UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2002
Or
[ ] 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: 000-33187
CareDecision Corporation
(Exact name of registrant as specified in its charter)
Nevada 91-2105842
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2 Penn Plaza, 15th Floor, Suite 10121
1500-53, New York, NY (Zip Code)
(Address of principal executive offices)
(212) 292-4959
(Registrant's telephone number, including area code)
ATR Search Corporation, 29 E. 31st Street, 2nd Floor, New York, NY 10016
( 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 [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes
of common stock as of the most recent practicable date:
34,195,000
/1/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet June 30, 2002 (unaudited) 4
Consolidated Statements of Operations For the Three Months 5
Ended June 30, 2002 and 2001 (unaudited) and For the Six
Months Ended June 30, 2002 and 2001 (unaudited) and For the
Period July 6, 2000 (Inception) to June 30, 2002 (unaudited)
Consolidated Statements of Cash Flows For the Six Months 6
Ended June 30, 2002 and 2001 (unaudited) and For the Period
July 6, 2000 (Inception) to June 30, 2002 (unaudited)
Notes to Financial Statements 7
Item 2. Management's Discussion and Plan of Operation 10
PART II - OTHER INFORMATION
Item 6. Exhibits 12
SIGNATURES 13
/2/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Consolidated Balance Sheet
as of
June 30, 2002 (unaudited)
and
Consolidated Statements of Operations
and
Cash Flows
for the Three and Six Months Ended
June 30, 2002 and 2001 (unaudited),
and For the Period
July 6, 2000 (Inception) to June 30, 2002 (unaudited)
/3/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Consolidated Balance Sheet
(unaudited)
June 30,
Assets 2002
----------
Current assets:
Cash $ 303,599
Notes receivable 24,900
----------
Total current assets 328,499
----------
Fixed assets, net 27,857
Intellectual property, net 1,097,500
Investment in subsidiary 229,899
----------
$1,683,755
==========
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable $ 537,573
Notes payable - officer 40,000
----------
Total current liabilities 577,573
----------
Stockholders' equity:
Common stock, $0.001 par value; 100,000,000 shares
authorized, 34,195,000 shares issued and outstanding 34,195
Additional paid-in capital 2,081,095
(Deficit) accumulated during development stage (1,009,108)
----------
1,106,182
----------
$1,683,755
==========
The accompanying notes are an integral part of these financial statements.
/4/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Consolidated Statements of Operations
(unaudited)
For three months For six months July 6, 2000
ended June 30, ended June 30, (inception) to
-------------- ---------------- June 30,
2002 2001 2002 2001 2002
------ ------ ------- ------- -------------
Revenue $ 674 $ - $ 1,055 $ - $ 1,055
------ ------ ------- ------- -------------
Expenses:
General & 293,720 - 592,295 4,974 607,486
administrative expenses
Consulting expenses - - - - 325,000
Depreciation&amortization - - 1,393 - 70,393
------ ------ ------- ------- -------------
Total expenses 293,720 - 593,688 4,974 1,002,879
------ ------ ------- ------- -------------
Other income (expense):
Interest income - - 967 - 967
Interest expense - - (8,251) - (8,251)
------ ------ ------- ------- -------------
Net (loss) $(293,046) $ - $(599,917) $(4,974) $ (1,009,108)
====== ====== ======= ======= =============
Weighted average number of
common shares outstanding
basic & fully diluted 21,891,703 16,100,000 10,822,178 7,983,836
========= ========== ========== =========
Net (loss) per share
basic & fully diluted $(0.01) $ - $ (0.06) $ (0.00)
====== ====== ======= =======
The accompanying notes are an integral part of these financial statements.
/5/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Consolidated Statements of Cash Flows
(unaudited)
For the six months ended July 6, 2000
June 30, (inception) to
------------------------ June 30,
2002 2001 2002
---------- ---------- ------------
Cash flows from operating activities
Net (loss) $ (599,917) $ - $ (1,009,108)
Shares issued for services 409,446 - 689,641
Depreciation and amortization 1,393 - 70,393
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
(Increase) in notes receivable (24,900) - (24,900)
Net cash (used) by ---------- ---------- ------------
operating activities (213,978) - (273,974)
---------- ---------- ------------
Cash flows from investing activities - - -
---------- ---------- ------------
Cash flows from financing activities
Increase in notes payable 537,573 - 537,573
(Decrease) in notes payable-officer (20,000) - 40,000
Net cash provided by ---------- ---------- ------------
financing activities 517,573 - 577,573
---------- ---------- ------------
Net increase in cash 303,595 - 303,599
Cash - beginning 4 - -
---------- ---------- ------------
Cash - ending $ 303,599 $ - $ 303,599
========== ========== ============
Supplemental disclosures:
Interest paid $ - $ - $ -
========== ========== ============
Income taxes paid $ - $ - $ -
========== ========== ============
Non-cash transactions:
Shares issued for services provided $ 409,466 $ - $ 689,641
========== ========== ============
Number of shares issued for services 12,440,000 - 12,444,000
========== ========== ============
The accompanying notes are an integral part of these financial statements.
/6/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Notes
Note 1 - Basis of presentation
The consolidated interim financial statements included herein,
presented in accordance with United States generally accepted
accounting principles and stated in US dollars, have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the
information presented not misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments, which, in the opinion of management, are
necessary for fair presentation of the information contained
therein. It is suggested that these consolidated interim
financial statements be read in conjunction with the consolidated
financial statements of the Company for the period ended December
31, 2001 and notes thereto included in the Company's Form 10-KSB.
The Company follows the same accounting policies in the
preparation of consolidated interim reports.
Results of operations for the interim periods are not indicative
of annual results.
Note 2 - Going concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern, which
contemplates the recoverability of assets and the satisfaction of
liabilities in the normal course of business. As noted above, the
Company is in the development stage and, accordingly, has not yet
generated a proven history of operations. Since its inception,
the Company has been engaged substantially in financing
activities and developing its product line, incurring substantial
costs and expenses. As a result, the Company incurred accumulated
net losses from July 6, 2000 (inception) through the period ended
June 30, 2002 of $(1,009,108). In addition, the Company's
development activities since inception have been financially
sustained by capital contributions.
The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital from the
sale of common stock and, ultimately, the achievement of
significant operating results. The accompanying financial
statements do not include any adjustments that might be required
should the Company be unable to recover the value of its assets
or satisfy its liabilities.
Note 3 - Notes receivable
On January 15, 2002, the Company loaned an officer a total of
$15,000 which is due in one year at an interest rate of 8% per
annum.
On June 1, 2002, the Company loaned CareDecision.net, Inc., a
private corporation that has completed several transactions with
the Company, and was once managed by several beneficial owners of
the Company, a total of $9,900 which is due on May 31, 2002 at an
interest rate of 8% per annum.
During the period ended June 30, 2002, the total interest income
is $967.
Note 4 - Fixed assets
As of June 30, 2002 the Company received the following equipment
in the amount of $27,857 from Keith Berman, a beneficial owner of
the Company. Depreciation expense totaled $1,393 for the six-
month period ended June 30, 2002.
/7/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Notes
Note 5 - Intellectual property
During the period ended June 30, 2002, the Company acquired
Intellectual Property from CareDecision.net, Inc, a private
corporation that has completed several transactions with the
Company, and was once managed by several beneficial owners of the
Company. Pursuant to the agreement, the Company paid
CareDecision.net, Inc. the sum of $187,500 with 700,000 shares of
the Company's $0.001 par value preferred stock.
Note 6 - Investment in Care Technologies, LLC
On June 21, 2001, the Company entered into an agreement with Care
Technologies, LLC whereby the Company sold all of the assets and
liabilities of the Company in exchange for a 10% ownership of
Care Technologies, LLC. The investment was recorded at $229,899,
being the fair value of the Company's assets on the acquisition
date.
Note 7 - Notes payable
On January 15, 2002, the Company received $40,000 from Keith
Berman, a beneficial owner of the Company, which is due on
December 31, 2003 and accrued interest at 8% per annum. The
principal and accrued interest can be converted at a rate of
$0.10 per share.
On April 23, 2002, the Company received $475,000 from M and E
Equities, LLC which is due in two years at an interest rate of 9%
per annum. The principal and interest of the note can be
converted into five shares of the Company's $0.001 par value
common stock for each $1 of debt. This note is secured by all
the assets of the Company to include accounts receivable,
inventory, fixed assets, and intangible assets.
During the period ended June 30, 2002, the Company received a
total of $62,573 from various entities and individuals which is
due upon demand and accrued interest at a rate of 0%.
During the six-month period ended June 30, 2002, the Company had
interest expense of $8,251.
Note 8 - Stockholder's equity
During the period ended June 30, 2002, the Company issued a total
of 12,444,000 shares of the Company's $0.001 par value common
stock for various services at prices ranging from $0.001 to $1.30
per share.
There have been no other issuances of common stock.
Note 9 - Related party transactions
On June 1, 2002, the Company loaned CareDecision.net, Inc., a
private corporation that has completed several transactions with
the Company, and was once managed by several beneficial owners of
the Company, a total of $9,900 which is due on May 31, 2002 at
an interest rate of 8% per annum.
As of June 30, 2002 the Company received the following equipment
in the amount of $27,857 from Keith Berman, a beneficial owner of
the Company. Depreciation expense totaled $1,393 for the six-
month period ended June 30, 2002.
During the period ended June 30, 2002, the Company acquired
Intellectual Property from CareDecision.net, Inc, a private
corporation that has completed several transactions with the
Company, and was once managed by several beneficial owners of the
Company. Pursuant to the agreement, the Company paid
CareDecision.net, Inc. the sum of $187,500 with 700,000 shares of
the Company's $0.001 par value preferred stock.
/8/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Notes
On January 15, 2002, the Company received $40,000 from Keith
Berman, a beneficial owner of the Company, which is due on
December 31, 2003 and accrued interest at 8% per annum. The
principal and accrued interest can be converted at a rate of
$0.10 per share.
Note 10 - Warrants
As of March 7, 2002, the Company issued 62,500 warrants to CRS, a
shareholder of the Company, to purchase the Company's $0.001 par
value common stock on a one-for-one basis. The warrant exercise
price is $0.10 per share of common stock and substantially all
warrants will expire on or before March 7, 2007.
As of June 30, 2002, no warrants have been exercised to acquire
additional shares of common stock.
Note 11 - Reverse acquisitions agreement with Medicius, Inc.
(MED)
On June 21, 2001, the Company entered into an agreement with MED
whereby the Company acquired all of the issued and outstanding
common stock of NDI in exchange for 38,043,863 voting shares of
the Company's $0.001 par value common stock. The acquisition was
accounted for using the purchase method of accounting as
applicable to reverse acquisitions because the former
stockholders of the MED controlled the Company's common stock
immediately upon conclusion of the transaction. Under reverse
acquisition accounting, the post-acquisition entity was accounted
for as a recapitalization of MED. The common stock issued was
recorded at $0, being the fair value of the Company's assets on
the acquisition date.
The continuing company has retained December 31 as its fiscal
year end.
Note 12 - Subsequent events
On August 2, 2002, the Company amended its articles of
incorporation to change the Company's name to CareDecision
Corporation and increase its authorized capital to 200,000,000
shares of the common stock with a par value of $0.001 and
5,000,000 shares of the preferred stock with a par value of
$0.001.
On August 1, 2002, the Company issued 3,000,000 shares to Ken
Lowman for consulting services rendered.
On August 9, 2002, the Company issued 2,000,000 shares to Barbara
Asbell, a shareholder of the Company, for consulting services
rendered.
/9/
Item 2. Management's Discussion and Plan of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking statements
about our business, financial condition and prospects that
reflect our assumptions and beliefs based on information
currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be
realized. If any of our assumptions should prove incorrect, or
if any of the risks and uncertainties underlying such
expectations should materialize, our actual results may differ
materially from those indicated by the forward-looking
statements.
The key factors that are not within our control and that may
have a direct bearing on operating results include, but are not
limited to, acceptance of our services, our ability to expand our
customer base, our ability to raise capital in the future, the
retention of key employees and changes in the regulation of our
industry. There may be other risks and circumstances that we are
unable to predict. When used in this Quarterly Report, words
such as, "believes," "expects," "intends," "plans,"
"anticipates," "estimates" and similar expressions are intended
to identify forward-looking statements, although there may be
certain forward-looking statements not accompanied by such
expressions. All forward-looking statements are intended to be
covered by the safe harbor created by Section 21E of the
Securities Exchange Act of 1934.
General
We were formed as a Nevada corporation under the name ATR
Search Corporation ("ATR") on March 2, 2001. On June 28, 2002 we
filed a report on Form 8-K with the Securities and Exchange
Commission, incorporated herein by reference, whereby Medicius,
Inc. ("Medicius"), a Nevada corporation, merged with and into
ATR. Pursuant to the terms of the merger agreement, ATR obtained
the operations of Medicius.
We adopted Medicius' business model, which is to provide
enhanced information technology (IT) to physicians at the point
of clinical decision because we believe that the growth of the e-
healthcare industry will far outpace that of our previous
business model, which was to provide IT technology professionals
to businesses on a part-time or full-time basis. With the demise
of many .com companies over the past few years the market has
become saturated with unemployed IT professionals. It is the
opinion of management that this will act to drive down the fees
we can obtain from the placement of these professionals and
reduce the number of companies desirous of engaging our services.
On the other hand, the Medicius software systems, communication
tools and suite of software applications obtained through our
merger, permits a physician to request critical patient medical
and/or medication information via the Web on a Microsoft Windows
CE-based PDA at, or prior to the point-of-care.
The system captures and displays the requested information,
and overlays formulaic medical treatment protocols and medical
step therapies, creating not only a patient specific historical
medical chart, but also suggested treatment alternatives,
approved medications and diagnosis specific protocols.
Utilization of this system by the practicing physician enhances
clinical decision-making, improves physician productivity,
insures formulary compliance, reduces the cost of healthcare and
positively impacts the care provided to the patient.
On August 2, 2002 we filed amended articles of incorporation
with the state of Nevada (see exhibit 3.1c, previously filed with
the Commission) to change the name of our company to CareDecision
Corporation and increase our number of authorized common shares
to 200,000,000.
/10/
Results of Operations
We generated $1,055 in revenues for the six-month period ended
June 30, 2002. Our future revenues will be reliant on the
acceptance of our software systems, communication tools and suite
of software applications.
Total operating expenses for the six months ended June 30,
2002 were $593,688 and $1,002,879 since inception. Total
operating expenses for the six-month period ended June 30, 2002
and since inception were entirely related to general and
administrative expenses, consulting fees, depreciation and
amortization, and organizational costs.
Future Business
The elements of our future business strategy include:
expanding geographically into key markets through a combination
of opening new offices and developing relationships with clients
to generate demand for our services; recruiting qualified,
medical software and other technical personnel to perform
technical, implementation and support duties as contracts are
entered into, although there can be no assurance that any such
contracts will be secured; and pursuing entry into new markets
complementary to our proposed operations. Future operations are
dependent upon our ability to implement our business and
marketing strategies and to establish relationships and contracts
with health insurers and HMOs to provide our e-healthcare
products and services.
Liquidity and Capital Resources
We believe our cash on hand of $303,599 will be sufficient to
fund ongoing fiscal 2002 and 2003 operations and provide for our
working capital needs, however, we have negative working capital
of $249,074. Our accountant has issued a note concerning our
ability to continue as a going concern. As we are still
considered to be in the development stage, our prospects of
continuing as a going concern are contingent upon our ability to
achieve and maintain profitable operations. Revenues generated
over and above expenses will be used for further development of
our services, to provide financing for marketing and promotion,
to secure additional customers, equipment and personnel, and for
other working capital purposes.
To date, we have financed our cash flow requirements through a
public issuance of common stock and through the issuance of
notes. During our normal course of business, we will experience
net negative cash flows from operations, pending receipt of
revenues. Further, we may be required to obtain financing to
fund operations through additional common stock offerings and
bank borrowings, to the extent available, or to obtain additional
financing to the extent necessary to augment our available
working capital.
All investor inquiries should be directed via mail to Mr.
Robert Cox, President, CareDecision Corp. 2 Penn Plaza, 15th
Floor, Suite 1500-53, New York, New York 10121.
/11/
PART II - OTHER INFORMATION
Item 6a. Exhibits
Exhibit Name and/or Identification of Exhibit
Number
3.1 Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company
filed March 2, 2001. Incorporated by
reference to the exhibits to the Company's
General Form For Registration Of Securities
Of Small Business Issuers on Form 10-SB,
previously filed with the Commission.
(b) Certificate of Amendment to the Articles
of Incorporation of the Company filed May 9,
2001. Incorporated by reference to the
exhibits to the Company's General Form For
Registration Of Securities Of Small Business
Issuers on Form 10-SB, previously filed with
the Commission.
(c) Certificate of Amendment to the Articles
of Incorporation of the Company filed August
2, 2002. Incorporated by reference to the
exhibits to the Company's June 30, 2002
Quarterly Report on Form 10-QSB, previously
filed with the Commission.
3.2 By-Laws of the Company adopted March 16,
2001. Incorporated by reference to the
exhibits to the Company's General Form For
Registration Of Securities Of Small Business
Issuers on Form 10-SB, previously filed with
the Commission.
99.1 Certification under Section 906 of the
Sarbanes-Oxley Act (18 U.S.C. SECTION 1350)
Item 6b. Reports on Form 8-K
(a) Items 5 and 7 on Form 8-K filed with the Commission on June
28, 2002.
/12/
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CareDecision Corporation
-----------------------------------------------------------------
(Registrant)
Date: August 28, 2002
---------------
By: /s/ Robert Cox
-----------------------------
Robert Cox, President and CEO
Date: August 28, 2002
---------------
By: /s/ Michael Vogel
--------------------------------
Michael Vogel, Treasurer and CFO
/13/