LIFEHEALTHCARE, INC.. (Exact name of Registrant as Specified in Its Charter)

Delaware		68-0652656
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

137 Rowayton Avenue Suite 110 Rowayton CT 06853 (Address of Principal Executive Offices with Zip Code)

Registrant’s Telephone Number, Including Area Code: (203) 866-1015

N/A
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

PART I – FINANCIAL INFORMATION		2

Item 1	Condensed Balance Sheets at December 31, 2008 (Unaudited) and September 30, 2008	2

	Condensed Statements of Operations (Unaudited) for the three months ended December 31, 2008 and 2007	3

	Condensed Statements of Cash Flows (Unaudited) for the three months ended December 31, 2008 and 2007	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operation	9

Item 3	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4T	Controls and Procedures	13

PART II – OTHER INFORMATION		14

Item 1	Legal Proceedings	14

Item 2	Unregistered Sales of Securities and Use of Proceeds	14

Item 3	Default upon Senior Securities	14

Item 4	Submission of Matters to a Vote of Security Holders	14

Item 5	Other Information	14

Item 6	Exhibits	14

SIGNATURES		15

	December 31, 2008			September 30, 2008
	(unaudited)
ASSETS
Current Assets
Prepaid directors fees	$	81,600		$	108,800
Total Current Assets		81,600			108,800
Other Assets
Deposit		2,200			2,200
Investment		100,000			100,000
Patent Related Expenditures		11,730			11,730
Total Other Assets		113,930			113,930
TOTAL ASSETS	$	195,530		$	222,730

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accrued liabilities	$	68,683		$	26,975
Due to shareholder		95,780			81,780
Total Current Liabilities		164,463			108,755
TOTAL LIABILITIES		164,463			108,755
Shareholders’ Deficit
Common stock, par value $.001, 50,000,000 shares authorized, 28,449,265 and 24,487,265 issued and outstanding		28,449			24,487
Additional paid-in capital		1,615,231			1,460,713
Accumulated deficit		(1,612,613	)		(1,371,225	)
Total Shareholders’ Equity		31,067			113,975
TOTAL LIABILITIES AND SHARHOLDERS’ EQUITY	$	195,530		$	222,730

	Three months ended December 31,						Development Period (Inception to December 31, 2008)
	2008			2007

Revenues	$	0		$	0		$	0
Professional fees		176,475			-			283,370
Impairment losses		-			-			1,246,700
Amortization expense		-			2,500			22,500
General & administrative expenses		64,914			-			129,242
Net loss before income tax		(241,388	)		(2,500	)		(1,681,812	)

Provision for income taxes		-			-			-

Net loss	$	(241,388	)	$	(2,500	)	$	(1,681,812	)

Loss Per Share –
Basic and Diluted:	$	(0.01	)	$	(2,500	)	$	(1,681,812	)

Weighted Average Common Stock Outstanding:
Basic and Fully Diluted:		28,449,265			1			1

	Three Months Ended December 31,						Development Period (Inception to December 31, 2008)
	2008			2007

Cash flow from operating activities:
Net loss	$	(241,388	)	$	(2,500	)	$	(1,681,812	)
Adjustments to reconcile net (loss) to net cash
Used in operating activities:
Amortization of intellectual property		-			2,500			22,500
Amortization of prepaid directors fees		27,200			-			27,200
Impairment loss		-			-			1,246,700
Issuance of common shares for services		158,480			-			234,880
Change in assets and liabilities
Increase in patent related expenses		-			-			(11,730	)
Increase in accrued liabilities		41,708			-			68,682
Net cash provided by operating activities		(14,000	)		-			(93,580	)
Cash flows from investing activities:
Advances by shareholder		-			-			-
Net cash used in investing activities		-			-			-
Cash flows from financing activities:
Payment of deposit		-			-			(2,200	)
Proceeds from shareholder		14,000			-			95,780
Net cash provided by financing activities		14,000			-			93,580
Net increase in cash		-			-			-
Cash, beginning of period		-			-			-
Cash, end of period	$	0		$	0		$	0
Supplemental cash flow information:
Cash paid for income tax	$	0		$	0		$	0
Cash paid for interest	$	0		$	0		$	0

LifeHealthCare, Inc. is a Delaware company (the “Company”) that was acquired and then recently divested from Market & Research Corp. ("Market") (formerly known as Cable & Co. Worldwide, Inc., a Delaware corporation), in connection with a spin-off by Market & Research Corp. that became effective September 12, 2008. The Company is a development stage company that focuses on providing products in the dental and healthcare marketplaces and is currently seeking financing to market its products and to develop additional healthcare products. The Company, which was formed in 2002, has not operated since it was incorporated.

Pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q, the financial statements, footnote disclosures and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed. The financial statements contained in this report are unaudited but, in the opinion of the Company, reflect all adjustments, consisting of only normal recurring adjustments necessary to fairly present the financial position as of December 31, 2008 and the results of operations and cash flows for the interim periods of the fiscal year ending September 30, 2009 ("fiscal 2009") and the fiscal year ended December 31, 2008 ("fiscal 2008") presented herein. The results of operations for any interim period are not necessarily indicative of results for the full year.

The Company is in the development stage. Since its formation the Company has not realized any revenues from its planned operations. The Company intends to design, manufacture and market dental accessories. The Company's primary activities since incorporation have been conducting research and development, performing business, strategic and financial planning, and raising capital.

The financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. As of December 31, 2008, the Company had no established source of revenues and has accumulated losses of approximately $1,600,000 since its inception. Its ability to continue as a going concern is dependent upon achieving production or sale of goods, the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and upon profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

Basic net income or loss per share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per share is computed by dividing net income or loss by the weighted average number of common shares outstanding and dilutive potential common shares reflecting the dilutive effect of stock options and warrants. Dilutive potential common shares, stock options and warrants for all periods presented are computed utilizing the treasury stock method. The Company had no outstanding options or warrants at December 31, 2008.

	Loss			Shares		Per Share
	(Numerator)			Denominator		Amount

For the three months ended December 31, 2008: (Loss) to common stockholders	$	(241,388	)		28,449,265	$	(0.01	)

For the three months ended December 31, 2007: (Loss) to common stockholders	$	(2,500	)		1	$	(2,500	)

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment.” This standard replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board (‘PB’) Opinion No. 25, “Accounting for Stock Issued to Employees.” The standard requires companies to expense the fair value of stock option on the grant date and is effective for annual periods beginning after June 15, 2005. In accordance with the revised statement, the expense attributable to stock options granted or vested subsequent to July 1, 2005, was required to be recognized by the Company. During the three months ended December 31, 2008 the Company issued 3,962,000 common shares to consultants for services rendered in fiscal 2009. The value of the shares issued was determined by the estimated value of the services rendered.

At December 31, 2008, the Company owed $95,780 to Martin Licht (Executive Vice President and Chairman) for expenses paid by him on behalf of the Company. This amount is non-interest bearing, unsecured, and due on demand; however the officer has agreed not to demand payments for one year.

Intangible assets with a definite life are amortized over their legal or estimated useful lives, whichever is shorter. The Company reviews the carrying amounts of intangible assets with a definite life whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances might include changes in technology, significant litigation or other items. These costs are related to the application for a patent. At the point of the final determination of the patent, the amounts will either begin to be amortized or written off.

On March 28, 2006, Market acquired LifeHealth Care, Inc. (“LHC”) from Martin Licht, a director and officer of the Market & Research Corp. Market & Research Corp. issued 600,000,000 shares of Common Stock to Martin Licht to acquire LHC at $.002 per share.

The purchase price was allocated on the basis of the estimated fair values of the assets acquired and liabilities assumed which was $1,200,000. LHC has a product (an emergency dental kit) that is approved for sale in the European Union. The life of this asset is indeterminable since the approval has no pre set lifespan. The acquisition was accounted for as a purchase.

Acquisition cost	$	1,200,000

Net assets acquired:
Current assets	$	10,639
Goodwill		1,169,199
Intellectual property		100,000
Patent		6,730

Total assets		117,369

Liabilities assumed		(86,658	)

Total liabilities		(86,658	)

Amount assigned to goodwill	$	1,169,199

LHC has no revenues or tangible assets and will require a significant amount of financing in order to commence operations. The Company does not have access to the necessary financing at this time. If financing is not obtained, LHC will not be able to commence operations. As of the date of acquisition, LHC had incurred cumulative losses of approximately $71,000. There is no certainty that even with adequate financing, LHC will be able to commence operations or obtain profitable status.

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”), the Company evaluates goodwill and intangible assets at least annually for impairment by analyzing the estimated fair value based on the present value of discounted cash flows compared to the net book value. The Company will write off the amount of any goodwill or intangible in excess of its fair value. Management reviewed the goodwill at September 30, 2007 and determined that it was fully impaired and consequently wrote off the entire balance of $1,169,199. Management reviewed the CE Designation Cost intangible asset at June 30, 2008 and determined that it was fully impaired and consequently wrote off the entire balance of $77,500.

The Market & Research Corp. spun off LifeHealthCare, Inc. (“LHC”) in September 2008. Market included the operations of LHC through the date of the spinoff (September 12, 2008) in its operations. Market valued LHC at zero, and as a result, wrote off its investment of $1,200,000 in LHC. The net liabilities that were spun off totaled $9,926.

Effective October 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No. 109. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, the Company had no unrecognized tax benefits. During the three months ended December 31, 2008, the Company recognized no adjustments for uncertain tax benefits.

The Company recognizes interest and penalties, if any, related to uncertain tax positions in selling, general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at December 31, 2008.

Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence, it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at December 31, 2008.

The Company recorded a deferred income tax asset for the tax effect of net operating loss carryforwards and temporary differences, aggregating approximately $140,000. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a valuation allowance of $140,000 at December 31, 2008.

The Company has contacted New York University School of Dentistry to perform tests of the Company’s personal dental care lozenge product in a double blind study. The estimated total cost of the study is $135,000. The work on the study has not yet commenced.

From inception through the spin off date, the Company has been housed in the parent corporation’s (Market & Research Corp.) offices at no charge due to the inactivity of the subsidiary. Subsequent to the spin off date, the Company will share office space with Market & Research Corp. at an estimated cost of $3,500 per month.

In September 2008 the Company issued 1,187,861 common shares for an interest in a patent owned by Henryk Jakubowski, a director and officer of the Company for the lozenges. Mr. Jakubowski retained 100% of ownership in the patent. The Company will value the investment every year.

This report contains “forward-looking statements”, which involve known and unknown risks, uncertainties and other factors which could cause actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to occur or be realized. These forward-looking statements generally are based on our best estimates of future results, performances or achievements, based upon current conditions and assumptions. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “can,” “could,” “project,” “expect,” “believe,” “plan,” “predict,” “estimate,” “anticipate,” “intend,” “continue,” “potential,” “would,” “should,” “aim,” “opportunity” or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions. These risks and uncertainties include, but are not limited to:

You should carefully consider these risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause actual results to differ materially from those provided in the forward-looking statements. LifeHealthCare, Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

LifeHealthCare, Inc. is a Delaware company that was acquired and then recently divested from Market & Research Corp. ("Market") (formerly known as Cable & Co. Worldwide, Inc., a Delaware corporation), in connection with a spin-off by Market & Research Corp. that became effective September 12, 2008. The Company is a development stage company that focuses on providing products in the dental and healthcare marketplaces and is currently seeking financing to market its products and to develop additional healthcare products.

The Company recognized $241,388 during fiscal 2009 and $0 during fiscal 2008 in professional fees and administrative expenses primarily related to efforts to revive the Company in fiscal 2009. The increase is primarily due to the amortization of prepaid director fees of $27,200 and the issuance of common shares for services of $158,480 in 2009.

The Company recognized net losses of $241,388, during the first quarter of fiscal 2009 as compared to $2,500 during the same period last year for an overall increase in net loss of $238,888 The increase in the loss is primarily due to the amortization of prepaid director fees of $27,200 and the issuance of common shares for services of $158,480 in 2009.

We have a history of substantial operating losses as of December 31, 2008. For the three months ended December 31, 2008, our net loss was $241,388. We have historically experienced cash flow difficulties primarily because our expenses have exceeded our revenues. We expect to incur additional operating losses for the immediate near future. These factors, among others, raise significant doubt about our ability to continue as a going concern. If we are unable to generate sufficient revenue from our operations to pay expenses or we are unable to obtain additional financing on commercially reasonable terms, our business, financial condition and results of operations will be materially and adversely affected.

We will require additional capital to finance our future operations. We can provide no assurance that we will obtain additional financing sufficient to meet our future needs on commercially reasonable terms or otherwise. If we are unable to obtain the necessary financing, our business, operating results and financial condition will be materially and adversely affected.

The process of integrating an acquired business, technology or product may result in unforeseen operating difficulties and expenditures and may absorb significant management attention and capital that would otherwise be available for ongoing development of our business. In addition, we may not be able to maintain the levels of operating efficiency that any company we may acquire achieved or might have achieved separately. Additional risks we face include:

to the extent that we engage in strategic transactions outside of the United States, we face additional risks, including risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

Future acquisitions and investments could involve the issuance of our equity securities, potentially diluting our existing shareholders, the incurrence of debt, contingent liabilities or amortization expenses, write-offs of goodwill, intangibles, or acquired in-process technology, or other increased expenses, any of which could harm our financial condition. Our shareholders may not have the opportunity to review, vote on or evaluate future acquisitions or investments.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company accounts for its income taxes using SFAS No. 109, “Accounting for Income Taxes”, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No. 109. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, the Company had no unrecognized tax benefits. During the three months ended December 31, 2008, the Company recognized no adjustments for uncertain tax benefits.

Goodwill represents the excess of the purchase price over the fair market value of net assets acquired. The process of determining goodwill requires judgment. Evaluating goodwill for impairment involves the determination of the fair value of our reporting units. Inherent in such fair value determinations are certain judgments and estimates, including the interpretation of current economic indicators and market valuations, and our strategic plans with regard to our operations. To the extent additional information arises or our strategies change, it is possible that our conclusion regarding goodwill impairment could change, which could have a material effect on our financial position and results of operations. For those reasons, we believe that the accounting estimate related to goodwill impairment is a critical accounting estimate.

The Company reviews goodwill annually (or more frequently under certain conditions) for impairment in accordance with SFAS No. 142, goodwill and other intangible assets. The Company performed its annual impairment test of goodwill as of September 30, 2007 and determined that goodwill was fully impaired. The Company wrote off the entire balance of goodwill.

Intangible assets is comprised of patent and CE costs and a CE designation. Intangible assets, excluding goodwill, are stated on the basis of cost and are amortized on a straight-line basis over estimated lives of ten years. Intangible assets with indefinite lives are not amortized but are evaluated for impairment annually unless circumstances dictate otherwise.

Management periodically reviews intangible assets for impairment based on an assessment of undiscounted future cash flows, which are compared to the carrying value of the intangible assets. Should these cash flows not equal or exceed the carrying value of the intangible, a discounted cash flow model is used to determine the extent of any impairment charge required.

We maintain disclosure controls and procedures that are designed to ensure (1) that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and (2) that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Prior to the filing date of this report, under the supervision and review of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material information regarding that is required to be included in our periodic reports to the SEC.

In addition, there have been no significant changes in our internal controls or in other factors that could significantly affect those controls that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We can provide no assurance, however, that our system of disclosure controls and procedures will always achieve its stated goals under all future conditions, no matter how remote.

Number		Description

3.1		Articles of incorporation, including amendments, incorporated by reference to the registrant’s Form 10 filed on July 16, 2008

3.2		By laws, including amendments, incorporated by reference to the registrant’s Form 10 filed on July 16, 2008

10.1		Form 10, dated as of July 16, 2008

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	·	a failure to manage our business effectively and profitably,