UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



(Mark One)

|X|  QUARTERLY REPORT UNDER SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended
March 31, 2005



[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D)

OF THE EXCHANGE ACT



For the transition period from ______________ to ______________





Commission file number  000-30697





PERFECT HEALTH CARE CORP.

(Exact name of small business as specified in its charter)





NEVADA

48-1302159

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)





4017 Colby Avenue, Everett, Washington 98201

(Address of principal executive offices)





(425) 258-4222

(Issuer's telephone number)







(Former name, former address, and former fiscal year, if changed since last report)







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



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS



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



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:



As of March 31, 2005, 23,511,000 shares common stock, $0.001 par value



Transitional Small Business Disclosure Format (Check one):  Yes  [ ]    No  |X|













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PART 1 - FINANCIAL INFORMATION





Item 1  -  Financial Statements



In the opinion of management, the accompanying un-audited financial statements included in this Form 10-QSB reflect all adjustments necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.



PERFECT HEALTH CARE, INC.

Balance sheet

(Unaudited)



|                               |                                                             | Assets                                                    |                       |                       |                      
|------------------------------ | ----------------------------------------------------------- | --------------------------------------------------------- | --------------------- | --------------------- | ---------------------
|                               |                                                             |                                                           | March 31, 2005        |                       | June 30, 2004        
|Current Assets                 |                                                             |                                                           |                      
|                               | Cash and cash equivalents                                   | $                4,956                                    |                       | $              27,872
|                               | Accounts receivable, net of allowance for doubtful accounts | 9,798                                                     |                       | 41,343               
|                               | Prepaid expenses                                            | 1,615                                                     |                       | 1,440                
|                               |                                                             | Total Current Assets                                      | 16,369                |                       | 70,655               
|Property and Equipment         |                                                             |                                                           |                      
|                               | Office furniture and equipment                              | 14,229                                                    |                       | 13,729               
|                               | Vehicles                                                    | 6,064                                                     |                       | 6,064                
|                               | Leasehold improvements                                      | 8,611                                                     |                       | 7,703                
|                               | Less - accumulated depreciation                             | (8,198)                                                   |                       | (5,486)              
|                               |                                                             | Net Property and Equipment                                | 20,706                |                       | 22,010               
|                               |                                                             | Total Assets                                              | $              37,075 |                       | $              92,665
|                               |                                                             |                                                           |                       |                       |                      
|                               |                                                             | Liabilities and Stockholders' Equity (Deficit)            |                       |                       |                      
|                               |                                                             |                                                           |                       |                       |                      
|Current Liabilities            |                                                             |                                                           |                      
|                               | Accounts payable and accrued liabilities                    | $            133,043                                      |                       | $              87,553
|                               | Deferred revenue                                            | 31,114                                                    |                       | 58,043               
|                               | Accrued compensation                                        | 120,950                                                   |                       | 83,450               
|                               | Advances by stockholders and directors                      | 407,723                                                   |                       | 273,578              
|                               |                                                             | Total Current Liabilities                                 | 692,830               |                       | 502,624              
|Stockholders' Equity (Deficit) |                                                             |                                                           |                      
|                               | Preferred stock                                             |                                                           |                       |                      
|                               |                                                             | $.001 par value; 25,000,000 shares authorized,            |                       |                       |                      
|                               |                                                             | 1,600,000 shares issued and outstanding                   | 1,600                 |                       | 1,600                
|                               | Common Stock                                                |                                                           |                       |                      
|                               |                                                             | $.001 par value; 200,000,00 shares authorized, 23,511,000 |                       |                       |                      
|                               |                                                             | and 23,066,000 shares issued and outstanding at           |                       |                       |                      
|                               |                                                             | March 31, 2005 and June 30, 2004, respectively            | 23,511                |                       | 23,511               
|                               | Additional Paid-in Capital                                  | 611,189                                                   |                       | 611,189              
|                               | Less stock subscriptions receivable                         | (7,500)                                                   |                       | (7,500)              
|                               | Retained earnings (deficit)                                 | (1,284,555)                                               |                       | (1,038,759)          
|                               |                                                             | Total Liabilities and Stockholders' Equity (Deficit)      | (655,755)             |                       | (409,959)            
|                               |                                                             | Total Stockholders' Equity (Deficit)                      | $              37,075 |                       | $              92,665



The
accompanying notes are an integral part of the financial statements.





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PERFECT HEALTH CARE, INC.

Statement of Operations

(Unaudited)



|                                           |                                             |                | Three months ended                     |         | Three months ended                 |         | Nine months ended                            |         | Nine months ended
|------------------------------------------ | ------------------------------------------- | -------------- | -------------------------------------- | ------- | ---------------------------------- | ------- | -------------------------------------------- | ------- | -----------------
|                                           |                                             |                | March 31, 2005                         |         | March 31, 2004                     |         | March 31, 2005                               |         | March 31, 2004   
|                                           |                                             |                |                                        |         |                                    |         |                                              |         |                  
|Revenue from Card Sales                    | $                      
        10,898      |                | $                       
       17,516 |         | $                     
     40,330 |         | $                        
         64,073   
|                                           |                                             |                |                                        |         |                                    |         |                                              |         |                  
|Cost of Card Sales                         | 10,286                                      |                | 17,278                                 |         | 32,602                             |         | 43,807                                      
|                                           |                                             |                |                                        |         |                                    |         |                                              |         |                  
|Gross Profit                               | 612                                         |                | 238                                    |         | 7,728                              |         | 20,266                                      
|                                           |                                             |                |                                        |         |                                    |         |                                              |         |                  
|Expenses                                   |                                             |                |                                        |         |                                    |         |                                              |        
|                                           | Selling, general and administrative expense | 47,559         |                                        | 109,467 |                                    | 250,811 |                                              | 621,901
|                                           | Depreciation                                | 904            |                                        | 1,130   |                                    | 2,712   |                                              | 3,390  
|                                           |                                             |                |                                        |         |                                    |         |                                              |         |                  
|                                           |                                             | Total Expenses | 48,463                                 |         | 110,597                            |         | 253,523                                      |         | 625,291          
|                                           |                                             |                |                                        |         |                                    |         |                                              |         |                  
|                                           |                                             | Net Loss       | $                   (47,851)           |         | $          (110,359)               |         | $       (245,795)                            |         | $      (605,025) 
|                                           |                                             |                |                                        |         |                                    |         |                                              |         |                  
|Net Loss per Common Share                  | $                     
            (0.00)   |                | $           
                   (0.00) |         | $                
         (0.00)  |         | $                       
             (0.02)
|                                           |                                             |                |                                        |         |                                    |         |                                              |         |                  
|Weighted Average Common Shares Outstanding | 23,511,000                                  |                | 23,511,000                             |         | 23,511,000                         |         | 23,511,000                                  



The
accompanying notes are an integral part of the financial statements.









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PERFECT HEALTH CARE, INC.

Statement of Operations

(Unaudited)



|                                         |                                    |                                                |                                              |                                                                   |                                      | Three months ended                         |                                     | Three months ended                         |                                          | Nine months ended |                                          | Nine months ended
|---------------------------------------- | ---------------------------------- | ---------------------------------------------- | -------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------ | ------------------------------------------ | ----------------------------------- | ------------------------------------------ | ---------------------------------------- | ----------------- | ---------------------------------------- | -----------------
|                                         |                                    |                                                |                                              |                                                                   |                                      | March 31, 2005                             |                                     | March 31, 2004                             |                                          | March 31, 2005    |                                          | March 31, 2004   
|Operating Activities                     |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                           
|                                         | Net Loss                           |                                                |                                              |                                                                   | $                    
      (47,851) |                                            | $                    
    (110,359) |                                            | $                        
     (245,796) |                   | $                       
      (605,025)
|                                         |                                    | Adjustments to reconcile net loss to cash used |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                  
|                                         |                                    | by operating activities:                       |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                  
|                                         |                                    |                                                | Depreciation                                 |                                                                   | 904                                  |                                            | 1,130                               |                                            | 2,712                                    |                   | 3,390                                   
|                                         |                                    |                                                | Provision for bad debts                      |                                                                   | -                                    |                                            | -                                   |                                            | -                                        |                   | -                                       
|                                         |                                    |                                                | Preferred stock issued for services rendered |                                                                   | -                                    |                                            | -                                   |                                            | -                                        |                   | -                                       
|                                         |                                    |                                                | Changes in operating assets and liabilities  |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                         
|                                         |                                    |                                                |                                              | (Increase) decrease in accounts receivable                        |                                      | 10,318                                     |                                     | (3,346)                                    |                                          | 31,545            |                                          | (3,850)          
|                                         |                                    |                                                |                                              | (Increase) decrease in prepaid expenses                           |                                      | (616)                                      |                                     | 780                                        |                                          | (175)             |                                          | 5,236            
|                                         |                                    |                                                |                                              | Increase (decrease) in
    accounts payable & accrued liabilities | 5,263                                |                                            | (13,707)                            |                                            | 45,490                                   |                   | 90,737                                  
|                                         |                                    |                                                |                                              | Increase (decrease) in accrued compensation                       |                                      | 10,500                                     |                                     | 4,075                                      |                                          | 37,500            |                                          | 60,950           
|                                         |                                    |                                                |                                              | Increase (decrease) in advance by stockholders/directors          |                                      | -                                          |                                     | 33,229                                     |                                          | (6,855)           |                                          | 50,290           
|                                         |                                    |                                                |                                              | Increase decrease) in deferred revenue                            |                                      | (10,352)                                   |                                     | 372                                        |                                          | (26,929)          |                                          | (8,375)          
|                                         |                                    |                                                |                                              | Cash used by Operating Activities                                 |                                      | (31,834)                                   |                                     | (87,826)                                   |                                          | (162,508)         |                                          | (406,647)        
|                                         |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                          |                  
|Investing Activities                     |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                           
|                                         | Purchase of property and equipment |                                                | -                                            |                                                                   | -                                    |                                            | (1,408)                             |                                            | (2,062)                                 
|                                         |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                          |                  
|                                         |                                    |                                                |                                              | Net cash from Investing Activities                                |                                      | -                                          |                                     | -                                          |                                          | (1,408)           |                                          | (2,062)          
|                                         |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                          |                  
|Cash Flows from Financing Activities     |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                           
|                                         |                                    | Proceeds from sales of common stock            |                                              | -                                                                 |                                      | 29,000                                     |                                     | -                                          |                                          | 29,000           
|                                         |                                    | Payments of stock subscriptions, net           |                                              | -                                                                 |                                      | -                                          |                                     | -                                          |                                          | 65,000           
|                                         |                                    | Advances by stockholders/directors             |                                              | 35,000                                                            |                                      | 60,000                                     |                                     | 141,000                                    |                                          | 70,000           
|                                         |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                          |                  
|                                         |                                    |                                                |                                              | Net cash from Financing Activities                                |                                      | 35,000                                     |                                     | 89,000                                     |                                          | 141,000           |                                          | 164,000          
|                                         |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                          |                  
|Net increase (decrease) in cash          |                                    | 3,166                                          |                                              | 1,174                                                             |                                      | (22,916)                                   |                                     | (244,709)                                 
|                                         |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                          |                  
|Cash at beginning of period              |                                    | 1,790                                          |                                              | 633                                                               |                                      | 27,872                                     |                                     | 246,516                                   
|                                         |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                          |                  
|Cash at end of period                    |                                    | $                      
        4,956          |                                              | $                     
         1,807                             |                                      | $                           
        4,956 |                                     | $                         
          1,807
|                                         |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                          |                  
|Cash paid for income taxes               |                                    | $                  
                -          |                                              | $                             
     -                             |                                      | $                             
          - |                                     | $                       
                -
|                                         |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                          |                  
|Cash paid for interest                   |                                    | $                          
       -           |                                              | $                     
             -                             |                                      | $                          
             - |                                     | $                         
              -
|                                         |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                            |                                          |                   |                                          |                  
|Non cash flows from operating activities |                                    |                                                |                                              |                                                                   |                                      |                                            |                                     |                                           



The
accompanying notes are an integral part of the financial statements.





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PERFECT HEALTH CARE CORP.

NOTES TO FINANCIAL STATEMENTS

March 31, 2005



A.  BASIS OF PRESENTATION



The Interim financial statements of Perfect Health Care Corp. (the Company) for the three and nine months ended March 31, 2005 are not audited.  The financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America.



In the opinion of management, the accompanying financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Companys financial position as of March 31, 2005 and the results of operations and cash flows for the three and nine months ended March 31, 2005.



The results of operations for the three and nine months ended March 31, 2005 are not necessarily indicative of the results for a full year period.



B.  SIGNIFICANT ACCOUNTING POLICIES



Accounting methods



These consolidated financial statements were prepared on an accrual method of accounting.



Use of Estimates



The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and 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.



Revenue Recognition



The Company sells the Card either through annual contracts with customer payment due at the time the contract is executed or on a month-to-month basis with payment due each month.  Revenue from the sale of annual contracts is deferred and recognized on a straight line basis over the contractual term.  Revenue related to month-to-month agreements is recognized as payments are received from the customers.  Customers have the right to a refund of only their unamortized portion of the annual contract.  Month-to-month agreements have no refund rights.



Loss Per Share



Loss per share is based on the weighted average number of shares outstanding during the period.  The Company adopted SFAS No. 128, Earnings Per Share.







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Income Taxes



The Company has adopted SFAS No. 109 Accounting for Income Taxes.  The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Companys financial statements or tax returns.



In estimating future tax consequences, all expected future events, other than enactment of changes in the tax laws or rates, are considered.



Due to the uncertainty regarding the Companys future profitability, the future tax benefits of its losses have been fully reserved and no net tax benefit has been recorded in these financial statements.



Fair Value of Financial Instruments



The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.  These financial instruments include cash, tax credit recoverable, reclamation bond, loan receivable, accounts payable and accrued liabilities, amount due to a director and loan payable.  Fair values were assumed to approximate fair values or they are receivable or payable on demand.  Management is of the opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments.



















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Item 2  -  Management Discussion and Analysis



The following discussion and analysis should be read in conjunction with our un audited financial statements for the nine month period ended March 31, 2005.



Introduction



We are engaged in the marketing and administration of membership programs that entitle our members (also called "cardholders") to receive discounted rates on medical and related products and services when they purchase for cash without the aid of insurance. Our principal product is the Primary Care Card which, for a fee of $49 per month, permits the cardholder to obtain discounts ranging from 5% to nearly 70% off the regular pricing schedules when they purchase services from providers who are members of our provider networks. Services can include primary care, medical specialists, radiology, physical therapy, hospitalization, pharmaceutical, prostheses, vision care, chiropractic, alternative medicine treatments, medical evacuation, patient advocacy, and others. Other Card products, offered at lesser prices, provide discounts on varying combinations of services with varying rates of discounts.



To date, our greatest challenge has been establishing a market for our offerings. Since inception, we have focused our limited resources largely on negotiating the provider agreements needed to package what we think are exceptional products, but we have yet to demonstrate any meaningful degree of market acceptance for those products. Ongoing discussions with insurance industry executives have indicated that our Card products may be successfully "bundled" with conventional insurance products, however we have yet to consummate such a marketing partnership. Our contract with UIS (see "Item 1 - Description of Business", above) has yielded some encouraging sales results marketing the Card as a stand-alone product. And representatives of various established marketing and sales representative organizations encountered at trade shows have resulted in some re-seller agreements, but none as yet have had significant success in marketing our Card products. Our own sales efforts based on local television and print advertising have yielded some sales, but we currently lack the resources to exploit these successes.



Results Of Operations For the Nine Months Ended March 31, 2005 vs. March 31, 2004



Since our inception, we have funded our activities primarily by issuing stock and borrowing. Although we will continue periodically to seek external sources of funds, there can be no assurance that we will be able to raise sufficient capital to fund our operations. If we do raise equity capital, depending on the number of shares issued and the issue price of the shares, current shareholders' interests may be diluted.



During the fiscal year ended June 30, 2004, our first full fiscal year of operation, we raised $29,000 from sales of equity stock, and received $190,000 in advances from officers and directors. The stock sales were sales of our $.001 par value common stock made without registration under the Securities Act of 1933 (the "Act"), pursuant to a private placement under Regulation D of the Act. During the quarter ended September 30, 2004 we received and additional $73,000 in advances from officers and directors.



For the quarter ended December 30, 2004 we had revenues of $10,040 versus $13,460 for the same period in 2003. Expenses for the period were $93,685 vs. $263,278, which included accrued executive compensation of $13,500 and $27,250, respectively. The reductions in both revenues and expenses are
attributable to a scaling back of our administrative staff and direct marketing activities somewhat as we focus on establishing and further developing reseller arrangements with established marketing organizations.







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For the quarter ended March 31, 20054 we had revenues of $10,898 versus $40,330 for the same period in 2004. Expenses for the period were $48,4635 vs. $253,523. The reductions in both revenues and expenses are attributable to a scaling back of our administrative staff and direct marketing activities somewhat as we focus on establishing and further developing reseller arrangements with established marketing organizations.



The Company's consolidated financial statements were prepared on a going concern basis, which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business. Our independent auditors included in their report for the period ended June 30, 2004 cautionary language indicating substantial doubt as to the company's ability to continue as a going concern. The ability to continue as a going concern is dependent on our ability to generate profitable operations in the future, to maintain adequate financing, and to achieve a positive cash flow. There is no assurance we will be able to meet all or any of such goals.



Revenue Recognition Policy



Currently, all of our Card products are sold as renewable annual memberships, for which we receive  either monthly payments or a discounted payment in advance for the entire term. Where we receive monthly payments, we recognize revenue each month as we receive the payments. In the case of pre-paid

memberships, we defer both the revenue and the cost, recognizing them pro-rata over the succeeding periods for the period of the membership.



Liquidity and Capital Resources



At March 31, 2005 we had cash and cash equivalents of $4,956 and accounts receivable (net of allowance for doubtful accounts) of $9,798. We have reduced our administrative expenses compared to the prior quarters, but at our present levels of revenues and expenses we expect our available funds to support our operations for only about three months into the future. In the past year we have met our expenses in part through advances from certain directors and executive officers, but the individuals are not obligated to continue to make such advances. We have no lines of credit or other sources of cash, and expect to find it necessary to raise additional capital before during the next twelve months, probably through a private sale of our common stock. We expect revenues from our UIS/Quixtar remarketing agreement to continue to increase, although not to a level sufficient to cover our expenses for the foreseeable future.



Item 3  -  Controls and Procedures



An evaluation was carried out under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934,
as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.



No change in the Company's internal control over financial reporting (as defined in Rule 14-15f) of the Securities Exchange Act of 1934, as amended) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.









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PART II - OTHER INFORMATION



Item 2  -  Changes in Securities



None



Item 6  -  Exhibits and Reports on Form 8-K





Exhibits



Exhibit No.                Description

----------------      ------------------------------------------------



31.1             Certification of CEO (Section 302)

31.2             Certification of
CFO (Section 302)

32.1             Certification of CEO
(Section 906)

32.2             Certification of
CFO (Section 906)









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SIGNATURES



In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





PERFECT HEALTH CARE CORP.





June 17, 2005                   /s/ Antoine Jarjour

President, Chief Executive Officer





























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