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

                                   FORM 10-KSB


             [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2004

                                       or

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number: 000-30697


                            PERFECT HEALTH CARE CORP.
                            -------------------------
                 (Name of small business issuer in its charter)


             NEVADA                                         48-1302159
------------------------------------                ---------------------------
   (State or jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                         Identification No.)



    4017 Colby Avenue, Everett, Washington  98201            (425) 258-4222
   -------------------------------------------------------------------------
          (Address and telephone number of principal executive offices)


                               Love Calendar, Inc.
          ------------------------------------------------------------
                 Former issuer name, if changed from last report


         Securities registered under Section 12(b) of the Exchange Act:

                           None.


         Securities registered under Section 12(g) of the Exchange Act:

                           Common Stock, par value $.001 per share


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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


Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [ X ]

Revenues for this fiscal year are $71,115.

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 common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)

         As of January 1, 2005 the Company had 23,511,000 common shares issued
         and outstanding, of which 12,127,000 were held by non-affiliates. There
         is currently no market for the Company's common equity.


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

          As of January 1, 2005 the company had 23,511,000 common shares issued
          and outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

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


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Item 1  -  DESCRIPTION OF BUSINESS

Company History

     Perfect Health Care Corp. was incorporated under the laws of the state of
Nevada on March 3, 2003 with authorized common stock of 4,000,000 shares with a
par value of $.01 per share. On April 3, 2003 the articles of incorporation were
amended and restated increasing the authorized common stock to 200,000,000
shares with a par value of $0.001 per share. At the same time the Company
authorized 25,000,000 shares of non-voting preferred stock with a par value of
$.001 per share.

     On April 7, 2003 we entered into an agreement and plan of reorganization
with Love Calendar, Inc. a "reporting issuer' under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Pursuant to the terms of the
agreement, the reorganization has been accounted for as a "reverse merger
acquisition" with the Perfect Health Care Corp. being the surviving entity. In
connection with the transaction, the Company issued one share of common stock
for each share of common stock of Love Calendar, Inc. The Company issued a total
of 21,000,000 shares of stock for the outstanding shares of Love Calendar, Inc.
The purpose and effect of the reorganization was to make Perfect Health Care
Corp. a "reporting issuer" under the Exchange Act.



Industry Overview

     Perfect Health Care Corp. is engaging in a business that addresses the
growing need in the U.S. for consumer access to "affordable" health care. In the
past decade, the costs of providing even basic health services have escalated
dramatically, to the point that adequate insurance is becoming increasingly
beyond the means of employers to provide or of consumers to purchase. Twenty
years ago, 85% of U.S. employers offered health benefits to their employees,
while today the number is around 60%. Among companies with fewer than 200
employees, the number drops to around 30%.

     The United States Department of Commerce reports that more than 40,000,000
U.S. citizens are without any health insurance. Industry insiders say that the
Department's numbers understate the problem, because they measure only those who
are uninsured at a particular point in time, while the uninsured segment tends
to be transient since most people rely on their employers to provide the
coverage. In reality, an estimated 80,000,000 people in America went without
insurance for some period in the last two years, and 24 million Americans were
uninsured for the entire two-year period (source: "AMNews," April 14, 2003;
also, "Hidden Costs, Value Lost: Uninsurance in America," published June 2003 by
the Committee on the Consequences of Uninsurance of the Insitute of Medicine,
based on studies funded by the Robert Wood Johnson Foundation). Millions who do
have health insurance are seeing their premiums increase, their coverages being
reduced, or both. Skyrocketing medical liability insurance premiums for
physicians and other providers are ultimately passed through to the


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health services consumer. And brand-name prescription medication prices are
increasing at double-digit rates. As a consequence of these and other factors,
industry analysts, the media, and debates in Congress commonly refer to the
situation in terms such as "the current healthcare crisis in America."

     One innovative response to the "crisis" has been the creation of membership
medical discount plans, such as those we offer. These plans offer pre-negotiated
discounts for their members, reducing by between 5% and 70% the costs of medical
and pharmaceutical services and products for members purchasing without
insurance reimbursement. The cost of membership is typically a fraction of the
cost of major medical or HMO/PPO coverage, and the eligible providers are often
the same as those of the HMO/PPO. Thus, while not insurance, the discount plan
membership can make basic health services affordable to patients for whom those
services and products are not covered by insurance.


Products and Markets

The "National Healthcare Card(R)" Brand

     We market and support a variety of membership card products that are
similar in nature but offer differing "bundles" of benefits, and may be targeted
to different market "niches" such as employees, affinity groups, and geographic
regions. (In this discussion we use the term "the Card" to refer to our products
in the aggregate, unless the context requires otherwise.) The Card is designed
to provide discounts on purchased products and services, not replace insurance
and other options available to consumers to reduce their out-of-pocket costs for
health care services and prescriptions. The Card is not an insurance product.
There is no undertaking by us as the plan administrator to pay any portion of
any fee for services or prescriptions purchased using the Card. Rather, the Card
provides the consumer with access to networks of providers who are members of
Preferred Provider Organizations (PPOs) or other provider associations and who
have agreed in advance to honor the Card and accept previously-negotiated
reductions in their fees from patients who pay cash for their services and
prescription drugs. The cardholder simply presents his or her card to the
participating provider at the time of the service to qualify for the discount.
Our network currently includes more than 800,000 providers nationwide, whom
cardholders are able to easily identify by location and practice area using
either the toll free "800" number printed on the card, or our World Wide
Web-based provider search engine.

     The Card programs permit subscribers to enjoy the benefit of the greater
"buying power" typically available to members of large buying groups by
participating in pre-negotiated discounts off standard fees. The provider
benefits by receiving the patient referral at a predictable marketing cost
(i.e., the amount of the discount), and by eliminating the lengthy delay typical
of awaiting payment from an insurance company or HMO. The customer pays a
monthly or annual membership fee for access to our provider networks and for
extensive customer support services. The amount of the membership fee varies


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depending upon the package of benefits provided. The amount of the discount off
the providers' regular fee schedules varies depending upon the type of service
and perhaps other factors, but the discounts are genuine, ranging from about 10
percent to about 60 or in a few cases 70 percent.

     Although the Card is not insurance, and is not intended to take the place
of insurance, we believe that millions of Americans can benefit from owning the
Card whether or not they carry health insurance coverages, but especially if
they do not. Net of the discounts, it is likely that cardholders will pay
"out-of-pocket" more for specific drugs and services than with most HMO and
insurance plans, especially plans provided by large employers. On the other
hand, the minimum monthly cost of owning the Card is generally significantly
less than monthly premiums on health insurance, and one membership fee covers
the member's entire household, whereas insurance premiums normally increase as
family members are added. These features make the Card especially attractive for
families that only occasionally purchase drugs and medical services, and whose
expected benefits would not justify the cost of insurance coverage. In some
cases, it may be prudent for a family to increase deductibles and copayment
amounts on their insurance in order to lower their monthly premium payments,
then pay cash for routine and low-cost services using the Card with its provided
discounts.

     In general, we believe the Card to be potentially attractive and beneficial
to health care consumers in the following categories:

     o    People with or without insurance coverage

     o    People with gaps in their insurance coverage.

     o    People who have been turned down for insurance coverage of a procedure
          due to a pre-existing condition clause.

     o    People who have been turned down for insurance because of age or
          infirmity.

     o    People who have reached the yearly and/or lifetime benefit limits of
          their insurance policy.

     o    People who choose alternative healthcare solutions that are often not
          covered by HMOs, PPOs, or other insurances.

     o    The self-employed.

     o    Small business owners who want to provide their employees with a
          healthcare benefit.

     o    Employees whose employers have terminated or curtailed employee health
          benefits.



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<PAGE>

     The Institute of Medicine of the National Academy of Sciences recently
reported that the lack of insurance is associated with Americans getting too
little care too late. (Source: "A Shared Destiny: Effects of Uninsurance on
Individuals, Families, and Communities," National Academies Press, March 2003,
based on studies funded by the Robert Wood Johnson Foundation.) According to the
report, the uninsured are sicker, die younger, and receive less care for
traumatic injuries than people with health insurance. We hope and expect that
membership in our discount healthcare programs will encourage the uninsured and
under-insured to seek appropriate care when needed. Even where no medical need
arises, we hope and expect that cardholders will benefit from a level of comfort
and security in the knowledge that if uninsured medical services should be
needed, they may be had at substantial discounts.

     At present, our potential market is the continental United States, the
geographic area covered by our provider networks. As a practical matter,
geographic markets will initially be limited to those areas addressed from time
to time by our own marketing efforts and those of UIS/Quixtar, which currently
include the Pacific Northwest, the Southeastern and the Northeastern United
States. (See "Marketing - Direct Sales" under this Item 1).

The National Healthcare Card Plus(R)

     Our flagship product is the National Healthcare Card Plus(R). Sold as a
one-year renewable membership, the Plus card gives the member and all those in
his or her household pre-negotiated discounts off the providers' regular prices
for:

     o   Physicians - both primary care and specialists
     o   Hospitals and clinics
     o   Therapists
     o   Radiology services
     o   Laboratory services
     o   Dental care
     o   Vision care
     o   Pharmacy - both retail and mail order
     o   Alternative healthcare - including yoga, acupuncture, massage,
         holistic, etc.
     o   Chiropractic
     o   24-hour nurse support

      plus,

     o   Veterinary services and pet products, and
     o   Prepaid legal services (for all legal matters, not just healthcare
         related)

Our network includes more than 800,000 providers nationwide. Most major
metropolitan areas have very good provider coverage, comparable to large HMOs
and PPOs; in certain regions, however, we have too few providers in certain
categories to make the card useful for some consumers. We have an ongoing


                                      -4-
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program of nominating new providers in all areas to become members of the
provider network; in the meantime, in order to assist prospective cardmembers in
making a purchase decision, we provide both on-line and toll-free provider
search capabilities so that they can determine whether their providers of choice
are members of our network. After enrollment, the member receives extensive
customer support, including access to our 24-hour "Nurse on Call" help line
system. This program allows cardmembers real-time access to licensed registered
nurses to answer questions about a variety of personal health issues, including:

     o   Practical solutions for minor injuries and illnesses

     o   How to prepare for the doctor visit and what questions to ask the
         doctor

     o   Suggestions for wellness practices

     o   Understanding the available healthcare choices

     o   Advice on prescription and over-the-counter medications

     o   Where to find more information about medical conditions

     o   Where to contact support groups for specific conditions

     Currently, there are three alternative versions of the National Healthcare
Card(R) that offer varying mixes of benefits. These are:

     o   "Prescription Care"

     o   "Prescription Plus Care"

     o   "Primary Care"

     o   "Platinum Care"


Other Products

     In addition to the National Healthcare Card(R) products, we intend to
develop and market a portfolio of similar products with features and benefits
oriented toward certain "niche" markets. These markets may include geographic
regions, employee groups, non-profit fraternal and other affinity groups, retail
stores, medical specialty areas, and others. These card products would function
in essentially the same manner as the National Healthcare Card, but would allow
the group to have input on the bundle of benefits, eligibility, and pricing of
the plans. In addition, these affinity group products could be either (a)
"co-branded," meaning the product would be identified with both us and the
group, or (b) "private labeled," that is, identified exclusively with the group
but with PHCC providing the plan administration and customer support.




                                      -5-
<PAGE>

Marketing

     We believe the National Healthcare Card(R) to provide an attractive package
of benefits that should be competitive with other offerings in the medical
discount industry. Accordingly, we are committed to investing a substantial
portion of our resources, if and as they become available, in building a strong
network of providers, and a customer service capability that we expect will
ensure that most new subscribers have a satisfactory experience with their
memberships and will want to continue beyond the initial subscription period. In
the expectation of satisfactory rates of customer retention, we are offering
features that should encourage new subscribers to try out our Card by reducing
or eliminating the risk. These features include early cancellation privileges,
refund guarantees, and "trial" periods of free or discounted membership.

     Although within the United States there are no geographic restrictions on
the markets for our Card, per se, as a practical matter we lack the resources
necessary to undertake a national marketing effort. Moreover, many of the more
sparsely-populated areas of the country lack a sufficient number of providers
who are members of our provider network to make the Card of practical use to
consumers there. Accordingly, we currently focus our marketing efforts in the
areas of Western Washington and Oregon states. UIS, however, may market our
products through Quixtar anywhere in the U.S.

Direct Sales

     In July of 2003 we entered into an agreement with Universal Insurance
Services ("UIS") whereby UIS will distribute, on a non-exclusive, best-efforts
basis, the Card and derivative products through its sales agents and affiliated
"independent business owners" ("IBOs"). We have agreed that UIS may, at its
option, market products that may directly or indirectly compete against our
products; nevertheless, we expect, although we cannot be certain, that UIS
agents and IBOs will actively market our products as complements to their own
offerings.

     Our agreement with UIS is for an initial two-year term, renewable for
one-year terms, with either party having the right to cancel for good cause. The
agreement obligates us to supply Card products, maintain an informational
website with provider look-up capability, provide a telephonic or other
electronic means for cardholders to locate providers, and pay a fixed rate of
commission on each card sold as agreed upon from time to time (UIS determines
the rate paid to the sales rep). UIS is not guaranteeing us any minimum level of
sales. We have the right to train the sales reps on our products and to approve
all sales material and contracts prior to their use. UIS has already begun its
sales activities on our behalf and is contributing a substantial portion of our
initial sales volume. A copy of the UIS agreement is filed as Exhibit 10.2 to
this Annual Report.



                                      -6-
<PAGE>

     We also intend eventually to develop our own direct marketing force to sell
the Company's brand, although the details are not yet final. We will likely have
to raise additional capital before we can establish an effective in-house sales
force.

Web Marketing

     We are developing a sophisticated, interactive World Wide Web site to help
market and support our National Healthcare Card(R) plans. Currently, visitors
can make inquiries, search our network for providers in their local areas, and
even enroll online if they so choose. Eventually, password-protected areas of
the website will permit providers to obtain news and information specific to
their interests, and sales reps to access the training materials, schedules, and
individual commission information.

     Naturally, in order for a website to be useful as a marketing tool,
prospective customers must know about it and visit it. With millions of websites
competing for the consumer's attention, driving traffic to a particular site can
be challenging as well as expensive. We intend to enter relationships with
various high-traffic Internet sites whereby we will purchase "pay-per-click"
advertising space, meaning we are charged for the ad based on the number of
actual referrals to our website, rather than the number of visual impressions.
We also intend to hire employees or consultants with expertise in web marketing,
although we have not engaged any such specialists as yet.

The URL of our website is http://www.nhcplus.com.


Trade Shows and Industry Conventions

     In order to gain exposure for the our Card products, as well as to initiate
contact with potential resellers and wholesale customers, we exhibit at various
trade shows and industry conventions in related industries, such as insurance,
pharmaceutical, and healthcare. While it is premature to quantitatively measure
the effectiveness of these exposures, our early experience suggests that they
will prove effective in the long term as an on-going source of business. These
exposures are quite costly, however, and unless we can raise additional capital
in the next 12 months we may have to curtail or suspend our attendance at them
before they result in meaningful revenues.


Competition

     The 10-year-old market for non-insurance healthcare discount programs is
becoming quite competitive. As a new entry into the business, we face
significant challenges in achieving an initial market penetration and in
sustaining a rate of growth sufficient to ensure our success. A number of
competing firms already have established marketing organizations and customer
support structures. Many have significantly greater financial resources and
consumer recognition than we have.



                                      -7-
<PAGE>

     To effectively compete in the discount medical marketplace, at a minimum we
will have to be able to:

     a)   identify individuals and groups who are likely prospects for our
          products;

     b)   get our sales message in front of those prospects cost-effectively;

     c)   establish and maintain relationships with providers and provider
          networks ("PPOs")

     d)   offer a competitive combination of benefits at competitive pricing;

     e)   recruit and train sales reps to present our products accurately and
          compellingly; and

     f)   provide superior provider and customer support.


     The following are the companies we have identified as those likely to be
our primary competitors for customers, providers, and sales reps:

         AmeriPlan  -  Texas
         Full Access Medical  -  Georgia
         Precis, Inc. (NASDAQ: PCIS)   -  Oklahoma
         U. S. Health Advisors  -  Texas
         Family Care  -  Georgia

In addition, a number of companies offer medical discount programs that are
localized geographically, or specialized in certain service categories such as
dental, chiropractic, or pharmacy. Recently, several of the major drug
manufacturers have begun, or announced plans to begin, offering prescription
discount cards applicable to their own drug brands only.

     In competing effectively for sales, we believe the two most important
features of medical discount programs to be the cost/benefit ratio of the plan,
and the after-sale customer support. Because of the marketing cost of acquiring
each new customer, it will be important that as many customers as possible have
a satisfactory experience in realizing the various benefits from the Card so
that they will renew their Card membership beyond the initial period.
Accordingly, if and when financial resources become available to us, we intend
to make investments in at least the following areas:



                                      -8-
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     a) researching our markets to keep abreast of trends in the demand for
     consumer-paid healthcare. Company employees monitor the following resources
     to keep us abreast on trends and demands: TV media, Internet news rooms, HR
     sites, searching the web for new developments on new cards that have
     entered the market, newspaper articles, and magazines like Business Week.
     NHC analyzes the data to see if we find a value for comparisons and
     statistics that we may not have had;

     b) training our sales reps to completely and accurately explain the
     benefits, limitations, and use of each Card product. Each sales rep that
     comes into our program receives a training package with access to an in
     house sales rep to answer further question, brochures, and business cards.
     For those reps who live within our office area we have an informational
     open house 4 to 5 times a month. This program is a hands on program and
     teaches how to look up information on our website, how to approach new
     providers and members;

     c) staffing and training a sophisticated customer-support center, from
     which both cardholders and providers can get prompt, courteous, and
     complete information about all aspects of our programs. We train personnel
     in how to present the information to non-members and members for the best
     out come for that individual person. Each Customer Service Representative
     ("CSR") has a handbook at his or her station so there is no guess work in
     what is said between the CSR and material that is sent to a member and what
     a CSR has said. Over the pass year we have added new networks with the
     added benefit of being able to use their CSR's to answer questions on
     providers and how there network works; and

     d) constantly seeking and negotiating new agreements with PPO's and
     providers. . In the past year we have negotiated new agreements with new
     networks with better services that benefit ours members. This includes
     networks that have more providers of all kinds with a higher percentage of
     savings for those services.

     The costs of the networks are paid out of the membership fees from our
cardholders. The costs of research and training will vary and are difficult to
predict. We estimate the cost of training sales reps at about $75,000 per year,
and customer service reps at about $2,500 each. Our ability to continue to fund
these activities and to continue in business will depend upon our success in
acquiring additional funding.



                                      -9-
<PAGE>

Suppliers

     Our principle supplier is Alliance HealthCard, Inc., of Norcross, Georgia
("Alliance"). Under our agreement, which runs through June of 2006 and renews
automatically unless either party terminates, Alliance guarantees our
cardholders access to their network of over 800,000 providers nationwide, in
varying combinations of specialties and at varying discounts from the scheduled
prices for covered services. We bear all of the marketing and administration
costs for the cards we sell. (A copy of the agreement is attached as Exhibit
10.6 to this Annual Report.)

     Although we have arrangements with secondary suppliers, Alliance currently
supplies the provider commitments for almost all of our sales. Should we lose
the Alliance arrangement for any reason we would expect to establish a primary
relationship with one of our secondary suppliers. Should we be unable to replace
the Alliance arrangement with a similar arrangement with another provider
network, our business could be disrupted, as the provider agreement is necessary
in order for us to be able to offer the discounts to our cardholders.


Regulation

     At present, the healthcare discount programs we plan to offer are not
subject to regulation as insurance policies, and our sales representatives need
not be licensed as insurance brokers. We will not pay or guarantee payment for
medical services, or in any way represent that our Card pays benefits like an
insurance policy. However, there is no assurance that future legislative or
regulatory enactments will not cause our proposed operations to become
regulated. We cannot now predict the impact on our business of compliance with
any new laws or regulations, but it is likely there would be a material effect
in either increased cost of compliance, restrictions on our operations, or both.

     Most states have a pyramid marketing statute to restrict direct marketing
activities of the sort commonly referred to as "pyramid schemes," in which the
"downline" reps typically end up with garages full of inventory, while those at
the top of the organizational pyramid reap commissions for signing up new reps
rather than for sales of products. We intend to scrupulously avoid entering into
any selling relationships of this type, and in fact we never charge advance fees
from resellers or marketing reps, but we cannot be certain that state
authorities will not from time to time challenge our sales structure, causing us
to incur legal or other expenses.

     On April 14, 2003, regulations went into effect to establish patient
privacy protections as part of the Heath Insurance Portability and
Accountability Act of 1996 (HIPAA). HIPAA included provisions designed to
encourage electronic transmission of patient information between and among
providers, benefit plans, and health care clearinghouses. The new regulations,
developed by the Department of Health and Human Services, represent a uniform
federal floor of privacy protections for consumers.



                                      -10-
<PAGE>

     We believe our organization falls under the general HIPAA guidelines for
Business Associates. Members of our senior management team are completing a
comprehensive course which provides the following information:

     o    Overview of the Health Insurance Portability and Accountability Act of
          1996
     o    Technical and Physical Safeguards
     o    Privacy Notices
     o    Business Associates Written Agreements

     We expect to have certain employees who deal with customer service
department take a similar course. We plan to establish comprehensive policies
and procedures to assure continuing compliance with the scope and regulations of
HIPAA as changes occur. Adjustments to these policies and procedures with be
made in a timely manner after any required changes become effective.

     Twenty-three states have "business opportunity" laws that prohibit sales of
business opportunities unless the seller gives potential purchasers a pre-sale
disclosure document that has been filed with a designated state agency. We
believe that our reseller arrangements will not generally be classified as
"business opportunities" as our agreements are made with pre-existing
enterprises who are merely adding our products to an existing product mix.
Further, we require no investment by firms entering re-seller relationships with
us, nor do we require that they purchase sales materials or other items from us
nor make any other form of advance payment.

     The Federal Trade Commission, as well as the securities regulators in
states having a franchise law, may assert that our relationships with marketing
representatives are subject to the registration, disclosure and reporting
requirements applicable to franchises. Although we intend to structure our
marketing relationships so as to avoid application of franchise laws, we may
from time to time have to expend resources in refuting such franchise law
claims, and if we are found to be in violation may have to pay civil penalties,
be enjoined from doing business in the jurisdiction, or both.

Employees

     We currently have seven full time and 2 part time employees, in technical,
customer service, and sales capacities. Over the next year we expect to add
employees, but have not yet determined the numbers or capacities.

     We believe we have a good relationship with our employees. We have no union
contracts or labor relations issues.

Facilities

     All of our operations are located in a 5,500 square foot office building
located at 4017 Colby Avenue, Everett, Washington. The building is owned by our
President, Antoine Jarjour, whom we pay $2,300 per month on a month-to-month
verbal agreement. Our Board, with Mr. Jarjour abstaining, made a determination
that the payment amount is fair and reasonable and that the arrangement serves


                                      -11-
<PAGE>

the interests of the Company. Mr. Jarjour is under no obligation to continue to
provide the space for any period in the future.

Research and Development

     To date, we have not incurred expenses classified as "research and
development."

Risk Factors

     An investment in our common stock is highly speculative and subject to a
high degree of risk. You may lose money by investing in our common stock so only
persons who can bear the risk of the loss of their investment should invest.
Prospective investors should carefully consider the following factors in
deciding whether to invest in our stock.

WE MAY NOT BE ABLE TO CONTINUE IN BUSINESS. Our independent auditor's report for
the year ended June 30, 2004 expresses substantial doubt about our ability to
continue as a going concern. Unless we can achieve a rapid and substantial
increase in sales, which is unlikely, or raise additional capital, we will have
to discontinue operations which could result in a loss on your investment.

WE MAY NOT BE ABLE TO CREATE A MARKET FOR OUR PRODUCTS. Our performance depends
on market acceptance of our products, which is unproven. We expect to derive
substantially all of our revenues from the sales of our medical and pharmacy
savings cards, none of which have yet demonstrated widespread market acceptance.
If we cannot develop a market for our products, or if they develop more slowly
than expected or are subject to very intense competition, we may not ever reach
profitability and may fail, which would like cause a loss on an investment in
our stock.

YOUR INVESTMENT IN OUR COMMON STOCK MAY BE SUBJECT TO SUBSTANTIAL DILUTION. We
will likely require additional capital to finance our growth. Although we
believe our available capital to be sufficient for our initial product
development and training programs, we expect to face substantial competition as
we expand our marketing activities, and will likely need to raise additional
capital for advertising, promotion, recruitment and training. If we raise funds
by selling additional equity stock, the proportionate interests of existing
shareholders will be diminished (i.e., "diluted").

OUR PRESIDENT MAY BE ABLE TO EXERCISE EFFECTIVE CONTROL OF THE COMPANY. Antoine
Jarjour, our president and a member of our board of directors, holds preferred
stock that is convertible into 16,000,000 shares of common stock, which if
converted would represent approximately 53.1% of the shares then-outstanding.
Accordingly, Mr. Jarjour may be able to influence more than 50% of the voting
power of our stock. Such concentration of voting power may limit the ability of
outside interests to effect a change of control of the Company that could be
beneficial to the majority of shareholders.

THERE MAY BE LIMITED OR NO LIQUIDITY IN OUR COMMON STOCK AND ITS PRICE. There is
currently no public trading market for our common stock. Although we intend to
apply to have our stock quoted on the NASD's Over-the-Counter Bulletin Board


                                      -12-
<PAGE>

(the "OTC-BB"), there is no guarantee we will be successful in doing so.
Furthermore, listing on the OTC-BB does not assure that an adequate volume of
trading will develop or that bids and offers will be available at favorable
prices. Accordingly, it may be difficult or impossible to liquidate shares of
our common stock at a price equal to or greater than the price paid.

OUR OPERATIONS MAY BE AFFECTED BY FUTURE CHANGES IN INSURANCE LAWS AND
REGULATIONS. At present, our proposed products are not regulated as insurance
products, and our marketing reps are not required to be licensed as insurance
brokers. However, there is no assurance that state or federal legislatures will
not in the future seek to bring our products and sales activities under the
jurisdiction of insurance regulators. Should that occur, we may face substantial
costs of compliance with the new laws and regulations, or may be foreclosed from
selling our products in certain jurisdictions, which could diminish the value of
our common stock.

INITIALLY, WE WILL BE DEPENDENT ON LIMITED MARKETING AVENUES FOR OUR PRODUCTS.
Although we intend eventually to develop our own network marketing organization,
initially we will depend for a significant portion of our sales on our
relationship with Universal Insurance Services and its network marketing
organization, as well as our website. There is no assurance that UIS' marketing
reps will be successful in selling the expected quantities of our products, or
that they will not at some point elect to sell competing products, or that they
will not terminate their relationship with us. Should any of these events occur,
our revenues could fall significantly below expectations, and we could incur
substantial costs to develop alternative marketing avenues.

INITIALLY, WE WILL BE DEPENDENT ON ONE OR A FEW PROVIDER NETWORKS. It is likely
that until such time as we achieve a subscriber base of a several thousand
cardholders, or more, we will be dependant on maintaining a relationship with a
single PPO for each category of services (i.e., medical, pharmacy, veterinary).
If, for any reason, we should lose a provider relationship, and be unable to
promptly replace it with a new one, we may no longer be unable to offer certain
benefits to new subscribers, which could have a negative impact on our sales.


Special note on forward-looking statements

         This Annual Report on Form 10-KSB contains forward-looking statements.
Forward-looking statements involve known and unknown risks and uncertainties
that may cause the company's actual results in future periods to differ
materially from forecasted results. These risks and uncertainties include, among
other things, the ability of the company's products to gain market acceptance,
stability of the regulatory environment, our ability to establish and sustain
beneficial relationships with sales reps and provider organizations, and others.
Some of these forward-looking statements can be identified by the use of


                                      -13-
<PAGE>

forward-looking terminology including "believes," "expects," "may," "should," or
"anticipates" or their negative forms, or other variations on them, or by their
proximity to discussions of strategies that involve risks and uncertainties.
When reading these forward-looking statements, you should recognize that they:

     o   discuss our future expectations, which may or may not come to pass;
     o   imply projections of our future operating results or financial
         condition that could vary;
     o   state other forward-looking information.

     We think discussing our future expectations can be valuable to you;
however, you should consider the prospect of events occurring in the future over
which we have no control, and the possibility of conditions arising that we
could not accurately predict.


ITEM 2  -  DESCRIPTION OF PROPERTY

     We do not own any real property. We have not yet adopted any policies
regarding investment in real property, as we do not expect to make any real
estate purchases in the foreseeable future.


ITEM 3  -  LEGAL PROCEEDINGS

     We know of no current or threatened legal proceedings disclosable under
this Item.


ITEM 4  -  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.



                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market

     Our authorized capital consists of 200,000,000 shares of $.001 par value
common stock, and 25,000,000 shares of undesignated preferred stock. As of
January 1, 2005 we had 23,511,000 shares of common stock issued and outstanding,
of which 11,384,000 shares, or 41.5%, were held by our affiliates. Taking into
account securities convertible into our common stock, and assuming all such
securities were to be converted, affiliates would hold 68.5% of the common
stock.



                                      -14-
<PAGE>

     There is currently no trading market for our shares, so purchasers of our
common stock may find it difficult or impossible to dispose of them. We are in
the process of applying to the National Association of Securities Dealers
("NASD") to have our shares quoted on the Over-the-Counter Bulletin Board
("OTC-BB") electronic quotation system, but we cannot assure you when, if ever,
an active trading market in our shares will develop.

     We believe that approximately 21,000,000 shares of our common stock may be
eligible for resale under Rule 144 of the Securities Act of 1933. Should a
trading market in our stock develop, and should a significant number of these
eligible shares be offered for sale, our stock price would likely fall.

Holders of Common Stock

     As of September 30, 2004 there were 65 holders of record of our common
stock. That number does not include stockholders for whom shares were held in
nominee or street name.

Transfer Agent

     The Transfer Agent and Registrar for our common stock is Holladay Stock
Transfer of Scottsdale, Arizona.

Preferred Stock

     As of January 1, 2005 there were 1,600,000 shares of $.001 par value
preferred stock outstanding, designated as "Series A." All of the shares were
issued to our President, Antoine Jarjour, in exchange for services to the
company relating to the development and implementation of our business plan and
organization. Each share is convertible into 10 shares of our common stock, and
have no voting rights. The shares pay a quarterly dividend equal to $.0075 per
year per share, beginning one year following their issue and continuing until
conversion, are not callable by the company, or redeemable by the holder. Our
board of directors has sole power to designate classes and series of preferred
stock.

Dividend Policy

     Holders of our common stock are entitled to receive such dividends as our
board of directors may declare from time to time from any surplus that we may
have. However, we have not paid any cash dividends since our inception, and it
is unlikely that we will pay cash dividends on the common stock in the
foreseeable future.


Recent Sales of Unregistered Securities

     The following securities were sold by officers of the Company without the
use of an underwriter. In effecting the sales, we relied on the exemption
authority provided by Section 4(2) of the Securities Act of 1933, as amended,
relating to sales not involving any public offering, and on Regulation D. We


                                      -15-
<PAGE>

believe that all such sales were made by our executive officers in private,
negotiated transactions without any advertising, public announcements or general
solicitation. The purchasers of the shares represented themselves in writing to
be, and the company believes them to be, members of one or more of the following
classes:

     a.   Officers, directors, promoters or control persons of the issuer; or
     b.   Individuals or entities who are accredited investors as defined in
          Rule 501 of Regulation D under the Securities Act of 1933; or
     c.   Individuals who:
          i.   Are knowledgeable and sophisticated in investment matters;
          ii.  Are able to assess the risks of an investment such as in our
               securities;
          iii. Are financially able to bear the risk of a loss of their entire
               investment; and
          iv.  Have access to pertinent information regarding the issuer and its
               operations.

The shares are subject to the resale provisions of Rule 144 and may not be sold
or transferred without registration except in accordance with Rule 144.
Certificates representing the securities bear a legend to that effect.


<TABLE>
<CAPTION>
===============================================================================================================
          Date                   Class                       Amount           Price(US$)   # of Purchasers
----------------------------------------------------- ---------------- ------------------ -----------------
3/03/2003           $.001 par value Series A               1,600,0001       $0.016/share          1
                    Preferred Stock
4/14 - 6/30/2003    $.001 par value Common Stock            2,036,000        $0.25/share          9
                    Common Stock Purchase Warrant             509,000             $0.002          9
7/22/2003           $.001 par value Common Stock               30,000        $0.25/share          1
                    Common Stock Purchase Warrant               7,500             $0.002          1
                    $.001 par value Common Stock              329,000             $0.253          3
2/24/2004           $.001 par value Common Stock              116,000             $0.254          2
-----------------------------------------------------------------------------------------------------------
(1)   Issued to the president of the company in exchange for business
      planning and organizational services in connection with the company's
      membership discount medical plan business.
(2)   One warrant was issued with each four common shares subscribed.
(3)   Issued to three executive officers of the Company in consideration of services to the corporation.
(4)   Issued for cash.
===============================================================================================================
<S>     <C>
</TABLE>




                                      -16-
<PAGE>

Employee Stock Benefit Plan

On July 1, 2003, we adopted our 2003 Stock, Option and Restricted Stock Benefit
Plan. On July 21, 2003, we filed a registration statement on Form S-8 to
register 5,000,000 shares of our $.001 par value common stock for possible
issuance under the plan. The plan permits the company to issue both incentive
stock options and non-qualified stock options, as well as direct awards of
either registered or restricted stock. The full board serves as the
administration committee and determines eligibility and awards. The following
table lists shares issued under the plan during the fiscal year ended June 30,
2004:


<TABLE>
<CAPTION>
======================================================================================
          Date                     Class                    Amount       Issued to:
--------------------- --------------------------------- ------------ ----------------
July 22, 2003         $.001 par value Common Stock1         200,000       Officer
July 22, 2003         $.001 par value Common Stock1          75,000      Employee2
July 23, 2003         $.001 par value Common Stock1          54,000       Officer
-------------------------------------------------------------------------------------
(1)    Restricted
(2)    Employee was subsequently appointed an executive officer of the Company
=====================================================================================
<S>     <C>
</TABLE>

No options have yet been issued under the Plan, and the maximum number of shares
issuable under the plan (including via the exercise of options) is 5,000,000, of
which 4,671,000 remain available for issue.


Item 6  -  MANAGEMENT'S DISCUSSION AND ANALYSIS

     The following discussion and analysis should be read in conjunction with
our audited financial statements for the fiscal year ended June 30, 2004.

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


                                      -17-
<PAGE>

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 Fiscal Year Ended June 30, 2004 vs. 2003

     Since our inception, we have funded our activities by 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.

     We had revenues of $71,115 for the year, plus $58,043 in deferred revenues
for prepaid annual memberships (see "Revenue Recognition Policy" following).
These amounts are versus $26,892 and $74,975, respectively, for the partial
fiscal year from our inception on March 3, 2003 through June 30, 2003.

     Expenses in the period were $765,091 vs. $329,971. Expenses included
$65,800 of accrued compensation to executive officers and key personnel, which
we expect to settle by issuing common stock. Other significant expense
categories were:



                                      -18-
<PAGE>

                                            2004               2003
                                      --------------   ---------------
         Advertising Costs            $    177,637      $      38,993
         Rent                               42,500              9,500
         Lease Expense                      38,396             21,902
         Payroll Expense                   274,178            139,536
         Professional Fees                  81,389             57,397
         Telephone                          33,928             15,337
         Office                             45,904             11,378
         Other                              75,932             35,928

     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 June 30, 2004 we had cash and cash equivalents of $27,872. At our
present levels of revenues and expenses, we expect the funds we received in
advances from shareholders to support our operations for approximately nine
months into the year. Certain directors and executive officers have advanced
funds to us to help meet our monthly expenses and continue our marketing
efforts, however they are not obligated to do so in the future. It is likely
that we will need to raise additional capital to sustain our administrative and
marketing expenditures before we achieve significant revenues from operations.
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.

     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.




                                      -19-
<PAGE>

Item 7  -  FINANCIAL STATEMENTS

                         Madsen & Associates, CPA's Inc.
                               Ted A. Madsen, CPA
                               684 E. Vine St. #3
                               Murray, Utah 84107
                          801-268-2632 fax 801-262-3978



Board of Directors and Stockholders
Perfect Health Care Corp.


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the accompanying balance sheet of Perfect Health Care as of June
30, 2004 and the related statements of operations, stockholders' equity and cash
flows for the period ending June 30, 2004. 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 audit provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Perfect Health Care Corp. as of
June 30, 2004 and the results of its operations and cash flows for the period
ending June 30, 2004 in conformity with accounting principles generally accepted
in the United States.

As discussed in note 6 to the financial statements, the Company has restated its
financial statements to correct errors in accounting for operating leases of the
Company, the reorganization with Love Calendar, Inc., and the recognition of
expenses in the proper period.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The company has incurred a significant
operating loss since inception and will need additional working capital to fund
its operations which raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are described in
note 7 to the financial statements. These financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


Madsen & Associates CPA's, Inc.
Salt Lake City, Utah
September 15, 2004



                                      -20-
<PAGE>

                            PERFECT HEALTH CARE CORP.
                                  Balance Sheet
                                  June 30, 2004
<TABLE>
<CAPTION>

            Assets                                                                  Restated
                                                              June 30, 2004      June 30, 2003
                                                              -------------     --------------
Current Assets

<S>                                                           <C>               <C>
       Cash and cash equivalents                              $     27,872      $     246,516
       Accounts receivable, net of allowance
          for doubtful accounts                                     41,343             54,069
       Prepaid expenses                                              1,440              7,676
                                                              -------------     --------------
                                  Total Current Assets              70,655            308,261

Property and Equipment

       Office furniture and equipment                               13,729             11,309
       Vehicles                                                      6,064              6,064
       Leasehold improvements                                        7,703              1,588
       Less - accumulated depreciation                              (5,486)              (713)
                                                              -------------     --------------
                            Net Property and Equipment              22,010             18,248

                                          Total Assets        $     92,665      $     326,509
                                                              =============     ==============
            Liabilities and Stockholders' Equity (Deficit)

Current Liabilities

       Accounts payable and accrued liabilities               $     87,553      $      18,407
       Deferred revenue                                             58,043             74,975
       Accrued compensation                                         83,450             65,800
       Advances by stockholders and directors                      273,578             10,000
                                                              -------------     --------------

                             Total Current Liabilities             502,624            169,182

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 June 30, 2004 and
               2003, respectively                                   23,511             23,066
       Additional Paid-in Capital                                  611,189            516,834
       Less stock subscriptions receivable                          (7,500)           (72,500)
       Retained earnings (deficit)                              (1,038,759)          (311,673)
                                                              -------------     --------------
  Total Liabilities and Stockholders' Equity (Deficit)            (409,959)           157,327
                                                              -------------     --------------
                  Total Stockholders' Equity (Deficit)        $     92,665      $     326,509
                                                              =============     ==============
</TABLE>

                 See accompanying notes to financial statements


                                      -21-
<PAGE>

                            PERFECT HEALTH CARE CORP.
                             Statement of Operations
                       Years Ended June 30, 2004 and 2003


<TABLE>
<CAPTION>
                                                                              Restated
                                                           June 30, 2004   June 30, 2003
                                                           -------------   -------------

<S>                                                        <C>             <C>
Revenue from Card Sales                                    $     71,115    $     26,892

Cost of Card Sales                                               28,337           8,594
                                                           -------------   -------------

Gross Profit                                                     42,778          18,298

Expenses
       Selling, general and administrative expense              765,091         329,258
       Depreciation                                               4,773             713
                                                           -------------   -------------

                                        Total Expenses          769,864         329,971

                                              Net Loss     $   (727,086)   $   (311,673)
                                                           =============   =============


Net Loss per Common Share                                     $   (0.03)      $   (0.01)
                                                           =============   =============

Weighted Average Common Shares Outstanding                   23,415,917      21,688,667
                                                           =============   =============
</TABLE>


                 See accompanying notes to financial statements




                                      -22-
<PAGE>

                            PERFECT HEALTH CARE CORP.
                             Statement of Cash Flows
                       Years ended June 30, 2004 and 2003

<TABLE>
<CAPTION>
                                                                         Restated        Restated
                                                                       June 30, 2004   June 30, 2003
                                                                       -------------   -------------
Operating Activities
<S>                                                                      <C>             <C>
    Net Loss                                                             $ (727,086)     $ (311,673)
       Adjustments to reconcile net loss to cash used
          by operating activities:
            Depreciation                                                      4,773             713
            Provision for bad debts                                           2,960           2,689
            Preferred stock issued for services rendered                          -          25,000
            Changes in operating assets and liabilities
                Increase (decrease) in accounts receivable                    9,766         (56,758)
                Increase (decrease) in prepaid expenses                       6,236          (7,676)
                Increase (decrease) in accounts payable
                   & accrued liabilities                                     69,146          18,407
                Increase (decrease) in accrued compensation                  83,450          65,800
                Increase (decrease) in advance by
                   stockholders/directors                                    73,578               -
                Increase decrease) in deferred revenue                      (16,932)         74,975
                                                                       -------------   -------------
                                   Cash used by Operating Activities       (494,109)       (188,523)

Investing Activities
    Purchase of property and equipment                                       (8,535)        (18,961)
                                                                       -------------   -------------

                                  Net cash from Investing Activities         (8,535)        (18,961)

Cash Flows from Financing Activities
       Proceeds from sales of common stock                                   29,000         444,000
       Payments of stock subscriptions, net                                  65,000
       Advances by stockholders/directors                                   190,000          10,000
                                                                       -------------   -------------

                                  Net cash from Financing Activities        284,000         454,000
                                                                       -------------   -------------

Net increase (decrease) in cash                                            (218,644)        246,516
                                                                            246,516
Cash at beginning of period                                                       -               -
                                                                       -------------   -------------

Cash at end of period                                                    $   27,872      $  246,516
                                                                       =============   =============

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

Cash paid for interest                                                   $        -      $        -
                                                                       =============   =============
Non cash flows from operating activites

       Issuance of 329,000 common shares for accrued compensation        $   65,800
                                                                       =============
</TABLE>


                 See accompanying notes to financial statements


                                      -23-
<PAGE>

                            PERFECT HEALTH CARE CORP.
                   Statement of Changes in Shareholders Equity
                       Years Ended June 30, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                    (Restated)
                                                            ---------------------------------------------------------
                                                                   Preferred Stock            Common Stock
                                                                Shares       Amount        Shares         Amount
                                                            -------------  ----------  -------------  -------------
Balance March 3, 2003
<S>                                                          <C>            <C>         <C>           <C>
     Elimination of Perfect Health Care Corp.
       private company stock                                                                           $         -

     Recapitalization of Perfect Health Care Corp.
       with public company common stock @ .001 per share                                 21,000,000         21,000

     Proceeds from private placement
       net of stock subscriptions receivable                                              2,066,000          2,066

     Issuance of preferred stock for services rendered         1,600,000       1,600

     Net loss for the period ended June 30, 2003                       -           -              -              -
                                                            -------------  ----------  -------------  -------------
Balance, June 30, 2003                                         1,600,000    $  1,600     23,066,000    $    23,066
                                                            =============  ==========  =============  =============


Cash received for stock subscriptions

     Common stock issued for accrued compensation
       at $.20 per share in July 2003                                                       329,000            329

     Common stock issued for cash at $.10 per share                                         116,000            116
       in February 2004

Net loss for year ended June 30, 2004

                                                            -------------  ----------  -------------  -------------
Balance, June 30, 2004                                         1,600,000    $  1,600     23,511,000    $    23,511
                                                            =============  ==========  =============  =============

</TABLE>




                                      -24-
<PAGE>

(continued)
<TABLE>
<CAPTION>
                                                                                   (Restated)
                                                            -------------------------------------------------------------
                                                                                Stock         Retained
                                                                Paid-in     Subscriptions     Earnings
                                                                Capital       Receivable      (Deficit)         Total
                                                            -------------  --------------  ---------------  -------------
Balance March 3, 2003
<S>                                                         <C>             <C>             <C>              <C>
     Elimination of Perfect Health Care Corp.
       private company stock                                  $        -

     Recapitalization of Perfect Health Care Corp.
       with public company common stock @ .001 per share         (21,000)        -                -               -

     Proceeds from private placement
       net of stock subscriptions receivable                     514,434     $   (72,500)                    $   444,000

     Issuance of preferred stock for services rendered            23,400                                          25,000

     Net loss for the period ended June 30, 2003                       -                    $    (311,673)      (311,673)

                                                            -------------  --------------  ---------------  -------------
Balance, June 30, 2003                                        $  516,834     $   (72,500)   $    (311,673)   $   157,327
                                                            =============  ==============  ===============  =============

Cash received for stock subscriptions                                             65,000                          65,000

     Common stock issued for accrued compensation
       at $.20 per share in July 2003                             65,471                                          65,800

     Common stock issued for cash at $.10 per share               28,884                                          29,000
       in February 2004


Net loss for year ended June 30, 2004                                                            (727,086)      (727,086)
                                                            -------------  --------------  ---------------  -------------
Balance, June 30, 2004                                        $  611,189     $    (7,500)   $  (1,038,759)   $  (409,959)
                                                            =============  ==============  ===============  =============
</TABLE>




                 See accompanying notes to financial statements




                                      -25-
<PAGE>

                            Perfect Health Care Corp.
                          Notes to Financial Statements
                             June 30, 2004 and 2003

1.   Organization and Summary of Significant Accounting Policies

Organization and Nature of Operations

Perfect Health Care Corp. (the Company) was incorporated under the laws of the
state of Nevada on March 3, 2003 with authorized common stock of 4,000,000
shares with a par value of $.01 per share. On April 3, 2003 the articles of
incorporation were amended and restated increasing the authorized common stock
to 200,000,000 shares with a par value of $0.001 per share. At the same time the
Company authorized 25,000,000 shares of non-voting preferred stock with a par
value of $.001 per share.

The Company is engaged in the selling of "cards" to the general public which
ultimately reduce the out of pocket costs for health care costs and prescription
drugs. On April 7, 2003 the Company entered into an agreement and plan of
reorganization with Love Calendar, Inc. Pursuant to the terms of the agreement,
the reorganization has been accounted for as a "reverse merger acquisition" with
the Company being the surviving entity. In connection with the transaction, the
Company issued one share of common stock for each share of common stock of Love
Calendar, Inc. The Company issued a total of 21,000,000 shares of stock for the
outstanding shares of Love Calendar, Inc.

Accounting Methods

The Company recognizes income and expense on the accrual method of accounting.

Estimates and Assumptions

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



                                      -26-
<PAGE>

Expense Recognition

All costs associated with the fulfillment of the obligations to the customers
under the terms of their annual or month-to-month contracts are expensed as
incurred.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit or cash
investments purchased with original maturities of three months or less.

Accounts Receivable

The accounts receivable amount at June 30, 2004 and 2003 are detailed below:

                                                     2004            2003
                                                -----------------------------
          Accounts receivable                    $    46,992       $  56,758
          Less: Allowance for
                doubtful accounts                     (5,649)         (2,689)
                                                -------------    ------------
                     Accounts receivable, net         41,343          54,069

A provision for bad debt in the amount of $2,960 and $2,689 has been charged to
operations for the period ended June 30, 2004 and June 30, 2003, respectively.

Property and Equipment

Depreciation is charged to operations, using the straight-line method, over the
estimated useful lives of the related assets as follows:

          Office furniture & Equipment     3-5 years
          Vehicles                           5 years
          Leasehold improvements             3 years

Maintenance, repairs and minor renewals are charged to operations as incurred.
Additions and betterments are capitalized. When assets are disposed of, the
related cost and accumulated depreciation are removed from the accounts and any
gain or loss is included in operations

Deferred Revenue

Revenue from the sale of annual contracts is deferred and recognized on a
straight line basis over the contractual term.

Stock Subscriptions Receivable

Stock subscriptions receivable consists of amounts owed at June 30, 2003 by
subscribers to the Company's private placement of its common stock.



                                      -27-
<PAGE>

Dividend Policy

The Company has not yet adopted a policy regarding the payment of dividends.

Advertising and Market Development

The Company expenses advertising and market development costs as incurred.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not, that such tax
benefits will not be realized.

On June 30, 2004 and 2003, the Company had a net operating losses available for
carry forward of $727,086 and $311,673, respectively. The tax benefit of this
loss carryforward has been fully offset by a valuation reserve because the use
to the tax benefit is undeterminable since there is no reasonable method to
determine the usage of this carryforward in the future. The loss carryforward
will start to expire in 2023.

Earnings (Loss) per Share

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if the number of common shares
rights unless the shares had been issued on the exercise of any common share
rights unless the exercise becomes antidilutive and then only the basic per
share amounts are shown in the report.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts and believes it is not exposed to any significant risk.

Fair Value of Financial Instruments

The recorded amounts of cash, cash equivalents, accounts receivable, prepaid
expenses, accounts payable, accrued liabilities and deferred revenue approximate
fair value because of the short-term maturity of these items.



                                      -28-
<PAGE>

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.


2.   Reorganization with Love Calendar, Inc.

On April 7, 2003 the Company issued 21,000,000 common shares to acquire all of
the issued and outstanding common shares of Love Calendar, Inc. Love Calendar,
Inc. was incorporated under the laws of the state of Utah on August 17, 1987 and
had been considered a "development stage company" with no significant operations
since inception.

The acquisition of Love Calendar, Inc. has been accounted for as a "reverse
merger acquisition" or a recapitalization of Perfect Health Care Corp. At the
time of the acquisition Love Calendar, Inc. had no assets or liabilities and had
no operations in the previous fiscal year.


3.   Capital Stock

The Company's capital stock consists of the following:

         Preferred stock - par value $.001, authorized 25,000,000 shares;
1,600,000 shares issued and outstanding at June 30, 2004 and 2003. The preferred
stock is non-voting, non-cumulative and does not carry a stated dividend rate.

         Common stock - par value $.001, authorized 200,000,000 shares;
23,511,000 shares and 23,066,000 shares issued and outstanding at June 30, 2004
and 2003, respectively.

Private Placement

In June 2003 the Company completed a private placement of its common stock in
which it realized $516,500 through the sale of 2,066,000 shares of common stock
at $.25 per share. Subscribers also received a warrant to purchase one share of
common stock with each four shares purchased in the private placement. The
exercise price of each warrant is $.50 per share and all warrants expire, if not
exercised, on August 29, 2004. At June 30, 2003 there were 516,500 warrants
outstanding. The fair market value of these outstanding warrants is not material
and therefore, none of the proceeds from the sale of common shares has been
allocated to the outstanding warrants. At June 30, 2004 and 2003, $7,500 and
$72,500 related to the private placement had not been collected and is shown as
stock subscriptions receivable in the accompanying financial statements.



                                      -29-
<PAGE>

Preferred Stock

On April 9, 2003 the Company issued 1,600,000 shares of its preferred stock to
its president in connection with consulting services he provided during the
Company's formation and start-up. The preferred stock was valued at
approximately $.016 per share based upon the fair value of the services
provided.


4.   Related Party Transactions

Office Rents

The Company rents office space from the president on a month-to-month basis for
$2,375 per month. During the period ended June 30, 2004 the Company accrued rent
payable to the president of $28,500. During the period ended June 30, 2003,
$4,750 was paid to the President for the office rental.

Advance by Director

A director advanced $10,000 to the Company to assist with start up costs. This
advance is non-interest bearing and due on demand. The Company intends on
repaying this advance to the director.

Operating Leases

The Company leases computer equipment, copies, and a phone system on a
month-to-month basis from an otherwise unaffiliated company controlled by the
Company's current President. During the fiscal year ended June 30, 2004 the
Company paid a total of $55,374 on the leases.


5.   Accrued Compensation

The Company had accrued compensation of $65,800 to officers and key employees of
the Company in 2003. The Company accrued compensation of $83,450 to officers and
key employees during the year ended June 30, 2004. This accrued compensation is
to be paid to the officers and key employees by common stock of the Company. In
July of 2003 this amount was paid to the officers and key employees by the
issuance of common stock.

6.   Restatement of Financial Statements

The Company made errors in the accounting treatment of certain transactions on
their previous financial statements.



                                      -30-
<PAGE>

As stated in Note 2 -Reorganization with the Love Calendar, Inc., the Company
acquired Love Calendar, Inc. in April 7, 2003 in a "reverse merger acquisition".
A reverse merger acquisition is accounted for as a merger and recapitalization
of the Company. Originally, this transaction was accounted for as a purchase.
Goodwill was recognized on the purchase and subsequently tested for impairment
and was charged to operations for the period ended June 30, 2003. The financial
statements have been restated to correctly report this transaction as a reverse
merger acquisition where no goodwill is recognized and the acquisition has been
treated as a recapitalization of the Company.

Operating Leases

As stated in note 4 - Related Party Transactions, the Company leases computer
equipment, copiers, and a phone system from an otherwise unaffiliated company
controlled by the Company's current President. These lease obligations were
considered to be capitalized lease obligations of the non-affiliated company.
The non-affiliated company has defaulted on these lease obligations. Perfect
Health Care, Corp. has been making lease payments of a reduced amount on a
month-to-month basis while it uses some of this equipment. The Company is not
obligated to make payments under the terms and conditions of the leases. The
Company is not entitled to any ownership of these assets if and when the lease
obligations are fulfilled.

Accrued Compensation and Prepaid Expenses

As stated in Note 5 - Accrued Compensation, the Company has accrued compensation
expense to officers and key employees in the amount of $65,800 at June 30, 2003.
This amount is to be repaid to the individuals by the issuance of common stock
of the Company. The Company repaid these amounts to the officers and key
employees in July of 2003 by issuing 329,000 shares of common stock valued at
$.25 per share. Originally the Company had reported the compensation expense in
July of 2003 when the stock was issued. The financial statements have been
restated to report this compensation expense in the period ended June 30, 2003.

Advertising and Market Development Costs

The Company incurs advertising and market development costs in the operation of
its business. Originally these costs were being reported as prepaid expenses and
amortized over a twelve month period. The financial statements have been
restated to charge these expenses to operations for the period ended June 30,
2003.



                                      -31-
<PAGE>

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

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

Revenue for card sales                              $ 26,892          $ 26,892

Cost of card sales                                     8,594             8,594

Gross Profit                                          18,298            18,298

Expenses
  Selling, general & administrative                   244,899          329,258
  Interest expense, net                                 3,666                0
  Depreciation                                         11,176              716
                                                   -----------     ------------
         Total expense                                259,741          329,971
                                                   -----------     ------------
Net (loss)                                           (241,443)        (311,673)
                                                   ===========     ============
Net (loss) per common share                             (0.01)           (0.01)
                                                   ===========     ============
Weighted Average - common stock outstanding        21,688,667       21,688,867


7.   Going Concern

The Company's financial statements have been prepared on a going concern basis.
The Company has incurred a significant operating loss since inception which
raises substantial doubt about its ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining
additional working capital or increasing revenues to cover operational costs.
Management has developed a plan to decrease operating costs, increase revenues,
obtain short-term loans and equity financing that will enable the Company to
continue as a going concern.




                                      -32-
<PAGE>

Item 8  -  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE

     On April 9, 2004 the our board of directors appointed the firm of Madsen
and Associates CPAs, Inc. to be the Company's certifying accountants for the
fiscal year ending June 30, 2004. For the fiscal year ended June 30, 2003 our
financial statements were audited by Randy R. Simpson, CPA, P.C., however that
firm elected not to register with the Public Company Accounting Oversight Board
and so has ceased operations with respect to public company audits.

     On April 30, 2004 we filed on EDGAR an amended Current Report on Form 8-K/A
with respect to the change of auditors, which report is incorporated herein by
reference.

Item 8A  -  CONTROLS AND PROCEDURES

     Our Principal Executive Officer and Principal Financial Officer have
reviewed and evaluated the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the
period covered by this report. Based on that evaluation, the Principal Executive
Officer and Principal Financial Officer have concluded that the company's
current disclosure controls and procedures are effective to ensure that
information required to be disclosed by the company in reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms. There was no change in the company's internal controls that
occurred during the fourth quarter of the period covered by this report that has
materially affected, or is reasonably likely to affect, the company's internal
controls over financial reporting.


Item 9  -  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The directors and executive officers of the Company are as shown below.
Each director serves for a term of one year, or until his successor is elected
and qualified. Executive officers are appointed by the board of directors for
terms of one year, at the pleasure of the board.




                                      -33-
<PAGE>

        Name             Age         Position                     Service Began
    ------------------  -----    ------------------------------    ------------
    Antoine Jarjour       47     President, CEO,                    April 2003
                                 Acting CFO, Director

    Roula Jarjour         37     Secretary                          July 2003

    Charles Tardanico     64     Director                           April 2003

    Richard Dagg          56     Director, Vice
                                 president-Marketing                April 2003

    Charles Carofoli      56     Director                           April 2003

    James Young           62     Principal Accounting Officer       June 2004
-------------------------------------------------------------------------------
Note: The full board acts as both the audit committee and the compensation
committee. The Company intends to seek at least one independent director to
serve on the audit committee who qualifies as a "financial expert" pursuant to
Section 407 of the Sarbanes-Oxley Act of 2002, and SEC rules promulgated
thereunder, but has not as yet done so.

     Antoine Jarjour, age 47, is President and a Director of the Company. He
earned a B.A. Degree in Business Administration in 1977 and a Masters in
Business Administration in 1982. Since 1989 Mr. Jarjour has served as President
and CEO of Meray Corp., and its affiliate Seen on Screen, Inc., which together
operate a chain of franchise and company-owned specialty retail stores in
high-traffic malls across the U.S., selling a variety of household and gift
products that have been featured in television advertisements known as
"informercials." Initially, Mr. Jarjour will devote approximately half of his
working hours to the business of the Company.

     Roula Jarjour, age 38, is Secretary and the spouse of Antoine Jarjour. Ms.
Jarjour holds a Bachelor of Arts degree in literature and has served as vice
president and corporate secretary for Meray Corp. and Seen on Screen, Inc. since
1989. Ms. Jarjour currently devotes about eight hours per week to the business
of the Company.

     Charles Carofoli, age 56, was appointed independent director in April of
2003 to fill a vacancy on the Board until the next annual meeting of
shareholders. Mr. Carofoli has extensive marketing and management experience,
having served since 1989 as President and CEO of Mayflower Food and Spirits, a
retail marketing complex including auto service and repair, grocery and liquor
sales, and a full-line delicatessen.

     Charles W. Tardanico, age 64, was appointed independent director in April
of 2003 to fill a vacancy on the Board until the next annual meeting of
shareholders. Mr. Tardanico received a B.S. Degree from Fitchburg State College
in 1971, and a Masters in Education from Suffolk University, Boston, in 1974.
Since 1985 Mr. Tardanico has been the owner and general manager of East Bay
Builders, Inc., a builder and remodeler of residential buildings on Cape Cod.



                                      -34-
<PAGE>

     Richard L. Dagg, age 56, was appointed independent director in April of
2003 to fill a vacancy on the Board until the next annual meeting of
shareholders, and has served as our Vice president-National Sales during the
same period. Mr. Dagg received a B.A. Degree from Washington State University in
1969. He has worked in Sales Management since 1978, including seven years as
Vice President of Sales for Hunter Douglas and six years as National Vice
President of Sales for Comfort-Tex Corp. From January 1998 to December 2001 Mr.
Dagg served as Vice president of retail sales for Source Window Coverings,
Maltby, Washington, Since April 1, 2003 he has been Regional Sales Manager (as
Independent Agent) Abbey Window Covering, Richmond B.C. Canada. Mr. Dagg
currently devotes between 8 and 16 hours per week to the business of PHCC.

     James W. Young, age 62, has worked in national sales and in accounting for
the Company since April of 2003, and has served as Chief Financial Officer and
Principal Accounting Officer since June 2004. Mr. Young has been an Enrolled
Agent since May of 1986, and has operated his own accounting and tax firm for
over 35 years in the greater Seattle area.

Family Relationships

     Roula Jarjour, our Secretary, is the spouse of Antoine Jarjour, our
President. We know of no other family relationships among our officers,
directors and control persons.

Audit committee financial expert.

     We do not have an audit committee or an audit committee financial expert,
owing to our severely limited financial resources. Based on our limited
operations, we do not believe that our lack of such an expert is material to the
integrity of our financial statements.

     The Board of Directors carries out the responsibilities that an audit
committee would have. In this respect the Board of Directors has the
responsibility of reviewing our financial statements, exercising general
oversight of the integrity and reliability of our accounting and financial
reporting practices, and monitoring the effectiveness of our internal control
systems. The Board of Directors also recommends selection of the auditing firm
and exercises general oversight of the activities of our independent auditors,
principal financial and accounting officers and employees and related matters.

Code of Ethics

     We have not yet adopted a code of ethics for the company's senior financial
officers, as provided in Section 406 of the Sarbanes-Oxley Act of 2002, and SEC
rules promulgated thereunder. We expect to do so in the near future.



                                      -35-
<PAGE>

Compliance With Section 16(A) Of The Exchange Act

     Based solely on a review of each individual's EDGAR filings, we believe
that our officers and control persons failed to timely file certain reports
required under Section 16(a) of the Securities Exchange Act of 1934 during the
period, as follows:

     o    Antoine Jarjour, President and a Director, had not filed Form 5 for
          the fiscal year ended June 30, 2004, by its due date;

     o    James Young, Chief Financial Officer and Principal Accounting Officer,
          had not filed Form 5 for the fiscal year ended June 30, 2004, by its
          due date;

     o    Charles Carafoli, Director, had not filed Form 5 for the fiscal year
          ended June 30, 2004, by its due date;

     o    Charles Tardanico, Director, had not filed Form 5 for the fiscal year
          ended June 30, 2004, by its due date; and

     o    Richard Dagg, Vice President-Marketing, had not filed Form 5 for the
          fiscal year ended June 30, 2004, by its due date.

However, as of the date of filing of this Annual Report, the Forms 5 have been
filed with the exception of Jim Young who, we are informed, expects to file
presently.


Item 10  -  EXECUTIVE COMPENSATION

Summary Compensation Table

     The table below lists each type of compensation received since our
inception by each executive officer whose compensation was reportable under this
item, We did not pay salaries or other compensation to directors. During the
year ended June 30, 2003 we issued 54,000 shares of our restricted common stock
to our President in settlement of $10,800 accrued salary, and during our most
recent fiscal year we accrued $54,000 of salary which we expect to settle by
issuance of stock as well. Our board of directors expects to adopt a modest
non-cash compensation plan for executive officers in lieu of salaries or other
cash compensation.



                                      -36-
<PAGE>
<TABLE>
<CAPTION>
===========================================================================================================================
                                                                             Long Term Compensation
                                                                 ------------------------------------------
                                 Annual Compensation                        Awards               Payouts
                             ----------------------------------- ------------------------------ -----------
        (a)            (b)      (c)      (d)          (e)            (f)             (g)           (h)           (i)

                                                                  Restricted     Securities
                                                 Other Annual       Stock        Underlying        LTIP       All Other
                              Salary    Bonus    Compensation       Awards      Options/SARs     Payouts     Compensation
                             ---------- ------- ---------------- ------------- ---------------- ----------- ---------------

<S>                             <C>      <C>          <C>            <C>             <C>           <C>           <C>
 Name and Principle   Year      ($)      ($)          ($)            ($)             (#)           ($)           ($)
      Position
--------------------- ------ ---------- ------- ---------------- ------------- ---------------- ----------- ---------------
Antoine Jarjour        2004   $54,000(1)  $0          $0              $0              -             $0            $0
President/CEO,        ------ ---------- ------- ---------------- ------------- ---------------- ----------- ---------------
    Director           2003    $10,800    $0          $0           $25,600(2)         -             $0            $0
---------------------------------------------------------------------------------------------------------------------------
(1)  Accrued but not yet paid.
(2)  Settled by issuance of 54,000 shares of common stock in July, 2003.
(2)  1,600,000 shares of Series A Preferred Stock issued in consideration of
     services to the company.
===========================================================================================================================
</TABLE>


         No funds were set aside or accrued by the Company during fiscal year
2004 or 2003 to provide pension, retirement or similar benefits for directors or
executive officers. We reimburse directors for out-of-pocket expenses in
connection with their official duties. We have not yet adopted a policy for
compensating directors, but may do so in the future.


Item 11  -  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following table sets forth, as of January 1, 2005, the
beneficial ownership of the common stock: (i) by each stockholder known by the
Company to beneficially own more than 5% of the common stock (ii) by each
director of the Company; (iii) by the Company's chief executive officer; and
(iv) by all executive officers and directors of the Company as a group. Amounts
presented give effect to the April 2003 10-for-1 stock split, and the March 2000
20-for-1 stock split. Except as otherwise indicated below, each named beneficial
owner has sole voting and investment power with respect to the shares of common
stock listed.



                                      -37-
<PAGE>

=========================================================================
Title                                                        Percent
of Class         Persons or Group           Shares Owned     of Class
--------------- -------------------------- ---------------- -----------

Common          Antoine Jarjour              21,254,000(1)     53.1%
                4017 Colby Avenue
                Everett, WA  98201
Common          Charles Carafoli              2,405,000         6.0%
                4017 Colby Avenue
                Everett, WA  98201
Common          Charles Tardanico             3,250,000         8.1%
                4017 Colby Avenue
                Everett, WA  98201
Common          Richard Dagg                   450,000(2)       1.1%
                4017 Colby Avenue
                Everett, WA  98201
Common          James Young                      75,000         0.2%
                4017 Colby Avenue
                Everett, WA  98201

--------------- -------------------------- ---------------- -----------
Common          Officers and Directors
                   as a Group (3)            27,434,000       68.5%
-----------------------------------------------------------------------
(1)  President and a director of the company. Includes 16,000,000 shares
     issuable upon conversion of 1,600,000 shares of Series A Preferred stock,
     and 5,254,000 common shares registered to immediate family members.
(2)  Vice president and a director. Includes 50,000 shares issuable upon
     exercise of warrants.
========================================================================


     There are currently no arrangements known to the Company the operation of
which may at a subsequent date result in a change of control of the Company.


Item 12  -  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Office Lease

     We lease office space on a month-to-month basis from our President, Mr.
Antoine Jarjour, for $2,375 per month. The board of directors, with Mr. Jarjour
abstaining, made a determination that the terms of the rental arrangement were
equivalent to or more favorable than the company could obtain from an
independent party. During the fiscal year ended June 30, 2004 we accrued $28,500
of rent payable to the officer.



                                      -38-
<PAGE>

Equity Stock for Services

     We issued 1,600,000 shares of preferred stock to our President in exchange
services in connection with the planning and organization of our medical
discount plan business, valued at $25,000. Beginning on the anniversary of its
issuance, i.e., August 31, 2004, the stock will pay a dividend in the amount of
$.0075 per share, payable quarterly in arrears. Our board of directors, with Mr.
Jarjour abstaining, made a determination that the issuance was reasonable and in
the best interests of the company.

Loans from Directors

         In June, 2004 we borrowed various amounts from four of our officers and
directors as indicated in the following table. The Promissory Notes evidencing
the debts are attached as exhibits to this Annual Report.


<TABLE>
<CAPTION>
===========================================================================================
                           Relationship       Principal Amount   Interest      Earliest
     Name                   to Company            of Note           Rate       Due Date
--------------------- ---------------------- ------------------ ----------- --------------

<S>                                                <C>               <C>          <C> <C>
Charles Tardanico            Director              $35,000           4%      Dec. 31, 2005

James Young                  Officer                  $723           4%      Dec. 31, 2005

Richard Dagg                 Officer                  $304           4%      Dec. 31, 2005

Charles Carafoli             Director             $130,358           4%      Dec. 31, 2005

Antoine Jarjour         Officer / Director         $72,193           4%      Dec. 31, 2005

============================================================================================
</TABLE>


Operating Leases

         We rent computer equipment, copiers, and a phone system on a
month-to-month basis from an otherwise non-affiliated private company controlled
by our president, Antoine Jarjour. We are not obligated for fulfillment of the
lease terms, and we have no rights to continued possession or eventual ownership
of the equipment. During the period from our inception on March 3, 2003 to June
30, 2003 we paid a total of $37,984 on these leases and during our fiscal year
ended June 30, 2004 we paid $55,374. Prior to our entering into the arrangement,
our board of directors, with Mr. Jarjour declaring his interest and abstaining
from the vote, made a determination that the payment amount was fair and that
the transaction was in the best interests of the Company.




                                      -39-
<PAGE>

Item 13  -  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

         The following exhibits are incorporated into this Form 10-KSB Annual
Report:


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

             2.1           Plan of Reorganization(1)
             3.1           Articles of Incorporation(2)
             3.2           Bylaws**
             10.1          Promissory Note
             10.2          Promissory Note
             10.3          Promissory Note
             10.4          Promissory Note
             10.5          Promissory Note
             10.6          Material Contract
             31.1          Certification of CEO
             31.2          Certification of CFO
             32.1          Certification of CEO
             32.3          Certification of CFO
             99.1          Standard Customer Agreement
     --------------------------------------------------------------------------
     1.   previously filed with the Company's Form 8-K for April 10, 2003,
          Amendment No. 1, filed on EDGAR June 6, 2003 and incorporated herein
          by reference.
     2.   previously filed with the Company's Form 8-K12G3 filed on EDGAR April
          10, 2003 and incorporated herein by reference.

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

Reports on Form 8-K

     We filed the following Current Reports on Form 8-K during the latest
quarter covered by this Annual Report:

     Date of Report       Item(s) Reported
     -----------------    ----------------------------------------------------

     April 19, 2004       Item 4 - Change of Certifying Accountants
     April 30, 2004       Amendment to correct April 19 Report





                                      -40-
<PAGE>

ITEM 14 -- PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         Our principal accounting firm was Madsen and Associates, CPAs Inc. for
the fiscal year ended June 30, 2004. We paid fees to our accountants as
indicated in the following table:

                                              Year Ended
                                             June 30, 2004
                                            ---------------

     Audit and Quarterly Review Fees           $    10,325
     Audit-related Fees                                  0
     Tax Fees                                            0
     All Other Fees                                      0
                                            ===============
                       Total Fees              $    10,325




<PAGE>


                                   SIGNATURES


     In accordance with Section 13 or 15(d) 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.


Dated:  February 2, 2005                   /s/ Antoine Jarjour
                                           ----------------------------------
                                           President, Chief Executive Officer





                                      -41-
<PAGE>

In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



/s/ Antoine Jarjour      President, Chief Executive        February 2, 2005
----------------------   Officer, Director



/s/ Roula Jarjour        Secretary                         February 2, 2005
----------------------


/s/ James W. Young       Chief Financial Officer,          February 2, 2005
----------------------   Principal Accounting
                         Officer


/s/ Charles Carafoli     Director                          February 2, 2005
----------------------



/s/ Charles Tardanico    Director                          February 2, 2005
----------------------


/s/ Richard Dagg         Vice President,
----------------------   Marketing and Sales,              February 2, 2005
                         Director





                                      -42-