UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549  FORM
10-Q/A  xQUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934  For the
quarterly period ended September 30, 2008  oTRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934  Commission file number 000-29315  InstaCare
Corp.. (Exact
name of registrant as specified in its charter)  Nevada

91-2105842(State or other jurisdiction of incorporation or
organization)

(I.R.S. Employer Identification No.)  2660
Townsgate Road, Suite 300 Westlake
Village, California  91361. (Address
of principal executive offices)  (805)
466-1973. (Registrants telephone number, including area code)  Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
  Yes x   No o  Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act.  Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o(Do not check if a
smaller reporting company)
Smaller reporting company
x  Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No x  The number of shares of Common Stock,
$0.001 par value, outstanding on November 14, 2008, was 43,112,355 shares.   PART 1 
FINANCIAL INFORMATION  Item
1. Financial Statements  instaCare, Corp.Condensed Consolidated Balance
SheetsSeptember 30,

December 31,2008

2007(Unaudited)

AuditedAssetsCurrent assets:Cash
$
32,296
$
4,353Accounts receivable

1,293,848

669,041Inventory

303,965

96,450Prepaid expenses

8,304

3,816Total current assets

1,638,413

773,660Fixed assets net of accumulated
depreciation of$172,188 and $145,000,
respectively

9,061

36,250Other assetsDeposits

3,412

3,412Amortizable loan fees

26,045

-Total other assets

29,457

3,412Total assets
$
1,676,931
$
813,322   2    instaCare, Corp.Condensed Consolidated Balance
SheetsLiabilities and Stockholders
DeficitCurrent liabilities:Accounts payable
$
39,475
$
120,107Accrued liabilities

196,500

199,265Accrued interest

554,363

412,837Line of credit

787,501

467,044Demand note  related party

1,779

280Notes payable, current portion

193,199

181,021Convertible notes payable

1,452,689

1,377,689Total current liabilities

3,225,506

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

43,727

85,109Stockholders (deficit)Preferred stock, $0.001 par value,
2,249,000 shares authorized,207,526 shares issued and outstanding
as of September 30, 2008and December 31, 2007,
respectively

207

207Preferred series A stock, $0.001
par value, 750,000 sharesauthorized, no shares issued and
outstanding as of September 30, 2008

-

-and December 31, 2007,
respectivelyPreferred series C stock, $0.001
par value, 1,000,000 sharesauthorized, 17,860 shares issued and
outstanding as ofSeptember 30, 2008 and December 31,
2007

18

18Preferred series D stock, $0.001 par value, 1,000
sharesauthorized no shares issued and outstanding as of
September 30, 2008and December 31, 2007

-

-Preferred series E stock, $0.001 par value,
1,000,000 shares authorized14,900 and no shares issued and outstanding as of
September 30, 2008and December 31, 2007, respectively

15

-Common stock, $0.001 par value, 1,750,000,000
shares authorized,43,112,355 and 29,200,026 shares issued and
outstanding as ofSeptember 30, 2008 and December 31, 2007

43,113

29,200Shares authorized and unissued, 944,029 and
3,700,294 as ofSeptember 30,
2008 and December 31, 2007, respectively

944

3,700Additional paid in capital

17,797,367

17,353,200Dividend payable

431,125

292,392Accumulated (deficit)

(19,865,091)

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

(1,592,302)

(2,030,030)Total liabilities
and stockholders (deficit)
$
1,676,931
$
813,322  The accompanying notes are an integral part
of these condensed consolidated financial statements.   3    InstaCare, Corp.Condensed Consolidated Statements
of Operations(Unaudited)Three Months Ended

Nine Months EndedSeptember 30,

September 30,2008

2007

2008

2007Revenue
$
3,439,271
$
1,585,538
$
9,257,347
$
3,705,669Cost of sales

3,233,370

1,327,518

8,259,316

3,124,822Gross profit

205,901

258,020

998,031

580,847Expenses:General & administrative

66,319

48,820

191,623

230,345Consulting

25,804

225,597

119,539

603,674Payroll expense

47,335

74,358

247,670

162,256Professional fees

6,184

1,680

73,781

83,656Depreciation and amortization

9,063

11,618

27,189

35,108Total expenses

154,705

362,073

659,802

1,115,039Net operating income (loss)

51,196

(104,053)

338,229

(534,192)Other income (expense):Financing costs

(70,527)

(3,205)

(186,788)

(14,328)Interest expense, net

(56,823)

(56,293)

(168,216)

(168,786)Total other income (expense)

(127,350)

(59,498)

(355,004)

(183,114)Net income (loss)

(76,154)

(163,551)

(16,775)

(717,306)Add: Dividends declared on preferred

-

-

-

-Income (loss) available to common
shareholders'
$
(76,154)
$
(163,551)
$
(16,775)
$
(717,306)Weighted average number ofcommon shares outstanding- basic

42,008,804

13,155,843

38,201,135

11,702,736Net income (loss) per share  basic
$
(0.00)
$
(0.01)
$
(0.00)
$
(0.06)  The accompanying notes are an integral part
of these condensed consolidated financial statements.  4    InstaCare, Corp.Condensed Consolidated Statements
of Cash Flows(Unaudited)Nine Months EndedJune 30,2008

2007Cash flows from operating activitiesNet income (loss)
$
(16,775)
$
(717,306)Adjustments to reconcile net (loss) tonet cash (used) by operating activities:Shares issued for services and fees

126,453

356,072Shares issued for financing

147,518

-Warrants issued for financing

62,500Options and warrants issued for services

12,853

356,646Amortization of options issued for services

105,000

9,328Depreciation and amortization

27,189

35,108Changes in operating assets and liabilitiesAccounts receivable

(624,807)

(282,482)Inventory

(207,515)

-Prepaid expenses

(30,354)

(3,822)Accounts payable

(80,632)

(136,641)Accrued interest

141,523

163,879Accrued liabilities

(2,762)

(30,602)Net cash (used) by operating activities

(39,809)

(249,820)Cash flows from financing activitiesProceeds from line of credit, net

320,457

-Proceeds from note payable - related party

1,500

155,430Payments on note payable - related party

-

(68,150)Payments on notes payable

(29,205)

-Proceeds from convertible note payable

75,000

-Payments on convertible note payable

-

(33,239)Exercise of options

-

225,708Exercise of common stock

-

10,000Net cash provided by financing activities

367,752

289,749Net increase in cash

27,943

39,929Cash  beginning

4,353

19,501Cash  ending
$
32,296
$
59,430Supplemental disclosures:Interest paid
$
23,229
$
1,962Income taxes paid
$
-
$
-Non-cash transactions:Shares issued for services
$
126,453
$
356,072Options and warrants issued for services
$
12,853
$
356,646Shares, warrants and options issued for
financing
$
210,018
$
-Shares issued for debt conversion
$
-
$
50,000Shares issued for debt conversion  related
party
$
-
$
150,000Accounts payable converted to note payable
$
-
$
160,385 The accompanying notes are an integral part
of these condensed consolidated financial statements   5   instaCare,
Corp. Notes to Condensed Consolidated Financial
Statements (unaudited)  Note 1  Basis of presentation  The condensed
consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by 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, 2007 and notes thereto included in the
Company's Form 10-K.  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. Results of operations for the interim
periods are not indicative of annual results.  Note 2  Going concern  The Company has an accumulated deficit of
$19,865,091 as of September 30, 2008. These accumulated conditions have raised
substantial doubt about the Company's ability to continue as a going concern.
 Although the Companys recent growth have greatly improved its cash flows,
the Company nonetheless needs to obtain additional financing to fund payment of
obligations and to provide working capital for operations.  Management is
seeking additional financing, and is now looking for a merger or acquisition
candidate.  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  Fixed assets  Depreciation expense totaled $27,189 and
$35,108 for the nine-month period ended September 30, 2008 and 2007,
respectively.  6   Note 4 
Notes payable  Notes payable consisted of the
following:  September 30,

December 31,2008

2007Demand note from a related party,
bearing interest at 9.5%
$
1,780
$
280Revolving line of credit, with
interest being paid in shares equal to 5% of each advance.

787,501

467,044Promissory note, Bearing interest at
9% per annum, maturing June 20, 2010.

106,926

136,131Convertible promissory note, bearing
interest at 15% per annum, maturing June 30, 2009.

75,000

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

87,309

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

920,379

920,379Convertible promissory note, bearing
interest at 1.25% per month, matured October 31, 2007, currently in
default.

170,000

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

130,000

130,00Convertible promissory note, bearing
interest at 1.5% monthly, matured May 16, 2007, currently in
default.

200,000

200,000Total notes payable

2,478,895

2,111,143Less current portion

2,435,168

2,026,034Total long-term notes payable
$
43,727
$
85,109  The Company recorded interest expense
totaling $168,216 and $168,786 during the nine-months ended September 30, 2008
and 2007, respectively.  Note 5  Stockholders equity  We are authorized to issue 5,000,000 shares
of $0.001 par value preferred stock; of which 750,000 shares are designated as
Series A, 20,000 shares are designated as Series C, 1,000 shares are designated
as Series D and 1,000,000 shares are designated as Series E. The Company is
authorized to issue 1,750,000,000 shares of $0.001 par value common stock.  On January 2, 2008, we issued 3,700,294 shares of common
stock previously authorized.  On January 11, 2008, we issued 400,000
shares of our common stock valued at $16,000 for consulting services. In
connection with the shares, we also issued a warrant to purchase up to 400,000
shares of our common stock at an exercise price of $0.078 per share expiring on
December 31, 2010. The fair value of the warrant was $12,853 using the
Black-Scholes valuation model.  We issued 216,775 shares of our common
stock on January 31, 2008 pursuant to a consulting agreement with Cape McKinnon,
Inc. We have recorded consulting expense in the amount of $6,503, representing
the fair value of the shares issued. Further, we terminated this agreement
effective June 30, 2008.  On February 29, 2008, we issued 150,000
shares of our common stock to an individual for services received pursuant to a
consulting agreement. The fair value of $1,650 was recorded as a consulting
expense during the nine-months ended September 30, 2008.  7   On May 6, 2008,
we issued 400,000 shares of our common stock for services and recorded
consulting expense in the amount of $4,000 representing the fair value of the
shares issued.  On May 7, 2008, we issued 40,000 to Steve
Milic for license fees valued at $800. In addition, we issued 180,000 shares of
our common stock to Mr. Milica's for consulting fees valued at $3,600, the fair
value of the shares issued.  On May 7, 2008 we issued 20,000 shares of
our common stock to an individual for consulting fees valued at $400, the fair
value of the shares issued.  During the nine-months ended September 30,
2008, we issued 6,025,009 shares of our common stock and 14,900 shares of our
preferred series E stock to Centurion Credit Resources, LLC pursuant to our
financing agreement. These shares represent a 5% financing fee for each advance
received during each of the nine months ended September 30, 2008. The fair value
of the shares is $147,532, and has been recorded as financing fees. At September
30, 2008, 944,029 shares remained unissued.  During the nine-months ended September 30,
2008, we issued 4,450,000 shares of our common stock in lieu of compensation to
employees and officers of the Company for services received during the
nine-months ended September 30, 2008. We have record payroll expense in the
amount of $93,500, the fair value of the shares issued.  Note 6  Warrants and options  On February 7, 2008, 1,293,750 warrants
issued to Mercator Momentum Fund, LP and Monarch Pointe Fund Ltd. and Pylon
Management expired.  On September 30, 2008, 32,500 warrants
issued to IJWertz Group expired.  On January 11, 2008, we issued 400,000
warrants with an exercise price of $0.078 per share for consulting services.
 The warrants expire on December 31, 2010.  The fair market value of
the warrants based on the Black-Scholes model is $12,853 using the following
assumptions:  Strike Price $0.078; Stock Price $0.04; Volatility 167%; Term
2.75 years; Dividend Yield 0%; Interest Rate 2.61%.  As of September 30,
2008, we recorded consulting expense in the amount of $12,853.  On March 1, 2008, we issued a warrant to
purchase 7,500,000 shares of our common stock with an exercise price of $0.03
pursuant to of loan agreement. The fair market value of the warrants based on
the Black-Scholes model is $62,501 using the following assumptions:  Strike
Price $0.003; Stock Price $0.00; Volatility 171%; Term 2.75 years; Dividend
Yield 0%; Interest Rate 1.87%.  As of September 30, 2008, we have recorded
financing expense in the amount of $5,208 and amortizable loan fees of $57,293
to be amortized over the one year term of the note. As of September 30, 2008,
the unamortized amount was $26,045.  A summary of outstanding stock options and
warrants as of September 30, 2008 is as follows:  Options

WarrantsOutstanding 01/01/08
825,000
$    1.73
2,662,090
$    1.03Granted
-
-
7,900,000
0.03Cancelled
-
-
(1,326,250)
1.96Exercised
-
-
-
-Outstanding 09/30/08
825,000
$    1.73
9,235,840
$
   0.04  Note 8  Subsequent events  On October 20, 2008 we renewed our agreement with
Centurion Credit Resources, LLC.  As inducement for the renewal, Centurion
increased our available credit from $1,000,000 to $2,000,000.  8   FORWARD-LOOKING STATEMENTS  This document contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact are forward-looking statements for purposes of federal and
state securities laws, including, but not limited to, any projections of
earnings, revenue or other financial items; any statements of the plans,
strategies and objections of management for future operations; any statements
concerning proposed new services or developments; any statements regarding
future economic conditions or performance; any statements or belief; and any
statements of assumptions underlying any of the foregoing.  Forward-looking
statements may include the words may, could, estimate, intend,
continue, believe, expect or anticipate or other similar words. These
forward-looking statements present our estimates and assumptions only as of the
date of this report. Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the dates on
which they are made. We do not undertake to update forward-looking statements to
reflect the impact of circumstances or events that arise after the dates they
are made. You should, however, consult further disclosures we make in future
filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K.  Although we believe that
the expectations reflected in any of our forward-looking statements are
reasonable, actual results could differ materially from those projected or
assumed in any of our forward-looking statements. Our future financial condition
and results of operations, as well as any forward-looking statements, are
subject to change and inherent risks and uncertainties. The factors impacting
these risks and uncertainties include, but are not limited to:  · increased competitive
pressures from existing competitors and new entrants;  · increases in interest
rates or our cost of borrowing or a default under any material debt
agreements;  · deterioration in
general or regional economic conditions;  · adverse state or
federal legislation or regulation that increases the costs of compliance, or
adverse findings by a regulator with respect to existing operations;  · loss of customers or
sales weakness;  · inability to achieve
future sales levels or other operating results;  · the unavailability of
funds for capital expenditures and/or general working capital; and  · operational
inefficiencies in distribution or other systems.  · our ability to recruit
and hire key employees;  · the inability of
management to effectively implement our strategies and business plans; and  · the other risks and
uncertainties detailed in this report.  For a detailed
description of these and other factors that could cause actual results to differ
materially from those expressed in any forward-looking statement, please see
Risk Factors in this document and in our Annual Report on Form 10-K for the
nine months ended September 30, 2008.  Item
2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.  Overview of Current Operations  We are a publicly-traded
distributor of life-saving and life-enhancing prescription drugs and diagnostics
to several channels in the healthcare industry, a developer of patent-pending
technologies for e-health and EMR applications that we employ to leverage and
add value to our prescription drug and diagnostics business, and a Wi-Fi PDA
technology provider to the lodging industry.  We have recently added
modules to our medical and EMR applications that allow for the management of
medical products distribution and reporting management.  We are in the
initial stages of  marketing these new modules under the trade name
Decision IT.  9   Our proprietary ResidenceWare, MD@Hand and Practice Probe
technologies manage critical data, enhance productivity and e-commerce, and
facilitate communication with applications in the healthcare, medical
distribution and hotel/motel markets and industries. We have recently focused
our business attention towards providing prescription drugs and medical
diagnostics through several medical distribution channels.  All of the companys
business is transacted in the United States. We do not sell or ship for
export.  During the next 12
months we plan to continue to focus our efforts on the following primary
businesses:  · Providing medical
communication devices based on networks of personal digital assistants (PDA).
These products are believed to provide benefits of on demand medical information
to private practice physicians, licensed medical service providers such as
diagnostic testing laboratories, and medical insurers;  · The distribution of
medical diagnostic products primarily aimed at institutions that service
patients with diabetic and asthma related diseases and ailments. Our current
market focus for these products is the assisted living and long term care sector
of the larger healthcare market, however we plan to expand into additional
sectors where we can service certain chronic ambulatory disease states;  · Providing medical
communication devices based on networks of personal digital assistants (PDA) and
desktop computers with software that manages decision, control, audit and
fulfillment for the medical products distribution markets. These products are
believed to provide benefits of on demand medical information to medical
products manufacturers as part of their financial management of distribution
contracts;  · The distribution and
fulfillment of prescriptions for ethical pharmaceuticals primarily aimed at the
indigent and uninsured sectors of the greater medical service markets. Our first
market focus for these products will be those state Medicaid and Federally
chartered clinics (and initiatives) where funding for pharmaceutical fulfillment
enterprises exists;  · Building electronic
commerce networks based on personal digital assistants (PDA) to the hotels,
motels and single building, multi-unit apartment buildings with a desire to
offer local advertising and electronic services to their tenants/guests.  Seasonality  The distribution of
medical products and medical diagnostics in aggregate account for the
overwhelming percentage of our revenues. We have completed 15 quarters of
operations in these markets. Our experiences point to a business that displays
certain seasonal trends.  In each of the last two operating years and the
first three quarters of the current year our order intake was concentrated in
the first five months of the calendar year and to an identifiable but lesser
degree in the last two months of the calendar year.  One explanation is
that these months correspond with the beginning of a prescription drug plan
years where new prescription drug cards are distributed by insurers to their
insured in January along with new plan formularies (price schedules).  This
in turn trends to influence stocking up buying/ordering behavior on the part
of the insured.  Results of Operations for the three
months ended September 30, 2008 and 2007 compared.  The following tables
summarize selected items from the statement of operations for the three months
ended September 30, 2008 compared to the three months ended September 30, 2007.  INCOME:  For the three months ended
September 30,

Increase (Decrease)2008

2007

$

%Revenue
$
3,439,271
$
1,585,538
$
1,853,733

117%Cost of Sales

3,233,370

1,327,518

1,905,852

144%Gross Profit

205,901

258,020

(52,119)

(21%)Gross Profit Percentage of Sales

6%

16%



(9%)  10   Revenue  Our revenue for the
three months ended September 30, 2008 was $3,439,271 compared to revenue of
$1,585,538 in the three months ended September 30, 2007.  This resulted in
an increase in revenue of $1,853,733, or 117%, from the same period a year ago.
The increase in revenue over the three months ended September 30, 2007 was a
result of our market focus towards the direct sale of diabetic test strips and
medical-surgical products into several prescription drug channels and our
expansion into medical surgical products and markets.  Cost of sales / Gross profit percentage
of sales  Our cost of sales for
the three months ended September 30, 2008 was $3,233,370, an increase of
$1,905,852, or 144% from $1,327,518 for the three months ended September 30,
2007.  The increase in cost of sales during the current period was expected
due to our increased sales over the prior quarter and an increase in our direct
to patient market sales.  Gross profit as a
percentage of sales decreased from 16% for the three months ended September 30,
2007 to 6% for the three months ended September 30, 2008.  The decrease in
gross profit margin was due to additional shipping as we have expanded to
additional national markets. We are currently seeking additional transportation
sources and focusing efforts in building a target market to grow our revenue
stream with the anticipation of maintaining current costing.  EXPENSES:  For the Three Months Ended
September 30,

Increase / (Decrease)2008

2007Amount

Amount

$

%Expenses:General & administrative
expenses
$
66,319
$
48,820
$
17,499

36%Consulting services

25,804

225,597

(199,793)

(89%)Payroll expense

47,335

74,358

(27,023)

(37%)Professional fees

6,184

1,680

4,504

268%Depreciation

9,063

11,618

(2,555)

(22%)Total expenses

154,705

362,073

(207,368)

(58%)Net operating income (loss)

51,196

(104,053)

155,249

150%Other income (expense):Financing costs

(70,527)

(3,205)

67,322

2101%Interest expense

(56,823)

(56,293)

530

1%Net income (loss)
$
(76,154)
$
(163,551)
$
74,518

46%  General and Administrative
Expenses  General and
administrative expenses for the three months ended September 30, 2008 were
$66,319, an increase of $17,499, or 36%, from $48,820 for the three months ended
September 30, 2007.  We have focused our business development towards
targeted market areas for our diabetic testing products, as a result of this
focused agenda, we have been able to streamline overhead utilizing only those
resources that directly attribute to our sales growth whereby allowing us to
eliminate unnecessary general and administrative expenditures. It is the goal of
management to continue efforts in limiting redundant overhead.  Consulting Services  We have historically
relied on outside consultants for assistance in business development and sales.
As we are becoming more seasoned in our pharmaceutical product lines, we have
been able to limit the amount of outside services required to build and maintain
our market share, evidenced by our decrease in consulting services for the three
months ended September 30, 2008.  During this quarter we expended $25,804
compared to $225,597 for the three months ended September 30, 2007, representing
a decrease of 89% over the same period in the previous year.  11   Payroll
expense  We currently staff five
full-time positions. Each of which, assist in sales, marketing and
administrative support.  We have made tremendous efforts to maintain
cash-flow through a reduction in salaries and wages. During the three months
ended September 30, 2008 our payroll expense was comprised of cash totaling
$15,335 and equity compensation of $32,000 compared to $74,358 in cash for the
comparable period in 2007. Currently, our labor expense for the three months
ended September 30, 2008 is approximately 2% of our total revenue verses 5% for
the same period in the previous year. As our sales continue to grow, we
anticipate our payroll expense will also increase at a pro rata rate.  Professional Fees  Our professional fees
consist of legal, accounting and public company reporting services. Our fees for
these services increased by $4,504 compared to the three months ended September
30, 2008 as a result of a decrease in legal fees. During the three-months ended
September 30, 2008 we incurred accounting fees of $4,500 and reporting costs of
$1,684 compared to $7,700 in accounting fees, $6,750 in legal fees and $1,556 in
reporting fees for the three-month period ended September 30, 2007.  During
the three month period in 2007, we received a credit in accounting fees in the
amount of $14,236 as a professional courtesy. We do not anticipate any further
discounts and expect the current period fees to be representative of our near
term costs.  Depreciation  Depreciation for the
three months ended September 30, 2008 was $9,063, a decrease of $2,555 from
$11,618 for the three months ended September 30, 2007.  The decrease in
depreciation is the expected result of asset reaching their expected useful
lives.  Total Expenses  Our operating expenses
decreased $207,368 or 58% overall for the three months ended September 30, 2008.
 Our streamlined operational environment and limitations on the use of
outside consultants has allowed for the decrease in total operational costs.  Net Operating Income (Loss)  We had net operating
income in the amount of $51,196 for the three months ended September 30, 2008,
versus a net operating loss of $104,053 for the three months ended September 30,
2007, an increase of net operating income totaling  $155,249.  As we
maintain our business focus toward building sales and minimizing unnecessary
overhead, we look forward to  continued increases in net operating
income.  Financing Costs  Financing costs for the
three months ended September 30, 2008 were $70,527, an increase of $67,322
compared to $3,205 for the three months ended September 30, 2007.  Our
financing costs have increased substantially as a result of our revolving line
of credit with Centurion Credit Resources LLC. This agreement allows us the
necessary capital to finance and turn our inventory creating an ability to
generate revenue we had not previously had due to our significant deficiencies
in working capital. Our agreement with Centurion requires an interest payment
equal to 5% of each advance. Interest payments are made to Centurion with common
stock of the Company. The ability to pay in shares allows us to build our own
working capital through the gross profit received on each sale with the
anticipation of limiting the necessity for future working capital financing.  Interest Expense  Our interest expense has
remained consistent at $56,823 with the comparable period one year ago. Until
such time as we are able to pay down or convert our existing debt, we anticipate
a continued expense of this amount throughout the up coming year.  Net Income (Loss)  We experienced net loss
for the three months ended September 30, 2008 in the amount $76,154, a decrease
of $74,518 from our previous comparative net loss of $163,551. The decrease in
net loss was attributable to our overall decrease in general and administrative
expenses and consulting fees during the quarter, as noted above.  Results of Operations for the nine
months ended September 30, 2008 and 2007 compared.  The following tables
summarize selected items from the statement of operations for the three months
ended September 30, 2008 compared to the three months ended September 30, 2007.  12   INCOME:  For the nine months ended
September 30,

Increase (Decrease)2008

2007

$

%Revenue
$
9,257,347
$
3,705,669
$
5,551,678

150%Cost of Sales

8,259,316

3,124,822

5,134,494

156%Gross Profit

998,031

580,847

417,184

72%Gross Profit Percentage of Sales

11%

16%



(4%)  Revenue  Our revenue for the nine
months ended September 30, 2008 was $9,257,347 compared to revenue of $3,705,669
in the nine months ended September 30, 2007.  This resulted in an increase
in revenue of $5,551,678, or 150%, from the same period a year ago. The increase
in revenue over the three months ended September 30, 2007 was a result of our
expansion into additional markets. We are currently working towards intensifying
our overseas markets in an effort to add additional revenue streams to our
developing direct sales of diabetic testing products.  Cost of sales / Gross profit percentage
of sales  Our cost of sales for
the nine months ended September 30, 2008 was $8,259,316, an increase of
$5,134,494, or 156% from $3,124,822 for the nine months ended September 30,
2007.  The increase in cost of sales during the current period was expected
due to our increased sales over the prior quarter and an increase in our direct
to patient market sales.  Gross profit as a
percentage of sales decreased from 16% for the nine months ended September 30,
2007 to 11% for the nine months ended September 30, 2008. During the third
quarter we made a change in our primary supplier in anticipation of achieving a
higher margin on our sales through stronger buying power on increased volume.
Though we did see stronger margins in our domestic sales, the costs associated
with our emergence into additional markets offset our domestic savings. We are
predicting moderate increases in our gross profit margin as we continued to
build additional distribution channels.  EXPENSES:  For the Nine Months
Ended
September 30,2008

2007

Increase /
(Decrease)Amount

Amount

$

%Expenses:General & administrative
expenses
$
191,623
$
230,345
$
(38,722)

(17%)Consulting services

119,539

603,674

(484,135)

(81%)Payroll expense

247,670

162,256

85,414

53%Professional fees

73,781

83,656

(9,875)

(12%)Depreciation

27,189

35,108

(7,919)

(23%)Total expenses

659,802

1,115,039

(455,237)

(41%)Net operating income (loss)

338,230

(534,192)

872,422

164%Other income (expense):Financing costs

(186,788)

(14,328)

172,460

1204%Interest (expense)

(168,216)

(168,786)

(570)

-%Net income (loss)
$
(16,775)
$
(717,306)
$
(700,531)

(98%)   13   General and
Administrative Expenses  General and
administrative expenses for the nine months ended September 30, 2008 were
$191,623, a decrease of $38,722, or 17%, from $230,345 for the nine months ended
September 30, 2007.  We have focused our business development towards
targeted market areas for our diabetic testing products, as a result of this
focused agenda, we have been able to streamline overhead utilizing only those
resources that directly attribute to our sales growth whereby allowing us to
eliminate unnecessary general and administrative expenditures. It is the goal of
management to continue efforts in limiting redundant overhead.  Consulting Services  We have historically
relied on outside consultants for assistance in business development and sales.
As we are becoming more seasoned in our pharmaceutical product lines, we have
been able to limit the amount of outside services required to build and maintain
our market share, evidenced by our decrease in consulting services for the nine
months ended September 30, 2008. During this quarter we expended $119,539
compared to $603,674 for the nine months ended September 30, 2007, representing
a decrease of 81% over the previous period.  Payroll expense  We currently staff five
full-time positions. Each of which, assist in sales, marketing and
administrative support.  We have made tremendous efforts to maintain
cash-flow through a reduction in salaries and wages. During the nine months
ended September 30, 2008 our payroll expense was comprised of cash totaling
$49,170 and equity compensation of $198,500 compared to $115,800 in cash and
$52,500 in equity based compensation for the comparable period in 2007.
Currently, our labor expense is approximately 3% of our total revenue verses 5%
for the same period in the previous year. As our sales continue to grow, we
anticipate our payroll expense will also increase at a pro rata rate.  Professional Fees  Our professional fees
consist of legal, accounting and public company reporting services. Our fees for
these services decreased by $9,875 compared to the nine months ended September
30, 2008 as a result of a decrease in legal fees. During the nine-months ended
September 30, 2008 we incurred accounting fees of $68,502 and reporting costs of
$5,279 compared to $49,450 in accounting fees, $22,250 in legal fees and $11,956
in reporting fees for the nine month period ended September 30, 2007. We
anticipate these fees to remain stable throughout the remainder of the year.  Depreciation  Depreciation for the
nine months ended September 30, 2008 was $27,189, a decrease of $7,919 from
$35,108 for the nine months ended September 30, 2007.  The decrease in
depreciation is the expected result of asset reaching their expected useful
lives.  Total Expenses  Our operating expenses
decreased $455,237 or 41% overall for the nine months ended September 30, 2008.
 Our streamlined operational environment and limitations on the use of
outside consultants has allowed for the decrease in total operational costs.  Net Operating Income (Loss)  We had net operating
income in the amount of $338,230 for the nine months ended September 30, 2008,
versus a net operating loss of $534,192 for the nine months ended September 30,
2007, an increase of net operating totaling  $872,422.  As we maintain
our business focus toward building sales and minimizing unnecessary overhead, we
look forward to a continued reward of positive earnings results.  Financing Costs  Financing costs for the
nine months ended September 30, 2008 were $186,788, an increase of $172,460
compared to $14,328 for the nine months ended September 30, 2007.  Our
financing costs have increased substantially as a result of our revolving line
of credit with Centurion Credit Resources LLC. This agreement allows us the
necessary capital to finance and turn our inventory creating an ability to
generate revenue we had not previously had due to our significant deficiencies
in working capital. Our agreement with Centurion requires an interest payment
equal to 5% of each advance. Interest payments are made to Centurion with common
stock of the Company. The ability to pay in shares allows us to build our own
working capital through the gross profit received on each sale with the
anticipation of limiting the necessity for future financing of working capital.  14   Interest
Expense  Our interest expense has
remained consistent at $168,216 with the comparable period one year ago. Until
such time as we are able to pay down or convert our existing debt, we anticipate
a continued expense of this amount throughout the up coming year.  Net Income (Loss)  We recognized a net loss
for the nine months ended September 30, 2008 in the amount $16,775 a decrease in
net loss of $700,531 from our previous year net loss of $717,306. The decrease
in net loss and our resulting profit was attributable to our overall decrease in
general and administrative expenses and consulting fees during the quarter, as
noted above.  Liquidity and Capital Resources  A critical component of
our operating plan impacting our continued existence is the ability to obtain
additional capital through additional equity and/or debt financing. We do not
anticipate generating sufficient positive internal operating cash flow until
such time as we can deliver our product to market, complete additional financial
service company acquisitions and generate substantial revenues, which may take
the next few years to fully realize. In the event we cannot obtain the necessary
capital to pursue our strategic plan, we may have to cease or significantly
curtail our operations. This would materially impact our ability to continue
operations.  The following table
summarizes our current assets, liabilities and working capital at September 30,
2008 compared to December 31, 2007.  September 30, 2008

December 31, 2007

Increase / (Decrease)$

%Current Assets
$
1,638,413
$
773,660
$
864,753

112%Current Liabilities

3,225,506

2,758,243

467,263

17%Working Capital Deficit
$
1,587,093
$
1,984,583
$
397,490

20%  Internal and External Sources of
Liquidity  MAG Entities Agreement  On February 7, 2005, we
entered into agreements with Mercator Momentum Fund, LP and Monarch Pointe Fund,
Ltd. (collectively, the Purchasers) and Mercator Advisory Group, LLC (MAG).
Under the terms of the agreement, we agreed to issue and sell to the Purchasers,
and the Purchasers agreed to purchase from the Company, 20,000 shares of Series
C Convertible Preferred Stock at $100.00 per share. Additionally, we issued
1,250,000 warrants to purchase share of our common stock at $1.60 per share, all
of the warrants expired on February 7, 2008. To date, MAG has converted 2,140
shares of their Series C preferred into 1,372,901 shares of our restricted
common stock.    On October 8, 2008 the company received a letter
from Kroll (BVI) Limited of the British Virgin Islands informing the company
that the Monarch Pointe Fund, Ltd had lapsed into receivership. The company was
advised to cease all communications with Monarch Pointe Fund, Ltd. And Mercator
Advisory Group, LLC.  Pinnacle Investment Partners, LP
Promissory Note  On March 24, 2004, we
entered into a Secured Convertible Promissory Note with Pinnacle Investment
Partners, LP for the principal amount of $700,000 with an interest rate of 12%
per annum.  On February 10, 2005 we entered into a note extension agreement
whereby Pinnacle agreed to advance an additional $400,000 and extend the
maturity until April 24, 2006. On July 1, 2006, we entered into a second
extension of the note which matured on December 24, 2006. We are accruing
interest at a default rate of 12% per annum. The note is convertible at a rate
of $0.30 per share and has been secured by 2,212,500 shares of our common stock
which can be sold by the lender as a means to repay the balance due. As of
September 30, 2008, Pinnacle has sold 924,948 escrow shares valued at $406,215
which has been applied to accrued interest and the principal balance of the
note.  Since August 3, 2006,
the Company has not had contact with any of the Pinnacle fund management or
attorney in fact.  We have not delivered the shares called for under the
July 1, 2006 extension after being advised by the fund management to stand
still. On September 23, 2008 the company received a phone call from an attorney
formerly associated with Pinnacle Investment Partners, LP and was advised that
the fund had ceased operations, and was closed. We were also informed that of
the two fund principals, one was deceased and the other incarcerated until at
least 2010.  15   Promissory
Notes with Dennis Cantor and Novex International  On May 23, 2006, we
entered into a promissory note with Dennis Cantor and Novex International for
the principal amount of $255,000.  Pursuant to the note we promised to pay
Dennis Cantor and Novex International the sum of $255,000 together with interest
at a rate of one half of one percent (0.5%) every ten days beginning on May 23,
2006 and running through the maturity date of June 30, 2006.  In the case
of a default in payment of principal, all overdue amounts under the note shall
bear a penalty obligation at a rate of twelve percent (12%) per annum accruing
from the maturity date.  On July 1, 2006, we extended the note to July 31,
2006. We have made principal payments of $125,000. As of September 30, 2008, the
remaining principal balance was $130,000.  Convertible Loan Payment
Agreement  On July 17, 2006, we
entered into a convertible loan payment agreement with Wayne G. Knapp wherein
Mr. Knapp agreed to loan the Company the sum of $200,000.  The loan is for
120 days.  On October 17, 2006, we renewed the note.  On January 17,
2007, the parties verbally agreed to a renewal that expires on May 16, 2007.
 The note accrues monthly interest at a rate of 1.50% and the interest is
payable quarterly in cash. The total amount owing pursuant to the agreement, was
convertible at the option of Mr. Knapp at any time from July 17, 2006 until
November 30, 2006, at the strike price equal to $0.32 per share or 90% of the
final bid price of our common stock on the day prior to conversion with a floor
price of $0.10 per share.  We renewed Mr. Knapps conversion option on
January 17, 2007.  We also issued Mr. Knapp a warrant to purchase 50,000
shares of our common stock at $0.32 per share through December 31, 2008.
 Mr. Knapp exercised his option on March 30, 2007.  Centurion Credit Resources  On November 17, 2007, we
entered into an agreement with Centurion Credit Resources, LLC to secure a
$1,000,000 revolving credit facility that is geared specifically to our
business. As of October 2008 the company renewed its agreement with Centurion
Credit Resources, LLC until November 17, 2009 and as an inducement to renew the
credit line was increased to $2,000,000. This facility, offered to us at market
credit rates. Terms of the credit facility allow us to increase the available
credit in increments of $250,000 as our business grows. We drew down on this
credit line for the first time on November 30, 2007. As of September 30, 2008 we
have draw down $7,661,816 and repaid $7,341,359.  We believe that this
facility will adequately finance our at home diabetes diagnostics business
through revenues rates of $10.0 million per quarter. We are also entertaining
additional proposed credit facilities with various hedge funds, commercial banks
and a religious fund.  Cragmont Capital, LLC  On March 1, 2008, we
entered into a Convertible Promissory Note Purchase Agreement with Cragmont
Capital, LLC (Cragmont) wherein Cragmont agreed to loan the Company an
aggregate sum of $250,000.  As of September 30, 2008, we have received
$75,000. The loan is for one year, maturing on February 28, 2009.  The
total amount owing pursuant to the agreement, is convertible at the option of
the lender, at a strike price equal to $0.015 per share. Further we have agreed
to issues 100 warrants with a strike price of $0.03 expiring on December 31,
2010 for every dollar loaned by Cragmont. During the nine months ended September
30, 2008, we have terminated our relationship with Cragmont.  Cash Flow.Since
inception, we have primarily financed our cash flow requirements through the
issuance of common stock, the issuance of notes and sales generated income. With
the growth of our current business in 2008 we may, during our normal course of
business, experience net negative cash flows from operations, pending receipt of
revenue which often are delayed as a result of the nature of the healthcare
industry. Further, we may be required to obtain financing to fund operations
through additional common stock offerings and bank or other debt borrowings, to
the extent available, or to obtain additional financing to the extent necessary
to augment our available working capital.  Satisfaction of our cash obligations
for the next 12 months.  As of September 30,
2008, our cash balance was $32,296. Our plan for satisfying our cash
requirements for the next twelve months is through additional equity, third
party financing, and/or debt financing.  We anticipate sales-generated
income during that same period of time, but do not anticipate generating
sufficient amounts of positive cash flow to meet our working capital
requirements. Consequently, we intend to make appropriate plans to insure
sources of additional capital in the future to fund growth and expansion through
additional equity or debt financing or credit facilities.  16   As we expand operational activities, we may continue to experience
net negative cash flows from operations, pending receipt of sales or development
fees, and will be required to obtain additional financing to fund operations
through common stock offerings and debt borrowings to the extent necessary to
provide working capital.  We received a substantial number of sales orders
and refill orders beginning in mid-September 2006 which we could not fill.
 It was not until the company entered into the agreement with Centurion
Credit Resources, LLC that the company could fill orders for patients and
customers on a continuous basis. Until the Centurion credit line was put in
place we managed to keep a small portion of our distribution activities going
when our limited resources allowed us.  Given our recent
operating history, predictions of future operating results difficult to
ascertain. The recent addition of a credit line has helped but we have found it
increasingly difficult to transact commerce in the very cash intensive
prescription drug industry.  Thus, our prospects must be considered in
light of the risks, expenses and difficulties frequently encountered by
companies in their early stages of commercial viability, particularly companies
in new and rapidly evolving technology markets. Such risks include, but are not
limited to, an evolving and unpredictable business model and the management of
growth. To address these risks we must, among other things, implement and
successfully execute our business and marketing strategy, continue to develop
and upgrade technology and products, respond to competitive developments, and
continue to attract, retain and motivate qualified personnel. There can be no
assurance that we will be successful in addressing such risks, and the failure
to do so can have a material adverse effect on our business prospects, financial
condition and results of operations.  Expected purchase or sale of plant
and significant equipment.  We do not anticipate the
purchase or sale of any plant or significant equipment; as such items are not
required by us at this time.  Going Concern  The financial statements
included in this filing have been prepared in conformity with generally accepted
accounting principles that contemplate the continuance of the Company as a going
concern. The Company's cash position is currently inadequate to pay all of the
costs associated with testing, production and marketing of products. Management
intends to use borrowings and security sales to mitigate the effects of its cash
position, however no assurance can be given that debt or equity financing, if
and when required will be available. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets
and classification of liabilities that might be necessary should the Company be
unable to continue existence.  Off-Balance Sheet Arrangements  We do not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results or operations, liquidity, capital
expenditures or capital resources that is material to investors.  Critical Accounting Policies and
Estimates  Stock-based
Compensation:In December 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard No. 123 (revised 2004)
Share-Based Payment (SFAS 123R), which is a revision of FASB Statement No.
123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB
Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB
Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement
123R is similar to the approach described in Statement 123. However, Statement
123R requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the income statement based on their
fair values. Pro forma disclosure is no longer an alternative.  Recent Accounting Developments  In May 2008, the FASB
issued SFAS No. 162 (FAS 162), The Hierarchy of Generally Accepted Accounting
Principles. FAS 162 sets forth the level of authority to a given accounting
pronouncement or document by category. Where there might be conflicting guidance
between two categories, the more authoritative category will prevail. FAS 162
will become effective 60 days after the SEC approves the PCAOBs amendments to
AU Section 411 of the AICPA Professional Standards. FAS 162 has no effect on our
financial position, statements of operations, or cash flows at this time.  As of January 1, 2008 we
adopted SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS No. 159). SFAS No. 159 allows the
company to choose to measure many financial assets and financial liabilities at
fair value. Unrealized gains and losses on items for which the fair value option
has been elected are reported in earnings. The adoption of SFAS 159 has not had
a material impact on our financial position, results of operation or cash
flows.  17   As of January 1, 2008 we adopted SFAS No. 157, Fair Value
Measurements (SFAS No. 157). SFAS No. 157 defines fair value and
provides guidance for measuring and disclosing fair value. The adoption of SFAS
157 has not had a material impact on our financial position, results of
operation or cash flows.  Item
3.Quantitative and
Qualitative Disclosures about Market Risk.  Not applicable.  Item
4T. Controls and Procedures.  Our Principal Executive
Officer and Chief Financial Officer, Keith Berman, has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end
of the period covered by this Report.  Based on the evaluation, Mr. Berman
concluded that our disclosure controls and procedures are effective in timely
alerting him to material information relating to us (including our consolidated
subsidiaries) required to be included in our periodic SEC filings.  There were no changes in
our internal control over financial reporting that occurred during our most
recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.  PART II--OTHER INFORMATION  Item
1.  Legal Proceedings.  We transact commerce in
several medical products market channels. We also transact electronic
commerce moving confidential medical data through our proprietary medical
information technology devices and networks. Healthcare is a very litigious
industry. The industry is also very intertwined. From time to time, we may
become involved in claims and litigation that arise out of the normal course of
business or the normal course of the business of our suppliers, payors,
partners, patients and customers. Other than as noted below there are no
pending matters at the current time that in managements judgment may be
considered potentially material to us  instaCare Corp. vs. Ronald Kelly, et.
al. (Kelly)  In July of 2005, the
Company filed a complaint in the United States District Court, for the Central
District of California (Case Number CV 05-4932-RSWL), against Ronald Kelly,
Linda R. Kelly, Kimberly Kelly, and Kelly Company World Group, Inc., seeking
damages for:  1. Fraud;  2. Declaratory Relief;  3. Breach of Fiduciary
Duty;  4. RICO violations;  5. Injunctive Relief;  6. Conversion;  7. Breach of
Contract/Breach of Corporate Merger Agreement; and  8. Accounting and
Ancillary Relief.  On December 18, 2006,
the United States District Court, for the Central District of California
ordered, adjudged and decreed that the Company shall have judgment against Kelly
in the amount of $200,000, pursuant to the stipulation of the parties.  In addition, pursuant to
a mutual release agreement executed by both parties, Kelly waived any right,
claim or ownership interest in any shares of common stock of the Company.
 Kelly returned 31,958,000 (pre-reverse split) shares of common stock to
the Company which were placed in one of the Companys majority owned
subsidiaries. The Company has recently stepped up its efforts to collect on this
judgment. On October 10, 2008 the company received a call from an attorney
representing a group of investors that may have claims and disputes with Mr.
Kelly in excess of $1 million. The company was requested to assist this new by
forcing a bankruptcy liquidation of Mr. Kellys assets through the United States
Bankruptcy court. We are currently investigating  this process.  18   instaCare
Corp. vs. Investor Relations Services Inc. (IRS), Summit Trading, Ltd.
(STL)  In August of 2005, the
Company filed suit in the Superior Court for the State of California (Case
Number BC337976) against IRS and STL, seeking Declaratory Relief and rescission
of the alleged December 2004 agreements between the Company and IRS/STL.
 The complaint also sought damages for Intentional Interference with an
Advantageous Business Relationship as a result of actions taken by IRS/STL.  On January 17, 2007, the
Superior Court for the State of California in Los Angeles County rendered its
tentative decision against Investors Relations Services and Summit Trading,
Ltd., finding that the December 2004 agreements were never submitted to the
Board of Directors, were never approved or authorized by the Board of Directors,
and that the Company has no obligations to either IRS or STL.  In March
2007, the Company filed a motion with the Superior Court for the State of
California for reimbursement of attorneys fees and costs. We continue to pursue
collection avenues.     Item
1A. Risk Factors.  Risks Relating To Our Business and
Marketplace  Our limited operating history could
delay our growth and result in the loss of your investment.  We were incorporated on
March 2, 2001 and have previously been in the development stage and thus have
had a limited operating history on which to base an evaluation of our business
and prospects. Beginning in 2005, we have commenced operations and are no longer
considered to be in the development stage.  However, our prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered 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 our common shares.  We have historically lost money and
losses are expected to continue in the near future, which means that we may not
be able to continue operations unless we obtain additional funding.  We have historically
lost money.  We had an accumulated deficit as of September 30, 2008, and
December 31, 2007 of $19,865,091 and $19,709,747, respectively. In addition, our
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. Thus, from time to
time we might need to turn to the capital markets to obtain additional financing
to fund payment of obligations and to provide working capital for operations. No
assurances can be given that we will be successful in reaching or maintaining
profitable operations.  We have been dependent on a small
number of major customers to support our prescription drug distribution plan and
to refer direct to patient business.  In fiscal 2007 our four
largest customers accounted for approximately 98% of our net sales and in the
first nine months of 2008 these four customers accounted for approximately 92%
of our net sales. We expect that a small but growing number of customers will
continue to account for a substantial majority of our sales and that the
relative dollar amount and mix of products sold to these customers can change
significantly from year to year and how we are paid for business generated,
assigned and referred by these customers can change as well. There can be no
assurance that our major customers will continue to purchase products or refer
business to us at current levels, or that the mix of products purchased will be
in the same ratio. The loss of our largest customers, who not only buy product
directly, but also refer substantial direct to patient business upon which we
accept assignment or may provide direct billing and collection services or
accept medical assignment for direct to patient business, or a decrease in
product sales would have a material adverse effect on our business and financial
condition.  19   Our
internal controls may be inadequate, which could cause our financial reporting
to be unreliable and lead to misinformation being disseminated to the public.  Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control
over financial reporting is a process designed by, or under the supervision of,
the principal executive and principal financial officer and effected by the
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that:
(i) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
Company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management
and directors of the Company, and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the Companys assets that could have a material effect on the financial
statements.  We have one individual
performing the functions of all officers and directors. This individual is
responsible for monitoring and ensuring compliance with our internal control
procedures. As a result, our internal controls may be inadequate or ineffective,
which could cause our financial reporting to be unreliable and lead to
misinformation being disseminated to the public. Investors relying upon this
misinformation may make an uninformed investment decision.  We may not be able to retain our key
personnel or attract additional personnel, which could affect our ability to
generate revenue sufficient to continue as a going concern diminishing your
return on investment.  Our performance is
substantially dependent on the services and on the performance of our
Management. instaCare is, and will be, heavily dependent on the skill, acumen
and services of our CFO, Secretary and Treasurer, Keith Berman and our Chairman
Robert Jagunich. Our performance also depends on our ability to attract, hire,
retain and motivate our officers and key employees. The loss of the services of
our executives could result in lost revenue depending on the length of time and
effort required to find a qualified replacement. We have not entered into
long-term employment agreements with our key personnel and currently have no
"Key Employee" life insurance policies.  Our future success may
also depend on our ability to identify, attract, hire, train, retain and
motivate other highly skilled technical, managerial, marketing and customer
service personnel. Competition for such personnel is intense, and there can be
no assurance that we will be able to successfully attract, assimilate or retain
sufficiently qualified personnel. If we are unable to attract, retain, and train
the necessary technical, managerial, marketing and customer service personnel,
our expectations of increasing our clientele could be hindered, and the
profitability of instaCare reduced.  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.  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.  20   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 do not have the financial
resources to litigate actions involving our copyrights or patent applications.  We 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 for our technologies, primarily the technology that allows for the
safe, secure and near seamless transmission of sensitive medical information
from the point of care, directly to our mail order pharmacy. Should any of our
patent claims be compromised or if, for example, one of our competitors has
filed or obtained a patent before our claims have been prosecuted, or should a
competitor with more resources desire to litigate and force us to defend or
prosecute any patent rights, our ability to develop the market for our mail
order pharmacy could be severely compromised, for we do not have the financial
resources to litigate actions involving our patents and copyrights.  Our auditors have expressed
substantial doubt as to our ability to continue as a going concern.  Due to our increasing
deficit and our lack of revenue sufficient to support existing operations, there
is substantial doubt about our ability to continue as a going concern. We may
need to obtain additional financing in the event that we are unable to realize
sufficient revenue. We may incur additional indebtedness from time to time to
finance acquisitions, provide for working capital or capital expenditures or for
other purposes There can be no assurance that we will have funds sufficient to
continue operations, and the failure to do so could lead to an inability to meet
our financial obligations and therefore result in bankruptcy and the loss of
your entire investment in instaCare's common shares.  Risks Relating To Our Common
Stock  If we fail to remain current on our
reporting requirements, we could be removed from the OTC Bulletin Board, which
would limit the ability of broker-dealers to sell our securities and the ability
of stockholders to sell their securities in the secondary market.  Companies trading on the
OTC Bulletin Board, such as us, generally must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board.  More specifically, NASD has enacted
Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin
Board by requiring an issuer to be current in its filings with the Commission.
 Pursuant to Rule 6530(e), if we file our reports late with the Commission
three times in a two-year period or our securities are removed from the OTC
Bulletin Board for failure to timely file twice in a two-year period then we
will be ineligible for quotation on the OTC Bulletin Board.  We filed our
Form 10-QSB for the period ended September 30, 2006 late, therefore, two more
late filings will result in de-quotation from the OTC Bulletin Board.  As a
result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary
market.  Because our common stock is deemed a
low-priced Penny stock, an investment in our common stock should be considered
high risk and subject to marketability restrictions.  Since our common stock
is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act,
it will be more difficult for investors to liquidate their investment even if
and when a market develops for the common stock. Until the trading price of the
common stock rises above $5.00 per share, if ever, trading in the common stock
is subject to the penny stock rules of the Securities Exchange Act specified in
rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting
transactions in any penny stock, to:  · Deliver to the
customer, and obtain a written receipt for, a disclosure document;  · Disclose certain price
information about the stock;  · Disclose the amount of
compensation received by the broker-dealer or any associated person of the
broker-dealer;  · Send monthly statements
to customers with market and price information about the penny stock; and  21   · In some circumstances,
approve the purchasers account under certain standards and deliver written
statements to the customer with information specified in the rules.  Consequently, the penny
stock rules may restrict the ability or willingness of broker-dealers to sell
the common stock and may affect the ability of holders to sell their common
stock in the secondary market and the price at which such holders can sell any
such securities. These additional procedures could also limit our ability to
raise additional capital in the future.  Recent and possible future issuances
of common stock will have a dilutive affect on existing shareholders.  instaCare is authorized
to issue up to 1,750,000,000 Shares of common stock.  As of November 14,
2008, there were 43,112,335 shares of common stock issued and outstanding.
Additional issuances of common stock may be required to raise capital, to
acquire stock or assets of other companies, to compensate employees or to
undertake other activities without stockholder approval. These additional
issuances of common stock will increase outstanding shares and further dilute
stockholders' interests. Because our common stock is subject to the existing
rules on penny stocks and thinly traded, a large sale of stock, such as the
shares we seek to have registered via this registration statement, may result in
a large drop in the market price of our securities and substantially reduce the
value of your investment.  Our common stock has been relatively
thinly traded, may experience high price volatility and we cannot predict the
extent to which a trading market will develop.  Our common stock has
traded on the Over-the-Counter Bulletin Board. Our common stock is thinly traded
compared to larger more widely known companies in our industry. Thinly traded
common stock can be more volatile than common stock trading in an active public
market. We cannot predict the extent to which an active public market for the
common stock will develop or be sustained after this offering.  FINRA sales practice requirements may
also limit a stockholder's ability to buy and sell our stock.  In addition to the
penny stock rules described above, FINRA has adopted rules that require that
in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. The FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.  Item
2.  Unregistered Sales of Equity Securities and Use of Proceeds.  On July 9, 2008, we
issued 725,720 shares of our restricted common stock to Centurion Credit
Resources as financing fees in connection with our line of credit. We believe
that the issuance of the shares was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section
4(2). The recipient of the shares was afforded an opportunity for
effective access to files and records of the Company that contained the relevant
information needed to make its investment decision, including the Companys
financial statements and 34 Act reports. We reasonably believe that the
recipient, immediately prior to issuing the shares, had such knowledge and
experience in our financial and business matters that it was capable of
evaluating the merits and risks of its investment. The recipient had the
opportunity to speak with our president and directors on several occasions prior
to its investment decision.  On July 9, 2008, we
issued 450,000 shares each of our restricted common stock to two of our officers
for services to the Company. We believe that the issuance of the shares was
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2). The recipient of the
shares was afforded an opportunity for effective access to files and records of
the Company that contained the relevant information needed to make its
investment decision, including the Companys financial statements and 34 Act
reports. We reasonably believe that the recipient, immediately prior to issuing
the shares, had such knowledge and experience in our financial and business
matters that it was capable of evaluating the merits and risks of its
investment. The recipient had the opportunity to speak with our president and
directors on several occasions prior to its investment decision.  22   On August 1, 2008, we issued 2,512 shares of our restricted common
stock to Centurion Credit Resources as financing fees in connection with our
line of credit. We believe that the issuance of the shares was exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
by virtue of Section 4(2). The recipient of the shares was afforded an
opportunity for effective access to files and records of the Company that
contained the relevant information needed to make its investment decision,
including the Companys financial statements and 34 Act reports. We reasonably
believe that the recipient, immediately prior to issuing the shares, had such
knowledge and experience in our financial and business matters that it was
capable of evaluating the merits and risks of its investment. The recipient had
the opportunity to speak with our president and directors on several occasions
prior to its investment decision.  On September 2, 2008, we
issued 350,000 shares each of our restricted common stock to two of our officers
for services to the Company. We believe that the issuance of the shares was
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2). The recipient of the
shares was afforded an opportunity for effective access to files and records of
the Company that contained the relevant information needed to make its
investment decision, including the Companys financial statements and 34 Act
reports. We reasonably believe that the recipient, immediately prior to issuing
the shares, had such knowledge and experience in our financial and business
matters that it was capable of evaluating the merits and risks of its
investment. The recipient had the opportunity to speak with our president and
directors on several occasions prior to its investment decision.  On September 2, 2008, we
issued 822,052 shares of our restricted common stock to Centurion Credit
Resources as financing fees in connection with our line of credit. We believe
that the issuance of the shares was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section
4(2). The recipient of the shares was afforded an opportunity for
effective access to files and records of the Company that contained the relevant
information needed to make its investment decision, including the Companys
financial statements and 34 Act reports. We reasonably believe that the
recipient, immediately prior to issuing the shares, had such knowledge and
experience in our financial and business matters that it was capable of
evaluating the merits and risks of its investment. The recipient had the
opportunity to speak with our president and directors on several occasions prior
to its investment decision.  On September 30, 2008,
we authorized the issuance 944,029 shares of our restricted common stock to
Centurion Credit Resources as financing fees in connection with our line of
credit. We believe that the issuance of the shares was exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
by virtue of Section 4(2). The recipient of the shares was afforded an
opportunity for effective access to files and records of the Company that
contained the relevant information needed to make its investment decision,
including the Companys financial statements and 34 Act reports. We reasonably
believe that the recipient, immediately prior to issuing the shares, had such
knowledge and experience in our financial and business matters that it was
capable of evaluating the merits and risks of its investment. The recipient had
the opportunity to speak with our president and directors on several occasions
prior to its investment decision.  Subsequent issuances  None.  Issuer Purchases of Equity
Securities  We did not repurchase
any of our equity securities during the quarter ended September 30, 2008.  Item
3. Defaults Upon Senior Securities.  None  Item
4. Submission of Matters to a Vote of Security Holders.  We did not submit any
matters to a vote of our security holders during the third quarter of 2008.  Item
5. Other Information.  None.  23   Item 6.  Exhibits.  Incorporated by
referenceExhibit
number

Exhibit description

Filed
herewith

Form

Period
ending

Exhibit No.

Filing
date3(i)(a)

Articles of Incorporation  Filed March 2,
2001



10-SB



3a

9/27/013(i)(b)

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



10-SB



3b

9/27/013(i)(c)

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



10-QSB

6/30/02

3.1c

8/22/023(ii)

Bylaws of CareDecision Corporation  March 16,
2001



10-SB



3c

9/27/0110.31

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



SB-2/A



10.1

2/11/0510.32

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



SB-2/A



10.2

2/11/0510.33

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



SB-2/A



10.3

2/11/0510.34

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



SB-2/A



10.4

2/11/0510.35

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



SB-2/A



10.5

2/11/0510.36

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



SB-2/A



10.6

2/11/0510.37

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



SB-2/A



10.7

2/11/0510.38

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



SB-2/A



10.8

2/11/0510.39

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



SB-2/A



10.9

2/11/0510.40

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



SB-2/A



10.10

2/11/0510.41

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



SB-2/A



10.11

2/11/0510.42

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



SB-2/A



10.12

2/11/0510.43

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



SB-2/A



10.13

2/11/05  24    10.44

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



SB-2/A



10.14

2/11/0510.45

The 2004 Stock Option Plan - Amended



S-8



99

9/8/0610.46

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



8-K



10.1

10/21/0510.47

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



8-K



10.2

10/21/0510.48

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



8-K



10.3

10/21/0531.1

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

X32.1

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

X   25   SIGNATURES  In accordance with the
requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.  instaCare Corp. (Registrant)    By:  /s/ Keith Berman Keith Berman, Chief
Financial Officer (On behalf of the Registrant and as Principal Financial
Officer)   Date: November 17, 2008   26