8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) May 4, 2009

_____________________________________________


instaCare Corp.

(Exact name of registrant as specified in its charter)

_____________________________________________


Nevada

000-33187

91-2105842

(State of other jurisdiction of

(Commission

(IRS Employer

incorporation)

File Number)

Identification No.)


2660 Townsgate Road

 

Suite 300

 

Westlake Village, CA

    91361

(Address of principal executive offices)

    (Zip Code)


Registrant’s telephone number, including area code: (805) 446-1973


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 4.01. Changes in Registrant’s Certifying Accountant


On May 4, 2009, the Registrant dismissed Weaver & Martin, LLC as the Registrant’s independent auditor.  On May 5, 2009, the Registrant engaged Beckstead & Watts, LLP, as their independent accountants for the year ended December 31, 2008. This is a change in accountants recommended and approved by the Registrant’s Executive Management and the Registrant’s Board of Directors. During the most recent two fiscal years and the portion of time preceding the decision to engage Beckstead & Watts, LLP, neither the Registrant nor anyone engaged on its behalf has consulted with Beckstead & Watts, LLP regarding (i) either the application of accounting principals to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event.


The audit reports issued by Weaver & Martin, LLC with respect to the Registrant’s financial statements for the fiscal years ended December 31, 2007 and 2006 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Weaver & Martin, LLC’s report contained an explanatory paragraph regarding substantial doubt about the Registrant’s ability to continue as a going concern. From January of 2007 through the notice date, there were no disagreements between the Registrant and Weaver & Martin, LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Weaver & Martin, LLC would have caused it to make a reference to the subject matter of the disagreement in connection with its audit report.


The change in accountants does not result from any dissatisfaction with the quality of professional services rendered by Weaver & Martin, LLC, as the independent accountants of the Registrant.


Section 9 – Financial Statements and Exhibits


Item 9.01

Exhibits


EXHIBITS


Exhibit Number

Description

(16)

Letter from Weaver & Martin, LLC, dated May 8, 2009










2



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


instaCare Corp.


       

By: /s/ Keith Berman                         

       Keith Berman, CFO


Date: May 8, 2009




3