UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A



(Mark One)[X]
			QUARTERLY REPORT UNDER
			SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the
			quarterly period ended: March 31, 2005Or[  ]
			TRANSITION REPORT UNDER
			SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor the
			transition period from ____________ to _____________Commission
			File Number: 000-33187instaCare Corp.
			
			(Exact
			name of small business issuer as specified in its charter)Nevada
			
			(State or
			other jurisdiction of incorporation or organization)
			91-2105842
			
			(I.R.S.
			Employer Identification No.)2660
			Townsgate Road, Westlake Village, Suite 300, CA 91361
			
			(Address
			of principal executive offices)(805)
			446-1973
			(Issuer's telephone number)CareDecision Corporation
			(Former name, former address and former fiscal year, if changed
			since last report)


Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity as of the latest practicable date: 447,140,421 shares
of common stock.

---

instaCare Corp.

(formerly CareDecision Corporation)



Table of Contents

|                                                                                                       | Page
|------------------------------------------------------------------------------------------------------ | ----
|PART I - FINANCIAL
		INFORMATION                                                                       |     
|                                                                                                       |     
|Item 1. Financial Statements                                                                           | 3   
|                                                                                                       |     
|Consolidated Balance Sheet March 31, 2005 (unaudited)                                                  | 4   
|                                                                                                       |     
|Consolidated Statements of Operations For the Three Months Ended March
		31, 2005 and 2004 (unaudited) | 5   
|                                                                                                       |     
|Consolidated Statements of Cash Flows For the Three Months Ended March
		31, 2005 and 2004 (unaudited) | 6   
|                                                                                                       |     
|Notes to Financial Statements                                                                          | 8   
|                                                                                                       |     
|Item 2. Management's Discussion and Analysis                                                           | 14  
|                                                                                                       |     
|Item 3. Controls and Procedures                                                                        | 28  
|                                                                                                       |     
|PART II - OTHER INFORMATION                                                                            |     
|                                                                                                       |     
|Item 1. Legal Proceedings                                                                              | 29  
|                                                                                                       |     
|Item 2. Changes in Securities                                                                          | 29  
|                                                                                                       |     
|Item 6(a). Exhibits                                                                                    | 31  
|                                                                                                       |     
|Item 6(b). Reports Filed on Form 8-K                                                                   | 32  
|                                                                                                       |     
|SIGNATURES                                                                                             | 34  

2

---

Part I - Financial Information

Item 1. Financial Statements

instaCare Corp.

(formerly CareDecision
Corporation)



Consolidated Balance
Sheet

as of

March 31, 2005

(unaudited)



and



Consolidated
Statements of Operations

for the Three Months
Ended

March 31, 2005 and
2004

(unaudited)



and



Consolidated
Statements of Cash Flows

for the Three Months
Ended

March 31, 2005 and
2004

(unaudited)



3

---

instaCare Corp.
(formerly CareDecision Corporation)
Consolidated Balance Sheet
(unaudited)

|Assets                                                                                                         | March 31,
|-------------------------------------------------------------------------------------------------------------- | ---------
|                                                                                                               | 2005     
|Current assets:                                                                                                |          
|Cash and equivalents                                                                                           | $        
|Inventory                                                                                                      |          
|Prepaid compensation                                                                                           |          
|Note receivable                                                                                                |          
|Total current assets                                                                                           |          
|                                                                                                               |          
|Fixed assets, net                                                                                              |          
|                                                                                                               |          
|Other assets:                                                                                                  |          
|Loan fees, net
		of amortization                                                                               |          
|Total other assets                                                                                             |          
|                                                                                                               |          
|                                                                                                               | $        
|                                                                                                               |          
|Liabilities and
		Stockholders' Equity                                                                         |          
|                                                                                                               |          
|Current liabilities:                                                                                           |          
|Accounts
		payable                                                                                             | $        
|Customer deposits                                                                                              |          
|Convertible
		note payable                                                                                     |          
|Revolving line of credit                                                                                       |          
|Total current liabilities                                                                                      |          
|                                                                                                               |          
|                                                                                                               |          
|Stockholders' equity:                                                                                          |          
|Preferred
		stock, $0.001 par value, 5,000,000 shares authorized, 207,526 shares
		issued and outstanding      |          
|Preferred series "C" stock, $0.001 par value, 20,000 shares authorized,
		20,000 shares issued and outstanding |          
|Common stock,
		$0.001 par value, 1,250,000,000 shares authorized, 447,140,421 shares
		issued and outstanding |          
|Additional paid-in capital                                                                                     |          
|Current year
		accumulated (deficit)                                                                           |          
|(Deficit) accumulated during development stage                                                                 |          
|                                                                                                               |          
|                                                                                                               |          
|                                                                                                               | $        

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

4

---

instaCare Corp.
(formerly CareDecision Corporation)
Consolidated Statements of Operations
(unaudited)

|                                                                                 | For the three months ended
|-------------------------------------------------------------------------------- | --------------------------
|                                                                                 | March 31,                 
|                                                                                 | 2005                      
|                                                                                 |                           
|Revenue                                                                          | $ 2,099,390               
|Cost of sales                                                                    | 1,902,741                 
|                                                                                 |                           
|Gross profit                                                                     | 196,649                   
|                                                                                 |                           
|Expenses:                                                                        |                           
|General & administrative expenses                                                | 174,936                   
|Payroll expense                                                                  | 256,869                   
|Professional fees                                                                | 278,618                   
|Stock-based compensation - related party                                         | 115,290                   
|Stock-based compensation - consulting                                            | 346,380                   
|Software development                                                             | -                         
|Hardware costs                                                                   | 10,075                    
|Impairment loss on operating assets                                              | -                         
|Depreciation                                                                     | 13,138                    
|Total expenses                                                                   | 1,195,306                 
|                                                                                 |                           
|Net operating (loss)                                                             | (998,657)                 
|                                                                                 |                           
|Other income (expense):                                                          |                           
|(Loss) on debt settlement                                                        | -                         
|Interest income                                                                  | 3,531                     
|Financing costs                                                                  | (441,083)                 
|Interest (expenses)                                                              | (48,699)                  
|                                                                                 |                           
|Net (loss)                                                                       | (1,484,909)               
|                                                                                 |                           
|Weighted average number of
		common shares outstanding - basic and fully diluted | 414,096,161               
|                                                                                 |                           
|Net (loss) per share - basic
		and fully diluted                                 | $ (0.00)                  

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

5

---

instaCare Corp.
(formerly CareDecision Corporation)
Consolidated Statements of Cash Flows
(unaudited)

|                                                                | For the three months ended
|--------------------------------------------------------------- | --------------------------
|                                                                | March 31,                 
|                                                                |                           
|Cash
		flows from operating activities                          |                           
|Net (loss)                                                      | $                         
|Adjustment to
		reconcile net (loss) to                         |                           
|net cash (used) by
		operating activities:                      |                           
|Shares issued for
		stock-based compensation                    |                           
|Shares issued for
		consulting fees                             |                           
|Shares issued for
		financing costs                             |                           
|Warrants issued for
		consulting                                |                           
|Loss on impairment of
		operating assets                        |                           
|Loss on debt
		settlement                                       |                           
|Depreciation                                                    |                           
|Loan amortization                                               |                           
|Changes in operating
		assets/liabilities                       |                           
|(Increase) in accounts receivable                               |                           
|(Increase) in inventory                                         |                           
|(Increase) in notes receivable                                  |                           
|(Increase) in other assets                                      |                           
|Increase in customer deposits                                   |                           
|(Decrease) in accounts payable                                  |                           
|(Decrease) in other liabilities                                 |                           
|Net cash (used) by
		operating activities                       |                           
|                                                                |                           
|Cash flows from
		financing activities                          |                           
|Payments on note payable - shareholder                          |                           
|Convertible notes - related party                               |                           
|Proceeds from long-term debt                                    |                           
|Revolving line of credit                                        |                           
|Proceeds from note payable to shareholder                       |                           
|Issuance of preferred series "C" stock                          |                           
|Issuance of common stock                                        |                           
|Net cash provided by
		financing activities                     |                           
|                                                                |                           
|Net increase in cash                                            |                           
|Cash - beginning                                                |                           
|Cash - ending                                                   | $                         
|                                                                |                           
|Supplemental
		disclosures:                                     |                           
|Interest paid                                                   | $                         
|Income taxes paid                                               | $                         
|Non-cash
		transactions:                                        |                           
|Number of common shares issued for stock-based compensation     |                           
|Number of warrants issued for interest expense                  |                           
|Number of common shares issued for settlement                   |                           
|Number of stock options issued for services                     |                           
|Number of common shares issued for conversion of debt to equity |                           
|Number of preferred shares issued for financing costs           |                           
|Number of shares issued for financing                           |                           
|Number of shares issued per merger agreement                    |                           
|Number of stock options issued as compensation                  |                           
|Number of warrants issued for financing                         |                           

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

6

---

instaCare Corp.
(formerly CareDecision Corporation)
Notes

Note 1 - Basis of presentation

The 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 the Company, 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 the Company believes 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 the
consolidated financial statements of the Company for the period ended December
31, 2004 and notes thereto included in the Company's Form 10-KSB. The Company
follows the same accounting policies in the preparation of consolidated interim
reports.

The Company was organized March 2, 2001 (Date of Inception)
under the laws of the State of Nevada as ATR Search Corporation. On June 21,
2002, the Company merged with Medicius, Inc. and filed amended articles of
incorporation changing its name to CareDecision Corporation and subsequently
changed its name to instaCare Corp. effective February 17, 2005. The Company was
in the development stage through December 31, 2004. The year 2005 will be the
first year during which the Company will be considered an operating entity no
longer in the development stage.

Results of operations for the interim periods are not
indicative of annual results.

Note 2 - Going concern

The Company has an
accumulated deficit as of March 31, 2005, and 2004 of $11,606,350 and
$7,312,164, respectively. The Company has recently entered into several new
lines of business. One of these new businesses is not similar to the Company's
current information technology businesses. The new business requires substantial
capital and there are other, better financed, competitors who achieve several
billion dollars in annual revenues. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.  The Company intends
to acquire interests in various business opportunities which, in the opinion of
management, will provide a profit to the Company.  Management  believes  these 
efforts will generate  sufficient  cash flows from  future  operations  to pay
the  Company's 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 the Company be unable to continue as a going concern.

Note 3 - Business combinations

On November 4, 2004, the Company entered into a definitive
"Agreement and Plan of Merger" whereby the Company's wholly owned subsidiary,
Pharma Tech, Inc., would acquire all of the outstanding shares of CareGen, Inc.,
a Nevada corporation, in exchange for 39,750,000 shares of Pharma Tech's $0.001
par value common stock and 42,500,000 shares of the Company's $0.001 par value
common stock. On February 5, 2005, the Company consummated the Merger through
the exchange of shares. CareGen, Inc. ceased to exist and all assets, certain
liabilities and capital accounts were assumed by Pharma Tech, Inc. as the
surviving corporation. The Merger was structured as a tax-free exchange pursuant
to internal revenue code 368, as amended.

7

---

instaCare Corp.
(formerly CareDecision Corporation)
Notes

Note 4 - Fixed assets

Depreciation expense totaled $13,138 and $33,315 for the
three-month period ended March 31, 2005 and 2004, respectively.

Note 5 - Notes payable

Pinnacle Investment Partners, LP Promissory Note

On March 24, 2004, the Company was loaned $700,000 from
Ptners, LP (Pinnacle). The Secured Convertible Promissory
Note bears interest at the rate of 12% per annum, initially matured on September
25, 2004, but was extended for an additional six months at the option of the
Company, and is secured by 14,000,000 shares of the Company's $0.001 par value
common stock. Pinnacle may, at its option, at any time or from time to time,
elect to convert some or all of the then-outstanding principal amount of the
Note into shares of the Company's $0.001 par value common stock at a conversion
price of $0.08 per share, unless such conversion would result in Pinnacle being
deemed the "beneficial owner," within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, of 4.99% or more of the then
outstanding Common Shares of the Company. In the event the Company fails to pay
any installment or principal or interest when due, the interest rate will then
accrue at a rate of 24% per annum on the unpaid balance until the payment
default is cured.

On February 10, 2005, the Company entered into a "Note
Extension Agreement" with Pinnacle Partners, LP. The amended Agreement will
automatically increase the principal balance of the original secured promissory
note dated March 24, 2004 of $700,000 to $1,100,000 and the maturity date will
automatically be extended to April 26, 2006. Pursuant to the Agreement, the
Company has issued and additional 83,000,000 shares of its $0.001 par value
common stock as collateral for the additional principal of $400,000. In
addition, the Company has issued 13,000,000 shares of its common stock as a
renewal fee to Pinnacle Partners and CJR, Capital, LLC, its designee. The
Company has recorded a financing expense in the amount of $227,500, the fair
market value of the underlying shares.

The Company recorded interest expense totaling $48,699 and
$22,804 during the three months ended March 31, 2005 and 2004. The Company also
recorded financing costs totaling $441,083 during the three months ended March
31, 2005.

Note 6 - Commitments

On January 16, 2005, the Company entered into a three month
consulting agreement with Steven Bayern, whereby Mr. Bayern agreed to provide
business advisory and strategic planning and development services to the
Company. As compensation for his services, the Company will issue Mr. Bayern
5,000,000 shares of its $0.001 par value common stock with 1,250,000 vesting 15
days after the execution of agreement. As of March 31, 2005, the Company has
expensed $42,500 as consulting fees per the agreement.

On February 1, 2005, the Company entered into a financial
consulting agreement with Pylon Management, Inc. expiring on December 31, 2005.
Pursuant to the agreement, Pylon Management will be compensated for services in
the form of option to purchase up to 18,500,000 shares of the Company's common
stock at $0.02 per share. As of March 31, 2005, no options have been granted.

On February 10, 2005, the Company entered into a six-month
consulting agreement with Victor Pallante for financial advisory services in
exchange for cash in the amount of $50,000 due upon execution of the agreement
and 5,000,000 shares of the Company's $0.001 par value common stock to be
considered earned over the term of the agreement and issued incrementally. As of
March 31, 2005, the Company expensed consulting fees in the amount of $50,000.

8

---

instaCare Corp.
(formerly CareDecision Corporation)
Notes

Note 7 - Stockholder's equity

The Company is authorized to issue 5,000,000 shares of $0.001
par value preferred stock; of which 750,000 shares are designated as Series A,
500,000 shares are designated as Series B, 20,000 shares are designated as
Series C, 750 shares are designated as Series D, and 1,250,000,000 shares of
$0.001 par value common stock.

Series "C" convertible preferred stock

Holders of series "C": convertible stock shall not have the
right to vote on matters that come before the shareholders. Series "C"
convertible preferred stock may be converted, the number of shares into which
one share of Series "C" Preferred Stock shall be convertible shall be determined
by dividing the Series "C" Purchase price by the existing conversion price which
shall be equal to eighty percent of the market price rounded to the nearest
thousandth, not to exceed $0.02 per share. Series "C" convertible stock shall
rank senior to common stock in the event of liquidation. Holders' of Series "C"
convertible stock shall be entitled to a mandatory monthly dividend equal to the
share price multiplied by the prime interest rate plus five tenths percent.
Series "C" convertible stock shall have a redemptions price of $100 per share,
subject to adjustments resulting from stock splits, recapitalization, or share
combination.

On February 7, 2005, the Company reached an agreement with
Mercator Momentum Fund, LP and Monarch Pointe Fund, Ltd. and Mercator Advisory
Group, LLC ("the Purchasers") whereby the Purchasers acquired 20,000 shares of
the Company's Series "C" preferred stock for cash in the amount of $2,000,000.
Each share of preferred series "C" stock is convertible into shares of the
Company's common stock at a rate equal to 80% of the market price prior to
conversion. The Company will also issue 100,000,000 warrants to purchase shares
of the Company's common stock, 50,000,000 of the warrants having an exercise
price of $0.02 and 50,000,000 having an exercise price of $0.03. The value of
the warrants, using the Black-Scholes pricing model, was $100,000 and this was
recorded as a financing expense.

Preferred stock

The Company issued 207,526 of its $0.001 par value preferred
shares for financing costs of $354,800. Each preferred share is convertible into
18 shares of the Company's $0.001 par value common stock.

Common stock

The Company issued 7,350,000 shares of its $0.001 par value
common stock to various individuals to convert $522,000 in debt to equity during
the year ended December 31, 2004.

The Company issued 6,510,000 shares of its $0.001 par value
common stock in order to settle the disputes with investors and agents which
arose over the M&E Note, and which allowed the M&E Note to be settled and
converted. The value of the shares was $377,136 and is recorded as a loss on
debt settlement during the year ended December 31, 2004.

On July 31, 2004, a note holder elected to convert its
$50,000 face value loan into shares of the Company's $0.001 par value common
stock in full satisfaction of the loan plus accrued interest.

9

---

instaCare Corp.
(formerly CareDecision Corporation)
Notes

During the year ended December 31, 2004, the Company issued
108,805,500 shares of its $0.001 par value common stock to various individuals
and entities for consulting services for the Company's hotel network business,
consulting fees associated with the Company's proposed merger with Kelly
companies, finders fees to two individuals who introduced the Company to its
proposed satellite e-broadcast partner, finders' fees to two individuals who
introduced the Company to the Kelly Companies, agent's fees associated with the
Company's proposed acquisition of MDU Services, Inc., agent's fees for the
introduction and fees associated with the Company's recent agreement with an
e-business partner for the hotel product sector, contract fees associated to
develop and complete certain software for its hotel sector product and technical
expenses incurred associated with the agreement, documentation and initiation
fees owing to the Pinnacle Note investment, collectively valued at $1,493,806
and professional fees valued at $556,165. Also as of December 31, 2004, the
Company placed in escrow 17,000,000 shares of its $0.001 par value common stock
as security for the Pinnacle Note investment.

During the year ended December 31, 2004, the Company issued
6,000,000 shares of its $0.001 par value common stock in connection with loan
renewal fees totaling $76,000.

On November 11, 2004, the Company issued 300,000 shares of
its $0.001 par value common stock to a director of the Company in exchange for
director services valued at $5,400.

On January 13, 2005, the Company issued 7,250,000 shares of
its $0.001 par value common stock for services received in connection with
financing arrangements valued at $137,750, the fair market value of the
underlying shares.

On February 2, 2005, the Company issued 10,790,000 shares of
its $0.001 par value common stock in exchange for consulting services valued at
$183,430, the fair market value of the underlying shares.

On March 14, 2005, the Company issued 42,500,000 shares of
its $0.001 par value common stock pursuant to the "Agreement and Plan of
Merger," entered into on November 4, 2005, to the shareholders of CareGen, Inc.
(see note 2). The Company recorded and investment in the amount of $42,500.
Additionally, the Company issued 10,000,000 shares of common stock to various
individuals for cash in the amount of $28,050 and services valued at $151,950
which were expensed as consulting fees as of March 31, 2005.

On March 14, 2005, the Company issued 17,500,000 shares of
its $0.001 par value common stock in exchange for services rendered in
connection with financial consulting, valued at $190,000, and cash in the amount
of $125,000.

There have been no other issuances of preferred or common
stock.

Note 8 - Warrants and options

On February 7, 2005, the board of directors approved the
issuance of warrants to purchase 100,000,000 shares of the Company's common
stock to Mercator LLP in connection with financing arrangements. Such warrants
are exercisable over a period of three years at an exercise price of $0.02 for
the initial 50,000,000 shares and $0.03 for the remaining 50,000,000 shares. The
value of the warrants using the Black-Scholes pricing model was $100,000, which
was recorded as financing costs as of March 31, 2005.

On February 7, 2005, the board of directors approved the
issuance of warrants to purchase 3,500,000 shares of the Company's common stock
to Pylon Management for payment of consulting services. The warrants are
exercisable at a price of $0.02 per share and vest over a period of three years.
The value of the warrant using the Black-Scholes pricing model was $7,000, which
was recorded as a consulting expense at March 31, 2005

The weighted average of the assumptions used to value the warrants in
February 2005were: Interest rate-3.50%, Days to expiration-1095, Stock price
$0.02,Strike price-$0.02-$0.03, Volatility-0%, Yield-0%.

On February 5, 2005, the Company adopted its "2005 Stock
Option Plan" (the "Plan") and granted incentive and nonqualified stock options
with rights to purchase 90,000,000 shares of the Company's $0.001 par value
common stock. The Company issued 63,000,000 shares of stock pursuant to the plan
during the three months ended March 31, 2005.

10

---

instaCare Corp.
(formerly CareDecision Corporation)
Notes

On February 15, 2005, the Company granted stock options to
three of its officers and director, to purchase 63,000,000 shares of $0.001 par
value common stock at a strike price of $0.002 per share pursuant to the
Company's 2005 Stock Option Plan. The value of the options on the grant date
using the Black-Scholes Model is $115,290, which has been recorded as
compensation expense on the Statement of Operations as of March 31, 2005.

The following is a summary of activity of outstanding stock options under the
2005 Stock Option Plan:

|                            | Number
		Of Shares | Weighted
		Average
		Exercise
		Price
|--------------------------- | ------------------ | -------------------------------------
|                            |                    |                                      
|Balance, January 1, 2005    | -                  | -                                    
|                            |                    |                                      
|Options granted             | 63,000,000         | $0.002                               
|Options exercised           | -                  | -                                    
|                            |                    |                                      
|Balance, March 31, 2005     | 63,000,000         | 0.002                                
|                            |                    |                                      
|Exercisable, March 31, 2005 | 63,000,000         | $0.002                               

The following is a summary of information about the 2005 Stock Option Plan
options outstanding at March 31, 2005

|Shares
		Underlying Options Outstanding | Shares
		Underlying
		Options
		Exercisable
|--------------------------------------- | -------------------------------------------
|Range of
		Exercise
		Prices            | Shares
		Underlying
		Options
		Outstanding
|                                        |                                            
|$                                       | 0.002 - 0.002                              

Pro forma information regarding net income and net income per
share, as disclosed in Note 1, has been determined as if the Company had
accounted for its non-employee stock-based compensation plans and other stock
options under the fair value method of SFAS No. 123. The fair value of each
option and warrant grant are estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted-average assumptions used for
grants under the fixed option plan:

|                                 | 2005  | 2004
|-------------------------------- | ----- | ----
|Average risk-free interest rates | 3.50% | %   
|Average expected life (in years) | 3     |     
|Volatility                       | 0%    | %   

The Black-Scholes option valuation model was developed for
use in estimating the fair value of short-term traded options that have no
vesting restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including expected
stock price volatility. Because the Company's employee stock options have
characteristics significantly different from those of traded options and because
changes in the subjective input assumptions can materially affect the fair value
estimate, in management's opinion the existing models do not necessarily provide
a reliable single measure of the fair value of its employee stock options.

The weighted average fair value of options granted with
exercise prices at the current fair value of the underlying stock during 2005
was approximately $0.002 per option.

11

---

Item 2. Management's Discussion and Analysis

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about our business,
financial condition and prospects that reflect our assumptions and beliefs based
on information currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be realized. If
any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.

The key factors that are not within our control and that may have a direct
bearing on operating results include, but are not limited to, acceptance of our
services, our ability to expand our customer base, our ability to raise capital
in the future, the retention of key employees and changes in the regulation of
our industry. There may be other risks and circumstances that we are unable to
predict. When used in this Quarterly Report, words such as, "believes,"
"expects," "intends," "plans," "anticipates," "estimates"and similar expressions are intended to identify forward-looking
statements, although there may be certain forward-looking statements not
accompanied by such expressions.

General

instaCare Corp., a Nevada corporation (the "Company") was formed in 2001 as
ATR Search Corp. as a development stage company with a principal business
objective to place part-time, temporary or project oriented workers and
contractors that had specific and hard to find information technology skills
required by large businesses. In June 2002, ATR Search Corp. merged with
Medicius, Inc., a Nevada corporation, and also a development stage company.
Medicius, had a principal business objective to offer physicians, licensed
medical service providers such as diagnostic testing laboratories, and medical
insurers Internet enhanced, wireless ("Wi-Fi") information technology and data
management technology (IT). After the merger the company changed its name to
CareDecision Corporation and on April 14, 2005 the company changed its name to
instaCare Corp. Upon completion of this merger Medicius, Inc. became a
subsidiary of the company but through March 31, 2005, Medicius has remained
quiet. Since the merger with Medicius, Inc., the Company pursued the following
primary businesses:

1. 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;
2. 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
3. Providing the cable and wireless communication industries and media
	enterprises with networks of personal digital assistant (PDA) technologies
	that link field-based installation and repair personnel with central offices
	for the exchange of customer order and subscription information.

On August 4, 2004 the company received a proposal for a possible merger with
two private shareholder owned corporations based in Scottsdale, Arizona. On
August 16, 2004 we completed a Preliminary Agreement to merge with these
entities. On November 18, 2004 we incorporated two subsidiary companies, Pharma
Tech Solutions, Inc. a Nevada corporation, and PDA Services, Inc., a Nevada
corporation, to facilitate these mergers.

On November 3, 2004, and amended on December 27, 2004, we entered into a
Definitive Agreement that called for a series of transactions to be completed
between the Company, its subsidiary, Pharma Tech Solutions, Inc., and
CareGeneration, Inc., the merger target.

On December 24, 2004 we entered into a broad agreement by and among instaCare
Corp., our Pharma Tech Solutions, Inc. subsidiary, CareGeneration, Inc., Kelly
Co. World Group, Inc. and others. This agreement, among other things, allowed
for the Company to assume management and control over CareGeneration Inc.'s
prescription drug distribution business and to do business under the previous
business name as a means to facilitate the merger. On January 4, 2005 the
Company transacted our first commerce under this agreement. Subsequently the
Company has accepted additional orders for future business and fulfilled these
orders. During the period ending March 31, 2005, the Company has transacted all
prescription drug distribution business transacted, whether under the agreement
of December 24, 2004 or subsequent to the closing of the merger. The parties
concluded the activities surrounding the merger on January 27, 2005. The merger
closed on February 25, 2005.

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Pursuant to the agreements CareGeneration shareholders received 39,375,000
shares of the Subsidiary's common stock, equaling approximately 49% of the
outstanding shares of the Subsidiary, and 42,500,000 of the Company's common
stock in exchange for all of the shares of the Target common stock and all of
the Target preferred stock. In addition, the Company offered the shareholders of
CareGeneration, Inc. certain "earn-out" provisions based on performance, and
agreed under certain terms to place in escrow 100,000,000 common stock shares,
designating payment to CareGeneration stockholders subject to certain specific
earn-out milestones. As of April 1, 2005, after the expiration of two of the
milestone dates, only 70,000,000 of these shares were still available for
"earn-out."

On April 14, 2005, after receiving affirmative votes from more than 50% of
the outstanding shares, we changed our name to instaCare Corp. to better reflect
our evolved mission and business focus. Moving forward we plan to incorporate
the products and services of the former CareGeneration, Inc. into our business
model.

Recent Milestones

On February 10, 2005, the Company and Pinnacle Investment Partners, LP
("Pinnacle"), entered into a Note Extension Agreement. The Company had
previously issued to Pinnacle a $700,000 Secured (Convertible) Promissory Note
bearing interest at the rate of 12% per annum, dated March 24, 2004 which
provided for a maturity date of September 24, 2004, convertible into the
Company's common stock subject to certain conditions. In a Note Extension
Agreement dated September 24, 2004, the Parties amended the Note and the related
Pledge and Security Agreement, and under the terms of that particular Note
Extension Agreement the maturity date of the Note became March 24, 2005.

Subject to the terms of this new agreement; on March 24, 2005, Pinnacle
agreed to pay to the Company $340,000 and (2) pay to Pinnacle's designee, CJR
Capital, LLC, $60,000 towards Pinnacle's due diligence and legal expenses
related to this new agreement. This new agreement has the following
consequences: (1) the principal amount due under the Note rises automatically
increases by $400,000 to $1,100,000; (2) the Maturity Date of the newly revised
Note has been extended to April 24, 2006; and (3) the conversion price for those
shares that underlie the Note was changed to $0.025.

In addition to the above, the Company also agreed: (1) to deliver to
Pinnacle's counsel an additional 83,000,000 shares of the Company's common stock
as additional escrow security, (2) issue to Pinnacle's designee, CJR Capital,
LLC, 4,000,000 shares of the Company's common stock towards Pinnacle's due
diligence and legal expenses related to the revision of the Note; (3) issue to
Pinnacle 9,000,000 shares of the Company's common stock as a loan re-initiation
fee; and (4) upon receipt of any properly crafted Seller's Representation
Letter, deliver to Pinnacle an opinion of counsel to the effect that commencing
March 24, 2005, Pinnacle may sell under Rule 144 promulgated under the
Securities Act of 1933, as amended, shares surrendered to Pinnacle in accordance
with this agreement, on condition that (1) Pinnacle uses the proceeds to pay
down the indebtedness under the Note as of immediately prior to effectiveness of
this agreement and (2) ceases to sell any of those Shares once that indebtedness
has been paid off in full.

On February 7, 2005, the Company reached an agreement with three entities,
Mercator Momentum Fund, LP, and Monarch Pointe Fund, Ltd. and Mercator Advisory
Group, LLC ("MAG"). Under this agreement, in return for a total investment of
$2,000,000 USD from the investing entities, the last portion of which was
received on February 22, 2005, the Company agreed to issue and sell to the
Purchasers an aggregate of: (a) Twenty Thousand (20,000) shares of our Series C
Convertible Preferred Stock, $1000.00 per share which shall be convertible into
shares of the Company's common stock with the conversion rate pegged at 80% of
the market for the Company's common stock prior to any conversion, subject to
certain conditions, and (b) One Hundred Million (100,000,000) warrants to
acquire up to One Hundred Million (100,000,000) shares of the Company's common
stock, 50,000,000 of the warrants having an exercise strike price of $.02 and
50,000,000 of the warrants having an exercise strike price of $.03.

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The number of shares the investing entities wish to convert and those warrant
shares that any of the investing entities may acquire at any time are subject so
that the aggregate number of shares of common stock of which such investing
entities and all persons affiliated with the investing entities have beneficial
ownership (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of
1934, as amended) does not at any time exceed 9.99% of the Company's then
outstanding common stock.

On February 11, 2005, the Company filed a Registration Statement on Form SB-2
with the Securities and Exchange Commission to register the common shares of the
Company's common stock that underlie the Pinnacle agreement and the agreement
with, Mercator Momentum Fund, LP, and Monarch Pointe Fund, Ltd. and Mercator
Advisory Group, LLC.

RISK FACTORS

The following discussion contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. Our actual
results could differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below.

Our limited operating history could delay our growth and result in the loss
of your investment.

We were considered a development stage company from inception through
December 31, 2004 and thus have a limited operating history on which to base an
evaluation of our business and prospects. Our prospects must be considered in
light of the risks, expenses and difficulties frequentlyencountered by companies in their early stage of development. 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 instaCare's common shares.

We have historically lost money and losses may continue in the future, which
means that we may not be able to continue operations unless we obtain additional
funding.

We have historically lost money. As a result, instaCare incurred an
accumulated deficit from inception through the period ended March 31, 2005 of
$11,591,350. In addition, instaCare's development activities since inception
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. No assurances can be given that we will be successful in
reaching or maintaining profitable operations.

We had a major shift in our business strategy in 2003. The transactions
contemplated herein will further evolve that strategy. It was not until the last
quarter of 2002 that we focused on the integration and marketing of our systems
and applications to non-medical industries, particularly motels, hotels, and
real estate management company properties. In this regard, we have only recently
begun to generate revenues from these business sectors. We have a limited
operating history upon which to evaluate our business plan and prospects.
Although the transactions contemplated herein should provide sources of revenue,
there is not as yet a history of profit. If we are unable to obtain additional
external funding or generate revenue from the sales of our products, we could be
forced to curtail or cease our operations.

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We may not be able to retain our key personnel or attract additional
personnel, which could affect our ability 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 proposed new Chairman, Ronald Kelly,
interim CEO Robert Cox, interim President, Secretary and Treasurer, Keith
Berman, Chief Operating Officer Robert Ellis and Chief Financial Officer,
Richard Foisy. 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 a
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.

Possible future issuances of common stock will have a dilutive affect on
existing shareholders.

instaCare is authorized to issue up to 1,250,000,000 Shares of common stock.
As of the most recent practicable date, there are 447,140,421 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 may result in a large drop in the market price of our securities and
substantially reduce the value of your investment.

The success of our products and services in generating revenue may be subject
to the quality and completeness of the data that is generated into our
interconnectivity systems, including the failure to input appropriate or
accurate information.

Failure or unwillingness by the user to accommodate the required information
may result in our not being paid for our services. As a developer of
connectivity technology products, we will be required to anticipate and adapt to
evolving industry standards and regulations and new technological developments.
The market for our technology is characterized by continued and rapid
technological advances in hardware and software development, requiring ongoing
expenditures for research and development, and timely introduction of new
products and enhancements to existing products.

Achieving market acceptance of new or newly integrated products and services
is likely to require significant efforts and expenditures.

Achieving market acceptance for new or newly integrated products and services
is likely to require substantial marketing efforts and expenditure of
significant funds to create awareness and demand by participants in the
healthcare industry. In addition, deployment of new or newly integrated products
and services may require the use of additional resources for training our
existing sales and customer service personnel and for hiring and training
additional salespersons and customer service personnel. There can be no
assurance that the revenue opportunities from new or newly integrated products
and services will justify amounts spent for their development, marketing and
rollout.

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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.

If our systems or the Internet experience security breaches or are otherwise
perceived to be insecure, we could lose existing clients and limit our ability
to attract new clients.

A security breach could damage our reputation or result in liability. We
retain and transmit confidential information, including patient health
information. Despite the implementation of security measures, our infrastructure
or other systems that we interface with, including the Internet, may be
vulnerable to physical break-ins, hackers, improper employee or contractor
access, computer viruses, programming errors, attacks by third parties or
similar disruptive problems. Any compromise of our security, whether as a result
of our own systems or systems that they interface with, could reduce demand for
our services.

We have been granted certain copyrights and have applied to receive patent
rights, and trademarks relating to our software. However, patent and
intellectual property legal issues for software programs, such as our products,
are complex and currently evolving.

Patent applications are secret until patents are issued in the United States,
or published in other countries, therefore, we cannot be sure that we are first
to file any patent application. In addition, there can be no assurance those
competitors, many of which have far greater resources than we do, will not apply
for and obtain patents that will interfere with our ability to develop or market
product ideas that we have originated. Furthermore, the laws of certain foreign
countries do not provide the protection to intellectual property that is
provided in the United States, and may limit our ability to market our products
overseas. We cannot give any assurance that the scope of the rights we have are
broad enough to fully protect our technology from infringement. Litigation or
regulatory proceedings may be necessary to protect our intellectual property
rights, such as the scope of our patent. Such litigation and regulatory
proceedings are very expensive and could be a significant drain on our resources
and divert resources from product development. There is no assurance that we
will have the financial resources to defend our patent rights or other
intellectual property from infringement or claims of invalidity.

Our auditors have expressed substantial doubt as to our ability to continue
as a going concern.

Due to the deficit we accumulated in our development stage and a lack of
revenue sufficient to support existing operations, there is substantial doubt
about our ability to continue as a going concern. The Company has recently
entered into several new business ventures requiring substantial capital to
achieve the significant revenues of its competitors. In order to obtain the
necessary cash flow for future growth and operating support, the Company intends
to expand its operations via the acquisition of operating interests in various
business ventures. Management believes the aforementioned acquisitions will
provide a vehicle in which to meet the cash requirements of the Company. There
is no assurance any of theses transactions will occur, nor do the financial
statement reflect any adjustments relating to future growth or potential
acquisitions. We may need to obtain additional financing in the event that we
are unable to realize sufficient revenue or collect accounts receivable as we
emerge from the development stage. We may incur additional indebtedness from
time to time to finance acquisitions, provide for working capital or capital
expenditures or for other purposes. However, we currently anticipate that our
operating cash flow along with the funds raised from financing will be
sufficient to meet our operating expenses for the next 12 months. 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.

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Critical Accounting Policy and Estimates

Our Management's Discussion and Analysis or Plan of Operation section
discusses our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.

On an on-going basis, management evaluates its estimates and judgments,
including those related to accrued expenses, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of our financial statements
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources. These accounting
policies are described at relevant sections in this discussion and analysis and
in the notes to the financial statements included in this Quarterly Report on
Form 10-QSB for the period ended March 31, 2005.

Results of Operations

The following is an itemization of our results of operations for the
three-month period ended March 31, 2005 in comparison to our results of
operations for the period ended March 31, 2004.

NET REVENUE. Net revenue (revenue minus cost of sales) for the
three-month period ended March 31, 2005 was $196,649 as compared to net revenue
of $55,392 for the three-month period ended March 31, 2004. As we emerge from
the development stage, we have begun to generate more significant revenue. We
cannot guarantee with certainty when we will begin to generate revenue
sufficient enough to fund ongoing operations. Our future revenues will be
reliant on the acceptance of our software systems, communication tools and suite
of software applications.

EXPENSES

GENERAL AND ADMINISTRATIVE EXPENSES. Our general and administrative
expenses relate to the operation and leasing costs of our corporate office.
General and administrative expenses for the three-month period ended March 31,
2005 were $174,936 compared to $59,082 for the three-month period ended March
31, 2004. We anticipate purchases of equipment and other office related supplies
in conjunction with the generation of revenues from business operations.

PAYROLL EXPENSE. Our payroll expense consists primarily of management and
employee salaries. Payroll expense for the three-month period ended March 31,
2005 was $256,869 compared to Payroll expense of $80,540 for the three-month
period ended March 31, 2004. A management team has been put in place to oversee
the launch of our software systems, communication tools and suite of software
applications. Management is focused on controlling payroll expenses until such
time as revenues are generated sufficient to increase the salary paid to our
executives. Payroll expense increased due to the addition of several new
employees in 2004.

PROFESSIONAL FEES. Our professional fees include fees paid to our
accountants and attorneys. Our professional fees for the three-month period
ended March 31, 2005 were $278,618 compared to professional fees of $238,530 for
the three-month period ended March 31, 2004. As we have contracts with the
professionals that provide support services for instaCare, our professional fees
remain constant.

STOCK-BASED COMPENSATION. Our stock-based compensation for the
three-month period ended March 31, 2005 was $346,380 compared to stock-based
compensation of $485,119 for the three-month period ended March 31, 2004. In an
effort to conserve our cash resources during fiscal 2003, 2004 and into fiscal
2005, we retained the services of outside consultants, a corporate strategic
planning firm and a merchant-banking firm who agreed to provide their
professional services for instaCare stock and stock options in lieu of cash. We
typically retain these consultants for a period of either 90 days or 180 days
duration.

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SOFTWARE DEVELOPMENT. Our software development expense for the
three-month period ended March 31, 2005 was $-0- compared to software
development expense of $69,641 for the three-month period ended March 31, 2004.
We have maintained our investment in the development of our software as
management continues to focus on integrating our software systems, communication
tools and suite of software applications with those of our partners.

HARDWARE COSTS. Our hardware costs represent the cost of goods category
for our PDA based Residenceware products associated with the purchase and
installation of computer server hardware at our hotel/motel customer sites. Our
hardware costs for the three-month period ended March 31, 2005 were $10,075 as
compared to hardware costs of $0 for the three-month period ended March 31,
2004.

IMPAIRMENT LOSS ON OPERATING ASSETS. Our impairment loss on operating
assets expense for the three-month period ended March 31, 2004 was $111,473.
instaCare incurred no such expense for the three-month period ended March 31,
2005.

DEPRECIATION. Our depreciation expense was $13,138 for the three-month
period ended March 31, 2005 compared to $36,377 for the three-month period ended
March 31, 2004. This represents depreciation on the assets of instaCare and has
decreased due to the asset impairment recognized as of December 31, 2004.

TOTAL OPERATING EXPENSES. Total operating expenses for the three-month
period ended March 31, 2005 were $1,195,306 compared to $1,077,700 for the
three-month period ended March 31, 2004. The increase in total operating
expenses was mainly a result of additional overhead costs required to support
the commencement of significant operations.

NET OPERATING LOSS. The net operating loss for the three-month
period ended March 31, 2005 was $998,657 compared to $1,022,308 for the
three-month period ended March 31, 2004. Net operating loss is the result of
revenue minus total expenses. Our net operating loss decreased from the first
quarter of 2004 due to the elimination of the impairment loss recognized during
the first quarter of 2004. We are please to be emerging from the development
stage and are focused on reducing our net operating loss in the latter of half
of 2005 through 2006.

LOSS ON DEBT SETTLEMENT. In the three-month period ended March 31, 2004
the Company retired past debts valued at $317,136. The Company incurred no such
expense for the three-month period ended March 31, 2005. We will continue to
retire our outstanding debt as revenue allows.

INTEREST INCOME. The Company did not record any interest income for the
three-month period ended March 31, 2004 compared to $3,531 for the three-month
period ended March 31, 2005.

FINANCING COSTS. In the three-month period ended March 31, 2005 the
Company incurred financing costs of $441,083 compared to $408,255 for the
three-month period ended March 31, 2004.

INTEREST EXPENSE. Interest expense was $48,699 for the three-month period
ended March 31, 2005 compared to $9,051 for the three-month period ended March
31, 2004.

NET LOSS. Our net loss from operations was $1,484,909 for the three-month
period ended March 31, 2005 compared to $1,756,750 for the three-month period
ended March 31, 2004. It should be expected that we would continue to incur
losses from operations until such time as revenues can be generated to cover
such costs.

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Industries/Markets Serviced

Pharmaceutical Distribution

With our acquisition of CareGeneration, Inc. through our subsidiary Pharma
Tech Solutions, Inc. we are now building a prescription drug channel
distribution and fulfillment business. Our decisions to enter these markets are
primarily based on experience we have gained from our earlier efforts to license
our MD@Hand PDA products to companies that were already part of these channels.

Expenditures on prescription drugs accounts for more than 10 percent of the
$1.5 trillion annual domestic healthcare market. However, a significant portion
of the U.S. population - 45 million based on recent estimates or more than 15
percent of the total population - is excluded from receiving the drugs critical
to health, longevity and quality of life due to a lack of health insurance.

Various programs, sponsored by large hospital chains through clinics but
typically through state and federal government programs, attempt to provide drug
benefits to the uninsured and underinsured population, but study after study
have shown that administrative inefficiencies and government bureaucracy inhibit
these programs. By linking a centrally located, state-of-the-art, drug
distribution facility, with an established wholesale prescription distributor,
and powerful wireless technology, instaCare is positioned to bring economic and
administrative efficiencies to the projected $8 billion market for delivering
prescriptions to medically uninsured and underinsured consumers.

Thus far instaCare, through our recent acquisition of CareGeneration, Inc.,
has only targeted firms that currently service this market, through the sale of
discounted bulk pharmaceuticals. However, as one of the only organizations
targeting this vast, underserved market, a market that typically includes a
higher proportion of unhealthy and more elderly people, instaCare is positioning
itself to accumulate market share by servicing the market directly.

Our pharmaceutical distribution business will thus supply some of our
competitors with discount bulk pharmaceuticals for the generation of cash flow,
and put this increased cash flow to use in an attempt to become a more effective
competitor through the distribution of our proprietary medical IT to physicians
that provide service to the poor and uninsured in the hopes that a critical mass
of these physicians will electronically refer prescriptions for their patients
to instaCare for fulfillment. This technology pull-through business model,
although not unique, is being implemented, instaCare believes, for the first
time in an indigent care setting.

Real Estate and Hotel/Motel Applications

In late 2002 we introduced ResidenceWare, a collection of Internet-enhanced
communication, integration, and networking software systems and applications
designed for the apartment management and lodging industries, that reside on and
function through Windows CE-based PDAs and the Wi-fi networks that manage these
PDAs. ResidenceWare was proprietarily and internally developed in cooperation
with prominent commercial and residential real estate management companies, and
hotel owners who defined for instaCare a need for a communication tool that
could capitalize on recent technological advances to facilitate the relay of
vital information directly and instantaneously to occupying tenants/guests

Our experiences to date have been mixed. Under our original business model, a
model built on the perceived value of concentration of placements in a certain
area, we found it difficult to induce area vendors to sponsor advertising after
a certain level of concentration, particularly if our ResidenceWare products
were installed in several hotels along the same freeway intersection or the same
side of town. When it became clear that the motivations of the service vendor
were different than the motivations of the hotel owner, even though both were in
the business of providing service to the same guest, we had already received
orders from 28 hotels or motels with approximately 2900 rooms. instaCare thus
changed our Residenceware business model from an advertising sponsored model to
a model where instaCare sells and installs the Wi-Fi network at the hotel on a
price per room installed basis, achieving revenue from the "wiring" of a hotel
with our PDA wireless networks. Once payment is received we then provide an
advertising sponsored model to the hotel owner and area vendors for a fee.
instaCare has shipped approximately 1250 Residenceware units to 15 hotels
originally brought to us through the efforts of a sales agent. Whereas
previously we employed a series of part-time or on-call installation and sales
agents, instaCare is now responsible for sales, service, installation and the
cooperative advertising model. Our initial sales and service agent, PCHertz.com,
inc. of Fargo, ND, remains a sales agency and a referral source for us.

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In the summer of 2003 we began discussions for a possible acquisition of MDU
Services, Inc. (MDU), a Texas based company that was in several businesses, but
of particular interest was MDU's business of providing kiosk-style access to the
Internet at hotels and apartment buildings. Envisioning a more robust line of
Internet connectivity products for the lodging and apartment management
marketplaces, we made an initial offer to acquire MDU in the late fall of 2003.
This acquisition has never progressed past the Due Diligence phase, even after
we revised our offer in February 2004. Given the time that has passed and the
lack of materials provided by MDU for our review, it is questionable whether
this acquisition will close, although there are no penalties associated with a
delayed closure. We remain interested in MDU's businesses.

SateLink

SateLink is instaCare's palm computer based product system designed to
facilitate wireless process control, calibration, key coding and communications
within the cable and media re-broadcast industries. SateLink seeks to resolve
electronic communication barriers that inhibit customer communications and
service and furnishes previously unattainable controls over the delivery of
their products.

SateLink is a collection of communication, integration, and networking
software systems that reside on a Windows CE-based PDA that communicates via
Wi-Fi wired or satellite network connections. instaCare believes SateLink will
capitalize on recent innovations with PDA-sized GPS receivers to consolidate one
or multiple GPS channels into a WiFi network to empower real-time satellite
communications between a sponsoring corporation and field based PDAs.

Current Business Focus

Our current business focus is in two distinct areas. The first area of focus
is indigent care where we will leverage our IT communications technologies,
providing these technologies to physicians who treat the poor and indigent, in
return for our devices being used to drive business to our pharmaceutical
distribution division. The second area of focus is the hotel/motel market where
our Residenceware products and services have begun building traction.

To accomplish our business goals we are marketing a comprehensive suite of
medical information technology, cooperative advertising, instant messaging and
fulfillment, and electronic commerce applications that are Internet enhanced,
integrated for medical professional use, and hotel management/guest use, both
software suites functioning through networks of wireless PDA Internet
appliances. Our applications have been designed to meet the needs of the
inpatient and outpatient medical environments, and the hotel management and
guest (consumer), and are not just commercially viable but also regulatory
standard compliant. Our satellite media applications leverage information
obtained from a communications satellite. Additionally, our software
applications were conceived and implemented to offer the management level user,
either the medical professional or hotel manager, the ability to manage
prospective and retrospective commerce.

We have filed two broad based patent applications and intend to file
derivative patent applications covering the processes, use and functionality of
our technologies and products. Our satellite media product is designed for use
by installation and customer support technicians and offers instant and secure
communication between the individual subscriber and the satellite broadcast
service.

Our software is designed to integrate point of service applications. The
medical appliance, the longest available product, monitors treatment protocols
and up to the moment patient histories coupled with real-time on-line medical
electronic prescriptions, medical diagnostic ordering and fulfillment medical
insurance claims submission.

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The Wi-Fi hotel/motel and apartment software makes use of much of the
foundation technologies resident in the medical product, however, given the
differences in the two markets that the products service, the hotel/motel
product is much more cooperative oriented, offering more consumer transactional
services with the compliment of advertising.

Our technologies and products for the hotel/motel marketplace are designed to
furnish hotel and motel guests with a menu of food service, office services and
other remote service (dry cleaning for instance) choices that can be
electronically ordered through our PDA-based information appliance for delivery
directly to the hotel/motel guest. Employing the latest in commercial Wi-Fi
technology, we wrapped the time and volume tested commercial technologies into
our patent pending PDA communication networking technologies, allowing us to be
the first to offer complex and real-time point of sale applications through a
totally wireless (PDA) appliance.

The satellite broadcast industry product alsomakes use of much of the
foundation technologies resident in the medical product, however, given the
differences in the two markets that the products service, the satellite
broadcast product is much more security and customer service oriented, offering
the satellite broadcast company the ability to better configure their services
for the subscriber. This product also allows the office bound sales agent to be
able to concentrate on the sale of additional services to subscribers.

New Product Offerings

With our new prescription drug distribution business now coming on-line,
instaCare has decided to begin the practice of specializing in the distribution
of medical diagnostic and medical disposable products associated with the
on-going care of diabetes inflicted patients. This decision was made because the
treatment and care of diabetes patients is an on-going lifetime process. To date
we have entered into agreements with distribution arms of two major manufactures
and distributors of competing diabetic diagnostic products. We plan to add more
of these diagnostic products as we further specialize into this medical niche.

Distribution, Marketing and Customer Relations

Management intends to implement an aggressive but targeted marketing campaign
to educate healthcare providers about our medical technology solutions,
hotel/motel owners about our technologies and products for the hotel/motel
marketplace and our technologies and products for the satellite broadcast
marketplaceby demonstrating the benefits obtained through their use. The
industry focused marketing campaigns are intended to leverage our efforts by
qualifying customers' needs and interests.

The instaCare medical marketing strategy will ultimately target the physician
providers who specialize in care for the indigent through the provision of
technology, products and services that specifically respond to the needs and
requirements of that market. The indigent care physician will be the ultimate
determinant as to the success of any given system; therefore, it is incumbent on
any marketing strategy to focus on the satisfaction of their needs.

Healthcare is an interdependent web of payors and providers. instaCare's
success strategy is reliant on targeting a single sector within the industry.
Although the physician will determine a product's utilization, it is the other
components of the system that will bear the cost of the products and services
introduction and ongoing deployment.

Implicit to our medical marketing strategy is the contracting of state
Medicaid and welfare programs, pharmacy benefit management entities, and medical
case management entities within a targeted region that provides for system
integration to our products and services. Once the network has been established
our IT driven mail order pharmacy services will be distributed to those
physicians included within the Medicaid or welfare agency Provider Network. We
will rely on those contracted agencies to support and assist in the distribution
of the product to the said physicians.

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The instaCare hotel/motel marketing strategy will ultimately target
hotel/motel owners through the provision of technology and services that
specifically respond to their needs and requirements. The hotel/motel owners
will be the ultimate determinant as to the success of any given system;
therefore, it is incumbent on any marketing strategy to focus on the
satisfaction of their needs. instaCare has designed products to furnish hotel
and motel guests with a menu of food service, office services and other remote
servicesthat include those features that specifically respond to the
requirements of the hotel/motel owner. We believe that the combination of unique
and responsive benefits derived from our system coupled with its simplicity,
portability, convenience and ease of use will initiate and propel its
implementation throughout the industry.

Historically hotels and motels have adopted specific technology that enhances
the utility of either the in-room telephone(s) or the in-room cable linked
television. Thus, most of the innovations in hotels and motels have leveraged
devices where innovation is waning. The electronics in telephones and telephone
systems are limited and, and the television's design tends to limit its utility
to one-way communication directed at the person watching.

Even add-on devices such as satellite boxes for televisions and streaming
LCDs for telephones add only limited functionality. The person operating the
telephone or television must do something away from that device should something
of interest catch their eye. Thus local merchants who may opt to advertise their
products and services via closed circuit television or a streaming LCD on a
telephone hope that the person watching will remember their message and visit
their establishment or call for service.

Competition

The medical industry is highly competitive in the attraction and retention of
physician customers, insurers, government agency payors/sponsors and other
medical providers. The number of competing companies and the size of such
companies vary in different geographic areas. Generally, instaCare is in
competition with other PDA technology companies that offer medically related
software suites, with the most effective competition coming from companies that
possess greater capital resources, have longer operating histories, larger
customer bases, greater name recognition and significantly greater financial,
marketing and other resources than do we. However, only one competitor is
currently using its technologies to pull through business from other ancillary
products and services, and no other competitor is currently focused on
healthcare services for the poor and indigent.

There are a number of small and large companies that provide some type of IT
services at the point of care tying physicians to the healthcare systems:

1. Large publicly traded companies: WebMD, formerly known as Healtheon (HLTH),
	the former MedicaLogic/Medscape (merged into HLTH) and to a slightly lesser
	degree Cerner/Citation (CERN), IDX Corporation (IDXC) and venerable Shared
	Medical (acquired by Seimens) are very broadly involved in healthcare based
	services including consumer services, E-commerce and connectivity
2. PDA-based companies: PatientKeeper Corp. (formerly Virtmed), ePhysician,
	which less than two years ago was acquired in asset sale by Ramp Corp. (RCO)
	and is now downsized, and iScribe, which less than two years ago was
	reorganized and then merged into AdvacePCS, have announced products that
	reside on 3-Com's Palm PC. PocketScripts ("PS") is another market entrant
	that specializes in the electronic prescriptions. Zixcorp (ZIXI) acquired PS
	in 2003 and is still engaged in a consolidation.

The PatientKeeper product allows physicians to capture billing information
for hospital-based accounts and purports to manage receivable transactions (a
mix of a 1st generation feature on a 3rd generation technology).
EPhysician's (Ramp Corp.) product offering allows prescription ordering from a
PDA. On the surface, the former several of these companies provide systems that
offer a few of the features of instaCare's system. However their approach
involves a greater capital cost and is plagued with platform data management
disadvantages compared to instaCare's product line. Most of these companies,
PatientKeeper being the exception, have histories of financial troubles but
nonetheless have garnered impressive valuations.

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All of the technology-based companies listed above have a similar broad goal
to deliver PDA based data management to physicians. One company, AllScripts (MDRX),
appears to be positioned to advance to a market leadership position and is the
aforementioned company employing a business model similar to instaCare.
AllScripts employs a "pull-through" business model whereby their technology is
employed at the physician's point of care in an effort to provide medical
utility and medical content to that physician, but with the greater goal of
selling that physician bulk pharmaceuticals.

There can be no assurance that we will be able to compete successfully
againstcurrent and future competitors, and
competitive pressures faced by us may have a material adverse effect on our
business, prospects, financial condition and results of operations. Further, as
a strategic response to changes in the competitive environment, management may
from time to time makecertain pricing, service or
marketing decisions or acquisitions that could have a material adverse effect on
our business, prospects, financial condition and results of operations.

The instaCare satellite marketing strategy will ultimately target the
satellite broadcast providers through the provision of technology and services
that specifically respond to their needs and requirements. Each satellite
provider will be the ultimate determinant as to the success of any given system;
therefore, it is incumbent on any marketing strategy to focus on the
satisfaction of their needs. instaCare has designed our satellite products to
allow the on-site technician the ability to configure a subscriber system in
seconds while also allowing the satellite broadcast company to control the
on-site technician features that specifically respond to their needs. We believe
that the combination of unique and responsive benefits derived from our system
coupled with its simplicity, portability, convenience and ease of use will
initiate and propel its implementation throughout the industry.

Liquidity and Capital Resources

Since inception, we have funded operations primarily through notes issued and
the net cash proceeds from offerings of our common stock. At March 31, 2005, we
had cash and equivalents of $1,849,198, total stockholders' equity of $1,570,846
and positive working capital of $1,328,017. instaCare has only recently begun to
generate revenue and as such it would be expected that our funding requirements
would grow as we hire additional staff. We expect that we will, from time to
time, return to the capital markets seeking additional equity capital or debt to
further our operations. instaCare's products require us to advance cash for our
network installations prior to the receipt of any cash flow from the network
installations. Thus, there is a probability that cash generated from operations
in future periods will lag expenses and should there be insufficient resources
to satisfy our liquidity requirements, we may sell additional equity or debt
securities, or through bank credit facilities. The issuance of additional equity
or convertible debt securities could result in additional dilution to our
shareholders.

Net cash used by operating activities during the three-month period ended
March 31, 2005 was $938,048, which was primarily due to the net loss of
$1,499,909 offset by shares issued for stock-based compensation of $896,530.
This compares to net cash used by operating activities during the three-month
period ended March 31, 2004 of $249,760, which was primarily due to the net loss
of $1,756,750 offset by shares issued for various purposes totaling $1,071,096.

Net cash provided by investing activities during the three-month period ended
March 31, 2005 and 2004 was $0. As cash flow allows, we may enter into investing
activities on a case-by-case basis should management believe it prudent to do
so.

Net cash provided by financing activities during the three-month period ended
March 31, 2005 was $2,757,973 comprised of a reduction of $11,027 as payments
made on an note payable to a shareholder, $400,000 in proceeds from long-term
debt, a revolving line of credit in the amount of $215,950, the issuance of
preferred series "C" stock in the amount of $2,000,000 and $153,050 received
from the issuance of common stock. This compares to net cash provided by
financing activities during the three-month period ended March 31, 2004 of
$1,005,734 comprised of $5,000 in convertible notes payable to a related party,
$550,000 in proceeds from long-term debts, $35,334 in proceeds from note payable
to shareholder and $425,400 received from the issuance of common stock.

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All investor inquiries should be directed via mail to Mr. Keith Berman,
Secretary, instaCare Corp., 2660 Townsgate Road, Suite 300, Westlake Village,
California 91361.

Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. We maintain controls
and procedures designed to ensure that information required to be disclosed in
the reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed as of March 31,
2005, our chief executive officer and the principal financial officer concluded
that our disclosure controls and procedures were adequate.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in claims and litigation that arise
out of the normal course of business. Neither instaCare nor its subsidiaries are
currently subject to any legal proceedings. instaCare's recent acquisition
target CareGeneration, Inc. ("CareGen"), is not subject to any legal
proceedings. Currently, there are no pending matters that in management's
judgment are expected to have an uncontemplated material adverse effect on our
financial statements. However, there are several current matters.

On April 6, 2005 we received a demand letter from Bruce J. Biagini, Esq.
representing Ronald R. Kelly, a member of instaCare's Board of Directors. Mr.
Biagini's letter makes specific demands of instaCare in regard to certain shares
that Mr. Biagini claims are due Mr. Kelly as a result of the closing of our
February 25, 2005 acquisition of CareGeneration, Inc. ("CareGen"). Given the
nature of the demands it is unclear from Mr. Biagini's letter whether he is also
making the same claims on behalf of the former corporation CareGeneration, Inc.
or its shareholders, or whether Mr. Biagini is aware that CareGen had
shareholders in addition to Mr. Kelly. On April 12, 2005 we received a follow-up
letter. This letter, on behalf of Mr. Kelly, dropped certain of Mr. Kelly's
original claims for shares and amended other claims for shares. instaCare
disputes any assertion that it has not timely paid to Mr. Kelly or his
shareholders certain of the shares he is claiming and has addressed each of Mr.
Kelly's claims in a written response from our counsel. However, given the
ambiguities in Mr. Biagini's letters, we cannot determine any possible outcome
at the present time.

In April 2004 we entered into an agreement with DataFuzion, Inc. ("Fuzion"),
a Colorado based medical software and medical systems company. Among other
things this agreement called for instaCare to provide license to certain of its
software and to provide introduction to agents and service organizations that
were capable of assisting Fuzion's stated desire to become a fully reporting
public company. After several attempts to compel Fuzion to render the
consideration called for under the agreement we were made aware that Fuzion was
in fact holding merger discussions with Omni Medical Holdings Inc., a South
Dakota based company. On March 1, 2005 we received notice that this merger had
been completed. On March 8, 2005 we made claim for the shares called for under
the agreement through written correspondence to both DataFuzion, Inc. and Omni
Medical Holdings Inc. Although we have not yet resolved our claims, DataFuzion,
Inc. has contacted us and we remain optimistic that we will be able to resolve
our issues.

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Item 2. Changes in Securities.

On January 13, 2005, the Company issued 7,250,000 shares of its common stock
for services received in connection with financing arrangements valued at
$137,750, the fair market value of the underlying shares. The Company believes
that the issuance was exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2). The shares
were issued directly by the Company and did not involve a public offering or
general solicitation.

On January 16, 2005, the Company entered into a three month consulting
agreement with Steven Bayern. As compensation for his services, the Company
agreed to issue Mr. Bayern 5,000,000 shares of its common stock with 1,250,000
vesting 15 days after the execution of agreement. The Company believes that the
issuance will be exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2). The shares
will be issued directly by the Company and the sale did not involve a public
offering or general solicitation.

On February 1, 2005, the Company entered into a financial consulting
agreement with Pylon Management, Inc. expiring on December 31, 2005. Pursuant to
the agreement, the Company agreed to grant Pylon Management an option to
purchase up to 18,500,000 shares of the Company's common stock at $0.02 per
share. As of March 31, 2005, no options have been granted. The Company believes
that the grant of the option is exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section 4(2).

On February 2, 2005, the Company issued 10,790,000 shares of its common stock
in exchange for consulting services valued at $183,430, the fair market value of
the underlying shares. The Company believes that the issuance was exempt from
the registration and prospectus delivery requirements of the Securities Act of
1933 by virtue of Section 4(2). The shares were issued directly by the Company
and did not involve a public offering or general solicitation.

On February 7, 2005, the Company reached an agreement with Mercator Momentum
Fund, LP and Monarch Pointe Fund, Ltd. and Mercator Advisory Group, LLC ("the
Purchasers") whereby the Company sold 20,000 shares of the Company's Series "C"
preferred stock for cash in the amount of $2,000,000. Each share of preferred
series "C" stock is convertible into shares of the Company's common stock at a
rate equal to 80% of the market price prior to conversion. The Company believes
that the issuances were exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2). The shares
were issued directly by the Company and did not involve a public offering or
general solicitation. The recipients of the shares were 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
financial statements and Exchange Act reports of the Company. The Company
reasonably believed that the recipients, immediately prior to issuing the
shares, had such knowledge and experience in financial and business matters that
they were capable of evaluating the merits and risks of their investment. The
recipients had the opportunity to speak with the Company's management on several
occasions prior to their investment decision.

On February 7, 2005, the board of directors approved the issuance of warrants
to purchase 100,000,000 shares of the Company's common stock to Mercator LLP in
connection with financing arrangements. Such warrants are exercisable over a
period of three years at an exercise price of $0.02 for the initial 50,000,000
shares and $0.03 for the remaining 50,000,000 shares. The Company believes that
the issuance of the warrants was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section 4(2).

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On February 7, 2005, the board of directors approved the issuance of warrants
to purchase 3,500,000 shares of the Company's common stock to Pylon Management
for payment of consulting services. The warrants are exercisable at a price of
$0.02 per share and vest over a period of three years. The Company believes that
the issuance of the warrants was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section 4(2).

On February 10, 2005, the Company entered into a "Note Extension Agreement"
with Pinnacle Partners, LP. Pursuant to the Agreement, the Company issued
83,000,000 shares of its common stock as collateral for additional principal in
the amount of $400,000. In addition, the Company issued 13,000,000 shares of its
common stock as a renewal fee to Pinnacle Partners and CJR, Capital, LLC, its
designee. The Company believes that the issuances were exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
by virtue of Section 4(2). The shares were issued directly by the Company and
did not involve a public offering or general solicitation. The recipients of the
shares were 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 financial statements and Exchange Act reports
of the Company. The Company reasonably believed that the recipients, immediately
prior to issuing the shares, had such knowledge and experience in financial and
business matters that they were capable of evaluating the merits and risks of
their investment. The recipients had the opportunity to speak with the Company's
management on several occasions prior to their investment decision.

On February 10, 2005, the Company entered into a six-month consulting
agreement with Victor Pallante for financial advisory services in exchange for
cash in the amount of $50,000 due upon execution of the agreement and 5,000,000
shares of the Company's common stock to be considered earned over the term of
the agreement and issued incrementally. The Company believes that the issuance
will be exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2). The shares will be issued
directly by the Company and the sale did not involve a public offering or
general solicitation.

On February 15, 2005, the Company granted stock options to three of its
officers and director, to purchase 63,000,000 shares of common stock at a strike
price of $0.002 per share pursuant to the Company's 2005 Stock Option Plan. The
Company believes that the grant of the options was exempt from the registration
and prospectus delivery requirements of the Securities Act of 1933 by virtue of
Section 4(2).

On March 14, 2005, the Company issued 42,500,000 shares of its common stock
pursuant to the "Agreement and Plan of Merger," entered into on November 4,
2005, to the shareholders of CareGen, Inc. Additionally, the Company issued
10,000,000 shares of common stock to various individuals for cash in the amount
of $28,050 and services valued at $151,950. Further, the Company's wholly owned
subsidiary, Pharma Tech, Inc. issued 39,750,000 shares of its common stock to
the CareGen shareholders. The Company believes that the issuances were exempt
from the registration and prospectus delivery requirements of the Securities Act
of 1933 by virtue of Section 4(2). The shares were issued directly by the
Company and did not involve a public offering or general solicitation. The
recipients of the shares were 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 financial statements and
Exchange Act reports of the Company. The Company reasonably believed that the
recipients, immediately prior to issuing the shares, had such knowledge and
experience in financial and business matters that they were capable of
evaluating the merits and risks of their investment. The recipients had the
opportunity to speak with the Company's management on several occasions prior to
their investment decision.

On March 14, 2005, the Company issued 17,500,000 shares of its common stock
in exchange for services rendered in connection with financial consulting,
valued at $190,000, and cash in the amount of $125,000. The Company believes
that the issuance was exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2) and
Regulation D Rule 506. The shares were issued directly by the Company and did
not involve a public offering or general solicitation.

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Item 6(a) - Exhibits.

|Exhibit Number | Name and/or Identification of Exhibit                                                                                                                                                                                                                                                        
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Articles of Incorporation & By-Laws                                                                                                                                                                                                                                                          
|               | (a) Articles of Incorporation of the
		Company filed March 2, 2001. Incorporated by reference to the exhibits
		to the Company's General Form For Registration Of Securities Of Small
		Business Issuers on Form 10-SB, previously filed with the Commission.                                
|               | (b) Certificate of Amendment to the
		Articles of Incorporation of the Company filed May 9, 2001. Incorporated
		by reference to the exhibits to the Company's General Form For
		Registration Of Securities Of Small Business Issuers on Form 10-SB,
		previously filed with the Commission.
|               | (c) Certificate of Amendment to the
		Articles of Incorporation of the Company filed August 2, 2002.
		Incorporated by reference to the exhibits to the Company's June 30, 2002
		Quarterly Report on Form 10-QSB, previously filed with the Commission.                                     
|3.2            | By-Laws of the Company adopted March 16,
		2001. Incorporated by reference to the exhibits to the Company's General
		Form For Registration Of Securities Of Small Business Issuers on Form
		10-SB, previously filed with the Commission.                                                   
|31             | Rule 13a-14(a)/15d-14(a)
		Certification                                                                                                                                                                                                                                                     
|32             | Certification under Section
		906 of the Sarbanes-Oxley Act (SECTION 1350)                                                                                                                                                                                                                   

Item 6(b) - Reports Filed on Form 8-K.

For the quarter ended March 31, 2005, and prior to our name change to
instaCare Corp., the Company filed the following reports on Form 8-K with the
Securities and Exchange Commission:

On January 10, 2005, the Company announced, under Item 7.01 Regulation FD
Disclosure that on December 24, 2004, instaCare and our subsidiaries Pharma-Tech
Solutions, Inc. and Medicius, Inc. entered into an exclusive agreement regarding
wholesale drug distribution licensing and wholesale drug distribution operations
with Kelly Company World Group, Inc. ("KCWG"), its president, Ronald R. Kelly,
and a closely related corporation controlled by Ronald Kelly, CareGeneration,
Inc. This agreement granted to instaCare and our subsidiaries the exclusive and
continuing rights, benefits, and conditions in the operation of the KCWG
wholesale drug distribution business including their Wholesale Drug Distributor
Licenses in Indiana and Illinois. KCWG agreed to maintain these Licenses in full
force and effect, and to pursue other full drug distribution license
applications in additional states as required. The first transaction under this
agreement was initiated on January 4, 2005.

In addition, we executed a lease agreement with KCWG that allows us full
access to and use of their FDA approved warehouse facilities in Carthage,
Illinois for wholesale drug distribution activities. In return for a commitment
to non-interference in the use of said facility, we have agreed to negotiate
salaries or work agreements with the employee(s) for their continued discharge
of existing duties, many of which are regulatory fulfillment in nature.

On February 15, 2005, the Company announced, under Item 7.01 Regulation FD
Disclosure that on February 7, 2005, instaCare Corp. ("instaCare") reached an
agreement (the "Agreement") with Mercator Momentum Fund, LP, and Monarch Pointe
Fund, Ltd. (collectively, the "Purchasers") and Mercator Advisory Group, LLC ("MAG").
Under this Agreement, in return for a total investment of $2,000,000 USD from
the Purchasers, instaCare agreed to issue and sell to the Purchasers an
aggregate of: (a) Twenty Thousand (20,000) shares of our Series C Convertible
Preferred Stock (the "Series C Stock"), $1000.00 per share which shall be
convertible into shares (the "Conversion Shares") of instaCare's Common Stock
(the "Common Stock") with the conversion rate pegged at 80% of the market for
instaCare's Common Stock prior to any conversion, subject to certain conditions,
and (b) One Hundred Million (100,000,000) warrants to acquire up to One Hundred
Million (100,000,000) shares of instaCare's Common Stock, 50,000,000 of the
warrants having an exercise strike price of $.02 and 50,000,000 of the warrants
having an exercise strike price of $.03.

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The number of Conversion Shares and Warrant Shares that any Purchaser may
acquire at any time are subject so that the aggregate number of shares of Common
Stock of which such Purchaser and all persons affiliated with such Purchaser
have beneficial ownership (calculated pursuant to Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) does not at any time exceed 9.99% of
instaCare's then outstanding Common Stock. On February 11, 2005, instaCare filed
an SB-2 Registration Statement with the Securities and Exchange Commission to
register the common shares of instaCare Common Stock underlying this Agreement.

On February 16, 2005, the Company announced, under Item 7.01 Regulation FD
Disclosure that instaCare and Pinnacle Investment Partners, LP ("Pinnacle"),
collectively (the "Parties"), entered into a Note Extension Agreement
("Agreement"). instaCare had previously issued to Pinnacle a $700,000 Secured
Promissory Note bearing interest at the rate of 12% per annum, dated March 24,
2004 (the "Note"), which provided for a maturity date of September 24, 2004 (the
"Maturity Date"). In a Note Extension Agreement dated September 24, 2004, the
Parties amended the Note and the related Pledge and Security Agreement, and
under the terms of that Note Extension Agreement the maturity date of the Note
became March 24, 2005. On February 11, 2005, instaCare filed an SB-2
Registration Statement with the Securities and Exchange Commission to register
the common shares of instaCare Common Stock underlying this Agreement.

On February 28, 2005, we announced, under Item 7.01 Regulation FD Disclosure
the closure of our acquisition of CareGeneration, Inc. into instaCare's
subsidiary Pharma Tech Solutions, Inc., which will now assume the businesses and
manage the associated properties of CareGeneration, Inc.









[balance of this page intentionally left blank]







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SIGNATURES

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

instaCare Corp.


(Registrant)







Date: May 20, 2005







By: /s/ Robert Cox

Robert Cox

President and CEO















Date: May 20, 2005







By:/s/ Keith
Berman

Keith Berman

Secretary and Treasurer/CFO











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