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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 Annual Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
 For the Fiscal Year Ended: December 31, 2010
 Commission File No. 0-50764
 NexCore Healthcare Capital Corp.
 (Exact Name of Issuer as specified in its charter)
 Delaware
    
    20-0003432(State or other jurisdiction
    
    (IRS Employer File Number)of incorporation)1621 18thStreet, Suite 250Denver, Colorado
    
    80202(Address of principal executive offices)
    
    (zip code)
 (303) 244-0700  (Registrants telephone number, including area code)   None   Common Stock, $0.001 per share par value
  o þ
  o þ
  þ o
  o þ
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ
  o þ




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TABLE OF CONTENTS  ITEM 1. DESCRIPTION OF BUSINESSITEM 1ARisk FactorsITEM 2. DESCRIPTION OF PROPERTYITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statement of Changes in Shareholders EquityConsolidated Statements of Cash FlowsITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A(T). CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICESITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULESSIGNATURESExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 ITEM 1. DESCRIPTION OF BUSINESS.
 NARRATIVE DESCRIPTION OF THE BUSINESS
 Overview
   Healthcare Real Estate
   Healthcare Industry




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Healthcare Real Estate Fundamentals
   Strategy
  Competitive Strengths
 Healthcare Business Orientation
 Physician Focus.
 
 ITEM 1ARisk Factors.




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Risks Related to Our Operations and Properties
 We may not be profitable in the future.
  We will need additional capital in the future, but it may not be available to us on acceptable
terms or at all.
  We may not be able to manage our growth.
  Our quarterly operating results may fluctuate
  Recent adverse macroeconomic and business conditions may continue




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We may face adverse economic or other conditions in the geographic markets in which we conduct
business
  Our real estate investments are concentrated in Healthcare Real Estate
  Our Healthcare Real Estate, the associated healthcare delivery systems with which our
Healthcare Real Estate projects are strategically aligned, and our tenants may be unable to
compete successfully.
   A material aspect of our business is investment in Healthcare Real Estate and which can be
highly illiquid




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We may not realize the benefits that we anticipate from focusing on Healthcare Real Estate
  Our investments in development and re-development projects may not yield anticipated returns
  
    
    we may be unable to obtain financing for these projects on reasonable terms;
    
    we may not complete development or re-development projects on schedule or within budgeted
amounts due to a variety of factors, including materials and labor shortages and price
increases;
    
    we may encounter delays or refusals in obtaining all necessary zoning, land use, building,
occupancy and other required governmental permits and authorizations; and
    
    we may be unable to achieve planned occupancy levels as quickly as expected or at all
 We may not be successful in identifying and consummating suitable acquisitions or development
opportunities in our existing or new geographic markets.
  We may face increasing competition for the acquisition and development of Healthcare Real
Estate




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We may not be successful in integrating and operating acquired or newly-developed Healthcare
Real Estate in the future.
   We are exposed to risks associated with Real Estate Partnerships.
  We may develop and acquire Healthcare Real Estate subject to ground or air space leases that
will expose us to the loss of such buildings upon a breach or termination of the ground or air
space leases.
  The success of our business is dependent upon our management.




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There is a voting trust in place which permits Messrs. Venn and Kloepfer to vote 19,150,669
shares out of 49,455,841 shares issued and outstanding. The opportunity to vote these shares in
a single block gives the voting trust the ability to significantly influence any corporate
matters to be decided by the stockholders, which, among other things, may prevent or delay a
change in control of our company or an acquisition.
  Uninsured losses or losses in excess of our insurance coverage could harm our financial
condition and our cash flows.
  If any of our insurance carriers become insolvent, we could be adversely impacted.




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We face environmental compliance costs and liabilities associated with owning, leasing,
developing and operating our properties.
   Risks Related to the Healthcare Industry
 Recent healthcare reform legislation may affect our business in ways that are difficult to
predict.
  We may be impacted by adverse trends in healthcare provider operations.
  
    
    changes in the demand for and methods of delivering healthcare services;
    
    changes in third party reimbursement methods and policies;
    
    consolidation and pressure to integrate within the healthcare industry through acquisitions
and Real Estate Partnerships; and
    
    increased scrutiny of billing, referral and other practices by U.S. federal and state
authorities.




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Reductions in reimbursement from third-party payors, including Medicare and Medicaid, could
adversely affect the profitability of our tenants and hinder their ability to make rent
payments to us or renew their lease.
    The healthcare industry is heavily regulated, and new laws or regulations, changes to existing
laws or regulations, loss of licensure or failure to obtain licensure could harm our company
and result in the inability of our tenants to make rent payments to us.




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Our tenants and our company are subject to fraud and abuse laws, the violation of which by a
tenant may jeopardize the tenants ability to make rent payments to us.
   
    
    the Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment,
solicitation or receipt of any form of remuneration in return for, or to induce, the referral
of any federal or state healthcare program patients;
    
    the Federal Physician Self-Referral Prohibition (commonly called the Stark Law), which,
subject to specific exceptions, restricts physicians who have financial relationships with
healthcare providers from making referrals for designated health services for which payment may
be made under Medicare or Medicaid programs to an entity with which the physician, or an
immediate family member, has a financial relationship;
    
    the False Claims Act, which prohibits any person from knowingly presenting false or
fraudulent claims for payment to the federal government, including under the Medicare and
Medicaid programs;
    
    the Civil Monetary Penalties Law, which authorizes the Department of Health and Human
Services to impose monetary penalties for certain fraudulent acts; and
    
    state anti-kickback, anti-inducement, anti-referral and insurance fraud laws which may be
generally similar to, and potentially more expansive than, the federal laws set forth above.




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Our healthcare-related tenants may be subject to significant legal actions that could subject
them to increased operating costs and substantial uninsured liabilities, which may harm their
ability to pay their rent payments to us, and we could be subject to healthcare industry
violations.
   
 ITEM 2. DESCRIPTION OF PROPERTY.
 th
 
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  1.
    
    The approval and ratification of amendments to the 2008 Equity
Compensation Plan.




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ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
 Market
   Closing Price2010
    
    High
    
    
    LowFirst Quarter
    
    $
    2.00
    
    
    $
    .30Second Quarter
    
    $
    1.70
    
    
    $
    .30Third Quarter
    
    $
    .30
    
    
    $
    .16Fourth Quarter
    
    $
    1.49
    
    
    $
    .15
 Closing Price2009
    
    High
    
    
    LowFirst Quarter
    
    $
    3.96
    
    
    $
    .10Second Quarter
    
    $
    1.02
    
    
    $
    .10Third Quarter
    
    $
    2.00
    
    
    $
    .10Fourth Quarter
    
    $
    2.00
    
    
    $
    .10




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Approximate Number of Holders of Common Stock
  The Securities Enforcement and Penny Stock Reform Act of 1990
    
    
    contains a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary
trading;
    
    contains a description of the brokers or dealers duties to the
customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements
of the Securities Act of 1934, as amended;
    
    contains a brief, clear, narrative description of a dealer market, including bid
and ask prices for penny stocks and the significance of the spread between the
bid and ask price;
    
    contains a toll-free telephone number for inquiries on disciplinary actions;
    
    defines significant terms in the disclosure document or in the conduct of trading
penny stocks; and
    
    contains such other information and is in such form (including language, type,
size and format) as the Securities and Exchange Commission shall require by rule
or regulation;
  
    
    the bid and offer quotations for the penny stock;
    
    the compensation of the broker-dealer and its salesperson in the transaction;
    
    the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock; and
    
    monthly account statements showing the market value of each penny stock held in the
customers account.




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Equity Compensation Plan Information
  Number of securitiesremaining available forNumber of securities
    
    
    Weighted average
    
    
    future issuance underto be issued upon
    
    
    exercise price of
    
    
    equity compensationexercise of oustanding
    
    
    outstanding options,
    
    
    plans (excluding securitiesPlan Category
    
    options, warrant and rights
    
    
    warrants and rights
    
    
    reflected in column (a))Equity compensation plan approved
by security shareholders
    
    
    2,427,079
    
    
    $
    0.41
    
    
    
    2,510,001
 Stock Transfer Agent
 Dividend Policy
 
 ITEM 6. SELECTED FINANCIAL DATA




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward-Looking Statements
 Overview
     Results of Operations




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Liquidity and Capital Resources
      Payments Due By PeriodLess thanContractual Obligations
    
    Total
    
    
    one year
    
    
    1-3 years
    
    
    4-5 yearsSenior credit facility, due 2011
    
    $
    3,615,869
    
    
    $
    3,615,869
    
    
    $
    
    
    
    $
    Senior credit facility, due 2011
    
    
    300,000
    
    
    
    300,000
    
    
    
    
    
    
    
    Related party promissory notes, due 2011
    
    
    247,018
    
    
    
    247,018
    
    
    
    
    
    
    
    Related party senior subordinated debt, due 2012
    
    
    505,854
    
    
    
    
    
    
    
    505,851
    
    
    
    Related party senior subordinated debt, due 2012
    
    
    2,580,041
    
    
    
    
    
    
    
    2,580,041
    
    
    
    Office building lease
    
    
    1,877,716
    
    
    
    236,332
    
    
    
    772,416
    
    
    
    567,240Total contractual obligations
    
    $
    9,126,498
    
    
    $
    4,399,219
    
    
    $
    3,858,308
    
    
    $
    567,240




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Recently Issued Accounting Pronouncements
    Seasonality
  Critical Accounting Policies
  Pre-Development Costs
 Revenue
Recognition-Construction-Type and Production-Type Contracts,




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Revenue Recognition
      
    
    The property owner, with ultimate approval rights relating to the
expenditures and bearing all of the economic costs of such
expenditures, is determined to be the primary obligor in the
arrangement;
    
    Because the property owner is contractually obligated to fund all
operating costs of the property from existing cash flow or direct
funding from its building operating account, the Company bears
little or no credit risk; and
    
    The Company generally earns no margin in the reimbursement aspect
of the arrangement, obtaining reimbursement only for actual costs
incurred.
  Fair Value Measurements
  Level 1:
    
    Quoted prices in active markets for identical assets or liabilities;Level 2:
    
    Quoted prices in active markets for similar assets and liabilities and
inputs that are observable for the asset or liability; orLevel 3:
    
    Unobservable inputs in which there is little or no market data, which
requires the reporting entity to develop its own assumptions.




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 
 December 31,2010
    
    
    2009AssetsAssets:Cash and equivalents
    
    $
    3,513,651
    
    
    $
    2,250,837Restricted cash
    
    
    1,006,342
    
    
    
    Accounts receivable
    
    
    284,883
    
    
    
    204,368Accounts receivable related parties
    
    
    301,662
    
    
    
    61,316Revenue in excess of billings
    
    
    335,460
    
    
    
    Pre-development costs
    
    
    246,527
    
    
    
    457,945Equity method investment
    
    
    2,551,343
    
    
    
    Real estate held for sale
    
    
    7,191,821Property and equipment, net of accumulated depreciation
    
    
    120,561
    
    
    
    72,484Prepaids and deposits
    
    
    47,948
    
    
    
    39,263Total assets
    
    $
    15,600,198
    
    
    $
    3,086,213Liabilities and Shareholders Equity
Liabilities:Accounts payable
    
    $
    142,522
    
    
    $
    102,746Accrued liabilities
    
    
    229,709
    
    
    
    109,691Senior subordinated notes, related parties
    
    
    3,336,661
    
    
    
    Notes payable
    
    
    3,915,869
    
    
    
    Total liabilities
    
    
    7,624,761
    
    
    
    212,437Commitments and contingenciesShareholders equityCommon stock, $.001 par value; 200,000,000 shares authorized,49,455,841 issued and outstanding December 31, 2010
    
    
    49,456
    
    
    
    25,00025,000,000 issued and outstanding December 31, 2009Additional paid-in-capital
    
    
    11,033,914
    
    
    
    6,420,858Accumulated deficit
    
    
    (3,525,064
    )
    
    
    (3,572,082
    )Non-controlling interest
    
    
    417,131
    
    
    
    Total shareholders equity
    
    
    7,975,437
    
    
    
    2,873,776Total liabilities and shareholders equity
    
    $
    15,600,198
    
    
    $
    3,086,213




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For the years endedDecember 31,2010
    
    
    2009Revenue
    
    $
    1,660,546
    
    
    $
    1,713,614Revenue, related parties
    
    
    4,822,199
    
    
    
    3,019,861Other
    
    
    24,426
    
    
    
    Total revenue
    
    
    6,507,171
    
    
    
    4,733,475Operating expenses:Direct costs of revenue
    
    
    193,397
    
    
    
    213,881Direct costs of revenue, related parties
    
    
    627,419
    
    
    
    141,712Selling, general and administrative
    
    
    5,636,004
    
    
    
    4,165,692Total operating expenses
    
    
    6,456,820
    
    
    
    4,521,285Income from operations
    
    
    50,351
    
    
    
    212,190Non-operating incomeInterest income
    
    
    1,892
    
    
    
    4,620Income before income taxes
    
    
    52,243
    
    
    
    216,810Income tax provision
    
    
    
    
    
    
    Net Income
    
    
    52,243
    
    
    
    216,810Net income attributable to non-controlling interest
    
    
    5,225
    
    
    
    Net income attributable to common shareholders
    
    $
    47,018
    
    
    $
    216,810Basic income per common share
    
    $
    0.00
    
    
    $
    0.01Diluted income per common share
    
    $
    0.00
    
    
    $
    0.01Basic weighted average common shares outstanding
    
    
    31,169,768
    
    
    
    25,000,000Diluted weighted average common shares outstanding
    
    
    31,749,805
    
    
    
    25,000,000




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Non
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalControlling
    
    
    Common Stock
    
    
    Additional
    
    
    Retained
    
    
    ShareholderInterest
    
    
    Shares
    
    
    Par
    
    
    Paid-in
    
    
    Earnings
    
    
    EquityBalance at December 31, 2008
    
    $
    
    
    
    
    25,000,000
    
    
    $
    25,000
    
    
    $
    6,420,858
    
    
    $
    (3,788,892
    )
    
    $
    2,656,966Net income, for the year ending
December 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    216,810
    
    
    
    216,810Balance at December 31, 2009
    
    $
    
    
    
    
    25,000,000
    
    
    $
    25,000
    
    
    $
    6,420,858
    
    
    $
    (3,572,082
    )
    
    $
    2,873,776Consideration issued in reverse acquisition
    
    
    
    
    
    
    22,697,921
    
    
    
    22,698
    
    
    
    5,004,735
    
    
    
    
    
    
    
    5,027,433Non
controlling Interest resulting from reverse acquisition
    
    
    411,906
    
    
    
    
    
    
    
    
    
    
    
    (411,906
    )
    
    
    
    
    
    
    Stock option expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,402
    
    
    
    
    
    
    
    2,402Restricted stock compensation expense
    
    
    
    
    
    
    112,920
    
    
    
    113
    
    
    
    17,825
    
    
    
    
    
    
    
    17,938Stock Warrants exercised
    
    
    
    
    
    
    1,645,000
    
    
    
    1,645
    
    
    
    
    
    
    
    
    
    
    
    1,645Net income, for the year ending
December 31, 2010
    
    
    5,225
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,018
    
    
    
    52,243Balance at December 31, 2010
    
    $
    417,131
    
    
    
    49,455,841
    
    
    $
    49,456
    
    
    $
    11,033,914
    
    
    $
    (3,525,064
    )
    
    $
    7,975,437




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For the years endedDecember 31,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    52,243
    
    
    $
    216,810Adjustments to reconcile net income to net cash used by operating activities:Depreciation and write-off of assets
    
    
    52,671
    
    
    
    70,303Stock compensation expense
    
    
    20,340
    
    
    
    Changes in operating assets and operating liabilities:Pre-development costs
    
    
    211,418
    
    
    
    (398,485
    )Accounts receivable
    
    
    (320,861
    )
    
    
    1,013,126Revenue in excess of billings
    
    
    (335,460
    )
    
    
    (61,317
    )Prepaids and deposits
    
    
    2,191
    
    
    
    (15,617
    )Accounts payable and accrued liabilities
    
    
    135,764
    
    
    
    (810,609
    )Net cash (used in)provided by operating activities
    
    
    (181,694
    )
    
    
    14,211Cash flows from investing activities:Cash paid for property and equipment
    
    
    (97,652
    )
    
    
    (3,722
    )Cash acquired in reverse acquisition
    
    
    5,009,927
    
    
    
    Change in restricted cash
    
    
    (1,006,342
    )
    
    
    Equity method investment
    
    
    (2,551,343
    )
    
    
    Net cash provided by(used in) investing activities
    
    
    1,354,590
    
    
    
    (3,722
    )Cash flows from financing activities:Borrowings from senior subordinated notes, related parties
    
    
    114,123
    
    
    
    Payments of notes payable
    
    
    (25,850
    )Issuance of common stock
    
    
    1,645
    
    
    
    Repayment from line of credit, related parties
    
    
    (500,000
    )
    
    
    Proceeds of line of credit, related parties
    
    
    500,000
    
    
    
    Net cash provided by financing activities
    
    
    89,918
    
    
    
    Net change in cash and cash equivalents
    
    $
    1,262,814
    
    
    $
    10,489Cash and cash equivalents, beginning of the period
    
    $
    2,250,837
    
    
    $
    2,240,348Cash and cash equivalents, end of the period
    
    $
    3,513,651
    
    
    $
    2,250,837Supplemental disclosure of cash flow information:Cash paid during the year for:Income taxes
    
    $
    
    
    
    $
    Interest
    
    $
    10,959
    
    
    $
    




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(1) Nature of Organization and Summary of Significant Accounting Policies
  Principles of Consolidation
  Use of Estimates
  Cash and Cash Equivalents and Restricted Cash
  Accounts Receivable
  Pre-Development Costs
 Revenue
Recognition-Construction-Type and Production-Type Contracts,




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Property and Equipment
  Long-Lived Assets
  Revenue Recognition
    Multiple-Element Arrangements




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
    
    The property owner, with ultimate approval rights relating to the
expenditures and bearing all of the economic costs of such
expenditures, is determined to be the primary obligor in the
arrangement;
    
    Because the property owner is contractually obligated to fund all
operating costs of the property from existing cash flow or direct
funding from its building operating account, the Company bears little
or no credit risk; and
    
    The Company generally earns no margin in the reimbursement aspect of
the arrangement, obtaining reimbursement only for actual costs
incurred.
   Equity Method Investments
  Variable Interest Entities




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Guarantees
  Fair Value Measurements
   Level 1: Quoted prices in active markets for identical assets or liabilities;Level 2: Quoted prices in active markets for similar assets and liabilities
and inputs that are observable for the asset or liability; orLevel 3: Unobservable inputs in which there is little or no market data,
which requires the reporting entity to develop its own assumptions.
  December 31, 2010Description
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Real Estate Held for Sale
    
    $
    
    
    
    $
    
    
    
    $
    7,191,820
    
    
    $
    7,191,820




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Earnings Per Share
   Income Taxes
   Non controlling Interest
  Recently Adopted Accounting Pronouncements




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(2) Business Combination




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##### Table of Contents



(in thousands)Cash and equivalents
    
    $
    5,009Real estate held for sale
    
    
    7,191Other assets
    
    
    14Senior subordinated revolving notes, related party
    
    
    (3,222
    )Notes payable
    
    
    (3,942
    )Other liabilities
    
    
    (23
    )TOTAL
    
    $
    5,027
  December 31,2010
    
    
    2009Pro Forma Revenues
    
    $
    9,401,551
    
    
    $
    8,058,995Pro Forma net income\(loss)
    
    $
    (5,496,899
    )
    
    $
    (4,643,606
    )Pro Forma net income\(loss) per share  basic
    
    $
    (0.18
    )
    
    $
    (1.86
    )
 (3) Real Estate Held for Sale




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(4) Equity Method Investment
  (5) Property and Equipment
  December 31,2010
    
    
    2009Computer equipment and software
    
    $
    236,012
    
    
    $
    171,278Leasehold improvements
    
    
    152,794
    
    
    
    144,819Vehicles
    
    
    24,342
    
    
    
    Office equipment
    
    
    36,209
    
    
    
    37,209Total property and equipment
    
    
    449,357
    
    
    
    353,306less accumulated depreciation and amortization
    
    
    (328,796
    )
    
    
    (280,822
    )Total property and equipment, net
    
    $
    120,561
    
    
    $
    72,484
 (6) Accrued Liabilities
  December 31,2010
    
    
    2009Accrued vacation
    
    $
    161,847
    
    
    $
    56,612Employee compensation
    
    
    
    
    
    
    46,813Other accrued liabilities
    
    
    67,862
    
    
    
    6,266$
    229,709
    
    
    $
    109,691




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##### Table of Contents



(7) Income Taxes
 
 2010Computed expected tax expense (benefit)
    
    $
    (17,763
    )Increase (reduction) in income taxes resulting from:State and local income taxes,
net of federal impact
    
    
    (2,612
    )Nondeductible differences
    
    
    Loss in Equity from Acquisition
    
    
    Change in valuation allowance
    
    
    20,375Income tax expense (benefit)
    
    $
    
  2010Impairment of asset
    
    $
    5,751,000Net operating loss and carry-forwards
    
    
    5,586,000Allowance for Doubtful Accounts
    
    
    348,000Partnership income
    
    
    (213,000
    )Stock Compensation Expense
    
    
    111,000Origination Fee Income
    
    
    (85,000
    )Fixed Assets
    
    
    (77,000
    )Other temporary differences
    
    
    (68,000
    )11,353,000Valuation Allowance
    
    
    (11,353,000
    )Total net deferred tax assets
    
    $
    




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##### Table of Contents



(8) Related Parties
 GDBA Investments, LLC (GDBA)




---



##### Table of Contents



BOCO Investments, LLC (BOCO)
      GDBA
    
    
    BOCO
    
    
    TOTALSubordinated notes
    
    $
    505,854
    
    
    $
    2,580,041
    
    
    $
    3,085,895Promissory notes
    
    $
    247,018
    
    
    $
    
    
    
    
    247,018Accrued interest
    
    
    593
    
    
    
    3,155
    
    
    
    3,748Total senior subordinated
revolving notes
    
    $
    753,465
    
    
    $
    2,583,196
    
    
    $
    3,336,661
 Guarantees
  Revenue




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##### Table of Contents



(9) Notes Payable
 Citizens Bank Senior Credit Facility
    Cypress Sound
 st
 (10) Shareholders Equity
 Preferred Stock
  Common Stock




---



##### Table of Contents



Stock Options and Warrants
     WeightedAverageOptions
    
    
    Exercise PriceOutstanding  December 31, 2008Granted
    
    
    
    
    
    
    Forfeited/canceled
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Outstanding  December 31, 2009
    
    
    
    
    
    
    Granted
    
    
    1,375,000
    
    
    
    0.16Acquired in reverse merger
    
    
    1,052,079
    
    
    
    0.78Forfeited/canceledExercisedOutstanding  December 31, 2010
    
    
    2,427,079
    
    
    
    0.41
  Options Outstanding
    
    
    Options ExerciseableRange of Exercise Prices
    
    Number
    
    
    Life
    
    
    Number
    
    
    Price0.15
    
    
    675,000
    
    
    
    7.00
    
    
    
    
    
    
    
    0.150.16
    
    
    700,000
    
    
    
    7.00
    
    
    
    19,444
    
    
    
    0.160.78
    
    
    1,052,079
    
    
    
    5.58
    
    
    
    1,052,079
    
    
    
    0.782,427,079
    
    
    
    6.38
    
    
    
    1,071,523
    
    
    
    0.77




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##### Table of Contents



(11) Revenue
  For the years endedDecember 31,2010
    
    
    2009Development fees
    
    $
    2,375,327
    
    
    $
    2,057,352Leasing/commission fees
    
    
    1,240,191
    
    
    
    492,421Property management
    
    
    1,697,644
    
    
    
    1,864,673Other
    
    
    1,194,009
    
    
    
    319,029Total
    
    $
    6,507,171
    
    
    $
    4,733,475
 (12) Commitments and Contingencies
 Leases
    Year
    
    Amount2011
    
    $
    236,3322012
    
    
    247,4162013
    
    
    253,4522014
    
    
    271,5482015
    
    
    277,584Remaining
    
    
    591,384Total
    
    $
    1,877,716




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##### Table of Contents



(13) Concentrations
  (14) Subsequent Events
 Cypress Sound
 st
  
 ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A(T). CONTROLS AND PROCEDURES.
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures




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##### Table of Contents



Managements Annual Report on Internal Control Over Financial Reporting.
    Inherent Limitations Over Internal Controls
  Changes in Internal Control Over Financial Reporting.
  Attestation Report of the Registered Public Accounting Firm.
  
 ITEM 9B. OTHER INFORMATION.




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##### Table of Contents



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    Position HeldGregory C. Venn
    
    
    50
    
    
    Chief Executive Officer and DirectorPeter Kloepfer
    
    
    52
    
    
    Chief Investment Officer and DirectorRobert Gross
    
    
    47
    
    
    Chief Operating Officer and TreasurerJames W. Creamer III
    
    
    46
    
    
    Chief Financial OfficerRichard Bloom
    
    
    43
    
    
    DirectorBrian Klemsz
    
    
    51
    
    
    DirectorLoren Snyder
    
    
    61
    
    
    Director




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##### Table of Contents



Board Committee Assignments
  Audit
    
    Compensation
    
    Governance
    
    CapitalChair
    
    Klemsz
    
    Snyder
    
    Klemsz
    
    BloomBloom
    
    Bloom
    
    Bloom
    
    KlemszKlemsz
    
    Snyder
 Transactions With Management And Others




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##### Table of Contents



Director Compensation
   Audit
    
    
    Compensation
    
    
    Governance
    
    
    CapitalChair
    
    $
    13,000
    
    
    $
    10,000
    
    
    $
    8,000
    
    
    $
    21,000Member
    
    
    10,000
    
    
    
    7,000
    
    
    
    5,000
    
    
    
    12,000
   
 ITEM 11. EXECUTIVE COMPENSATION
  NonqualifiedNon-Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive
    
    
    Compensation
    
    
    All OtherName & Principal Position
    
    
    
    
    
    Salary ($)
    
    
    Bonus ($)
    
    
    Awards ($)
    
    
    Awards ($)
    
    
    Compensation ($)
    
    
    Earnings ($)
    
    
    Compensation ($)
    
    
    Total ($)Greg Venn (1)
    
    
    2010
    
    
    
    294,032
    
    
    
    55,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    349,032President & CEOPeter Kloepfer (2)
    
    
    2010
    
    
    
    250,754
    
    
    
    55,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    305,754Chief Investment OfficerBob Gross (3)
    
    
    2010
    
    
    
    169,886
    
    
    
    55,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    224,886Chief Operating OfficerJames W. Creamer III (4)
    
    
    2010
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000Chief Financial Officer
    
    
    2009
    
    
    
    147,500
    
    
    
    
    
    
    
    
    
    
    
    354,363
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    501,8632008
    
    
    
    120,000
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,000Joni K. Troska (5)
    
    
    2010
    
    
    
    104,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104,000Controller
    
    
    2009
    
    
    
    95,250
    
    
    
    
    
    
    
    
    
    
    
    70,873
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    166,123




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##### Table of Contents



(1)
    
    Mr. Venn is our President & Chief Executive Officer and receives a salary of $425,000 and is
eligible for an annual bonus as directed by our Board of Directors. In 2010, he received a
cash bonus of $55,000.(2)
    
    Mr. Kloepfer is our Chief Investment Officer and receives a salary of $350,000 and is
eligible for an annual bonus as directed by our Board of Directors. In 2010, he received a
cash bonus of $55,000.(3)
    
    Mr. Gross is our Chief Operating Officer and receives a salary of $225,000 and is eligible
for an annual bonus as directed by our Board of Directors. In 2010, he received a cash bonus
of $55,000.(4)
    
    Mr. Creamer, our Chief Financial Officer since September 29, 2010 receives a salary of
$150,000 per year and is eligible for an annual bonus as directed by our Board of Directors.
Prior to the NexCore transaction on September 29, 2010, Mr. Creamer was our President & Chief
Executive Officer. On August 4, 2009, Mr. Creamer was granted options to purchase 1,305,131
shares of common stock at $0.49 per share, which adjusted for our reverse split, are now
options to purchase 652,566 shares of common stock at $0.98 per share. These options vested
completely upon the change of control on September 29, 2010. The options have a seven year
maturity. In December 2008 Mr. Creamer received a bonus of $15,000.(3)
    
    Ms. Troska, our Controller since September 29, 2010 receives an annual salary of $104,000
per year and is eligible for an annual bonus. Prior to the NexCore transaction on September
29, 2010, Ms. Troska was our Chief Financial Officer. On August 4, 2009, Ms. Troska was
granted options to purchase 261,026 shares of common stock at $0.49 per share, which adjusted
for our reverse split, are now options to purchase 130,513 shares of common stock at $0.98 per
share. These options vested completely upon the change of control on September 29, 2010.
Fifty percent of the options vested immediately and the remaining fifty percent will vest
equally over a three year period. The options have a seven year maturity.




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
    
    each director and Designee,
    
    each named executive officer,
    
    each beneficial owner of more than 5% of our common stock, and
    
    all directors, Designees and executive officers as a group.
  Number of
    
    
    Percent ofName and Address of Beneficial Owner
    
    
    
    Shares
    
    
    Shares (1)Gregory C. Venn
    
    (2)
    
    
    19,150,669
    
    
    
    38.7
    %Peter Kloepfer
    
    (2)
    
    
    19,150,669
    
    
    
    38.7
    %Robert Gross
    
    (3)
    
    
    
    
    
    
    
    %James W. Creamer III
    
    (4)
    
    
    665,066
    
    
    
    1.3
    %G. Brent Backman
    
    (5)
    
    
    11,815,397
    
    
    
    23.9
    %Brian Klemsz
    
    (6)
    
    
    2,392,625
    
    
    
    4.8
    %Richard Bloom
    
    
    
    
    
    
    
    
    
    %Loren Snyder
    
    (7)
    
    
    
    
    
    
    
    %BOCO Investments, LLC 

103 West Mountain Ave.

Fort Collins, Colorado, 80524
    
    
    
    
    15,137,385
    
    
    
    30.6
    %GDBA Investments, LLC 

1440 Blake Street, Suite 310

Denver, Colorado 80202
    
    
    
    
    11,935,789
    
    
    
    24.1
    %All directors, Designees and
executive officers as a group (6
persons)
    
    
    
    
    49,326,534
    
    
    
    98.4
    %
 *
    
    Less than 1%(1)
    
    Based on 49,455,841 shares outstanding as of January 15, 2011.(2)
    
    Messrs. Venn and Kloepfer have the right to vote these shares pursuant to the terms of a
Voting Trust, of which they are trustees. Messrs. Venn and Kloepfer disclaim beneficial
ownership of these shares except to the extent of their pecuniary interest therein.(3)
    
    Mr. Gross has a pecuniary interest in 3,237,734 shares, all of which have been deposited into
the Voting Trust of which Messrs. Venn and Kloepfer are trustees.




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##### Table of Contents



(4)
    
    Includes options to purchase 652,566 shares that were exercisable within 60 days of January
15, 2010.(5)
    
    Consists of 11,770,397 shares owned by GDBA Investments, LLC, which is controlled by Mr.
Backman, and 45,000 shares that are owned by Mr. Backmans adult children. Mr. Backman
disclaims beneficial ownership of the shares owned by his adult children.(6)
    
    Includes 225,000 shares owned by Mr. Klemsz spouse and minor child, and 1,645,000 shares
held by WestMountain Asset Management, of which Mr. Klemsz is chief executive officer.(7)
    
    Mr. Snyder has a pecuniary interest in 364,794 shares, all of which have been deposited into
the Voting Trust of which Messrs. Venn and Kloepfer are trustees. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 GDBA Investments, LLC (GDBA)
       BOCO Investments, LLC (BOCO)




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##### Table of Contents



GDBA
    
    
    BOCO
    
    
    TOTALSubordinated notes
    
    $
    505,854
    
    
    $
    2,580,041
    
    
    $
    3,085,895Promissory notes
    
    $
    247,018
    
    
    $
    
    
    
    
    247,018Accrued interest
    
    
    593
    
    
    
    3,155
    
    
    
    3,748Total senior subordinated
revolving notes
    
    $
    753,465
    
    
    $
    2,583,196
    
    
    $
    3,336,661
 Guarantees
  Revenue




---



##### Table of Contents



ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.
  (a)
    
    
    (1
    )
    
    FINANCIAL STATEMENTS(2
    )
    
    SCHEDULES(3
    )
    
    EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents:
 EXHIBIT NO.
    
    DESCRIPTION3.1
    *
    
    Articles of Incorporation, filed under cover of Form 10-SB, 4/14/04.3.2
    *
    
    Bylaws, filed under cover of Form 10-SB, 4/14/04.3.3
    *
    
    Articles of Amendment to Articles of Incorporation, filed under cover of Form 10-SB,
4/14/04.3.4
    *
    
    Articles of Amendment to Articles of Incorporation; filed under cover of Form 8-K, 7/13/05.3.5
    *
    
    Articles of Amendment to Articles of Incorporation; filed under cover of Form 8-K, 10/27/063.6
    *
    
    Articles of Amendment to Articles of Incorporation; filed under cover of Form 8-K, 07/07/084.1
    *
    
    Warrant for BOCO Investments, LLC, filed under cover of Form 8-K 03/03/093.7
    *
    
    Amended and Restated Agreement of Limited Partnership of NexCore, filed under cover of
Form 8K, 10/05/104.2
    *
    
    Warrant for BOCO Investments, LLC, filed under cover of Form 8-K 04/06/094.3
    *
    
    Warrant for BOCO Investments, LLC, filed under cover of Form 8-K 05/05/094.4
    *
    
    Warrant for BOCO Investments, LLC, filed under cover of Form 8-K 05/05/094.5
    *
    
    Warrant for BOCO Investments, LLC, filed under cover of Form 10-Q 9/30/094.6
    *
    
    Warrant issued to WestMountain Asset Management, Inc., filed under cover of Form 8K,
10/05/10




---



##### Table of Contents



EXHIBIT NO.

    
    DESCRIPTION10.1
    *
    
    Loan Financing Agreement with GDBA Investments, LLLP, filed under cover of Form 10-SB,
4/14/04.10.2
    *
    
    Construction Land Acquisition Loan Agreement with Cross Country Properties II, LLC, filed
under cover of Form 10-SB, 4/14/04.10.3
    *
    
    Construction Land Acquisition Loan Agreement with Cross Country Properties III, LLC, filed
under cover of Form 10-SB, 4/14/04.10.4
    **
    
    Lease Agreement between Moody Group, LLC and Family Dollar Stores of Georgia, Inc., filed
under cover of amended Form 10-SB, 9/21/04.10.5
    *
    
    Lease Agreement between Cross Country Properties III, LLC and Advance Auto Stores Company,
filed under cover of amended Form 10-SB, 9/21/04.10.6
    *
    
    Agreement between GDBA RE One, LLC (Seller) and Alexander V. Lagerborg, filed under
cover of amended Form 10-SB, 9/21/04.10.7
    *
    
    Letter of Intent dated July 1,2004 between Across America Real Estate Development Corp.
and Carwash Management, Inc, filed under cover of amended Form 10-58, 9/21/04.10.8
    *
    
    Joint Development Agreement; filed under cover of Form 8-K, 10/06/0410.9
    *
    
    Agreement to Fund with GDBA Investments, LLLP; filed under cover of Form 8-K, 12/01/0410.10
    *
    
    Senior Credit Facility with Vectra Bank; filed under cover of Form 8-K, 4/28/0510.11
    *
    
    Securities Purchase Agreement filed under cover of Form 8-K, 10/04/0610.12
    *
    
    Subordinated Note, GDBA; filed under cover of Form 8-K, 10/04/0610.13
    *
    
    Subordinated Note, BOCO; filed under cover of Form 8-K, 10/04/0610.14
    *
    
    Shareholders Agreement; filed under cover of Form 8-K, 10/04/0610.15
    *
    
    Registration Rights Agreement; filed under cover of Form 8-K, 10/04/0610.16
    *
    
    Revolving Note, GDBA; filed under cover of Form 8-K, 10/04/0610.17
    *
    
    Revolving Note, BOCO filed under cover of Form 8-K, 10/04/0610.18
    *
    
    Amendment to Senior Subordinated Note, GDBA filed under cover of Form 10Q, 8/14/0710.19
    *
    
    Amendment to Senior Subordinated Note, BOCO filed under cover of Form 10Q, 8/14/0710.20
    *
    
    Amendment to Revolving Note, BOCO filed under cover of Form 10Q, 8/14/07




---



##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.21
    *
    
    Amendment to Revolving Note, GDBA filed under cover of Form 10Q, 8/14/0710.22
    *
    
    Amendment to Senior Subordinated Note, GDBA filed under cover of Form 10Q, 8/14/0710.23
    *
    
    Amendment to Senior Subordinated Note, GDBA filed under cover of Form 10Q, 8/14/0710.24
    *
    
    Amendment to Revolving Note, GDBA filed under cover of Form 10Q, 8/14/0710.25
    *
    
    Amendment to Revolving Note, BOCO filed under cover of Form 10Q, 8/14/0710.26
    *
    
    Amendment to Subordinated Note, GDBA filed under cover of Form 8K, 10/31/0710.27
    *
    
    Amendment to Revolving Note, GDBA filed under cover of Form 8K, 10/31/0710.28
    *
    
    Amendment to Subordinated Note, BOCO filed under cover of Form 8K, 10/31/0710.29
    *
    
    Amendment to Revolving Note, BOCO filed under cover of Form 8K, 12/21/0710.30
    *
    
    Amendment to Revolving Note, GDBA filed under cover of Form 8K, 12/21/0710.31
    *
    
    Securities Exchange Agreement with BOCO, filed under cover of Form 8K, 07/07/0810.32
    *
    
    Securities Exchange Agreement with GDBA, filed under cover of Form 8K, 07/07/0810.33
    *
    
    Securities Exchange Agreement with J. Zimlich, filed under cover of Form 8K, 07/07/0810.34*
    
    
    Revolving Note with BOCO, filed under cover of Form 8K, 07/07/0810.35*
    
    
    Revolving Note with GDBA, filed under cover of Form 8K, 07/07/0810.36*
    
    
    Accrued Interest Payment Agreement with BOCO, filed under cover of Form 8K, 07/07/0810.37*
    
    
    Accrued Interest Payment Agreement with GDBA, filed under cover of Form 8K, 07/07/0810.38*
    
    
    Accrued Interest Payment Agreement with J.Zimlich, filed under cover of Form 8K, 07/07/0810.39*
    
    
    Amended and Restated Shareholders Agreement with BOCO and GDBA, filed under cover of Form
8K, 07/07/0810.40*
    
    
    Extension Agreement with BOCO, filed under cover of Form 8K, 04/06/0910.41*
    
    
    Amendment to Senior Subordinated Note with BOCO, filed under cover of Form 8K, 10/07/0910.42*
    
    
    Amendment to Senior Subordinated Note with GDBA, filed under cover of Form 8K, 10/07/0910.43*
    
    
    Interest Purchase Agreement, filed under cover of Form 8K, 10/05/10




---



##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.44
    *
    
    Indemnification Agreement, filed under cover of Form 8K, 10/05/1010.45
    *
    
    Asset Indemnification Agreement, filed under cover of Form 8K, 10/05/1010.46
    *
    
    Loan Indemnification Agreement, filed under cover of Form 8K, 10/05/1010.47
    *
    
    Shareholders Agreement, filed under cover of Form 8K, 10/05/1010.48
    *
    
    Lockup Agreement, filed under cover of Form 8K, 10/05/1010.49
    *
    
    Amended and Restated 2008 Equity Compensation Plan, filed under cover of Form 8K,
01/05/201116.1
    *
    
    Change of Accountant Letter, filed under cover of Form 8K, 04/29/0821.
    *
    
    List of Subsidiaries.23.1
    *
    
    Consent of Independent Registered Public Accounting Firm31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 200232.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
 *
    
    Previously filed




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##### Table of Contents



NexCore Healthcare Capital Corp.Dated: APRIL 15, 2011
    By:
    /s/ Gregory C. VennGregory C. VennPresident and Chief Executive OfficerDated: APRIL 15, 2011
    By:
    /s/ James W. Creamer IIIJames W. Creamer IIIChief Financial Officer  Dated: APRIL 15, 2011
    By:
    /s/ Gregory C. VennGregory C. VennDirectorDated: APRIL 15, 2011
    By:
    /s/ Peter KloepferPeter KloepferDirectorDated: APRIL 15, 2011
    By:
    /s/ Brian KlemszBrian KlemszDirectorDated: APRIL 15, 2011
    By:
    /s/ Richard BloomRichard BloomDirectorDated: APRIL 15, 2011
    By:
    /s/ Loren SnyderLoren SnyderDirector