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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 June 30, 2007ORo
    
    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)
 
  o þ
   Large accelerated filer o
    
    Accelerated filero
    
    Non accelerated filerþ
  þ o




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TABLE OF CONTENTS
  
 PagePART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSBALANCE SHEETS AS OF JUNE 30, 2007 (UNAUDITED) AND DECEMBER 31, 2006
    
    
    2STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2007
(UNAUDITED), FOR THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED), FOR
THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH JUNE 30, 2006
(UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION)
THROUGH JUNE 30, 2007 (UNAUDITED)
    
    
    3STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY FOR THE SIX MONTHS
ENDED JUNE 30, 2007 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006
(DATE OF INCEPTION) THROUGH DECEMBER 31, 2006 (UNAUDITED)
    
    
    4
    

STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2007
(UNAUDITED), FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION)
THROUGH JUNE 30, 2006 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006
(DATE OF INCEPTION) THROUGH JUNE 30, 2007 (UNAUDITED)
    
    
    5NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
    
    
    6ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    10ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    12ITEM 4. CONTROLS AND PROCEDURES
    
    
    12PART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    12ITEM 1A. RISK FACTORS
    
    
    12ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    12ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    13ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    13ITEM 5. OTHER INFORMATION
    
    
    13ITEM 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
 June 30,2007
    
    
    December 31,(unaudited)
    
    
    2006ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    1,337,976
    
    
    $
    12,404Restricted cash held in Trust Fund
    
    
    172,574,622
    
    
    
    Prepaid expenses
    
    
    133,938
    
    
    
    Total current assets
    
    
    174,046,536
    
    
    
    12,404Deferred offering costs
    
    
    
    
    
    
    457,908Total Assets
    
    $
    174,046,536
    
    
    $
    470,312LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesIncome Taxes Payable
    
    $
    501,769
    
    
    $
    Accrued expenses
    
    
    186,247
    
    
    
    16,285Accrued offering costs
    
    
    
    
    
    
    251,419Notes payable to a related party
    
    
    
    
    
    
    240,000Deferred underwriters fee
    
    
    6,037,500
    
    
    
    Total current liabilities
    
    
    6,725,516
    
    
    
    507,704Common stock, subject to possible redemption, 6,468,749 shares at
redemption value
    
    
    51,491,242
    
    
    
    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
subject to possible redemption) and 4,687,500, respectively
    
    
    2,659
    
    
    
    469Additional paid-in capital
    
    
    114,966,606
    
    
    
    19,531Retained earnings (deficit) accumulated during the development stage
    
    
    860,513
    
    
    
    (57,392
    )Total stockholders equity (deficit)
    
    
    115,829,778
    
    
    
    (37,392
    )Total
liabilities and stockholders equity (deficit)
    
    $
    174,046,536
    
    
    $
    470,312
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MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF OPERATIONS
 June 2, 2006
    
    
    June 2, 2006Three months
    
    
    Six months
    
    
    (date of inception)
    
    
    (date of inception)ended
    
    
    ended
    
    
    through
    
    
    throughJune 30, 2007
    
    
    June 30, 2007
    
    
    June 30, 2006
    
    
    June 30, 2007(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Expenses:Formation and operating costs
    
    
    (183,133
    )
    
    
    (210,664
    )
    
    
    (10,000
    )
    
    
    (262,751
    )Net loss before interest expense
    
    
    (183,133
    )
    
    
    (210,664
    )
    
    
    (10,000
    )
    
    
    (262,751
    )Interest income (expense)
    
    
    1,633,479
    
    
    
    1,630,338
    
    
    
    (71
    )
    
    
    1,625,033Income (loss) before income tax
provision
    
    
    1,450,346
    
    
    
    1,419,674
    
    
    
    (10,071
    )
    
    
    1,362,282Tax expense
    
    
    (501,769
    )
    
    
    (501,769
    )
    
    
    
    
    
    
    (501,769
    )Net income (loss)
    
    $
    948,577
    
    
    $
    917,905
    
    
    $
    (10,071
    )
    
    $
    860,513Weighted average shares outstandingBasic
    
    
    20,871,909
    
    
    
    12,824,413
    
    
    
    4,687,500
    
    
    
    8,425,523Diluted
    
    
    25,141,723
    
    
    
    14,947,525
    
    
    
    4,687,500
    
    
    
    9,400,862Net earnings (loss) per share:Basic
    
    $
    0.05
    
    
    $
    0.07
    
    
    $
    (0.00
    )
    
    $
    0.10Diluted
    
    $
    0.04
    
    
    $
    0.06
    
    
    $
    (0.00
    )
    
    $
    0.09
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MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
 
 STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (UNAUDITED)
 DeficitaccumulatedAdditional
    
    
    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 $13,059,493 (6,468,749 shares subject to
possible redemption)
    
    
    21,562,500
    
    
    
    2,156
    
    
    
    159,438,351
    
    
    
    
    
    
    
    159,440,507Proceeds subject to possible redemption of
6,468,749 shares
    
    
    
    
    
    
    
    
    
    
    (51,491,242
    )
    
    
    
    
    
    
    (51,491,242
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    917,905
    
    
    
    917,905Balance, June 30, 2007
    
    $
    26,593,750
    
    
    $
    2,659
    
    
    $
    114,966,606
    
    
    $
    860,513
    
    
    $
    115,829,778
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MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
 June 2, 2006
    
    
    June 2, 2006Six months
    
    
    (date of inception)
    
    
    (date of inception)ended
    
    
    through
    
    
    throughJune 30, 2007
    
    
    June 30, 2006
    
    
    June 30, 2007(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    917,905
    
    
    $
    (10,071
    )
    
    $
    860,513Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Changes in:Prepaid expenses
    
    
    (133,938
    )
    
    
    
    
    
    
    (133,938
    )Income Taxes Payable
    
    
    501,769
    
    
    
    
    
    
    
    501,769Accrued expenses
    
    
    169,962
    
    
    
    63,521
    
    
    
    186,247Net cash provided by (used in) operating activities
    
    
    1,455,698
    
    
    
    53,450
    
    
    
    1,414,591CASH FLOWS FROM INVESTING ACTIVITIESCash held in Trust Fund
    
    
    (172,574,622
    )
    
    
    
    
    
    
    (172,574,622
    )Net cash used in investing activities
    
    
    (172,574,622
    )
    
    
    
    
    
    
    (172,574,622
    )CASH FLOWS FROM FINANCING ACTIVITIESGross proceeds from initial public offering
    
    
    172,500,000
    
    
    
    
    
    
    
    172,500,000Payment of costs of public offering
    
    
    (7,021,993
    )
    
    
    
    
    
    
    (6,815,504
    )Proceeds from sale of units in a private placement
    
    
    2,750,000
    
    
    
    
    
    
    
    2,750,000Proceeds from notes payable to a related party
    
    
    35,000
    
    
    
    200,000
    
    
    
    275,000Payments of notes payable to a related party
    
    
    (275,000
    )
    
    
    
    
    
    
    (275,000
    )Payment of deferred offering costs
    
    
    206,489
    
    
    
    (115,301
    )
    
    
    (206,489
    )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
    
    
    172,444,496
    
    
    
    104,699
    
    
    
    172,498,007Increase in cash and cash equivalents
    
    
    1,325,572
    
    
    
    158,149
    
    
    
    1,337,976Cash and cash equivalents, beginning of period
    
    
    12,404
    
    
    
    
    
    
    
    Cash and cash equivalents, end of period
    
    $
    1,337,976
    
    
    $
    158,149
    
    
    $
    1,337,976
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MBF HEALTHCARE ACQUISITION CORP.
(a development stage company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 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 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:
  6




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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:
  7




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Note C  Public Offering
  Note D  Related Party Transactions
 1
 2
 Note E  Commitments
  8




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Note F  Private Placement
  Note G  Warrants
  Note H  Subsequent Events
  9




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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
   Trends That May Affect Our Business
  Plan of Operation
   10




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Recent Accounting Pronouncements
    11




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
   
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  12




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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. 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: August 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) 14