X0303 4 2010-04-01 0 0001429896 ACTIVECARE, INC. ACAR.OB 0001400704 HARBORVIEW MASTER FUND LP 850 THIRD AVENUE SUITE 1801 NEW YORK NY 10022 0 0 1 0 0001205074 ROSENBLUM RICHARD 19 HORIZON DRIVE WAYNE NJ 07470 0 0 1 0 0001320581 STEFANSKY DAVID 850 THIRD AVENUE SUITE 1801 NEW YORK NY 10022 0 0 1 0 0001508235 Corbran LLC 19 HORIZON DRIVE WAYNE NJ 07470 0 0 1 0 0001492019 Harborview Advisors, LLC 850 THIRD AVENUE, SUITE 1801 NEW YORK NY 10022 0 0 1 0 Common Stock 980000 I See Footnotes Common Stock 2010-04-01 4 P 0 22357 0.55 A 667357 D Common Stock 2010-04-13 4 P 0 1000 1.47 A 668357 D Common Stock 2010-04-23 4 P 0 5215 1.96 A 673572 D Common Stock 2010-05-05 4 P 0 132 1.71 A 673704 D Common Stock 2010-05-06 4 P 0 5040 1.53 A 678744 D Common Stock 2010-05-07 4 P 0 3329 1.29 A 682073 D Common Stock 2010-05-17 4 P 0 2000 1080 A 684073 D Common Stock 2010-05-21 4 P 0 9136 1.62 A 693209 D Common Stock 2010-06-18 4 P 0 4000 1.04 A 697209 D Common Stock 2010-06-29 4 P 0 15300 1.15 A 712509 D Common Stock 2010-06-30 4 P 0 2700 1.06 A 715209 D Common Stock 2010-07-06 4 P 0 5000 0.91 A 720209 D Common Stock 2010-09-07 4 P 0 3252 1.3 A 723461 D Common Stock 2010-09-13 4 P 0 4500 1.76 A 727961 D Common Stock 2010-09-14 4 P 0 24000 1.55 A 751961 D Common Stock 2010-09-15 4 P 0 11000 1.76 A 762961 D Common Stock 2010-09-16 4 P 0 10000 1.61 A 772961 D Common Stock 2010-09-20 4 P 0 3000 1.51 A 775961 D Common Stock 2010-09-21 4 P 0 15000 1.43 A 790961 D Common Stock 2010-09-29 4 P 0 38700 1.34 A 829661 D Common Stock 2010-10-05 4 C 0 600000 A 1429661 D Common Stock 2010-10-06 4 P 0 3000 1.49 A 1432661 D Common Stock 2010-10-21 4 C 0 480000 A 1912661 D Common Stock 2010-10-28 4 S 0 2000 1.17 D 1910661 D Common Stock 2010-10-28 4 P 0 2000 1.01 A 1912661 D Common Stock 2010-11-04 4 P 0 7100 1.2 A 1919761 D Series A Convertible Preferred Stock 1.75 2010-10-05 4 C 0 285714 0 D 2009-09-10 Common Stock 600000 0 D Series B Convertible Preferred Stock 1.75 2010-10-21 4 C 0 228571 0 D 2010-03-25 Common Stock 480000 0 D Class A Warrant 1.75 2010-09-30 4 J 0 285714 0 D 2009-09-10 2015-03-24 Common Stock 285714 0 D Class B Warrant 1.75 2010-09-30 4 J 0 367347 0 D 2009-09-10 2015-03-24 Common Stock 367347 0 D Class C Warrant 3 2010-09-30 4 J 0 228571 0 D 2010-03-24 2015-03-24 Common Stock 228571 0 D Class D Warrant 1 2010-09-30 4 J 0 792080 0 A 2010-09-30 2014-09-10 Common Stock 792080 792080 D Class E Warrant 1 2010-09-30 4 J 0 277227 0 A 2010-09-30 2015-03-24 Common Stock 277227 277227 D This statement is jointly filed by and on behalf of each of Harborview Master Fund, L.P. ("Harborview Master Fund"), Harborview Advisors, LLC ("Harborview Advisors"), Richard Rosenblum, David Stefansky and The Corbran LLC. Harborview Master Fund, David Stefansky and The Corbran LLC are the record and direct beneficial owners of the securities covered by this statement. Harborview Advisors is the general partner of, and may be deemed to beneficially own securities owned by, Harborview Master Fund. Richard Rosenblum and David Stefansky are the managing members of, and may be deemed to beneficially own securities owned by, Harborview Advisors. Richard Rosenblum is the managing member of, and may be deemed to beneficially own securities owned by, The Corbran LLC. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. Includes 490,000 shares directly beneficially owned by The Corbran LLC and 490,000 shares directly beneficially owned by David Stefansky. The reporting person converted 285,714 shares of its Series A convertible preferred stock on October 5, 2010 into 600,000 shares of common stock. The reporting person converted 228,571 shares of its Series B convertible preferred stock on October 21, 2010 into 480,000 shares of common stock. The Series A convertible preferred stock and Series B convertible preferred stock were convertible into common stock at any time after issuance and had no expiration date. The reporting person amended and restated the Class A Warrant, Class B Warrant and Class C Warrant on September 30, 2010 for the Class D Warrant and Class E Warrant. Harborview Master Fund, L.P., By: Harborview Advisors, LLC, Its: General Partner, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member 2010-12-20 Harborview Advisors, LLC, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Manageing Member 2010-12-20 The Corbran LLC, By: Richard Rosenblum, Name: Richared Rosenblum, Title: Managing Member 2010-12-20 Richard Rosenblum, /s/ Richard Rosenblum 2010-12-20 David Stefansky, /s/ David Stefansky 2010-12-20