##### Table of Contents



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 June 30, 2008
 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)
 
  þ o
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  þ o




---



##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSBALANCE SHEETS AS OF JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
    
    
    3STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2008 (UNAUDITED), FOR THE SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED), FOR THE THREE MONTHS ENDED JUNE 30, 2007 (UNAUDITED), FOR THE SIX MONTHS JUNE 30, 2007 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH JUNE 30, 2008 (UNAUDITED)
    
    
    4STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2007 (UNAUDITED)
    
    
    5STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED), FOR THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH JUNE 30, 2008 (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
    
    
    14ITEM 4. CONTROLS AND PROCEDURES
    
    
    14PART II  OTHER INFORMATIONITEM 6. EXHIBITS
    
    
    15SIGNATURES
    
    
    16EX-10.1 Letter AgreementEX-31.1 Section 302 CEO CertificationEX-31.2 Section 302 CFO CertificationEX-32.1 Section 906 CEO CertificationEX-32.2 Section 906 CFO Certification
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1  FINANCIAL STATEMENTS
 
 MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
 June 30, 2008
    
    
    December 31,(unaudited)
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    91,454
    
    
    $
    957,753Restricted cash held in Trust Fund
    
    
    176,762,666
    
    
    
    175,501,579Prepaid expenses
    
    
    4,456
    
    
    
    47,826Prepaid income taxes
    
    
    165,642
    
    
    
    Other current assets
    
    
    25,000
    
    
    
    Total current assets
    
    
    177,049,218
    
    
    
    176,507,158Deferred acquisition costs
    
    
    2,847,990
    
    
    
    22,379Deferred tax asset
    
    
    315,216
    
    
    
    47,110Total assets
    
    $
    180,212,424
    
    
    $
    176,576,647LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesIncome taxes payable
    
    $
    
    
    
    $
    312,505Accrued expenses
    
    
    2,408,135
    
    
    
    165,965Deferred underwriters fee
    
    
    6,037,500
    
    
    
    6,037,500Total current liabilities
    
    
    8,445,635
    
    
    
    6,515,970Common stock, subject to possible
redemption, 6,468,749 shares at
redemption value
    
    
    51,491,242
    
    
    
    51,491,242Interest income attributable
to common stock subject to
possible redemption (net of
taxes)
    
    
    1,716,814
    
    
    
    1,148,636Total common stock, subject to
possible redemption
    
    
    53,208,056
    
    
    
    52,639,878Stockholders equityPreferred stock, $.0001 par
value, authorized 1,000,000
shares; no shares issued and
outstanding
    
    
    
    
    
    
    Common stock, $.0001 par value,
authorized 50,000,000 shares,
issued and outstanding 26,593,750
shares (which includes 6,468,749
shares subject to possible
redemption)
    
    
    2,659
    
    
    
    2,659Additional paid-in capital
    
    
    115,030,029
    
    
    
    115,030,029Retained earnings
    
    
    3,526,045
    
    
    
    2,388,111Total stockholders equity
    
    
    118,558,733
    
    
    
    117,420,799Total liabilities and stockholders
equity
    
    $
    180,212,424
    
    
    $
    176,576,647
  3




---



##### Table of Contents



MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
 June 2, 2006Three months
    
    
    Three months
    
    
    Six months
    
    
    Six months
    
    
    (date of inception)ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    throughJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Expenses:Formation and
operating costs
    
    
    (113,840
    )
    
    
    (183,133
    )
    
    
    (307,995
    )
    
    
    (210,664
    )
    
    
    (827,359
    )Net loss before
interest income
    
    
    (113,840
    )
    
    
    (183,133
    )
    
    
    (307,995
    )
    
    
    (210,664
    )
    
    
    (827,359
    )Interest income
    
    
    1,263,636
    
    
    
    1,633,479
    
    
    
    3,043,464
    
    
    
    1,630,338
    
    
    
    9,224,971Income
before
income tax
provision
    
    
    1,149,796
    
    
    
    1,450,346
    
    
    
    2,735,469
    
    
    
    1,419,674
    
    
    
    8,397,612Provision
for income
taxes
    
    
    (432,668
    )
    
    
    (501,769
    )
    
    
    (1,029,357
    )
    
    
    (501,769
    )
    
    
    (3,154,752
    )Net income
    
    $
    717,128
    
    
    $
    948,577
    
    
    $
    1,706,112
    
    
    $
    917,905
    
    
    $
    5,242,860Weighted average
shares
outstandingBasic
    
    
    26,593,750
    
    
    
    20,871,909
    
    
    
    26,593,750
    
    
    
    12,824,413
    
    
    
    17,174,959Diluted
    
    
    32,565,113
    
    
    
    25,141,723
    
    
    
    32,515,874
    
    
    
    14,947,525
    
    
    
    20,565,713Net earnings per
share:Basic
    
    $
    0.03
    
    
    $
    0.05
    
    
    $
    0.06
    
    
    $
    0.07
    
    
    $
    0.31Diluted
    
    $
    0.02
    
    
    $
    0.04
    
    
    $
    0.05
    
    
    $
    0.06
    
    
    $
    0.25
  4




---



##### Table of Contents



MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS 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 $12,996,070 (6,468,749
shares subject to possible redemption)
    
    
    21,562,500
    
    
    
    2,156
    
    
    
    159,501,774
    
    
    
    
    
    
    
    159,503,930Proceeds 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,148,636
    )
    
    
    (1,148,636
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,594,139
    
    
    
    3,594,139Balance, December 31, 2007
    
    
    26,593,750
    
    
    
    2,659
    
    
    
    115,030,029
    
    
    
    2,388,111
    
    
    
    117,420,799Accretion of trust fund relating to
common stock subject to possible
redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (568,178
    )
    
    
    (568,178
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,706,112
    
    
    
    1,706,112Balance, June 30, 2008
    
    
    26,593,750
    
    
    $
    2,659
    
    
    $
    115,030,029
    
    
    $
    3,526,045
    
    
    $
    118,558,733
  5




---



##### Table of Contents



MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
 June 2, 2006Six months
    
    
    Six months
    
    
    (date of inception)ended
    
    
    ended
    
    
    throughJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008CASH FLOWS FROM OPERATING
ACTIVITIESNet income
    
    $
    1,706,112
    
    
    $
    917,905
    
    
    $
    5,242,860Adjustments to reconcile net
income to net cash
provided by operating activities:Changes in:Prepaid expenses
    
    
    43,370
    
    
    
    (133,938
    )
    
    
    (4,456
    )Other current assets
    
    
    (25,000
    )
    
    
    
    
    
    
    (25,000
    )Income taxes payable
    
    
    (746,253
    )
    
    
    501,769
    
    
    
    (480,858
    )Accrued expenses
    
    
    (111,027
    )
    
    
    169,962
    
    
    
    54,935Net cash provided by operating activities
    
    
    867,202
    
    
    
    1,455,698
    
    
    
    4,787,481CASH FLOWS FROM INVESTING
ACTIVITIESCash held in trust fund
    
    
    (1,261,087
    )
    
    
    (172,574,622
    )
    
    
    (176,762,666
    )Deferred acquisition costs
    
    
    (472,414
    )
    
    
    
    
    
    
    (494,792
    )Net cash used
in investing
activities
    
    
    (1,733,501
    )
    
    
    (172,574,622
    )
    
    
    (177,257,458
    )CASH FLOWS FROM FINANCING
ACTIVITIESGross proceeds from
initial public offering
    
    
    
    
    
    
    172,500,000
    
    
    
    172,500,000Payment of costs of public
offering
    
    
    
    
    
    
    (6,815,504
    )
    
    
    (6,958,569
    )Proceeds from sale of
units in a private
placement
    
    
    
    
    
    
    2,750,000
    
    
    
    2,750,000Proceeds from notes
payable to a related party
    
    
    
    
    
    
    35,000
    
    
    
    275,000Payments of notes payable
to a related party
    
    
    
    
    
    
    (275,000
    )
    
    
    (275,000
    )Proceeds from issuance of
common stock to founding
stockholders
    
    
    
    
    
    
    
    
    
    
    20,000Proceeds from issuance of
warrants
    
    
    
    
    
    
    4,250,000
    
    
    
    4,250,000Net cash
provided by
financing
activities
    
    
    
    
    
    
    172,444,496
    
    
    
    172,561,431(Decrease) increase in
cash and cash equivalents
    
    
    (866,299
    )
    
    
    1,325,572
    
    
    
    91,454Cash and cash equivalents,
beginning of period
    
    
    957,753
    
    
    
    12,404
    
    
    
    Cash and cash equivalents,
end of period
    
    $
    91,454
    
    
    $
    1,337,976
    
    
    $
    91,454Supplemental schedule of
non-cash financing activity:Accrual of offering costs
    
    $
    
    
    
    $
    
    
    
    $
    251,419Common stock subject to
possible redemption
    
    
    
    
    
    
    51,491,242
    
    
    
    51,491,242Interest income on common
stock subject to possible
redemption
    
    
    568,178
    
    
    
    
    
    
    
    1,716,814Accrual of deferred
acquisition costs
    
    
    2,353,197
    
    
    
    
    
    
    
    2,353,197Deferred underwriters fees
    
    
    
    
    
    
    6,037,500
    
    
    
    6,037,500Total
    
    $
    2,921,375
    
    
    $
    57,528,742
    
    
    $
    61,850,172Cash paid for interest
    
    $
    
    
    
    $
    10,312
    
    
    $
    10,312Cash paid for taxes
    
    $
    1,775,611
    
    
    $
    
    
    
    $
    3,635,611
  6




---



##### Table of Contents



MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008
 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 initial public
offering both vote against the Business Combination and exercise their conversion rights
as described below.
     7




---



##### Table of Contents



Note B  Summary of Significant Accounting Policies
   [1] Cash and cash equivalents:
  [2] Earnings per common share:
  [3] Use of estimates:
  [4] Income taxes:
    8




---



##### Table of Contents



[5] Fair value of financial instruments
  Fair Value Measurements
 Effective Date of FASB Statement No.
157
 [6] Recent accounting pronouncements:
 Fair Value Measurements . Effective Date of FASB Statement No. 157
  o
    
    Level 1  Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date.o
    
    Level 2  Inputs include quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other
than quoted prices that are observable for the asset or liability and
inputs that are derived principally from or corroborated by observable
market data by correlation or other means (market corroborated
inputs).o
    
    Level 3  Unobservable inputs reflect the Companys judgments about
the assumptions market participants would use in pricing the asset or
liability since limited market data exists. The Company develops these
inputs based on the best information available, including the
Companys own data.
   Business Combinations
 9




---



##### Table of Contents



Note C  Public Offering
  Note D  Related Party Transactions
  Note E  Commitments
  Note F  Common Stock Subject to Possible Redemption
  Note G  Subsequent Events
  10




---



##### Table of Contents



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
  Overview
       11




---



##### Table of Contents



Results of Operations, Financial Condition and Liquidity
   12




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
 Fair Value Measurements . Effective Date of FASB Statement No. 157
  o
    
    Level 1  Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date.o
    
    Level 2  Inputs include quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other
than quoted prices that are observable for the asset or liability and
inputs that are derived principally from or corroborated by observable
market data by correlation or other means (market corroborated
inputs).o
    
    Level 3  Unobservable inputs reflect our judgments about
the assumptions market participants would use in pricing the asset or
liability since limited market data exists. We develop these
inputs based on the best information available, including our own data.
   Business Combinations
  13




---



##### Table of Contents



Critical Accounting Policies
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
   14




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  We may be unable to secure additional financing to complete our initial business combination.
  
 ITEM 6.
    
    EXHIBITS
  2.1
    
    Stock Purchase Agreement, dated February 6, 2008, by and among the Company, Critical Homecare Solutions
Holdings, Inc. and the stockholders named therein*2.2
    
    Amendment No. 1 to the Stock Purchase Agreement, dated April 22, 2008, by and among the Company, Critical
Homecare Solutions Holdings, Inc. and the stockholders named therein**2.2
    
    Amendment No. 2 to the Stock Purchase Agreement, dated July 7, 2008, by and among the Company, Critical
Homecare Solutions Holdings, Inc. and the stockholders named therein***2.3
    
    Amendment No. 3 to the Stock Purchase Agreement, dated July 31, 2008, by and among the Company, Critical
Homecare Solutions Holdings, Inc. and the stockholders named therein****10.1
    
    Letter Agreement by and between the Registrant and MBF Healthcare Management, LLC *****31.1
    
    Section 302 CEO Certification.*****31.2
    
    Section 302 CFO Certification.*****32.1
    
    Section 906 CEO Certification.*****32.2
    
    Section 906 CFO Certification.*****
 
 *
    
    Incorporated by reference to the exhibit of the same number filed with the Registrants Form 8-K, as
filed with the SEC on February 7, 2008**
    
    Incorporated by reference to Ex. 2.1 to the Registrants Form 8-K, as filed with the SEC on April 28, 2008***
    
    Incorporated by reference to Ex. 2.1 to the Registrants Form 8-K, as filed with the SEC on July 10, 2008****
    
    Incorporated by reference to Ex. 2.1 to the Registrants Form 8-K, as filed with the SEC on July 31, 2008*****
    
    Filed herewith 15




---



##### Table of Contents



SIGNATURES
  MBF HEALTHCARE ACQUISITION CORP.Date: August 14, 2008
    /s/ Miguel B. FernandezMiguel B. FernandezChief Executive Officer
(Principal Executive Officer)Date: August 14, 2008
    /s/ Marcio C. CabreraMarcio C. CabreraChief Financial Officer
(Principal Financial Officer) 16