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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, 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




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TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSBALANCE SHEETS AS OF MARCH 31, 2008 (UNAUDITED) AND DECEMBER 31, 2007
    
    
    3STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 (UNAUDITED), FOR THE THREE MONTHS ENDED MARCH 31, 2007 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH MARCH 31, 2008 (UNAUDITED)
    
    
    4STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2008 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2007
    
    
    5STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2008 (UNAUDITED), FOR THE THREE MONTHS ENDED MARCH 31, 2007 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH MARCH 31, 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
    
    
    13ITEM 4. CONTROLS AND PROCEDURES
    
    
    13PART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    14ITEM 1A. RISK FACTORS
    
    
    14ITEM 6. EXHIBITS
    
    
    14SIGNATURES
    
    
    15EX-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
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1  FINANCIAL STATEMENTS
 
 MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
 March 31,2008
    
    
    December 31,(unaudited)
    
    
    2007ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    283,947
    
    
    $
    957,753Restricted cash held in Trust Fund
    
    
    177,275,651
    
    
    
    175,501,579Prepaid expenses
    
    
    4,770
    
    
    
    47,826Total current assets
    
    
    177,564,368
    
    
    
    176,507,158Deferred acquisition costs
    
    
    2,485,550
    
    
    
    22,379Deferred tax asset
    
    
    22,270
    
    
    
    47,110Total Assets
    
    $
    180,072,188
    
    
    $
    176,576,647LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesIncome taxes payable
    
    $
    884,354
    
    
    $
    312,505Accrued expenses
    
    
    2,100,671
    
    
    
    165,965Deferred underwriters fee
    
    
    6,037,500
    
    
    
    6,037,500Total current liabilities
    
    
    9,022,525
    
    
    
    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)
    
    
    1,480,629
    
    
    
    1,148,636Total common stock, subject to possible redemption
    
    
    52,971,871
    
    
    
    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
    
    
    3,045,104
    
    
    
    2,388,111Total stockholders equity
    
    
    118,077,792
    
    
    
    117,420,799Total liabilities and stockholders equity
    
    $
    180,072,188
    
    
    $
    176,576,647
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MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
 June 2, 2006Three months
    
    
    Three months
    
    
    (date of inception)ended
    
    
    ended
    
    
    throughMarch 31, 2008
    
    
    March 31, 2007
    
    
    March 31, 2008Revenues
    
    $
    
    
    
    $
    
    
    
    $
    Expenses:Formation and operating costs
    
    
    (194,154
    )
    
    
    (27,511
    )
    
    
    (713,519
    )Net loss before interest income (expense)
    
    
    (194,154
    )
    
    
    (27,511
    )
    
    
    (713,519
    )Interest income (expense)
    
    
    1,779,828
    
    
    
    (3,160
    )
    
    
    7,961,335Income (loss) before income tax provision
    
    
    1,585,674
    
    
    
    (30,671
    )
    
    
    7,247,816Provision for income taxes
    
    
    (596,689
    )
    
    
    
    
    
    
    (2,722,084
    )Net income (loss)
    
    $
    988,985
    
    
    $
    (30,671
    )
    
    $
    4,525,732Weighted average shares outstandingBasic
    
    
    26,593,750
    
    
    
    4,687,500
    
    
    
    15,893,778Diluted
    
    
    32,442,481
    
    
    
    4,687,500
    
    
    
    18,902,450Net earnings (loss) per share:Basic
    
    $
    0.04
    
    
    $
    (0.01
    )
    
    $
    0.28Diluted
    
    $
    0.03
    
    
    $
    (0.01
    )
    
    $
    0.24
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MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(UNAUDITED)
 Retainedearnings/(deficit)accumulatedCommon 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
    )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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (331,992
    )
    
    
    (331,992
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    988,985
    
    
    
    988,985Balance, March 31, 2008
    
    
    26,593,750
    
    
    $
    2,659
    
    
    $
    115,030,029
    
    
    $
    3,045,104
    
    
    $
    118,077,792
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MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
 June 2, 2006Three months
    
    
    Three months
    
    
    (date of inception)ended
    
    
    ended
    
    
    throughMarch 31, 2008
    
    
    March 31, 2007
    
    
    March 31, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    988,985
    
    
    $
    (30,671
    )
    
    $
    4,525,732Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Changes in:Prepaid expenses
    
    
    43,056
    
    
    
    
    
    
    
    (4,770
    )Income taxes payable
    
    
    596,689
    
    
    
    
    
    
    
    862,084Accrued expenses
    
    
    (87,321
    )
    
    
    3,160
    
    
    
    78,643Net cash provided by (used in) operating activities
    
    
    1,541,409
    
    
    
    (27,511
    )
    
    
    5,461,689CASH FLOWS FROM INVESTING ACTIVITIESCash held in trust fund
    
    
    (1,774,072
    )
    
    
    
    
    
    
    (177,275,651
    )Deferred acquisition costs
    
    
    (441,143
    )
    
    
    
    
    
    
    (463,522
    )Net cash used in investing activities
    
    
    (2,215,215
    )
    
    
    
    
    
    
    (177,739,173
    )CASH FLOWS FROM FINANCING ACTIVITIESGross proceeds from initial public offering
    
    
    
    
    
    
    
    
    
    
    172,500,000Payment of costs of public offering
    
    
    
    
    
    
    (12,341
    )
    
    
    (6,958,569
    )Proceeds from sale of units in a private placement
    
    
    
    
    
    
    
    
    
    
    2,750,000Proceeds from notes payable to a related party
    
    
    
    
    
    
    35,000
    
    
    
    275,000Payments of notes payable to a related party
    
    
    
    
    
    
    
    
    
    
    (275,000
    )Proceeds from issuance of common stock to founding
stockholders
    
    
    
    
    
    
    
    
    
    
    20,000Proceeds from issuance of warrants
    
    
    
    
    
    
    
    
    
    
    4,250,000Net cash provided by financing activities
    
    
    
    
    
    
    22,659
    
    
    
    172,561,431(Decrease) increase in cash and cash equivalents
    
    
    (673,806
    )
    
    
    (4,852
    )
    
    
    283,947Cash and cash equivalents, beginning of period
    
    
    957,753
    
    
    
    12,404
    
    
    
    Cash and cash equivalents, end of period
    
    $
    283,947
    
    
    $
    7,552
    
    
    $
    283,947Supplemental schedule of non-cash financing activity:Accrual of offering costs
    
    $
    
    
    
    $
    
    
    
    $
    251,419Common stock subject to possible redemption
    
    
    
    
    
    
    
    
    
    
    51,491,242Interest income on common stock subject to
possible redemption
    
    
    331,992
    
    
    
    
    
    
    
    1,480,628Accrual of deferred acquisition costs
    
    
    2,022,028
    
    
    
    
    
    
    
    2,022,028Deferred underwriters fees
    
    
    
    
    
    
    
    
    
    
    6,037,500Total
    
    $
    2,354,020
    
    
    $
    
    
    
    $
    61,282,817Cash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    10,312Cash paid for taxes
    
    $
    
    
    
    $
    
    
    
    $
    1,860,000
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MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 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




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Note B  Summary of Significant Accounting Policies
   [1] Cash and cash equivalents:
  [2] Earnings (loss) per common share:
  [3] Use of estimates:
  [4] Income taxes:
    [5] Fair value of financial instruments
  Fair Value Measurements
 Effective Date of FASB Statement No.
157
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[6] Recent accounting pronouncements:
 Fair Value Measurements . Effective Date of FASB Statement No. 157
  
    
    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.
 
    
    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).
 
    
    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
  Note C  Public Offering
  9




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Note D  Related Party Transactions
  Note E  Commitments
  Note F  Common Stock Subject to Possible Redemption
  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
 Fair Value Measurements . Effective Date of FASB Statement No. 157
  
    
    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.
 
    
    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).
 
    
    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.
  12




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Business Combinations
  Critical Accounting Policies
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
   13




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PART II  OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  
 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**10.1
    
    Subscription Agreement, dated February 6, 2008, by and among the Company and the Purchasers named therein*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***
    
    Filed herewith 14




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SIGNATURES
  MBF HEALTHCARE ACQUISITION CORP.Date: May 14, 2008
    /s/ Miguel B. FernandezMiguel B. FernandezChief Executive Officer
(Principal Executive Officer)Date: May 14, 2008
    /s/ Marcio C. CabreraMarcio C. CabreraChief Financial Officer
(Principal Financial Officer) 15