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 Quarter Ended September 30, 2004


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

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


             Nevada                                82-0255758
    ----------------------            ------------------------------------
    (State or Jurisdiction            (IRS Employee Identification Number)
       Of Incorporation)

  3001 Bee Caves Road Suite 250 Austin, Texas               78746
  -------------------------------------------             ----------
  (Address of Principal Executive Offices)                (Zip Code)


       Registrant's Telephone Number, Including Area Code: (512) 439-3900
                                                           --------------

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.

                                YES [X]   NO [ ]

As of September 30, 2004, there were 19,954,000 shares of common stock, $.001
par value and 1,930,000 shares of preferred stock, $.001 par value, of the
registrant issued and outstanding.

Transitional Small Business Disclosure Format (check one)

YES [ ]  NO [X]
<PAGE>

                          SecureCARE Technologies, Inc.
                               SEPTEMBER 30, 2004
                                      INDEX


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

   Item 1.   Financial Statements

             Consolidated Balance Sheets as of September 30, 2004
              (unaudited) and December 31, 2003                              2

             Consolidated Statements of Operations (unaudited) for
              the three months ended September 30, 2004 and 2003             3

             Consolidated Statements of Operations (unaudited) for
              the nine months ended September 30, 2004 and 2003              4

             Consolidated Statements of Cash Flows (unaudited) for
              the nine months ended September 30, 2004 and 2003              5

             Notes to Interim Consolidated Financial Statements              6

   Item 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                     11

   Item 3.   Controls and Procedures                                        14


PART II      OTHER INFORMATION

   Item 1.   Legal Proceedings                                              15

   Item 2.   Changes in Securities and Use of Proceeds                      15

   Item 3.   Defaults Upon Senior Securities                                15

   Item 4.   Submission of Matters to a Vote of Security Holders            15

   Item 5.   Other Information                                              15

   Item 6.   Exhibits and Reports on Form 8-K                               15


SIGNATURES                                                                  16

CERTIFICATIONS                                                              17

                                        1
<PAGE>
<TABLE>
<CAPTION>

                 SECURECARE TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
              SEPTEMBER 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003

                                     ASSETS
                                     ------
                                                                              2004           2003
                                                                          ------------   ------------
                                                                           (Unaudited)
<S>                                                                       <C>            <C>
Current assets
  Cash and cash equivalents                                               $    518,494   $      2,500
  Accounts receivable - trade, net of allowance for doubtful
  accounts of $7,200 and $3,000 at September 30, 2004 (unaudited) and
  December 31, 2003, respectively                                               39,215         16,767
  Other current assets                                                          43,727          3,500
                                                                          ------------   ------------
         Total current assets                                                  601,436         22,767

Property and equipment, net of accumulated depreciation of
  $282,952 and $301,057 at September 30, 2004 (unaudited)
  and December 31, 2003, respectively                                            2,360          2,593
Deferred financing fees, net of accumulated amortization of
  $28,809 at September 30, 2004 (unaudited)                                     55,737             --
Other assets                                                                        --          5,851
Software development costs                                                     110,000             --
                                                                          ------------   ------------

         Total assets                                                     $    769,533   $     31,211
                                                                          ============   ============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------

Current Liabilities
  Current notes payable                                                   $         --   $    610,490
  Accounts payable - trade                                                      85,005        176,949
  Accrued payroll tax liabilities                                               57,818         50,465
  Accrued liabilities                                                           88,234        118,843
                                                                          ------------   ------------
         Total current liabilities                                             231,057        956,747

  Long-term notes payable, net of unamortized debt discount
    of $36,833 at September 30, 2004 (unaudited)                             1,027,657             --

Shareholders' deficit
  Preferred stock - $0.001 par value; 15,000,000 shares authorized,
  Series A preferred stock - 1,930,000 and 0 shares issued and outstanding
    at September 30, 2004 (unaudited) and December 31, 2003,
    respectively (liquidation preference of $1.00 per share                      1,930             --
  Common stock - $0.001 par value; 50,000,000 shares authorized,
    19,954,000 and 15,000,000 shares issued and outstanding at
    September 30, 2004 (unaudited) and December 31, 2003, respectively          19,954         15,000
  Additional paid-in capital                                                10,493,201      8,661,505
  Deferred stock compensation                                                   (4,600)            --
  Receivable for the purchase of equity                                         (2,000)            --
  Accumulated deficit                                                      (10,997,666)    (9,602,041)
                                                                          ------------   ------------
         Total shareholders' deficit                                          (489,181)      (925,536)
                                                                          ------------   ------------

         Total liabilities and shareholders' deficit                      $    769,533   $     31,211
                                                                          ============   ============
</TABLE>

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

                                        2
<PAGE>
<TABLE>
<CAPTION>

                 SECURECARE TECHNOLOGIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

                                                                    2004           2003
                                                                ------------   ------------
<S>                                                             <C>            <C>
Revenues                                                        $     65,462   $     55,312

Operating expenses
 Cost of revenues                                                     44,392         41,005
 Research and development costs                                       10,988         14,952
 Selling, general and administrative                                 552,695        298,301
                                                                ------------   ------------

 Operating loss                                                     (542,613)      (298,946)

Other income (expenses)
 Gain on rejected executory contract                                      --        168,667
 Gain on debt settlement                                              14,662             --
 Interest Expense                                                    (37,838)        (5,090)
                                                                ------------   ------------

 Total other income (expense), net                                   (23,176)       163,577

                                                                ------------   ------------
 Net loss                                                       $   (565,789)  $   (135,369)
                                                                ============   ============

Net loss per common share - basic and diluted                   $      (0.03)  $      (0.01)
                                                                ============   ============

Weighted average number of common shares outstanding - basic
 and diluted                                                      19,734,725     21,365,688
                                                                ============   ============
</TABLE>

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

                                        3
<PAGE>
<TABLE>
<CAPTION>

                 SECURECARE TECHNOLOGIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

                                                                    2004           2003
                                                                ------------   ------------
<S>                                                             <C>            <C>
Revenues                                                        $    151,434   $    182,040

Operating expenses
 Cost of revenues                                                    138,994        173,993
 Research and development costs                                       33,870         45,539
 Selling, general and administrative                               1,299,896        949,518
                                                                ------------   ------------

 Operating loss                                                   (1,321,326)      (987,010)

Other income (expenses)
 Gain on disposal of asset                                             4,699             --
 Gain on rejected executory contract                                      --        168,667
 Gain on change in accounting estimate                                    --         68,645
 Gain on debt settlement                                              14,662        397,673
   Other income                                                        3,795             --
   Interest expense                                                  (97,455)      (128,987)
                                                                ------------   ------------

 Total other income (expense), net                                   (74,299)       505,998

                                                                ------------   ------------
 Net loss                                                       $ (1,395,625)  $   (481,012)
                                                                ============   ============

Net loss per common share - basic and diluted                   $      (0.07)  $      (0.02)
                                                                ============   ============

Weighted average number of common shares outstanding - basic
 and diluted                                                      19,528,601     21,324,114
                                                                ============   ============
</TABLE>

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

                                        4
<PAGE>
<TABLE>
<CAPTION>

        SECURECARE TECHNOLOGIES, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

                                                                         2004           2003
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
Cash flows from operating activities
  Net loss                                                           $ (1,395,625)  $   (481,012)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
     Depreciation                                                           2,717         82,077
     Bad debt expense                                                       4,200         27,923
     Gain on change in accounting estimate                                     --         68,645
     Gain on debt settlement                                                   --       (566,340)
     Stock issued for services                                                 --         33,250
     Common stock issued for directors compensation                         2,850             --
     Amortization of deferred compensation                                 50,945             --
     Warrants issued for converstion of debt to preferred stock                --          8,147
     Amortization of deferred financing fees                               28,809          7,134
     Amortization of debt discount                                         15,167          9,769
  Increases and decreases in working capital accounts:
     Accounts receivable - trade                                          (26,648)       (47,175)
     Other current assets                                                 (40,227)            --
     Other assets                                                           5,851          4,789
     Customer deposits                                                         --          7,245
     Accounts payable - trade                                             (91,944)        47,293
     Accrued liabilities                                                  (23,257)       120,593
                                                                     ------------   ------------
         Cash flows used in operating activities                       (1,467,162)      (677,662)

Cash flows from investing activities
  Purchases of property and equipment                                      (2,484)            --
  Capitalization of software development costs                           (110,000)            --
                                                                     ------------   ------------
         Cash flows used in investing activities                         (112,484)            --

Cash flows from financing activities
  Payments on capital lease obligation                                         --        (12,865)
  Borrowings from related parties                                              --         13,130
  Deferred financing fees                                                 (71,975)            --
  Borrowings on notes payable                                             594,800        624,872
  Payments on notes payable                                              (140,800)       (20,348)
  Proceeds from issuance of preferred stock                             1,713,615             --
                                                                     ------------   ------------
     Cash flows provided by financing activities                        2,095,640        604,789

Net increase (decrease) in cash and cash equivalents                      515,994        (72,873)

Cash and cash equivalents, beginning of period                              2,500         85,204
                                                                     ------------   ------------

Cash and cash equivalents, end of period                             $    518,494   $     12,331
                                                                     ============   ============
Supplemental disclosures of cash flow information:
  Cash paid during the period for:
     Interest                                                        $        697   $      3,320
                                                                     ============   ============
Supplemental schedule of noncash investing and
 financing activities
     Stock issued for subscription receivable                        $      2,000   $         --
                                                                     ============   ============

     Common stock issued to settle  notes payable                    $     52,000   $         --
                                                                     ============   ============

     Stock issued as prepaid cost for issuance of debt               $     12,571   $         --
                                                                     ============   ============

     Conversion of notes payable and accrued interest
      to preferred stock                                             $         --   $    143,200
                                                                     ============   ============

     Warrants issued in connection with conversion of
      notes payable and accrued interest to preferred stock          $         --   $      8,147
                                                                     ============   ============
</TABLE>

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

                                        5
<PAGE>

                 SECURECARE TECHNOLOGIES, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

1. BASIS OF PRESENTATION

On May 13, 2003 (the "Commencement Date") the Company filed a voluntary petition
under Chapter 11 of Title 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Western
District of Texas (the "Bankruptcy Court"), Case No. 03-12387. During the course
of its Chapter 11 proceeding, the Company operated its business and managed its
assets as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.

On August 6, 2003, the Company filed a proposed Disclosure Statement and Joint
Plan of Reorganization, dated August 5, 2003, (the "Plan") with the Bankruptcy
Court. On October 23, 2003, after notice and a hearing, the Bankruptcy Court
signed the Disclosure Statement Order, approving the Company's Disclosure
Statement. On October 24, 2003, the Debtors commenced the solicitation of
holders of claims entitled to vote to accept or reject the Plan. On December 2,
2003, after notice and a hearing, the Bankruptcy Court entered its Findings of
Fact, Conclusions of Law and Order confirming the Debtor's Joint Plan of
Reorganization (the "Confirmation Order"). The Plan became final and
non-appealable on December 13, 2003. The Effective Date of the Plan is December
15, 2003.

In accordance with the terms of Article VI "Issuance of New Shares" of the
confirmed Plan, the outstanding shares of eClickMD, Inc. Common and Preferred
Stock, approximately 21.3 million and 89 shares, respectively, were cancelled
and voided effective December 15, 2003 (the Effective Date). In addition,
Article VI required that as soon as possible after the Effective Date, the
Company would amend its Articles of Incorporation to change its name to
SecureCare Technologies, Inc. and to authorize the issuance of 10,000,000 shares
of New Common Stock at $.001 par value.

On January 19, 2004, the Board of Director's of eClickMD, Inc. approved a 1.5
for 1 forward Common Stock Split (the "Stock Split"). On January 19, 2004, the
shareholder holding shares representing more than a majority of the shares of
Common Stock entitled to vote consented in writing to the Stock Split. The Stock
Split increased the number of shares of Common Stock issued and outstanding, as
approved in The Plan, from 10,000,000 to 15,000,000.

On January 19, 2004 the Board of Director's of eClickMD, Inc. determined to
change the name of the Company to SecureCare Technologies, Inc. The purpose of
the name change was to more accurately reflect the Company's present business
and its activities as well as to facilitate the future development of its
business. Approval of the name change required the affirmative consent of at
least a majority of the outstanding shares of the Common Stock of the Company.
The shareholder entitled to vote more than a majority of all the shares of
Common Stock entitled to vote consented to the name change on January 19, 2004.

The Company filed a Preliminary Information Statement regarding the name change
and the stock split with the Securities and Exchange Commission on January 24,
2004 and a Definitive Information Statement on February 3, 2004.

The Company filed an Amendment to its Corporate Charter with the State of Nevada
on February 25, 2004 affecting the Stock Split and the name change of the
Company to SecureCare Technologies, Inc. The effect of the Stock Split has been
applied to all periods presented in the financial statements.

The interim financial statements of SecureCare Technologies, Inc. and
Subsidiaries (the "Company" or "SecureCARE") at September 30, 2004 and for the
three and nine months ended September 30, 2004 and 2003, are unaudited, and
include all adjustments (consisting only of normal recurring adjustments) which
the Company considers necessary for a fair presentation. The December 31, 2003
balance sheet was derived from the balance sheet included in the Company's
audited financial statements as filed on Form 10-KSB for the year ended December
31, 2003.

The accompanying unaudited interim financial statements are for interim periods
and do not include all disclosures normally provided in annual financial
statements, and should be read in conjunction with the Company's audited
financial statements included in the 10-KSB for the year ended December 31,
2003. The accompanying unaudited interim financial statements for the three and
nine months ended September 30, 2004 are not necessarily indicative of the
results which can be expected for the entire fiscal year.

2. GOING CONCERN

The consolidated financial statements for the nine months ended September 30,
2004 were prepared under the assumption that the Company will continue as a
going concern. The Company sustained a net loss of $1,395,625 for the nine
months ended September 30, 2004. The Company has accumulated losses through
September 30, 2004 of $10,997,666. Cash used in operating activities for the
nine-month periods ended September 30, 2004 and 2003 totaled $1,467,162 and
$677,662, respectively. Total liabilities at September 30, 2004 of $1,258,714
exceed total assets of $769,533. As described in Note 1, on May 13, 2003 the
Company filed a voluntary petition for protection under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Western
District of Texas. The Company emerged from Bankruptcy on December 15, 2003;
however, 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 capital primarily through the
issuances of debt or equity. There can be no degree of assurance that the
Company will be successful in completing additional financing transactions.

                                       6
<PAGE>

The consolidated 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.

3. USE OF ESTIMATES AND ASSUMPTIONS

Management uses estimates and assumptions in preparing financial statements in
accordance with accounting principals generally accepted in the United States of
America. These estimates and assumptions affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities, and the
reported amounts of revenues and expenses. Actual results could vary from the
estimates that were used.

4. 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 issued to employees and directors under SFAS No. 123,
as amended by SFAS No. 148, net loss and loss per share would have increased as
indicated below:
<TABLE>
<CAPTION>

                                           Nine Months Ended    Nine Months Ended    Three Months Ended   Three Months Ended
                                             September 30,        September 30,        September 30,        September 30,
                                                 2004                  2003                2004                 2003
                                            ---------------      ---------------      ---------------      ---------------
<S>                                         <C>                  <C>                  <C>                  <C>
Net loss per common share,
 as reported                                $    (1,395,625)     $      (481,012)     $      (565,789)     $      (135,369)
Add: Stock-based employee compensation
  expense included in reported net loss              53,795                   --               10,848                   --
Deduct: Stock-based employee compensation
  expense determined under fair value
  based method                                      (53,795)            (114,768)             (10,848)                   0
                                            ---------------      ---------------      ---------------      ---------------
Pro forma net loss                          $    (1,395,625)     $      (595,780)     $      (565,789)     $      (135,369)
                                            ===============      ===============      ===============      ===============
Net loss per share
 Basic and diluted:
 As reported                                $         (0.07)     $         (0.02)     $         (0.03)     $         (0.01)
                                            ===============      ===============      ===============      ===============

 Pro forma                                  $         (0.07)     $         (0.02)     $         (0.03)     $         (0.01)
                                            ===============      ===============      ===============      ===============

</TABLE>

The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS No. 123 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.

                                       7
<PAGE>
<TABLE>
<CAPTION>

5. NOTES PAYABLE

Notes payable at September 30, 2004 (unaudited) and December 31, 2003 consist of
the following:

                                                                                         2004           2003
                                                                                     ------------   ------------
                                                                                      (unaudited)
<S>                                                                                  <C>            <C>
Notes payable to related parties bearing interest at 5%; During the course of
         its Chapter 11 proceedings, from May 2003 through December 2003, the
         Company borrowed a total of $610,490 in court-approved post petition
         financing. These borrowings represented notes payable, with interest at
         5%, due on demand; the notes were secured by a security interest in the
         assets and intellectual property of the Company. Upon confirmation of
         the Company's Joint Plan of Reorganization on December 2, 2003, these
         current notes payable were restructured to long-term notes payable in
         accordance with the terms approved in the Joint plan of Reorganization
         The revised terms on these notes payable are as follows:
         interest on the notes accrues effective August 13, 2004. Beginning on
         the first calendar day of the month following August 13, 2004 and on
         the first day of each calendar month for the next twelve months, the
         related party shall receive a payment equal to the accrued interest on
         the notes; thereafter, beginning on the first calendar day of the
         following month and continuing for the next fifty-nine months, the
         related party shall receive monthly principal and interest payments in
         the amount needed to fully amortize the notes
         (including interest) over sixty months                                      $    544,490   $    610,490

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

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

Notes payable to investors bearing interest at 7.5%
         Principal and interest due March 9, 2006, unsecured                              150,000             --
                                                                                     ------------   ------------
                                                                                        1,064,490        610,490
                                    Less unamortized debt discount:                       (36,833)            --
                                                                                     ------------   ------------
                                                                                     $  1,027,657   $    610,490
                                                                                     ============   ============
</TABLE>

During February and March, 2004, in conjunction with the Bridge Financing, 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 a Debt Discount and is amortized as a component of interest expense over the
life of the notes (two-years)

Future maturities of notes payable at September 30, 2004 are as follows:

               2005                    $     27,224
               2006                         628,898
               2007                         108,898
               2008                         108,898
               2009                         108,898
               2010                          81,674
                                       ------------
               Total                   $  1,064,490
                                       ============

                                       8
<PAGE>

6. DEFERRED FINANCING FEES

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

7. SHAREHOLDERS' DEFICIT

In January 2004, the Company authorized the issuance of 2,350,000 shares of
Common Stock to directors, officers and employees valued at $0.023 per share
totaling $54,050. Out of these 2,350,000 shares, 1,600,000 shares were issued to
directors, of which 50% vested immediately and the remaining 50% will cliff vest
in one year. The remaining 750,000 shares were issued to employees which will
vest on October 1, 2004. The Company recorded deferred stock compensation of
$54,050 and will amortize the stock compensation expense over the applicable
vesting periods.

In June 2004 the Company issued additional shares of Common Stock to directors,
officers and employees. The total number of shares issued was 65,000 for a total
of 2,415,000. These additional shares will vest on October 1, 2004 and were
valued at $0.023 per share totaling $1,495. The Company recorded deferred stock
compensation of $1,495 and will amortize the stock compensation expense over the
applicable vesting periods.

Effective January 20, 2004 the Company entered into a Consulting Agreement (the
"Agreement") with Gryphon Financial Securities Corporation (the "Consultant") to
retain the Consultant, on a non-exclusive basis, to perform consulting services
related to corporate finance, strategic investments, capital raising, mergers
and acquisitions and other financial service matters. The term of the agreement
is for one year. In consideration of the Consultant performing these services,
the Company agreed to sell 2,000,000 shares of its Common Stock to the
Consultant for an aggregate purchase price of $2,000. These shares were valued
at $0.023 per share resulting in a net stock compensation expense of $44,000.
The portion of this expense allocated to fund raising in the Bridge Financing
totaled $12,571 and was recorded as deferred financing costs to be amortized on
a straight-line basis over the life of the notes (two-years). The portion of
this expense allocated to the fund raising in the Private Placement totaled
$31,429 and have been recorded as a reduction of proceeds from the sale of
Series A Preferred Stock.

Bridge Financing: During February and March 2004, and pursuant to the Agreement
with Gryphon Financial Securities Corporation (the "Placement Agent"), the
Company raised an aggregate of $520,000 from seven (7) accredited investors (as
defined in Rule 503 under the 1933 Act) to fund the Company's operations (the
"Bridge Financing"). Investors in this Bridge Financing received $1.00 principal
amount of 7.5% Senior Subordinated Note and one (1) share of Common Stock for
each $1.00 that they purchased. The Notes are due on their second anniversary
date, but may be extended at the option of the Company for an additional six (6)
months. The Company must issue one share of Common Stock for each $4.00
principal and accrued interest on the Notes that are extended.

During February and March, 2004, in conjunction with the Bridge Financing, the
Company issued 520,000 shares of Common Stock. Investors in this Bridge
Financing received $1.00 principal amount of 7.5% Senior Subordinated Note and
one (1) share of Common Stock for each $1.00 that they purchased. These shares
were valued at $0.10 per share resulting in a total fair value of $52,000. This
amount was recorded as a Debt Discount and is amortized as a component of
interest expense over the life of the notes (two-years). The Placement Agent
received warrants to purchase an aggregate of 52,000 shares of Common Stock at
an exercise price of $1.00 per share. These warrants expire in February and
March of 2011.

From May through September 2004 and pursuant to the Agreement with Gryphon
Financial Securities Corporation (the Placement Agent), the Company received
funds through a Private Placement (the "Placement"). In the financing the
company issued an aggregate of 1,930,000 shares of Series A Preferred Stock,
with a $1.00 per share stated value, initially convertible into one share of the
Company's Common Stock, par value $.001 per share. The Agent and the investors
in the financing received warrants to purchase an aggregate of 2,312,000 shares
of common stock at an exercise price of $1.00 per share with 382,000 warrants
issued to the Agent and 1,930,000 warrants issued to the investors. These
warrants expire in May through August of 2009.

In June 2004, the Company authorized the issuance of 15,000 shares of Common
Stock to the Chairman of the Board and Chief Medical Officer of SecureCare
Technologies, Inc. These shares were valued at $.15 per share totaling $2,250.
This amount was recorded as stock compensation expense.

In June 2004, the Company authorized the issuance of 4,000 shares to its two
Medical Advisory Board members (2,000 shares each) as compensation for services
provided on the board. These shares were valued at $.15 per share totaling $600.
This amount was recorded as stock compensation expense.

8. SOFTWARE DEVELOPMENT COSTS

In accordance with SFAS No. 86, "Accounting for the Costs of Computer Software
to be Sold, Leased or Otherwise Marketed", internally-generated software
development costs associated with new products and significant enhancements to
existing software products are expensed as incurred until technological
feasibility has been established. Software development costs that qualify for
capitalization include the salaries and benefits of the software engineers

                                       9
<PAGE>

assigned to the products, internal and external quality assurance testing costs,
overhead allocations primarily associated with rent and facilities costs and the
costs of outsourced development activities and independent product testing and
certification labs. Software development costs not qualifying for capitalization
are recorded as product development expense. Capitalized software development
costs, including purchased software, if any, are amortized using the greater of
the revenue method or the straight-line method generally with useful lives of
three years or less. At each balance sheet date the Company evaluates the
estimated net realizable value of each software product and when required,
records write-downs of net book value to net realizable value of any products
for which the net book value is in excess of the net realizable value. The net
realizable value is the estimated future gross revenue of each product reduced
by estimated future costs of completing and disposing of that product, including
the costs of completing in process development and customer support. For the
nine months ended September 30, 2004 the Company had recorded capitalized
software development costs totaling $110,000 and recorded no amortization
expense.

9. PREFERRED STOCK ISSUED FOR CASH

From May through September 2004 and pursuant to the Consulting Agreement ("the
Agreement") with the Consultant, the Company received funds through a Private
Placement. Aggregate gross proceeds of the financing through September 30, 2004
were $1,930,000. The Company paid commissions of 8%, paid certain expenses of
the financing and realized net proceeds of approximately $1,715,945. In the
financing the Company issued an aggregate of 1,930,000 shares of Series A
Preferred Stock, with a $1.00 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 2,312,000 shares of common stock at an exercise price of $1.00
per share with 382,000 warrants issued to the Placement Agent and 1,930,000
warrants issued to the investor. These warrants expire in May through August of
2009.

                                       10
<PAGE>

Item 2. Management'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 and its subsidiaries 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 its
subsidiaries 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

SecureCare Technology, Inc. ("SCTI") management believes it is the leading
developer of proprietary web-based document exchange and e-signature technology
solutions. The technology can be applied to any document requiring
authentication, verification and document process flow, and the technology
lowers infrastructure costs, drives workflow efficiency, and increases
profitability for physicians, home health care agencies, and providers of
durable medical equipment. Home health care executives founded the Company in
1996 to address inefficiencies in workflow processes between home health care
agencies and physicians. That same year, the U.S. government released the Health
Insurance Portability and Accountability Act (HIPAA) that mandated
Internet-based electronic storage and transmission of patient data be
standardized, secured, and subjected to rigorous privacy rules. SCTI quickly
enhanced its digital certificate and e-signature technology to comply with these
HIPAA standards.

The Company has developed and intends to provide a broad range of Web-based
healthcare electronic commerce services that will improve communication among
physicians, suppliers, and other providers; however, there can be no assurance
given that the Company will be successful in its development efforts. These
services using Internet technology in the healthcare electronic commerce
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.

Results of Operations

Three Months Ended September 30, 2004 Compared to Three Months Ended September
30, 2003

Revenues for the three months ended September 30, 2004 were $65,462 compared to
$55,312 for the three months ended September 30, 2003. This 19 percent increase
in sales reflects the Company's expansion in its sales-force in 2004 and its
related sales and marketing activities resulting in an increase in its customer
base.

Management believes that revenues will continue to grow significantly over the
next twelve to eighteen months if the Company is able to raise the additional
capital to execute its marketing and sales strategy. Since December 2003, the
Company's revenue base has more than doubled, reflecting the Company's expanded
sales and marketing efforts.

Operating expenses were $608,075 for the three months ended September 30, 2004
compared to $354,258 for the same period of 2003. The 72% increase in operating
expenses was primarily due 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 $183,000. Also
contributing to the year-over-year increase in payroll expense was the reduction
in salaries that was implemented in March 2003, in order to conserve cash
resources during the period of reorganization, which effectively reduced gross
salaries approximately 35%. 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 travel and business development expenses of approximately
$56,000 in the third quarter of 2004. Financial consulting expenses increased
$26,000 in 2004 as a result of the Company investing in incremental resources
required to navigate successfully through the various stages of a successful
emergence from its reorganization, primarily its investor relations program.
Stock compensation expense resulting from the issuance of shares to its
directors and employees in January 2004 increased operating expenses
approximately $11,000. Partially offsetting these higher expenses was lower

                                       11
<PAGE>

depreciation expense. The Company incurred insignificant depreciation expense
for the three months ended September 30, 2004 as fixed assets were fully
depreciated on March 31, 2004 and only minor additions to the asset base have
occurred since March 31, 2004. Reported depreciation for the same period in 2003
was $13,013.

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 and sales programs.

Interest expense for the three months ended September 30, 2004 was $37,838
compared to $5,090 in 2003, primarily due to a higher debt load in 2004. During
February and March 2004, and pursuant to the Agreement with Gryphon Financial
Securities Corporation (the "Placement Agent"), the Company raised an aggregate
of $520,000 from seven (7) accredited investors (as defined in Rule 503 under
the 1933 Act) to fund the Company's operations (the "Bridge Financing").
Investors in this Bridge Financing received $1.00 principal amount of 7.5%
Senior Subordinated Note ("Notes") and one (1) share of Common Stock for each
$1.00 that they purchased. The Notes are due on their second anniversary date,
but may be extended at the option of the Company for an additional six (6)
months. The Company must issue one share of Common Stock for each $4.00
principal and accrued interest on the Notes that are extended.

In the third quarter of 2004, $15,497 of interest expense was the result of
amortizing the deferred financing fees and the debt discount associated with the
Bridge Financing in the First Quarter of 2004. In addition, $17,843 in interest
expense was interest accrued on the $544,490 of post-petition debt and $520,000
of Bridge Financing debt still outstanding on September 30, 2004.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30,
2003

Revenues for the nine months ended September 30, 2004 were $151,434 compared to
$182,040 for the same period in 2003. Fewer customers were billed during the
first nine months of 2004 as a result of a review of accounts receivable that
was completed in the latter part of 2003, where a significant number of
customers with aged receivable balances were assigned former client status and
were no longer billable in 2004.

Management believes that revenues will grow significantly over the next twelve
to eighteen months if the Company is able to raise the additional capital to
execute its marketing and sales strategy. Since December 2003, the Company's
revenue base has more than doubled, reflecting the company's expanded sales and
marketing efforts.

Operating expenses were $1,472,759 for the nine months ended September 30, 2004
compared to $1,169,050 for the nine months ended September 30, 2003. This 26%
increase in operating expenses was primarily attributable to an increase in
headcount and overall salaries for the nine-month period, resulting in higher
payroll, payroll-related and employee benefit expenses for the year of
approximately $218,000. Also contributing to the year-over-year increase in
payroll expense was the reduction in salaries that was implemented in March
2003, in order to conserve cash resources during the period of reorganization,
which effectively reduced gross salaries approximately 35%. 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 travel and business development expense
of approximately $106,000 in 2004. Financial consulting expenses increased
approximately $43,000 in 2004 as a result of the Company investing in
incremental resources required to navigate successfully through the various
stages of a successful emergence from its reorganization, primarily its investor
relations program. Stock compensation expense resulting from the issuance of its
shares to its directors and employees in January 2004 increased operating
expenses approximately $54,000. Partially offsetting these higher expenses were
lower depreciation expense and legal fees. The Company incurred insignificant
depreciation expense for the nine months ended September 30, 2004 as fixed
assets were fully depreciated on March 31, 2004 and only minor additions to the
asset base have occurred since March 31, 2004. Reported depreciation for the
same period in 2003 was $82,077. Legal fees in 2004 were approximately $47,000
lower than 2003 primarily due to the fact that in the second quarter of 2003
$47,973 in legal settlement expenses were incurred. All outstanding lawsuits
were extinguished with the confirmation of the Reorganization Plan in December
2003, obviating legal settlements in 2004.

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 and sales programs.

Interest expense for the nine months ended September 30, 2004 was $97,455
compared to $128,987 in 2003. Lower interest expense in 2004 resulted from a
lower debt load due to the debt settlement that occurred in December 2003 when
the Reorganization Plan was approved.

For the nine months ended September 30, 2004, $36,644 of the interest was
related to the amortization of the deferred financing fees and the debt discount
associated with the Bridge Offering that took place in the First Quarter of
2004. In addition, $51,630 in interest expense was interest accrued on the
$544,490 of post-petition debt and $520,000 of Bridge Financing debt still
outstanding on September 30, 2004.

                                       12
<PAGE>

Liquidity and Capital Resources

Net cash used by operating activities for the nine months ended September 30,
2004 and 2003 totaled $1,467,162 and $677,662, respectively. Increased net uses
of cash in 2004 resulted primarily from the Company making cash payments to its
unsecured creditors of $60,784 as required in its approved Plan of
Reorganization, paying down the balance of certain significant accounts payable
totaling $65,370, and higher operating expenses primarily due to hiring and
expansion of the Company's sales and marketing programs.

Net cash provided by financing activities was $2,167,615 for the nine months
ended September 30, 2004 and consisted primarily of the issuance of the
Company's Series A Convertible Preferred Stock and borrowings on notes payable.
Net cash provided by financing activities was $604,789 for the nine months ended
September 30, 2003 and consisted primarily of borrowings on notes payable.

Net cash used in investing activities was $112,484 for the nine months ended
September 30, 2004 and consisted primarily of expenditures for product
development.

On January 16, 2004, the Company issued a Promissory Note to York Avenue
Holdings ("York") for $24,800 with interest at 5%. This loan was primarily for
working capital needs prior to the receipt of funds in the Bridge Financing. The
Company paid $18,600 in principal payments to York in March 2004. The remaining
principal balance of the note, $6,200, was paid in full in May 2004.

Effective January 20, 2004 the Company entered into a Consulting Agreement (the
"Agreement") with Gryphon Financial Securities Corporation (the "Consultant" or
the "Placement Agent") to retain the Consultant, on a non-exclusive basis, to
perform consulting services related to corporate finance, strategic investments,
capital raising, mergers and acquisitions and other financial service matters.
The term of the agreement is for one year. In consideration of the Consultant
performing these services the Company agreed to sell 2,000,000 shares of its
Common Stock to the Consultant for an aggregate purchase price of $2,000.

During February and March 2004, with Gryphon Financial Securities Corporation as
the exclusive Placement Agent, the Company raised an aggregate of $520,000 from
seven (7) accredited investors (as defined in Rule 503 under the 1933 Act) to
fund the Company's operations ("the Bridge Financing"). Investors in this Bridge
Financing received $1.00 principal amount of 7.5% Senior Subordinated Note
("Notes") and one (1) share of Common Stock for each $1.00 that they purchased.
The Notes are due on their second anniversary date, but may be extended at the
option of the Company for an additional six (6) months. The Company must issue
one share of Common Stock for each $4.00 principal and accrued interest on the
Notes that are extended.

The aggregate gross proceeds of the Bridge Financing, through September 30, 2004
were $520,000. The Company paid commissions of 8%, paid certain expenses of the
financing and realized net proceeds of approximately $448,000. In the financing,
the Company issued an aggregate of $520,000 of principal amount 7.5% senior
promissory notes having a two-year maturity. The investors in the financing also
received a total of 520,000 shares of Common Stock. The Placement Agent received
warrants to purchase an aggregate of 52,000 shares of Common Stock at an
exercise price of $1.00 per share. These warrants expire in February and March
of 2011.

From May through September 2004 and pursuant to the Consulting Agreement ("the
Agreement") with the Consultant, the Company received funds through a Private
Placement ("the Placement"). Aggregate gross proceeds of the financing through
September 30, 2004 were $1,930,000. The Company paid commissions of 8%, paid
certain expenses of the financing and realized net proceeds of approximately
$1,715,945. In the financing the Company issued an aggregate of 1,930,000 shares
of Series A Preferred Stock, with a $1.00 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 2,312,000 shares of common stock at an exercise
price of $1.00 per share with 382,000 warrants issued to the Placement Agent and
1,930,000 warrants issued to the investor. These warrants expire in May through
August of 2009.

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 consolidated financial statements have been prepared on the assumption that
the Company will continue as a going concern. 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. There can be no degree of
assurance given that the Company will be successful in completing additional
financing transactions.

The consolidated 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.
                                       13
<PAGE>

Item 3. Controls and Procedures

Within 90 days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our principal executive
officer and our principal financial officer, of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
SEC reports. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how remote.

In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of their last
evaluation.

                                       14
<PAGE>
                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

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 by Neil S. Burley, Chief Financial Officer,
                       pursuant to 18 USC Section 1350, as adopted pursuant to
                       Section 302 of the Sarbanes-Oxley Act of 2002

                  31.2 Certification by Robert Woodrow, President , Chief
                       Executive Officer and Director, pursuant to 18 USC
                       Section 1350, as adopted pursuant to Section 302 of the
                       Sarbanes-Oxley Act of 2002

                  32.1 Certifications by Robert Woodrow, President, Chief
                       Executive Officer and Director and Neil Burley, Chief
                       Financial Officer, pursuant to 18 USC Section 1350, as
                       adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                       of 2002

         b)       REPORTS ON FORM 8-K

                  (a)  On September 15, 2004 the Company filed a form 8-K, dated
                       September 15, 2004 reporting under Item 8.01 that it
                       announced the creation of its Physician Advisory Board to
                       support the Company's growth in the healthcare market

                  (b)  On October 15, 2004 the Company filed a form 8-K, dated
                       October 15, 2004 reporting under Item 5.02 the
                       appointment of William B. O'Loughlin as Executive Vice
                       President and Chief Operating Officer

                  (c)  On October 15, 2004 the Company filed a form 8-K, dated
                       October 13, 2004 reporting under Item 3.02 that it held a
                       final closing in a private placement financing that was
                       effected in two stages in order to capitalize the Company
                       post reorganization

                                       15
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


Date:   November 15, 2004               By: /s/ NEIL BURLEY
                                            ------------------------------------
                                            Neil Burley, Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)


                                       By: /s/ ROBERT WOODROW
                                           -------------------------------------
                                           Robert Woodrow, President, Chief
                                           Operating Officer and Director



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

NAME                                    TITLE                    DATE SIGNED
----                                    -----                    -----------

By: /s/ NEIL BURLEY             Chief Financial Officer        November 15, 2004
    -------------------------   (Principal Financial and
    Neil Burley                 Accounting Officer)

By: /s/ ROBERT WOODROW          President, Chief Operating     November 15, 2004
 ----------------------------   Officer and Director
 Robert Woodrow


                                       16