UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                Amendment No. 1


(Mark One)
                 |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2003


                [ ] 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                      (IRS Employer
    incorporation or organization)                    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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<PAGE>

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:

     Issued and outstanding as of December 31, 2003: 23,395,000 shares common
     stock, $0.001 par value

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



                                      -ii-
<PAGE>
NOTE: This first amended quarterly report on Form 10-QSB of Perfect Health Care
Corp. is filed to disclose restated financial statements for the quarterly
period ended December 31, 2003. We have restated our financial statements to
correct errors in the reporting of operating leases, the expensing of
advertising and market development costs, and the accrual of compensation
expense in the proper accounting periods. The effects of these corrections are
shown in Note C to the restated financial statements.

                         PART 1 - FINANCIAL INFORMATION

Item 1  -  Financial Statements

The accompanying unaudited financial statements of Perfect Health Care Corp.
(the "Company"), have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB. Accordingly, these financial statements may not
include all of the information and disclosures required by generally accepted
accounting principles for complete financial statements. These financial
statements should be read in conjunction with the restated audited financial
statements and the notes thereto for the fiscal year ending June 30, 2003, which
are included in our first amended Annual Report on Form 10-KSB for the fiscal
year ended June 30, 2003, filed with the U.S. Securities and Exchange Commission
November 15, 2004. In the opinion of management, the accompanying unaudited
financial statements contain all adjustments necessary to fairly present the
Company's financial position as of December 31, 2003 and its results of
operations and its cash flows for the three months ended December 31, 2003.


                                      -1-
<PAGE>

                            PERFECT HEALTH CARE CORP.
                                  Balance Sheet
                                   (Unaudited)
<TABLE>
<CAPTION>
            Assets                                               Restated           Restated
                                                            December 31, 2003     June 30, 2003
                                                            -----------------  -----------------
Current Assets

<S>                                                          <C>                <C>
       Cash and cash equivalents                             $           633    $       246,516
       Accounts receivable, net of allowance for
          doubtful accounts                                           54,573             54,069
       Prepaid expenses                                                3,220              7,676
                                                            -----------------  -----------------
                                      Total Current Assets            58,426            308,261


Property and Equipment

       Office furniture and equipment                                 13,371             11,309
       Vehicles                                                        6,064              6,064
       Leasehold improvements                                          1,588              1,588
       Less - accumulated depreciation                                (2,973)              (713)
                                                            -----------------  -----------------
                                Net Property and Equipment            18,050             18,248

            Total Assets                                     $        76,476    $       326,509
                                                            =================  =================

            Liabilities and Stockholders' Equity (Deficit)

Current Liabilities

       Bank Overdraft                                        $         3,890    $            -
       Accounts payable and accrued liabilities                      118,961             18,407
       Deferred revenue                                               66,228             74,975
       Accrued compensation                                           56,875             65,800
       Advances by stockholder and director                           37,061             10,000
                                                            -----------------  -----------------
                                 Total Current Liabilities           283,015            169,182

Stockholders' Equity (Deficit)

       Preferred stock
            $.001 par value; 25,000,000 authorized,
              1,600,000 shares issued and outstanding                  1,600              1,600
       Common Stock
            $.001 par value; 200,000,00 shares authorized,
            23,066,000 shares issued and outstanding                  23,395             23,066
       Additional Paid-in Capital                                    582,305            516,834
       Less stock subscriptions receivable                            (7,500)           (72,500)
       Retained earnings (deficit)                                  (806,339)          (311,673)
                                                            -----------------  -----------------
                                     Total Liabilities and
                            Stockholders' Equity (Deficit)          (206,539)           157,327
                                                            -----------------  -----------------

                                Total Stockholders' Equity   $        76,476    $       326,509
                                                            =================  =================
</TABLE>

               See accompanying notes to the financial statements.

                                      -2-
<PAGE>

                            Perfect Health Care Corp.
                             Statement of Operations
                       Six Months Ended December 31, 2003
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                    Restated
                                                               December 31, 2003
                                                               -----------------

<S>                                                                    <C>
Revenue from Card Sales                                                $ 46,557

Cost of Card Sales                                                       26,529
                                                               -----------------

Gross Profit                                                             20,028

Expenses
       Selling, general and administrative expense                      512,434
       Depreciation                                                       2,260
                                                               -----------------

                                               Total Expenses           514,694

                                                     Net Loss        $ (494,666)
                                                               =================


Net Loss per Common Share                                               $ (0.02)
                                                               =================

Weighted Average Common Shares Outstanding                           23,340,167
                                                               =================
</TABLE>



               See accompanying notes to the financial statements.


                                      -3-
<PAGE>

                               Perfect Health Care Corp.
                                Statement of Cash Flows
                       Six Months Ended December 31, 2003
                                      (Unaudited)
<TABLE>
<CAPTION>

                                                                                Restated
                                                                              December 31,
                                                                                  2003
                                                                              -------------
Operating Activities
<S>                                                                            <C>
    Net Loss                                                                   $  (494,666)
       Adjustments to reconcile net loss to cash used
          by operating activities:
            Depreciation                                                             2,260
            Changes in operating assets and liabilities
                (Increase) decrease in accounts receivable                            (504)
                (Increase) decrease in prepaid expenses                              4,456
                Increase (decrease) in accounts payable & accrued liabilities      104,444
                Increase (decrease) in accrued compensation                         56,875
                Increase (decrease) in advances by stockholder/director             17,061
                Increase (decrease) in deferred revenue                             (8,747)
                                                                              -------------
                                       Cash used by Operating Activities          (318,821)

Investing Activities
    Purchase of property and equipment                                              (2,062)
                                                                              -------------

                                      Net cash from Investing Activities            (2,062)

Cash Flows from Financing Activities
       Cash advances by stockholder/director                                        10,000
       Payments of stock subscriptions receivable                                   65,000
                                                                              -------------

                                      Net cash from Financing Activities            75,000
                                                                              -------------

Net increase (decrease) in cash                                                   (245,883)

Cash at July 1, 2003                                                               246,516
                                                                              -------------

Cash at September 30, 2003                                                     $       633
                                                                              =============


Cash paid for income taxes                                                     $         -
                                                                              =============

Cash paid for interest                                                         $         -
                                                                              =============
</TABLE>


               See accompanying notes to the financial statements.


                                      -4-
<PAGE>

                            PERFECT HEALTH CARE CORP.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (Unaudited)


A.  BASIS OF PRESENTATION

The Interim financial statements of Perfect Health Care Corp. (the Company) for
the six months ended December 31, 2003 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 consolidated financial statements
contain all adjustments, consisting only of normal recurring accruals, necessary
for a fair presentation of the Company's financial position as of September 30,
2003 and the results of operations and cash flows for the six months ended
December 31, 2003.

The results of operations for the six months ended December 31, 2003 are not
necessarily indicative of the results for a full year period.


B.  SIGNIFICANT ACCOUNTING POLICIES

(a)      Accounting methods

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

(b)       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.

(c)      Revenue Recognition

The Company has expensed the costs of acquiring, exploring and developing its
precious metal properties during the periods in which they were incurred, and
will continue to do so until it is able to determine if it has commercially
recoverable ore reserves present on the properties. If it determines that such
reserves exist, it will capitalize further costs.



                                      -5-
<PAGE>

Reclamation bonds for which the Company has posted refundable cash deposits
cover the restoration and rehabilitation of the Company's BLM properties. The
Company does not believe that it is obligated for significant environmental,
rehabilitation or restoration expenses for the mining operations it has
conducted to date. The Company believes that its cash deposits could be totally
refunded without significant additional expenditures to restore its mining
properties.

(d)      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."

(e)      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.

(f)  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.

C.  RESTATEMENT OF FINANCIAL STATEMENTS

The Company has restated its financial statements to correct errors in the
reporting of operating leases, the expensing of advertising and market
development costs and the accrual of compensation expense in the proper
accounting periods.

The effects of these corrections on net income (loss) and earnings (loss) per
share are noted below:



                                      -6-
<PAGE>

                                             Originally
                                              Reported        Restated
                                            ------------    ------------

Revenue from card sales                         $46,557         $46,557

Cost of card sales                               26,529          26,529
                                            ------------    ------------
                      Gross profit               20.028          20,028

Expenses:
       Selling, General & Administrative        459,415         512,434
       Interest expense, net                      5,602               -
       Depreciation                              23,187           2,260
                                            ------------    ------------
                      Total expense             488,204         514,694

                                            ------------    ------------
Net (loss)                                     (468,176)       (494,666)

Net (loss) per share                                .02             .02
                                            ============    ============

Weighted average                             23,340,167      23,340,167
                                            ============    ============


Item 2  -  Management's Discussion and Analysis or Plan of Operation

NOTE: The following discussion and analysis should be read in conjunction with
the Company's Interim Financial Statements (unaudited) and the Notes to the
Financial Statements for the six month period ended December 31, 2003.

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.



                                      -7-
<PAGE>

     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 very
good 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 insurance products, however we have yet to consummate such a marketing
partnership. A reseller agreement 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.

Six Months Ended December 31, 2003

     Revenues for the quarter and six months ended December 31, 2003 were
$13,460 and $46,557. Operating expenses for the quarter and six months ended
December 31, 2003 were $236,278 and $514,694, respectively, most of which is
attributable to selling and administrative expense. Total operating loss for the
quarter was $238,481, or about $.01 per share, and for the six month period
$468,666, or about $.02 per share.


Plan of Operation

     Although we are achieving some sales on a regular basis, our current level
of revenues is not sufficient to cover our operating expenses. Subsequent to the
period covered by this report, we received additional funds in payment of stock
subscriptions and from advances by directors, but our cash reserves still are
adequate to sustain our current level of operations for only about three months.
We will have to raise additional capital within the next three months in order
to continue our marketing and other business development activities. If we are
unable to raise additional capital we will have to significantly curtail our
operations and may even be unable to continue in business.




                                      -8-
<PAGE>

                           PART II - OTHER INFORMATION


Item 6  -  Exhibits and Reports on Form 8-K


Exhibits

       Exhibit No.               Description
     ----------------          --------------------------------------

          31.1                 Certification of CEO
          31.2                 Certification of CFO
          32.1                 Certification of CEO
          32.2                 Certification of CFO




                                   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.


December 20, 2004                               /s/ Antoine Jarjour
                                                -------------------------------
                                                President


December 20, 2004                               /s/ James Young
                                                -------------------------------
                                                Chief Financial Officer



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