10QSB 1 instacare_10qsb-6302005.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)
x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2005

Or

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to _____________

Commission File Number: 000-33187

InstaCare Corp. (Exact name of small business issuer as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)		91-2105842 (I.R.S. Employer Identification No.)

2660 Townsgate Road, Westlake Village, Suite 300, CA 91361 (Address of principal executive offices)

(805) 446-1973 (Issuer’s telephone number)

CareDecision Corporation (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) 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.

Yes x No o

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: 488,777,249 shares of common stock.

InstaCare Corp.

(formerly CareDecision Corporation)

Table of Contents

	Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements	3

Consolidated Balance Sheet June 30, 2005 (unaudited)	4

Consolidated Statements of Operations For the Three Months Ended June 30, 2005 and 2004 (unaudited)	5

Consolidated Statements of Cash Flows For the Three Months Ended June 30, 2005 and 2004 (unaudited)	6

Notes to Financial Statements	8

Item 2. Management’s Discussion and Analysis	14

Item 3. Controls and Procedures	30

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	30

Item 2. Changes in Securities	31

Item 6(a). Exhibits	32

Item 6(b). Reports Filed on Form 8-K	33

SIGNATURES	34

Part I - Financial Information

Item 1. Financial Statements

InstaCare Corp.

(formerly CareDecision Corporation)

Consolidated Balance Sheet

as of

June 30, 2005

(unaudited)

and

Statements of Operations

for the Three Months and Six Months Ended

June 30, 2005 and 2004 (unaudited)

and

Statements of Cash Flows

for the Six Months Ended

June 30, 2005 and 2004 (unaudited)

InstaCare Corp.

(formerly CareDecision Corporation)

Consolidated Balance Sheet

(unaudited)

	(unaudited) June 30, 2005
Assets

Current assets:
Cash and equivalents	$	1,466,721
Accounts receivable		256,053
Inventory		48,434
Prepaid compensation		110,670
Notes receivable		214,444
Total current assets		2,096,322

Fixed assets, net		157,277

Other assets:
Goodwill		-
Total other assets		72,417
		2,326,015

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable		49
Convertible note payable		1,100,088
Total current liabilities		1,100,137

Stockholders’ equity:
Preferred series “A” stock, $0.001 par value, 750,000 shares authorized, 207,526 shares issued and outstanding		208
Preferred series “B” stock, $0.001 par value, 500,000 shares authorized, none
issued and outstanding		-
Preferred series “C” stock, $0.001 par value, 20,000 shares authorized, 20,000 shares issued and outstanding		20
Preferred series “D” stock, $0.001 par value, 750,000 shares authorized, none
issued and outstanding
Common stock, $0.001 par value, 1,200,000,000 shares authorized, 488,777,249 shares issued and outstanding		488,777
Additional paid-in capital		13,163,363
Current year accumulated (deficit)		(2,302,930)
Accumulated (deficit)		(10,123,560)
		1,225,879
	$	2,326,015

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

InstaCare Corp.

(formerly CareDecision Corporation)

Consolidated Statements of Operations

(unaudited)

			(unaudited)				(unaudited)
			For the three months ended				For the six months ended
			June 30,				June 30,
			2005		2004		2005		2004


Revenue, net			$	1,070,848	$	57,550	$	3,170,238	$	112,942
Cost of sales				861,152		-		2,763,893		-

Gross profit				209,696		57,550		406,345		112,942

Expenses:
	Hardware costs			32,889		89,793		42,964		89,793
	General & administrative expenses			137,740		49,228		312,676		108,310
	Payroll expense			226,009		84,405		482,878		164,945
	Professional fees			(55,591)		-		223,027		293,855
	Stock-based compensation for employee benefits			-		-		115,290
	Stock-based compensation for professional fees			96,000		55,325		96,000
	Stock-based compensation for consulting services			115,005		503,400		461,385		988,519
	Software development			-		16,667		-		86,308
	Impairment loss on operating assets			-		166,955		-		278,428
	Depreciation			13,136		24,630		26,274		57,945
		Total expenses		565,188		990,403		1,760,494		2,068,103

Net operating (loss)				(355,492)		(932,853)		(1,354,149)		(1,955,161)

Other income (expense):
	Loss on settlement			(169,768)		(60,000)		(169,768)		(377,136)
	Loss – related party			(70,130)		-		(70,130)		-
	Interest income			5,485		1,004		9,016		1,004
	Merger expenses			(142,617)		-		(142,617)
	Financing costs			-		-		(441,083)		(408,255)
	Interest expense			(85,500)		(44,250)		(134,199)		(53,301)