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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from  to
 Commission file number 1-33396
 MBF Healthcare Acquisition Corp.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    
    
    22-3934207
(I.R.S. Employer Identification No.)121 Alhambra Plaza, Suite 1100
Coral Gables, Florida
(Address of principal executive offices)
    
    
    
    33134
(Zip code)
    Yes o
    
    No
þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non accelerated filer
þ
  Yes o
    
    No
þ




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TABLE OF CONTENTS
  
 PagePART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSBALANCE SHEETS AS OF MARCH 31, 2007 (UNAUDITED) AND DECEMBER 31, 2006
    
    
    3STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007
(UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION)
THROUGH MARCH 31, 2007 (UNAUDITED)
    
    
    4STATEMENTS OF CHANGES IN STOCKHOLDERS  DEFICIT FOR THE THREE MONTHS
ENDED MARCH 31, 2007 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2,
2006 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2006 (UNAUDITED)
    
    
    5STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2007
(UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION)
THROUGH MARCH 31, 2007 (UNAUDITED)
    
    
    6NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
    
    
    7ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    11ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    12ITEM 4. CONTROLS AND PROCEDURES
    
    
    12PART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    13ITEM 1A. RISK FACTORS
    
    
    13ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    35ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    35ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    35ITEM 5. OTHER INFORMATION
    
    
    35ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
    
    
    37SIGNATURESEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO
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PART I  FINANCIAL INFORMATION
 
 ITEM 1  FINANCIAL STATEMENTS
 
 
  March 31,
    
    
    December 31,2007
    
    
    2006(unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    7,552
    
    
    $
    12,404Total current assets
    
    
    7,552
    
    
    
    12,404Deferred offering costs
    
    
    501,709
    
    
    
    457,908Total Assets
    
    $
    509,261
    
    
    $
    470,312LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilitiesAccrued expenses
    
    
    19,445
    
    
    
    16,285Accrued offering costs
    
    
    282,879
    
    
    
    251,419Notes payable to a related party
    
    
    275,000
    
    
    
    240,000Total current liabilities
    
    
    577,324
    
    
    
    507,704Commitment
    
    
    
    
    
    
    Stockholders DeficitPreferred stock, $.0001 par value, Authorized
1,000,000 shares; no shares issued and
outstanding
    
    
    
    
    
    
    Common stock, $.0001 par value, 100,000,000
shares authorized shares; 4,687,500 issued and
outstanding
    
    
    469
    
    
    
    469Additional paid-in capital
    
    
    19,531
    
    
    
    19,531Deficit accumulated during the development stage
    
    
    (88,063
    )
    
    
    (57,392
    )Total stockholders deficit
    
    
    (68,063
    )
    
    
    (37,392
    )Total liabilities and stockholders deficit
    
    $
    509,261
    
    
    $
    470,312
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June 2, 2006Three months
    
    
    (date of inception)ended
    
    
    throughMarch 31, 2007
    
    
    March 31, 2007(unaudited)
    
    
    (unaudited)Revenues
    
    $
    
    
    
    $
    Expenses:Formation and operating costs
    
    
    27,511
    
    
    
    78,618Net loss before interest expense
    
    
    (27,511
    )
    
    
    (78,618
    )Interest expense
    
    
    3,160
    
    
    
    9,445Loss before income tax provision
    
    
    (30,671
    )
    
    
    (88,063
    )Tax expense
    
    
    
    
    
    
    Net loss
    
    $
    (30,671
    )
    
    $
    (88,063
    )Weighted average shares outstanding
    
    
    4,687,500
    
    
    
    4,687,500Net loss per share (basic and diluted)
    
    $
    (.01
    )
    
    $
    (.02
    )
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DeficitaccumulatedCommon Stock
    
    
    Additional
    
    
    during thePaid-In
    
    
    developmentShares
    
    
    Amount
    
    
    Capital
    
    
    stage
    
    
    TotalBalance, June 2, 2006
(date of inception)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Initial capitalization from
founding stockholder
    
    
    4,687,500
    
    
    
    469
    
    
    
    19,531
    
    
    
    
    
    
    
    20,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (57,392
    )
    
    
    (57,392
    )Balance, December 31, 2006
    
    
    4,687,500
    
    
    
    469
    
    
    
    19,531
    
    
    
    (57,392
    )
    
    
    (37,392
    )Unaudited:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,671
    )
    
    
    (30,671
    )Balance, March 31, 2007
    
    
    4,687,500
    
    
    $
    469
    
    
    $
    19,531
    
    
    $
    (88,063
    )
    
    $
    (68,063
    )
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June 2, 2006Three months
    
    
    (date of inception)ended
    
    
    throughMarch 31, 2007
    
    
    March 31, 2007(unaudited)
    
    
    (unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (30,671
    )
    
    $
    (88,063
    )Adjustments to reconcile net loss to net cash
used in operating activities:Changes in:Accrued expenses
    
    
    3,160
    
    
    
    19,445Net cash used in operating activities
    
    
    (27,511
    )
    
    
    (68,618
    )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from notes payable to a related party
    
    
    35,000
    
    
    
    275,000Payment of deferred offering costs
    
    
    (12,341
    )
    
    
    (218,830
    )Proceeds from issuance of common stock to
founding stockholders
    
    
    
    
    
    
    20,000Net cash provided by financing activities
    
    
    22,659
    
    
    
    76,170Increase in cash and cash equivalents
    
    
    (4,852
    )
    
    
    7,552Cash and cash equivalents, beginning of period
    
    
    12,404
    
    
    
    Cash and cash equivalents, end of period
    
    $
    7,552
    
    
    $
    7,552
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MBF HEALTHCARE ACQUISITION CORP.
(a development stage company)
 
 NOTES TO UNAUDITED FINANCIAL STATEMENTS
 March 31, 2007
 Note A  Organization and Business Operations
   
    
    a majority of the shares of common stock voted by the public stockholders are
voted in favor of the Business Combination; and
    
    public stockholders owning less than 30% of the shares sold in the Proposed
Offering both vote against the Business Combination and exercise their conversion rights
as described below.
   Note B  Summary of Significant Accounting Policies
 [1] Cash and cash equivalents:
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MBF HEALTHCARE ACQUISITION CORP.
(a development stage company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS  (Continued)
 [2] Loss per common share:
  [3] Use of estimates:
  [4] Income taxes:
    [5] Deferred offering costs:
  [6] Fair value of financial instruments:
  [7]
Recent accounting pronouncements:
    Note C  Proposed Offering
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MBF HEALTHCARE ACQUISITION CORP.
(a development stage company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS  (Continued)
 Note D  Related Party Transactions
 1
 2
 Note E  Commitments
  Note F  Warrants
  9




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MBF HEALTHCARE ACQUISITION CORP.
(a development stage company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS  (Continued)
  Note G  Subsequent Events
  10




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Special Note About Forward-Looking Statements
  Recent Developments
   Plan of Operation
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
   12




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MBF HEALTHCARE ACQUISITION CORP.
 
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
 An investment in our securities involves a high degree of risk. You should consider carefully
all of the risks described below, together with the other information contained in this Form 10-Q
before making a decision to invest in our securities. If any of the following risks occur, our
business, financial condition and results of operations may be adversely affected. In that event,
the trading price of our securities could decline, and you could lose all or a part of your
investment.
 Risks Relating to the Company and the Offering
 We are a development stage company with no operating history and, accordingly, you will have no
basis upon which to evaluate our ability to achieve our business objective.
  We may not be able to complete a business combination within the required time frame, in which case
our corporate existence will terminate and we will be forced to liquidate.
  If we are forced to liquidate before a business combination, our public stockholders will receive
less than $8.00 per share upon distribution of the funds held in the trust account and our warrants
will expire with no value.
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Unlike most other blank check offerings, we allow up to but less than 30% of our public
stockholders to exercise their conversion rights. This higher threshold will make it easier for us
to get a business combination approved over stockholder dissent, and you may not receive the full
amount of your original investment upon exercise of your conversion rights.
  Unlike most other blank check offerings, we allow up to but less than 30% of our public
stockholders to exercise their conversion rights. The ability of a larger number of our
stockholders to exercise their conversion rights may not allow us to consummate the most efficient
business combination or optimize our capital structure.
  Under Delaware law, the requirements and restrictions relating to our initial public offering
contained in our amended and restated certificate of incorporation may be amended, which could
reduce or eliminate the protection afforded to our stockholders by such requirements and
restrictions.
  
    
    upon consummation of our initial public offering, $170,962,500 of the
proceeds from the offering and of the private placement, and the
deferred underwriting discount were placed into the trust account,
which funds may not be disbursed from the trust account except in
connection with our initial business combination or upon our
liquidation;
    
    prior to the consummation of our initial business combination, we will
submit such business combination to our stockholders for approval;
    
    we may not consummate our initial business combination
unless (i) it is approved by a majority of the shares of
our common stock voted by our public stockholders and (ii)
public stockholders owning less than 30% of the shares sold
in our initial public offering both vote against the
business combination and exercise their conversion rights;
    
    if our initial business combination is approved and
consummated, public stockholders who voted against the
business combination and who exercised their conversion
rights will receive their pro ratashare of the trust
account (net of taxes payable);
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
    
    if a business combination is not consummated within the
24-month period specified in our final prospectus filed
with the SEC on April 17, 2007, our corporate existence
will terminate and our power will immediately thereupon be
limited to acts and activities relating to winding up our
affairs, including distribution of our assets, and we willnot be able to engage in any other business activities; and
 we may not consummate our initial business combination
unless it meets the conditions specified in our final
prospectus filed with the SEC on April 17, 2007, including
the requirement that the business combination be with an
operating business whose fair market value is equal to at
least 80% of the balance in the trust account (less the
deferred underwriting discounts and commissions and taxes
payable) at the time of such business combination.
  Because there are numerous blank check companies similar to ours seeking to effectuate a business
combination, it may be more difficult for us to complete a business combination.
  We may have insufficient resources to cover our operating expenses and the expenses of consummating
a business combination.
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The ability of our stockholders to exercise their conversion rights may not allow us to consummate
the most desirable business combination or optimize our capital structure.
  Because the amount of time it will take to obtain physical stock certificates is uncertain and
beyond our control, stockholders who wish to convert may be unable to obtain physical certificates
by the deadline for exercising their conversion rights.
  Our determination of the offering price of our units and of the aggregate amount of proceeds we
raised in our initial public offering was more arbitrary than typically would be the case if we
were an operating company rather than an acquisition vehicle.
  
    
    the history and prospects of companies whose principal business is the acquisition of other companies;
    
    prior offerings of those companies;
    
    our prospects for acquiring an operating business in the healthcare industry;
    
    our capital structure;
    
    an assessment of our management team and their experience in identifying acquisition targets and
structuring acquisitions;
    
    general conditions of the securities markets at the time of the offering;
    
    the likely competition for acquisition targets; and
    
    the likely number of potential targets.
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You will not be entitled to protections normally afforded to investors of blank check companies
under federal securities laws.
  If we do not consummate a business combination and dissolve, payments from the trust account to our
public stockholders may be delayed.
  Our stockholders may be held liable for claims by third parties against us to the extent of
distributions received by them, regardless of when the claims are filed.
  If third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per share liquidation price received by our stockholders would be less than approximately
$7.96 per share.
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Because we have not selected any prospective target businesses, you will be unable to ascertain the
merits or risks of any particular target business operations.
  A significant portion of working capital could be expended in pursuing acquisitions that are not
consummated.
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We may issue additional shares of our capital stock, including through convertible debt securities,
to complete a business combination, which would reduce the equity interest of our stockholders and
may cause a change in control of our ownership.
  
    
    may significantly reduce the equity interest of our stockholders;
    
    could cause a change in control which may affect, among other things, our
ability to use our net operating loss carryforwards, if any, and result in the
resignation or removal of our present officers and directors; and
    
    may adversely affect prevailing market prices for our common stock and warrants.
 We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a
business combination, which may adversely affect our leverage and financial condition.
  
    
    may lead to default and foreclosure on our assets if our operating revenues
after a business combination are insufficient to pay our debt obligations;
    
    may cause an acceleration of our obligation to repay the debt, even if we
make all principal and interest payments when due, if we breach the covenants
contained in the terms of any debt documents, such as covenants that require
the maintenance of certain financial ratios or reserves, without a waiver or
renegotiation of such covenants;
    
    may create an obligation to repay immediately all principal and accrued
interest, if any, upon demand to the extent any debt securities are payable
on demand;
    
    may require us to dedicate a substantial portion of our cash flow to pay
principal and interest on our debt, which will reduce the funds available for
dividends on our common stock, working capital, capital expenditures,
acquisitions, and other general corporate purposes;
    
    may limit our flexibility in planning for and reacting to changes in our
business and in the industry in which we operate;
    
    may make us more vulnerable to adverse changes in general economic, industry,
and competitive conditions and adverse changes in government regulation;
    
    may limit our ability to borrow additional amounts for working capital,
capital expenditures, acquisitions, debt service requirements, execution of
our strategy, or other purposes; and
    
    may place us at a disadvantage compared to our competitors who have less debt.
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Any desire by our current officers and directors to remain with us following a business combination
may result in a conflict of interest in determining whether a particular target business is
appropriate for a business combination and in the public stockholders best interests.
  The loss of any member of our management team prior to the consummation of a business combination
could adversely affect our ability to successfully consummate a business combination.
  Our ability to be successful following a business combination will depend on the efforts of the
management team that remains with the combined company.
   Our officers and directors will allocate their time to other businesses, thereby causing conflicts
of interest in their determination as to how much time to devote to our affairs. This could have a
negative impact on our ability to complete a business combination.
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Our officers and directors are, and may in the future become, affiliated with entities in the
healthcare industry and, accordingly, may have conflicts of interest in determining to which entity
a particular business opportunity should be presented.
   Mike Fernandez, our Chairman and Chief Executive Officer, is subject to non-competition
restrictions that will restrict us from pursuing business opportunities in selected sectors of the
healthcare industry. This could have a negative impact on our ability to complete a business
combination.
  None of our officers or directors has ever been associated with a publicly held blank check
company.
  Because Mike Fernandez, our Chairman and Chief Executive Officer, indirectly owns shares of our
common stock that will not participate in liquidating distributions, he may have a conflict of
interest in determining whether a particular target business is appropriate for a business
combination.
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Our officers and directors interests in obtaining reimbursement for any out-of-pocket expenses
incurred by them may lead to a conflict of interest in determining whether a particular target
business is appropriate for a business combination and in the public stockholders best interest.
  We may engage in a business combination with one or more target businesses that have relationships
with entities that may be affiliated with our founding stockholder or our officers and directors,
which may raise potential conflicts of interest.
  We will not generally be required to obtain a determination of the fair market value of a target
business or target businesses from an unaffiliated, independent investment banking firm.
  The American Stock Exchange may delist our securities from trading on its exchange which could
limit investors ability to make transactions in our securities and subject us to additional
trading restrictions.
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
    
    a limited availability of market quotations for our securities;
    
    a determination that our common stock is a penny stock which will require brokers trading in
our common stock to adhere to more stringent rules and possibly resulting in a reduced level of
trading activity in the secondary trading market for our securities;
    
    a limited amount of news and analyst coverage for our company; and
    
    a decreased ability to issue additional securities or obtain additional financing in the future.
  If our common stock becomes subject to the SECs penny stock rules, broker-dealers may experience
difficulty in completing customer transactions and trading activity in our securities may be
adversely affected.
  
    
    make a special written suitability determination for the purchaser;
    
    receive the purchasers written agreement to a transaction prior to sale;
    
    provide the purchaser with risk disclosure documents that identify
certain risks associated with investing in penny stocks and that
describe the market for these penny stocks, as well as a purchasers
legal remedies; and
    
    obtain a signed and dated acknowledgment from the purchaser
demonstrating that the purchaser has actually received the required risk
disclosure document before a transaction in penny stock can be
completed.
  We may only be able to complete one business combination, which may cause us to be solely dependent
on a single business and a limited number of products or services.
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
    
    result in our dependency upon the performance of a single operating business;
    
    result in our dependency upon the development or market acceptance of a
single or limited number of products, processes, or services; and
    
    subject us to numerous economic, competitive, and regulatory developments,
any or all of which may have a substantial adverse impact upon the
particular industry in which we may operate subsequent to a business
combination.
  Any attempt to consummate more than one transaction as our initial business combination will make
it more difficult to consummate our initial business combination.
  Because of our limited resources and the significant competition for business combination
opportunities, we may not be able to consummate an attractive business combination.
  
    
    our obligation to seek stockholder approval of a business combination
may delay or prevent the consummation of a transaction;
    
    our obligation not to target any companies with respect to which MBF
Healthcare Partners, L.P. has initiated any
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contacts or entered into any discussions, formal or informal, or negotiations regarding such
companys acquisition prior to the completion of our offering may
prevent the consummation of a transaction within the required time
frame;
    
    our obligation to convert the shares of common stock into cash in
certain instances may reduce the resources available for a business
combination; and
    
    our outstanding warrants, and the future dilution they potentially
represent, may not be viewed favorably by certain target businesses.
   We may acquire a target business with a history of poor operating performance and there is no
guarantee that we will be able to improve the operating performance of that target business.
  
    
    inability to predict changes in technological innovation;
    
    inability to predict changes in consumer tastes and preferences;
    
    competition from superior or lower-priced products;
    
    lack of financial resources;
    
    inability to attract and retain key executives and employees;
    
    claims for infringement of third-party intellectual property rights
and/or the availability of third-party licenses; and
    
    changes in, or costs imposed by, government regulation.
 We may acquire a target business with operations located outside of the United States which may
subject us to additional risks that could have an adverse effect on our business operations and
financial results subsequent to the business combination.
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We may be unable to obtain additional financing, if required, to complete a business combination or
to fund the operations and growth of the target business, which could compel us to restructure or abandon a particular
business combination.
  Our founding stockholder controls a substantial interest in us and thus may influence certain
actions requiring a stockholder vote.
   Our outstanding warrants may have an adverse effect on the market price of common stock and make it
more difficult to effect a business combination.
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Our founding stockholders obligation to purchase common stock in the open market commencing
on the later of ten business days after we file a current report on Form 8-K announcing our
execution of a definitive agreement for our initial business combination or 60 calendar days after
the end of the restricted period under Regulation M and ending on the business day immediately
preceding the record date for the meeting of stockholders at which such business combination is
voted upon by our stockholders may support the market price of the common stock and/or warrants
during such period and, accordingly, the termination of the support provided by such purchases may
materially adversely affect the market price of the common stock and/or warrants.
  An effective registration statement may not be in place when an investor desires to exercise
warrants, which would preclude an investor from being able to exercise his, her or its warrants and
cause those warrants to be practically worthless.
  We may choose to redeem our outstanding warrants when a prospectus relating to the common stock
issuable upon exercise of such warrants is not current, the warrants will not be exercisable and
the warrant holders may receive less than fair market value for the warrant or no value at all.
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Our founding stockholders exercise of its registration rights may have an adverse effect on the
market price of our common stock, and the existence of these rights may make it more difficult to
effect a business combination.
  If we are deemed to be an investment company, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it difficult for us to complete a
business combination.
  
    
    restrictions on the nature of our investments; and
    
    restrictions on the issuance of securities, each of which may make it
difficult for us to complete a business combination.
  
    
    registration as an investment company;
    
    adoption of a specific form of corporate structure; and
    
    reporting, record keeping, voting, proxy, and disclosure requirements, and other rules and regulations.
  Our directors, including those we expect to serve on our Audit Committee, may not be considered
independent under the policies of the North American Securities Administrators Association, Inc.
and, therefore, may take actions or incur expenses that are not deemed to be independently approved
or independently determined to be in our best interest.
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If the private placement was not conducted in compliance with applicable law, our founding
stockholder may have the right to rescind its unit and warrant purchase. The rescission rights, if
any, may require us to refund an aggregate of $7,000,000 to our founding stockholder, thereby
reducing the amount in the trust account available to us to consummate a business combination, or,
in the event we do not complete a business combination within the period prescribed by our initial
public offering, the amount available to our public stockholders upon our liquidation.
  Risks Associated with the Healthcare Industry
  The healthcare industry is subject to various influences, each of which may adversely affect our
prospective business.
   Any business we acquire will be subject to extensive government regulation. Any changes to the
laws and regulations governing our prospective business, or the interpretation and enforcement of
those laws or regulations, could cause us to modify our possible operations and could adversely
affect our operating results.
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
    
    imposing additional capital requirements;
    
    increasing our liability;
    
    increasing our administrative and other costs;
    
    increasing or decreasing mandated benefits;
    
    forcing us to restructure our relationships with providers; or
    
    requiring us to implement additional or different programs and systems.
    We may face substantial risks of litigation as a result of operating in the healthcare industry.
If we become subject to malpractice and related legal claims, we could be required to pay
significant damages, which may not be covered by insurance.
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We may be dependent on payments from Medicare and Medicaid. Changes in the rates or methods
governing these payments for our prospective products or services, or delays in such payments, could adversely affect our
prospective revenue.
  If our costs were to increase more rapidly than fixed payment adjustments we receive from Medicare,
Medicaid or other third-party payors for any of our potential products or services, our revenue
would be adversely affected.
  We may depend on payments from third-party payors, including managed care organizations. If these
payments are reduced, eliminated or delayed, our prospective revenues could be adversely affected.
  Medical reviews and audits by governmental and private payors could result in material payment
recoupments and payment denials, which could adversely affect our business.
  Regional concentrations of our prospective business may subject us to economic downturns in those
regions.
  We may be dependent primarily on a single potential product or service. Such a product or service
may take us a long time to develop, gain approval for and market.
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If the FDA or other state or foreign agencies impose regulations that affect our potential
products, our costs will increase.
    
    
    warning letters, fines, injunctions, consent decrees and civil penalties;
    
    repair, replacement, refunds, recall or seizure of our products;
    
    operating restrictions or partial suspension or total shutdown of production;
    
    refusal of requests for regulatory clearance or pre-market approval of new
products, new intended uses or modifications to existing products;
    
    withdrawal of regulatory approvals previously granted; and
    
    criminal prosecution.
  The FDA can impose civil and criminal enforcement actions and other penalties on us if we were to
fail to comply with stringent FDA regulations.
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If we consummate an acquisition of a healthcare technology company and are unable to keep pace with
the changes in the technology applicable to the healthcare industry, our products could become
obsolete and it could hurt our prospective results of operations.
  If we are unable to obtain and maintain protection for the intellectual property relating to our
technologies and products or services following a business combination, the value of our
technology, products or services may decline, which could adversely affect our business.
  If we are unable to attract qualified healthcare professionals at reasonable costs, it could limit
our ability to grow, increase our operating costs and negatively impact our business
   The healthcare industry may not accept our products or services, if any, or buy such products or
services, which would adversely affect our financial results.
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Our prospective business may rely on third-party manufacturers or subcontractors to assist in
producing our healthcare products, and any delay or failure to perform by these third parties may
adversely affect our business.
  If our prospective business infringes on the rights of third parties, we could be prevented from
selling products, forced to pay damages, and may have to defend against litigation.
  
    
    obtain licenses, which may not be available on commercially reasonable terms, if at all;
    
    abandon an infringing product, process or technology;
    
    redesign our products, processes or technologies to avoid infringement;
    
    stop using the subject matter claimed in the patents held by others;
    
    defend litigation or administrative proceedings; or
    
    pay damages.
 If we complete a business combination that involves a target focused on pharmaceutical compounds or
biotechnology therapeutics, we may not be able to commercialize our product candidates.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (a)
    
    None.
 (b)
    
    The registration statement (File No. 333-135610) for our initial public offering of
18,750,000 units, each unit consisting of one share of common stock, par value $0.0001 per
share, and one warrant exercisable for an additional share of common stock (the Offering)
was declared effective on April 17, 2007. The securities registered include our units, our
warrants included as part of the units, our common stock included as part of the units and our
common stock included in the warrants underlying the units. The Offering was commenced on
April 18, 2007 and consummated on April 23, 2007, resulting in total gross proceeds of
$150,000,000. The managing underwriters for the Offering were Merrill Lynch & Co., Morgan
Joseph & Co. Inc., and Ladenburg Thalmann & Co. Inc. In addition, the underwriters for the
Offering exercised their over-allotment option for an additional 2,812,500 units. We
consummated the exercise of the over-allotment option on May 8, 2007, resulting in total gross
proceeds of $172,500,000.No proceeds from the Offering were used during the period covered by this report.(c)
    
    None.
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 Exhibits 3.1
    
    Form of Amended and Restated Certificate of Incorporation**3.2
    
    By-Laws*4.1
    
    Specimen Unit Certificate***4.2
    
    Specimen Common Stock Certificate***4.3
    
    Specimen Warrant Certificates**4.4
    
    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*****10.1
    
    Form of Escrow Agreement between Continental Stock Transfer & Trust Company and MBF Healthcare Partners, L.P.*****10.2
    
    Master Amended and Restated Promissory Note issued by the Registrant to MBF Healthcare Partners, L.P.**10.3
    
    Form of Registration Rights Agreement among the Registrant and MBF Healthcare Partners, L.P.*****10.4
    
    Form of Investment Management Trust Agreement between the Registrant and Continental Stock Transfer & Trust Company*****
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10.5
    
    Office Service Agreement between the Registrant and MBF Healthcare Partners, L.P.**10.6
    
    Amended Private Placement Purchase Agreement among the Registrant and MBF Healthcare Partners, L.P.*****10.7
    
    Form of Omnibus Letter Agreement*****10.8
    
    Form of Letter Agreement between the Registrant, MBF Healthcare Partners, L.P., Merrill Lynch Pierce, Fenner & Smith Incorporated, Morgan Joseph & Co. Inc. and
Ladenburg Thalmann & Co. Inc.****31.1
    
    Section 302 CEO Certification.31.2
    
    Section 302 CFO Certification.32.1
    
    Section 906 CEO Certification.32.2
    
    Section 906 CFO Certification.
 
 *
    
    Previously filed in connection with MBF Healthcare Acquisition Corps. registration statement on
Form S-1 (File No. 333-135610) filed July 6, 2006.**
    
    Previously filed in connection with amendment no. 2 to MBF Healthcare Acquisition Corps.
registration statement on Form S-1 (File No. 333-135610) filed on February 6, 2007.***
    
    Previously filed in connection with amendment no. 3 to MBF Healthcare Acquisition Corps
registration statement on Form S-1 (File No. 333-135610) filed on March 15, 2007****
    
    Previously filed in connection with amendment no. 4 to MBF Healthcare Acquisition Corps.
registration statement on Form S-1 (File No. 333-135610) filed on March 30, 2007.*****
    
    Previously filed in connection with amendment no. 6 to MBF Healthcare Acquisition Corps.
registration statement on Form S-1 (File No. 333-135610) filed on April 13, 2007. 36




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SIGNATURES
  Date: May 14, 2007
    MBF HEALTHCARE ACQUISITION CORP./s/ Miguel B.  FernandezMiguel B.  FernandezChief Executive Officer
(Principal Executive Officer)  /s/ Marcio C. CabreraMarcio C. CabreraChief Financial Officer
(Principal Financial Officer) 37