UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment
No. 1





(Mark One)

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

For the quarterly period ended March 31, 2009

OR



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

For the transition period from  to

Commission File Number 001-33798





GOLDEN POND HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 26-0183099                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

1120 Post Road, 3rd Floor

Darien, CT 06820

(Address of principal executive offices and Zip Code)

(203) 202-3850

(Registrants telephone number, including area code)





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



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|                                              |  |  |  |                             
|--------------------------------------------- |  |  |  | ----------------------------
|Large accelerated filer   ̈                    |  |  |  | Accelerated filer  x        
|                                              |  | 
|Non-accelerated filer   ̈                      |  |  |  | Smaller reporting company   ̈
|(Do not check if a smaller reporting company) |  | 

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

Number of shares of Common Stock of Golden Pond Healthcare, Inc. issued and outstanding as of May 8, 2008: 21,093,750 shares of common stock, par value $0.001 per share, of which 16,875,000 such shares are publicly traded.









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EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report on Form 10-Q of Golden Pond Healthcare, Inc. (the Company) for the quarter ended March 31, 2009, as originally filed with the
Securities and Exchange Commission on May 11, 2009, (the Original Filing) is solely to revise and restate Item 4 pursuant to Rule 13a-15(e) and paragraph (b) of Rule 13a-15 or Rule 15d-15 of the Securities
Exchange. Amendment No. 1 does not include the entire Form 10-Q.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934,
as amended, the Company is including with this Amendment currently dated certifications. Except for the amended disclosure contained herein, this Amendment does not modify or update disclosures contained in the Original Filing.



|Item 4. | Controls And Procedures
|------- | -----------------------

Evaluation of Disclosure
Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended (the Exchange Act), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

The Company has evaluated the effectiveness of the design and
operation of its disclosure controls and procedures under the supervision of and with the participation of management, including the principal executive officer and principal financial officer as of the end of the period covered by this Report.
Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting
during the quarter ended March 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



|Item 6. | Exhibits
|------- | --------



|          |  |                                                                                                                         
|--------- |  | ------------------------------------------------------------------------------------------------------------------------
|Exhibit # |  | Description                                                                                                             
|31.1      |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of the Company.*                                  
|          | 
|31.2      |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of the Company.*                                  
|          | 
|32.1      |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|          | 
|32.2      |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*



|* | Filed herewith
|- | --------------



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SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                    |  |  |  |                                                        
|------------------- |  |  |  | -------------------------------------------------------
|                    |  |  |  | GOLDEN POND HEALTHCARE, INC.                           
|                    |  | 
|Date: July 20, 2009 |  |  |  | /s/    Stephen F. Wiggins                              
|                    |  |  |  | Stephen F. Wiggins, Chairman of the Board and President
|                    |  | 
|Date: July 20, 2009 |  |  |  | /s/    Michael C. Litt                                 
|                    |  |  |  | Michael C. Litt, Chief Financial Officer and Secretary 



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