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, 2009


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-53487

Valiant Healthcare, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		No. 26-2871644 (I.R.S. Employer Identification No.)

210 N. University Drive, Suite 810, Coral Springs, Florida (Address of principal executive offices)		33071 (Zip Code)

(954) 755-5564
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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: Yes o No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o	Accelerated filed o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes þ No o

As of September 21, 2009, the Registrant had 11,850,000 shares of its common stock outstanding.

INDEX


	Page Number

Part I. FINANCIAL INFORMATION:

Item 1. Unaudited Financial Statements

Balance Sheet— As of June 30, 2009		3

Statement of Operations — For the Three Months Ended June 30, 2009 and for the period from January 1, 2009 to June 30, 2009		4

Statements of Stockholder’s Equity — For the period from January 1, 2009 to June 30, 2009		5

Statements of Cash Flows — For the period from January 1, 2009 to June 30, 2009		6

Notes to Financial Statements		7

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk		13

Item 4. Controls and Procedures		13

Part II. OTHER INFORMATION:

Item 1. Legal Proceedings		14

Item 1A. Risk Factors		14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		18

Item 4. Submission of Matters to a Vote of Security Holders		18

Item 6. Exhibits and Reports on Form 8-K		18

SIGNATURES		19

Exhibit 31.1
Exhibit 31.2
Exhibit 32

ITEM 1. FINANCIAL STATEMENTS

Valiant Healthcare, Inc.

Balance Sheet
as of June 30, 2009 (Unaudited)


Assets
Current Assets
Cash and Cash Equivalents	$	11,790
Accounts Receivables		99,066
Notes Receivables, due < year		216,950
Other Assets		91,855

Total Current Assets	$	419,661

Property & Equipment, net of accumulated depreciation of $34,140	$	33,420
Security Deposits		13,500


Total Assets	$	466,581


Liabilities
Accounts payable and accrued expenses	$	75,639
Lease Payable		18,018
Deposit on Prospective Franchise Units		20,000
Short Term Loan		25,000
Provision for Income Taxes		27,175

Total Liabilities	$	165,832

Stockholder’s Equity:
Common Stock, 100,000,000 shares authorized 11,850,000 shares @ .0001 par issued and outstanding	$	1,185
Additional Paid in Capital		117,481
(Deficit) Accumulated During Development Stage		(5,000	)
Retained Earnings		—
Current Retained Earnings		187,083

Total Stockholder’s Equity		300,749

Total Liabilities and Stockholder’s Equity	$	466,581

The accompanying notes are an integral part of these financial statements.

Valiant Healthcare, Inc.

Statement of Operations
(unaudited)


	For the 6 Months		For the 3 Months
	Ended June 30, 2009		Ended June 30, 2009
Revenues	$	472,471.00	$	472,471.00
Cost and expenditures
Sales and Marketing		21,578		21,578
General and Administration		225,712		225,712


Total costs and expenses		247,290		247,290

Other Expenses/Income		10,923		10,923
Provision for Income Taxes		27,175		27,175


Net Profit	$	187,083	$	187,083


Weighted Average of Shares Outstanding		5,925,000		5,925,000

Profit per share, basic & diluted	$	0.03	$	0.03

Valiant Healthcare, Inc.

Earnings per share
as of June 30, 2009 (Unaudited)


	Common		Portion of		Weighted
	Stock		6-mth period		Share		Income/(Loss)		Earnings/Share
Beginning Shares outstanding		5,000,000		0.5		2,500,000

Isuance of Shares		6,850,000		0.5		3,425,000

Profit for April 1 — June 30, 2009		—		—		—	$	187,083


Total weighted share as of June 30, 2009						5,925,000	$	187,083	$	0.03

The accompanying notes are an integral part of these financial statements.

Valiant Healthcare, Inc.

Statement of Stockholder’s Equity
For the Period from January 1, 2009 to June 30, 2009 (Unaudited)


							Additional
	Common						Paid In		Accumulated
	Stock		Par Value		Total		Capital		Earnings			Total
Balance, Beginning		1,000,000		0.0001		100		2,500		(5,000	)		(2,400	)

Issuance of Shares		10,850,000		0.000		1,085		114,981		—			116,066

Loss for the initial period		—		—		—		—		187,083			187,083


Balance, Ending		11,850,000				1,185		117,481		182,083			300,749

The accompanying notes are an integral part of these financial statements.

Valiant Healthcare, Inc.

Statement of Cash Flows
For the Period from January 1, 2009 to June 30, 2009 (Unaudited)


Cash Flows from operating activities:
Net Income for the period	$	187,083
Depreciation		3,128
Accounts Receivables		(99,066	)
Other Current Assets		(322,305	)
Net Increase in Accounts Payable and Accrued Expenses		70,639
Other Current Liabilities		63,018
Provisions for Income Tax		27,175

Net Cash Flows from operating activities		(70,328	)

Cash Flows from Financing Activities
Common Stock Issued	$	111,166

Net Cash Flows from Financing Activities		111,166

Cash Flows from Investing Activities
Additions to Property and Equipment	$	(36,548	)

Net Cash Flows from Investing Activities		(36,548	)

Net Change in Cash and Cash Equivalents	$	4,290

Cash and Cash Equivalents, Beginning Period		7,500

Cash and Cash Equivalents, Ending Period	$	11,790

Supplemental Information

The accompanying notes are an integral part of these financial statements.

Valiant Healthcare, Inc.

Notes to Financial Statements

June 30, 2009

NOTE 1 — ORGANIZATION

Organization and Line of Business

Valiant Healthcare, Inc. (the “Company”) was formed as a blank check company under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 7 and was incorporated under the laws of the State of Delaware on June 24, 2008. On April 1, 2009, the Company consummated the acquisition of the domestic franchise-related assets of Accessible Healthcare Services, Inc., a Florida corporation, doing business as Accessible Home Health Care. Accessible Healthcare Services, Inc. was incorporated in the State of Florida on May 1, 2003. It began offering for sale franchises that operated under the “Accessible Home Health Care” name and marks on August 1, 2005. Its predecessor company providing home health services (medical and non-medical) was Accessible Nurse Registry, Inc, which was formed and conducted business since May 2001. This predecessor eventually became a company-owned outlet when it began offering and selling franchises.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation/Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company acquired the assets of an existing home health care business on April 1, 2009 and currently recognizes revenues from franchisee royalty and billing and payroll services/fees paid by its franchisees.

In order to grow its business, the Company intends to use funds from operations and to raise financing through private equity financing or other means and interests that it deems necessary to continue its plan of possible mergers, acquitions or other business combinations with complimentary businesses.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles require management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The estimated fair values of cash, notes receivables, and property and equipment, none of which are held for trading purposes, approximate their carrying value because of the short term maturity of these instruments or the stated interest rates are indicative of market interest rates.

Valiant Healthcare, Inc.
Notes to Financial Statements
June 30, 2008

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. A tax rate of 15% is currently being used. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless management believes it is more likely than not that such assets will be realized.

Basis and Diluted Income/(Loss) Per Share:

In accordance with SFAS No. 128, “Earnings Per Share,” the basic income/(loss) per common share is computed by dividing net income/(loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Revenue Recognition

Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements”. The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations, including factors such as when there has been evidence of a sales arrangement, the performance has occurred, or service have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.

NOTE 3 — STOCKHOLDER’S EQUITY

As of June 30, 2009 the Company has issued 11,850,000 shares of its common stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General/History

Valiant was incorporated under the laws of the State of Delaware on June 24, 2008. During the following months, the only activities it conducted was to file a registration statement with the U.S. Securities and Exchange Commission on Form 10, which became effective in January 2009. After this event, Valiant is considered a public company with all of the required reporting requirements under the laws and regulations of the SEC, although none of our common stock or other securities are listed on a stock exchange or quotation system and thus are not yet publicly-traded. Valiant was organized to pursue business combinations, particularly in the healthcare industry. Until its acquisition of the domestic franchise-related assets of Accessible Healthcare Services, Inc, on April 1, 2009, Valiant conducted no operations other than those generally involved in organizing and the registration process with the SEC.

On April 1, 2009, Valiant consummated the acquisition of the domestic franchise-related assets of Accessible Healthcare Services, Inc, a Florida corporation, doing business as Accessible Home Health Care. Accessible Healthcare Services, Inc. was incorporated in the State of Florida on May 1, 2003. It began offering for sale franchises that operate under the “Accessible Home Health Care” name and marks on August 1, 2005. Its predecessor company providing home health care services (medical and non-medical) was Accessible Nurse Registry, Inc, which was formed and conducted business since May 2001. This predecessor eventually became a company-owned outlet when it began offering and selling franchises.

Results of Operations

Because Valiant was formed as a shell company in late June 2008, there are no comparable revenues or expenses or activities for the quarter ended June 30, 2008 as Valiant had no operating assets during the 2008 quarter. The revenues and expenses for the quarter ended June 30, 2009 were entirely related to the acquisition of the assets from Accessible Healthcare Services, Inc. as of April 1, 2009. Revenues for the quarter ended June 30, 2009 were $472,000. Sales and marketing expenses for the quarter ended June 30, 2009 were $22,000 and general and administration expenses for the quarter were $226,000. Other expenses for the quarter ended June 30, 2009 were $11,000. Provision for income taxes for the quarter ended June 30, 2009 were $27,000. Net profit for the quarter ended June 30, 2009 was $187,000. Basic and diluted profit per share for the quarter ended June 30, 2009 was $0.03.

Liquidity and Capital Resources

Prior to the acquisition of the assets from Accessible Healthcare Services, Inc. as of April 1, 2009, Valiant had no operating assets that produced any revenues. As of result of the acquisition, Valiant now receives most of its capital resources from the revenues generated from its home health care assets, through franchise fees generated from the sale of new franchises and from royalty fees and fees paid to Valiant for billing and payroll services conducted for franchisees. During the quarter ended June 30, 2009, Valiant issued one promissory note for $25,000 to one individual.

The following is a summary of Valiant’s net cash flows from operating, investing, and financing activities:

For the period from January 1, 2009 through June 30, 2009


Operating activities	$	(70,328	)
Investing activities	$	(36,548	)
Financing activities	$	111,166


Net effect on cash	$	4,290

General Business Plan

We sell franchises for the right to establish and operate Accessible Home Health Care franchises, which is a home health care (medical and non-medical) business under the distinctive format and system and marks described below (collectively the “Accessible Home Health Care franchise” or “franchise”). As of the date of this report, we currently operate one company-owned home health care (medical and non-medical) business and have approximately 75 franchisees. We continue to offer franchises both nationally and in some instances outside of the United States, e.g. in Canada and India. Our goal is to have at least 100 franchises by March 31, 2010, although there can be no guarantee that we will be able to meet this goal given the current state of the U.S. and international economies and other factors. We currently estimate in our Franchise Disclosure Document that prospective franchisees will incur an estimated initial investment of between $88,325 and $98,825 in order to establish and open one franchise.

Our current franchise fee for one franchise is $41,500 and we offer a discount in the case of multiple franchise purchases. Our franchisees pay us a royalty of 5% of gross sales. “Gross sales” is defined in our franchise agreement as all sales of every kind and nature made at or by the franchise less applicable sales or other taxes and refunds and credits made in good faith to arms’ length clients in accordance with our standards and specifications for issuing such refunds or credits. Currently, we bill our franchisees for the royalties on a weekly basis.

In addition to the selling of franchises as described above, Valiant is and will continue to seek, investigate and, if such investigation warrants, acquire an interest in one or more other business entities or assets in the health care industry.

Valiant believes that as a holding company it offers certain benefits to target companies. The affiliation of multiple companies as part of a holding company may result in cost efficiencies through the reduction of duplicate activities such as administration, office space and advertising. It may result in improved management and product through the interchange of ideas between the various affiliated companies. It may also result in an increased valuation of the holding company beyond the combined valuations of the affiliated companies separately.

Valiant intends from time to time to seek financing for its activities through debt or equity offerings, or both. No assurance can be given that Valiant will be able to enter into any business combination, to have its securities publicly traded, or to obtain debt or equity financing.

The analysis of new business opportunities will be undertaken by, or under the supervision of, the officers and directors of Valiant. In analyzing prospective business opportunities, Valiant may consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the virtually unlimited discretion of Valiant to search for and enter into potential additional business opportunities.

Valiant is subject to the reporting requirements of the Exchange Act. Included in these requirements is the duty of Valiant to file audited financial statements reporting a business combination which is required to be filed with the Securities and Exchange Commission upon completion of the combination.

Search for Other Targets

Valiant does not anticipate utilizing any consultant or finder in locating or analyzing additional potential target entities or the assets of these entities. Valiant may seek to locate a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more websites and similar methods. Valiant may also locate potential target entities or the assets of these entities through its business contacts or others who are aware or become aware of Valiant.

Valiant intends to restrict its search for business entities or assets engaged in the healthcare industry. Such an entity may be in its preliminary or development stage, already in operation, or in essentially any stage of its business life. Valiant believes that there are certain perceived advantages to being a public company such as, among others, increased visibility in the financial community, facilitation of borrowing from financial institutions, possible increased valuation, possible greater ease in raising capital, and enhanced corporate image.

Certain private companies may find a business combination with Valiant more attractive than the public offering of their own securities. Reasons for this may include the following:

•

inability to obtain an underwriter;

•

possible larger costs, fees and expenses of a public offering;

•

possible delays in the public offering process;

•

greater dilution of outstanding securities.

Since the effective date of Valiant’s registration statement on Form 10, Valiant has consummated one asset purchase from an entity with similar ownership. In addition, we recently signed a non-binding letter of intent with a durable medical equipment provider located in south Florida. We are currently conducting a legal and financial due diligence investigation on such entity and, assuming that such investigation concludes without any material issues that cannot be resolved, we hope to consummate the transaction by the end of 2009. No assurances can be given that Valiant will be able to consummate the transaction with the durable medical equipment entity or enter into any other business combination.

Terms of a Business Combination

In implementing a structure for a particular business combination, Valiant may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In many circumstances, Valiant may wish to register all or a part of its securities for public trading after the transaction is consummated. If such registration occurs, it will be undertaken after Valiant has entered into an agreement for a business combination or has consummated a business combination and Valiant is no longer considered a blank check company. The issuance of additional securities and their potential sale into any trading market which may develop in the securities of Valiant may depress the market value of the securities of Valiant in the future if such a market develops, of which there is no assurance.

While the terms of a business transaction to which Valiant may be a party cannot be predicted, it is expected that the parties to the business transaction will desire to avoid the creation of a taxable event and will thereby attempt to structure the combination as a tax-free reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

Valiant will participate in a business combination only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms.

Undertakings and Understandings Required of Target Companies

A potential target company should be aware that the market price and trading volume of the securities of Valiant, when and if listed for secondary trading, may depend in great measure upon the efforts of management to encourage interest in Valiant within the United States financial community. Valiant does not have currently the market support of an underwriter that would normally follow a public offering of its securities. Initial market makers are likely to simply post bid and asked prices and are unlikely to take positions in Valiant’s securities for their own account or customers without active encouragement and a basis for doing so. In addition, certain market makers may take short positions in Valiant’s securities, which may result in a significant pressure on their market price. Valiant may consider the ability and commitment of a target company to participate with management in actively encouraging interest in Valiant’s securities following a business combination in deciding whether to enter into a transaction with such company.

A business combination with Valiant separates the process of becoming a public company from the raising of investment capital. As a result, a business combination with Valiant normally will not be a beneficial transaction for a target company whose primary reason for becoming a public company is the immediate infusion of capital. Valiant may require assurances from the target company that it has or that it has a reasonable belief that it will have sufficient sources of capital to continue operations following the business combination. However, it is possible that a target company may give such assurances in error, or that the basis for such belief may change as a result of circumstances beyond the control of the target company.

Competition

While we believe that the market for home health care services (medical and non-medical) is not yet fully developed, it is highly competitive. We and our franchisees compete with other local, regional and national home health care businesses offering similar services. We believe that the marketing differentiation for our business is our network of national referral prospects, direct advertising, and proven marketing program. Some of our competitors include Brightstar, Right at Home, Comfort Keepers, Visiting Angels, Home Instead and Homewatch.

Valiant will also remain an insignificant participant among the firms which engage in business combinations and seek business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than Valiant. In view of Valiant’s combined extremely limited financial resources and limited management availability, Valiant will continue to be at a significant competitive disadvantage compared to Valiant’s competitors.

Off-Balance Sheet Arrangements

Valiant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, Valiant is not required to provide information by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer (which currently is the same person), we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2009. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Valiant is not involved in any material legal proceedings as of the date of this report.

ITEM 1A. RISK FACTORS

The business of Valiant is subject to numerous risk factors, including, but not limited to, the following:

We may not be profitable in the future.

While the related entity from which we only recently purchased the assets for Accessible Home Health Care was profitable in the past, we may not be profitable in the future as we operate these assets and other assets or entities that we might purchase. Since we were only formed in June 2008, we have incurred start-up and other expenses and have incurred losses as a result. We acquired these operating assets from a related entity on April 1, 2009 and expect that our continued operation of those assets will allow us to be profitable. However, there is no guarantee that we will be profitable, either on a quarterly or yearly basis as we move forward with the newly-acquired operating assets as well as any other business combinations we might undertake.

We will require additional capital either from the sale of debt or equity securities, which we may be unable to obtain, to fund our expansion.

We will need a significant amount of additional capital to fund our growth and implement our business plan. Additional capital may not be available on acceptable terms, or at all, and the failure to obtain any such required capital would have a material adverse effect on the short term growth and implementation of our business plan. The issuance of additional equity capital, if needed, would result in dilution of the then current stockholder voting and ownership interests.

Valiant has a very limited operating history and only recently acquired assets that are operating assets and will produce revenues.

Valiant has had a very limited operating history. In addition, it was only on April 1, 2009 that we consummated a transaction by which we acquired operating assets that will produce ongoing revenues. Prior to that acquisition, Valiant had no significant assets or financial resources. Valiant has sustained losses to date.

Operating results are affected by general economic conditions and are subject to quarterly and seasonal fluctuations.

Valiant may experience significant fluctuations in its future quarterly operating results due to a variety of factors, many of which are outside of its control. Factors that may adversely affect our quarterly operating results include, without limitation, (1) our ability to retain existing franchisees, attract new franchisees at a steady rate and maintain franchisee satisfaction, (2) the announcement or introduction of new services and products by either us or our competitors, (3) price competition in the industry, (4) the level of use of home health care services, (5) our ability to upgrade and develop its systems and infrastructure and attract new personnel in a timely and effective manner, (6) the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure, (7) governmental regulation, and (8) general economic conditions and economic conditions specific to the home health care market.

We may not be able to identify or consummate the acquisitions we consider part of our current business plan, which could slow or restrict our growth strategy.

In our very limited history since incorporation, we have consummated one asset acquisition, which only closed on April 1, 2009. In the future, we intend to seek acquisition candidates in selected markets and from time to time will engage in exploratory discussions with suitable candidates. There can be no assurance, however, that we will be able to identify and acquire targeted businesses or obtain financing for such acquisitions on satisfactory terms. The process of integrating acquired businesses into our operations may result in unforeseen difficulties and may require a disproportionate amount of resources and management attention. In connection with future acquisitions, we may incur significant charges to earnings as a result of, among other things, the write-off of purchased assets or for other reasons. Future acquisitions may be financed through the issuance of our common stock, which may dilute the ownership of current stockholders, or through the incurrence of additional indebtedness. Furthermore, there can be no assurance that competition for acquisition candidates will not escalate, thereby increasing the costs of making acquisitions or making suitable acquisitions unattainable.

There is competition for those private companies suitable for transactions of the type contemplated by management.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating successful business combinations we are considering in order to expand our business. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Our ability to operate effectively could be impaired if we were to lose the services of our key personnel, or if we are unable to recruit qualified managers and key personnel in the future.

Our success depends to a significant extent on the skills and efforts of our executive management team and our consultants. We are currently in the process of obtaining “key man” life insurance for certain of these individuals. As of the date of this report, we have entered into employment agreements with certain of our key senior executives. Our success depends on our ability to attract and retain additional qualified employees and we believe that our future success will depend in part upon our ability to attract and retain additional qualified personnel. Competition for such personnel is intense and we will compete for qualified personnel with numerous other employers, some of whom have greater financial and other resources than we do. In addition, we may incur significantly increased costs in order to attract and retain skilled employees. We cannot assure that we will be able to attract and retain key personnel. The loss of one or more key personnel could have a material adverse effect on us.

Our business is subject to extensive government regulation and supervision.

Many aspects of our business are presently subject to extensive federal, state and local governmental regulations, including a requirement typically that our franchisees be licensed in order to operate. The failure to obtain licenses could prevent our franchisees from fully operating their businesses and could subject us and/or our franchisees to civil and/or criminal penalties. Obtaining the necessary licenses for our franchisees typically takes a significant amount of time and resources, with no guarantee that such license can be obtained in the end.

We believe we and/or our franchisees currently have all necessary licenses and approvals required for our existing operations in the states where operations are currently conducted. Nevertheless, there can be no assurance that our or our franchisees current or planned operations will meet licensure or other regulatory requirements, nor that such failure would not have a material adverse impact on our financial position or results of operation. Similarly, depending on the nature and extent of any new laws and/or regulations, or possible changes in the interpretation of existing laws and/or regulations, any such changes could have a material adverse effect on the our or their financial condition and/or results of operations.

Our industry is very competitive and many of our competitors have greater resources than we do.

The home health care market is rapidly evolving and intensely competitive. We expect competition to persist and intensify in the future from existing competitors and companies that enter our existing or future markets. Barriers to entry into the home health care market are relatively low, although we believe that the sophistication of our business and system will give us a competitive advantage over our competitors.

Many of our competitors and potential competitors have longer operating histories, more customers, greater brand recognition and substantially greater financial and other resources than we do. Our competitors may receive investments from or establish commercial or other business relationships with larger, well-financed companies. In addition, our competitors may be able to respond more quickly to changes in customer preferences, spend more on marketing and promotional campaigns, adopt more aggressive pricing policies and devote more resources to developing their businesses.

Possible classification as a penny stock.

In the event that a public market develops for the securities of Valiant following a business combination, such securities may be classified as a penny stock depending upon their market price and the manner in which they are traded. The Securities and Exchange Commission has adopted Rule15g-9 which establishes the definition of a “penny stock”, for purposes relevant to Valiant, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share whose securities are admitted to quotation but do not trade on the Nasdaq Capital Market or on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules require delivery by the broker of a document to investors stating the risks of investment in penny stocks, the possible lack of liquidity, commissions to be paid, current quotation and investors’ rights and remedies, a special suitability inquiry, regular reporting to the investor and other requirements.

Stockholders may not have a vote in approving a business combination.

In addition to the recent asset purchase, Valiant intends to enter into other business combinations, in the form of (i) a merger of another company into Valiant, (ii) an acquisition by Valiant of all or substantially all of the stock of another company, or (iii) an acquisition by Valiant of all or substantially all of the assets of another company, structured pursuant to Delaware law in such a manner that generally will not require a vote of stockholders. In such cases stockholders should be aware that they will not have a voice in effecting such a business combination and that Valiant may effect a business combination without prior stockholder consent. Notwithstanding, if under Delaware law any aspect of a business combination requires shareholder vote, Valiant will obtain such vote.

Reporting requirements may delay or preclude business combination.

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, as amended, Valiant is required to provide certain information about significant business combinations including audited financial statements of the target company. The additional time and costs that may be incurred by some potential target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable business combination by Valiant. Target companies that do not have or are unable to obtain the required audited statements may not be appropriate for a business combination so long as the reporting requirements of the Exchange Act are applicable. Notwithstanding a target company’s agreement to obtain audited financial statements within the required time frame, such audited financial statements may not be available to Valiant at the time of entering into an agreement for a business combination. In cases where audited financial statements are unavailable, Valiant will have to rely upon information that has not been verified by outside auditors in making its decision to engage in a transaction with the business entity. This risk increases the prospect that a business combination with such a target company might prove to be an unfavorable one for Valiant.

Regulation under Investment Company Act.

In the event Valiant engages in business combinations which result in Valiant holding passive investment interests in a number of entities, Valiant could be subject to regulation under the Investment Company Act of 1940. Passive investment interests, as used in the Investment Company Act, essentially means investments held by entities which do not provide management or consulting services or are not involved in the business whose securities are held. In such event, Valiant would be required to register as an investment company and could be expected to incur significant registration and compliance costs. Valiant has obtained no formal determination from the Securities and Exchange Commission as to the status of Valiant under the Investment Company Act of 1940. Any violation of such Act could subject Valiant to material adverse consequences.

Possible change in value of shares upon business combination.

A business combination normally will involve the issuance of a significant number of additional shares. Depending upon the value of the assets acquired in such business combination, the per share value of the common stock of Valiant may increase or decrease, perhaps significantly.

Taxation.

Federal and state tax consequences will, in all likelihood, be major considerations in any business combination Valiant may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. Valiant intends to structure any business combination so as to minimize the federal and state tax consequences to both Valiant and the target company; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 30, 2009, Valiant issued to one individual warrants to purchase 25,000 shares of Valiant’s common stock as part of the consideration for such individual loaning the Company $25,000 under a promissory note due March 31, 2010 at an interest rate of 12% pursuant to the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no meetings of stockholders of Valiant during the period covered by this report. However, by unanimous consent action taken as of April 1, 2009, the stockholders of Valiant authorized and approved the acquisition of the assets of Accessible Healthcare Services, Inc. in exchange for certain shares of the common stock of Valiant. In addition by unanimous consent action taken as of April 1, 2009, the stockholders of Valiant (1) approved the increase of the Board of Directors from one to seven members and appointment to fill the vacancies created by such action; (2) approved the appointment of certain executive officers formerly with Accessible Healthcare Services, Inc. to Valiant following the asset acquisition; and (3) adopted the Valiant Healthcare, Inc. 2009 Stock Incentive Plan.

ITEM 6. EXHIBITS

Exhibits


	2.1			Asset Purchase Agreement, dated as of April 1, 2009, by and between Valiant Healthcare, Inc. and Accessible Healthcare Services, Inc. (incorporated by reference from Valiant’s Current Report on Form 8-K filed on April 2, 2009).
	10.1			Valiant Healthcare, Inc. 2009 Stock Incentive Plan (incorporated by reference from Valiant’s Current Report on Form 8-K filed on April 2, 2009).
	10.2			Form of Employment Agreement for certain executives (incorporated by reference from Valiant’s Current Report on Form 8-K filed on April 2, 2009).
	31.1			Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: September 21, 2009


		VALIANT HEALTHCARE, INC.
		(Registrant)

		By:		/s/ Steven Turner

				Steven Turner
				President
				(Principal Executive Officer)

		By:		/s/ Angela C. Rodriguez

				Angela C. Rodriguez
				Chief Financial Officer
				(Chief Accounting Officer)

EXHIBIT INDEX


Exhibit
Number		Descriptions

	31.1	Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Valiant Healthcare, Inc. 10-Q