UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C.  20549
  FORM
10-K




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




For the
fiscal year ended September 30,
2008




OR




 ̈
            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 000-53327




LifeHealthCare,
Inc.


(Exact
name of Registrant as specified in its charter)




Delaware
              68-0652656(State
      or other jurisdiction of
              (I.R.S.
      Employer Identification No.)incorporation
      or organization)




137 Rowayton Avenue Suite
110 Rowayton CT 06853


(Address
of Principal Executive Offices with Zip Code)




Registrant’s
telephone number, including area code (203)
866-1015




Securities
registered pursuant to Section 12(b) of the Act:




Title
      of each class
                        
                        Name of each exchange on which registeredNone
                        
                        None




Securities
registered pursuant to Section 12(g) of the Act:




Common Stock, $0.001 par
value


(“Common
Stock”)




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


Yes  ̈  No  x




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K.  ̈




Indicate by check mark whether the
Registrant is an accelerated filer (as defined in Exchange Act Rule
12b-2)  Yes ̈Nox




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes  ̈No x




Issuer’s
revenues for its most recent fiscal year: September 30, 2008 = $0





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such common equity, as of a specific date
within the past 60 days.  (see definition of affiliate in Rule 12b-2
of the Exchange Act.)




The
aggregate market value of the Registrant’s Common Stock held by non-affiliates
of the Registrant as of January 13, 2009, was approximately $0 as the stock is
not publically traded.




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




As of
January 13, 2009, there were 28,449,265 shares of the Registrant’s Common Stock
outstanding.







PART
I.





CAUTIONARY
NOTICE REGARDING FORWARD-LOOKING STATEMENTS





Some of
the statements of LifeHealthCare, Inc. (the “Company” or “LHC”) included in this
Report, including matters discussed under the captions “Legal Proceedings” in
Part I, Item 3, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Part II, Item 7 are
"forward-looking statements."  Forward-looking statements include
statements about the business strategies of LifeHealthCare, Inc., and other
statements that are not historical facts.  The words "anticipate,"
"estimate," "project," "intend," "expect," "believe," "forecast" and similar
expressions are also intended to identify forward-looking statements, but some
of these statements may use other phrasing.  These forward-looking
statements are not guarantees of future performance and are subject to a number
of risks, uncertainties and other factors that could cause the Company's actual
results, performance or achievements to differ materially from those expressed
or implied by these forward-looking statements.  These factors
include, among other things:





·
            we
      may be unable to implement key elements of our business
      strategy;





·
            we
      may have insufficient capital to acquire additional
      businesses;





·
            we
      may be unable to retain key
personnel;





Many of
these factors are beyond our ability to control or predict, and readers are
cautioned not to put undue reliance on such forward-looking
statements.  We disclaim any obligation to update or revise publicly
or otherwise any forward-looking statements to reflect subsequent events, new
information or future circumstances, except as required by law.





Item
1.  Business




LifeHealthCare,
Inc. is currently a development stage company with no revenues or
operations.




History




The
Company, which was formed in 2002, has not operated since it was
incorporated.




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.  The Company’s executive office is located at 137 Rowayton
Avenue Suite 110 Rowayton, CT 06853, and our telephone number is (203)
866-1015.





Recent
Transactions





None.





- 1
-





Description
of Our Subsidiaries and Investments





None.




Employees




As of
January 13, 2009, the Company had no employees.




The
Company cannot be assured of being able to attract qualified employees in the
future.




ITEM
1A. Risk Factors





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.  For the year ended September
30, 2008, our net loss was $176,869.  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.





We
have no employees and our success is dependent on our ability to retain and
attract consultants to operate our business and there is no assurance that we
can do so.





As of
September 30, 2008, we have no employees and utilize the services of
consultants.  They are not otherwise prohibited from terminating their
consulting relationship with the Company.  The loss of the knowledge
and management and industry expertise of any of these key consultants could have
a material adverse impact on our future prospects.  Once we are
sufficiently capitalized, we will need to recruit new executive managers and
hire employees to help us execute our business strategy and help manage the
growth of our business.  Our business could suffer if we were unable
to attract and retain additional highly skilled personnel or if we were to lose
any key personnel and not be able to find appropriate replacements in a timely
manner.




- 2
-




Our
performance depends on market acceptance of our products and we cannot be sure
that our products are commercially viable.





We expect
to derive a substantial portion of our future revenues from the sales of our
products that are in the pre development phase.  Although we believe
our products and technologies will be commercially viable, there is no guarantee
that they will be successful.  If markets for our products fail to
develop, develop more slowly than expected or are subject to substantial
competition, our business, financial condition and results of operations will be
materially and adversely affected.





We
depend on strategic marketing relationships and if we fail to maintain or
establish them, our business plan may not succeed.





We expect
our future marketing efforts will focus in part on developing business
relationships with distributors that will market our products to their
customers.  The success of our business depends on selling our
products and technologies to a large number of distributors and retail
customers.





Litigation
concerning intellectual property could adversely affect our
business.





We rely
on a combination of trade secrets, trademark law, contractual provisions,
confidentiality agreements and certain technology and security measures to
protect our trademarks, license, proprietary technology and
know-how.  However, we can provide no assurance that competitors will
not infringe upon our rights in our intellectual property or that competitors
will not similarly make claims against us for infringement.  If we are
required to be involved in litigation involving intellectual property rights,
our business, operating results and financial condition will be materially and
adversely affected.





It is
possible that third parties might claim infringement by us with respect to past,
current or future technologies.  We expect that participants in our
markets will increasingly be subject to infringement claims as the number of
services and competitors in our industry grows.  Any claims, whether
meritorious or not, could be time-consuming, result in costly litigation and
could cause service upgrade delays or require us to enter into royalty or
licensing agreements.  These royalty or licensing agreements might not
be available on commercially reasonable terms or at all.





Defects
in our products may adversely affect our business.





Complex
technologies such as the technologies developed by us may contain defects when
introduced and also when updates and new products are released.  Our
introduction of technology with defects or quality problems may result in
adverse publicity, product returns, reduced orders, uncollectible or delayed
accounts receivable, product redevelopment costs, loss of or delay in market
acceptance of our products or claims by customers or others against
us.  Such problems or claims may have a material and adverse effect on
our business, financial condition and results of operations.




There
are a significant number of estimates associated with the preparation of our
financial statements.




In
order to prepare the financial statements for our Company, management must make
numerous estimates.  Some of the estimates include estimated lives of
fixed assets, various estimates needed to determine the recoverability of
goodwill or intangible assets as well as other computations used to prepare the
financial statements.   These estimates can have a material
effect on the financial statements.  Mnay 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.




- 3
-




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.




Item
2.  Description of Property




The
Company’s principal executive offices are located at 137 Rowayton Avenue Suite
110 Rowayton, CT 06853 at no cost.  As the Company has no employees,
the office is primarily for mail and phone calls, there is an estimate of $3,500
per month for the value for the space will be estimated in the financials in the
future.  In 2007 the Company was a subsidiary of Market &
Research, Inc. which absorbed the rent expense.




Item
3.  Legal Proceedings




None.




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




None.




- 4
-




PART
II.




Item
5.  Market for Registrant’s Common Equity, Related Stockholder
Matters




We intend
our common stock to be listed on the Over-The-Counter bulletin boards under the
symbol “LHCI”.  The
transfer agent and registrar for the Company is Continental Stock & Transfer
Trust, 17 Battery Place, 8th Floor, New York, New York
10004.  Currently, the Company’s stock is not
publicly traded.




High
                                                                  
                                                                  LowCommon Stock Fiscal 2007
                                                                  $.NA
                                                                  
                                                                  $.NA1st
      Quarter
                                                                  $.NA
                                                                  
                                                                  $.NA2nd
      Quarter
                                                                  $.NA
                                                                  
                                                                  $.NA3rd
      Quarter
                                                                  $.NA
                                                                  
                                                                  $.NA4th
      Quarter
                                                                  $.NA
                                                                  
                                                                  $.NACommon Stock Fiscal 2008
                                                                  $.NA
                                                                  
                                                                  $.NA1st
      Quarter
                                                                  $.NA
                                                                  
                                                                  $.NA2nd
      Quarter
                                                                  $.NA
                                                                  
                                                                  $.NA3rd
      Quarter
                                                                  $.NA
                                                                  
                                                                  $.NA4th
      Quarter
                                                                  $.NA
                                                                  
                                                                  $.NA





The
closing price of our common stock on January
13, 2009 was $.NA.





As of
January 13, 2009, there were approximately 130 holders of record of common
stock.




The
Company has never declared or paid any cash dividends on the common stock. The
Company does not anticipate declaring or paying any dividends on the common
stock in the foreseeable future.  The Company currently intends to
retain future earnings, if any, to finance the expansion of its
business.




Equity
Compensation Plan Information





The
Company does not maintain any stock option or other equity compensation plan at
the date hereof.




Item
      6.
            Selected
      Financial Data




We have
derived the selected financial data presented below from audited consolidated
financial statements for the fiscal years ended September 30, 2008 and, 2007.
The selected financial information presented below should be read in conjunction
with such consolidated financial statements and notes thereto.




- 5
-




Selected
Financial Information




2008
                  
                  
                  2007Revenue
                  
                  $
                  0
                  
                  
                  $
                  0Net
      Loss
                  
                  
                  176,869
                  
                  
                  
                  1,187,335Total
      Assets
                  
                  
                  222,730
                  
                  
                  
                  98,930Stockholders’Equity
                  
                  
                  113,975
                  
                  
                  
                  5,644





Item
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
      OPERATIONS




Background
and History




The
Company, which was formed in 2002, has not operated since it was
incorporated.




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.  The Company’s executive office is located at 137 Rowayton
Avenue Suite 110 Rowayton, CT 06853, and our telephone number is (203)
866-1015.




Results
of Operations




Fiscal
2008 compared to Fiscal 2007




Revenues




The
Company had no revenues or operations in either 2008 or 2007.




Cost
of Sales




The
Company had no cost of sales or operations in either 2008 or 2007.




- 6
-




Impairment
Loss




The
Company recognized $77,500 impairment loss during the year ended September 30,
2008 and $1,169,199 during the same period in fiscal 2007.  The 2008
loss was attributed to the CE designation the Company holds on the emergency
dental kit.  The impairment was due to the inability of the Company to
be able to demonstrate an ability to generate revenues related to this
asset.  The 2007 loss was attributable to the goodwill that was
recorded upon the acquisition of the Company by Market & Research
Corp..  The impairment was due to the inability to recover the value
of the goodwill balance.





Selling,
General and Administrative Expenses




The
Company recognized $91,869 in general and administrative and professional
expenses in 2008.  The Company recognized $8,136in general and
administrative expenses in 2007.  The expenditures for general and
administrative expenses were primarily related to efforts to start the
Company.  The increase was due primarily to the issue of stock for
services in 2008.  There were no issuances of stock for services in
2007.





Provision
for Income Taxes




The
Company had no income tax expense, net of valuation allowance on deferred taxes
in either 2008 or 2007.




Net
Loss




The
Company recognized net losses of $176,869 during fiscal 2008 as compared to
$1,187,335 during the prior year for an overall decrease in net loss of
$1,011,466. The increase was due primarily to the issuance of stock for services
in 2008 versus the impairment of goodwill recorded in 2007.





Financial
condition, liquidity and capital resources




We have
incurred cumulative losses since inception, and the report from of our
independent auditor on our audited financial statements at September 30, 2008
contains a going concern statement. We will continue to incur losses during the
foreseeable future and have yet to achieve any revenues. We do not have any
present commitments for capital expenditures. We cannot guarantee that we will
be successful in our efforts to initiate operations.





We do not
have adequate working capital for the near term. We will continue to be reliant
on loans from our officers to provide working capital. If our officers are
unable to continue to loan us working capital, or we do not raise working
capital through other efforts, we cannot guarantee that we will be successful in
obtaining capital upon terms acceptable to us, if at all. Our failure to secure
necessary capital when needed could have a material adverse effect on our
financial condition and results of operations in future periods.





The
Company has engaged New York University School of Dentistry to perform a test 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.





- 7
-




Critical
Accounting Policies




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.




Goodwill
Valuation




Goodwill
represents the excess of the purchase price over the fair market value of net
assets acquired. The process of determining goodwill requires
judgment.  Evaluating goodwill for impairment involves the
determination of the fair market value of our reporting units. Inherent in such
fair market value determinations are certain judgments and estimates, including
the interpretation of current economic indicators and market valuations, and our
strategic plans with regard to our operations. To the extent additional
information arises or our strategies change, it is possible that our conclusion
regarding goodwill impairment could change, which could have a material effect
on our financial position and results of operations. For those reasons, we
believe that the accounting estimate related to goodwill impairment is a
critical accounting estimate.





The
Company reviews goodwill annually (or more frequently under certain conditions)
for impairment in accordance with SFAS No. 142, goodwill and other intangible
assets. The Company performed its annual impairment test of goodwill as of
September 30, 2007 and determined that goodwill was fully impaired.





Intangible
Assets




Intangible
assets, excluding goodwill, are stated on the basis of cost and are amortized on
a straight-line basis over estimated lives of three to 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 equate to or exceed the carrying value of the intangible, a
discounted cash flow model is used to determine the extent of any impairment
charge required.  As noted above, the Company reviewed the CE
Designation costs for impairment as of June 30, 2008 and determined that it was
fully impaired.





Income
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 year ended September 30, 2008, the Company recognized no
adjustments for uncertain tax benefits.




The
Company accounts for its income taxes using SFAS No. 109, “Accounting for Income Taxes”,
which requires the recognition of deferred tax liabilities and assets for
expected future tax consequences of events that have been included in the
financial statements or tax returns.  Under this method, deferred tax
liabilities and assets are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.




- 8
-




ITEM
7A.  Quantitative and Qualitative Disclosures about Market
Risk





The
Company does not ordinarily hold market risk sensitive instruments for trading
purposes. The Company does, however, recognize market risk from interest rate
and foreign currency exchange exposure.




Interest
Rate Risk





The
Company does not have any interest rate sensitive assets or
obligations.




- 9
-




LIFEHEALTHCARE,
INC.


(A
DEVELOPMENT STAGE CORPORATION)


TABLE OF
CONTENTS





PAGEReport
      of Registered Independent Public Accounting Firm
                    F-2FINANCIAL
      STATEMENTSBalance
      Sheets
                    F-3Statements
      of Operations
                    F-4Statements
      of Shareholders’ Equity
                    F-5Statements
      of Cash Flows
                    F-6Notes
      to Financial Statements
                    F-7
      – F-13




F-1




REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


LifeHealthCare,
Inc.


Rowayton,
CT





We have
audited the accompanying balance sheets of LifeHealthCare, Inc. (the “Company”)
as of September 30, 2008 and 2007 and the related statements of operations,
stockholders’ equity and cash flows for the years ended September 30, 2008 and
2007 and the development stage period from inception to September 30,
2008.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.





In our
opinion, the accompanying financial statements referred to above present fairly,
in all material respects, the financial position of LifeHealthCare, Inc. at
September 30, 2008 and 2007 and the results of their operations and their cash
flows for the years ended September 30, 2008 and 2007 and the development stage
period from inception to September 30, 2008, in conformity with accounting
principles generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
financial statements, LifeHealthCare, Inc. has suffered recurring losses due to
lack of operations, current liabilities exceed current assets and an accumulated
deficit. These matters raise substantial doubt about the company’s ability to
continue as a going concern.  Management’s plans in regard to these
matters are also described in Note 3.  The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.





/s/
      Sobel & Co., LLCSobel
      & Co., LLCCertified
      Public Accountants


Livingston,
NJ


January
13, 2009




F-2





LIFEHEALTHCARE,
INC.


(A
Development Stage Corporation)


BALANCE
SHEETS


SEPTEMBER
30, 2008 and 2007





2008
                    
                    
                    2007ASSETSCurrent
      assets:$
                    -
                    
                    
                    $
                    -Total
      current assets
                    
                    
                    -
                    
                    
                    
                    -Prepaid
      directors fees
                    
                    
                    108,800Other
      assets:Deposit
                    
                    
                    2,200
                    
                    
                    
                    2,200Intellectual
      property, net of amortization
                    
                    
                    100,000
                    
                    
                    
                    85,000Patent
      related costs
                    
                    
                    11,730
                    
                    
                    
                    11,730Total
      other assets
                    
                    
                    113,930
                    
                    
                    
                    98,930Total
      Assets
                    
                    $
                    222,730
                    
                    
                    $
                    98,930LIABILITIES AND SHAREHOLDERS’
      EQUITYCurrent
      liabilities:Accrued
      liabilities
                    
                    $
                    26,975
                    
                    
                    $
                    11,506Due
      to officer
                    
                    
                    81,780
                    
                    
                    
                    81,780Total
      current liabilities
                    
                    
                    108,755
                    
                    
                    
                    93,2856Total
      Liabilities
                    
                    
                    108,755
                    
                    
                    
                    93,286Commitments
      and ContingenciesShareholders’
      Equity:Preferred
      Stock, $.001 par value; authorized 1,000,000 shares; no shares
      issued
                    
                    
                    —
                    
                    
                    
                    —Common
      stock, $0.001 par value,50,000,000 shares authorized; 24,487,265
      and  1 shares issued and outstanding
                    
                    
                    24,487
                    
                    
                    
                    0Additional
      paid-in capital
                    
                    
                    1,460,713
                    
                    
                    
                    1,200,000Deficit
      accumulated during development stage
                    
                    
                    (1,371,225
                    )
                    
                    
                    (1,194,356
                    )Total
      Shareholders’ Equity
                    
                    
                    113,975
                    
                    
                    
                    5,644Total
      Liabilities and Shareholders’ Equity
                    
                    $
                    222,730
                    
                    
                    $
                    98,930





See
report of independent registered public accounting firm and accompanying notes
to financial statements




F-3




LIFEHEALTHCARE,
INC.


(A
Development Stage Corporation)


STATEMENTS
OF OPERATIONS


YEARS
ENDED SEPTEMBER 30, 2008  AND 2007


AND
THE DEVELOPMENT STAGE PERIOD (FROM INCEPTION TO SEPTEMBER 30, 2008)





2008
                          
                          
                          2007
                          
                          
                          Development
                            Period
                            (Inception to
                            September 30,
                            2008)Revenues
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0Amortization
      expense
                          
                          
                          7,500
                          
                          
                          
                          10,000
                          
                          
                          
                          22,500Impairment
      loss
                          
                          
                          77,500
                          
                          
                          
                          1,169,199
                          
                          
                          
                          1,246,699General
      & administrative expenses
                          
                          
                          91,869
                          
                          
                          
                          8,136
                          
                          
                          
                          102,025Total
      selling, general and administration expenses
                          
                          
                          176,869
                          
                          
                          
                          1,187,335
                          
                          
                          
                          1,371,224Net
      loss before income tax
                          
                          
                          (176,869
                          )
                          
                          
                          (1,187,335
                          )
                          
                          
                          (1,371,224
                          )Provision
      for income taxes
                          
                          
                          -
                          
                          
                          
                          -Net
      loss
                          
                          $
                          (176,869
                          )
                          
                          $
                          (1,187,335
                          )
                          
                          $
                          (1,371,224
                          )Loss
      Per Share – Basic and Fully Diluted
                          
                          $
                          (0.47
                          )
                          
                          $
                          (1,187,335
                          )Weighted
      Average Common Stock OutstandingBasic
      and Fully Diluted
                          
                          
                          375,442
                          
                          
                          
                          1





See
report of independent registered public accounting firm and accompanying notes
to financial statements




F-4





LIFEHEALTHCARE,
INC.


(A
Development Stage Corporation)


STATEMENTS
OF SHAREHOLDERS’ EQUITY


YEARS
ENDED SEPTEMBER 30, 2008  AND 2007





Additional
                        
                        
                        Development
                          StagePreferred Stock
                        
                        
                        Common Stock
                        
                        
                        Paid-in
                        
                        
                        AccumulatedShares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Deficit
                        
                        
                        TotalBalance,
      October 1, 2006
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        1
                        
                        
                        $
                        -
                        
                        
                        $
                        1,200,000
                        
                        
                        $
                        (7,021
                        )
                        
                        $
                        1,192,979Net
      loss for the year ended September 30, 2007
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (1,187,335
                        )
                        
                        
                        (1,187,335
                        )Balance,
      September 30, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1
                        
                        
                        
                        -
                        
                        
                        
                        1,200,000
                        
                        
                        
                        (1,194,356
                        )
                        
                        
                        5,644Spinoff
      of LifeHealthCare, Inc. from Market & Research, Corp.
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        14,974,403
                        
                        
                        
                        14,974
                        
                        
                        
                        (14,974
                        )
                        
                        
                        
                        
                        
                        
                        -Issuance
      of shares for services and intellectual property
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        9,512,861
                        
                        
                        
                        9,513
                        
                        
                        
                        275,687
                        
                        
                        
                        
                        
                        
                        
                        285,200Net
      loss for the year ended September 30, 2008
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (176,869
                        )
                        
                        
                        (176,869
                        )Balance,
      September 30, 2008
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        24,487,265
                        
                        
                        $
                        24,487
                        
                        
                        $
                        1,460,713
                        
                        
                        $
                        (1,371,225
                        )
                        
                        $
                        113,975





See
report of independent registered public accounting firm and accompanying notes
to financial statements





F-5




LIFEHEALTHCARE,
INC.


(A
Development Stage Corporation)


STATEMENTS
OF CASH FLOWS


YEARS
ENDED SEPTEMBER 30, 2008 AND 2007


AND
THE DEVELOPMENT STAGE PERIOD (FROM INCEPTION TO SEPTEMBER 30, 2008)





2008
                      
                      
                      2007
                      
                      
                      Development
                        Period
                        (Inception to
                        September 30,
                        2008)Cash
      Flows from Operating Activities:Net
      loss
                      
                      $
                      (176,869
                      )
                      
                      $
                      (1,187,335
                      )
                      
                      $
                      (1,371,225
                      )Impairment
      loss
                      
                      
                      77,500
                      
                      
                      
                      1,169,199
                      
                      
                      
                      1,246,699Amortization
      of intellectual property
                      
                      
                      7,500
                      
                      
                      
                      10,000
                      
                      
                      
                      22,500Shares
      issued for services
                      
                      
                      76,400
                      
                      
                      
                      -
                      
                      
                      
                      76,400Changes
      in assets and liabilities(Increase)
      in patent related costs
                      
                      
                      -
                      
                      
                      
                      (5,000
                      )Increase
      in accrued liabilities
                      
                      
                      15,469
                      
                      
                      
                      8,136
                      
                      
                      
                      26,975Net
      Cash Used in Operating Activities
                      
                      
                      -
                      
                      
                      
                      (5,000
                      )
                      
                      
                      1,349Cash
      Flows from Financing Activities:Proceeds
      from officer
                      
                      
                      -
                      
                      
                      
                      5,000
                      
                      
                      
                      12,581Net
      Cash Provided by Financing Activities
                      
                      
                      -
                      
                      
                      
                      5,000
                      
                      
                      
                      12,581Cash
      flows from investing activities:Increase
      in patent related expenditures
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (11,730
                      )Payment
      of deposit
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (2,200
                      )Net
      cash used in investing activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (13,930
                      )Net
      Change in Cash
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cash
      and Cash Equivalents, Beginning
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0Cash
      and Cash Equivalents, Ending
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the year for interest
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Cash
      paid during the year for income taxes
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Common
      stock issued for prepaid directors fees
                      
                      $
                      108,800
                      
                      
                      $
                      -
                      
                      
                      $
                      100,000Common
      stock issued for patent rights
                      
                      $
                      100,000
                      
                      
                      $
                      -
                      
                      
                      $
                      100,000





See
report of independent registered public accounting firm and accompanying notes
to financial statements


F-6





LIFEHEALTHCARE,
INC.


(A
Development Stage Corporation)


notes
to financial statements





NOTE
1.    ORGANIZATION AND PRINCIPAL ACTIVITIES




The
Company, which was in 2002, has not operated since it was
incorporated.  LifeHealthCare, Inc. is a Delaware company that was
acquired and then recently divested from Market & Research Corp. (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.




NOTE
2.    SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES




The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America and incorporate the following
significant accounting policies:




Principals
of Consolidation





The
financial statements include the accounts of the Company





Use
of Estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.





Fair
Value of Financial Instruments





The
Company considers, when applicable, the fair value of the cash equivalents,
receivables, accounts payable and accrued liabilities approximate carrying value
based on the short term nature of the instruments.  The Company was
spun off by its parent Market & Research, Inc. on September 12,
2008.  The Company’s net liabilities were valued at their historical
cost less any write downs.




Goodwill




The
Company adopted Statement of Financial Accounting Standards No. 142 (SFAS 142),
Goodwill and Other Intangible Assets. Goodwill and other intangible assets with
indefinite lives must be tested for impairment on an annual basis. The Company
performs this annual impairment test at fiscal year end for
goodwill.


F-7





SFAS 142
requires the Company to compare the fair value of the reporting unit to its
carrying amount on an annual basis to determine if there is potential goodwill
impairment. If the fair value of the reporting unit is less than its carrying
value, an impairment loss is recorded to the extent that the fair value of the
goodwill within the reporting unit is less than its carrying value. SFAS 142
also requires the Company to compare the fair value of an intangible asset to
its carrying amount. If the carrying amount of the intangible asset exceeds its
fair value, an impairment loss is recognized. Fair values for goodwill and other
indefinite-lived intangible assets are determined based on discounted cash flows
or market multiples as appropriate.





Intangible
Assets




Intangible
assets, excluding goodwill, are stated on the basis of cost and are amortized on
a straight-line basis over estimated life 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 equate to or exceed
the carrying value of the intangible, a discounted cash flow model is used to
determine the extent of any impairment charge required.  For the years
ended September 30, 2008 and 2007 the amortization expense on intangible assets
amounted to $7,500 and $10,000, respectively.  The patent costs relate
to a patent application.  The patent has not been
granted.  When the patent is granted, the amount will be
amortized.  If the application is denied, the amount will be written
off.  During the year ended September 30, 2008, management determined
that the CE Designation was fully impaired.




Stock-Based
Compensation




In
December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123R, "Share-Based
Payment."  This standard replaced SFAS No. 123, "Accounting for
Stock-Based Compensation" and supersedes Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees."  The
standard requires companies to recognize all share-based payments to employees,
including grants of employee stock options, in the financial statements based on
their fair values on the grant date and is effective for annual periods
beginning after June 15, 2005.  There were no employee stock options
granted, outstanding or vested in fiscal 2008 or 2007.  Accordingly,
the Company recognized expense of $0 for the year ended September 30, 2008 for
employee stock options.  Stock issued to non-employees is recorded at
the time of issue based on value of the services provided as there is no market
for the Company’s stock.  The Company recorded $185,200 and $0 in
consulting and directors fees for the years ended September 30, 2008 and 2007
for the issuance of stock.  In addition, the Company issued common
shares valued at $100,000 for patent rights during the year ended September 30,
2008.





Income
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 year ended September 30, 2008, the Company recognized no
adjustments for uncertain tax benefits.




The
Company accounts for its income taxes using SFAS No. 109, “Accounting for Income Taxes”,
which requires the recognition of deferred tax liabilities and assets for
expected future tax consequences of events that have been included in the
financial statements or tax returns.  Under this method, deferred tax
liabilities and assets are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.


F-8


Net
Income (Loss) Per Share




Basic net
income per share is computed by dividing net income by the weighted average
number of common shares outstanding.  Diluted net income per share is
computed by dividing net income by the weighted average number of common shares
outstanding and dilutive potential common shares which includes the dilutive
effect of stock options and warrants.  Dilutive potential common
shares for all periods presented are computed utilizing the treasury stock
method.  There were no stock options or warrants nor any other
dilutive securities outstanding during the reporting periods.  There
were no common stock equivalents outstanding during fiscal 2007 or fiscal
2008.




Capital
Structure and Security Rights




Common
Stock - The Company is authorized to issue 50,000,000 shares of common stock,
par value $.001 per share. All common shares are equal to each other with
respect to voting, and dividend rights, and are equal to each other with respect
to liquidations rights.  The Company is authorized to issue 1,000,000
shares of preferred stock, $.001 par value.





Recently
Issued Accounting Standards




In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS
157"). While SFAS 157 formally defines fair value, establishes a framework for
measuring fair value and expands disclosure about fair value measurements, it
does not require any new fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements. SFAS
157 is required to be adopted effective January 1, 2008 and the Company does not
presently anticipate any significant impact on its financial position, results
of operations or cash flows.





In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities –
Including an Amendment of FASB Statement No. 115”.  This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Most of the provisions of SFAS No. 159 apply only to entities
that elect the fair value option. However, the amendment to SFAS No. 115
“Accounting for Certain Investments in Debt and Equity Securities” applies to
all entities with available-for-sale and trading securities. SFAS No. 159 is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.





In June
2008, the Financial Accounting Standards Board (“FASB”) issued Staff Position
(“FSP”) EITF 03-6-1, “Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities” (“FSP EITF
03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting and,
therefore, need to be included in the earnings allocation in computing earnings
per share under the two-class method as described in SFAS No. 128,
“Earnings per Share.”  Under the guidance in FSP EITF 03-6-1, unvested
share-based payment awards that contain non-forfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) are participating securities and
shall be included in the computation of earnings per share pursuant to the
two-class method.  FSP EITF 03-6-1 is effective for the Company in fiscal
2009.  After the effective date of FSP EITF 03-6-1, all
prior-period earnings per share data presented must be adjusted retrospectively.
 The Company does not expect that EITF 03-6-1 will have an impact on
its  financial statements.


F-9





In
February 2008, the FASB issued FASB Staff Position 140-3, “Accounting for
Transfers of Financial Assets and Repurchase Financing Transactions” (“FSP FAS
140-3”) which provides guidance on accounting for a transfer of a financial
asset and repurchase financing.  FSP FAS 140-3 is effective for fiscal
years beginning after November 15, 2008 and interim periods within those fiscal
years.  The Company does not expect that FSP FAS 140-3 will have a
material effect on its financial statements.





In
December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Financial
Statements,” (“SFAS 160”).  SFAS 160 amends Accounting Research
Bulletin 51 to establish accounting and reporting standards for the
noncontrolling (minority) interest in a subsidiary and for the deconsolidation
of a subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the  entity that should be
reported as equity in the  financial statements.  The
Company is currently determining the effect, if any, that SFAS 160 will have on
its  financial statements.  SFAS 160 is effective for fiscal
years beginning on or after December 15, 2008.





In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations,”
which replaces SFAS No. 141 (“SFAS 141R”). SFAS 141R, among other things,
establishes principles and requirements for how an acquirer entity recognizes
and measures in its financial statements the identifiable assets acquired
(including intangibles), the liabilities assumed and any noncontrolling interest
in the acquired entity. Additionally, SFAS 141R requires that all transaction
costs be expensed as incurred. The Company is currently evaluating the effect,
if any, that SFAS 141R will have on its financial statements.  SFAS
141R is effective for fiscal years beginning after December 15,
2008.





In
December 2007, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin 110 (“SAB 110”).  SAB 110 amends and replaces
Question 6 of Section D.2 of Topic 14, “Share-Based Payment,” of the Staff
Accounting Bulletin series.  Question 6 of Section D.2 of Topic 14
expresses the views of the Staff regarding the use of the “simplified” method in
developing an estimate of the expected term of “plain vanilla” share options and
allows usage of the “simplified” method for share option grants prior to
December 31, 2007.  SAB 110 allows public companies which do not have
historically sufficient experience to provide a reasonable estimate of the
expected term of outstanding options to continue use of the “simplified” method
for estimating the expected term of “plain vanilla” share option grants after
December 31, 2007.   The Company does not expect that SAB 110
will have an impact on its financial statements.





In March
2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. Our adoption of SFAS 161 is not expected to have a material impact
on our results of operations or financial position.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  The new standard is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities.  Prior to the issuance
of SFAS 162, GAAP hierarchy was defined in the American Institute of Certified
Public Accountants (AICPA) Statement on Auditing Standards (SAS) No. 69, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. SFAS 162 is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board Auditing amendments to AU Section 411,
The Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles.  Our adoption of SFAS 162 is not expected to have a
material impact on our results of operations or financial
position.


F-10





Reclassifications





Certain
amounts from prior years have been reclassified to conform to the 2008
presentation.





NOTE  3.    GOING
CONCERN




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As disclosed earlier, the Company is in the
development stage and has no business operations of its own and no sources of
revenues.  The Company has suffered recurring losses, has accumulated
deficit of approximately $1,378,000, current liabilities exceed current assets
and is dependent upon financing to continue operations.  The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.  It is management's plan to continue to implement
their strategy to commence operations. With the commencement of operations,
management believes they will generate sufficient funds to support
operations.  Officers will continue to support operations as needed
for any shortfalls in cash flows.





NOTE  4.    INTANGIBLE
ASSETS





The
components of amortized intangible asset as of September 30, 2008 and 2007 are
as follows:





2008
                  
                  
                  2007CE
      Designation Gross Carrying Amount
                  
                  $
                  -
                  
                  
                  $
                  100,000Patent
      Transfer Cost
                  
                  
                  100,000Accumulated
      Amortization
                  
                  
                  -
                  
                  
                  
                  (15,000
                  )Net
      Carrying Amount
                  
                  $
                  100,000
                  
                  
                  $
                  85,000Patent
      Cost
                  
                  
                  11,730
                  
                  
                  
                  11,730Total
      Net Carrying Amount
                  
                  $
                  111,730
                  
                  
                  $
                  96,730




NOTE  5.    ACQUISITION





On March
28, 2006, the Market acquired the Company from Martin Licht, a director and
officer of the Company.  The Company
issued 4,000,000 shares of Common Stock at a market price of $.30 per share to
Martin Licht, to acquire LHC.





The purchase price was
allocated on the basis of the estimated fair values of the assets acquired
and liabilities
assumed which was $1,200,000.  LHC has a product (an emergency
dental kit) that is approved for sale in the European Union.  The
Company has determined that the life of the intellectual property is ten years,
and had been amortizing the asset on a straight line basis over ten
years.  The
acquisition was accounted for as a purchase.




Acquisition
      cost
                    
                    $
                    1,200,000Net
      assets acquired:Current
      assets
                    
                    $
                    10,639Intellectual
      property
                    
                    
                    100,000Patent
                    
                    
                    6,730Total
      assets
                    
                    
                    117,369Liabilities
      assumed
                    
                    
                    (86,658
                    )Net
      assets
                    
                    
                    30,711Amount
      assigned to goodwill
                    
                    $
                    1,169,199


F-11





In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142,
Goodwill and Other Intangible
Assets(“SFAS No. 142”), the Company evaluates goodwill and intangible
assets at least annually for impairment by analyzing the estimated fair value
based on the present value of discounted cash flows compared to the net book
value. The Company will write off the amount of any goodwill or intangible in
excess of its fair value.  Management reviewed the goodwill at
September 30, 2007 and determined that it was fully impaired and consequently
wrote off the entire balance of $1,169,199.





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.




NOTE  6.    RELATED
PARTY TRANSACTIONS





Through
September 30, 2008, Martin Licht, an officer and director of the Company, has
advanced the Company $81,780 to pay for operating costs, patent related costs
and the deposit.  These advances are unsecured, non-interest bearing,
and due on demand.





NOTE  7.       INCOME
TAXES




The
Company has not filed tax returns since its inception in 2002.  The
Company has experienced only losses since 2002.  After it files all
its delinquent tax returns, the Company expects that it will have no material
changes to unrecognized tax positions within the next twelve
months.  No tax asset has been recorded since the Company believes at
this time it is more likely than not that that the amounts will not be
realized.  The Company has adopted FASB 109 to account for income
taxes. The Company currently has no issues that create timing differences that
would mandate deferred tax expense.  Net operating losses would create
possible tax assets in future years. Due to the uncertainty as to the
utilization of net operating loss carry forwards an evaluation allowance has
been made to the extent of any tax benefit that net operating losses may
generate.  No provision for income taxes has been recorded due to the
net operating loss carryforward of approximately $175,000 as of September 30,
2008 that will be offset against further taxable income.  No tax
benefit has been reported in the financial statements.  Under the
Internal Revenue Code, generally, expiration of net operating loss carryforwards
are twenty-years from when such losses were derived.  Additionally,
limits may be imposed on the use of such losses based on certain factors,
including, but not limited to, a change in stockholders.


F-12





Deferred
tax assets and the valuation account as of September 30, 2008 and 2007 are as
follows:





2008
                        
                        
                        2007Deferred
      tax asset:Net
      operating loss carryforward
                        
                        $
                        33,000
                        
                        
                        $
                        26,000Valuation
      allowance
                        
                        
                        (33,000
                        )
                        
                        
                        (26,000
                        )$
                        -
                        
                        
                        $
                        -





The
components of income tax expense are as follows:





2008
                        
                        
                        2007Current
      Federal Tax
                        
                        $
                        -
                        
                        
                        $
                        -Current
      State Tax
                        
                        
                        -
                        
                        
                        
                        -Change
      in NOL benefit
                        
                        
                        (33,000
                        )
                        
                        
                        (26,000
                        )Change
      in allowance
                        
                        
                        33,000
                        
                        
                        
                        26,000$
                        -
                        
                        
                        $
                        -





The
Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Codes are met. These losses are
as follows:





ExpirationYear
      of Loss
                            
                            Amount
                            
                            Date2005
                            
                            
                            28,000
                            
                            20252006
                            
                            
                            41,000
                            
                            20262007
                            
                            
                            8,000
                            
                            20272008
                            
                            
                            98,000
                            
                            2028





NOTE  8. COMMITMENTS,
CONTINGENCIES AND OTHER MATTERS




The
Company has engaged New York University School of Dentistry to perform a test 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 $3,500 per month.





NOTE  8. SUBSEQUENT
EVENT




The
Company issued 3,962,000 shares to various consultants for services in November
and December 2008.




F-13




ITEM
      9.
            Changes in and Disagreements
      with Accountants on Accounting and Financial
  Disclosure




None.




ITEM
      9A.
            Controls and
      Procedures




Not
Applicable




ITEM
      9A(T).
            Controls and
      Procedures




The
Company maintains disclosure controls and procedures that are designed to ensure
(1) that information required to be disclosed by the Company in the reports it
files or submits 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
management, including the Company’s 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.




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




In
addition, there have been no significant changes in the Company’s internal
controls or in other factors that could significantly affect those controls
since the Company’s evaluation.  The Company can provide no assurance,
however, that its system of disclosure controls and procedures will always
achieve its stated goals under all future conditions, no matter how
remote.




ITEM
      9B.
            Other
    Information




None.


- 10
-




PART
III.




Item
10. Directors and
Executive Officers




Directors
and Executive Officers




The
Company’s directors and executive officers, their ages and present position are
as follows:




Name
                      
                      Age
                      
                      PositionsMartin
      Licht
                      
                      67
                      
                      Chairman,
      Executive Vice PresidentGary
      Stein
                      
                      59
                      
                      DirectorMark
      Lazar
                      
                      56
                      
                      Director,
      PresidentAlberto
      Salvucci
                      
                      53
                      
                      DirectorHenryk
      Jakubowski
                      
                      61
                      
                      Vice
      PresidentSteven
      Kessler
                      
                      62
                      
                      Vice
      PresidentJohn
      Grippo
                      
                      53
                      
                      Chief
      Financial
Officer





Alberto
Salvucci – Director


Alberto
Salvucci is a Director and will be the director of Italian and generally
European and Asian marketing and sales. Mr. Salvucci is an Italian resident who
was the President and founder of the company’s former parent, Market &
Research Corp.  Mr. Salvucci also works as a designer and manufacturer
of high end retail men’s shoes.  Mr. Salvucci is also a director of
the Company’s former parent, Market & Research Corp.





Martin C. Licht – Chairman of the
Board and Executive Vice President.Mr. Licht is a practicing
attorney with more than twenty-five years of diversified legal experience. 
From 1979 through 1994, Mr. Licht was affiliated with the law firm of Hertzfeld
& Rubin PC, where he directed the firm's real estate law practice. Mr. Licht
served as a member if the law firm of Gallet, Dryer & Berkey from 1995
through 1997.  Since 1997, Mr. Licht has been self-employed Mr. Licht is a
specialist in mergers and acquisitions, public financings, and real estate
matters, having directed approximately two-hundred-and twenty-five real estate
transactions, public offerings and private placements Mr. Licht was responsible
for raising more than $1 billion in support of these various transactions. 
Mr. Licht is a graduate of New York University and received LLB and JD Degrees
from Brooklyn Law School in 1967.  Mr. Licht is also a director and
the Executive Vice President of the Company’s former parent, Market &
Research Corp.





Steven
Kessler – Vice President & Director


Mr.
Kessler is an independent financial consultant with more than 20 years of
experience in the investment industry.  He is a co-founder, President
and Chief Executive Officer of Advanced Respiratory Technologies, Inc., a
privately held medical technology company and is the President of Strategic
Resources. Mr. Kessler has provided various financial and investor relations
services to emerging public companies. Mr. Kessler also formerly held senior
staff positions at Manufacturers Hanover Trust Company and began his career as
an accountant at Alexander Grant & Company.  Mr. Kessler graduated
from Brooklyn College of the City University of New York with a Bachelors of
Science Degree in Accounting.  Mr. Kessler is also a director of the
Company’s former parent, Market & Research Corp.





Henryk
Jakubowski – Vice President and Director


Henryk
Jakubowski is a Certified Dental Technician, an accreditation received by only
about 5% of all technicians in the United States.   Mr.
Jakubowski owns and operates a laboratory specializing in the manufacture and
repair of oral dentures, custom mouth guards and other dental appliances. Mr.
Jakubowski received an M.A. degree from Warsaw University, studied at the Hebrew
University in Jerusalem in its Ph.D. program, as well as completion of the
School of Mechanical Dentistry program in New York. Mr. Jakubowski is the
inventor of the Company’s oral dental care lozenge products, ultrasonic denture
and mouth guard cleaner and cleansing medium and the comfort foot
rest.


- 11
-





John
Grippo – Chief Financial Officer


John Grippo, is
the president of his own financial management practice, John
Grippo, Inc. since 2000. His firm provides services as Chief Financial
Officer to small to mid-sized public and
private companies, and other related accounting and consulting
services.  Mr. Grippo previously held the position of
Chief Financial Officer at several companies in the 
house ware, electric vehicles and financial services industries. He worked for
five years as
an auditor with Arthur Andersen, LLP, followed by
seven years in various accounting positions in the financial services
industry.  Mr. Grippo is a member of the New York State Society of
Certified Public Accountants.  Mr. Grippo is also a director and
the Chief Financial Officer of the Company’s former parent, Market &
Research Corp.





Mark
Lazar – President and Director


Mark
Lazar is a Director and for the last ten years, he has been the CEO of Lazar
Equities, a direct owner and property manager of mixed use, industrial and
residential properties in Montreal and New York.  Mr. Lazar is also a
director of the Company’s former parent, Market & Research
Corp.





Gary
Stein – Director


Mr. Stein
is a Director and an attorney with more than 30 years business and corporate
experience. From 1993 to present Mr. Stein has been self-employed with DB
Capital, where he has advised numerous small emerging growth companies, taking
senior financial and legal management positions when necessary, the raising of
capital, both equity and debt and advising these companies as to mergers and
acquisitions in the interest of the company’s shareholders.  Mr. Stein
has advised these companies in raising in excess of $80,000,000 in permanent
equity financing. From 1995 through 2000 Mr. Stein was CFO and CAO for Pinnacle
Technologies, Inc. a leading provider of IT staffing for government and Fortune
500 companies. Mr. Stein is a graduate of Capital University receiving both a
B.A. in 1971 and J.D degree in 1974.  Mr. Stein is also a director,
the President and Secretary of the Company’s former parent, Market &
Research Corp.





Board
of Directors





The
Company’s directors serve in such capacity until the next annual meeting of the
Company’s shareholders and until their successors have been elected and
qualified. The Company’s officers serve at the discretion of the Company’s Board
of Directors, until their death, or until they resign or have been removed from
office.




There are
no agreements or understandings for any director or officer to resign at the
request of another person and none of the directors or officers is acting on
behalf of or will act at the direction of any other person. The activities of
each director and officer are material to the operation of the Company. No other
person’s activities are material to the operation of the Company.





Audit
Committee of the Board of Directors




The Board
of Directors has a separate audit committee. The audit committee is composed of
Mr. Kessler, who is an independent director. The Board of Directors has
determined that Mr. Kessler meets the standards of an audit committee
“financial expert” as defined by the Sarbanes Oxley Act of
2002.


- 12
-





Compliance
with Section 16(a) of the Exchange Act.




Section
16(a) of the Securities Exchange Act of 1934 requires the executive officers and
directors of the Company, and persons who beneficially own more than 10% of the
common stock, to file initial reports of ownership and reports of changes of
ownership with the Securities and Exchange Commission and furnish copies of
those reports to the Company.  Each of the executive officers and
directors and persons who beneficially own more than 10% of the common stock of
the Company were delinquent in filing a form 3 and/or 4 during the fiscal
year.




Code
of Ethics




The
Company’s Board of Directors adopted a Code of Ethics which applies to all of
the Company’s directors, executive officers and employees.  A copy of
the Code of Ethics is available upon request to the Company’s counsel atRobinson & Cole, LLC1055 Washington Boulevard. Stamford CT
06901-2249.




Item
10. Executive
Compensation




The
following summary compensation table sets forth the aggregate compensation which
the Company paid or accrued to its Chief Executive Officer during the fiscal
years ended September 30, 2006, 2007 and 2008.  None of the Company’s
executive officers received compensation in excess of $100,000 during the fiscal
year ended September 30, 2008.




Summary
Compensation Table


Name and
                              Principal Position
                            
                            Fiscal
                              Year
                              Ended
                              Sept. 30,
                            
                            Salary
                              $
                            
                            
                            Bonus
                              $
                            
                            
                            Stock
                              Awards
                            
                            
                            Option
                              Award $
                            
                            
                            Non-
                              Equity
                              Incentive
                              Plan
                            
                            
                            Change in
                              Pension Value
                              & Nonqualified
                              Deferred
                              Compensation
                              Earnings
                            
                            
                            All Other
                              Compensation
                              $
                            
                            
                            TotalSteven
      Kessler,
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            4,400
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            4,400Vice
      President,
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Director
      (1)
                            
                            2006
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Martin
      Licht,(3)
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            25,000
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            25,000Executive
      Vice
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0President,
      Ckairman
                            
                            2006
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Henryk Jakubowski(7)
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            25,000
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            25,000Vice
      President
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            02006
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0John
      Grippo,(6)
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            4,400
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            4,400Chief
      Financial
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Officer
                            
                            2006
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Gary
      Stein, (2)
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            25,000
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            25,000Director
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            02006
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Alberto Salvucci, (4)
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            4,400
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            4,400Director
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            02006
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Mark
      Lazar, (5)
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            25,000
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            25,000President,
      Director
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            02006
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
 - 13
-




(1)
            Steven
      Kessler is vice president and a director.  The payment received
      was in the form of 175,000 shares of common stock for directors’
      fees.




(2)
            Gary
      Stein is a director.  The payment received was in the form of
      1,000,000 shares of common stock for directors’
  fees.




(3)
            Martin
      Licht is chairman and executive vice president.  He became
      executive vice president on December 1, 2007.The payment
      received was in the form of 2,000,000 shares of common stock for
      directors’ fees.




(4)
            Alberto
      Salvucci is a director.  The payment received was in the form of
      250,000 shares of common stock for directors’
  fees.




(5)
            Mark
      Lazar is president and a director.  The payment received was in
      the form of 1,050,000 shares of common stock for directors’
      fees.




(6)
            John
      Grippo received 175,000 shares of common stock for services as Chief
      Financial Officer.




(7)
            Henryk
      Jakubowski is vice president and a director.  The payment
      received was in the form of 1,000,000 shares of common stock for
      directors’ fees.




Stock
Issued in fiscal 2008 and 2007




Steven
Kessler was issued 175,000 shares of common stock in fiscal 2008.  Mr.
Salvucci was issued 250,000 shares of common stock in fiscal 2008
..  Mr. Stein was issued 1,000,000 shares of common stock in fiscal
2008.  Mr. Licht was issued 2,000,000 shares of common stock in fiscal
2008.  John Grippo was issued 175,000 shares of common stock in fiscal
2008.  Mr. Lazar was issued 1,000,000 shares of common stock in fiscal
2008.  Mr. Jakubowski was issued 1,000,000 shares of common stock in
fiscal 2008.




Options
Granted in Fiscal 2008 and 2007




None.




Grant
of Plan-Based Awards




None




Option
Exercises and Stock Vested




None




Outstanding
Equity Awards at Fiscal Year End




None


- 14
-





Aggregated
Option Exercises In Last Fiscal Year And Fiscal Year-End Option
Values




There are
no options in existence nor have any options ever been issued.





Employment
Agreements




None




Director
Compensation




The
Company’s directors do not receive fixed compensation for their services as
directors.




Item
12. Security Ownership of
Certain Beneficial Owners and Management and Related Stock Holder
Matters




The
following table sets forth, as of January 13, 2008, certain information as to
the beneficial ownership of our common stock by:




·
            each
      person known by us to own more than five percent (5%) of our outstanding
      shares;




·
            each
      of our directors;




·
            each
      of our executive officers named in the Summary Compensation Table under
      “Executive Compensation”; and




·
            all
      of our directors and executive officers as a
  group.


Amount and Nature of Beneficial
                                                                      Ownership (1)(2)Name and Address of
                                                                      Beneficial Shareholder
                                                                    
                                                                    Common
                                                                      Stock
                                                                    
                                                                    
                                                                    Percentage of
                                                                      Ownership
                                                                      (1)(2)
                                                                    
                                                                    
                                                                    Percentage
                                                                      ofVoting
                                                                      Power
                                                                      (1)(2)Alberto
      Salvucci
                                                                      137
      Rowayton Ave., Ste 110
                                                                      Rowayton,
      CT 06853
                                                                    
                                                                    
                                                                    999,183
                                                                    
                                                                    
                                                                    
                                                                    3.5
                                                                    %
                                                                    
                                                                    
                                                                    3.5
                                                                    %Martin
      Licht(3)
                                                                      137
      Rowayton Ave., Ste 110
                                                                      Rowayton,
      CT 06853
                                                                    
                                                                    
                                                                    6,000,000
                                                                    
                                                                    
                                                                    
                                                                    21.1
                                                                    %
                                                                    
                                                                    
                                                                    21.1
                                                                    %Steven
      Kessler
                                                                      137
      Rowayton Ave., Ste 110
                                                                      Rowayton,
      CT 06853
                                                                    
                                                                    
                                                                    508,333
                                                                    
                                                                    
                                                                    
                                                                    1.8
                                                                    %
                                                                    
                                                                    
                                                                    1.8
                                                                    %Henryk
      Jakubowski
                                                                      137
      Rowayton Ave., Ste 110
                                                                      Rowayton,
      CT 06853John
      Grippo
                                                                      137
      Rowayton Ave., Ste 110
                                                                      Rowayton,
      CT 06853
                                                                    
                                                                    
                                                                    515,000
                                                                    
                                                                    
                                                                    
                                                                    1.8
                                                                    %
                                                                    
                                                                    
                                                                    1.8
                                                                    %Gary
      Stein (4)
                                                                      137
      Rowayton Ave., Ste 110
                                                                      Rowayton,
      CT 06853
                                                                    
                                                                    
                                                                    3,333,334
                                                                    
                                                                    
                                                                    
                                                                    11.7
                                                                    %
                                                                    
                                                                    
                                                                    11.7
                                                                    %Mark
      Lazar
                                                                      137
      Rowayton Ave., Ste 110
                                                                      Rowayton,
      CT 06853
                                                                    
                                                                    
                                                                    1,333,334
                                                                    
                                                                    
                                                                    
                                                                    4.7
                                                                    %
                                                                    
                                                                    
                                                                    4.7
                                                                    %All
      executive officers and directors as a group (7 persons)
                                                                    
                                                                    
                                                                    14,877,045
                                                                    
                                                                    
                                                                    
                                                                    52.3
                                                                    %
                                                                    
                                                                    
                                                                    52.3
                                                                    %


- 15
-


(1)
            Beneficial
      ownership is calculated in accordance with Rule 13d-3 under the Securities
      Exchange Act of 1934.  Shares subject to stock options, for
      purposes of this table, are considered beneficially owned only to the
      extent currently exercisable or exercisable within 60 days after January
      13, 2009.




(2)
            Except
      as otherwise indicated, each of the parties listed has sole voting and
      investment power with respect to all shares of common stock indicated
      above.




(3)
            Includes
      6,000,000 shares owned by MacKenzie Design, Ltd, a company owned by Mr.
      Martin Licht’s wife, to which Mr. Licht denies any
    ownership.




(4)
            Includes
      3,333,334 shares owned by Joy Stein, Mr. Stein’s Spouse, to which Mr.
      Stein denies ownership.




(5)
            Percentages
      are based on 28,449,265 common
shares.




Item
13. Certain
Relationships, Related Transactions and Director Independence




(a)
            Independent
      Directors





None




Item
14. Principal
Accountant Fees and Services




Audit
Fees




Audit
fees billed to the Company by Sobel & Co., LLC for its audit of the
Company’s financial statements filed with the Securities and Exchange Commission
for 2008 totaled $25,000.





Tax
Fees




No fees
billed by Company by Sobel & Co., LLC for its tax returns for the fiscal
year 2008 and 2007.




Other
Fees




No other
fees were billed by Sobel & Co., LLC for all other non-audit or tax services
rendered to the Company for the fiscal year 2008 and 2007,
respectively.




Audit
Committee Pre-Approval Policies




None


- 16
-




Item
15.  Exhibits, Financial Statement Schedules and Reports on Form
8-K




EXHIBIT
INDEX




Exhibit Number
                              
                              Description3.1
                              
                              Articles
      of incorporation, including amendments, incorporated by reference to the
      registrant’s Form 10 filed on July 16, 20083.2
                              
                              By
      laws, including amendments, incorporated by reference to the registrant’s
      Form 10 filed on July 16, 200810.1
                              
                              Form
      10, dated as of July 16, 200831.1
                              
                              Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
                              
                              Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.2
                              
                              Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 pursuant
      to Section 906 of the Sarbanes-Oxley Act of 200232.2
                              
                              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




- 17
-


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized in Rowayton, State of Connecticut, on
the 13th day of January 2009.




LifeHealthCare,
      Inc.BY:
                      /s/
      Martin
      C. LichtMartin
      C. Licht,Executive
      Vice-President (Executive Officer)BY:
                      /s/
      John GrippoJohn
      GrippoChief
      Financial Officer (Principal Financial
Officer)




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant in the
capacities and on the date indicated.




Signature
                          
                          Title
                          
                          Date/s/
      Mark Lazar
                          
                          Director
                          
                          January
      13, 2009Mark
      Lazar/s/
      Martin Licht
                          
                          Chairman
                          
                          January
      13, 2009Martin
      Licht/s/
      Alberto Salvucci
                          
                          Director
                          
                          January
      13, 2009Alberto
      Salvucci/s/
      Gary Stein
                          
                          Director
                          
                          January
      13, 2009Gary
      Stein/s/
      Henryk Jakubowski
                          
                          Director
                          
                          January
      13, 2009Henryk
      Jakubowski/s/
      Steven Kessler
                          
                          Director
                          
                          January
      13, 2009Steven
      Kessler


- 18
-