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,
2009




OR




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




For the
transition period from _______________ to ______________________




Commission
file number 000-53327




LifeHealthCare,
Inc.


(Exact
name of Registrant as specified in its charter)




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





315 Post Road West,
2ndFlr Westport, CT
06880


(Address
of Principal Executive Offices with Zip Code)




Registrant’s
telephone number, including area code (203)
226-5900




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 o   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. o




Indicate
by check mark whether the Registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2)  Yes o   No
x




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




Issuer’s
revenues for its most recent fiscal year: September 30, 2009 = $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, 2010, was approximately $3,200,000 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, 2010, 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 315 Post Road
West, 2nd Flr.
Westport, CT 06880, and our telephone number is (203) 226-5900.





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, 2009, our net loss was $503,574.  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, 2009, 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.





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 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.





- 2
-




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.





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.





- 3
-


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





Item
      2.
            Description
      of Property





The
Company’s principal executive offices are located at 315 Post Road West, 2nd Flr
Westport, CT 06880 at no cost.  As the Company has no employees, the
office is primarily for mail and phone calls, there is an estimate of $9,000 per
year for the value for the space was estimated in the financials.  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





Our
common stock is listed on the Over-The-Counter bulletin boards under the symbol
“LFHEE”.  The transfer agent and registrar for the Company is
Continental Stock & Transfer Trust, 17 Battery Place, 8th Floor, New York,
New York 10004.








High
            LowCommon Stock Fiscal 20081st
      Quarter
            $.NA
            $.NA2nd
      Quarter
            $.NA
            $.NA3rd
      Quarter
            $.NA
            $.NA4th
      Quarter
            $.NA
            $.NACommon Stock Fiscal 20091st
      Quarter
            $.NA
            $.NA2nd
      Quarter
            $.NA
            $.NA3rd
      Quarter
            $.NA
            $.NA4th
      Quarter
            $0.09
            $0.09





The
closing price of our common stock on January 13, 2010 was $0.09.





As of
January 13, 2010, 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, 2009 and, 2008.
The selected financial information presented below should be read in conjunction
with such consolidated financial statements and notes thereto.


- 5
-


Selected
Financial Information





2009
            
            
            2008Revenue
            
            $
            0
            
            
            $
            0Net
      Loss
            
            
            (503,574
            )
            
            
            (176,869
            )Total
      Assets
            
            
            0
            
            
            
            222,730Stockholders’Equity(Deficit)
            
            
            (231,119
            )
            
            
            113,975








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 315 Post Road
West, 2nd Flr,
Westport, CT 06880, and our telephone number is (203) 226-5900.





Results
of Operations





Fiscal
2009 Compared to Fiscal 2008





Revenues





The
Company had no revenues or operations in either 2009 or 2008.





Cost
of Sales





The
Company had no cost of sales or operations in either 2009 or 2008.





Impairment
Loss





The
Company recognized $113,930 impairment loss during the year ended September 30,
2009 and $77,500 during the same period in fiscal 2008.  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 2009 loss was attributable to the
investment the Company received in the company owned by Mr. Jakubowski and the
abandonment of the lozenge patent.


- 6
-




Selling,
General and Administrative Expenses





The
Company recognized $389,644 in general and administrative and professional
expenses in 2009.  The Company recognized $91,869 in general and
administrative expenses in 2008.  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 and the amortization of the prepaid directors fees in
2009.  There were no issuances of stock for services in
2008.





Provision
for Income Taxes





The
Company had no income tax expense, net of valuation allowance on deferred taxes
in either 2009 or 2008.





Net
Loss





The
Company recognized net losses of $503,574 during fiscal 2009 as compared to
$176,869 during the prior year for an overall decrease in net loss of $326,705.
The increase was due primarily to the issuance of stock for services, the
amortization of prepaid directors fees and the write off of the investment in
the company owned by Mr. Jakubowski in 2009.





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, 2009
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.





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.


- 7
-





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





The
income tax (provision) benefit is computed on the basis of the various tax
jurisdictions' income or loss before income taxes. Deferred income taxes reflect
the tax effects of differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. The Company uses judgment and assumptions to determine if valuation
allowances for deferred income tax assets are required if realization is not
likely by considering future market growth, forecasted operations, future
taxable income, and the amounts of earnings in the tax jurisdictions in which it
operates.





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





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





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.


- 8
-


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-11








F-1


REPORTOF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


LifeHealthCare,
Inc.


Westport,
CT





We have
audited the accompanying balance sheets of LifeHealthCare, Inc. (the “Company”)
as of September 30, 2009 and 2008 and the related statements of operations,
shareholders’ (deficit) equity and cash flows for the years ended September 30,
2009 and 2008 and the development stage period from inception to September 30,
2009.  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, 2009 and 2008 and the results of their operations and their cash
flows for the years ended September 30, 2009 and 2008 and the development stage
period from inception to September 30, 2009, 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, 2010





F-2


LIFEHEALTHCARE, INC.


(A
Development Stage Corporation)


BALANCE
SHEETS


SEPTEMBER
30, 2009 and 2008





ASSETS
            
            2009
            
            
            2008Current
      assets:Total
      current assets
            
            $
            0
            
            
            $
            0Other
      assets:Prepaid
      directors fees
            
            
            0
            
            
            
            108,800Deposit
            
            
            0
            
            
            
            2,200Investment
            
            
            0
            
            
            
            100,000Patent
      related costs
            
            
            0
            
            
            
            11,730Total
      other assets
            
            
            0
            
            
            
            222,730Total
      Assets
            
            $
            0
            
            
            $
            222,730LIABILITIES AND SHAREHOLDERS’
      EQUITYCurrent
      liabilities:Accrued
      liabilities
            
            $
            134,290
            
            
            $
            26,975Due
      to officer
            
            
            96,829
            
            
            
            81,780Total
      current liabilities
            
            
            231,119
            
            
            
            108,755Total
      Liabilities
            
            
            231,119
            
            
            
            108,755Commitments
      and ContingenciesShareholders’
      Equity:Preferred
      Stock, $.001 par value; authorized 1,000,000 shares; no shares
      issued
            
            
            0
            
            
            
            0Common
      stock, $0.001 par value,50,000,000 shares
      authorized;  28,749,265 and 24,487,265 shares issued and
      outstanding
            
            
            28,749
            
            
            
            24,487Additional
      paid-in capital
            
            
            1,614,931
            
            
            
            1,460,713Deficit
      accumulated during development stage
            
            
            (1,874,799
            )
            
            
            (1,371,225
            )Total
      Shareholders’ Equity
            
            
            (231,119
            )
            
            
            113,975Total
      Liabilities and Shareholders’ Equity
            
            $
            0
            
            
            $
            222,730





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, 2009  AND 2008


AND
THE DEVELOPMENT STAGE PERIOD (FROM INCEPTION TO SEPTEMBER 30, 2009)





2009
            
            
            2008
            
            
            Development Period
              (Inception to
              September 30, 2009)Revenues
            
            $
            0
            
            
            $
            0
            
            
            $
            0Professional
      Expenses
            
            
            205,443
            
            
            
            88,369
            
            
            
            312,339Amortization
      expense
            
            
            0
            
            
            
            7,500
            
            
            
            22,500Impairment
      loss
            
            
            113,930
            
            
            
            77,500
            
            
            
            1,360,629General
      & administrative expenses
            
            
            184,201
            
            
            
            3,500
            
            
            
            179,331Total
      selling, general and administration expenses
            
            
            503,574
            
            
            
            176,869
            
            
            
            1,874,799Net
      loss before income tax
            
            
            (503,574
            )
            
            
            (176,869
            )
            
            
            (1,874,799
            )Provision
      for income taxes
            
            
            0
            
            
            
            0
            
            
            
            0Net
      loss
            
            $
            (503,574
            )
            
            $
            (176,869
            )
            
            $
            (1,874,799
            )Loss
      Per Share – Basic and Fully Diluted
            
            $
            (0.02
            )
            
            $
            (0.47
            )Weighted
      Average Common Stock OutstandingBasic
      and Fully Diluted
            
            
            27,838,136
            
            
            
            375,443





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, 2009  AND 2008





DevelopmentAdditional
            
            
            StagePreferred Stock
            
            
            Common Stock
            
            
            Paid-in
            
            
            AccumulatedShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            TotalBalance,
      September 30, 2007
            
            
            -
            
            
            $
            0
            
            
            
            1
            
            
            $
            0
            
            
            $
            1,200,000
            
            
            
            (1,194,356
            )
            
            $
            5,644Spinoff
      of LifeHealthCare, Inc. from Market & Research, Corp.
            
            
            
            
            
            
            
            
            
            
            14,974,403
            
            
            
            14,974
            
            
            
            (14,974
            )
            
            
            
            
            
            
            0Issuance
      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
            
            
            0
            
            
            
            0
            
            
            
            24,487,265
            
            
            
            24,487
            
            
            
            1,460,713
            
            
            
            (1,371,225
            )
            
            
            113,975Issuance
      of shares for services and    intellectual
      property
            
            
            
            
            
            
            
            
            
            
            4,262,000
            
            
            
            4,262
            
            
            
            154,218
            
            
            
            
            
            
            
            158,480Net
      loss for the year ended September 30, 2009
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (503,574
            )
            
            
            (503,574
            )Balance,
      September 30, 2009
            
            
            0
            
            
            $
            0
            
            
            
            28,749,265
            
            
            $
            28,749
            
            
            $
            1,614,931
            
            
            $
            (1,874,799
            )
            
            $
            (231,119
            )





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, 2009 AND 2008


AND
THE DEVELOPMENT STAGE PERIOD (FROM INCEPTION TO SEPTEMBER 30, 2009)





2009
            
            
            2008
            
            
            Development Period
              (Inception to
              September 30, 2009)Cash
      Flows from Operating Activities:Net
      loss
            
            $
            (503,574
            )
            
            $
            (176,869
            )
            
            $
            (1,874,799
            )Impairment
      loss
            
            
            113,930
            
            
            
            77,500
            
            
            
            1,360,629Amortization
            
            
            108,800
            
            
            
            7,500
            
            
            
            131,300Shares
      issued for services
            
            
            158,480
            
            
            
            76,400
            
            
            
            234,880Changes
      in assets and liabilitiesIncrease
      in accrued liabilities
            
            
            107,314
            
            
            
            15,469
            
            
            
            134,290Net
      Cash Used in Operating Activities
            
            
            (15,050
            )
            
            
            0
            
            
            
            (13,700
            )Cash
      Flows from Financing Activities:Proceeds
      from officer
            
            
            15,050
            
            
            
            0
            
            
            
            13,700Net
      Cash Provided by Financing Activities
            
            
            15,050
            
            
            
            0
            
            
            
            13,700Net
      Change in Cash
            
            
            0
            
            
            
            0
            
            
            
            0Cash,
      Beginning
            
            
            0
            
            
            
            0
            
            
            
            0Cash,
      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
            
            
            $
            108,800Common
      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 formed in 2002, has not operated since it was
incorporated.  LifeHealthCare, Inc.(the "Company") 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.





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


F-7


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, 2009 and 2008 the mortization expense on intangible assets
amounted to $0 and $7,500, 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, 2009, management determined that the CE Designation was
fully impaired.





Stock-Based
Compensation





The
Company applies the provisions of ASC 718, “Compensation — Stock Compensation”,
which requires companies to measure all employee stock-based compensation awards
using a fair value method and recognize compensation cost in its financial
statements.  The Company recognizes the fair value of stock-based
compensation awards as selling, general and administrative expense in the
consolidated statements of operations on a straight-line basis over the vesting
period.  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 $158,480 and $76,400 in consulting and
directors fees for the years ended September 30, 2009 and 2008, respectively,
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





Income
tax expense is based on pretax income.  Deferred income taxes are computed
using the asset-liability method in accordance with ASC 740, “Income Taxes”, and
are provided on all temporary differences between the financial basis and the
tax basis of the Company’s assets and liabilities.  The Company accounts
for any uncertain tax positions, including issues related to the recognition and
measurement of those tax positions, in accordance with the tax position guidance
in ASC 740.  During the year ended September 30, 2009, the Company
recognized no adjustments for uncertain tax benefits.





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 liquidation rights.  The Company is authorized to issue 1,000,000
shares of preferred stock, $.001 par value.





Net
Income (Loss) Per Share





Net
Income (Loss) per common share is based on the Net Income (Loss) divided by
weighted average number of common shares outstanding.





Diluted
earnings per share are computed using weighted average number of common shares
plus dilutive common share equivalents outstanding during the period using the
treasury stock method.  As the Company has a loss for the periods
ended September 30, 2009 and 2008 the potentially dilutive shares are
anti-dilutive and are thus not added into the earnings per share
calculation.





Recently
Issued Accounting Standards





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





F-8


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





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





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





In
December 2007 the FASB issued ASC 805, “Business Combinations”.  Under
ASC 805, an entity is required to recognize the assets acquired, liabilities
assumed, contractual contingencies, and contingent consideration at their fair
value on the acquisition date. It further requires that acquisition-related
costs are recognized separately from the acquisition and expensed as incurred,
restructuring costs generally expensed in periods subsequent to the acquisition
date, and changes in accounting for deferred tax asset valuation allowances and
acquired income tax uncertainties after the measurement period impact income tax
expense.  The adoption of ASC 805 will change the accounting treatment
for business combinations on a prospective basis beginning in the first quarter
of fiscal year 2010 and is not expected to have a material impact on the
financial statements.





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





In
April 2008 the FASB issued guidance which was primarily codified into ASC
350 “Intangibles — Goodwill and Other”.  The guidance amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of intangible assets.  The intent of the guidance
is to improve the consistency between the useful life of a recognized intangible
asset under the accounting standards and the period of the expected cash flows
used to measure the fair value of the asset.  The Company will adopt in the
first quarter of fiscal 2010 and will apply the guidance prospectively to
intangible assets acquired after adoption.  Such adoption is not
expected to have a material impact on the financial statements..





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





Reclassifications





Certain
amounts from prior years have been reclassified to conform to the 2009
presentation.





F-9


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 $1,875,000, 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, 2009 and 2008 are
as follows:





2009
            
            
            2008Patent
      Cost
            
            $
            0
            
            
            $
            11,730





NOTE
      5.
            RELATED
      PARTY TRANSACTIONS





As of
September 30, 2009 and , Martin Licht, an officer and director of the Company,
has advanced the Company $96,829 and $81,780, respectively, to pay for operating
costs, patent related costs and the deposit.  These advances are
unsecured, non-interest bearing, and due on demand.





NOTE
      6.
            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 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 $680,000 as of
September 30, 2009 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-10


Deferred
tax assets and the valuation account as of September 30, 2009 and 2008 are as
follows:





2009
            
            
            2008Deferred
      tax asset:Net
      operating loss carryforward
            
            $
            230,000
            
            
            $
            170,000Valuation
      allowance
            
            
            (230,000
            )
            
            
            (170,000
            )$
            -
            
            
            $
            -





The
components of income tax expense are as follows:





2009
            
            
            2008Current
      Federal Tax
            
            $
            -
            
            
            $
            -Current
      State Tax
            
            
            -
            
            
            
            -Change
      in NOL benefit
            
            
            (60,000
            )
            
            
            (33,000
            )Change
      in allowance
            
            
            60,000
            
            
            
            33,000$
            -
            
            
            $
            -





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
            
            
            
            20282009
            
            
            502,000
            
            
            
            2029





NOTE
      7.
            COMMITMENTS,
      CONTINGENCIES AND OTHER MATTERS





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 $31,500 per year.





NOTE
      8.
            SUBSEQUENT
      EVENT





In
connection with preparation of the Financial Statements for fiscal year ended
September 30, 2009, the Company has evaluated subsequent events for potential
recognition and disclosures through January 13, 2010, the date of financial
statement issuance, and determined there were no such events.


F-11


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
            
            68
            
            Chairman,
      Executive Vice PresidentGary
      Stein
            
            60
            
            DirectorMark
      Lazar
            
            57
            
            Director,
      PresidentAlberto
      Salvucci
            
            54
            
            DirectorSteven
      Kessler
            
            63
            
            Vice
      PresidentJohn
      Grippo
            
            54
            
            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.





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.





- 11
-





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.





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.





- 12
-


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, 2007, 2008 and 2009.  None of the Company’s
executive officers received compensation in excess of $100,000 during the fiscal
year ended September 30, 2009.





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,
            2009
            0
            0
            0
            0
            0
            0
            0
            0Vice
      President,
              Director
      (1)
            2008
              2007
            0
              0
            0
              0
            4,400
              0
            0
              0
            0
              0
            0
              0
            0
              0
            4,400
              0Martin
      Licht,(3)
            2009
            0
            0
            0
            0
            0
            0
            0
            0Executive
      Vice
              President,
      Ckairman
            2008
              2007
            0
              0
            0
              0
            25,000
            0
              0
            0
              0
            0
              0
            0
              0
            25,000John
      Grippo,(6)
            2009
            0
            0
            0
            0
            0
            0
            0
            0Chief
      Financial
              Officer
            2008
              2007
            0
              0
            0
              0
            4,400
              0
            0
              0
            0
              0
            0
              0
            0
              0
            4,400
              0Gary
      Stein, (2)Director
            2009
              2008
              2007
            0
              0
              0
            0
              0
              0
            0
              25,000
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              25,000
              0Alberto
      Salvucci, (4)
            2009
            0
            0
            0
            0
            0
            0
            0
            0Director
            2008
              2007
            0
              0
            0
              0
            4,400
              0
            0
              0
            0
              0
            0
              0
            0
              0
            4,400
              0Mark
      Lazar, (5)
            2009
            0
            0
            0
            0
            0
            0
            0
            0President,
      Director
            2008
              2007
            0
              0
            0
              0
            25,000
              0
            0
              0
            0
              0
            0
              0
            0
              0
            25,000
              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.





Stock
Issued in fiscal 2009 and 2008





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.





Options
Granted in Fiscal 2009 and 2008





None.





Grant
of Plan-Based Awards





None





Option
Exercises and Stock Vested





None





Outstanding
Equity Awards at Fiscal Year End





None





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.





- 14
-


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 ofBeneficial Shareholder
            
            Common Stock
            
            
            Percentage of
              Ownership
              (1)(2)
            
            
            Percentage
              of Voting
              Power
              (1)(2)Alberto
      Salvucci
              315
      Post Road West, 2nd
      Flr
              Westport,
      CT 06880
            
            
            999,183
            
            
            
            3.51
            %
            
            
            3.51
            %Martin
      Licht(3)
              315
      Post Road West, 2nd
      Flr
              Westport,
      CT 06880
            
            
            6,000,000
            
            
            
            21.09
            %
            
            
            21.09
            %Steven
      Kessler
              315
      Post Road West, 2nd
      Flr
              Westport,
      CT 06880
            
            
            508,333
            
            
            
            1.79
            %
            
            
            1.79
            %John
      Grippo
              315
      Post Road West, 2nd
      Flr
              Westport,
      CT 06880
            
            
            515,000
            
            
            
            1.81
            %
            
            
            1.81
            %Gary
      Stein (4)
              315
      Post Road West, 2nd
      Flr
              Westport,
      CT 06880
            
            
            3,333,334
            
            
            
            11.72
            %
            
            
            11.72
            %Mark
      Lazar
              315
      Post Road West, 2nd
      Flr
              Westport,
      CT 06880
            
            
            1,333,334
            
            
            
            4.69
            %
            
            
            4.69
            %All
      executive officers and
              directors
      as a group
              (6
      persons)
            
            
            12,689,184
            
            
            
            44.
      60
            %
            
            
            44.
      60
            %





- 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, 2010.





(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 2009 totaled $18,211 and 2008 totaled -0-.





Tax
Fees





No fees
billed by Company by Sobel & Co., LLC for its tax returns for the fiscal
year 2009 and 2008.





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 2009 and 2008,
respectively.





Audit
Committee Pre-Approval Policies





None





- 16
-


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





EXHIBIT
INDEX





ExhibitNumber
            
            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, 200821.1
            
            Subsidiary31.1
            
            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 200232.1
            
            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 Westport, State of Connecticut, on
the 13th day of January 2010.





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, 2010Mark
      Lazar/s/
      Martin Licht
            
            Chairman
            January
      13, 2010Martin
      Licht/s/
      Alberto Salvucci
            
            Director
            January
      13, 2010Alberto
      Salvucci





- 18
-





/s/
      Gary Stein
            
            Director
            January
      13, 2010Gary
      Stein/s/
      Mark Lazar
            
            Director
            January
      13, 2010Mark
      Lazar