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
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| 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 |
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| 10-SB |
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| 3a |
| 9/27/01 | |
3(i)(b) |
| Articles of Amendments to Articles of Incorporation – Filed May 9, 2001 |
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| 10-SB |
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| 3b |
| 9/27/01 | |
3(i)(c) |
| Articles of Amendments to Articles of Incorporation – Filed August 2, 2002 |
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| 10-QSB |
| 6/30/02 |
| 3.1c |
| 8/22/02 | |
3(ii) |
| Bylaws of CareDecision Corporation – March 16, 2001 |
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| 10-SB |
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| 3c |
| 9/27/01 | |
10.1 |
| Subscription Agreement – Mercator Momentum Fund, LP, Monarch Pointe Fund, LTD & Mercator Advisory Group, LLC – February 7, 2005 |
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| SB-2/A |
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| 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 |
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| SB-2/A |
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| 10.2 |
| 2/11/05 | |
10.3 |
| Registration Rights Agreement – Mercator Momentum Fund, LP, Monarch Pointe Fund, LTD & Mercator Advisory Group, LLC – February 2005 |
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| SB-2/A |
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| 10.3 |
| 2/11/05 | |
10.4 |
| Warrant Agreement ($0.02) – Mercator Advisory Group, LLC – February 7, 2005 |
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| SB-2/A |
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| 10.4 |
| 2/11/05 | |
10.5 |
| Warrant Agreement ($0.02) – Mercator Momentum Fund, LP – February 7, 2005 |
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| SB-2/A |
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| 10.5 |
| 2/11/05 | |
10.6 |
| Warrant Agreement ($0.02) - Monarch Pointe Fund, Ltd. – February 7, 2005 |
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| SB-2/A |
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| 10.6 |
| 2/11/05 | |
10.7 |
| Warrant Agreement ($0.03) - Mercator Advisory Group, LLC – February 7, 2005 |
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| SB-2/A |
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| 10.7 |
| 2/11/05 | |
10.8 |
| Warrant Agreement ($0.03) - Mercator Momentum Fund, LP – February 7, 2005 |
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| SB-2/A |
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| 10.8 |
| 2/11/05 | |
10.9 |
| Warrant Agreement ($0.03) – Monarch Pointe Fund, Ltd. – February 7, 2005 |
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| SB-2/A |
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| 10.9 |
| 2/11/05 | |
10.10 |
| Secured Convertible Promissory Note – Pinnacle Investment Partners, LP – March 24, 2004 |
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| SB-2/A |
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| 10.10 |
| 2/11/05 | |
10.11 |
| Pledge and Security Agreement – Pinnacle Investment Partners, LP – March 24, 2004 |
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| SB-2/A |
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| 10.11 |
| 2/11/05 | |
10.12 |
| Securities Purchase Agreement – Pinnacle Investment Partners, LP – March 24, 2004 |
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| SB-2/A |
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| 10.12 |
| 2/11/05 | |
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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. | |
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By: | /s/ Keith Berman |
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| 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 |
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/s/ Keith Berman | Chief Financial Officer, Director, | August 10, 2011 |
Keith Berman | President, Secretary (Principal Executive Officer and Principal Accounting Officer) |
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/s/ Robert Jagunich | Director | August 10, 2011 |
Robert Jagunich |
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