UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2010

Commission File
Number 1-9927

COMPREHENSIVE CARE CORPORATION

(Exact name of registrant as specified in its charter)



| |  |                                                                |  |  |  |                                  
| |  | -------------------------------------------------------------- |  |  |  | ---------------------------------
| |  | Delaware                                                       |  |  |  | 95-2594724                       
| |  | (State or other jurisdiction of incorporation or organization) |  |  |  | (IRS Employer Identification No.)

3405
W. Dr. Martin Luther King Jr. Blvd, Suite 101, Tampa, FL 33607

(Address of principal executive offices and zip
code)

(813)
288-4808

(Registrants telephone number, including area code)



| |  |  |  | 
| |  |  |  | 
| |  |  |  | 

(Former name, former address and former fiscal year, if changed since last report)

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 þ  No  ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files).

Yes  ̈  No  ̈

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



| |  |                                                   |  |                                                
| |  | ------------------------------------------------- |  | -----------------------------------------------
| |  | Large Accelerated Filer  ̈ Non-Accelerated Filer  ̈ |  | Accelerated Filer  ̈ Smaller reporting company þ

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ̈  No þ

As of November 9, 2010, there were 54,259,803 shares of registrants common stock, $0.01 par value, outstanding.



---

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q on Form 10-Q/A (this Amendment) amends the Quarterly Report on Form 10-Q of Comprehensive Care Corporation, a Delaware corporation (the
Company), for the quarter ended September 30, 2010, filed with the Securities and Exchange Commission (the Commission) on November 15, 2010 (the Original Filing). This Amendment is being filed solely to file
a complete redacted version of Exhibit 10.21 to the Original Filing, which has been augmented to include the exhibits thereto.

As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal
financial officer are filed herewith as exhibits to this Amendment. Except as described above, no attempt has been made in this Amendment to modify or update other items or disclosures presented in the Original Filing. This Amendment does not
reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events.



2



---

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

ITEM6. EXHIBITS



|              |  |                                                                                                                                                                                                                                                                                                                                                            
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                
|              | 
|4.2           |  | Form of warrant to purchase Common Stock issued by Comprehensive Care Corporation to MSO of Puerto Rico, Inc. dated September 18, 2010, incorporated by reference to Exhibit 4.2 to
our Form 10-Q for the quarterly period ended June 30, 2010 and filed August 16, 2010. (1)                                                                              
|10.21         |  | Agreement for the Provision of Services between CompCare de Puerto Rico, Inc. and MMM Healthcare, Inc. and its corporate affiliate PMC Medicare Choice, Inc. (the Registrant has
submitted an application for confidential treatment with respect to portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended)
|31.1          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)                                                                                                                                                                                                                                                     
|31.2          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)                                                                                                                                                                                                                                                     
|31.3          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                         
|31.4          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                         
|32.1          |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                                                                                                                                     
|32.2          |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                                                                                                                                     



|(1) | Previously filed.
|--- | -----------------

|(2) | Previously furnished.
|--- | ---------------------



3



---

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMPREHENSIVE CARE CORPORATION

December 17, 2010



|   |  |                                                                                   
|-- |  | ----------------------------------------------------------------------------------
|   | 
|By |  | /S/ CLARK A. MARCUS                                                               
|   |  | Clark A. Marcus Chief Executive Officer and Chairman (Principal Executive
Officer)
|   | 
|By |  | /S/ GIUSEPPE CRISAFI                                                              
|   |  | Giuseppe Crisafi Chief Financial Officer (Principal Financial Officer)            



4