UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549  FORM
10-Q/A (Amendment No. 1)  xQUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934  For the
quarterly period ended March 31, 2008  oTRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934  Commission file
number 000-29315  instaCare Corp. (Exact
name of registrant as specified in its charter)  Nevada
91-2105842(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)  2660
Townsgate Road, Suite 300 Westlake Village, California  91361 (Address
of principal executive offices)  (805) 466-1973 (Registrant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. Yes
x       No o  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.  Large
accelerated filer o                                                                            Accelerated
filer o  Non-accelerated filer o  (Do not check if a smaller reporting
company)  Smaller reporting company x Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes  o      No  x  The number of shares of Common Stock, $0.001 par value,
outstanding on April 30, 2008, was 36,831,495shares.   EXPLANATORY
NOTE  We are filing this Amendment No. 1 to
Form 10-Q to amend our Quarterly Report on Form 10-Q for the quarter ended March
31, 2008, (the Original Filing) filed on May 14, 2008, with the Securities and
Exchange Commission in order to clarify our  disclosures  in item 4T
Controls and Procedures.  The Original Filing is hereby
superseded and amended with respect to Part I, Item 4T set forth in this
Amendment No. 1.  2   PART 1  FINANCIAL INFORMATION  Item 1. Financial Statements  instaCare, Corp.Condensed Consolidated Balance
SheetsMarch 31,

December 31,2008

2007(Unaudited)

AuditedAssetsCurrent assets:Cash
$
127,505
$
4,353Accounts receivable

698,545

669,041Inventory

161,925

96,450Prepaid expenses

6,461

3,816Total current assets

994,436

773,660Fixed assets net of accumulated depreciation of $154,063 and
$145,000, respectively

27,187

36,250Other assetsDeposits

3,412

3,412Amortizable loan fees

57,293

-Total other assets

60,705

3,412Total assets
$
1,082,328
$
813,322Liabilities and Stockholders (Deficit)Current liabilities:Accounts payable
$
21,777
$
120,107Accrued liabilities

194,795

199,265Accrued interest

455,013

412,837Line of credit

449,305

467,044Demand note  related party

280

280Notes payable, current portion

182,178

181,021Convertible notes payable

1,452,688

1,377,689Total current liabilities

2,756,036

2,758,243Long-term debt, net of current portion

71,623

85,109Stockholders (deficit)Preferred stock, $0.001 par value, 3,249,000 shares
authorized, 207,526 shares issuedand outstanding as of March 31, 2008 and December 31, 2007,
respectively

207

207Preferred series A stock, $0.001 par value, 750,000 shares
authorized no sharesissued and outstanding as of March 31, 2008 and December 31,
2007, respectively

-

-Preferred series C stock, $0.001 par value, 1,000,000
shares authorized, 17,860Shares issued and outstanding as of March 31, 2008 and
December 31, 2007, respectively

18

18Preferred series D stock, $0.001 par value, 1,000 shares
authorized, no shares issuedAnd outstanding as of March 31, 2008 and December 31, 2007,
respectively

-

-Common stock, $0.001 par value, 1,750,000,000 shares
authorized, 36,831,495 and29,200,026 shares issued and outstanding as of March 31,
2008 and December 31, 2007

36,832

29,200Shares authorized and unissued, 3,700,294 as of December 31,
2007, respectively

-

3,700Additional paid in capital

17,593,241

17,353,200Dividend payable

341,825

292,392Accumulated (deficit)

(19,717,454)

(19,709,747)Total stockholders (deficit)

(1,745,331)

(2,030,030)Total liabilities and stockholders
(deficit)
$
1,082,328
$
813,322  The
accompanying notes are an integral part of these condensed consolidated
financial statements.  3    instaCare, Corp.Condensed Consolidated Statements
of Operations(Unaudited)For the Three Months EndedMarch 31,2008

2007Revenue
$
2,797,382
$
1,083,282Cost of sales

2,349,883

888,652Gross profit

447,499

194,630Expenses:General and administrative

60,745

102,557Consulting

65,293

258,267Payroll expense

120,520

53,253Professional fees

45,356

24,490Depreciation expense

9,063

11,745Total operating expenses

300,977

450,312Net operating income (loss)

146,522

(255,682)Other income (expense):Contingency for damaged product claim

-

(81,600)Finance costs

(49,474)

(9,216)Interest expense

(55,318)

(56,705)Total other income
(expense)

(104,792)

(147,521)Net income (loss)
$
41,730
$
(403,203)Add: Dividends declared on preferred stock

-

(66,250)Income (loss) available to common
stockholders
$
41,730
$
(469,453)Weighted average number of common shares
outstanding -basic and fully diluted

34,048,005

10,310,099Net income (loss) per share  basic and fully
diluted
$
0.00
$
(0.04)  The
accompanying notes are an integral part of these condensed consolidated
financial statements.  4    instaCare, Corp.Condensed Consolidated Statements
of Cash Flows(Unaudited)For the Three Months EndedMarch, 312008

2007Cash flows from operating activitiesNet income (loss)
$
41,730
$
(403,185)Adjustments to reconcile net income (loss) tonet cash provided (used) by operating
activitiesShares issued for services

73,653

79,428Shares and warrants issued for financing

46,672

-Options and warrants issued for services

12,853

203,520Amortization of share-based compensation

52,500

-Depreciation

9,063

11,745Changes in operating assets and liabilities:Accounts receivable

(29,503)

(80,704)Inventory

(65,475)

-Prepaid expenses

(2,645)

(8,545)Accounts payable

(98,330)

(78,154)Accrued liabilities

(4,470)

31,595Accrued interest

42,173

60,921Net cash provided (used) by operating
activities

78,221

(183,379)Cash flows from financing activitiesProceeds from line of credit

1,923,102

-Payments on line of credit

(1,940,840)

-Proceeds from note payable  related party

-

83,500Payments on note payable  related party

-

(48,800)Payments on notes payable

(12,330)

-Proceeds from convertible note payable

75,000

-Payments on convertible note payable

-

(25,000)Exercise of options

-

156,100Net cash provided by financing activities

44,931

165,800Net increase (decrease) in cash

123,152

(17,579)Cash  beginning

4,353

19,501Cash  ending
$
127,505
$
1,922Supplemental disclosures:Interest paid
$
11,971
$
-Income taxes paid
$
-
$
-Non-cash transactions:Shares issued for services
$
73,653
$
79,428Options and warrants issued for services
$
12,853
$
203,520Shares and warrants issued for financing
activities
$
46,672
$
-  The
accompanying notes are an integral part of these condensed consolidated
financial statements.  5   instaCare, Corp. Notes
to Condensed Consolidated Financial Statements  Note
1  Basis of presentation  The
unaudited condensed consolidated interim financial statements included herein,
presented in accordance with United States generally accepted accounting
principles and stated in US dollars, have been prepared by us, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
 Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although we believe that the disclosures are adequate to make the
information presented not misleading.  These
statements reflect all adjustments, consisting of normal recurring adjustments,
which, in the opinion of management, are necessary for fair presentation of the
information contained therein.  It is suggested that these consolidated
interim financial statements be read in conjunction with our consolidated
financial statements for the year ended December 31, 2007 and notes thereto
included in our Form 10-K.  We follow the same accounting policies in the
preparation of consolidated interim reports.  We were
organized March 2, 2001 (Date of Inception) under the laws of the State of
Nevada as ATR Search Corporation.  On June 21, 2002, we merged with
Medicius, Inc. and filed amended articles of incorporation changing our name to
CareDecision Corporation and subsequently changed our name to instaCare Corp.
effective February 17, 2005. Results
of operations for the interim periods are not indicative of annual results.  Note 2  Going
concern  We have
an accumulated deficit of $19,717,454 as of March 31, 2008. These conditions
raise substantial doubt about our ability to continue as a going concern.
 We need to obtain additional financing to fund payment of obligations and
to provide working capital for operations.  Management is seeking
additional financing, and is now looking for a merger or acquisition candidate.
 We intend to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to us.  Management believes
these efforts will generate sufficient cash flows from future operations to pay
our obligations and working capital needs.  There is no assurance any of
these transactions will occur. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
we be unable to continue as a going concern.  Note 3  Fixed
assets  Depreciation expense totaled $9,063 and $11,745 for the
three-month period ended March 31, 2008 and 2007, respectively.  6   Note 4  Notes payable  Notes
payable consisted of the following as of March 31, 2008:  Demand note from a related party, bearing interest at
9.5%
$
280Revolving line of credit, with interest being paid in shares
equal to 5% of each advance.

449,305Promissory note, Bearing interest at 9% per annum, maturing
June 20, 2010.

123,801Convertible promissory note, bearing interest at 15% per
annum, maturing March 31, 2009.

75,000Promissory note, bearing interest at 9.5% per annum, Matured
August 25, 2006, currently in default.

87,309Convertible promissory note, bearing interest at 12% per
annum, matured December 24, 2006, currently in default.

920,379Convertible promissory note, bearing interest at 1.25% per
month, maturing October 31, 2007

170,000Promissory note, bearing interest at 12% per annum, Matured
July 31, 2006, currently in default.

130,000Convertible promissory note, bearing interest at 1.5%
Monthly, maturing May 16, 2007

200,000Total notes payable

2,156,074Less current portion

2,084,451Total long-term notes payable
$
71,623  We
recorded interest expense totaling $55,318 and $56,705 during the three months
ended March 31, 2008 and 2007, respectively.  Note
5  Stockholders equity  We are
authorized to issue 5,000,000 shares of $0.001 par value preferred stock; of
which 750,000 shares are designated as Series A, 20,000 shares are designated as
Series C, and 1,000 shares are designated as Series D. We are authorized to
issue 1,750,000,000 shares of $0.001 par value common stock.  On January 2, 2008,
we issued 3,700,294 shares of common stock previously authorized.  On
January 11, 2008, we issued 400,000 shares of our common stock valued at $16,000
for consulting services. In connection with the shares, we also issued a warrant
to purchase up to 400,000 shares of our common stock at an exercise price of
$0.078 per share expiring on December 31, 2010. The fair value of the warrant
was $12,853 using the Black-Scholes valuation model.  During
the three months ended March 31, 2008, we issued 1,514,400 shares of our common
stock to Centurion Credit Resources, LLC pursuant to our financing agreement.
These shares represent a 5% financing fee for each advance received during each
of the three months ending March 31, 2008. The fair value of the shares is
$41,464, and has been recorded as financing costs at March 31, 2008.  7   We issued 216,775 shares of our common stock on January 31, 2008
pursuant to a consulting agreement with Cape McKinnon, Inc. As of March 31,
2008, we recorded consulting expense in the amount of $6,503, representing the
fair value of the shares issued. Further, we have terminated this agreement
effective as of March 31, 2008.  On
February 29, 2008, we issued 150,000 shares of our common stock to an individual
for services received pursuant to a consulting agreement. The fair value of
$1,650 has been recorded as a consulting expense as of March 31, 2008.  On
March 31, 2008, we issued 1,650,000 shares of our common stock in lieu of
compensation to our employees for services received during the three months
ended March 31, 2008. The fair value of the shares in the amount of $49,500 has
been recorded as payroll expense.  Note
6  Warrants and options  On
February 7, 2008, 1,293,750 warrants issued to Mercater Momentum Fund, LP and
Monarch Pointe Fund Ltd. and Pylon Management expired.  On
January 11, 2008, we issued 400,000 warrants with an exercise price of $0.078
per share for consulting services. The warrants expire on December 31, 2010. The
fair market value of the warrants based on the Black-Scholes model is $12,853
using the following assumptions: Strike Price $0.078; Stock Price $0.04;
Volatility 167%; Term 2.75 years; Dividend Yield 0%; Interest Rate 2.61%.
 As of March 31, 2008, we have recorded consulting expense in the amount of
$12,853.  On
March 1, 2008, we issued a warrant to purchase 7,500,000 shares of our common
stock with an exercise price of $0.03 pursuant to of loan agreement. The fair
market value of the warrants based on the Black-Scholes model is $62,501 using
the following assumptions: Strike Price $0.003; Stock Price $0.00; Volatility
171%; Term 2.75 years; Dividend Yield 0%; Interest Rate 1.87%. As of March 31,
2008, we have recorded financing expense in the amount of $5,208 and amortizable
loan fees of $57,293 to be amortized over the one year term of the note.  A
summary of outstanding stock options and warrants as of March 31, 2008 is as
follows:  Options


WarrantsOutstanding
01/01/08
825,000
$
1.73
2,662,090
$
1.03Granted
-

-
7,900,000

0.03Cancelled
-

-
(1,293,750)

1.99Exercised
-

-
-

-Outstanding
3/31/08
825,000
$
1.73
9,268,340
$
0.05   8   FORWARD-LOOKING STATEMENTS  This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact are forward-looking statements for
purposes of federal and state securities laws, including, but not limited to,
any projections of earnings, revenue or other financial items; any statements of
the plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or belief;
and any statements of assumptions underlying any of the foregoing.  Forward-looking statements may include the words may, could,
estimate, intend, continue, believe, expect or anticipate or other
similar words. These forward-looking statements present our estimates and
assumptions only as of the date of this report. Accordingly, readers are
cautioned not to place undue reliance on forward-looking statements, which speak
only as of the dates on which they are made. We do not undertake to update
forward-looking statements to reflect the impact of circumstances or events that
arise after the dates they are made. You should, however, consult further
disclosures we make in future filings of our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well as
any forward-looking statements, are subject to change and inherent risks and
uncertainties. The factors impacting these risks and uncertainties include, but
are not limited to:  · increased competitive pressures from existing competitors and new
entrants  · increases in interest rates or our cost of borrowing or a default
under any material debt agreements  · deterioration in general or regional economic conditions;  · adverse state or federal legislation or regulation that increases
the costs of compliance, or adverse findings by a regulator with respect to
existing operations;  · loss of customers or sales weakness;  · inability to achieve future sales levels or other operating
results;  · the unavailability of funds for capital expenditures and/or
general working capital;  · operational inefficiencies in distribution or other systems;  · our ability to recruit and hire key employees;  · the inability of management to effectively implement our
strategies and business plans; and  · the other risks and uncertainties detailed in this report.  For a
detailed description of these and other factors that could cause actual results
to differ materially from those expressed in any forward-looking statement,
please see Risk Factors in this document and in our Annual Report on Form 10-K
for the year ended December 31, 2007.  9   Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.  Overview of Current Operations  We are a publicly-traded distributor of life-saving prescription
drugs and diagnostics to several channels in the healthcare industry, a Wi-Fi
PDA technology provider to the lodging industry, and a developer of
patent-pending technologies for e-health and EMR applications that we employ to
leverage and add value to our prescription drug and diagnostics business.
 Our proprietary ResidenceWare, MD@Hand and Practice Probe technologies
manage critical data, enhance productivity and e-commerce, and facilitate
communication with applications in the healthcare, medical distribution and
hotel/motel markets and industries. We have recently focused our business
attention towards providing prescription drugs and medical diagnostics through
several medical distribution channels.  During the next 12 months we plan to continue to focus our efforts
on the following primary businesses:  · Providing medical communication devices based on networks of
personal digital assistants (PDA). These products are believed to provide
benefits of on demand medical information to private practice physicians,
licensed medical service providers such as diagnostic testing laboratories, and
medical insurers;  · The distribution of medical diagnostic products primarily aimed at
institutions that service patients with diabetic and asthma related diseases and
ailments. Our current market focus for these products is the long term care
sector of the larger healthcare market, however we plan to expand into
additional sectors where we can service certain chronic ambulatory disease
states;  · The distribution and fulfillment of prescriptions for ethical
pharmaceuticals primarily aimed at the indigent and uninsured sectors of the
greater medical service markets. Our first market focus for these products will
be those state Medicaid and Federally chartered clinics (and initiatives) where
funding for pharmaceutical fulfillment enterprises exists;  · Building electronic commerce networks based on personal digital
assistants (PDA) to the hotels, motels and single building, multi-unit apartment
buildings with a desire to offer local advertising and electronic services to
their tenants/guests; and  · Enter the medical distribution management markets with software
that manages decision, control, audit and fulfillment.  Seasonality  We have completed 13 quarters of operation of our prescription
drug and diabetes diagnostics businesses. Our experiences point to a business
that displays certain seasonal trends.  In each of the last two operating
years our order intake was concentrated in the first five months of the calendar
year and to an identifiable but lesser degree in the last two months of the
calendar year.  One explanation is that these months correspond with the
beginning of a prescription drug plan year where new prescription drug cards are
distributed by insurers to their insured in January along with new plan
formularies (price schedules).  This in turn trends to influence stocking
up buying/ordering behavior on the part of the insured.  10   Results
of Operations for the three months ended March 31, 2008 and 2007
compared.  The following tables summarize selected items from the statement
of operations for the three months ended March 31, 2008 compared to the three
months ended March 31, 2007.  INCOME:  For the three months ended
March 31,

Increase (Decrease)2008

2007

$

%Revenue
$
2,797,382
$
1,083,282
$
1,714,100

158%Cost of
Sales

2,349,883

888,652

1,461,231

164%Gross
Profit

447,499

194,630

252,869

130%Gross Profit
Percentage of Sales

16%

18%



(2%)  Revenue  Our revenue for the three months ended March 31, 2008 was
$2,797,382 compared to revenue of $1,083,282 in the three months ended March 31,
2007.  This resulted in an increase in revenue of $1,714,100, or 158%, from
the same period a year ago.  The increase in revenue over the three months
ended March 31, 2007 was a result of our market focus towards the direct sale of
diabetic test strips and medical-surgical products into several prescription
drug channels.  Cost
of sales / Gross profit percentage of sales  Our cost of sales for the three months ended March 31, 2008 was
$2,349,883, an increase of $1,461,231, or 164% from $888,652 for the three
months ended March 31, 2007.  The increase in cost of sales during the
current period was expected due to our increased sales over the prior quarter
and an increase in our direct to patient market sales.  Gross profit as a percentage of sales decreased from 18% for the
three months ended March 31, 2007 to 16% for the three months ended March 31,
2008.  The decrease in gross profit margin was caused by a change in our
product mix whereby we increased our sales levels in medical surgical sales
markets to extended care facilities, which historically have a lower profit
margin.  11   EXPENSES:  For the Three Months Ended
March 31,2008

2007

Increase / (Decrease)Amount

Amount

$

%Expenses:General
& administrative expenses
$
60,745
$
102,557
$
(41,812)

(41%)Consulting
services

65,293

258,267

(192,974)

(75%)Payroll
expense

120,520

53,253

67,267

126%Professional
fees

45,356

24,490

20,866

85%Depreciation

9,063

11,745

(2,682)

(23%)Total
expenses

300,977

450,312

(149,335)

(33%)Net operating
income (loss)

146,522

(255,682)

(402,204)

(157%)Other income
(expense):Loss
contingency

-

(81,600)

-

-Financing
costs

(49,474)

(9,216)

40,258

437%Interest
(expense)

(55,318)

(56,705)

(1,387)

(2%)Net income
(loss)
$
41,730
$
(403,203)
$
444,933

110%  General and Administrative Expenses  General and administrative expenses for the three months ended
March 31, 2008 were $60,745, a decrease of $41,812, or 41%, from $102,557 for
the three months ended March 31, 2007.  We have focused our business
development towards targeted market areas for our diabetic testing products, as
a result of this focused agenda, we have been able to streamline overhead
utilizing only those resources that directly attribute to our sales growth
thereby allowing us to eliminate unnecessary general and administrative
expenditures. It is the goal of management to continue efforts in limiting
redundant overhead.  Consulting Services  We have historically relied on outside consultants for assistance
in business development and sales. As we are becoming more seasoned in our
pharmaceutical product lines, we have been able to limit the amount of outside
services required to build and maintain our market share, evidenced by our
decrease in consulting services for the three months ended March 31, 2008.
 During this quarter we expended $65,293 for consulting services compared
to $258,267 for the three months ended March 31, 2007, representing a decrease
of 75% over the previous period.  Payroll expense  We currently staff five full-time positions. Each of which, assist
in sales, marketing and administrative support.  We have made tremendous
efforts to maintain cash-flow through a reduction in salaries and wages. During
the three months ended March 31, 2008 our payroll expense was comprised of cash
totaling $18,250 and equity compensation of $102,000 compared to $53,253 in cash
for the comparable period in 2007. Currently, our labor expense is approximately
4% of our total revenue. As our sales continue to grow, we anticipate our
payroll expense will also increase at a pro rata rate.  12   Professional Fees  Our professional fees consist of legal, accounting and expenses
associated with being a fully reporting public company. Our fees for these
services increased by $20,866 compared to the three months ended March 31, 2008
as a result of increased accounting and audit fees. We anticipate these fees to
remain stable throughout the upcoming year with slight decreases in the second
and third quarters. Historically, professional fees are greater during the first
quarter of our fiscal due to annual regulatory filing requirements.  Depreciation  Depreciation for the three months ended March 31, 2008 was $9,063,
a decrease of $2,682 from $11,745 for the three months ended March 31, 2007.
 The decrease in depreciation is the expected result of assets reaching
their expected useful lives.  Total Expenses  Our operating expenses decreased $149,335 overall for the three
months ended March 31, 2008 compared to $450,312 for the three months ended
March 31, 2007.  Our streamlined operational environment and limitations on
the use of outside consultants has allowed for the decrease in total operational
costs.  Net
Operating Income (Loss)  We had net operating income in the amount of $146,522 for the
three months ended March 31, 2008, versus a net operating loss of $255,682 for
the three months ended March 31, 2007.  As we maintain our business focus
toward building sales and minimizing unnecessary overhead, we are hopeful to
continue with positive earnings results.  Financing Costs  Financing costs for the three months ended March 31, 2008 were
$49,474, an increase of $40,258, or 437%, from $9,216 for the three months ended
March 31, 2007.  Our financing costs have increased substantially as a
result of our revolving line of credit with Centurion Credit Resources LLC. This
agreement allows us the necessary capital to finance and turn our inventory
creating an ability to generate revenue we had not previously had due to our
significant deficiencies in working capital. Our agreement with Centurion
requires an interest payment equal to 5% of each advance. Interest payments are
paid to Centurion in shares of our common stock. The ability to pay in shares
allows us to build our own working capital through the gross profit received on
each sale with the anticipation of limiting the necessity for future working
capital financing.  Interest Expense  Our interest expense has remained fairly consistent at $55,318
with the comparable period one year ago. Until such time as we are able to pay
down or convert our existing debt, we anticipate a continued expense of this
amount throughout the upcoming year.  Net
Income (Loss)  We achieved net income for the three months ended March 31, 2008
in the amount $41,730, an increase of $444,933 from our previous year net loss
of $403,203. The decrease in net loss and our resulting profit was attributable
to our overall decrease in general and administrative expenses and consulting
fees during the quarter, as noted above.  13   Liquidity and Capital Resources  A critical component of our operating plan impacting our continued
existence is the ability to obtain additional capital through additional equity
and/or debt financing. We do not anticipate generating sufficient positive
internal operating cash flow until such time as we can deliver our product to
market, complete additional financial service company acquisitions and generate
substantial revenues, which may take the next few years to fully realize. In the
event we cannot obtain the necessary capital to pursue our strategic plan, we
may have to cease or significantly curtail our operations. This would materially
impact our ability to continue operations.  The following table summarizes our current assets, liabilities and
working capital at March 31, 2008 compared to December 31, 2007.  March 31, 2008

December 31, 2007

Increase / (Decrease)$

%Current Assets
$
994,436
$
773,660
$
220,776

29%Current Liabilities

2,756,036

2,758,243

(2,207)

(0.1%)Working Capital
Deficit
$
1,761,600
$
1,984,583

(22,983)  Internal and External Sources of Liquidity  MAG
Entities Agreement  On February 7, 2005, we entered into agreements with Mercator
Momentum Fund, LP and Monarch Pointe Fund, Ltd. (collectively, the Purchasers)
and Mercator Advisory Group, LLC (MAG). Under the terms of the agreement, we
agreed to issue and sell to the Purchasers, and the Purchasers agreed to
purchase from the Company, 20,000 shares of Series C Convertible Preferred
Stock at $100.00 per share. Additionally, we issued 1,250,000 warrants to
purchase share of our common stock at $1.60 per share, all of the warrants
expired on February 7, 2008. To date, MAG has converted 2,140 shares of their
Series C preferred into 1,372,901 shares of our restricted common stock.  Pinnacle Investment Partners, LP Promissory Note  On March 24, 2004, we entered into a Secured Convertible
Promissory Note with Pinnacle Investment Partners, LP for the principal amount
of $700,000 with an interest rate of 12% per annum.  On February 10, 2005
we entered into a note extension agreement whereby Pinnacle agreed to advance an
additional $400,000 and extend the maturity until April 24, 2006. On July 1,
2006, we entered into a second extension of the note which matured on December
24, 2006. We are accruing interest at a default rate of 12% per annum. The note
is convertible at a rate of $0.30 per share and has been secured by 2,212,500
shares of our common stock which can be sold by the lender as a means to repay
the balance due. As of March 31, 2008, Pinnacle has sold 924,948 escrow shares
valued at $406,215 which has been applied to accrued interest and the principal
balance of the note.  Since August 3, 2006, the Company has not had contact with any of
the Pinnacle fund management or attorney in fact.  We have not delivered
the shares called for under the July 1, 2006 extension after being advised by
the fund management to stand still.  14   Promissory Notes with Dennis Cantor and Novex
International  On May 23, 2006, we entered into a promissory note with Dennis
Cantor and Novex International for the principal amount of $255,000.
 Pursuant to the note we promised to pay Dennis Cantor and Novex
International the sum of $255,000 together with interest at a rate of one half
of one percent (0.5%) every ten days beginning on May 23, 2006 and running
through the maturity date of June 30, 2006.  In the case of a default in
payment of principal, all overdue amounts under the note shall bear a penalty
obligation at a rate of twelve percent (12%) per annum accruing from the
maturity date.  On July 1, 2006, we extended the note to July 31, 2006.
 We have made principal payments of $125,000. As of March 31, 2008, the
remaining principal balance was $130,000.  Convertible Loan Payment Agreement  On July 17, 2006, we entered into a convertible loan payment
agreement with Wayne G. Knapp wherein Mr. Knapp agreed to loan the Company the
sum of $200,000.  The loan is for 120 days.  On October 17, 2006, we
renewed the note.  On January 17, 2007, the parties verbally agreed to a
renewal that expires on May 16, 2007.  The note accrues monthly interest at
a rate of 1.50% and the interest is payable quarterly in cash. The total amount
owing pursuant to the agreement, was convertible at the option of Mr. Knapp at
any time from July 17, 2006 until November 30, 2006, at the strike price equal
to $0.32 per share or 90% of the final bid price of our common stock on the day
prior to conversion with a floor price of $0.10 per share.  We renewed Mr.
Knapps conversion option on January 17, 2007.  We also issued Mr. Knapp a
warrant to purchase 50,000 shares of our common stock at $0.32 per share through
December 31, 2008.  Mr. Knapp exercised his option on March 30, 2007.  Centurion Credit Resources  On November 17, 2007, we entered into an agreement with Centurion
Credit Resources, LLC to secure a $1,000,000 revolving credit facility that is
geared specifically to our business. This facility, offered to us at market
credit rates. Terms of the credit facility allow us to increase the available
credit in increments of $250,000 as our business grows. We drew down on this
credit line for the first time on November 30, 2007 and have subsequently
accomplished forty three (43) additional draw downs through March 31, 2008.
 We believe that this facility will adequately finance our at home diabetes
diagnostics business through revenues rates of $7.5 million per quarter, and
with the added credit increments offered, through $12.5 million per quarter. We
are also entertaining additional proposed credit facilities with various hedge
funds, commercial banks and a religious fund.  Cragmont Capital, LLC  On March 1, 2008, we entered into a Convertible Promissory Note
Purchase Agreement with Cragmont Capital, LLC (Cragmont) wherein Cragmont
agreed to loanthe Company an aggregate sum of $250,000.  As of
March 31, 2008, we have received $75,000. The loan is for one year, maturing on
February 28, 2009.  The total amount owing pursuant to the agreement, is
convertible at the option of the lender, at a strike price equal to $0.015 per
share. Further we have agreed to issues 100 warrants with a strike price of
$0.03 expiring on December 31, 2010 for every dollar loaned by Cragmont. During
the three months ended March 31, 2008, we have terminated our relationship with
Cragmont.  15   Cash Flow.Since inception, we have primarily financed our
cash flow requirements through the issuance of common stock, the issuance of
notes and sales generated income. With the growth of our current business in
2008 we may, during our normal course of business, experience net negative cash
flows from operations, pending receipt of revenue which often are delayed as a
result of the nature of the healthcare industry. Further, we may be required to
obtain financing to fund operations through additional common stock offerings
and bank or other debt borrowings, to the extent available, or to obtain
additional financing to the extent necessary to augment our available working
capital.  Satisfaction of our cash obligations for the next 12 months.  As of March 31, 2008, our cash balance was $127,505. Our plan for
satisfying our cash requirements for the next twelve months is through
additional equity, third party financing, and/or debt financing.  We
anticipate sales-generated income during that same period of time, but do not
anticipate generating sufficient amounts of positive cash flow to meet our
working capital requirements. Consequently, we intend to make appropriate plans
to insure sources of additional capital in the future to fund growth and
expansion through additional equity or debt financing or credit facilities.  As we expand operational activities, we may continue to experience
net negative cash flows from operations, pending receipt of sales or development
fees, and will be required to obtain additional financing to fund operations
through common stock offerings and debt borrowings to the extent necessary to
provide working capital.  We received a substantial number of sales orders
and refill orders beginning in mid-September 2006 which we could not fill.
 It was not until the company entered into the agreement with Centurion
Credit Resources, LLC that the company could fill orders for patients and
customers on a continuous basis. Until the Centurion credit line was put in
place we managed to keep a small portion of our distribution activities going
when our limited resources allowed us.  Given our recent operating history, predictions of future
operating results difficult to ascertain. The recent addition of a credit line
has helped but we have found it increasingly difficult to transact commerce in
the very cash intensive prescription drug industry.  Thus, our prospects
must be considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stages of commercial viability,
particularly companies in new and rapidly evolving technology markets. Such
risks include, but are not limited to, an evolving and unpredictable business
model and the management of growth. To address these risks we must, among other
things, implement and successfully execute our business and marketing strategy,
continue to develop and upgrade technology and products, respond to competitive
developments, and continue to attract, retain and motivate qualified personnel.
There can be no assurance that we will be successful in addressing such risks,
and the failure to do so can have a material adverse effect on our business
prospects, financial condition and results of operations.  Expected purchase or sale of plant and significant
equipment.  We do not anticipate the purchase or sale of any plant or
significant equipment; as such items are not required by us at this time.  16   Going Concern  The financial statements included in this filing have been
prepared in conformity with generally accepted accounting principles that
contemplate the continuance of the Company as a going concern. The Company's
cash position is currently inadequate to pay all of the costs associated with
testing, production and marketing of products. Management intends to use
borrowings and security sales to mitigate the effects of its cash position,
however no assurance can be given that debt or equity financing, if and when
required will be available. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets
and classification of liabilities that might be necessary should the Company be
unable to continue existence.  Off-Balance Sheet Arrangements  We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material to
investors.  Critical Accounting Policies and Estimates  Stock-based Compensation:In December 2004, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standard No. 123 (revised 2004) Share-Based Payment (SFAS 123R), which is a
revision of FASB Statement No. 123, Accounting for Stock-Based Compensation.
Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally,
the approach in Statement 123R is similar to the approach described in Statement
123.  However, Statement 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values. Pro forma disclosure is no longer
an alternative.  Recent Accounting Developments  In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities (SFAS
No. 159). SFAS No. 159 allows the company to choose to measure many
financial assets and financial liabilities at fair value. Unrealized gains and
losses on items for which the fair value option has been elected are reported in
earnings. SFAS 159 is effective for fiscal years beginning after November 15,
2007. The adoption of SFAS 159 is not expected to have a material impact on our
financial position, results of operation or cash flows.  In December 2007, the FASB issued SFAS No. 160, Non-controlling
Interests in Consolidated Financial Statements. This statement amends ARB 51 to
establish accounting and reporting standards for the non-controlling (minority)
interest in a subsidiary and for the de-consolidation of a subsidiary. It
clarifies that a non-controlling interest in a subsidiary is equity in the
consolidated financial statements. SFAS No. 160 is effective for fiscal years
and interim periods beginning after December 15, 2008. The adoption of SFAS 160
is not expected to have a material impact on our financial position, results of
operation or cash flows.  In December 2007, the FASB issued SFAS No. 141 (Revised),
Business Combinations. SFAS 141 (Revised) establishes principals and
requirements for how an acquirer of a business recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
and any non-controlling interest in the acquiree. This statement also provides
guidance for recognizing and measuring the goodwill acquired in the business
combination and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. The guidance will become effective for the fiscal year
beginning after December 15, 2008. The adoption of SFAS 141(Revised) is not
expected to have a material impact on our financial position, results of
operation or cash flows.  17   Item 3.Quantitative and Qualitative Disclosures about Market Risk.  Not applicable.  Item 4T. Controls and Procedures.  Evaluation of Disclosure Controls and
Procedures  Disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) are designed to ensure that information required to be disclosed in reports
filed or submitted under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in SEC rules and forms and that
such information is accumulated and communicated to management, including the
chief executive officer and the chief financial officer, to allow timely
decisions regarding required disclosures.  In connection with the
preparation of this Report, Keith Berman, our Chief Financial Officer, conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of March 31, 2008. Based on that evaluation our Chief
Financial Officer has concluded that our disclosure controls and procedures were
ineffective as of March 31, 2008. Our remediation of the deficiency entailed
engaging the services of an independent third party with expertise in regulatory
compliance requirements for smaller public companies. All subsequent filings
will be reviewed for accuracy and completeness prior to submission.  Changes in Internal Control Over Financial
Reporting  As a result of our material weakness at December 31, 2007, we have
made changes in our internal control over financial reporting during the first
quarter of fiscal 2008. We have incorporated additional procedures in our
internal control policies which include the utilization of our entire staff to
provide appropriate checks and balances over all key financial reporting
functions that could potentially have a material impact on our financial
statements. Further, we have engaged an outside consulting firm to assist us in
implementing additional controls to improve our overall control processes.
Through our review and assessment of our remediation conducted during the first
fiscal quarter of 2008 management has concluded our internal controls over
financial reporting were effective at March 31, 2008.  PART
II--OTHER INFORMATION  Item 1.  Legal Proceedings.  We transact commerce in several medical products market
channels. We also transact electronic commerce moving confidential medical data
through our proprietary medical information technology devices and networks.
Healthcare is a very litigious industry. The industry is also very intertwined.
From time to time, we may become involved in claims and litigation that arise
out of the normal course of business or the normal course of the business of our
suppliers, payors, partners, patients and customers. Other than as noted
below there are no pending matters at the current time that in managements
judgment may be considered potentially material to us  instaCare Corp. vs. Ronald Kelly, et. al. (Kelly)  In July of 2005, the Company filed a complaint in the United
States District Court, for the Central District of California (Case Number CV
05-4932-RSWL), against Ronald Kelly, Linda R. Kelly, Kimberly Kelly, and Kelly
Company World Group, Inc., seeking damages for:  18   1. Fraud;  2. Declaratory Relief;  3. Breach of Fiduciary Duty;  4. RICO violations;  5. Injunctive Relief;  6. Conversion;  7. Breach of Contract/Breach of Corporate Merger Agreement; and  8. Accounting and Ancillary Relief.  On December 18, 2006, the United States District Court, for the
Central District of California ordered, adjudged and decreed that the Company
shall have judgment against Kelly in the amount of $200,000, pursuant to the
stipulation of the parties.  In addition, pursuant to a mutual release agreement executed by
both parties, Kelly waived any right, claim or ownership interest in any shares
of common stock of the Company.  Kelly returned 31,958,000 (pre-reverse
split) shares of common stock to the Company which were placed in one of the
Companys majority owned subsidiaries.  instaCare Corp. vs. Investor Relations Services Inc. (IRS),
Summit Trading, Ltd. (STL)  In August of 2005, the Company filed suit in the Superior Court
for the State of California (Case Number BC337976) against IRS and STL, seeking
Declaratory Relief and rescission of the alleged December 2004 agreements
between the Company and IRS/STL.  The complaint also sought damages for
Intentional Interference with an Advantageous Business Relationship as a result
of actions taken by IRS/STL.  On January 17, 2007, the Superior Court for the State of
California in Los Angeles County rendered its tentative decision against
Investors Relations Services and Summit Trading, Ltd., finding that the December
2004 agreements were never submitted to the Board of Directors, were never
approved or authorized by the Board of Directors, and that the Company has no
obligations to either IRS or STL.  In March 2007, the Company filed a
motion with the Superior Court for the State of California for reimbursement of
attorneys fees and costs. We continue to pursue collection avenues.     19   Item 1A. Risk Factors.  Risks Relating To Our Business and Marketplace  Our history of operating losses, coupled with deficiencies
in working capital, could delay our growth and result in the loss of your
investment.  Our prospects must be considered in light of the risks, expenses
and difficulties frequently encountered by companies with constrained working
capital and a history of operating losses. Such risks include, but are not
limited to, dependence on the growth of use of electronic medical information
and services, the adoption of PDA based Internet appliances for the transmission
and display of medical information, the need to establish our brand name, the
ability to establish a sufficient client base, the level of use of medical
providers and the management of growth. To address these risks, we must maintain
and increase our customer base, implement and successfully execute our business
and marketing strategy, continue to develop and improve our point of care
software and patient processing system, provide superior customer service,
respond to competitive developments and attract, retain, and motivate qualified
personnel. There can be no assurance that we will be successful in addressing
such risks, and the failure to do so could lead to an inability to meet our
financial obligations and therefore result in bankruptcy and the loss of your
entire investment in our common shares.  We have historically lost money and losses are expected to
continue in the near future, which means that we may not be able to continue
operations unless we obtain additional funding.  We have historically lost money.  We had an accumulated
deficit as of March 31, 2008, and December 31, 2007 of $19,717,454 and
$19,709,747, respectively. In addition, our operating activities have been
financially sustained by capital contributions. Future losses are likely to
occur. Accordingly, we may experience significant liquidity and cash flow
problems if we are not able to raise additional capital as needed and on
acceptable terms. Thus, from time to time we might need to turn to the capital
markets to obtain additional financing to fund payment of obligations and to
provide working capital for operations. No assurances can be given that we will
be successful in reaching or maintaining profitable operations.  We have been dependent on a small number of major customers
to support our prescription drug distribution plan and to refer direct to
patient business.  In fiscal 2007 our four largest customers accounted for
approximately 98% of our net sales and in the first quarter of 2008 these four
customers accounted for approximately 92% of our net sales. We expect that a
small but growing number of customers will continue to account for a substantial
majority of our sales and that the relative dollar amount and mix of products
sold to these customers can change significantly from year to year and how we
are paid for business generated, assigned and referred by these customers can
change as well. There can be no assurance that our major customers will continue
to purchase products or refer business to us at current levels, or that the mix
of products purchased will be in the same ratio. The loss of our largest
customers, who not only buy product directly, but also refer substantial direct
to patient business upon which we accept assignment or may provide direct
billing and collection services or accept medical assignment for direct to
patient business, or a decrease in product sales would have a material adverse
effect on our business and financial condition.  20   Our internal controls may be inadequate, which could cause
our financial reporting to be unreliable and lead to misinformation being
disseminated to the public.  Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. As defined in Exchange Act
Rule 13a-15(f), internal control over financial reporting is a process designed
by, or under the supervision of, the principal executive and principal financial
officer and effected by the board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company, and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements.  We have one individual performing the functions of all officers
and directors. This individual is responsible for monitoring and ensuring
compliance with our internal control procedures. As a result, our internal
controls may be inadequate or ineffective, which could cause our financial
reporting to be unreliable and lead to misinformation being disseminated to the
public. Investors relying upon this misinformation may make an uninformed
investment decision.  We may not be able to retain our key personnel or attract
additional personnel, which could affect our ability to generate revenue
sufficient to continue as a going concern diminishing your return on investment.  Our performance is substantially dependent on the services and on
the performance of our Management. instaCare is, and will be, heavily dependent
on the skill, acumen and services of our CFO, Secretary and Treasurer, Keith
Berman and our Chairman Robert Jagunich. Our performance also depends on our
ability to attract, hire, retain and motivate our officers and key employees.
The loss of the services of our executives could result in lost revenue
depending on the length of time and effort required to find a qualified
replacement. We have not entered into long-term employment agreements with our
key personnel and currently have no "Key Employee" life insurance policies.  Our future success may also depend on our ability to identify,
attract, hire, train, retain and motivate other highly skilled technical,
managerial, marketing and customer service personnel. Competition for such
personnel is intense, and there can be no assurance that we will be able to
successfully attract, assimilate or retain sufficiently qualified personnel. If
we are unable to attract, retain, and train the necessary technical, managerial,
marketing and customer service personnel, our expectations of increasing our
clientele could be hindered, and the profitability of instaCare reduced.  We could be subject to breach of warranty claims if our
software products, information technology systems or transmission systems
contain errors, experience failures or do not meet customer expectations.  We could face breach of warranty or other claims or additional
development costs if the software and systems we sell or license to customers or
use to provide services contain undetected errors, experience failures, do not
perform in accordance with their documentation, or do not meet the expectations
that our customers have for them. Undetected errors in the software and systems
we provide or those we use to provide services could cause serious problems for
which our customers may seek compensation from us. We attempt to limit, by
contract, our liability for damages arising from negligence, errors or mistakes.
However, contractual limitations on liability may not be enforceable in certain
circumstances or may otherwise not provide sufficient protection to us from
liability for damages.  21   Our auditors have expressed substantial doubt as to our
ability to continue as a going concern.  Due to our increasing deficit and our lack of revenue sufficient
to support existing operations, there is substantial doubt about our ability to
continue as a going concern. We may need to obtain additional financing in the
event that we are unable to realize sufficient revenue. We may incur additional
indebtedness from time to time to finance acquisitions, provide for working
capital or capital expenditures or for other purposes There can be no assurance
that we will have funds sufficient to continue operations, and the failure to do
so could lead to an inability to meet our financial obligations and therefore
result in bankruptcy and the loss of your entire investment in instaCare's
common shares.  Risks Relating To Our Common Stock  If we fail to remain current on our reporting requirements,
we could be removed from the OTC Bulletin Board, which would limit the ability
of broker-dealers to sell our securities and the ability of stockholders to sell
their securities in the secondary market.  Companies trading on the OTC Bulletin Board, such as us, generally
must be reporting issuers under Section 12 of the Securities Exchange Act of
1934, as amended, and must be current in their reports under Section 13, in
order to maintain price quotation privileges on the OTC Bulletin Board.
 More specifically, NASD has enacted Rule 6530, which determines
eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer
to be current in its filings with the Commission.  Pursuant to Rule
6530(e), if we file our reports late with the Commission three times in a
two-year period or our securities are removed from the OTC Bulletin Board for
failure to timely file twice in a two-year period then we will be ineligible for
quotation on the OTC Bulletin Board.  We filed our Form 10-QSB for the
periods ended June 30, 2006 and September 30, 2006 late, therefore, one more
late filing will result in de-quotation from the OTC Bulletin Board.  As a
result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary
market.  Because our common stock is deemed a low-priced Penny
stock, an investment in our common stock should be considered high risk and
subject to marketability restrictions.  Since our common stock is a penny stock, as defined in Rule 3a51-1
under the Securities Exchange Act, it will be more difficult for investors to
liquidate their investment even if and when a market develops for the common
stock. Until the trading price of the common stock rises above $5.00 per share,
if ever, trading in the common stock is subject to the penny stock rules of the
Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules
require broker-dealers, before effecting transactions in any penny stock,
to:  · Deliver to the customer, and obtain a written receipt for, a
disclosure document;  · Disclose certain price information about the stock;  · Disclose the amount of compensation received by the broker-dealer
or any associated person of the broker-dealer;  · Send monthly statements to customers with market and price
information about the penny stock; and  · In some circumstances, approve the purchasers account under
certain standards and deliver written statements to the customer with
information specified in the rules.  22   Consequently, the penny stock rules may restrict the ability or
willingness of broker-dealers to sell the common stock and may affect the
ability of holders to sell their common stock in the secondary market and the
price at which such holders can sell any such securities. These additional
procedures could also limit our ability to raise additional capital in the
future.  Recent and possible future issuances of common stock will
have a dilutive affect on existing stockholders.  instaCare is authorized to issue up to 1,750,000,000 Shares of
common stock.  As of March 31, 2008, there were 36,831,495 shares of common
stock issued and outstanding. Additional issuances of common stock may be
required to raise capital, to acquire stock or assets of other companies, to
compensate employees or to undertake other activities without stockholder
approval. These additional issuances of common stock will increase outstanding
shares and further dilute stockholders' interests. Because our common stock is
subject to the existing rules on penny stocks and thinly traded, a large sale of
stock, such as the shares we seek to have registered via this registration
statement, may result in a large drop in the market price of our securities and
substantially reduce the value of your investment.  Our common stock has been relatively thinly traded, may
experience high price volatility and we cannot predict the extent to which a
trading market will develop.  Our common stock has traded on the Over-the-Counter Bulletin
Board. Our common stock is thinly traded compared to larger more widely known
companies in our industry. Thinly traded common stock can be more volatile than
common stock trading in an active public market. We cannot predict the extent to
which an active public market for the common stock will develop or be sustained
after this offering.  FINRA sales practice requirements may also limit a
stockholder's ability to buy and sell our stock.  In addition to the penny stock rules described above, FINRA has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.  Item 2.  Unregistered Sales of Equity Securities and Use
of Proceeds.  During the three months ended March 31, 2008, we issued a total of
1,514,400 shares of our restricted common stock to Centurion Credit Resources as
financing fees in connection with our line of credit as follows:  Issuance
Date

Number of SharesJanuary 2,
2008

446,701January 4,
2008

4,423January 31,
2008

648,630February 29,
2008

384,963March 31,
2008

480,807   23   We believe that the issuance of the shares to Centurionwas exempt
from the registration and prospectus delivery requirements of the Securities Act
of 1933 by virtue of Section 4(2). The recipient of the shares was
afforded an opportunity for effective access to files and records of the Company
that contained the relevant information needed to make its investment decision,
including the Companys financial statements and 34 Act reports. We reasonably
believe that the recipient, immediately prior to issuing the shares, had such
knowledge and experience in our financial and business matters that it was
capable of evaluating the merits and risks of its investment. The recipient had
the opportunity to speak with our chief financial officer and directors on
several occasions prior to its investment decision.  On January 2, 2008, we issued 750,000 shares of our common stock
to employees for services rendered to the Company to the following service
provider:  Name
Number
of SharesAlan Binder
250,000Dale Richter
250,000Shabnam Shahrabi
100,000Frank Schwenden
150,000  The above shares issued were registered in a Registration
Statement on Form S-8POS filed on August 31, 2007.  On January 4, 2008, we issued 1,250,000 shares of our restricted
common stock to our chief financial officer for services provided to the
Company. We believe that the issuance of the shares was exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
by virtue of Section 4(2). The recipient of the shares was an officer and
director of the Company at the time of the issuance, which afforded him an
opportunity for effective access to files and records of the Company that
contained the relevant information needed to make his investment decision,
including the Companys financial statements and 34 Act reports. We reasonably
believe that the recipient, immediately prior to issuing the shares, had such
knowledge and experience in our financial and business matters that he was
capable of evaluating the merits and risks of his investment.  On January 4, 2008, we issued 1,250,000 shares of our restricted
common stock to Michael Petras, an affiliate to Robert Jagunich, our Chairman,
for services provided to the Company. We believe that the issuance of the shares
was exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2). The recipient of the
shares was afforded an opportunity for effective access to files and records of
the Company that contained the relevant information needed to make his
investment decision, including the Companys financial statements and 34 Act
reports. We reasonably believe that the recipient, immediately prior to issuing
the shares, had such knowledge and experience in our financial and business
matters that he was capable of evaluating the merits and risks of his
investment. The recipient had the opportunity to speak with our chief financial
officer and directors on several occasions prior to his investment decision.
 The recipient is considered an affiliate.  On January 14, 2008, we issued 400,000 shares of our restricted
common stock to two individuals for services provided to the Company. We believe
that the issuance of the shares was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section
4(2). The recipients of the shares was afforded an opportunity for
effective access to files and records of the Company that contained the relevant
information needed to make their investment decision, including the Companys
financial statements and 34 Act reports. We reasonably believe that the
recipients, immediately prior to issuing the shares, had such knowledge and
experience in our financial and business matters that they was capable of
evaluating the merits and risks of their investment. The recipients had the
opportunity to speak with our chief financial officer and directors on several
occasions prior to their investment decision.  24   On January 31, 2008, we issued 216,775 shares of our restricted
common stock to Cape McKinnon for services provided to the Company. We believe
that the issuance of the shares was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section
4(2). The recipient of the shares was afforded an opportunity for
effective access to files and records of the Company that contained the relevant
information needed to make its investment decision, including the Companys
financial statements and 34 Act reports. We reasonably believe that the
recipient, immediately prior to issuing the shares, had such knowledge and
experience in our financial and business matters that it was capable of
evaluating the merits and risks of its investment. The recipient had the
opportunity to speak with our chief financial officer and directors on several
occasions prior to its investment decision.  On February 29, 2008, we issued 150,000 shares of our restricted
common stock to an individual for services provided to the Company. We believe
that the issuance of the shares was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section
4(2). The recipient of the shares was afforded an opportunity for
effective access to files and records of the Company that contained the relevant
information needed to make its investment decision, including the Companys
financial statements and 34 Act reports. We reasonably believe that the
recipient, immediately prior to issuing the shares, had such knowledge and
experience in our financial and business matters that it was capable of
evaluating the merits and risks of its investment. The recipient had the
opportunity to speak with our chief financial officer and directors on several
occasions prior to its investment decision.  On March 31, 2008, we issued 1,650,000 shares of our common stock
to employees, officers and directors for services rendered to the Company to the
following:  Name
Number
of SharesAlan Binder
225,000Dale Richter
225,000Keith Berman, chief financial officer and a director
600,000Robert Jagunich, chairman
600,000  The above shares issued to Messrs. Binder and Richter were
registered in a Registration Statement on Form S-8POS filed on August 31,
2007.  Issuer Purchases of Equity Securities  We did not repurchase any of our equity securities during the
quarter ended March 31, 2008.  Item 3. Defaults Upon Senior Securities.  None  Item 4. Submission of Matters to a Vote of Security
Holders.  We did not submit any matters to a vote of our security holders
during the first quarter of 2008.  Item 5. Other Information.  On January 14, 2008 through its group buying organization,
MedAssets, the Companys wholly owned subsidiary Pharma Tech Solutions, Inc.
executed letters of commitment for the distribution of products manufactured
by:  25   1. 3M Corporation  2. Hollister, Inc.  3. Kimberly-Clark Inc.  On January 28, 2008, the Company entered into a revised agreement
with Sanvita, Inc., a spinoff of a former division of Becton Dickenson.
 This agreement titled Second Addendum to Medical Benefit Distributor
Agreement provides the company with enhanced discounts and allowances.  On January 28, 2008, the Company completed its agreement with S J
Pharmacy, Inc. dba Genrich United Pharmacy (Genrich) whereby the company is
provided with exclusive access to the use of certain state and federal licenses
and provider ID numbers. Upon completion of this agreement:  1. Genrich applied for a second DEA license to be utilized
exclusively by the company  2. the company opened its 3rd distribution facility and now transacts
commerce through this facility in Phoenix, AZ  On February 27, 2008 through its MedAssets group buying
organization, the Companys wholly owned subsidiary Pharma Tech Solutions, Inc.
executed letters of commitment for the distribution of products manufactured by
Siemens Medical Solutions Diagnostics.  26   Item
6.  Exhibits.  Incorporated by referenceExhibit
number

Exhibit description

Filed
herewith

Form

Period
ending

Exhibit No.

Filing
date3(i)(a)

Articles of
Incorporation  Filed March 2, 2001



10-SB



3a

9/27/013(i)(b)

Articles of
Amendments to Articles of Incorporation  Filed May 9, 2001



10-SB



3b

9/27/013(i)(c)

Articles of
Amendments to Articles of Incorporation  Filed August 2, 2002



10-QSB

6/30/02

3.1c

8/22/023(ii)

Bylaws of
CareDecision Corporation  March 16, 2001



10-SB



3c

9/27/0110.31

Subscription
Agreement  Mercator Momentum Fund, LP, Monarch Pointe Fund, LTD &
Mercator Advisory Group, LLC  February 7, 2005



SB-2/A



10.1

2/11/0510.32

Certificate of
Designation of Preferences and Rights of Series C Convertible Preferred
Stock  Mercator Momentum Fund, LP, Monarch Pointe Fund, LTD &
Mercator Advisory Group, LLC  February 2005



SB-2/A



10.2

2/11/0510.33

Registration
Rights Agreement - Mercator Momentum Fund, LP, Monarch Pointe Fund, LTD
& Mercator Advisory Group, LLC  February 2005



SB-2/A



10.3

2/11/0510.34

Warrant
Agreement ($0.02) - Mercator Advisory Group, LLC  February 7, 2005



SB-2/A



10.4

2/11/0510.35

Warrant
Agreement ($0.02) - Mercator Momentum Fund, LP  February 7, 2005



SB-2/A



10.5

2/11/0510.36

Warrant
Agreement ($0.02)  - Monarch Pointe Fund, Ltd.  February 7,
2005



SB-2/A



10.6

2/11/0510.37

Warrant
Agreement ($0.03) - Mercator Advisory Group, LLC  February 7, 2005



SB-2/A



10.7

2/11/0510.38

Warrant
Agreement ($0.03) - Mercator Momentum Fund, LP  February 7, 2005



SB-2/A



10.8

2/11/0510.39

Warrant
Agreement ($0.03) - Monarch Pointe Fund, Ltd.  February 7, 2005



SB-2/A



10.9

2/11/0510.40

Secured
Convertible Promissory Note  Pinnacle Investment Partners, LP  March 24,
2004



SB-2/A



10.10

2/11/0510.41

Pledge and
Security Agreement  Pinnacle Investment Partners, LP  March 24,
2004



SB-2/A



10.11

2/11/0510.42

Securities
Purchase Agreement  Pinnacle Investment Partners, LP  March 24,
2004



SB-2/A



10.12

2/11/0510.43

Note Extension
Agreement  Pinnacle Investment Partners, LP   September 24,
2004



SB-2/A



10.13

2/11/0510.44

Note Extension 
Pinnacle Investment Partners, LP   February 10, 2005



SB-2/A



10.14

2/11/0510.45

The 2004 Stock
Option Plan - Amended



S-8



99

9/8/0610.46

Intangible
Property, License Acquisition Agreement  CN Pharmacy, Svetislav Milic,
& Nathan Kaplan  June 7, 2005



8-K



10.1

10/21/0510.47

Secured
Promissory Note  Mercator Momentum Fund, LP  August 25, 2005



8-K



10.2

10/21/0510.48

Secured
Promissory Note  Monarch Pointe Fund,LTD  August 25, 2005



8-K



10.3

10/21/0531.1

Certification of
Principal Executive and Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

X32.1

Certification of
Principal Executive and Chief Financial Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002

X   27   SIGNATURES  In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.  instaCare Corp. (Registrant)    By:
/s/ Keith Berman Keith
Berman, Chief Financial Officer (On
behalf of the Registrant and as Principal Financial Officer)   Date: September 29,
2008   28