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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 September 30, 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
    
    22-3934207(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 121 Alhambra Plaza, Suite 1100Coral Gables, Florida
    
    33134(Address of principal 
executive offices)
    
    (Zip code)
 
  o þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non accelerated filer þ
  þ o




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TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSBALANCE SHEETS AS OF SEPTEMBER 30, 2007 (UNAUDITED) AND DECEMBER 31, 2006
    
    
    3STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 (UNAUDITED), FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 (UNAUDITED), FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2006 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2007 (UNAUDITED)
    
    
    4STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2006 (UNAUDITED)
    
    
    5STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 (UNAUDITED), FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2006 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 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
    
    
    13ITEM 4. CONTROLS AND PROCEDURES
    
    
    13PART II  OTHER INFORMATIONITEM 6. EXHIBITS
    
    
    13SIGNATURES
    
    
    14EX-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
 MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
 
 BALANCE SHEETS
 September 30,2007
    
    
    December 31,(unaudited)
    
    
    2006ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    1,302,368
    
    
    $
    12,404Restricted cash held in Trust Fund
    
    
    174,877,445
    
    
    
    Prepaid expenses
    
    
    90,882
    
    
    
    Total current assets
    
    
    176,270,695
    
    
    
    12,404Deferred offering costs
    
    
    
    
    
    
    457,908Total Assets
    
    $
    176,270,695
    
    
    $
    470,312LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesIncome taxes payable
    
    $
    1,372,959
    
    
    $
    Accrued expenses
    
    
    181,907
    
    
    
    16,285Accrued offering costs
    
    
    
    
    
    
    251,419Notes payable to a related party
    
    
    
    
    
    
    240,000Deferred underwriters fee
    
    
    6,037,500
    
    
    
    Total current liabilities
    
    
    7,592,366
    
    
    
    507,704Common stock, subject to possible redemption, 6,468,749 shares at redemption value
    
    
    51,491,242
    
    
    
    Interest
income attributable to common stock subject to possible redemption
(net of taxes of $411,888)
    
    
    771,168
    
    
    
    Total common
stock, subject to possible redemption
    
    
    52,262,410
    
    
    
    Stockholders Equity (Deficit)Preferred stock, $.0001 par value, Authorized 1,000,000 shares; no shares
issued and outstanding
    
    
    
    
    
    
    Common stock, $.0001 par value, Authorized 100,000,000 shares, issued and
outstanding 26,593,750 shares (which includes 6,468,749 shares subject to
possible redemption) and 4,687,500 shares, respectively
    
    
    2,659
    
    
    
    469Additional paid-in capital
    
    
    115,036,979
    
    
    
    19,531Retained earnings (deficit) accumulated during the development stage
    
    
    1,376,281
    
    
    
    (57,392
    )Total stockholders equity (deficit)
    
    
    116,415,919
    
    
    
    (37,392
    )Total liabilities and stockholders equity (deficit)
    
    $
    176,270,695
    
    
    $
    470,312
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MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS OF OPERATIONS
 June 2, 2006
    
    
    June 2, 2006Three months
    
    
    Nine months
    
    
    (date of inception)
    
    
    (date of inception)ended
    
    
    ended
    
    
    through
    
    
    throughSeptember 30, 2007
    
    
    September 30, 2007
    
    
    September 30, 2006
    
    
    September 30, 2007(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Expenses:Formation and operating costs
    
    
    (160,359
    )
    
    
    (371,023
    )
    
    
    (44,745
    )
    
    
    (423,110
    )Net loss before interest expense
    
    
    (160,359
    )
    
    
    (371,023
    )
    
    
    (44,745
    )
    
    
    (423,110
    )Interest income (expense)
    
    
    2,318,485
    
    
    
    3,948,823
    
    
    
    (2,314
    )
    
    
    3,943,518Income (loss) before income tax provision
    
    
    2,158,126
    
    
    
    3,577,800
    
    
    
    (47,059
    )
    
    
    3,520,408Tax expense
    
    
    (871,190
    )
    
    
    (1,372,959
    )
    
    
    
    
    
    
    (1,372,959
    )Net income (loss)
    
    $
    1,286,936
    
    
    $
    2,204,841
    
    
    $
    (47,059
    )
    
    $
    2,147,449Weighted average shares outstandingBasic
    
    
    26,593,750
    
    
    
    17,464,629
    
    
    
    4,687,500
    
    
    
    11,864,776Diluted
    
    
    32,085,393
    
    
    
    20,706,175
    
    
    
    4,687,500
    
    
    
    13,685,644Net earnings (loss) per share:Basic
    
    $
    0.05
    
    
    $
    0.13
    
    
    $
    (0.01
    )
    
    $
    0.18Diluted
    
    $
    0.04
    
    
    $
    0.11
    
    
    $
    (0.01
    )
    
    $
    0.16
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MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
 
 STATEMENT OF CHANGES
IN STOCKHOLDERS EQUITY (UNAUDITED)
 Retained earnings/(deficit)accumulatedAdditional
    
    
    during theCommon Stock
    
    
    Paid-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
    )Sale of 343,750 units in a
private placement
    
    
    343,750
    
    
    
    34
    
    
    
    2,749,966
    
    
    
    
    
    
    
    2,750,000Sale of 4,250,000 warrants to
initial stockholders
    
    
    
    
    
    
    
    
    
    
    4,250,000
    
    
    
    
    
    
    
    4,250,000Sale of 21,562,500 units, net
of underwriters discount and
offering expenses of
$12,989,120 (6,468,749 shares
subject to possible redemption)
    
    
    21,562,500
    
    
    
    2,156
    
    
    
    159,508,724
    
    
    
    
    
    
    
    159,510,880Proceeds subject to possible
redemption of 6,468,749 shares
    
    
    
    
    
    
    
    
    
    
    (51,491,242
    )
    
    
    
    
    
    
    (51,491,242
    )Accretion of
trust fund relating to common stock subject to possible redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (771,168
    )
    
    
    (771,168
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,204,841
    
    
    
    2,204,841Balance, September 30, 2007
    
    
    26,593,750
    
    
    $
    2,659
    
    
    $
    115,036,979
    
    
    $
    1,376,281
    
    
    $
    116,415,919
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MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
 
 STATEMENT OF CASH FLOWS
 June 2, 2006
    
    
    June 2, 2006Nine months
    
    
    (date of inception)
    
    
    (date of inception)ended
    
    
    through
    
    
    throughSeptember 30, 2007
    
    
    September 30, 2006
    
    
    September 30, 2007(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    2,204,841
    
    
    $
    (47,059
    )
    
    $
    2,147,449Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Changes in:Prepaid expenses
    
    
    (90,882
    )
    
    
    (30,000
    )
    
    
    (90,882
    )Income taxes payable
    
    
    1,372,959
    
    
    
    
    
    
    
    1,372,959Accrued expenses
    
    
    450,205
    
    
    
    35,760
    
    
    
    466,490Net cash provided by (used in) operating activities
    
    
    3,937,123
    
    
    
    (41,299
    )
    
    
    3,896,016CASH FLOWS FROM INVESTING ACTIVITIESCash held in trust fund
    
    
    (174,877,445
    )
    
    
    
    
    
    
    (174,877,445
    )Net cash used in investing activities
    
    
    (174,877,445
    )
    
    
    
    
    
    
    (174,877,445
    )CASH FLOWS FROM FINANCING ACTIVITIESGross proceeds from initial public offering
    
    
    172,500,000
    
    
    
    
    
    
    
    172,500,000Payment of costs of public offering
    
    
    (6,951,620
    )
    
    
    
    
    
    
    (6,951,620
    )Proceeds from sale of units in a private placement
    
    
    2,750,000
    
    
    
    
    
    
    
    2,750,000Proceeds from notes payable to a related party
    
    
    35,000
    
    
    
    240,000
    
    
    
    275,000Payments of notes payable to a related party
    
    
    (275,000
    )
    
    
    
    
    
    
    (275,000
    )Payment of deferred offering costs
    
    
    (78,094
    )
    
    
    (206,489
    )
    
    
    (284,583
    )Proceeds from issuance of common stock to founding
stockholders
    
    
    
    
    
    
    20,000
    
    
    
    20,000Proceeds from issuance of warrants
    
    
    4,250,000
    
    
    
    
    
    
    
    4,250,000Net cash provided by financing activities
    
    
    172,230,286
    
    
    
    53,511
    
    
    
    172,283,797Increase in cash and cash equivalents
    
    
    1,289,964
    
    
    
    12,212
    
    
    
    1,302,368Cash and cash equivalents, beginning of period
    
    
    12,404
    
    
    
    
    
    
    
    Cash and cash equivalents, end of period
    
    $
    1,302,368
    
    
    $
    12,212
    
    
    $
    1,302,368Supplemental
schedule of non-cash financing activity:Accrual of
offering costs
    
    $
    
    
    
    $
    251,419
    
    
    $
    251,419Deferred
underwriters fees
    
    
    6,037,500
    
    
    
    
    
    
    
    6,037,500Total
    
    $
    6,037,500
    
    
    $
    251,419
    
    
    $
    6,288,919
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MBF HEALTHCARE ACQUISITION CORP.
(a development stage company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2007
 Note A  Organization and Business Operations; Going Concern Considerations
   
    
    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 initial public 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:
  7




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MBF HEALTHCARE ACQUISITION CORP.
(a development stage company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS  (Continued)
 [2] Earnings (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:
  8




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MBF HEALTHCARE ACQUISITION CORP.
(a development stage company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS  (Continued)
   Note C  Public Offering
  Note D  Related Party Transactions
 1
 2
 Note E  Commitments
  9




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MBF HEALTHCARE ACQUISITION CORP.
(a development stage company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS  (Continued)
 Note F  Private Placement
  Note G  Warrants
  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
  Trends That May Affect Our Business
  Plan of Operation
   11




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Recent Accounting Pronouncements
    12




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ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
   
 PART II  OTHER INFORMATION
 
 ITEM 6.
    
    EXHIBITS
  31.1
    
    Section 302 CEO Certification.31.2
    
    Section 302 CFO Certification.32.1
    
    Section 906 CEO Certification.32.2
    
    Section 906 CFO Certification.
 13




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