UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For The Quarterly Period Ended March 31, 2005


                           Commission File No. 0-29804
                                               -------


                          SecureCARE Technologies, Inc.
               --------------------------------------------------
               (Exact name of registrant as specified in charter)


                                     Nevada
            --------------------------------------------------------
            (State or jurisdiction of incorporation or organization)


                                   82-0255758
                      ------------------------------------
                      (I.R.S. Employer Identification No.)


               3001 Bee Caves Road, Suite 150, Austin Texas 78746
               --------------------------------------------------
                    (Address of principal executive offices)


                                 (512) 439-3900
                ------------------------------------------------
                (Issuer's telephone number, including area code)


         Indicate by check mark 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. [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

As of April 30, 2005, there were 20,004,000 shares of Common Stock, $.001 par
value of the registrant issued and outstanding.

Transitional Small Business Disclosure Format (check one) YES [ ] NO [X]
<PAGE>

                          SECURECARE TECHNOLOGIES, INC.
                                   FORM 10-QSB
                                    CONTENTS


                                                                        Page No.
                                                                        --------
PART I          FINANCIAL INFORMATION

      Item 1.   Financial Statements

                Balance Sheets at March 31, 2005(unaudited) and
                December 31, 2004                                            2

                Statements of Operations (unaudited) for the three months
                ended March 31, 2005 and 2004                                3

                Statements of Cash Flows (unaudited) for the three months
                ended March 31, 2005 and 2004                                4

                Notes to Interim Financial Statements (unaudited)            5

      Item 2.   Management's Discussion and Analysis of Financial
                Condition and Results of Operations                         10

      Item 3.   Controls and Procedures                                     15

PART II         OTHER INFORMATION

      Item 1.   Legal Proceedings                                           16

      Item 2.   Changes in Securities and Use of Proceeds                   16

      Item 3.   Defaults Upon Senior Securities                             16

      Item 4.   Submission of Matters to a Vote of Security Holders         16

      Item 5.   Other Information                                           16

      Item 6.   Exhibits and Reports on Form 8-K                            16

SIGNATURES                                                                  17

CERTIFICATIONS                                                              18

                                        1
<PAGE>
<TABLE>
<CAPTION>

                          SECURECARE TECHNOLOGIES, INC.
                                 BALANCE SHEETS
                      March 31, 2005 and December 31, 2004

                                     ASSETS
                                     ------
                                                                                  2005
                                                                               (Unaudited)         2004
                                                                               ------------    ------------
<S>                                                                            <C>             <C>
Current assets
  Cash and cash equivalents                                                    $    232,309    $     50,847
  Accounts receivable - trade, net of allowance for doubtful
   accounts of $11,000                                                               32,690          25,537
  Deposits - current portion                                                         62,358              --
  Prepaid expenses                                                                   15,150          26,513
                                                                               ------------    ------------
         Total current assets                                                       342,507         102,897

Property and equipment, net of accumulated depreciation and
 amortization of $297,367 and $283,076, respectively                                157,945         172,236
Deferred financing fees, net of accumulated amortization of
 $52,041 and $40,949, respectively                                                   32,505          43,597
Deposits                                                                             68,210         130,568
                                                                               ------------    ------------

         Total assets                                                          $    601,167    $    449,298
                                                                               ============    ============
                     LIABILITIES AND SHAREHOLDERS' DEFICIT
                     -------------------------------------

Current Liabilities
  Current portion of notes payable, including $54,449 and $27,224
   to a related party, respectively, net of debt discount of
   $25,083 and $5,000, respectively                                            $    636,866    $    122,224
  Accounts payable - trade                                                           66,068          96,732
  Accrued payroll tax liabilities                                                    40,605          47,444
  Other accrued liabilities                                                         102,892          83,045
                                                                               ------------    ------------
         Total current liabilities                                                  846,431         349,445

  Notes payable, less current portion including $490,041 and
   $517,265 to related parties, respectively, net of debt discount
   of $0 and $30,333, respectively                                                  490,041       1,006,933

  Commitments and contingencies

Shareholders' deficit
  Preferred stock - $0.001 par value; 15,000,000 shares authorized:
  Series A preferred stock - 1,955,000 shares issued and outstanding
   (liquidation preference of $1.00 per share)                                        1,955           1,955
  Series B preferred stock - 1,040,909 and 181,818 shares issued
    and outstanding (liquidation preference of $1.10 per share)                       1,041             182
  Common stock - $0.001 par value;  50,000,000 shares authorized,
    20,004,000 shares issued and outstanding                                         20,004          20,004
  Additional paid-in capital                                                     11,990,181      10,945,695
  Receivable for the purchase of equity                                              (2,000)         (2,000)
  Accumulated deficit                                                           (12,746,486)    (11,872,916)
                                                                               ------------    ------------
         Total shareholders' deficit                                               (735,305)       (907,080)
                                                                               ------------    ------------

         Total liabilities and shareholders' deficit                           $    601,167    $    449,298
                                                                               ============    ============
</TABLE>

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

                                        2
<PAGE>
<TABLE>
<CAPTION>

                          SECURECARE TECHNOLOGIES, INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)
               For the Three Months Ended March 31, 2005 and 2004

                                                                      2005             2004
                                                                  ------------     ------------
<S>                                                               <C>              <C>
Revenues                                                          $     67,768     $     33,731

Operating expenses
  Cost of revenues                                                     190,448           87,742
  Selling, general and administrative                                  511,978          307,251
                                                                  ------------     ------------

  Operating loss                                                      (634,658)        (361,262)

Other income (expense)
  Other                                                                     --            5,194
  Interest expense                                                     (40,511)         (20,122)
                                                                  ------------     ------------

  Net loss                                                            (675,169)        (376,190)
  Deemed dividend upon issuance of convertible preferred stock        (198,401)              --
                                                                  ------------     ------------

  Net loss available to common shareholders                       $   (873,570)    $   (376,190)
                                                                  ============     ============

Net loss per common share - basic and diluted                     $      (0.04)    $      (0.02)
                                                                  ============     ============
Weighted average number of common shares outstanding -
 basic and diluted                                                  20,004,000       18,591,648
                                                                  ============     ============
</TABLE>

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

                                       3
<PAGE>
<TABLE>
<CAPTION>

                          SECURECARE TECHNOLOGIES, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
               For the Three Months Ended March 31, 2005 and 2004

                                                                    2005           2004
                                                                ------------   ------------
<S>                                                             <C>            <C>
Cash flows from operating activities
  Net loss                                                      $   (675,169)  $   (376,190)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
     Depreciation and amortization                                    14,291          2,592
     Common stock issued for directors compensation                       --         28,750
     Amortization of deferred financing fees                          11,092          4,006
     Amortization of debt discount                                    10,250          2,167
  Increases and decreases in working capital accounts:
     Accounts receivable - trade                                      (7,153)         5,057
     Prepaid Expenses                                                 11,363             --
     Other current assets                                                 --            (24)
     Other assets                                                         --        (71,975)
     Accounts payable - trade                                        (30,664)       (77,677)
     Accrued liabilities                                              13,008        (37,374)
                                                                ------------   ------------
          Cash flows used in operating activities                   (652,982)      (520,668)

Cash flows from financing activities
  Borrowings on notes payable                                             --        544,800
  Payments on notes payable                                          (12,500)       (18,600)
  Proceeds from issuance of preferred stock                          846,944             --
                                                                ------------   ------------
     Cash flows provided by financing activities                     834,444        526,200

Net increase in cash and cash equivalents                            181,462          5,532

Cash and cash equivalents, beginning of period                        50,847          2,500
                                                                ------------   ------------

Cash and cash equivalents, end of period                        $    232,309   $      8,032
                                                                ============   ============
</TABLE>

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

                                       4
<PAGE>

                          SECURECARE TECHNOLOGIES, INC.
                NOTES TO INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 1.  NATURE OF OPERATIONS

SecureCARE Technologies, Inc. (the Company or SCTI), formerly eClickMD, Inc.,
was originally incorporated in Idaho in 1961. During 1998, the Company changed
its domicile to the State of Nevada and is now a Nevada Corporation.

The Company provides Internet-based document exchange and e-signature solutions
for the healthcare industry. The Company's customers include physicians, clinics
and home healthcare, hospice and durable medical equipment providers.
SecureCARE's technology eliminates paper, while enhancing the physicians ability
to capture fees for otherwise unbilled time and services, uniquely and directly
impacting the physicians revenue. SecureCARE.net is a secure, HIPAA-ready
(Health Insurance and Portability Act) tracking and reporting tool that
streamlines operations while providing physicians with additional revenue
opportunities. The Company markets its services to customers throughout the
United States, currently operating from its Austin, Texas-based corporate
headquarters.

BASIS OF PRESENTATION

The unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and in accordance with the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
financial information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Results of operations for the
three-month period ended March 31, 2005, are not necessarily indicative of the
results that may be expected for the year ending December 31, 2005.

These financial statements should be read in conjunction with the financial
statements and notes thereto contained in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2004.

GOING CONCERN

The financial statements for the three months ended March 31, 2005 were prepared
on the assumption that the Company will continue as a going concern. The Company
sustained a net loss of $675,169 for the three months ended March 31, 2005. The
Company has accumulated losses through March 31, 2005 of $12,746,486. Cash used
in operating activities for the three-month periods ended March 31, 2005 and
2004 totaled $652,982 and $520,668, respectively. Total liabilities at March 31,
2005 of $1,336,472 exceed total assets of $601,167. The Company's continued
existence depends upon the success of management's efforts to raise additional
capital necessary to meet the Company's obligations as they come due, and to
obtain sufficient capital to execute its business plan. The Company intends to
obtain capital primarily through issuances of debt or equity. There can be no
degree of assurance that the Company will be successful in completing additional
financing transactions. Failure to generate additional revenues, raise
additional capital or manage discretionary spending could have a material
adverse effect on the Company's ability to continue as a going concern and to
achieve its intended business objectives. The accompanying unaudited financial
statements do not include any adjustments to reflect the possible effects on the
recoverability and classification of assets or classification of liabilities
which may result from the inability of the Company to continue as a going
concern.

NOTE 2.  SUMMARY OF SIGNFICANT ACCOUNTING PRINCIPLES

REVENUE RECOGNITION

The Company derives its revenues from the following home healthcare provider
sources - recurring monthly service fees, one-time training and set-up fees and
integration and customization services as contracted. The Company recognizes
revenue in accordance with SEC Staff Accounting Bulletin No. 104, Revenue
Recognition (SAB 104). SAB 104 generally requires that four basic criteria must
be met before revenue can be recognized: (1) persuasive evidence of an
arrangement exists; (2) delivery has occurred or services have been rendered;
(3) the fee is fixed and determinable; and (4) collectibility is reasonably
assured. Determination of criteria (3) and (4) are based on management's
judgments regarding the fixed nature of the fee charged for services rendered
and the collectibility of those fees. Should changes in conditions cause
management to determine these criteria are not met for certain sales, revenue
recognized for any reporting period could be adversely affected. In instances
when any one of the four criteria is not met, the Company will either defer
recognition of the monthly service fees until the criteria are met or will
recognize the recurring monthly service fees on a ratable basis.

                                       5
<PAGE>

SOFTWARE AND SOFTWARE DEVELOPMENT COSTS

The Company capitalizes costs related to computer software developed or obtained
for internal use in accordance with the American Institute of Certified Public
Accountants Statement of Position (SOP) 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" and depreciates these
costs using the straight-line method over the estimated useful life of the
software, generally two to three years. SOP 98-1 provides guidance on
determining whether computer software is internal-use software and guidance on
accounting for proceeds of computer software originally developed or obtained
for internal use and then subsequently sold to the public. It also provides
guidance on capitalization of the costs incurred for computer software developed
or obtained for internal use.

LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to the undiscounted future net
cash flows expected to be generated by the asset. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the net asset exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or
fair value less costs to sell.

STOCK-BASED COMPENSATION

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees", and complies with the disclosure
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" as amended
by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure -- an Amendment of FASB Statement No. 123". Under APB Opinion No. 25,
compensation expense for employees is based on the excess, if any, on the date
of grant, between the fair value of the Company's stock over the exercise price.

Had the Company determined compensation based on the fair value at the grant
date for its stock options under SFAS No. 123, as amended by SFAS No. 148, net
loss, and loss per share would have been changed, as indicated below:

                                                    Three months    Three months
                                                       ended           ended
                                                      March 31,       March 31,
                                                        2005            2004
                                                    -----------     -----------
Net loss attributable to common stockholders,
  as reported                                       $  (873,570)    $  (376,190)
Add: Stock-based employee compensation
  expense included in reported in net loss                   --              --
Deduct: Stock-based employee compensation expense
  determined under fair value based method             (128,074)             --
                                                    -----------     -----------
Pro forma net loss                                  $(1,001,644)    $  (376,190)
                                                    ===========     ===========
Net loss per share --
  Basic and diluted:
  As reported                                       $      (.04)    $      (.02)
                                                    ===========     ===========
  Pro forma                                         $      (.05)    $      (.02)
                                                    ===========     ===========


                                       6
<PAGE>

Compensation cost is reflected over the options' vesting period of 2 years.

The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS No. 123, as amended, and Emerging Issues
Task Force (EITF) Issue No. 96-18, "Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services". All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. The measurement
date of the fair value of the equity instrument issued is the earlier of the
date on which the counterparty's performance is complete or the date on which it
is probable that performance will occur.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the Financial Statements and the reported amount of
revenues and expenses during the reporting period. The Company's most
significant estimates relate to software services revenue recognition,
capitalization of software development costs and depreciation of fixed assets.
Actual results could differ from these estimates.

NOTE 3. NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
123(R), "Share-Based Payment," which is a revision of SFAS 123 "Accounting for
Stock-Based Compensation" and supersedes APB Opinion 25, "Accounting for Stock
Issued to Employees". SFAS 123R focuses primarily on share-based payments for
employee services, requiring these payments to be recorded using a
fair-value-based method. The use of APB 25's intrinsic value method of
accounting for employee stock options has been eliminated. As a result, the fair
value of stock options granted to employees in the future will be required to be
expensed. The impact on the results of operations of the Company will be
dependent on the number of options granted and the fair value of those options.
For the Company, FASB 123R will be effective January 1, 2006.

The Company is evaluating the impact of adopting SFAS 123R and expects that it
will record substantial non-cash stock compensation expenses. The adoption of
SFAS 123R is not expected to have a significant effect on the Company's
financial condition or cash flows but is expected to have a significant effect
on the Company's results of operations. The future impact of the adoption of
SFAS 123R cannot be predicted at this time because it will depend on the levels
of share-based payments granted by the Company in the future. However, had the
Company adopted SFAS 123R in prior periods, the impact of the standard would
have approximated the impact of SFAS 123 as described in the pro forma net loss
attributable to common shareholders included in the Stock-Based Compensation
policy footnote.

                                       7
<PAGE>

NOTE 4. NOTES PAYABLE

Notes payable at March 31, 2005 and December 31, 2004 consist of the following:

<TABLE>
<CAPTION>

                                                                              2005                              2004
                                                                  -----------------------------     ----------------------------
                                                                   Short Term       Long Term         Short Term     Long Term
<S>                                                               <C>              <C>              <C>             <C>
Note payable to related party bearing interest at 5%,
   principal and any upaid interest due September 30, 2009,
   secured by a security interest in the assets and
   intellectual property of the Company; interest
   only payments commence September 1, 2004;
   principal and interest payments commence
   October 1, 2005                                                $     54,449     $    490,041     $     27,224    $    517,266

Note payable to investors bearing interest at 7.5%
   principal and interest due February 13, 2006, unsecured             220,000               --               --         220,000

Note payable to investors bearing interest at 7.5%
   principal and interest due March 2, 2006, unsecured                 150,000               --               --         150,000

Note payable to investors bearing interest at 7.5%
   principal and interest due March 9, 2006, unsecured                 150,000               --               --         150,000

Note payable to Phoebe Holdings, Inc. at 7.5%,
   principal and interest due May 1, 2005, unsecured                    87,500               --          100,000              --
                                                                  ------------     ------------     ------------    ------------

                                                                       661,949          490,041          127,224       1,037,266

   Less: unamortized debt discount                                     (25,083)              --           (5,000)        (30,333)
                                                                  ------------     ------------     ------------    ------------

   Total notes payable                                            $    636,866     $    490,041     $    122,224    $  1,006,933
                                                                  ============     ============     ============    ============

</TABLE>

During February and March 2004, in conjunction with the 7.5% senior subordinated
notes payable to investors, the Company issued 520,000 shares of common stock.
These shares were valued at $0.10 per share resulting in a total fair value of
$52,000. This amount was recorded as debt discount and is being amortized as a
component of interest expense over the life of the notes (two-years).

In November 2004, in conjunction with the 7.5% senior subordinated note payable
to Phoebe Holdings, Inc., the Company issued 50,000 shares of common stock.
These shares were valued at $0.15 per share resulting in a total fair value of
$7,500. This amount was recorded as debt discount and is being amortized as a
component of interest expense over the life of the note (six months).

                                       8
<PAGE>

Future maturities of notes payable at March 31, 2005 are as follows:

                    2005                $    661,949
                    2006                     108,898
                    2007                     108,898
                    2008                     108,898
                    2009                     108,898
                    2010                      54,449
                                        ------------
                    Total               $  1,151,990
                                        ============

NOTE 5.  DEFERRED FINANCING FEES

Deferred financing fees related to the notes payable to investors are amortized
on a straight-line basis over the term of the related notes payable which is two
years.

NOTE 6. SHAREHOLDERS' DEFICIT

From January 1, 2005 through March 31, 2005, and pursuant to a Consulting
Agreement with a related party, Gryphon Financial Securities Corporation, Inc.
(the Placement Agent), the Company received funds through a private placement
(the Placement). The Company issued an aggregate of 859,091 shares of Series B
preferred stock, with a $1.10 per share stated value, initially convertible into
one share of the Company's common stock, par value $.001 per share, for net
proceeds of approximately $847,000. The Placement Agent and the investors in the
financing received warrants to purchase an aggregate of 204,546 shares of common
stock at an exercise price of $1.25 per share for each $5.00 of Series B
preferred stock purchased, with 32,727 warrants issued to the Placement Agent
and 171,819 warrants issued to the investors. These warrants expire in January
through March of 2010. After allocating a portion of the net proceeds received
to the fair value of the warrants received, it was determined that a beneficial
conversion feature existed to the purchasers of the Series B preferred stock at
the time of issuance. Accordingly, a beneficial conversion amount totaling
$198,401 was recorded to additional paid-in-capital with a corresponding amount
immediately classified as a deemed dividend since the Series B preferred stock
was immediately convertible into shares of the Company's common stock.

The holders of the Series B preferred stock are entitled to vote upon all
matters upon which holders of the common stock have the right to vote, and shall
be entitled to the number of votes equal to the largest number of full shares of
common stock into which the shares of preferred stock, pursuant to certain
conversion and anti-dilution rights, could be converted on the appropriate
record date. The holders of the Company's Series B preferred stock are not
entitled to receive any dividends. In the event of a liquidation, dissolution or
winding-up of the Company, either voluntary or involuntary, the holders of the
shares of the Company's Series A preferred stock and the Series B preferred
stock then issued and outstanding are entitled to be paid out of the assets of
the Company available for distribution to its shareholders on a pari passu
basis, before any payment is made to the holders of shares of common stock or
upon any other series of preferred stock of the Company that is junior to the
Series A preferred stock and the Series B preferred stock, an amount per share
equal to the stated value.

Note 7.  SUBSEQUENT EVENTS

Subsequent to March 31, 2005, and pursuant to the Agreement with the Placement
Agent, the Company received additional funds through a Private Placement of its
Series B preferred stock . Total gross proceeds from April 1, 2005 through May
5, 2005 were $250,000. The Company paid commissions of 8% and certain expenses
of the financing and realized net proceeds of approximately $228,000. The
Company issued an aggregate of 227,500 shares of its Series B Convertible
Preferred Stock, with a $1.10 per share stated value, initially convertible into
one share of the Company's common stock, par value $.001 per share. The
investors in the financing received warrants to purchase an aggregate of 45,454
shares of common stock at an exercise price of $1.25 per share. These warrants
expire in April through May of 2010.

                                       9
<PAGE>

ITEM 2. MANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                           Forward Looking Statements

This Quarterly Report on Form 10-QSB contains "forward-looking" statements as
such term is defined in the Private Securities Litigation Reform Act of 1995 and
information relating to the Company that are based on the beliefs of the
Company's management as well as assumptions made by and information currently
available to the Company's management. When used in this report, the words
"anticipate," "believe," "estimate," "expect" and "intend" and words or phrases
of similar import, as they relate to the Company or Company management, are
intended to identify forward-looking statements. Such statements reflect the
current risks, uncertainties and assumptions related to certain factors
including, without limitations, competitive factors, general economic
conditions, customer relations, relationships with vendors, the interest rate
environment, governmental regulation and supervision, seasonality, distribution
networks, product introductions and acceptance, technological change, changes in
industry practices, onetime events and other factors described herein and in
other filings made by the company with the Securities and Exchange Commission.
Based upon changing conditions, should any one or more of these risks or
uncertainties materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.

OVERVIEW

Management believes that the Company is the leading provider of Internet-based
document exchange and e-signature solutions for the healthcare industry. Built
with state-of-the art development tools from the Microsoft dotNET development
solutions, SecureCARE.net is tailored to the needs of physicians, clinics and
home healthcare, hospice and durable medical equipment providers. These
end-to-end solutions offer a revolutionary approach to accessing information and
managing time-consuming forms and authorizations. SecureCARE's easy to use
technology eliminates paper, while enhancing the physicians ability to capture
fees for otherwise unbilled time and services, uniquely and directly impacting
the physicians revenue. SecureCARE.net is a highly secure, HIPAA-ready tracking
and reporting tool that streamlines operations while providing physicians with
additional revenue opportunities. The Company markets its services to customers
throughout the United States, currently operating from its Austin, Texas-based
corporate headquarters.

The Company intends to utilize the Internet to provide browser initiated
healthcare document exchange and e-signature solutions that facilitate the
confidential, on-line exchange of healthcare information for many participants
in the healthcare industry. Based on the technology and products in place, other
applications can be developed that will enhance the Company's position in both
the physician's office, home health agencies, and other providers such as
nursing homes, pharmacies, durable medical equipment providers, and information
sites. These services using Internet technology in the healthcare industry are
subject to risks, including but not limited to those associated with competition
from existing companies offering similar services, rapid technological change,
development risks, management of growth and a minimal previous record of
operations or earnings.

In its efforts to significantly grow revenue, the Company is building a national
network of physicians and providers, enabled with Internet-based electronic
document exchange and e-signature solutions. The Company has adopted a
go-to-market strategy that is focused on implementing large multi-specialty
physician groups who refer patients to home health agencies, hospice and durable
medical equipment providers. The American Medical Group Association (AMGA), who
represents approximately 260 of the nation's largest, most prominent medical
groups and 70,000 physicians, has designated SecureCARE Technologies, Inc. as
the preferred provider of Internet-based document exchange technology for AMGA
members. Physicians will drive demand for the use of SecureCARE.net in the home
healthcare industry.

Home health providers who receive patient referrals from physicians implementing
the solution are encouraged to sign up due to its many advantages. A healthcare
provider's cash flow is dependent upon the receipt of signed physician documents
for which the services have already been rendered. Days Sales Outstanding (DSO)
is a key metric for all healthcare providers from a cash flow perspective. By

                                       10
<PAGE>

implementing SecureCARE.net's enabling technology, management believes that the
average document turnaround time can be reduced from 2 - 3 weeks to 2 - 3 days,
resulting in a significant reduction in DSO for the healthcare providers, thus
improving bottom line cash flow. In addition, we believe that work-flow
efficiencies from the implementation will allow the heathcare providers to
service a greater number of physician referrals without investing in additional
resources. More efficient leverage of the heathcare provider's resources will
contribute to improved profitability. In addition, physicians using
SecureCARE.net will find it easier to do business with health care providers
that use SecureCARE.net. Because the system automatically tracks physicians'
Care Plan Oversight (CPO) time for Home Health and Hospice, and Home Healthcare
Certification and Recertification, physicians experience a new opportunity to
capture lost revenue. Home healthcare providers gain the reward of adding value
to their physician relationships thereby increasing their number of physician
referrals.

Unlike any other electronic document management system available today,
SecureCARE.net gives physician practices a new way to boost profitability, by
providing them an automated way to track and bill Medicare for the time spent on
CPO for Homecare ($125* per event) and Hospice ($130* per event). In addition,
SecureCARE.net tracks Certification ($75* per event) and Re-certification ($57*
per event) codes for home healthcare. Most physician practices do not bill for
these codes due to their inability to effectively track and manage the paper
flow from the homecare providers. These billing codes translate into a
significant opportunity for the physician to capture additional revenue. Based
on Medicare statistics, management calculated that, on average, when a physician
certifies 20 patients a month for homecare and is able to track the care using

SecureCARE.net and submits claims to Medicare, he or she can add approximately
$18,000 - $30,000 a year to practice revenue for work he or she is already
doing. Adding Re-certifications and CPO billing increases their revenue even
more. Now physicians can automatically capture this valuable source of "lost"
revenue with SecureCARE.net without doing any more work or adding costly
equipment or staff.

* National averages from Medicare 2004

The Company's revenue model currently includes three components: recurring
monthly fees by provider location, one time training and setup fees, and
integration and customization charges per contract. Providers of home healthcare
pay a monthly fee for the use of the SecureCARE application per provider
location. SecureCARE.net is offered to physicians at no charge. Management
believes the initial market opportunity for SCTI is estimated to be in excess of
$223 million dollars per year. This opportunity is further enhanced because the
technology platform is complementary and non-competitive to all of the billing
and patient management software vendors who serve this potential customer base.
These software vendors benefit from having an integrated solution with
SecureCARE.net as it enhances their ability to add greater value to their
application. Today, integrations have been completed with some of the leading
software vendors in home health and DME. The Company is in the process of
integrating with others based upon customer demand. Once that process is
complete, the software vendor then promotes the software to their customer base.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

The discussion and analysis of our financial condition and results of operations
are based on our unaudited financial statements, which have been prepared
according to U.S. generally accepted accounting principles. In preparing these
financial statements, we are required to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses and
related disclosures of contingent assets and liabilities. We evaluate these
estimates on an on-going basis. We base these estimates on historical experience
and on various other assumptions that we believe are reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities. Actual results may differ from
these estimates under different assumptions or conditions. We consider the
following accounting policies to be the most important to the portrayal of our
financial condition and that require the most subjective judgment.

                                       11
<PAGE>

REVENUE RECOGNITION

The Company derives its revenues from the following home healthcare provider
sources - recurring monthly service fees, one-time training and set-up fees and
integration and customization services as contracted. The Company recognizes
revenue in accordance with SEC Staff Accounting Bulletin No. 104, Revenue
Recognition (SAB 104). SAB 104 generally requires that four basic criteria must
be met before revenue can be recognized: (1) persuasive evidence of an
arrangement exists; (2) delivery has occurred or services have been rendered;
(3) the fee is fixed and determinable; and (4) collectibility is reasonably
assured. Determination of criteria (3) and (4) are based on management's
judgments regarding the fixed nature of the fee charged for services rendered
and the collectibility of those fees. Should changes in conditions cause
management to determine these criteria are not met for certain sales, revenue
recognized for any reporting period could be adversely affected. In instances
when any one of the four criteria is not met, the Company will either defer
recognition of the monthly service fees until the criteria are met or will
recognize the recurring monthly service fees on a ratable basis.

SOFTWARE AND SOFTWARE DEVELOPMENT COSTS

The Company capitalizes costs related to computer software developed or obtained
for internal use in accordance with the American Institute of Certified Public
Accountants Statement of Position (SOP) 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" and depreciates these
costs using the straight-line method over the estimated useful life of the
software, generally two to three years. SOP 98-1 provides guidance on
determining whether computer software is internal-use software and guidance on
accounting for proceeds of computer software originally developed or obtained
for internal use and then subsequently sold to the public. It also provides
guidance on capitalization of the costs incurred for computer software developed
or obtained for internal use.

LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to the undiscounted future net
cash flows expected to be generated by the asset. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the net asset exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or
fair value less costs to sell.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment," which is a
revision of SFAS 123 "Accounting for Stock-Based Compensation" and supersedes
APB Opinion 25, "Accounting for Stock Issued to Employees". SFAS 123(R) focuses
primarily on share-based payments for employee services, requiring these
payments to be recorded using a fair-value-based method. The use of APB 25's
intrinsic value method of accounting for employee stock options has been
eliminated. As a result, the fair value of stock options granted to employees in
the future will be required to be expensed. The impact on the results of
operations of the Company will be dependent on the number of options granted and
the fair value of those options. For the Company, FASB 123R will be effective
January 1, 2006.

The Company is evaluating the impact of adopting SFAS 123R and expects that it
will record substantial non-cash stock compensation expenses. The adoption of
SFAS 123R is not expected to have a significant effect on the Company's
financial condition or cash flows but is expected to have a significant effect
on the Company's results of operations. The future impact of the adoption of
SFAS 123R cannot be predicted at this time because it will depend on the levels
of share-based payments granted by the Company in the future. However, had the
Company adopted SFAS 123R in prior periods, the impact of the standard would
have approximated the impact of SFAS 123 as described in the pro forma net loss
attributable to common shareholders included in the Stock-Based Compensation
policy footnote.

                                       12
<PAGE>

RESULTS OF OPERATIONS

Three months ended March 31, 2005 compared to three months ended March 31, 2004

Revenues for the three months ended March 31, 2005 were $67,768 compared to
$33,731 for the three months ended March 31, 2004. This 101 percent increase in
sales reflects a significant return on the investments the Company made in 2004
to expand its sales-force and its related sales and marketing activities. This
strong marketplace momentum is reflected in the Company's signed and billable
home healthcare provider locations, totaling 92 locations at the end of March
2005.

Management believes that revenues will grow significantly over the next twelve
to eighteen months if the Company is able to raise the additional capital
required to execute its marketing and sales strategy.

Costs of revenues were $190,448 for the three months ended March 31, 2005
compared to $87,742 for the three months ended March 31, 2004. This 117%
increase in cost of revenues was primarily attributable to an increase in
headcount in the technology and customer support departments, resulting in
higher payroll, payroll-related and employee benefits expense for the quarter of
approximately $58,000. These investments were made in order to complete the
initial development and on-going enhancements and maintenance of the Company's
SecureCARE.net application, and to increase the resources deployed within
customer support and training to support significant revenue growth during the
period. In February 2005, the Company commenced monthly payments on its
operating lease for approximately $350,000 in hardware and related software to
upgrade its entire production application and corporate infrastructure. This
resulted in an increase in operating lease expense of approximately $33,000.
Also, in February, 2005, the Company commenced depreciating approximately
$170,000 in internal use software development costs, resulting in an increase in
depreciation expense in 2005 of $14,000.

Selling, general and administrative expenses were $511,978 for the three months
ended March 31, 2005 compared to $307,251 for the three months ended March 31,
2004. This 67% increase in expenses was primarily attributable to an increase in
headcount and overall salaries for the three-month period, resulting in higher
payroll, payroll-related and employee benefit expenses for the quarter of
approximately $139,000. With an increased active customer base, an expanded
sales and marketing strategy, and successful fundraising, the Company increased
the employee total to position the Company to accomplish management's
objectives. The expanded sales force and aggressive marketing strategy
attributed to higher marketing expenses and travel and business development
expenses of approximately $41,000 and $17,000, respectively, in 2005. Financial
consulting expenses increased approximately $14,000, primarily due to the
Company's investor relations program that commenced in August, 2004. Other
corporate general and administrative expenses, including building rent, legal
fees, management consulting and insurance expenses increased $45,000 in 2005.
Partially offsetting these higher expenses were lower stock compensation expense
of $29,000 and lower stock transfer agent fees of $18,000.

Management expects that operating expenses will increase over the next twelve to
eighteen months if the Company is able to raise the additional capital required
to make the necessary investments in technology enhancements and in its planned
marketing, sales and support programs.

Interest expense for the three months ended March 31, 2005 was $40,511 compared
to $20,122 in 2004. Higher interest expense in 2005, of approximately $20,000,
primarily resulted from the amortization of the deferred financing fees and the
debt discount associated with the debt that was issued in the first quarter of
2004 and a note payable that was issued in November 2004.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operating activities for the three months ended March 31, 2005
and 2004 totaled $652,982 and $520,668, respectively. Increased net uses of cash
in 2005 resulted primarily from higher operating expenses due to hiring and
expansion of the Company's sales and marketing programs.

Net cash provided by financing activities was $834,444 for the three months
ended March 31, 2005 and consisted primarily of the issuance of the Company's
Series B Convertible Preferred Stock, offset partially by payments on notes
payable. Net cash provided by financing activities was $526,200 for three months
ended March 31, 2004 and consisted primarily of borrowings on notes payable.

From January 1, 2005 through March 31, 2005, and pursuant to a Consulting
Agreement with a related party, Gryphon Financial Securities Corporation, Inc.
(the Placement Agent), the Company received funds through a private placement
(the Placement). Gross proceeds of the financing totaled $945,000. The Company
paid commissions of 8% (on all but $45,000 of the gross proceeds) and certain
expenses of the financing and realized net proceeds of approximately $847,000.
During this period, the Company issued an aggregate of 859,091 shares of Series
B preferred stock, with a $1.10 per share stated value, initially convertible
into one share of the Company's common stock, par value $.001 per share. The
Placement Agent and the investors in the financing received warrants to purchase
an aggregate of 204,546 shares of common stock at an exercise price of $1.25 per
share for each $5.00 of Series B preferred stock purchased, with 32,727 warrants
issued to the Placement Agent and 171,819 warrants issued to the investors.
These warrants expire in January through March of 2010.

The Company has limited cash resources and intends to raise additional capital
through the issuance of debt or equity. The Company believes the additional
capital will allow it to continue its marketing efforts in its core products and
develop and add new functional enhancements to the browser-based versions of its
products. The availability of cash through such resources is not assured and if
the Company is not able to raise enough cash, the Company might be forced to
limit its operations and marketing activities, or ultimately cease operations.

The financial statements for the three months ended March 31, 2005 were prepared
on the assumption that the Company will continue as a going concern. The Company
sustained a net loss of $675,169 for the three months ended March 31, 2005. The
Company has accumulated losses through March 31, 2005 of $12,746,486. Cash used
in operating activities for the three-month periods ended March 31, 2005 and
2004 totaled $652,982 and $520,668, respectively. Total liabilities at March 31,
2005 of $1,336,472 exceed total assets of $601,167. The Company's continued
existence depends upon the success of management's efforts to raise additional
capital necessary to meet the Company's obligations as they come due, and to
obtain sufficient capital to execute its business plan. The Company intends to
obtain capital primarily through issuances of debt or equity. The can be no
degree of assurance that the Company will be successful in completing additional
financing transactions. Failure to generate additional revenues, raise
additional capital or manage discretionary spending could have a material
adverse effect on the Company's ability to continue as a going concern and to
achieve its intended business objectives. The accompanying unaudited financial
statements do not include any adjustments to reflect the possible effects on the
recoverability and classification of assets or classification of liabilities
which may result from the inability of the Company to continue as a going
concern.

RELATED PARTY TRANSACTIONS

As of March 31, 2005 and 2004, the Company had principal amounts of $544,490 and
$610,490, respectively, in notes payable to a related party, Gryphon
Opportunities Fund I, LLC. During the three-month periods ended March 31, 2005
and 2004, there were no principal repayments on these notes payable.

At March 31, 2005, the required monthly interest payments on these notes
payable, due to commence on September 1, 2004, were not made by the Company to
Gryphon Opportunities Fund I, LLC. Gryphon Opportunities Fund I, LLC waived the
Company's non-compliance with the terms of the note payable agreements as of
March 31, 2005 and through April 1, 2006.

                                       14
<PAGE>

ITEM 3. CONTROLS AND PRODCECURES

Members of our management, including Neil Burley, our Chief Financial Officer
and Principal Accounting and Financial Officer, have evaluated the effectiveness
of our disclosure controls and procedures, as defined by paragraph (e) of
Exchange Act Rules 13a-15 or 15d-15, as of March 31, 2005, the end of the period
covered by this report. Based upon that evaluation, Mr. Burley concluded that
our disclosure controls and procedures are effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting or in
other factors identified in connection with the evaluation required by paragraph
(d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter
ended March 31, 2005 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

                                       15
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

On April 7, 2005 a lawsuit was filed by Norman K. Best, a former officer of the
Company, against SecureCARE Technologies, Inc. The lawsuit is identified as
cause number GN501073 and was filed in the 353rd Judicial District Court of
Travis County, Texas as "Norman K. Best versus SecureCARE Technologies, Inc."
The lawsuit alleges that the Company breached the terms of its agreements with
Mr. Best by failing to tender 50,000 shares of common stock of SecureCARE
Technologies, Inc. which were granted to him. The Company responded to this
lawsuit on May 13, 2005, by filing a general denial, denying all the allegations
raised by the Plaintiff.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

a)       EXHIBITS

31.1     Certification of the Chief Executive Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002

31.2     Certification of the Chief Financial Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002

32.1     Certification of the Chief Executive Officer pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002

32.2     Certification of the Chief Financial Officer pursuant to 18 U.S.C
         Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002


b)       REPORTS ON FORM 8-K

         None.

                                       16
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                       SecureCare Technologies, Inc.
                                       (Registrant)

Date:  May 13, 2005                    By: /s/ ROBERT WOODROW
                                           -------------------------------------
                                           Robert Woodrow
                                           President, Chief Executive Officer
                                           And Director


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


NAME                           TITLE
/s/ ROBERT WOODROW             President, Chief Executive     Date: May 13, 2005
---------------------------    Officer and Director
Robert Woodrow


/s/ NEIL BURLEY                Chief Financial Officer        Date: May 13, 2005
---------------------------    (Principal Financial and
Neil Burley                    Accounting Officer)

                                       17