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)  Nevada91-2105842(State or other jurisdiction of incorporation or
organization)(I.R.S. Employer Identification No.)  2660 Townsgate Road, Suite 300
Westlake Village, California91361(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 companyX.  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.  2   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.  3   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  PageManagement Responsibility for Financial Information30Managements Report on Internal Control Over Financial Reporting31Report of Independent Registered Public Accounting FirmF-1Consolidated Balance SheetsF-2Consolidated Statements of OperationsF-3Consolidated Statements of Stockholders EquityF-4Consolidated Statements of Cash FlowsF-5Notes to Consolidated Financial StatementsF-6  (b) 2. Financial Statement Schedules  None.  (c) 3. Exhibit Index  Incorporated by referenceExhibit
numberExhibit descriptionFiled
herewithFormPeriod
endingExhibit
No.Filing
date3(i)(a)Articles of Incorporation  Filed March 2, 200110-SB3a9/27/013(i)(b)Articles of Amendments to Articles of Incorporation  Filed May 9, 200110-SB3b9/27/013(i)(c)Articles of Amendments to Articles of Incorporation  Filed August 2, 200210-QSB6/30/023.1c8/22/023(ii)Bylaws of CareDecision Corporation  March 16, 200110-SB3c9/27/0110.1Subscription Agreement  Mercator Momentum Fund, LP, Monarch Pointe Fund, LTD & Mercator Advisory Group, LLC  February 7, 2005SB-2/A10.12/11/0510.2Certificate 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 2005SB-2/A10.22/11/0510.3Registration Rights Agreement  Mercator Momentum Fund, LP, Monarch Pointe Fund, LTD & Mercator Advisory Group, LLC  February 2005SB-2/A10.32/11/0510.4Warrant Agreement ($0.02)  Mercator Advisory Group, LLC  February 7, 2005SB-2/A10.42/11/0510.5Warrant Agreement ($0.02)  Mercator Momentum Fund, LP  February 7, 2005SB-2/A10.52/11/0510.6Warrant Agreement ($0.02) - Monarch Pointe Fund, Ltd.  February 7, 2005SB-2/A10.62/11/0510.7Warrant Agreement ($0.03) - Mercator Advisory Group, LLC  February 7, 2005SB-2/A10.72/11/0510.8Warrant Agreement ($0.03) - Mercator Momentum Fund, LP  February 7, 2005SB-2/A10.82/11/0510.9Warrant Agreement ($0.03)  Monarch Pointe Fund, Ltd.  February 7, 2005SB-2/A10.92/11/0510.10Secured Convertible Promissory Note  Pinnacle Investment Partners, LP  March 24, 2004SB-2/A10.102/11/0510.11Pledge and Security Agreement  Pinnacle Investment Partners, LP  March 24, 2004SB-2/A10.112/11/0510.12Securities Purchase Agreement  Pinnacle Investment Partners, LP  March 24, 2004SB-2/A10.122/11/05  4    10.13Note Extension Agreement  Pinnacle Investment Partners, LP  September 24, 2004SB-2/A10.132/11/0510.14Note Extension  Pinnacle Investment Partners, LP  February 10, 2005SB-2/A10.142/11/0510.15Intangible Property, License Acquisition Agreement  CN Pharmacy, Svetislav Milic, & Nathan Kaplan  June 7, 20058-K10.110/21/0510.16Secured Promissory Note  Mercator Momentum Fund, LP  August 25, 20058-K10.210/21/0510.17Secured Promissory Note  Monarch Pointe Fund, LTD  August 25, 20058-K10.310/21/0510.18Amended and Restated Promissory Note  Centurion Credit Resources LLC  December 4, 2009X10.19Omnibus Loan Document Modification andXReaffirmation Agreement  December 4, 200910.20Escrow Agreement  December 4, 2009X10.21Promissory Note  Centurion Credit Resource, LLC  November 19, 2007X10.22Loan and Security Agreement   Centurion Credit Resources, LLC  November 19, 2007X10.23Deposit Account Control Agreement   Centurion Credit Resources, LLC  November 19, 2007X23.2Consent of Independent Registered Public Accounting Firm  Form S-8X31.1Certification of Principal Executive and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X32.1Certification of Principal Executive and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X   5   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 BermanKeith 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.  NameTitleDate/s/ Keith BermanChief Financial Officer, Director,August 10, 2011Keith BermanPresident, Secretary (Principal Executive Officer and Principal Accounting Officer)/s/ Robert JagunichDirectorAugust 10, 2011Robert Jagunich    6