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)  September 20, 2004

CARE CONCEPTS I, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-20958	86-0519152
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

760 E. McNab Road, Pompano Beach, Florida 33060

(Address of Principal Executive Office) (Zip Code)

(954) 786-2510

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

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 1.02

Termination of a Material Definitive Agreement.

ITEM 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transferof Listing.

ITEM 7.01

Regulation FD Disclosure.

Effective September 20, 2004 the Company rescinded the closing of its acquisition of Media Billing Company, LLC and its wholly owned subsidiary Internet Billing Company LLC (the “Acquisition”). On September 20, 2004 the Company received written notice from the Staff of the American Stock Exchange (“AMEX”) that the Company did not satisfy certain AMEX continued listing standards set forth in the AMEX Company Guide and is therefore subject to delisting from the AMEX. By agreeing to rescind the closing of the Acquisition, unless and until the Company has satisfactorily resolved listing eligibility issues and receives and necessary AMEX approvals related to the Acquisition, AMEX has agreed to withdraw its notice of intent to delist. The Company intends to use its best efforts to resolve all issues with the AMEX. If for any reason, however, that AMEX approval has not bee n obtained by January 21, 2005, the Company intends to close the Acquisition, withdraw from AMEX and seeking listing on an alternate stock exchange. There can be no assurance that the Acquisition will be approved by the AMEX or that the Company will be able to list its securities on an alternate stock exchange.

The Company’s common stock was temporarily halted from trading on September 21, 2004, as Company management believes there may have been an inadvertent disclosure of certain material, non-public information related to the delisting notice.

Additional information relating to the above disclosure is set forth in a Company press release dated September 24, 2004. The press release is attached as an exhibit hereto.

ITEM 7.01

Regulation FD Disclosure.

On September 27, 2004 the Company announced that it has entered into a non-binding letter of intent acquire 100% of the membership interests of Best Acquisition and Holdings LLC and Best Candy and Tobacco, Inc. (collectively, “Best”). Best is a privately held company founded in 1952 and is the largest wholesale distributor of candies, tobacco and specialty soft drinks and water in the state of Arizona. Pursuant to the terms of the letter of intent, the purchase price of the 100% interest in Best is $12 million, payable in 2,000,000 shares of the Company’s common stock. The Company expects to close the acquisition in approximately 30 days. The closing is subject to standard closing conditions. There are no assurances the acquisition will be completed.

Additional information relating to the letter of intent and Best is set forth in a Company press release dated September 27, 2004. The press release is attached as an exhibit hereto.

ITEM 9.01

Financial Statements and Exhibits.

 (c)

Exhibits

Exhibit No.

Description

99.1

Press Release dated September 24, 2004.

99.2

Press Release dated September 27, 2004.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Care Concepts I, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CARE CONCEPTS I, INC.
Date:  September 27, 2004	By:	/s/ Steve Markley
		Steve Markley Chief Executive Officer

3

INDEX TO EXHIBITS

Exhibit No.

Description

99.1

Press Release dated September 24, 2004.

99.2

Press Release dated September 27, 2004.

EX-99.1

EXHIBIT 99.1

Care Concepts I, Inc. Rescinds the iBill Closing and Delays Acquisition

Friday September 24, 3:00 pm ET

POMPANO BEACH, Fla.--(BUSINESS WIRE)--Sept. 24, 2004--Care Concepts I, Inc. (AMEX:IBD - News) announced here today that it has rescinded the closing of its acquisition of Media Billing Company, LLC and its wholly owned subsidiary Internet Billing Company LLC ("iBill") that was purchased from Penthouse International, Inc. in August 2004. On September 20, 2004, the Company received a notice from the AMEX of its intention to de-list the Company's Common Stock from trading on the exchange, pending a hearing requested by the Company. By agreeing to rescind the closing of the iBill acquisition unless and until the Company has satisfactorily resolved all listing eligibility issues and receives all necessary AMEX approvals related to the iBill transaction, the staff of the AMEX has agreed to withdraw its notice of intent to de-list the Co mpany's securities. There can be no assurance that the Company will be able to satisfactorily resolve all listing issues or that it will receive all such AMEX approvals associated with the iBill transaction.

The notice from the staff provides that in the opinion of the staff the Company was not in compliance with applicable continued listing standards as follows:

1. The Company has not fully furnished information requested by the Exchange related to the acquisition of Media Billing Company, LLC (iBill);

2. The Company's acquisition of iBill raises public interest concerns pursuant to Section 1003(f)(iii);

3. The Company has issued or authorized its transfer agent to issue additional shares of its common stock without the Exchange's approval;

4. The Company issued 20% or more of its currently outstanding shares of common stock without obtaining prior approval of its shareholders;

5. The disclosure in the Company's 8-KA dated September 2, 2004 regarding the number of shares of common stock issued to Penthouse in the iBill acquisition contained material omissions and inconsistencies, and;

6. The Company completed an acquisition, the net effect of which was that the Company was acquired by an unlisted company and the Company did not provide adequate information to the staff for it to determine whether the post transaction company meets the initial listing standards as required by Section 341 of the Company Guide

The Company intends to furnish the information on a timely basis and is hopeful that the staff of the AMEX will, upon receipt and review of such information, provide all necessary approvals for the iBill acquisition to be completed. If for any reason, however, that AMEX approval has not been obtained by January 21, 2005, the Company will nevertheless close the acquisition, withdraw from the AMEX and seek to re-list its common stock on an alternate stock exchange.

The Company's common stock was halted for trading on Tuesday, September 21, 2004. The management of the Company believes that there may have been a disclosure of certain material non-public information concerning the above-referenced letter.

In commenting on the restructure of the iBill acquisition, Gary Spaniak, Jr., the Company's President stated, "It is the Company's clear objective to resolve with the AMEX all issues relating to the iBill acquisition and to permit the continued trading of its stock on the AMEX for the benefit of its shareholders." Mr. Spaniak also stated that the Company intends to engage a compliance officer with respect to the corporate governance operation of the Company and in compliance with the provisions of the Sarbanes Oxley Act. The stock is expected to resume trading Monday morning on the American Stock Exchange.

About the Internet Billing Company

Internet Billing Company (iBill) sells access to online services and other downloadable products (music, games, videos, personals, etc.) to consumers through proprietary web-based payment applications. The iBill online payments systems manage transaction authorization on the global financial networks such as Visa® and Master Card® and simultaneously provide password management controls for the life of the subscribing consumer. On-demand CRM (Customer Relationship Management) applications are provided to registered independent merchants, typically small and medium sized businesses seeking a cost effective technology platform to outsource non-core banking and finance functions. Since 1996, iBill has established a trusted brand with consumers and online businesses with 27 million customers in 38 countries. Prior to its acquisition by the Company iBill was a subsidiary of Penthouse International, Inc. (OTCBB:PHSL - News). In March 2004 Penthouse acquired iBill from InterCept, Inc., a NASDAQ NMS company.

About Care Concepts I, Inc.

Care Concepts I, Inc., (AMEX:IBD - News) is a media and marketing holding company with assets including: Forster Sports, Inc., a sports-oriented, multi-media company that produces sports radio talk shows; and iBidUSA.com, a popular website which showcases products and services in an auction format starting with an opening bid of about 30% percent of the retail value. Internet Billing Company (iBill), which sells access to online services and other downloadable products (music, games, videos, personals, etc.) to consumers through proprietary web-based payment applications. Since 1996, iBill has established a trusted brand with consumers and online businesses with 27 million customers in 38 countries. Care Concepts I, Inc., actively and regularly pursues additional acquisition opportunities to enhance its portfolio holdings and iBill.

Statements about the Company's future expectations, including future revenues and earnings and all other statements in this press release, other than historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as the term is defined in the Private Litigation Reform Act of 1995. The Company's actual results could differ materially from expected results. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. Should events occur which materially affect any comment made with this press release, the Company will appropriately inform the public.

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Contact:

     For Care Concepts I, Inc., Pompano Beach

     Wolfe Axelrod Weinberger Assoc. LLC

     Stephen D. Axelrod/Andria Arena, 212/370-4500

     steve@wolfeaxelrod.com

     or

     Investor Relations Contact:

     Investor Relations Services, Inc., New Smyrna Beach, Fla.

     David Kugelman, 386/409-0200

     invrel@invrel.net

—————————

Source: Care Concepts I, Inc.

EX-99.2

EXHIBIT 99.2

Care Concepts I Signs Letter of Intent to Acquire Leading Arizona-Based Candy and Tobacco Company with 50-Year Track Record

Monday September 27, 8:45 am ET

POMPANO BEACH, Fla.--(BUSINESS WIRE)--Sept. 27, 2004--Care Concepts I, Inc. (AMEX:IBD - News; the "Company") announced today that it has entered into a non-binding letter of intent with Aries Capital Partners, LLC to acquire 100% of the membership interests of its direct and indirect wholly-owned subsidiaries, Best Acquisition and Holdings LLC and Best Candy and Tobacco, Inc. (together "Best"). Best is a privately-held company founded in 1952 and is the largest wholesale distributor of candies, tobacco and specialty soft drinks and water in the state of Arizona.

Best reported revenues of $52.9 million for the calendar years ended December 31, 2003 and 2002, respectively. The Company expects proforma revenues of approximately $57 million for the calendar year ended December 31, 2004. Best has been profitable for the last twenty consecutive years.

Best is licensed and bonded by the State of Arizona for tobacco products distribution and maintains mandatory tobacco stamp tax licenses. The Company also maintains approximately twelve additional licenses with local Indian tribes. According to the Bureau of Indian Affairs data, Indian casino operations nationally have grown over 100% since 1998, a compound annual growth rate of over 16%. Best intends to expand its licensed operations with Indian casinos to capitalize on the growth in the Indian gaming operations nationally.

"Best has spent over 50 years developing its reputation for integrity and service," said Greg Harrington, managing member of Aries Capital. "Now as part of an American Stock Exchange-listed company, Best has the necessary support to grow revenues beyond Arizona and to increase its margins on existing revenue through additional high-margin products for our customers."

Best recently entered into new credit facilities with BankOne, a division of JP Morgan Chase (NYSE:JPT - News).

Best purchases and re-distributes tobacco products from leading U.S. manufacturers, including Altria Group Inc., the parent of tobacco company Philip Morris (NYSE:MO - News), RJ Reynolds Tobacco (NYSE:RJR - News) and Leggett and Platt (NYSE:LEG - News) and is the largest customer in Arizona.

Best services in excess of 2,200 customer retail locations in Arizona. Best intends to add to its products lines, and is considering magazine distribution for select companies.

Pursuant to the terms of the non-binding letter of intent, the purchase price is $12,000,000. Consideration is two million common shares for 100% of the membership interests of Aries, parent of Best. The parties expect to close the transaction within two weeks. Care has evaluated this acquisition consistent with its revised corporate governances policies and procedures.

About Care Concepts I, Inc.

Care Concepts I, Inc., (AMEX:IBD - News) is a media and marketing holding company with assets including: Forster Sports, Inc., a sports-oriented, multi-media company that produces sports radio talk shows; and iBidUSA.com, a popular website which showcases products and services in an auction format starting with an opening bid of about 30% percent of the retail value. Care Concepts has agreed to

acquire Internet Billing Company (iBill), which sells access to online services and other downloadable products (music, games, videos, personals, etc.) to consumers through proprietary web-based payment applications. Since 1996, iBill has established a trusted brand with consumers and online businesses with 27 million customers in 38 countries. Care Concepts I, Inc., actively and regularly pursues additional acquisition opportunities to enhance its portfolio holdings and iBill.

Statements about the Company's future expectations, including future revenues and earnings and all other statements in this press release, other than historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as the term is defined in the Private Litigation Reform Act of 1995. The Company's actual results could differ materially from expected results. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. Should events occur which materially affect any comment made with this press release; the Company will appropriately inform the public.

————————

Contact:

     For Care Concepts I, Inc., Pompano Beach

     Wolfe Axelrod Weinberger Assoc. LLC

     Stephen D. Axelrod/Andria Arena, 212/370-4500

     steve@wolfeaxelrod.com

     or

     Investor Relations Contact:

     Investor Relations Services, Inc., New Smyrna Beach, Fla.

     David Kugelman, 386/409-0200

     invrel@invrel.net

————————

Source: Care Concepts I, Inc.