FORM 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

(Amendment No. 3)


(Mark One)


 X .  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2009 

 

or


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


Commission file number 000-33187

 

instaCare Corp.

_________________________________________________________________________________

(Exact name of registrant as specified in its charter)


Nevada

 

91-2105842

(State or other jurisdiction of incorporation or

organization)

 

(I.R.S. Employer Identification No.)


2660 Townsgate Road, Suite 300

Westlake Village, California

 

91361

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code (805) 466-1973


Securities registered pursuant to Section 12(b) of the Exchange Act: None

 

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value 


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes      . No  X .

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes      . No  X .


Indicate by checkmark 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  X . No      .


Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      .





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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .

 

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


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal year. $8,408,435 based on a share value of $0.102.


Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 82,435,641 shares of common stock, $0.001 par value, outstanding on February 28, 2010.


DOCUMENTS INCORPORATED BY REFERENCE


None.



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EXPLANATORY NOTE


instaCare. is filing this Amendment  No. 3 to Form 10-K (the “Amendment”) to amend its annual report for the fiscal year ended December 31, 2009, as filed with the Securities and Exchange Commission on March 24, 2011 (the “Annual Report”). The purpose of this Amendment is to include as exhibits, loan agreements in electronic format as prescribe by Rule 102(a) of Regulation S-T and sections 2.1 of Volume II of the EDGAR Filer Manual.



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PART IV


Item 15. Exhibits, Financial Statement Schedules. 


The following information required under this item is filed as part of this report:


(a)

1. Financial Statements


 

Page

Management Responsibility for Financial Information

30

Management’s Report on Internal Control Over Financial Reporting

31

Report of Independent Registered Public Accounting Firm

F-1

Consolidated Balance Sheets

F-2

Consolidated Statements of Operations

F-3

Consolidated Statements of Stockholders Equity

F-4

Consolidated Statements of Cash Flows

F-5

Notes to Consolidated Financial Statements

F-6


(b) 2. Financial Statement Schedules


None.


(c) 3. Exhibit Index


 

 

 

 

 

 

Incorporated by reference

Exhibit

number

 

Exhibit description

 

Filed

herewith

 

Form

 

Period

ending

 

Exhibit

No.

 

Filing

date

3(i)(a)

 

Articles of Incorporation – Filed March 2, 2001

 

 

 

10-SB

 

 

 

3a

 

9/27/01

3(i)(b)

 

Articles of Amendments to Articles of Incorporation – Filed May 9, 2001

 

 

 

10-SB

 

 

 

3b

 

9/27/01

3(i)(c)

 

Articles of Amendments to Articles of Incorporation – Filed August 2, 2002

 

 

 

10-QSB

 

6/30/02

 

3.1c

 

8/22/02

3(ii)

 

Bylaws of CareDecision Corporation – March 16, 2001

 

 

 

10-SB

 

 

 

3c

 

9/27/01

10.1

 

Subscription Agreement – Mercator Momentum Fund, LP, Monarch Pointe Fund, LTD & Mercator Advisory Group, LLC – February 7, 2005

 

 

 

SB-2/A

 

 

 

10.1

 

2/11/05

10.2

 

Certificate of Designation of Preferences and Rights of Series C Convertible Preferred Stock – Mercator Momentum Fund, LP, Monarch Pointe Fund, LTD & Mercator Advisory Group, LLC – February 2005

 

 

 

SB-2/A

 

 

 

10.2

 

2/11/05

10.3

 

Registration Rights Agreement – Mercator Momentum Fund, LP, Monarch Pointe Fund, LTD & Mercator Advisory Group, LLC – February 2005

 

 

 

SB-2/A

 

 

 

10.3

 

2/11/05

10.4

 

Warrant Agreement ($0.02) – Mercator Advisory Group, LLC – February 7, 2005

 

 

 

SB-2/A

 

 

 

10.4

 

2/11/05

10.5

 

Warrant Agreement ($0.02) – Mercator Momentum Fund, LP – February 7, 2005

 

 

 

SB-2/A

 

 

 

10.5

 

2/11/05

10.6

 

Warrant Agreement ($0.02) - Monarch Pointe Fund, Ltd. – February 7, 2005

 

 

 

SB-2/A

 

 

 

10.6

 

2/11/05

10.7

 

Warrant Agreement ($0.03) - Mercator Advisory Group, LLC – February 7, 2005

 

 

 

SB-2/A

 

 

 

10.7

 

2/11/05

10.8

 

Warrant Agreement ($0.03) - Mercator Momentum Fund, LP – February 7, 2005

 

 

 

SB-2/A

 

 

 

10.8

 

2/11/05

10.9

 

Warrant Agreement ($0.03) – Monarch Pointe Fund, Ltd. – February 7, 2005

 

 

 

SB-2/A

 

 

 

10.9

 

2/11/05

10.10

 

Secured Convertible Promissory Note – Pinnacle Investment Partners, LP – March 24, 2004

 

 

 

SB-2/A

 

 

 

10.10

 

2/11/05

10.11

 

Pledge and Security Agreement – Pinnacle Investment Partners, LP – March 24, 2004

 

 

 

SB-2/A

 

 

 

10.11

 

2/11/05

10.12

 

Securities Purchase Agreement – Pinnacle Investment Partners, LP – March 24, 2004

 

 

 

SB-2/A

 

 

 

10.12

 

2/11/05



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10.13

 

Note Extension Agreement – Pinnacle Investment Partners, LP – September 24, 2004

 

 

 

SB-2/A

 

 

 

10.13

 

2/11/05

10.14

 

Note Extension – Pinnacle Investment Partners, LP – February 10, 2005

 

 

 

SB-2/A

 

 

 

10.14

 

2/11/05

10.15

 

Intangible Property, License Acquisition Agreement – CN Pharmacy, Svetislav Milic, & Nathan Kaplan – June 7, 2005

 

 

 

8-K

 

 

 

10.1

 

10/21/05

10.16

 

Secured Promissory Note – Mercator Momentum Fund, LP – August 25, 2005

 

 

 

8-K

 

 

 

10.2

 

10/21/05

10.17

 

Secured Promissory Note – Monarch Pointe Fund, LTD – August 25, 2005

 

 

 

8-K

 

 

 

10.3

 

10/21/05

10.18

 

Amended and Restated Promissory Note – Centurion Credit Resources LLC – December 4, 2009

 

X

 

 

 

 

 

 

 

 

10.19

 

Omnibus Loan Document Modification and

 

X

 

 

 

 

 

 

 

 

 

 

Reaffirmation Agreement – December 4, 2009

 

 

 

 

 

 

 

 

 

 

10.20

 

Escrow Agreement – December 4, 2009

 

X

 

 

 

 

 

 

 

 

10.21

 

Promissory Note – Centurion Credit Resource, LLC – November 19, 2007

 

X

 

 

 

 

 

 

 

 

10.22

 

Loan and Security Agreement  – Centurion Credit Resources, LLC – November 19, 2007

 

X

 

 

 

 

 

 

 

 

10.23

 

Deposit Account Control Agreement  – Centurion Credit Resources, LLC – November 19, 2007

 

X

 

 

 

 

 

 

 

 

23.2

 

Consent of Independent Registered Public Accounting Firm – Form S-8

 

X

 

 

 

 

 

 

 

 

31.1

 

Certification of Principal Executive and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

 

 

32.1

 

Certification of Principal Executive and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

 

 




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SIGNATURES

  

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

instaCare Corp.

 

 

By:

/s/ Keith Berman

 

 

 

Keith Berman, Chief Financial Officer

 

Date: March 23, 2011

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant, in the capacities, and on the dates indicated have signed this report below.

 

Name

Title

Date

 

 

 

/s/ Keith Berman

Chief Financial Officer, Director,

August 10, 2011

Keith Berman

President, Secretary (Principal Executive Officer and Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ Robert Jagunich

Director

August 10, 2011

Robert Jagunich

 

 





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