SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For The Quarterly Period Ended March 31, 2007


                           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.)


       3755 Capital of Texas Highway South, Suite 160E Austin, Texas 78704
                    (Address of principal executive offices)


                                 (512) 447-3700
                (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 May 17, 2007, there were 1,160,355 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

PART I          FINANCIAL INFORMATION

      Item 1.   Financial Statements

                Balance Sheets at March 31, 2007(unaudited) and
                December 31, 2006                                             2

                Statements of Operations (unaudited) for the three months
                ended March 31, 2007 and 2006                                 3

                Statements of Cash Flows (unaudited) for the three months
                ended March 31, 2007 and 2006                                 4

                Notes to Interim Financial Statements (unaudited)             5

      Item 2.   Management's Discussion and Analysis of Financial
                Condition  and Results of Operations                         13

      Item 3.   Controls and Procedures                                      17


PART II         OTHER INFORMATION

      Item 1.   Legal Proceedings                                            18

      Item 2.   Changes in Securities and Use of Proceeds                    18

      Item 3.   Defaults Upon Senior Securities                              18

      Item 4.   Submission of Matters to a Vote of Security Holders          18

      Item 5.   Other Information                                            18

      Item 6.   Exhibits and Reports on Form 8-K                             19

SIGNATURES                                                                   20

CERTIFICATIONS                                                               21

<PAGE>
<TABLE>
<CAPTION>

                          SECURECARE TECHNOLOGIES, INC.
                                 BALANCE SHEETS
                March 31, 2007 (Unaudited) and December 31, 2006



                                                                                2007            2006
                                                                            ------------    ------------
                                                                            (Unaudited)
<S>                                                                         <C>             <C>
                                     ASSETS

Current assets
    Cash and cash equivalents                                               $    118,919    $    130,150
    Accounts receivable - trade, net of allowance for doubtful
      accounts of $2,000                                                          15,258          16,076
    Prepaid expenses and deposits                                                  7,626           7,935
                                                                            ------------    ------------
         Total current assets                                                    141,803         154,161

Property and equipment, net of accumulated depreciation of
     $459,467 and $449,096, respectively                                          66,155          45,276
                                                                            ------------    ------------

         Total assets                                                       $    207,958    $    199,437
                                                                            ============    ============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

   Current Liabilities
    Current portion of notes payable                                        $    263,500    $    263,500
    Accounts payable - trade                                                     173,882         220,789
    Accrued payroll                                                              191,296         209,372
    Accrued payroll taxes                                                         39,526         145,701
    Accrued interest                                                              77,365          64,715
    Other accrued liabilities                                                    118,340         180,178
                                                                            ------------    ------------
         Total current liabilities                                               863,909       1,084,255

   Notes payable, less current portion and net of debt discount of
       $450,526 and $183,458, respectively                                        49,974           4,042

   Other non-current liabilities                                                  20,026          34,335
   Non-current accrued payroll taxes and penalties and interest                  170,384              --


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 - 1,427,273 shares issued and outstanding
       (liquidation preference of $1.10 per share)                                 1,427           1,427
       Series C preferred stock - 1,058,835 shares issued and outstanding
       (no liquidation preference)                                                 1,059           1,059
    Common stock - $0.001 par value; 50,000,000 shares authorized,
      101,520 shares issued and outstanding                                          102             102
    Additional paid-in capital                                                34,803,006      34,490,006
    Accumulated deficit                                                      (35,703,884)    (35,417,744)
                                                                            ------------    ------------
         Total shareholders' deficit                                            (896,335)       (923,195)
                                                                            ------------    ------------

         Total liabilities and shareholders' deficit                        $    207,958    $    199,437
                                                                            ============    ============
</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, 2007 and 2006

                                                               2007            2006
                                                           ------------    ------------
<S>                                                        <C>             <C>
Revenues                                                   $     34,841    $     90,968

Operating expenses
   Cost of revenues                                              19,706          78,306
   Selling, general and administrative                          241,773         370,479
   Loss on lease settlement                                          --         152,141
                                                           ------------    ------------

   Operating loss                                              (226,638)       (509,958)

Other income (expense)
   Other income                                                   1,621              --
   Interest expense (including $0 and $6,644 to a
     related party, respectively)                               (61,123)        (66,349)
                                                           ------------    ------------

   Net loss                                                $   (286,140)   $   (576,307)
                                                           ============    ============
   Amortization of deemed dividend upon issuance
     of convertible preferred stock                            (336,926)             --
                                                           ------------    ------------

Net loss attributable to common shareholders               $   (623,066)   $   (576,307)
                                                           ============    ============

Net loss per common share - basic and diluted              $      (6.14)   $      (5.70)
                                                           ============    ============

Weighted average number of common shares outstanding -
   basic and diluted                                            101,520         101,120
                                                           ============    ============
</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, 2007 and 2006

                                                               2007            2006
                                                           ------------    ------------
<S>                                                        <C>             <C>
Cash flows from operating activities
    Net loss                                               $   (286,140)   $   (576,307)
    Adjustments to reconcile net loss to net
       cash used in operating activities:
        Depreciation and amortization                            10,371          21,374
        Bad debt expense                                          2,524           5,000
        Common stock issued for services                             --          75,000
        Stock compensation expense                                   --          65,625
        Loss on lease settlement                                     --         152,141
        Amortization of deferred financing fees                      --           5,514
        Amortization of debt discount                            45,932           8,319
    Increases and decreases in working capital accounts:
        Accounts receivable - trade                              (1,706)          6,178
        Prepaid expenses                                            309          14,905
        Other current assets                                         --          32,740
        Deferred revenue                                             --          (6,976)
        Accounts payable - trade                                (46,907)         39,942
        Accrued liabilities                                     (17,364)        159,623
                                                           ------------    ------------
    Cash flows (used in) provided by operating activities      (292,981)          3,078

Cash flows from investing activities
    Capitalized software development costs                      (31,250)             --
                                                           ------------    ------------
    Cash flows used in investing activities                     (31,250)             --

Cash flows from financing activities
    Proceeds from notes payable                                 313,000              --
                                                           ------------    ------------
    Cash flows provided by financing activities                 313,000              --

Net increase (decrease) in cash and cash equivalents            (11,231)          3,078

Cash and cash equivalents, beginning of period                  130,150           3,400
                                                           ------------    ------------

Cash and cash equivalents, end of period                   $    118,919    $      6,478
                                                           ============    ============
Supplemental disclosures for cash flow information:

    Fair value of warrants issued and beneficial
     conversion feature in connection with issuance
     of notes payable                                      $    313,000    $         --
                                                           ============    ============
</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.

SecureCARE's management believes that the Company is a leading provider of
Internet-based document exchange and e-signature solutions for the healthcare
industry. The Company's proprietary technology uses the Internet to enable
electronic document exchange for documents to be sent, retrieved, signed and
remotely viewed anywhere in the world, between providers of healthcare, while
protecting patient privacy as required by law. Built with state-of-the art
development tools from the Microsoft dotNET development solutions, the
SecureCARE.net portal is tailored to the needs of physicians, clinics and home
healthcare, hospice and durable medical equipment providers. This end-to-end
solution offers a money-saving 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 (Health
Insurance Portability and Accountability Act) tracking and reporting tool that
streamlines operations while providing physicians with additional revenue
opportunities. In the fourth quarter of 2006 the Company began development of an
additional product offering, its hosted electronic fax solution, "SecureFAX".
The beta test site of the application was up and running as of February 2007.
The Company is continuing to develop features associated with SecureFAX and is
planning to bring this new product offering to market in the second quarter of
2007. The Company markets its services to customers throughout the United
States, currently operating from its Austin, Texas based corporate headquarters.

The Company intends to continue 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 and will be developed that will enhance the
Company's position in the physician's office and in the offices of other
providers of health care. 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.

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, 2007, are not necessarily indicative of the
results that may be expected for the year ending December 31, 2007.

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, 2006.

                                       5
<PAGE>

GOING CONCERN

The financial statements for the three months ended March 31, 2007 were prepared
on the assumption that the Company will continue as a going concern. The Company
sustained a net loss of $286,140 for the three months ended March 31, 2007. The
Company has accumulated losses through March 31, 2007 of $35,703,884 (including
a non-recurring loss on early extinguishment of debt totaling $19,030,648
incurred in the fourth quarter of 2006). Cash used in operating activities for
the three-month period ended March 31, 2007 totaled $292,981. Total liabilities
at March 31, 2007 of $1,104,293 significantly exceeds total assets of $207,958.
As of the date of this report, the Company is unable to meet all of its
short-term obligations because of shortages of cash. 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. Recognition of
revenue resulting from one-time training and set-up fees, which is billed
upfront, is deferred and amortized over the life of the corresponding
arrangements and is included in deferred revenue in the accompanying financial
statements.

                                       6
<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 is depreciated
using the straight-line method over the estimated useful life of the software,
generally two years.

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

On January 1, 2006, the Company adopted the modified prospective method of SFAS
No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123R"), which is a
revision of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No.
123"). SFAS No. 123R supersedes APB Opinion No. 25, and amends SFAS No. 95,
"Statement of Cash Flows". SFAS No. 123R requires that all share-based payments
to employees, including the grant of employee stock options, be recognized in
the income statement based on their fair values. Under the modified prospective
application, SFAS No. 123R is applied to new awards and awards modified,
repurchased or cancelled after the effective date. Compensation cost for the
portion of awards for which requisite service has not been rendered that are
outstanding as of the effective date is recognized as the requisite service is
rendered on or after the effective date. The Compensation cost for the portion
of awards is based on the grant date fair value of those awards as calculated
for pro-forma disclosure under SFAS No. 123. The Company's financial statements
as of January 1, 2006 reflect the impact of adopting SFAS No. 123R.

Stock-based compensation expense recognized during the period is based on the
value of the portion of the stock-based payment awards that is ultimately
expected to vest. As stock-based compensation expense recognized in the
statement of operations is based on awards ultimately expected to vest, it has
been reduced for estimated forfeitures. SFAS No. 123R requires forfeitures to be
estimated at the time of grant and revised, if necessary, in subsequent periods
if actual forfeitures differ from those estimates.

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.

The Board of Directors of the Company approved the SecureCARE Technologies, Inc.
2004 Stock Option Plan on December 3, 2004. The Company has reserved 10,000
shares of common stock for issuance under this Plan. The exercise price of each
option granted may not be less than the fair market value of common stock at the
date of grant, without prior approval of the Board of Directors. Options are
exercisable according to the terms set out in the option agreement, not to
exceed ten years. At March 31, 2007 the Company had 1,250 options outstanding,
of which 1,250 were exercisable. All options granted by the Company are
restricted stock awards under rules promulgated by the Securities and Exchange
Commission.

The Company calculates the fair value of each option award on the date of grant
using the Black-Scholes option-pricing model. There were no new options granted
during the three months ended March 31, 2007.

The following table summarizes the activity under the Plan for the three months
ended March 31, 2007:
<TABLE>
<CAPTION>

                                                                     2004 Stock Incentive Plan
                                                 ----------------------------------------------------------
                                                                Three Months Ended March 31, 2007
                                                 ----------------------------------------------------------
                                                                                   Weighted
                                                                   Weighted         Average       Aggregate
                                                                   Average         Remaining      Intrinsic
                                                    Shares      Exercise Price  Contractual Term    Value
                                                 ----------------------------------------------------------
<S>                                              <C>             <C>            <C>              <C>
Outstanding at January 1, 2007                          1,250   $     200.00       -- years
Granted                                                    --
Exercised                                                  --
Cancelled                                                  --
                                                 ------------
Outstanding at March 31, 2007                           1,250   $     200.00       -- years   $         --
                                                 ============
Vested and expected to vest at March 31, 2007           1,250   $     200.00       -- years   $         --
Options exercisable at March 31, 2007                   1,250   $     200.00       -- years   $         --
</TABLE>

                                       7
<PAGE>

The aggregate intrinsic value is calculated as the difference between the
exercise price of the underlying awards and the quoted price of the Company's
common stock, $0.03 ($6.00 adjusted for the 200 for 1 reverse stock split), at
March 31, 2007. No options were "in-the-money" at March 31, 2007. No options
were exercised during the three months ended March 31, 2007.

As of March 31, 2007 there was $0 of total unrecognized compensation cost
related to unvested options.

COMMITMENTS AND CONTINGENCIES

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 in January 2004. The grant date
fair value of the 50,000 shares was not material. The Company responded to this
lawsuit on May 13, 2005, by filing a general denial, denying all the allegations
raised by the Plaintiff. On July 8, 2005, the Company filed a series of
responses to the plaintiff's request for admission. The Company was initially
required to produce all documents related to the plaintiff's request for
production by August 14, 2006. On August 25, 2006, the Company settled this
lawsuit with Mr. Best. The Company agreed to tender the 50,000 shares of
SecureCARE Technologies, Inc. common stock that were previously granted to him.
The Company also agreed to a monetary payment of $10,000 to be paid in five
monthly installments of $2,000 each. In January 2007, the Company paid the last
of the remaining $2,000 payments.

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.

INCOME TAXES

In January 2007, the Company adopted the Financial Accounting Standards Board
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- An
Interpretation of FASB Statement No. 109" (FIN 48). This Interpretation
clarifies the accounting for uncertainty in income taxes recognized in a
company's financial statements. FIN 48 requires companies to determine whether
it is "more likely than not" that a tax position will be sustained upon
examination by the appropriate taxing authorities before any part of the benefit
can be recorded in the financial statements. It also provides guidance on the
recognition, measurement and classification of income tax uncertainties, along
with any related interest and penalties. The Company did not recognize any
adjustments to our financial statements as a result of the implementation of FIN
48.

LOSS PER COMMON SHARE

Basic net loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding for the periods ended March 31, 2007
and December 31, 2006. Diluted net loss per share is computed by dividing net
loss by the weighted average number of common shares and dilutive common stock
equivalents outstanding for the three and twelve month periods ended March 31,
2007 and December 31, 2006. Common stock equivalents for the periods ended March
31, 2007 and December 31, 2006 have been excluded from the computation since
such inclusion would have an anti-dilutive effect.

                                       8
<PAGE>

NOTE 3. NOTES PAYABLE

Notes payable at March 31, 2007 and December 31, 2006 consist of the following:

 Note 3 - Notes Payable

Notes payable at March 31, 2007 and December 31, 2006 consist of the following:
<TABLE>
<CAPTION>

                                                                            2007                          2006
                                                                ---------------------------   ---------------------------
                                                                 Short Term     Long Term      Short Term      Long Term
                                                                ------------   ------------   ------------   ------------
<S>                                                                  <C>            <C>            <C>            <C>
Note payable to investors bearing interest at 7.5%
     Note is in default as of February 13, 2006, unsecured      $    200,000             --   $    200,000             --

Note payable to Phoebe Holdings, Inc. at 7.5%,
     Note is in default as of May 1, 2005, unsecured                  63,500             --         63,500             --

Convertible bridge note payable bearing interest at 6%
     Principal and interest due December 4, 2008, unsecured               --         45,000             --         45,000

Convertible bridge note payable bearing interest at 6%
     Principal and interest due December 4, 2008, unsecured               --         15,000             --         15,000

Convertible bridge note payable bearing interest at 6%
     Principal and interest due December 6, 2008, unsecured               --         15,000             --         15,000

Convertible bridge note payable bearing interest at 6%
     Principal and interest due December 18, 2008, unsecured              --         50,000             --         50,000

Convertible bridge note payable bearing interest at 6%
     Principal and interest due December 18, 2008, unsecured              --         12,500             --         12,500

Convertible bridge note payable bearing interest at 6%
     Principal and interest due December 27, 2008, unsecured              --         50,000             --         50,000

Convertible bridge note payable bearing interest at 6%
     Principal and interest due January 18, 2009, unsecured               --         50,000             --             --

Convertible bridge note payable bearing interest at 6%
     Principal and interest due January 18, 2009, unsecured               --         12,500             --             --

Convertible bridge note payable bearing interest at 6%
     Principal and interest due February 7, 2009, unsecured               --         83,500             --             --

Convertible bridge note payable bearing interest at 6%
     Principal and interest due February 12, 2009, unsecured              --         83,500             --             --

Convertible bridge note payable bearing interest at 6%
     Principal and interest due February 15, 2009, unsecured              --         83,500             --             --
                                                                ------------   ------------   ------------   ------------

                                                                     263,500        500,500        263,500        187,500

     Less: unamortized debt discount                                      --       (450,526)            --       (183,458)
                                                                ------------   ------------   ------------   ------------
     Total notes payable                                        $    263,500   $     49,974   $    263,500   $      4,042
                                                                ============   ============   ============   ============
</TABLE>

                                       9
<PAGE>

During the three months ended March 31, 2007 in conjunction with the issuance of
$313,000 in 6% convertible bridge notes payable, the Company issued 125,200
warrants to purchase one share of common stock at $5.00 per share. These
warrants were valued at a range of $7.80 to $10.00 per warrant resulting in a
total fair value of $1,189,670. The Company allocated the proceeds received
between the notes payable and the detachable warrants based on the relative fair
values at the date of issuance. Based on the relative fair value calculations,
the Company allocated $247,484 of the $313,000 in proceeds to the detachable
warrants and the remaining $65,516 to the notes payable. The notes also
contained a conversion feature allowing the note holders to convert the notes
into common shares at a conversion price of $2.50 per share. The Company
accounted for the beneficial conversion feature based on the guidance provided
in EITF 98-5 "Accounting for Convertible Securities with Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios". The Company calculated
the value of the beneficial conversion feature to be $1,136,484; however, EITF
98-5 implies that the value of the beneficial conversion feature may not exceed
the proceeds allocated to the notes payable under the relative fair value
calculations. As a result, the value of the beneficial conversion feature is
limited to $65,516, which is the amount of the proceeds allocated to notes
payable. The debt discount amount of $313,000 ($247,484 related to the fair
value of the warrants and $65,516 related to the beneficial conversion feature)
is being amortized as a component of interest expense over the life of the notes
(twenty-four months).

In December 2006, in conjunction with $187,500 in 6% convertible bridge notes
payable issued, the Company issued 75,000 warrants to purchase one share of
common stock at $5.00 per share. These warrants were valued at a range of $19.80
to $29.80 per warrant resulting in a total fair value of $1,733,861. The Company
allocated the proceeds received between the notes payable and the detachable
warrants based on the relative fair values at the date of issuance. Based on the
relative fair value calculations, the Company allocated $168,656 of the $187,500
in proceeds to the detachable warrants and the remaining $18,844 to the notes
payable. The notes also contained a conversion feature allowing the note holders
to convert the notes into common shares at a conversion price of $2.50 per
share. The Company accounted for the beneficial conversion feature based on the
guidance provided in EITF 98-5 "Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratios".
The Company calculated the value of the beneficial conversion feature to be
$1,721,156; however, EITF 98-5 implies that the value of the beneficial
conversion feature may not exceed the proceeds allocated to the notes payable
under the relative fair value calculations. As a result, the value of the
beneficial conversion feature is limited to $18,844, which is the amount of the
proceeds allocated to notes payable. The debt discount amount of $187,500
($168,656 related to the fair value of the warrants and $18,844 related to the
beneficial conversion feature) is being amortized as a component of interest
expense over the life of the notes (twenty-four months).

As of March 31, 2007, the Company is in default on the principal amount of
$200,000 in a series of 7.5% Senior Subordinated Notes Payable, issued to two
investors in February of 2004. The notes may be extended at the option of the
Company for an additional six months. If the notes are extended, the Company
must issue one share of Common Stock for each $800.00 in principal and accrued
interest on the Notes that are extended, or a total of approximately 314 shares
of common stock. As of the date of this filing, the Company has not elected the
option of extending the notes for an additional six months. In addition, as of
March 31, 2007, the Company is in default on the principal amount of $63,500 in
an unsecured note payable.

Future maturities of notes payable at March 31, 2007 are as follows:

                 2007                    $  263,500
                 2008                       500,500
                                         ----------

                 Total                   $  764,000
                                         ==========

                                       10
<PAGE>

NOTE 4. SHAREHOLDERS' DEFICIT

During the three months ended March 31, 2007, in conjunction with the issuance
of $313,000 in 6% convertible bridge notes payable, the Company issued 125,200
warrants to purchase one share of common stock at $5.00 per share. These
warrants were valued at a range of $7.80 to $10.00 per warrant resulting in a
total fair value of $1,189,670. The Company allocated the proceeds received
between the notes payable and the detachable warrants based on the relative fair
values at the date of issuance. Based on the relative fair value calculations,
the Company allocated $247,484 of the $313,000 in proceeds to the detachable
warrants and the remaining $65,516 to the notes payable. The notes also
contained a conversion feature allowing the note holders to convert the notes
into common shares at a conversion price of $2.50 per share. The Company
accounted for the beneficial conversion feature based on the guidance provided
in EITF 98-5 "Accounting for Convertible Securities with Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios". The Company calculated
the value of the beneficial conversion feature to be $1,136,484; however, EITF
98-5 implies that the value of the beneficial conversion feature may not exceed
the proceeds allocated to the notes payable under the relative fair value
calculations. As a result, the value of the beneficial conversion feature is
limited to $65,516, which is the amount of the proceeds allocated to notes
payable. The debt discount amount of $313,000 ($247,484 related to the fair
value of the warrants and $65,516 related to the beneficial conversion feature)
is being amortized as a component of interest expense over the life of the notes
(twenty-four months).

On April 24, 2007 the Company amended its articles of incorporation to effect a
1 for 200 reverse stock split of its common stock. On the effective date, each
200 shares of the Company's outstanding common stock automatically converted
into one share of common stock. All share and per share amounts have been
restated for all periods presented to reflect this reverse stock split.

On November 13, 2006 the Company issued 253,733 shares of Mandatorially
Convertible Series C Preferred Stock to the new equity investors representing
$576,518 in equity financing. The Series C Stock has no conversion rights unless
and until the Company has sufficient authorized shares of common stock available
to permit the conversion of all of the shares of Series C Stock at a rate of 200
common shares for each share of Series C Stock. It was determined that on the
commitment date (September 15, 2006) a beneficial conversion, totaling $576,518
existed to the investors in this equity financing. The Company is recognizing
this deemed dividend ratably over the period from the date the Series C Stock
shares were issued (November 13, 2006) and the date of the earliest permitted
conversion, which, at the end of 2006, the Company estimated to be April 15,
2007. Effective April 24, 2007, as a result of the Reverse Stock Split, the
Mandatorially Convertible Series C Preferred stock shares were automatically
converted to common shares. For the three months ended March 31, 2007, the
Company recognized $336,926 as a deemed dividend related to the issuance of the
convertible preferred stock.

NOTE 5. ACCRUED PAYROLL TAXES

As of March 31, 2007, the Company owes $142,592 in accrued payroll taxes and
$78,757 in estimated additional penalties and interest.

On March 1, 2007 the Company commenced an IRS approved 61-month payment plan to
settle the delinquent payroll taxes and related interest and penalties for the
2005 fiscal year. In accordance with the plan, the Company will make 60 monthly
payments of $5,000 and a final payment of $2,312 to pay off $123,228 of the
delinquent payroll taxes and $80,486 of the related penalties and interest as of
the plan commencement date of March 1, 2007. At March 31, 2007 the Company has
classified $17,514 of the delinquent payroll taxes and $11,439 of related
interest and penalties (included in other current liability) as current. The
remaining $170,384 of delinquent payroll taxes and related interest and
penalties are classified as non-current (included in other non-current
liabilities).

                                       11
<PAGE>

NOTE 6.  SUBSEQUENT EVENT

In its efforts to position the Company to raise the additional capital required
to execute its business plan, during 2006, the Company affected a significant
capital restructuring. On June 16, 2006, the Company's Board of Directors
ratified a letter agreement (the "Letter Agreement"), dated June 7, 2006, with a
related party, Gryphon Opportunities Fund I, LLC ("GOF"), relating to future
financing and a recapitalization of the Company. Pursuant to the Letter
Agreement, GOF agreed to convert its notes payable and accrued interest (as of
September 15, 2006) to common stock of the Company and to release its lien on
the Company's assets. Both of these actions were conditioned upon the Company
receiving an aggregate of $570,000 in equity financing. The raising of the
equity financing was effectively completed on September 15, 2006 (the
"Commitment Date") in the amount of $570,518. As of October 2, 2006, the Company
had raised a total of $576,518 in the equity financing.

As of the Commitment Date, the Company had only approximately 30 million shares
of common stock authorized remaining to be issued. To complete the equity
financing of $576,518 (offered at a price of $0.01 (pre-reverse split) per
common shave equivalent) and the conversion of the GOF notes payable and accrued
interest of $544,490 and $56,477, respectively, also offered at a conversion
price of $0.01 per common share equivalent, the Company needed approximately 104
million authorized common shares. As a result, the Company authorized issuance
of a new series of Mandatorially Convertible Series C Preferred Stock (the
"Series C Stock") to the new equity investors (251,093 shares of Series C Stock)
and to GOF (264,494 shares of Series C Stock). The Series C Stock has no
conversion rights unless and until the Company has sufficient authorized shares
of common stock available to permit the conversion of all of the shares of
Series C Stock at a rate of 200 common shares for each share of Series C Stock.
In addition, the Series C Stock has no liquidation preference, dividend rights
or any other rights that are not included in the rights of the current common
stock holders. The Company filed its Certificate of Designation for the Series C
Stock with the State of Nevada on November 13, 2006 (the "acceptance date");
therefore, as of the acceptance date, the Series C Stock shares were authorized,
designated and issuable to the new equity investors and to effect the conversion
of the GOF notes payable and accrued interest.

In conjunction with the acceptance date, effective November 13, 2006 the Company
issued 253,733 shares of Series C Stock to the new equity investors representing
$576,518 in equity financing completed as of October 2, 2006 and 264,494 shares
to GOF to affect the conversion of GOF's notes payable and accrued interest of
$544,490 and $56,477, respectively.

On October 19, 2006 the Company made a conversion offer to the remaining note
holders to convert the balance of $1,283,500 in notes payable and the related
accrued interest of $262,197 (as of September 15, 2006) to Series C Stock. As of
December 31, 2006, the Company received signed consents from note holders
accepting the conversion offer representing $1,020,000 in notes payable and
$208,328 in accrued interest (as of September 15, 2006). To affect these
additional conversions the Company has issued an additional 540,604 shares of
Series C Stock.

In summary, as of March 31, 2007 and December 31, 2006, the Company has issued a
total of 1,058,835 shares of Series C Stock representing 1,058,835 common share
equivalents as follows:

                                                Series C    Common Share
Description                                 Stock Shares     Equivalents
-----------                                 ------------    ------------
$576,518 Equity Financing                        253,736         253,736
GOF Note/Interest Conversion                     264,494         264,494
All other Note/Interest Conversions              540,605         540,605
                                            ------------    ------------
         Total at 12/31/06                     1,058,835       1,058,835
                                            ============    ============

                                       12
<PAGE>

On February 28, 2007, the Board of Directors of the Company commenced written
solicitation of the holders of its Common Stock and its Series C Stock, as of
February 23, 2007 (the "Record Date") to grant the Company's Board of Directors
discretionary authority to effect a reverse stock split of two hundred for one
in order for the Company to have sufficient shares to meet its existing
obligations. This proposed reverse stock split does not change the number of
shares of common stock that the Company is authorized to issue. With shareholder
approval of the reverse stock split, the 1,058,835 shares of Series C Stock will
automatically convert to 1,058,835 shares of common stock.

On April 24, 2007 the Company filed an amendment to its Articles of
Incorporation with the State of Nevada. Pursuant to the provisions of the Nevada
Revised Statues, a majority of the SecureCARE Technologies, Inc.'s shares
entitled to vote, consented in writing to the adoption of the Amendment to
Article Four of the Articles of Incorporation.

The Company had completed the taking of written shareholder consents with
respect to management's proposal to effect a one for two hundred reverse stock
split (the "Reverse Stock Split"). Of the 232,070,220 share and share
equivalents entitled to vote on the proposal, 167,258,052 or 72% voted in favor
of the proposal; 84,931 or .04% voted against the proposal and .01% abstained.

As a result of the Reverse Stock Split, effective April 24, 2007, the Company's
20,304,000 issued and outstanding shares of common stock were changed into
approximately 101,520 shares of common stock (after giving effect to rounding)
and each of the Company's 1,058,835 issued and outstanding shares of Series C
Mandatorially Convertible Preferred Stock were automatically converted into 200
shares of the Company's common stock for an aggregate of 211,767,000 shares of
common stock which were automatically changed into approximately 1,058,835
shares of common stock. The total number of common shares issued and outstanding
immediately following the Reverse Stock Split is approximately 1,160,355. The
Reverse Stock Split did not affect the number of common shares (50,000,000) the
Company is authorized to issue.

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.

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 is 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

                                       13
<PAGE>

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

SecureCARE's management believes that the Company is a leading provider of
Internet-based document exchange and e-signature solutions for the healthcare
industry. The Company's proprietary technology uses the Internet to enable
electronic document exchange for documents to be sent, retrieved, signed and
remotely viewed anywhere in the world, between providers of healthcare, while
protecting patient privacy as required by law. Built with state-of-the art
development tools from the Microsoft dotNET development solutions, the
SecureCARE.net portal is tailored to the needs of physicians, clinics and home
healthcare, hospice and durable medical equipment providers. This end-to-end
solution offers a money-saving 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 (Health
Insurance Portability and Accountability Act) tracking and reporting tool that
streamlines operations while providing physicians with additional revenue
opportunities. In the fourth quarter of 2006 the Company began development of an
additional product offering, its hosted electronic fax solution, "SecureFAX".
The beta test site of the application was up and running as of February, 2007.
The Company is continuing to develop features associated with SecureFAX and is
planning to bring this new product offering to market in the second quarter of
2007. The Company markets its services to customers throughout the United
States, currently operating from its Austin, Texas-based corporate headquarters.

The Company intends to continue 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 and will be developed that will enhance the
Company's position in the physician's office and in the offices of other
providers of health care. 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.

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.

                                       14
<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. Recognition of
revenue resulting from one-time training and set-up fees, which are billed
upfront, is deferred and amortized over the life of the corresponding
arrangements and is included in deferred revenue in the accompanying financial
statements.

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 is depreciated
using the straight-line method over the estimated useful life of the software,
generally two years.

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

On January 1, 2006, the Company adopted the modified prospective method of SFAS
No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123R"), which is a
revision of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No.
123"). SFAS No. 123R supersedes APB Opinion No. 25, and amends SFAS No. 95,
"Statement of Cash Flows". SFAS No. 123R requires that all share-based payments
to employees, including the grant of employee stock options, be recognized in
the income statement based on their fair values. Under the modified prospective
application, SFAS No. 123R is applied to new awards and awards modified,
repurchased or cancelled after the effective date. Compensation cost for the
portion of awards for which requisite service has not been rendered that are
outstanding as of the effective date is recognized as the requisite service is
rendered on or after the effective date. The Compensation cost for the portion
of awards is based on the grant date fair value of those awards as calculated
for pro-forma disclosure under SFAS No. 123. The Company's financial statements
as of January 1, 2006 reflect the impact of adopting SFAS No. 123R.

Stock-based compensation expense recognized during the period is based on the
value of the portion of the stock-based payment awards that is ultimately
expected to vest. As stock-based compensation expense recognized in the
statement of operations for the three months ended March 31, 2007 is based on
awards ultimately expected to vest, it has been reduced for estimated
forfeitures. SFAS No. 123R requires forfeitures to be estimated at the time of
grant and revised, if necessary, in subsequent periods if actual forfeitures
differ from those estimates.

                                       15
<PAGE>

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.

RESULTS OF OPERATIONS

Three months ended March 31, 2007 compared to three months ended March 31, 2006

Revenues for the three months ended March 31, 2007 were $34,841 compared to
$90,968 for the three months ended March 31, 2006. This 62% decrease in sales
reflects customer attrition the Company has experienced since it implemented a
staff reduction in December 2005.

Costs of revenues were $19,706 for the three months ended March 31, 2007
compared to $78,306 for the three months ended March 31, 2006. This 75% decrease
is primarily attributable to lower operating lease expenses of $32,739 due to
the Company returning approximately $300,000 in leased hardware and software in
February 2006 and $14,291 of lower depreciation expenses related to the
SecureCare.Net application as the Company had fully depreciated this asset as of
January 2007. In 2007, the Company had lower technology employee-related
expenses of $8,700 due to the staff reduction it implemented in December 2005
and January 2006.

Selling, general and administrative expenses were $241,773 for the three months
ended March 31, 2007 compared to $370,479 for the three months ended March 31,
2006. This 35% decrease in expenses was primarily attributable to lower stock
compensation expense of $65,625, lower rent expense of $22,403 and lower
investor relations and related expenses of $35,057. Partially offsetting these
lower expenses were higher marketing and travel expenses of $18,633.

Interest expense for the three months ended March 31, 2007 was $61,123 compared
to $66,349 in 2006. During the fourth quarter of 2006, Company's note holders
converted $1,564,490 of notes payable to Preferred Series C stock. As a result
of this significant reduction in outstanding notes payable, the Company incurred
$39,686 of lower interest expense during the first quarter of 2007. However, the
reduction in interest expense was almost entirely offset by $37,612 increase in
debt discount amortization related to notes payables issued during December 2006
and first quarter of 2007.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flows used in operating activities for the three-month period ended
March 31, 2007 totaled $292,981. Net cash flows from operating activities for
the three-month period ended March 31, 2006 was $3,078. The increase in net cash
used by operating activities in 2007 is primarily due to a reduction in accounts
payable and accrued liabilities of approximately $264,000.

Cash flows used in investing activities totaled $31,250 for the three months
ended March 31, 2007 and consisted entirely of capitalized software development
cost.

Net cash provided by financing activities was $313,000 for the three months
ended March 31, 2007 and consisted entirely of proceeds from the issuance of
notes payable.

                                       16
<PAGE>

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, 2007 were prepared
on the assumption that the Company will continue as a going concern. The Company
sustained a net loss of $286,140 for the three months ended March 31, 2007. The
Company has accumulated losses through March 31, 2007 of $35,703,884 (including
a non-recurring loss on early extinguishment of debt totaling $19,030,648
incurred in the fourth quarter of 2006). Cash used in operating activities for
the three-month period ended March 31, 2007 totaled $292,981. Total liabilities
at March 31, 2007 of $1,104,293 significantly exceeds total assets of $207,958.
As of the date of this report, the Company is unable to meet all of its
short-term obligations because of shortages of cash. 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.

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, 2007, 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 September 30, 2006 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

                                       17
<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 in January 2004. The grant date
fair value of the 50,000 shares was not material. The Company responded to this
lawsuit on May 13, 2005, by filing a general denial, denying all the allegations
raised by the Plaintiff. On July 8, 2005, the Company filed a series of
responses to the plaintiff's request for admission. The Company was initially
required to produce all documents related to the plaintiff's request for
production by August 14, 2006. On August 25, 2006, the Company settled this
lawsuit with Mr. Best. The Company agreed to tender the 50,000 shares of
SecureCARE Technologies, Inc. common stock that were previously granted to him.
The Company also agreed to a monetary payment of $10,000 to be paid in five
monthly installments of $2,000 each. In January 2007, the Company paid the last
of the remaining $2,000 payments.

Item 2.  Changes in Securities

None.

Item 3.  Defaults Upon Senior Securities

None.

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

On February 28, 2007, the Board of Directors of the Company commenced written
solicitation of the holders of its Common Stock and its Series C Stock, as of
February 23, 2007 (the "Record Date") to grant the Company's Board of Directors
discretionary authority to effect a reverse stock split of two hundred for one
in order for the Company to have sufficient shares to meet its existing
obligations. This proposed reverse stock split does not change the number of
shares of common stock that the Company is authorized to issue. With shareholder
approval of the reverse stock split, the 1,058,835 shares of Series C Stock will
automatically convert to 1,058,835 shares of common stock. The Company has
agreed to accept votes on its proposal until March 30, 2007, unless the Company
agrees to extend such date.

On April 24, 2007 the Company filed an amendment to its Articles of
Incorporation with the State of Nevada. Pursuant to the provisions of the Nevada
Revised Statues, a majority of the SecureCARE Technologies, Inc.'s shares
entitled to vote, consented in writing to the adoption of the Amendment to
Article Fourth of the Articles of Incorporation as follows:

"Each of the issued and outstanding shares of the Corporation's common stock
issued and outstanding on the date hereof shall be reverse split to become one
two hundredth share (.005) with a corresponding reduction in the stated capital
of the corporation. Any fractional shares shall be rounded up to the next whole
number."

The Company had completed the taking of written shareholder consents with
respect to management's proposal to effect a one for two hundred reverse stock
split (the "Reverse Stock Split"). Of the 232,070,220 share and share
equivalents entitled to vote on the proposal, 167,258,052 or 72% voted in favor
of the proposal; 84,931 or .04% voted against the proposal and .01% abstained.

                                       18
<PAGE>

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       Certifications of the Chief Executive Officer and 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.

                                       19
<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 18, 2007                    By: /s/ DENNIS NASTO
                                           -------------------------------------
                                           Dennis Nasto
                                           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                     DATE

/s/ DENNIS NASTO                Chief Executive Officer        May 18, 2007
-------------------------       and Director
Dennis Nasto


/s/ NEIL BURLEY                 Chief Financial Officer        May 18, 2007
-------------------------       (Principal Financial and
Neil Burley                     Accounting Officer)



                                       20