UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~February~~November 103, 2009

GOLDEN POND HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-33798		26-0183099
(Commission File Number)		(IRS Employer Identification Number)

1120 Post Road, 3rd Floor

Darien, CT 06820

(Address of principal executive offices)

Registrant’s telephone number, including area code: (203) 202-3850

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnThe ~~February 10,~~information 2009, Golden Pond Healthcare, Inc. (the “Company”) received notice from the staff of the NYSE Alternext US LLC (the “Exchange”), which was formerly known as the American Stock Exchange, indicating that the Company no longer complies with certain of the Exchange’s continued listing standards due to its failure to hold an annual meeting of its stockholders in 2008 to elect directors and to take action on any other appropriate corporate matters, as set forth inbelow ~~Section~~under Item ~~704~~8.01 ofis ~~the~~incorporated ~~Exchange’s~~herein ~~Company~~by ~~Guide (the “Company Guide”)~~reference.

~~In order to maintain its listing on the Exchange, the Company will be required to submit a plan of compliance to the Exchange by March~~Item ~~10, 2009, advising the Exchange of the actions the Company has taken, or will take, that would bring it into compliance with Section 704 of the Company Guide by August 11, 2009 (the “Plan”)~~8.01 IfOther ~~the Company does not submit a Plan or if the Plan is not accepted by the Exchange, the Company may be subject to delisting proceedings~~Events. ~~If the Exchange accepts the Plan, then the Company will be able to continue its listing during the Plan period, during which time the Company will be subject~~ to periodic review to determine whether it is making progress consistent with the Plan. If the Company fails to submit a Plan acceptable to the Exchange, or even if accepted, if the Company is not in compliance with the continued listing standards at the conclusion of the Plan period or the Company does not make progress consistent with the Plan during such period, then the Exchange would be expected to initiate delisting proceedings. It is the Company’s intention to submit the Plan by March 10, 2009.

~~The~~On ~~Company~~October 22, ~~was~~2009, ~~further~~the ~~advised~~Board ~~that~~of ~~within~~Directors ~~five~~of ~~days~~Golden Pond Healthcare, Inc. (the “Company”) adopted and approved the Company’s proposed plan of liquidation (the ~~date~~“Plan of Liquidation”). A copy of the ~~notice~~form ~~from~~of Plan of Liquidation is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference. As of the ~~Exchange~~close of business, Eastern time, on November 5, 2009, the Company’s share transfer books will be ~~included~~close inand athe ~~list~~NYSE ofAmex ~~issuers~~will ~~that~~suspend ~~are~~trading on November 6, 2009. Because the Company did not inconsummate ~~compliance~~a ~~with~~business combination within the ~~Exchange’s~~time ~~continued~~frame ~~listing~~required ~~standards~~by its certificate of incorporation and the terms of its initial public offering, ~~which~~the Company is ~~posted~~required atto ~~www.nyse.com/regulation~~liquidate and ~~includes~~dissolve. The Company will begin the ~~specific~~process ~~listing~~of ~~standards~~liquidating and dissolving itself in accordance with ~~which~~its acertificate ~~company~~of ~~does~~incorporation ~~not~~and ~~comply~~applicable Delaware law.

The Company’s ~~common~~expects ~~stock,~~to ~~warrants~~liquidate ~~and~~the ~~units~~amounts held ~~continue~~in toits ~~trade~~trust onaccount, ~~the~~which ~~Exchange.~~consist ~~The~~of ~~Exchange~~proceeds ~~has~~from ~~advised~~ the Company’s ~~that~~initial ~~the Exchange~~public isoffering, ~~utilizing~~together with the ~~financial~~deferred ~~status~~portion ~~indicator~~of ~~fields in~~ the ~~Consolidated Tape Association~~underwriter’s ~~Consolidated~~fees ~~Tape~~and ~~System~~interest ~~and~~(net ~~Consolidated~~of ~~Quote~~applicable ~~Systems~~taxes). ~~Low~~Payable ~~Speed~~upon ~~and~~presentation, ~~High~~liquidating distributions ~~Speed~~will ~~Tapes~~be made to ~~identify~~holders ~~companies~~of ~~that~~shares ~~are~~of inthe ~~noncompliance~~Company’s ~~with~~common stock (excluding shares issued prior to the ~~Exchange~~ Company’s ~~continued~~initial ~~listing~~public ~~standards~~offering). Stockholders ~~Accordingly,~~whose stock is held in “street name” through a broker will automatically receive payment through the Depository Trust Company. The liquidating distribution is expected to be approximately $7.88 per share. No payments will ~~become~~be ~~subject~~made with respect to any of the ~~trading~~Company’s ~~symbol~~outstanding ~~extension~~warrants ~~“.BC”~~or shares of common stock that were acquired prior to ~~denote~~the ~~such~~Company’s ~~noncompliance~~initial public offering.

AThe ~~copy~~Company will file a Certificate and Notice of Termination of Registration on Form 15 with the ~~Press~~Securities ~~Release,~~and ~~dated~~Exchange ~~February 17,~~Commission ~~2009,~~for ~~issued~~the bypurpose of deregistering its securities under the ~~Company~~Securities ~~pursuant~~and toExchange ~~Section 402~~Act of 1934, as amended. As a result, the Company ~~Guide~~will ~~that~~no ~~discloses~~longer ~~the~~be ~~foregoing~~a public isreporting ~~annexed~~company asand ~~Exhibit 99.1~~its tosecurities ~~this~~will ~~Current~~cease ~~Report~~trading on ~~Form 8-K~~ the NYSE Amex.

~~Item~~On 9November 3, 2009, the Company also issued a press release announcing that, in accordance with its amended and restated certificate of incorporation and applicable law, its corporate existence will terminate on November 6, 2009.01 ~~Financial~~A ~~Statements~~copy of the press release is furnished herewith as Exhibit 99.1 and ~~Exhibits~~is incorporated herein by reference.

~~(a)~~Item 9.01. Financial ~~statements~~Statements ofand ~~business acquired~~Exhibits.

~~Not~~(d) ~~applicable~~Exhibits

(b) Pro forma financial information.


Exhibit No.		Description

2.1		Form of Plan of Liquidation of Golden Pond Healthcare, Inc.
99.1		Press Release dated November 3, 2009

~~Not applicable~~SIGNATURE

~~(c)~~Pursuant ~~Shell~~to ~~company~~the ~~transactions~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Not applicable

~~(d)~~EXHIBIT ~~Exhibits.~~INDEX

Exhibit 99.1 — Press Release dated February 17, 2009.


Exhibit No.		Description
2.1		Form of Plan of Liquidation of Golden Pond Healthcare, Inc.

99.1		Press Release dated November 3, 2009

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 hereunto duly authorized.

	GOLDEN POND HEALTHCARE, INC.
Date: February 17, 2009	By:	/s/ Stephen F. Wiggins
		Stephen F. Wiggins
		Chairman and President

GOLDEN POND HEALTHCARE, INC.

Date: November 3, 2009

/S/ STEPHEN F. WIGGINS

Stephen F. Wiggins

Chairman of the Board and President

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