UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)


þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to ___________

Commission File Number: 0-29804

SecureCare Technologies, Inc.
(Exact name of registrant as specified in its charter)


Nevada		82-0255758
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1617 W. 6^th Street, Suite C
Austin, TX		78703
(Address of principal executive offices)		(Zip Code)

(512) 447-3700
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o		Accelerated filer o

Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of June 30, 2009, 8,440,712 shares of common stock, par value $.001 per share, were outstanding, of which 4,570,829 shares were held by non-affiliates.

SECURECARE TECHNOLOGIES, INC.
FORM 10-Q
CONTENTS


PART I		FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Balance Sheets at June 30, 2009 (unaudited) and December 31, 2008	2

		Statements of Operations (unaudited) for the three months ended June 30, 2009 and 2008	3

		Statements of Operations (unaudited) for the six months Ended June 30, 2009 and 2008	4

		Statements of Cash Flows (unaudited) for the six months ended June 30, 2009 and 2008	5

		Notes to Condensed Financial Statements (unaudited)	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

	Item 4.	Controls and Procedures	22

PART II		OTHER INFORMATION

	Item 1.	Legal Proceedings	23

	Item 2.	Changes in Securities and Use of Proceeds	23

	Item 3.	Defaults Upon Senior Securities	23

	Item 4.	Submission of Matters to a Vote of Security Holders	23

	Item 5.	Other Information	23

	Item 6.	Exhibits and Reports on Form 8-K	23

SIGNATURES			25

CERTIFICATIONS

SECURECARE TECHNOLOGIES, INC.
BALANCE SHEETS
June 30, 2009 (Unaudited) and December 31, 2008


	June 30, 2009			December 31, 2008

	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	11,196		$	39,594
Accounts receivable - trade, net of allowance for doubtful accounts of $995 at June 30, 2009 and December 31, 2008		29,515			18,986
Prepaid expenses		27,520			21,196

Total current assets		68,231			79,776

Property and equipment, net of accumulated depreciation of $392,801 and $362,202, respectively		35,294			55,444
Deposits		—			13,192


Total assets	$	103,525		$	148,412


LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities
Current portion of notes payable (including $1,066,323 and $956,820 to related parties, respectively), net of debt discount of $75,293 and $54,284, respectively	$	2,761,210		$	2,486,716
Related party advance		5,000			—
Accounts payable - trade		130,767			129,196
Accrued payroll		187,170			181,752
Accrued payroll taxes, penalties and interest - current		123,683			131,987
Deferred revenue		1,451			13,148
Accrued interest, including $107,593 and $66,279 to related parties, respectively		313,457			198,504
Other accrued liabilities		5,826			4,432

Total current liabilities		3,528,564			3,145,735

Notes payable (including $204,500 to related parties), less current portion and net of debt discount of $106,369		—			344,131

Non-current accrued payroll taxes, penalties and interest		78,463			70,916

Total liabilities		3,607,027			3,560,782

Commitments and Contingencies (Note 2)

Shareholders’ deficit
Preferred stock - $0.001 par value; 15,000,000 shares authorized, Series A convertible preferred stock - 1,575,000 shares issued and outstanding (liquidation value of $1,575,000)		1,575			1,575
Series B convertible preferred stock - 768,183 shares issued and outstanding (liquidation value of $845,001)		768			768
Common stock - $0.001 par value; 50,000,000 shares authorized,8,440,712 and 2,316,448 shares issued and outstanding, respectively		8,441			2,316
Additional paid-in capital		37,553,780			36,941,082
Accumulated deficit		(41,068,066	)		(40,358,111	)

Total shareholders’ deficit		(3,503,502	)		(3,412,370	)


Total liabilities and shareholders’ deficit	$	103,525		$	148,412

See accompanying notes to condensed financial statements.

SECURECARE TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended June 30, 2009 and 2008


	2009			2008

Revenues	$	72,324		$	39,064

Operating expenses
Cost of revenues		35,893			30,621
Selling, general and administrative		295,243			356,800


Operating loss		(258,812	)		(348,357	)

Other income (expense)
Other income		10,658			244
Interest expense (including $21,299 and $13,510 to related parties, respectively)		(89,535	)		(257,017	)


Net loss	$	(337,689	)	$	(605,130	)


Net loss per common share - basic and diluted	$	(0.04	)	$	(0.31	)


Weighted average number of common shares outstanding - basic and diluted		7,561,216			1,929,470

See accompanying notes to condensed financial statements.

SECURECARE TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Six Months Ended June 30, 2009 and 2008


	2009			2008

Revenues	$	135,374		$	75,819

Operating expenses
Cost of revenues		67,669			55,210
Selling, general and administrative		604,143			854,831


Operating loss		(536,438	)		(834,222	)

Other income (expense)
Other income		10,658			10,805
Interest expense (including $41,314 and $23,722 to related parties, respectively)		(184,175	)		(459,163	)


Net loss	$	(709,955	)	$	(1,282,580	)


Net loss per common share - basic and diluted	$	(0.12	)	$	(0.70	)


Weighted average number of common shares outstanding - basic and diluted		5,729,450			1,820,330

See accompanying notes to condensed financial statements.

SECURECARE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Months Ended June 30, 2009 and 2008


	2009			2008

Cash flows from operating activities
Net loss	$	(709,955	)	$	(1,282,580	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		30,599			30,363
Bad debt expense		—			442
Stock compensation expense		27,882			12,356
Amortization of debt discount		63,273			390,056
Increases and decreases in operating assets and liabilities:
Accounts receivable - trade		(10,529	)		9,851
Prepaid expenses		(6,324	)		4,101
Deposits		13,192			(20,552	)
Deferred revenue		(11,697	)		10,386
Accounts payable - trade		1,571			(66,666	)
Accrued liabilities		126,610			34,941

Cash flows used in operating activities		(475,378	)		(877,302	)

Cash flows used in investing activities Capital expenditures		(10,449	)		(6,987	)

Cash flows from financing activities
Proceeds from related party advance		25,000			—
Payments on related party advance		(20,000	)		—
Payments of notes payable		—			(50,000	)
Proceeds from common stock sale		307,426			—
Proceeds from related party notes payable		95,003			75,000
Proceeds from bridge financing allocated to notes payable		45,455			669,857
Proceeds from bridge financing allocated to common stock		4,545			257,437

Cash flows provided by financing activities		457,429			952,294


Net decrease in cash and cash equivalents		(28,398	)		68,005

Cash and cash equivalents, beginning of period		39,594			161,680


Cash and cash equivalents, end of period	$	11,196		$	229,685


Supplemental disclosures for cash flow information:

Interest paid	$	—		$	13,304


Supplemental non-cash financing activity:

Conversion of notes payable and accrued interest to common stock	$	278,969		$	—

See accompanying notes to condensed financial statements.

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE 1. NATURE OF OPERATIONS

SecureCare Technologies, Inc. (the “Company”) provides Internet-based document exchange and e-signature solutions for the healthcare industry.

The Company’s proprietary technology offers workflow solutions that enable documents to be sent, retrieved, signed and remotely viewed anywhere in the world, between providers of healthcare, while protecting patient privacy as required by law.

The Company’s Internet-based Sfax™ with Digital Signature and annotation features is a HIPAA-ready (Health Insurance Portability and Accountability Act) electronic fax solution that is 100 percent dedicated to the healthcare industry. It provides a complete log and audit trail for all fax documents and completely eliminates the manual paper processing of fax documents. Sfax™ is distributed to end-users through the Company’s network of health care software vendors and value-added resellers and is sold as an easily integrated, add-on module to existing health care applications or as a stand-alone solution.

The Company’s Internet-based SecureCare.net portal is an electronic document exchange and e-signature workflow solution that was built with Microsoft’s dotNet state-of-the art development tools. The SecureCare.net portal is tailored to the needs of physicians, clinics and home healthcare, hospice and durable medical equipment providers.

The Company markets its services to customers throughout the United States; currently operating from its Austin, Texas-based corporate headquarters.

The Company intends to continue to utilize the Internet to provide browser-initiated healthcare document exchange and e-signature solutions that facilitate the confidential, on-line exchange of healthcare information for many participants in the healthcare industry. Based on the technology and products in place, other applications can and will be developed that will enhance the Company’s position in the physician’s office and in the offices of other providers of healthcare. These services using Internet technology in the healthcare industry are subject to risks, including but not limited to those associated with competition from existing companies offering similar services, rapid technological change, development risks, management of growth and a minimal previous record of operations or earnings.

BASIS OF PRESENTATION

The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the financial information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Results of operations for the three and six months ended June 30, 2009, are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

Certain prior period amounts have been reclassified to conform to current presentation.

These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

GOING CONCERN

The financial statements have been prepared on the assumption that the Company will continue as a going concern. The Company sustained a net loss of $709,955 for the six months ended June 30, 2009. The Company has accumulated losses through June 30, 2009 of $41,068,066 (including a non-recurring loss on early extinguishment of debt totaling $19,030,648 incurred in the fourth quarter of 2006). Cash used in operating activities for the six month period ended June 30, 2009 aggregated $475,378. Total liabilities at June 30, 2009 of $3,607,027 significantly exceed total assets of $103,525. The Company is unable to meet all of its short-term obligations because of shortages of cash. The Company’s continued existence depends upon the success of management’s efforts to raise additional capital necessary to meet the Company’s obligations as they come due, and to obtain sufficient capital to execute its business plan. The Company intends to obtain capital primarily through issuances of debt or equity. There can be no degree of assurance that the Company will be successful in completing additional financing transactions. Failure to generate additional revenues, raise additional capital or manage discretionary spending could have a material adverse effect on the Company’s ability to continue as a going concern and to achieve its intended business objectives. The accompanying unaudited financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or classification of liabilities which may result from the inability of the Company to continue as a going concern.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R will significantly change the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, IPR&D and restructuring costs. In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense. SFAS 141R was effective for the Company beginning January 1, 2009. The provisions of SFAS 141R will impact the Company if it is a party to a business combination after the pronouncement is adopted.

In June 2009, the Financial Accounting Standards Board (“FASB”) approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), will be superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. The Codification does not change GAAP, but instead introduces a new structure that will combine all authoritative standards into a comprehensive, topically organized online database. The Codification will be effective for interim or annual periods ending after September 15, 2009, and will impact the Company’s financial statement disclosures beginning with the quarter ending September 30, 2009 as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There will be no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). SFAS 165 requires disclosure of the date through which the entity has evaluated subsequent events and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and will not result in significant changes in the subsequent events reported by the Company. SFAS 165 is effective for interim or annual periods ending after June 15, 2009. The Company adopted the provisions of SFAS 165 during the quarter ended June 30, 2009. The adoption of these provisions did not have a material effect on our consolidated financial statements.

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE 2. SUMMARY OF SIGNFICANT ACCOUNTING PRINCIPLES

REVENUE RECOGNITION

The Company derives its revenues from the following healthcare provider sources - recurring monthly service fees, one-time training and setup fees and integration and customization services as contracted.

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). SAB 104 generally requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and the collectability of those fees. Should changes in conditions cause management to determine these criteria are not met for certain sales, revenue recognized for any reporting period could be adversely affected. In instances where any one of the four criteria is not met, the Company will either defer recognition of the monthly service fees until the criteria are met or will recognize the recurring monthly service fees on a ratable basis. SAB No. 104 incorporates Emerging Issues Task Force (“EITF”) No. 00-21, “Multiple-Deliverable Revenue Arrangements.” EITF No. 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. This issue addresses determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting. Recognition of revenue resulting from one-time training and set-up fees, which are billed upfront, is deferred and amortized over the life of the corresponding arrangement.

SOFTWARE AND SOFTWARE DEVELOPMENT COSTS

The Company capitalizes costs related to computer software developed or obtained for internal use in accordance with the American Institute of Certified Public Accountants Statement of Position (SOP) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” and is depreciated using the straight-line method over the estimated useful life of the software, generally two years. At June 30, 2009, capitalized software development costs totaled $235,750, less accumulated amortization of $230,271 and is included in property and equipment in the accompanying balance sheet. No software development costs were incurred or capitalized during the three and six month periods ended June 30, 2009 and 2008.

LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives of the depreciable assets ranging from two to five years. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. Depreciation expense for the six months ended June 30, 2009 and 2008 was $30,599 and $30,363, respectively.

STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment”,(“SFAS No. 123R”). SFAS No.123R requires that all share-based payments to employees, including the grant of employee stock options, be recognized in the income statement based on their fair values less estimated forfeitures. Compensation cost is recognized over the award’s requisite service period (which is generally the vesting term). The Company grants newly issued shares of common stock upon exercise of stock options.

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

STOCK-BASED COMPENSATION (Continued)

The Company accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123R and Emerging Issues Task Force (EITF) Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date on which it is probable that performance will occur.

2008 Plan
The Board of Directors of the Company approved the SecureCare Technologies, Inc. 2008 Stock Option Plan (the “2008 Plan”) on July 2, 2008. The Company has reserved 500,000 shares of common stock for issuance under the 2008 Plan. In accordance with the terms of the 2008 Plan, the exercise price of each option granted may not be less than the fair market value of common stock at the date of grant, without prior approval of the Board of Directors. Options are exercisable according to the terms set out in the option agreement, not to exceed ten years. All options granted by the Company under its 2008 Plan are restricted stock awards under rules promulgated by the Securities and Exchange Commission. There are 78,750 shares of common stock available for issuance under the 2008 Plan as of June 30, 2009.

2007 Plan
The Board of Directors of the Company approved the SecureCare Technologies, Inc. 2007 Stock Option Plan (the “2007 Plan”) on August 15, 2007. The Company has reserved 425,000 shares of common stock for issuance under the 2007 Plan. In accordance with the terms of the 2007 Plan, the exercise price of each option granted may not be less than the fair market value of common stock at the date of grant, without prior approval of the Board of Directors. Options are exercisable according to the terms set out in the option agreement, not to exceed ten years. All options granted by the Company under its 2007 Plan are restricted stock awards under rules promulgated by the Securities and Exchange Commission. There are 60,833 shares of common stock available for issuance under the 2007 Plan as of June 30, 2009.

2004 Plan
The Board of Directors of the Company approved the SecureCare Technologies, Inc. 2004 Stock Option Plan (the “2004 Plan”) on December 31, 2004. The Company has reserved 10,000 shares of common stock for issuance under the 2004 Plan. In accordance with the terms of the 2004 Plan, the exercise price of each option granted may not be less than the fair market value of common stock at the date of grant, without prior approval of the Board of Directors. Options are exercisable according to the terms set out in the option agreement, not to exceed ten years. All options granted by the Company under its 2004 Plan are restricted stock awards under rules promulgated by the Securities and Exchange Commission. There are 8,750 shares of common stock available for issuance under the 2004 Plan as of June 30, 2009.

For the six months ended June 30, 2009 and 2008, the compensation expense associated with stock options was $27,882 and $12,356, respectively.

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

STOCK-BASED COMPENSATION (Continued)

The following tables summarize the activity under all stock option plans for the six months ended June 30, 2009:


	2008 Stock Option Plan

	Six Months Ended June 30, 2009

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding at January 1, 2009		478,125		$	0.75	9.59	years	$	—

Granted		—		$	—	—	years
Exercised		—		$	—	—	years
Cancelled		(15,625	)	$	0.75	—	years
Forfeitures		(41,250	)	$	0.75	—	years

Outstanding at June 30, 2009		421,250		$	0.75	9.09	years	$	—


Vested and expected to vest at June 30, 2009		421,250		$	0.75	9.09	years	$	—
Options exercisable at June 30, 2009		369,791		$	0.75	9.09	years	$	—


	2007 Stock Option Plan

	Six Months Ended June 30, 2009

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding at January 1, 2009		420,834		$	0.81	8.62	years	$	—

Granted		—		$	—	—	years
Exercised		—		$	—	—	years
Cancelled		(56,667	)	$	0.81	—	years
Forfeitures		—		$	—	—	years

Outstanding at June 30, 2009		364,167		$	0.81	8.10	years	$	—


Vested and expected to vest at March 31, 2009		364,167		$	0.81	8.10	years	$	—
Options exercisable at March 31, 2009		364,167		$	0.81	8.10	years	$	—


	2004 Stock Option Plan

	Six Months Ended June 30, 2009

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding at January 1, 2009		1,250	$	200.00	5.92	years	$	—

Granted		—	$	—	—	years
Exercised		—	$	—	—	years
Cancelled		—	$	—	—	years
Forfeitures		—	$	—	—	years

Outstanding at June 30, 2009		1,250	$	200.00	5.42	years	$	—


Vested and expected to vest at March 31, 2009		1,250	$	200.00	5.42	years	$	—
Options exercisable at March 31, 2009		1,250	$	200.00	5.42	years	$	—

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

The aggregate intrinsic value which is $0 at June 30, 2009 is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock, $0.02 at June 30, 2009.

The Company calculates the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. There were no new options granted under any of the stock option plans during the six months ended June 30, 2009.

As of June 30, 2009 there was $38,102 in total unrecognized compensation costs related to unvested options.

CONTINGENCIES

On March 7, 2008, the Company received a letter from an attorney for an investor demanding payment on a promissory note issued in 2004 with a principal balance of $63,500. Another party has advised the Company that it is the legal owner of the promissory note. No legal action has been commenced and the Company is attempting to resolve the matter between the parties. As of the date of this filing the matter has not been resolved between the two parties. The promissory note has been carried on the Company’s books as a liability and management does not believe that the outcome of this matter will have a material effect on the Company’s financial position, operating results or cash flows. However, there can be no assurance that any legal proceeding that develops as a result of this matter will not have a material adverse impact on the Company’s liquidity.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The Company’s most significant estimates relate to fair value of stock based compensation, software services revenue recognition, capitalization of software development costs and depreciation of fixed assets. Actual results could differ from these estimates.

INCOME TAXES

Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities. Under the asset and liability method, the effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the payable or refund for the period plus or minus the change during the period in deferred tax assets and liabilities.

LOSS PER COMMON SHARE

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding for the period. Common stock equivalents for the six month periods ended June 30, 2009 and 2008 totaling 1,390,939 and 958,936, respectively, have been excluded from the computation since such inclusion would have an anti-dilutive effect.

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE 3. NOTES PAYABLE

Notes payable at June 30, 2009 (unaudited) and December 31, 2008 consist of the following:


	June 30, 2009					December 31,
	(unaudited)					2008

	Short Term			Long Term		Short Term			Long Term

Note payable to Phoebe Holdings, Inc. at 7.5%, unsecured. Note is in default as of May 1, 2005. Interest rate increased to 9.5% after default.	$	63,500		$	—	$	63,500		$	—

Related party note payable bearing interest at 6%, unsecured. Note is in default as of December 3, 2008.		75,000			—		75,000			—

Related party note payable bearing interest at 6%, unsecured. Principal and interest due August 17, 2009		25,003			—		—			—

Related party note payable bearing interest at 6%, unsecured. Principal and interest due October 14, 2009		25,000			—		—			—

Related party note payable bearing interest at 6%, unsecured. Principal and interest due October 28, 2009		20,000			—		—			—

Related party note payable bearing interest at 6%, unsecured. Principal and interest due December 25, 2009		25,000			—		—			—

Bridge Financing Summary

Convertible bridge notes payable bearing interest at 7.5%, including $57,500 to related parties, unsecured. Principal and interest due December, 2009		187,500			—		187,500			—

Convertible bridge notes payable bearing interest at 7.5%, including $12,500 to related parties, unsecured. Principal and interest due January, 2010		62,500			—		—			62,500

Convertible bridge notes payable bearing interest at 7.5%, including $167,000 to related parties, unsecured. Principal and interest due February, 2010		250,500			—		—			250,500

Convertible bridge notes payable bearing interest at 7.5%; Principal and interest due April, 2010		82,500			—		—			82,500

Convertible bridge notes payable bearing interest at 7.5%, including $25,000 to related parties, unsecured. Principal and interest due May, 2010		55,000			—		—			55,000

Bridge notes payable bearing interest at 9%, including $634,320 to related parties, unsecured. Principal and interest due December 31, 2009		1,965,000			—		1,965,000			—

Bridge notes payable bearing interest at 8%, including $190,000 to related parties, unsecured.		—			—		250,000			—

Principal and interest converted to common stock in 2009.	$	2,836,503		$	—	$	2,541,000		$	450,500
Less: unamortized debt discount		(75,293	)		—		(54,284	)		(106,369	)

Total notes payable	$	2,761,210		$	—	$	2,486,716		$	344,131

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE 3. NOTES PAYABLE (Continued)

Bridge Financing Summary – Notes Payable Issued October 2008 through January 2009

On September 22, 2008 the Board of Directors approved the issuance of a new series of notes payable (the “New Notes”) totaling $500,000 maturing on December 31, 2009, with a stated interest rate of 8% per annum with principal and interest payable at maturity. The New Notes have attached shares of the Company’s common stock in the form of one share of common stock for each $1.00 invested into the offering for a total of up to 500,000 shares to be issued.

From October 1, 2008 through December 31, 2008 the Company received a total of $250,000 in gross proceeds from the New Notes. In addition, the Company issued 250,000 shares of common stock to the participating investors. These shares were valued at a range of $0.10 to $0.30 per share based on the fair value of the Company’s common stock on the date of issuance resulting in a total fair value of $285,500. The Company allocated the proceeds received between the notes payable and the shares of common stock issued based on their relative fair values at the date of issuance. Based on the relative fair value calculations, the Company allocated $30,116 of the $250,000 in proceeds to the shares of common stock issued and the remaining $219,884 to the notes payable. The debt discount amount of $30,116 was being amortized as a component of interest expense over the initial life of the notes (eleven to fifteen months).

From January 1, 2009 through January 31, 2009 the Company received a total of $50,000 in gross proceeds from the New Notes. In addition, the Company issued 50,000 shares of common stock to the participating investors. These shares were valued at $0.10 per share based on the fair value of the Company’s common stock on the date of issuance resulting in a total fair value of $55,000. The Company allocated the proceeds received between the notes payable and the shares of common stock issued based on their relative fair values at the date of issuance. Based on the relative fair value calculations, the Company allocated $4,545 of the $50,000 in proceeds to the shares of common stock issued and the remaining $45,455 to the notes payable. The debt discount amount of $4,545 was being amortized as a component of interest expense over the initial life of the notes (eleven months).

Effective February 1, 2009 the Company made an offer to the holders of the New Notes, representing $300,000 in principal amount outstanding, to convert the New Notes to shares of the Company’s common stock at a rate of one share of common stock to be issued for each $0.10 in principal amount converted for a total of up to 3,000,000 shares of common stock to be issued (the “Offer”). On February 1, 2009, the date of the Offer, the holders of the New Notes, twelve note holders in total, owned 59.5% of the outstanding common stock of the Company. As of March 4, 2009, the Company had received signed consents from the twelve New Note holders consenting to the conversion offer representing the entire $300,000 in principal amount outstanding. As of the date of conversion of the individual New Notes, which occurred between February 17, 2009 and March 4, 2009, the Company had accrued interest totaling $5,600. Payment of this accrued interest was waived by the consenting note holders. In addition, the Company had amortized $8,029 of the debt discount on the New Notes which originally totaled $34,661; therefore the unamortized debt discount on the New Notes totaled $26,631 as of the date of the conversion of the individual New Notes. The Company accounted for this conversion of New Notes into 3,000,000 shares of common stock as a capital contribution by the twelve note holders, who owned 59.5% of the outstanding common stock of the Company on the Offer date, February 1, 2009 and who owned 72.1% of the outstanding common stock of the Company on March 31, 2009.

Bridge Financing Summary – Funding Received June 2007 through July 2008

On June 13, 2007, the Board of Directors approved, effective June 1, 2007, the issuance of a series of Notes Payable (the “Financing”) totaling $1,500,000 maturing on December 31, 2008, with a stated interest rate of 6% per annum, with principal and interest payable at maturity. The Company has the option to extend the maturity date of the notes an additional twelve months. The stated interest rate on these notes during the optional extension period is 9% per annum.

On April 2, 2008, the Board of Directors approved a $500,000 increase (the “Extension”) to the $1,500,000 Financing, initially approved June 13, 2007, to a total of $2,000,000. The Financing and Extension Notes Payable have attached shares of the Company’s stock in the form of one share of common stock for each $2.50 invested into the offering for a total of up to 800,000 shares of common stock to be issued, of which 786,000 shares had been issued as of December 31, 2008.

As of June 30, 2009, the Company had received a total of $1,965,000 in gross proceeds from issuance of notes payable in the Financing and the Extension. These notes payable were issued between June, 2007 and July, 2008 and are still outstanding at June 30, 2009. In addition, the Company has issued 786,000 shares of common stock to the participating investors. These shares were valued at a range of $0.51 to $6.00 per share based on the fair value of the Company’s common stock on the date of issuance resulting in a total fair value of $3,359,636. The Company allocated the proceeds received between the notes payable and the shares of common stock issued based on the relative fair values at the date of issuance. Based on the relative fair value calculations, the Company allocated $693,260 of the $1,965,000 in proceeds to the shares of common stock issued and the remaining $1,271,740 to the notes payable. The debt discount amount of $693,260 has been fully amortized as a component of interest expense over the original life of the notes as of June 30, 2009.

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE 3. NOTES PAYABLE (Continued)

In November 2008, the Company notified the holders of the Notes Payable issued in the Financing and the Extension, totaling $1,965,000 in principal amount of the 6% notes payable, initially due December 31, 2008, that it was exercising its option to extend the maturity date one year to December 31, 2009. Effective January 1, 2009, the interest rate on these notes increased to 9% per annum.

Bridge Financing Summary – Funding Received December 2006 through May 2007

At June 30, 2009, the Company has $638,000 in outstanding two year 6% convertible bridge notes payable (convertible to common stock at a rate of $2.50 per share for a total of up to 255,200 shares to be issued) , for which the Company has issued 255,200 warrants to purchase common stock at $5.00 per share. These notes payable were issued between December, 2006 and May, 2007. The warrants were valued at a range of $5.91 to $29.91 per warrant resulting in a total fair value of $3,249,819. The Company allocated the proceeds received between the notes payable and the detachable warrants based on the relative fair values at the date of issuance. Based on the relative fair value calculations, the Company allocated $512,817 of the $638,000 in proceeds to the detachable warrants and the remaining $125,183 to the notes payable. The notes also contained a conversion feature allowing the note holders to convert the notes into common shares at a conversion price of $2.50 per share. The Company calculated a beneficial conversion feature in the amount of $3,146,817; however, the value of the beneficial conversion feature may not exceed the proceeds allocated to the notes payable under the relative fair value calculations. As a result, the value of the beneficial conversion feature is limited to $125,183, the amount of the proceeds allocated to notes payable. The debt discount amount of $638,000 ($512,817 related to the fair value of the warrants and $125,183 related to the beneficial conversion feature) was being amortized as a component of interest expense over the original life of the notes (twenty-four months).

On August 6, 2008, the Board of Directors approved a Note Extension Terms and Conditions Offer (the “Offer”), to the note holders who have invested in this financing, totaling $638,000 in principal amounts between December 2006 and May 2007 (the “Notes”). The Notes and the related accrued interest originally matured between December 2008 and May 2009; however, the Offer included a one-year extension of the maturity date of the Notes. In exchange for agreeing to the one-year extension, the Note holders were offered an increased interest rate from 6% to 7.5% during the extension period, a re-pricing of the stock purchase warrants sold in connection with the Notes from $5.00 per share to $2.50 per share, and the Offer granted the Note holders the right, exercisable at their sole discretion, to receive common stock at a price of $1.50 per share in lieu of accrued interest at the extended maturity date (representing a total of up to 67,420 shares of common stock to be issued). An analysis of the fair value of the warrants after the Offer consideration resulted in immaterial changes to the original fair value calculation; therefore, no accounting adjustment has been made, with the exception of the debt discount amortization, which the remaining amount is now being amortized over the 12 month extension period.

As of September 30, 2008 the Company had received written consents to the Offer from Note holders representing the entire $638,000 principal amount of notes outstanding.

A summary of the Bridge Financing and unamortized discount at June 30, 2009 and December 31, 2008, is as follows:

		June 30, 2009		December 31, 2008

Bridge Financing; 7.5% per annum; Due December 2009 through May 2010	$	638,000		$	638,000
Less: Unamortized discount		(75,293	)		(134,451	)

Net carrying value	$	562,707		$	503,549

Other

In 2008, the Company paid interest of $11,640 on the portion of the $638,000 in principal of notes outstanding that required semi-annual interest payments. As of December 31, 2008, upon acceptance of the Offer by all the Note holders representing the entire $638,000 principal amount of notes outstanding, all of the Notes now require payment of interest at the extended maturity date.

As of June 30, 2009, the Company is in default on the principal amount of $63,500 in an unsecured note payable and $75,000 in an unsecured related party note payable. The related party waived the Company’s non-compliance with the terms of the note as of June 30, 2009.

On February 17, 2009 the Company issued a six-month, 6% unsecured note totaling $25,003 to a related party.

On February 25, 2009, the Company received a short-term, non-interest bearing operating advance from a related party in the amount of $25,000. A portion of this related-party advance was repaid on March 30, 2009. As of June 30, 2009 the outstanding balance on the short-term, related party operating advance is $5,000 and is recorded as a related party advance on the accompanying balance sheet.

On April 14, 2009, the Company issued a six-month, 6% unsecured note totaling $25,000 to a related party.

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE 3. NOTES PAYABLE (Continued)

On April 28, 2009, the Company issued a six-month, 6% unsecured note totaling $20,000 to a related party.

On June 25, 2009, the Company issued a six-month, 6% unsecured note totaling $25,000 to a related party.

Future maturities of notes payable at June 30, 2009 are as follows:


December 31, 2009	$	2,386,003
December 31, 2010		450,500


Total	$	2,836,503

NOTE 4. SHAREHOLDERS’ DEFICIT

During the six months ended June 30, 2009, in conjunction with $50,000 in gross proceeds from issuance of notes payable (the “New Notes”), the Company issued 50,000 shares of common stock to the participating investors (see Note 3 for additional information).

Effective February 1, 2009 the Company made an offer to the holders of the New Notes, representing $300,000 in principal amount outstanding, to convert the New Notes to shares of the Company’s common stock at a rate of one share of common stock to be issued for each $0.10 in principal amount converted for a total of up to 3,000,000 shares of common stock to be issued (the “Offer”). On February 1, 2009, the date of the Offer, the holders of the New Notes, twelve note holders in total, owned 59.5% of the outstanding common stock of the Company. As of March 4, 2009, the Company had received signed consents from the twelve New Note holders consenting to the conversion offer representing the entire $300,000 in principal amount outstanding and waiving the accrued interest on the New Notes, through the conversion dates that totaled $5,600. The Company accounted for this conversion of New Notes into 3,000,000 shares of common stock as a capital contribution by the twelve note holders, who owned 59.5% of the outstanding common stock of the Company on the Offer date, February 1, 2009 and who owned 72.1% of the outstanding common stock of the Company on March 31, 2009 (see Note 3 for additional information). The net carrying amount of the debt plus accrued interest on the date of conversion totaled $278,969 and approximated the fair value of the 3,000,000 shares issued in conversion of the New Notes, based on the closing market price of the stock issued on the date of conversion.

Effective February 1, 2009 the Company commenced a $400,000 fund raise (the “Fund Raise”) to provide the Company with additional working capital through an offering of its common stock to qualified investors, at a price of $0.10 per share for up to 4,000,000 shares of common stock to be issued if the entire $400,000 in funds is raised. From February 1, 2009 through June 30, 2009, the Company raised a total of $307,426 in funds from its Fund Raise and the Company issued 3,074,264 shares of common stock to the participating investors. Of the 3,074,264 shares issued in the Fund Raise, 2,849,264 shares were issued to investors who owned shares of common stock of the Company prior to the Fund Raise and 225,000 shares were issued to two investors who were not owners of common stock of the Company prior to the Fund Raise.

NOTE 5. ACCRUED PAYROLL TAXES

At June 30, 2009, the Company owes $139,789 in accrued payroll taxes and $62,357 in related penalties and interest, the majority of which related to taxes owed from calendar year 2005. These amounts are classified as follows on the accompanying balance sheet:


	Current		Non-Current		Total


Accrued payroll taxes	$	86,225	$	53,564	$	139,789
Penalties and interest		37,458		24,899		62,357


Total	$	123,683	$	78,463	$	202,146

The Company received a Notice of Federal Tax Lien by the Internal Revenue Service (IRS) dated May 24, 2006 (“Lien”). The Lien was filed with the Secretary of State in Texas. The Lien is in favor of the United States on all property and rights to property belonging to the Company for the amount of these taxes, and additional penalties, interest, and costs that may accrue. The Lien will remain in place until such time that the Company pays its obligations in full to the IRS. On March 1, 2007 the Company commenced an IRS-approved five year monthly payment plan to pay a majority of the delinquent payroll taxes and related interest and penalties with a remaining balance of $98,324 at June 30, 2009. The Company will make monthly payments of $5,000 over the course of the five year plan.

SECURECARE TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE 5. ACCRUED PAYROLL TAXES (Continued)

On March 27, 2009 the Company received an “Inquiry Regarding Records” from the Employment Development Department of the State of California (“EDD”) related to information requested for the EDD to commence an audit of the Company’s payroll history in the State of California from July 1, 2003 through March 31, 2009. The EDD audit was completed and the Company received a Proposed Notice of Assessment on April 8, 2009 in the amount of $65,537, including $50,929 for withholding taxes, unemployment insurance, employment training taxes and disability insurance and $14,608 in additional penalties and interest due to the state of California related to payroll periods from July 1, 2003 through March 31, 2009. In accordance with the Proposed Notice of Assessment, the Company accrued an additional $6,907 in penalties and interest at March 31, 2009. The Company accrued an additional $8,464 in penalties and interest assessed by the EDD during the second quarter of 2009. In May of 2009, the Company commenced a twenty four month installment payment agreement for the total amounts owed, in which the Company paid $7,000 in May of 2009 and commenced with monthly payments of $2,600 in June of 2009. The Company will continue to pay $2,600 per month until the balance is paid in full. The EDD has informed the Company that upon approval of the installment agreement a State Tax Lien will be filed for the outstanding liabilities. As of the date of this filing, the State Tax Lien has not been filed. At June 30, 2009, the Company has accrued a total of $64,401 for amounts owed to the EDD.

During the second quarter of 2009, the Company accrued $11,649 in additional social security taxes owed for years 2001 through 2008, the majority of which is related to years 2007 and 2008, resulting from an incorrect value in the wage withholding amount field in the Company’s payroll system. An additional $2,493 was accrued for estimated penalties and interest to be assessed on the social security taxes owed.

At June 30, 2009 the Company’s accrued payroll taxes on its current payroll total $8,149. In addition, the Company has accrued $5,540 in estimated payroll taxes on its accrued payroll liability at June 30, 2009.

At June 30, 2009 the Company has $11,590 in accrued payroll taxes owed to the states of Louisiana and New York of $9,434 and $2,156, respectively. The Company is working with the State of Louisiana to determine what amount, if any, of this accrued liability is actually owed. As of the date of this filing a final determination has not been made. The Company, through its monthly payment plan with the State of New York, of $1,000 per month, expects to have this liability paid in full by September of 2009.

NOTE 6. SUBSEQUENT EVENTS

From July 1, 2009 through August 3, 2009 the Company raised an additional $34,000 in funds from its Fund Raise and the Company issued an additional 340,000 shares of common stock to the participating eight investors, all of whom, except one, previously owned shares of common stock of the Company. As of August 3, 2009 the Company has a total of 8,780,712 shares of common stock issued and outstanding.

ITEM 2. MANGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking” statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information relating to the Company that is based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Company or Company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein and in other filings made by the company with the Securities and Exchange Commission. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not intend to update these forward-looking statements.

OVERVIEW

SecureCare Technologies, Inc. (the “Company”) provides Internet-based document exchange and e-signature solutions for the healthcare industry.

The Company markets its services to customers throughout the United States; currently operating from its Austin, Texas-based corporate headquarters.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

The discussion and analysis of our financial condition and results of operations are based on our unaudited financial statements, which have been prepared according to U.S. generally accepted accounting principles. In preparing these financial statements, we are required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We evaluate these estimates on an on-going basis. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We consider the following accounting policies to be the most important to the portrayal of our financial condition and that require the most subjective judgment.

REVENUE RECOGNITION

SOFTWARE AND SOFTWARE DEVELOPMENT COSTS

The Company capitalizes costs related to computer software developed or obtained for internal use in accordance with the American Institute of Certified Public Accountants Statement of Position (SOP) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” and is depreciated using the straight-line method over the estimated useful life of the software, generally two years. SOP 98-1 provides guidance on determining whether computer software is internal-use software and guidance on accounting for proceeds of computer software originally developed or obtained for internal use and then subsequently sold to the public. It also provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use.

LONG-LIVED ASSETS

STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment”, (“SFAS No. 123R”). SFAS No.123R requires that all share-based payments to employees, including the grant of employee stock options, be recognized in the income statement based on their fair values less estimated forfeitures. Compensation cost is recognized over the award’s requisite service period (which is generally the vesting term). The Company grants newly issued shares of common stock upon exercise of stock options.

RESULTS OF OPERATIONS

Three months ended June 30, 2009 compared to three months ended June 30, 2008:

Revenues for the three months ended June 30, 2009 were $72,324 compared to $39,064 for the three months ended June 30, 2008. This 85% increase in sales is primarily attributed to revenue from the Company’s new flagship product, Sfax™. The Company launched Sfax, with its initial functionality in October of 2007. The Company completed significant functionality upgrades in February of 2008 with the addition of the Digital Signature and annotation features. In March of 2008 the Company completed development of its web service integration tools to provide its channel partners, health care information technology (HIT) companies and software vendors, with a simple, rapid and cost-effective method of integrating Sfax into any application architecture.

Costs of revenues were $35,893 for the three months ended June 30, 2009 compared to $30,621 for the three months ended June 30, 2008. This 17% increase is primarily attributable to Telco infrastructure and related costs associated with growth in the Company’s Sfax product of $6,800 partially offset by lower hardware support fees of approximately $1,500.

Selling, general and administrative expenses were $295,243 for the three months ended June 30, 2009 compared to $356,800 for the three months ended June 30, 2008. This 17% decrease in expense was primarily attributable to a series of cost reduction actions the Company instituted in mid-2008 that focused on conserving its available cash without sacrificing its revenue growth-related investments. People and people-related expenses decreased approximately $57,454 primarily due to lower salaries and wages of $59,000, lower employee medical insurance costs of $7,500 and lower travel and entertainment costs of $2,300 all resulting from fewer employees in 2009. Partially offsetting these were increased employment-related tax expense of $10,300, resulting from an accrual in 2009 for additional social security taxes owed primarily for years 2007 and 2008. Investor and public relations expenses decreased $26,000 in 2009 as a result of the Company terminating these services in mid-2008. Audit and taxation services expenses decreased $8,000 in 2009 due to a reduction in the amount of required taxation services. All other corporate G&A expenses were $1,500 lower. Professional fees, including legal, accounting and financial consulting increased $14,200 in 2009 primarily due to higher costs resulting from an increase in the services provided by the Company’s corporate securities counsel related to various SEC filings and other corporate matters. Stock compensation expense was $13,700 higher resulting from the vesting of stock options issued in July of 2008. Penalties and interest on sales taxes were $3,600 higher in 2009 due to a non-recurring credit of $3,500 in the second quarter of 2008 resulting from the refund of a previously required cash payment bond.

Other income was $10,658 for the three months ended June 30, 2009 compared to $244 for the three months ended June 30, 2008. In 2009, the Company had a non-recurring credit of $10,658 for statutory accounts payable adjustments that were made in accordance with the four year statute of limitations allowed for under the state of Texas Civil Practices and Remedies Code (Section 16.004 (a)(3)).

Interest expense for the three months ended June 30, 2009 was $89,535 compared to $257,017 for the same period in 2008. Debt discount amortization in 2009 was $190,454 lower than 2008 as the majority of the debt discount associated with the issuance of notes payable from December 2006 through December 2008 has been amortized, in accordance with the life of the notes. The issuance of notes payable in 2008 and 2009 coupled with an increase in the stated interest rate on certain portions of the Company’s outstanding debt contributed to an increase in interest expense in 2009 of $23,141 (see Note 3 for additional information).

Six months ended June 30, 2009 compared to six months ended June 30, 2008:

Revenues for the six months ended June 30, 2009 were $135,374 compared to $75,819 for the six months ended June 30, 2008. This 79% increase in sales is primarily attributed to revenue from the Company’s new flagship product, Sfax™. The Company launched Sfax, with its initial functionality in October of 2007. The Company completed significant functionality upgrades in February of 2008 with the addition of the Digital Signature and annotation features. In March of 2008 the Company completed development of its web service integration tools to provide its channel partners, health care information technology (HIT) companies and software vendors, with a simple, rapid and cost-effective method of integrating Sfax into any application architecture.

Costs of revenues were $67,669 for the six months ended June 30, 2009 compared to $55,210 for the six months ended June 30, 2008. This 23% increase is primarily attributable to Telco infrastructure and related costs associated with growth in the Company’s Sfax product of $17,700 partially offset by lower hardware support fees of approximately $2,900 and lower contract developer costs of $2,000.

RESULTS OF OPERATIONS (Continued)

Selling, general and administrative expenses were $604,143 for the six months ended June 30, 2009 compared to $854,831 for the six months ended June 30, 2008. This 29% decrease in expense was primarily attributable to a series of cost reduction actions the Company instituted in mid-2008 that focused on conserving its available cash without sacrificing its revenue growth-related investments. People and people-related expenses decreased approximately $177,600 primarily due to lower salaries and wages of $97,000, lower employee medical insurance costs of $11,300 and lower travel and entertainment expenses of $20,300 resulting from fewer employees in 2009. Human resource consulting fees were $26,000 lower in 2009 due to placement fees paid in 2008 for new employees hired. Penalties and interest on employment taxes owed were $23,000 lower in 2009 due to expense accruals made in 2008. Investor and public relations expenses decreased $46,500 in 2009 as a result of the Company terminating these services in mid-2008. Audit and taxation services expenses decreased $24,000 due to a reduction in the amount of required taxation services and lower costs in 2009 associated with the audit firm’s initial review in 2008 of the SOX 404 internal control compliance documentation. Occupancy costs were $13,400 lower in 2009 resulting from lower property taxes paid after the Company was successful in getting the assessed value of the Company’s property tax base lowered by the property tax authorities. SOX compliance consulting services were $5,100 lower in 2009 due to the non-recurring SOX 404 internal control compliance documentation and related costs incurred in the first quarter of 2008. All other corporate general and administrative expenses were $17,400 lower in 2009. Partially offsetting these lower expenses were increased employment-related tax expense of $10,300, resulting from an accrual in 2009 for additional social security taxes owed primarily for years 2007 and 2008. Stock compensation expense was $15,526 higher in 2009 resulting from the vesting of stock options issued in July of 2008. Penalties and interest on sales taxes were $3,600 higher in 2009 due to a non-recurring credit of $3,500 in the second quarter of 2008 resulting from the refund of a previously required cash payment bond.

Other income was $10,658 for the six months ended June 30, 2009 compared to $10,805 for the six months ended June 30, 2008. In both periods, the Company had a non-recurring credit for statutory accounts payable adjustments that were made in accordance with the four year statute of limitations allowed for under the state of Texas Civil Practices and Remedies Code (Section 16.004 (a)(3)) totaling $10,658 in 2009 and $10,400 in 2008.

Interest expense for the six months ended June 30, 2009 was $184,175 compared to $459,163 for the same period in 2008. Debt discount amortization in 2009 was $328,750 lower than 2008 as the majority of the debt discount associated with the issuance of notes payable from December 2006 through December 2008 has been amortized, in accordance with the life of the notes. The issuance of notes payable in 2008 and in 2009 coupled with an increase in the stated interest rate on certain portions of the Company’s outstanding debt contributed to an increase in interest expense in 2009 of $54,619 (see Note 3 for additional information).

LIQUIDITY AND CAPITAL RESOURCES

Net cash flows used in operating activities for the six-month period ended June 30, 2009 totaled $475,378. Net cash flows used in operating activities for the six-month period ended June 30, 2008 was $877,302. The decrease was primarily attributable to a series of cost reduction actions the Company instituted in mid-2008 that focused on conserving its available cash without sacrificing its revenue growth-related investments, coupled with the favorable effect of an increase in accrued liabilities.

Cash flows used in investing activities totaled $10,449 and $6,987 for the six months ended June 30, 2009 and 2008, respectively, and consisted entirely of capitalized expenditures.

Net cash provided by financing activities was $457,429 for the six months ended June 30,2009 and consisted of proceeds from the issuance of notes payable, proceeds from a related-party advance and proceeds from the sale of the Company’s common stock, partially offset by a partial repayment of the related-party advance. Net cash provided by financing activities was $952,294 for the six months ended June 30, 2008 and consisted entirely of proceeds from the issuance of notes payable partially offset by repayment of a note payable.

The Company has limited cash resources and intends to raise additional capital through the issuance of debt or equity in order to sustain operations. The Company believes the additional capital will allow it to continue its marketing efforts in its core products and develop and add new functional enhancements to the browser-based versions of its products. The availability of cash through such resources is not assured and if the Company is not able to raise enough cash, the Company might be forced to limit its operations and marketing activities, or ultimately cease operations.

LIQUIDITY AND CAPITAL RESOURCES (Continued)

The financial statements have been prepared on the assumption that the Company will continue as a going concern. The Company sustained a net loss of $709,955 for the six months ended June 30, 2009. The Company has accumulated losses through June 30, 2009 of $41,068,066 (including a non-recurring loss on early extinguishment of debt totaling $19,030,648 incurred in the fourth quarter of 2006). Cash used in operating activities for the period ended June 30, 2009 aggregated $475,378. Total liabilities at June 30, 2009 of $3,607,027 significantly exceed total assets of $103,525. The Company is unable to meet all of its short-term obligations because of shortages of cash. The Company’s continued existence depends upon the success of management’s efforts to raise additional capital necessary to meet the Company’s obligations as they come due, and to obtain sufficient capital to execute its business plan. The Company intends to obtain capital primarily through issuances of debt or equity. There can be no degree of assurance that the Company will be successful in completing additional financing transactions. Failure to generate additional revenues, raise additional capital or manage discretionary spending could have a material adverse effect on the Company’s ability to continue as a going concern and to achieve its intended business objectives. The accompanying unaudited financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or classification of liabilities which may result from the inability of the Company to continue as a going concern.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From October 1, 2008 through January 31, 2009 the Company issued $200,000 in 8% notes payable initially due December 31, 2009 and these notes had attached shares of the Company’s common stock totaling 200,000 shares in accordance with the terms and conditions of the New Notes to parties classified as related parties at June 30, 2009 (see Note 3 for additional information related to the New Notes).

Effective February 1, 2009 the Company made an offer to the holders of the New Notes, representing a total of $300,000 in principal amount outstanding, including $200,000 to related parties, to convert the New Notes to shares of the Company’s common stock at a rate of one share of common stock to be issued for each $0.10 in principal amount converted for a total of up to 3,000,000 shares of common stock to be issued, including 2,000,000 to be issued to the related parties (the “Offer”). On February 1, 2009, the date of the Offer, the holders of the New Notes, twelve note holders in total, of whom six were classified as related parties (on February 1, 2009), owned 59.5% of the outstanding common stock of the Company. As of March 4, 2009, the Company had received signed consents from the twelve New Note holders consenting to the conversion offer representing the entire $300,000 in principal amount outstanding (including $200,000 to related parties). The Company accounted for this conversion of New Notes into 3,000,000 shares of common stock (2,000,000 shares issued to related parties) as a capital contribution by the twelve note holders, who owned 59.5% of the outstanding common stock of the Company on the Offer date, February 1, 2009 and who owned 72.1% of the outstanding common stock of the Company on March 31, 2009.

At June 30, 2009, the Company has outstanding $1,066,323 in related party notes payable, including $95,000 payable to Joseph Larter, Director, and $293,510 payable to entities in which Joseph Larter, Director, exercises a direct control.

A total of $262,000 of these related party notes payable were initially issued as two year, 6% convertible bridge notes (convertible to common stock at a rate of $2.50 per share for a total of up to 104,800 shares to be issued), for which the Company issued 104,800 warrants to purchase common stock at $5.00 per share. These related party notes initially began maturing in December of 2008 through May of 2009. On August 6, 2008, the Board of Directors approved a Note Extension Terms and Conditions Offer (the “Offer”), to the note holders who have invested in this financing, totaling $638,000 in principal amount ($262,000 to related parties) between December 2006 and May 2007 (the “Notes”). The Notes and the related accrued interest originally matured between December 2008 and May 2009; however, the Offer included a one-year extension of the maturity date of the Notes. In exchange for agreeing to the one-year extension the Note holders were offered an increased interest rate from 6% to 7.5% during the extension period, a re-pricing of the stock purchase warrants sold in connection with the Notes from $5.00 per share to $2.50 per share, and the Offer granted the Note holders the right, exercisable at their sole discretion, to receive common stock at a price of $1.50 per share in lieu of accrued interest at the extended maturity date (representing a total of up to 26,380 related party shares of common stock to be issued). As of September 30, 2008 the Company had received written consents to the Offer from Note holders representing the entire $638,000 in principal amount ($262,000 to related parties) of notes outstanding.

A total of $634,320 of these related party notes payable are 6% notes payable initially due December 31, 2008 with principal and interest payable at maturity and these notes had attached shares of the Company’s common stock totaling 253,728 shares in accordance with the terms and conditions of the notes. In November of 2008, the Company notified the related party holders of the $634,320 in principal amount of the 6% notes payable, initially due December 31, 2008, that it was exercising its option to extend the maturity date one year to December 31, 2009. Effective January 1, 2009, the interest rate on these notes increased to 9% per annum.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)

At June 30, 2009 the Company has outstanding a $75,000 six month 6% unsecured note payable to a related party. Principal and accrued interest on this note, totaling $79,833 at June 30, 2009, was initially due December 3, 2008. At December 31, 2008 the Company was in default on the note. The holder of the note waived the Company’s non-compliance with the terms of the note as of June 30, 2009.

At June 30, 2009 the Company has outstanding a $25,003 six month 6% unsecured note payable to a related party. Principal and interest on this note is due August 17, 2009.

At June 30, 2009 the Company has outstanding a $25,000 six month 6% unsecured note payable to a related party. Principal and interest on this note is due October 14, 2009.

At June 30, 2009 the Company has outstanding a $20,000 six month 6% unsecured note payable to a related party. Principal and interest on this note is due October 28, 2009.

At June 30, 2009 the Company has outstanding a $25,000 six month 6% unsecured note payable to a related party. Principal and interest on this note is due December 25, 2009.

At June 30, 2009, the Company has $107,593 in accrued interest due on the notes payable to related parties.

Effective February 1, 2009 the Company commenced a $400,000 fund raise to provide the Company with additional working capital through an offering of its common stock to qualified investors, at a price of $0.10 per share for up to 4,000,000 shares of common stock to be issued if the entire $400,000 in funds is raised. From February 1, 2009 through June 30, 2009, the Company raised a total of $307,426 in funds from its Fund Raise, including $79,997 from parties classified as related parties at June 30, 2009 and the Company issued 3,074,624 shares of common stock to the participating investors, including 799,970 shares issued to related parties. Of the 3,074,624 shares issued in the Fund Raise, 2,849,264 shares were issued to investors who owned shares of common stock of the Company prior to the Fund Raise and 225,000 shares were issued to two investors who were not owners of common stock of the Company prior to the Fund Raise.

ITEM 4. CONTROLS AND PRODCECURES

(a) Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of June 30, 2009, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Financial Officer, who as of June 5, 2009 is also serving as our Interim Principal Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Financial Officer who is also serving as our Interim Principal Executive Officer concluded that our disclosure controls and procedures are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period.

(b) Changes in Internal Controls
On June 8, 2009 the Company filed a current report on Form 8-K, dated June 5, 2009, that it had terminated its Chief Executive Officer, who was also a member of the Board of Directors. Concurrent with the termination, the Chief Executive Officer immediately resigned as a member of the Board of Directors. Upon termination of its Chief Executive Officer, the Board of Directors immediately appointed its Chief Financial Officer to serve in the additional capacity of interim Chief Executive Officer. We believe that the termination of our Chief Executive Officer and the resulting appointment of our Chief Financial Officer as our interim Chief Executive Officer resulted in no material changes in internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We continue to rely on the members of the Board of Directors to provide assurance that our entity-level controls remain effective and we believe that in light of the departure of our Chief Executive Officer our process-level controls remain effective.

PART II
OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

a) EXHIBITS

4.1 Form of 8% Promissory Note, initially due December 31, 2009 (1)

4.2 Bridge Financing Form of Subscription Agreement Effective October 1, 2008 (1)

4.3 Form of Subscription Agreement for Exchange Offer (2)

4.4 Form of Subscription Agreement for Stock Offer (2)

4.5 Form of Revised Subscription Agreement for Stock Offer (3)

4.6* Form of Revised Subscription Agreement for Stock Offer (2^nd Revision)

4.7* Form of 6%, 6 Month Promissory Note issued April 14, 2009

4.8* Form of 6%, 6 Month Promissory Note issued April 28, 2009

4.9* Form of 6%, 6 Month Promissory Note issued June 25, 2009

31.1* Certifications of the Interim Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1* Certifications of the Interim Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Item 6. Exhibits and Reports on Form 8-K (Continued)

(1) Incorporated by reference to the Company’s Annual Report 10-K for the year-ended December 31, 2008.

(2) Incorporated by reference to the Company’s Form 8-K dated February 17, 2009 and filed with the Commission on February 23, 2009

(3) Incorporated by reference to the Company’s Form 8-K dated April 30, 2009 and filed with the Commission on May 4, 2009

* Filed herewith

b) REPORTS ON FORM 8-K

On July 22, 2009 the Company filed a Form 8-K/A, dated July 3, 2009 amending its previously filed Form 8-K, originally filed on July 8, 2009, dated July 3, 2009 reporting under Item 4.01 “Changes in Registrants Certifying Accountant” that it had appointed a new independent registered public accounting firm.

On July 8, 2009 the Company filed a Form 8-K, dated July 3, 2009 reporting under Item 4.01 “Changes in Registrants Certifying Accountant” that it had appointed a new independent registered public accounting firm.

On June 18, 2009 the Company filed a Form 8-K, dated June 17, 2009 reporting under Item 3.02 “Unregistered Sales of Equity Securities” that the Company had sold an aggregate of more than 5% of its previously reported issued and outstanding shares of common stock

On June 8, 2009 the Company filed a Form 8-K, dated June 5, 2009 reporting under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” that it had terminated the appointment of its President and CEO and that concurrent with the termination, the President and CEO resigned from the Company’s Board of Directors.

On June 5, 2009 the Company filed a Form 8-K, dated June 4, 2009 reporting under Item 4.01 “Changes in Registrants Certifying Accountant” that its audit firm had resigned as its independent registered public accounting firm.

On May 19, 2009 the Company filed a Form 8-K, dated May 14, 2009 reporting under Item 3.02 “Unregistered Sales of Equity Securities” that the Company had sold an aggregate of more than 5% of its previously reported issued and outstanding shares of common stock

On May 4, 2009 the Company filed a Form 8-K, dated April 30, 2009 reporting under Item 3.02 “Unregistered Sales of Equity Securities” that the Company had sold an aggregate of more than 5% of its previously reported issued and outstanding shares of common stock

On April 2, 2009 the Company filed a Form 8-K, dated March 30, 2009 reporting under Item 3.02 “Unregistered Sales of Equity Securities” that the Company had sold an aggregate of more than 5% of its previously reported issued and outstanding shares of common stock

SIGNATURES

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


		SECURECARE TECHNOLOGIES, INC.

	By:	/S/ NEIL BURLEY

		NEIL BURLEY
		Interim Chief Executive Officer (Interim
		Principal Executive Officer) and Chief Financial
		Officer (Principal Financial and Accounting Officer)

Date: August 14, 2009

Exhibit 4.6

THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

SUBSCRIPTION AGREEMENT – SALE OF COMMON STOCK


	July 1, 2009
SecureCare Technologies, Inc.
1617 W. 6^th Street
Suite C
Austin, Texas 78703

Attention: Neil Burley, Chief Financial Officer

Re: Sale of Common Stock

Gentlemen:

Effective February 1, 2009, SecureCARE Technologies, Inc., a Nevada corporation (hereinafter referred to as “SCUC” or the “Company”) is offering to a limited number of investors (“Investors”), who are accredited investors, as hereinafter defined, an aggregate of up to Four Million (4,000,000) shares of its Common Stock for sale on a best effort basis at a price of $0.10 per share , par value $.001 per share (the “Common Stock” or “shares”).

The Company intends to offer the sale of its Common Stock (the “Offering”) from time to time through April 30, 2009 (and as re-extended by the Company’s Board of Directors, through July 31, 2009) with no minimum sales required, and may determine to withdraw, limit or extend the offering at any time. SCUC has furnished the undersigned with the information set forth in the Subscription Agreement and in Section 2(a) below.

The Company will concurrently offer an aggregate of up to Three Million (3,000,000) shares in an offer to the holders of an aggregate of $300,000 in principal amount outstanding of 8% unsecured promissory notes issued between October 1, 2008 and January 31, 2009 to exchange the notes for the Company’s Common Stock at a rate of one share of Common Stock for each $0.10 of Note surrendered by the Holder (the “Exchange Offer”). The Exchange Offer will expire on February 23, 2009. There is no minimum number of Notes that must be exchanged.

The Board of Directors has indicated that upon completion of the Offering of its Common Stock, it will adjust (the “Adjustment”) the Management, Employee and Board of Director Stock Options that have been granted by granting additional options so that the outstanding options represent the right to purchase an aggregate of 28% of the issued and outstanding shares of the Company on a fully diluted basis. As of February 1, 2009, Management, Employee and Board of Director Stock Options outstanding represent the right to purchase an aggregate of 28% of the issued and outstanding shares of the Company on a fully diluted basis. Accordingly, the Adjustment will result in a dilution of up to 28% of the shares outstanding upon completion of the Offering .

1. Subscription. Subject to the terms and conditions of this Subscription Agreement - Sale of Common Stock, the undersigned hereby tenders this subscription and check, or other appropriate form of payment, set forth at the foot of this agreement to acquire the shares of Common Stock set forth at the foot of this agreement. Upon the acceptance and payment of the purchase price, certificates for Common Stock shares shall be issued to the Investors. Acceptance shall take place within thirty (30) business days after receipt of the signed Subscription Agreement and receipt of a check or other cleared funds for the purchase price. The sale hereby is not conditioned upon receipt of a minimum amount of proceeds.

(a) Wiring of funds to the Company for the subscribed purchase price. When the investor desires to wire purchase funds directly to the Company, the following bank wiring information is to be used:


	Comerica Bank, Tarrytown Office
	2414 Exposition Boulevard
	Suite D110
	Austin, Texas 78703
	Contact: Mark Ruether (512)472-8216
	Account Name: SecureCare Technologies, Inc.
	Routing Number: 111000753
	Account Number: 1880981111
	SWIFT Code: MNBDUS33

2. Acknowledgments. The undersigned acknowledges that the undersigned has had the opportunity to review the following documents and has made such review as the undersigned has deemed appropriate:

All documents filed by the Company with the Securities and Exchange Commission of the United States of America and is particularly aware of the Company’s current cash needs, the risk factors set forth in its Form 10-KSB for the year ended December 31, 2007, the Company’s history of bankruptcy and that an investment in the Company is an extremely high risk investment. The undersigned further acknowledges that unless the Company sells a majority of the Common Stock , its chances for success will be further reduced to a significant extent. The undersigned is aware that the Company has previously raised funds from investors believing that it would not require further private investment to become a viable operating company and has been mistaken in this belief.

3. Investment Representations.

(a) Investment Intent. The undersigned represents that the undersigned is acquiring the Shares pursuant to the Offer for investment only and not with a view to, or for sale in connection with, any distribution thereof nor with any present intention to sell such Shares, except in compliance with the Act. The Company has no obligation to register the Shares under the Act and does not intend to do so. For several years there has been an extremely limited trading market for the Shares and no active market may ever develop. The certificates for the Shares will bear the following legend or a legend similar thereto:

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred, pledged, hypothecated, or otherwise disposed of in the absence of (i) an effective registration statement for such securities under such act or (ii) an opinion of company counsel that such registration is not required.

(b) Transfer Limited. The undersigned further acknowledges that the Shares to be purchased hereby will have been issued pursuant to an exemption from registration under the Act and the rules and regulations promulgated thereunder and agrees not to sell or otherwise transfer or dispose of the Shares in any transaction which, in the reasonable opinion of the Company’s counsel, would be in violation of the Act. For the purpose of determining the Holder’s holding period for the shares, the date of this agreement shall be deemed the date the Holder acquired the Shares and such shares will not be salable for at least six months thereafter absent a registration under the Act.

(c) Experience. The undersigned represents and warrants that the undersigned has such knowledge and experience in financial and business matters that the Holder is and will be capable of evaluating the risks and merits of an investment in the Shares to be acquired hereby and that the Purchaser is able to bear the economic risks, including total loss, of investing in the Shares.

(d) No Filing. The undersigned understands that no federal or state agency has passed upon the Shares or made any findings or determination as to the fairness of this investment.

4. Information with Respect to the Undersigned. The undersigned represents the following information is true and correct:


Name of Holder:	(1) ____________________________
	(Print Name)
	(2) ____________________________
	(Print Name)
Mailing Address:	_______________________________
	(Name of Addressee)
	_______________________________
	(Number and Street)
	_____________ _________ ____________
	City State Zip Code


Facsimile No (Optional): _______________________

Social Security and/or
taxpayer identification
number(s):	(1) _____________________
	(2) _____________________
Ownership Form (check one):

	___ Individual

	___ Joint Tenancy

	___ Community property

	___ Tenancy-in-common

5. Copies of Notices. Copies of all notices or other communications to be given or made hereunder will be transmitted to purchaser at its above mailing address.

6. Accredited Investor. The undersigned represent(s) and warrant(s) that I am (we are) “accredited investor(s)” as that term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Act as set forth below. (Initial the appropriate category of accredited investor that each person satisfies and, in the case of joint or partnership ownership, indicate which person the initialed category is applicable to):

_______

(1) Such investor is a natural person who had individual income (excluding income of such investor’s spouse) in excess of $200,000 in each of 2007 and 2008 or joint income with such investor’s spouse in excess of $300,000 in each of those years and reasonably expects to reach the same income level in 2009 (for purposes hereof, individual income being defined as adjusted gross income, without taking into account: (a) any deductions for long-term capital gains under § 1202 of the Internal Revenue Code of 1986, as presently amended (the “Code”); (b) any depletion deductions under Code § 611 et seq.; (c) any exclusion for interest under Code § 103; or (d) any partnership losses allocated to such Investor as reported on Schedule E of his Form 1040 or any successor form);


_______	(2) Such investor is a natural person whose net worth at the time of purchase, either individually or jointly with such Investor’s spouse, exceeds $1,000,000 (including such investor’s home, home furnishings and automobiles);

_______	(3) Such investor is a trust, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act;

_______	(4) Such investor is a corporation, partnership, trust or other entity in which all of the equity owners are Accredited Investors; or

_______	(5) Other (details below):

7. Tax Consequences. No effort has been made to provide any advice as to the federal, state or local income tax consequences of my investment in the Notes and Shares. I have been advised to seek my own independent advice as to the tax consequences of an investment in the Notes and Shares.

8. Survival and Indemnification. The undersigned agree(s) that the representations contained herein shall survive the purchase of the Notes and Shares and that he (they) will indemnify and hold harmless SCUI from and against loss, damage or liability arising from a claim of or action instituted by a third party including any governmental or regulatory body investigation, or proceeding arising from a breach of any representation or material misrepresentation of the undersigned contained herein. The indemnities provided herein shall not be deemed exclusive remedies but are in addition to all other rights and remedies available to either or both of the parties pursuant to this Agreement.

9. Miscellaneous.

In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges shall be enforceable to the fullest extent permitted by law.

This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. This Agreement may only be modified in writing signed by the undersigned and the Company.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Texas applicable to agreements made and to be performed entirely within such State.

IN WITNESS WHEREOF, the undersigned have executed this Subscription Agreement – Sale of Common Stock as of the day and year first above written.

(1) _____________________________

(2) _____________________________

Amount Subscribed for:

$__________________________ , totaling _____________shares of Common Stock (Par Value $0.001)

The foregoing subscription is hereby accepted by SecureCare Technologies, Inc., as of the ___ day of ______________ , 2009.


	SecureCare Technologies, Inc.
	(a Nevada Corporation)

	By:

		Neil Burley, Chief Financial Officer

Exhibit 4.7

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE

6% PROMISSORY NOTE


$25,000	April 14, 2009
	Austin, Texas

FOR VALUE RECEIVED, SecureCARE Technologies, Inc., a Nevada corporation, whose address is 1617 W. 6^th Street, Suite C, Austin, TX 78703 (herein after the “Maker” or the “Company”) promises to pay to the order of XXXXX in lawful money of the United States of America, the principal amount of Twenty Five Thousand Dollars ($25,000) together with interest at the rate of six percent (6%) per year six months from the date of this note.

The Company shall use the proceeds of this note for working capital and general corporate purposes.

In the event of default in any payment due under this promissory note, which remains unpaid for a period of ten days or more, the principal and accrued interest amount shall immediately become due and payable without any further demand or request.

If any payment of principal or interest on this Note becomes due and payable on a Saturday, Sunday or public holiday under the laws of the State of Texas, the due date hereof shall be extended to the next succeeding full business day. All payments received by the holder shall be applied first to the payment of accrued interest and then to principal.

This Note together with the interest thereon may be prepaid in whole or in part at any time, but each prepayment shall be in whole number multiples of $1,000 or such lesser amount as may then remain outstanding on this Note. All prepayments shall be applied to first to accrued interest and thereafter to principal.

In the event that this Note shall be placed in the hands of an attorney for collection by reason of any default hereunder, the undersigned agrees to pay reasonable attorney’s fees and disbursements and other reasonable expenses incurred by the payee in connection with the collection of this Note.

The rights, powers and remedies given to the payee under this Note shall be in addition to all rights, powers and remedies given to it by virtue of any statute or rule of law.

Any forbearance, failure or delay by the payee in exercising any right, power or remedy under this Note or otherwise available to the payee shall not be deemed to be a waiver of such right, power or remedy, nor shall any single or partial exercise of any right, power or remedy preclude the further exercise thereof.

No modification or waiver of any provision of this Note shall be effective unless it shall be in writing and signed by the payee, and any such modification or waiver shall apply only in the specific instance for which given.

This Note and the rights and obligations of the parties hereto, shall be governed, construed and interpreted according to the laws of the State of Texas wherein it was negotiated and executed, and the undersigned consents and agrees that the State and Federal Courts which sit in the State of Texas and the County of Travis shall have exclusive jurisdiction of all controversies and disputes arising hereunder.

The undersigned waives the right in any litigation with the payee to trial by jury.

The term “payee” as used herein shall be deemed to include the payee and its successors, endorsees and assigns.

The undersigned hereby jointly and severally waive presentment, demand for payment, protest, notice or protest and notice of non-payment hereof.

		SecureCARE Technologies, Inc.

	By:	/S/ Neil Burley

		Neil Burley, CFO

Exhibit 4.8

6% PROMISSORY NOTE


$20,000	April 28, 2009
	Austin, Texas

FOR VALUE RECEIVED, SecureCARE Technologies, Inc., a Nevada corporation, whose address is 1617 W. 6^th Street, Suite C, Austin, TX 78703 (herein after the “Maker” or the “Company”) promises to pay to the order of XXXXX in lawful money of the United States of America, the principal amount of Twenty Thousand Dollars ($20,000) together with interest at the rate of six percent (6%) per year six months from the date of this note.

The Company shall use the proceeds of this note for working capital and general corporate purposes.

The rights, powers and remedies given to the payee under this Note shall be in addition to all rights, powers and remedies given to it by virtue of any statute or rule of law.

The undersigned waives the right in any litigation with the payee to trial by jury.

The term “payee” as used herein shall be deemed to include the payee and its successors, endorsees and assigns.

The undersigned hereby jointly and severally waive presentment, demand for payment, protest, notice or protest and notice of non-payment hereof.


	SecureCARE Technologies, Inc.

	By:	/S/ Neil Burley

		Neil Burley, CFO

Exhibit 4.9

6% PROMISSORY NOTE


$25,000	June 25, 2009
	Austin, Texas

The Company shall use the proceeds of this note for working capital and general corporate purposes.

The rights, powers and remedies given to the payee under this Note shall be in addition to all rights, powers and remedies given to it by virtue of any statute or rule of law.

The undersigned waives the right in any litigation with the payee to trial by jury.

The term “payee” as used herein shall be deemed to include the payee and its successors, endorsees and assigns.

The undersigned hereby jointly and severally waive presentment, demand for payment, protest, notice or protest and notice of non-payment hereof.


	SecureCARE Technologies, Inc.

	By:	/S/ Neil Burley

		Neil Burley, CFO

Exhibit 31.1

CERTIFICATION PURSUANT

TO RULE 13a-14(a) OF THE EXCHANGE ACT

I, Neil Burley, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of SecureCare Technologies, Inc. (the “Registrant”);

2.	Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

3.	Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

	(c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and

	(c)	disclosed in this Quarterly Report any changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and


5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Dated: August 14, 2009	By: /s/ NEIL BURLEY

	Name:	Neil Burley
	Title:	Interim Chief Executive Officer (Interim Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 (AS ADOPTED
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of SecureCare Technologies, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Neil Burley, Interim Chief Executive Officer and Chief Financial Officer of the Company, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

IN WITNESS WHEREOF, the undersigned has executed this Certificate, effective as of August 14, 2009.


	/s/ Neil Burley

	Neil Burley
	Interim Chief Executive Officer (Interim Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to SecureCare Technologies, Inc. and will be retained by SecureCare Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.