FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Litt Michael C   2. Issuer Name and Ticker or Trading Symbol Golden Pond Healthcare, Inc. [GPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO and Secretary (Last) (First) (Middle) GOLDEN POND HEALTHCARE, 1120 POST ROAD, 2ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 12/11/2007 (Street) DARIEN, CT 06820 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/11/2007   S   273,438 (1) D $ 0.001 3,964,844 I By Pecksland (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Litt Michael C GOLDEN POND HEALTHCARE 1120 POST ROAD, 2ND FLOOR DARIEN, CT 06820		X	CFO and Secretary

Signatures

/s/ Michael C. Litt		01/22/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to the Underwriting Agreement between Deutsche Bank Securities Inc., as representative of the underwriters, and the Issuer, a form of which was attached as Exhibit 1.1 to Amendment No. 2 to the Registration Statement on form S-1, filed by the Issuer on October 9, 2007, the Issuer was obligated to repurchase certain founders shares issued to Pecksland Partners, LLC to reflect the partial non-exercise of the underwriters' over-allotment option.
(2)	After giving effect to the redemption, Pecksland Partners, LLC beneficially owns 3,964,844 shares of common stock of the Issuer. Mr. Litt owns membership interests representing approximately 22.46% of the outstanding equity interests of Pecksland Partners, LLC, both directly and indirectly through a family trust. Mr. Litt hereby disclaims beneficial ownership of the shares of common stock held by Pecksland Partners, LLC in excess of the proportion that can be imputed to his fractional ownership of equity interests in Pecksland Partners, LLC.

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