SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Yeap Arthur

(Last)

(First)

(Middle)

3405 W DR MARTIN LUTHER KING, JR BLVD

SUITE 101

(Street)

TAMPA

33607

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2009

3. Issuer Name and Ticker or Trading Symbol
COMPREHENSIVE CARE CORP [ CHCR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common stock	77,171	⁽¹⁾	D
Series B2 Preferred Stock	⁽²⁾	⁽²⁾	Common stock	122,829	⁽²⁾	D

Explanation of Responses:

1. The Reporting Person acquired 28.38983 shares of the Issuer's Series B1 Preferred Stock in exchange for all of his holdings of Core Corporate Consulting Group, Inc., which was acquired by the Issuer pursuant to a Merger Agreement. Upon the occurrence of certain conditions set forth in the Merger Agreement, which the Issuer expects to occur within 60 days of the date of this Form 3, the Series B1 Preferred Stock may be convertible into 244 shares of the Issuer's Series C Preferred Stock which in turn may further convert into 77,171 shares of common stock of the Issuer. The conversion feature has no expiration date.

2. The Reporting Person acquired 45.16949 shares of the Issuer's Series B2 Preferred Stock in exchange for his holdings of Core Corporate Consulting Group, Inc., which was acquired by the Issuer pursuant to a Merger Agreement. Upon the occurrence of certain conditions set forth in the Merger Agreement, which the Issuer expects to occur within 60 days of the date of this Form 3, the Series B2 Preferred Stock will convert into 122,829 shares of common stock of the Issuer. The conversion feature has no expiration date.

Remarks:

	/s/ Scott Bates as attorney-in-fact for Arthur Yeap	01/30/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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