UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2003
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)
------------------------------------------------------------------
(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:
83,364,137
/1/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Table of Contents
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Independent Accountant's Review Report 4
Consolidated Balance Sheet March 31, 2003 (unaudited) 5
Consolidated Statements of Operations For the Three Months 6
Ended March 31, 2003 and 2002 (unaudited) and For the Period
July 6, 2000 (Inception) to March 31, 2003 (unaudited)
Consolidated Statements of Cash Flows For the Three Months 7
Ended March 31, 2003 and 2002 (unaudited) and For the Period
July 6, 2000 (Inception) to March 31, 2003 (unaudited)
Notes to Financial Statements 8
Item 2. Management's Discussion and Plan of Operation 11
PART II - OTHER INFORMATION
Item 6. Exhibits 14
SIGNATURES 15
ATTACHMENT A - FORM OF CERTIFICATION FOR FORM 10-QSB 16
/2/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Consolidated Balance Sheet
as of
March 31, 2003 (unaudited)
and
Consolidated Statements of Operations
for the Three Months Ended
March 31, 2003 and 2002 (unaudited),
and For the Period
July 6, 2000 (Inception) to March 31, 2003 (unaudited)
and
Consolidated Statements of Cash Flows
for the Three Months Ended
March 31, 2003 and 2002 (unaudited),
and For the Period
July 6, 2000 (Inception) to March 31, 2003 (unaudited)
/3/
Beckstead and Watts, LLP
Certified Public Accountants
3340 Wynn Road, Suite B
Las Vegas, NV 89102
702.257.1984
702.362.0540 fax
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
Board of Directors
CareDecision Corporation
(formerly ATR Search Corporation)
(a Development Stage Company)
New York, NY
We have reviewed the accompanying balance sheet of CareDecision
Corporation (formerly ATR Search Corporation) (a Nevada
corporation) (a development stage company) as of March 31, 2003
and the related statements of operations for the three-months
ended March 31, 2003 and 2002 and for the period July 6, 2000
(Inception) to March 31, 2003, and statements of cash flows for
the three-months ended March 31, 2003 and 2002 and for the period
July 6, 2000 (Inception) to March 31, 2003. These financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data, and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, which will be performed for the full year with the
objective of expressing an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying financial
statements referred to above for them to be in conformity with
generally accepted accounting principles in the United States of
America.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has had limited
operations and has not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
We previously audited, in accordance with generally accepted
auditing standards, the balance sheet of CareDecision Corporation
(formerly ATR Search Corporation) (a development stage company)
as of December 31, 2002, and the related statements of
operations, stockholders' equity, and cash flows for the year
then ended (not presented herein) and in our report dated April
4, 2003, we expressed an unqualified opinion on those financial
statements.
/s/ Beckstead and Watts, LLP
May 13, 2003
/4/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Consolidated Balance Sheet
(unaudited)
March 31,
Assets 2003
-------------
Current assets:
Cash and equivalents $ 81,032
Notes receivable 3,464
-------------
Total current assets 84,496
-------------
Fixed assets, net 197,888
Intellectual property, net 1,366,359
Loan to officer 388
-------------
$ 1,649,131
=============
Liabilities and Stockholders' Equity
Current liabilities:
Note payable to shareholder $ 37,199
Notes payable 506,830
-------------
Total current liabilities 544,029
-------------
Convertible notes - related party 50,000
-------------
594,029
-------------
Stockholders' equity:
Common stock, $0.001 par value, 200,000,000 shares
authorized, 83,364,137 shares issued and outstanding 83,364
Additional paid-in capital 3,450,089
Treasury stock (96,750)
(Deficit) accumulated during development stage (2,381,601)
-------------
1,055,102
-------------
$ 1,649,131
=============
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 Operations
(unaudited)
For the three months ended July 6,2000
March 31, (inception) to
-------------------------- March 31,
2003 2002 2003
------------ ------------ --------------
Revenue $ 500 $ - $ 2,500
------------ ------------ --------------
Expenses:
General & administrative 38,878 - 121,564
expenses
Payroll expense 58,881 - 245,700
Professional fees 30,570 - 202,422
Consulting expense 231,000 - 1,550,482
Software development 1,000 - 130,000
Depreciation 36,377 - 77,155
------------ ------------ --------------
Total expenses 396,706 - 2,327,323
------------ ------------ --------------
Other income (expense):
(Loss) on debt settlement - - (25,925)
Interest income 560 - 2,790
Interest (expenses) (10,823) - (33,643)
------------ ------------ --------------
Net (loss) $ (406,469) $ - $ (2,381,601)
============ ============ ==============
Weighted average number of 82,503,026 17,789,500
common shares outstanding - ============ ============
basic and fully diluted
Net (loss) per share - $ (0.00) $ -
basic and fully diluted ============ ============
The accompanying notes are an integral part of these financial statements.
/6/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Consolidated Statements of Cash Flows
(unaudited)
For the three months ended July 6,2000
March 31, (inception) to
-------------------------- March 31,
2003 2002 2003
------------ ------------ --------------
Cash flows from operating
activities
Net (loss) $ (406,469) $ - $ (2,381,601)
Shares issued for services 231,000 - 1,550,482
Loss on debt settlement - - 25,925
Depreciation 36,377 - 77,155
Adjustments to reconcile net
(loss) to net cash (used)
by operating activities:
(Increase) decrease in notes 1,912 - (3,464)
receivable
Decrease in loan to officer 10,611 - (388)
------------ ------------ --------------
Net cash (used) by operating (126,569) - (731,503)
activities ------------ ------------ --------------
Cash flows from financing
activities
Proceeds from convertible notes 50,000 - 50,000
- related party
Proceeds from notes payable - - 476,035
Proceeds from note payable to 46,500 - 46,500
shareholder
Issuance of common stock - - 240,000
------------ ------------ --------------
Net cash provided by financing 96,500 - 812,535
activities ------------ ------------ --------------
Net increase in cash (30,069) - 81,032
Cash - beginning 111,101 - -
------------ ------------ --------------
Cash - ending $ 81,032 $ - $ 81,032
============ ============ ==============
Supplemental disclosures:
Interest paid $ - $ - $ -
============ ============ ==============
Income taxes paid $ - $ - $ -
============ ============ ==============
Non-cash transactions:
Number of shares issued for 5,500,000 - 25,117,737
services provided ============ ============ ==============
Number of shares issued to 2,500,000 - 2,500,000
acquire technology ============ ============ ==============
The accompanying notes are an integral part of these financial statements.
/7/
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
March 31, 2003 of $(2,381,601). 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 - Fixed assets
On February 5, 2003, the Company acquired fully-developed
software valued at $181,250 from CareDecision.net, Inc., a
corporation under common control as the Company.
Depreciation expense totaled $36,377 for the three-month period
ended March 31, 2003.
Note 4 - Notes payable - related party
During the three months ended March 31, 2003, the Company
received loans totaling $46,500 from a Company shareholder and
director. The notes bear interest at 9% per annum and are due
365 days from date of issuance.
During the three months ended March 31, 2003, the Company
recorded interest expense of $10,823.
/8/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Notes
Note 5 - Convertible notes
During the three months ended March 31, 2003, the Company
received a loan totaling $50,000 from a Company shareholder. The
note is convertible into 1,538,500 shares of the Company's $0.001
par value common stock at a strike price of $0.0325 per share.
The convertible note also carried with it 1,538,500 warrants
exercisable on a one-for-one basis at a strike price of $0.0325
per share. On April 22, 2003, the holder elected to convert the
note into 1,538,500 shares of the Company's $0.001 par value
common stock.
Note 6 - Stockholder's equity
The Company is authorized to issue 5,000,000 shares of $0.001 par
value preferred stock and 200,000,000 shares of $0.001 par value
common stock.
During the three months ended March 31, 2003, the Company issued
5,500,000 shares of $0.001 par value common stock to two
individuals for consulting services valued at $231,000.
During the three months ended March 31, 2003, the Company issued
2,500,000 shares of $0.001 par value common stock to acquire
developed software valued at $181,250 from CareDecision.net, Inc.
There have been no other issuances of preferred or common stock.
Note 7 - Related party transactions
During the three months ended March 31, 2003, the Company
acquired fully-developed software from CareDecision.net, Inc, a
private corporation with common ownership as the Company.
Pursuant to the agreement, the Company paid CareDecision.net,
Inc. the sum of $182,500 with 2,500,000 shares of the Company's
$0.001 par value common stock.
During the three months ended March 31, 2003, the Company
received $46,500 from Robert Cox, a Company shareholder and
Chairman of the Board. The notes are due on 365 days from
issuance and accrued interest at 9% per annum.
During the three months ended March 31, 2003, the Company
received $50,000 from Dr. Thomas Chillemi, a Company shareholder,
the note is convertible into 1,538,500 shares of the Company's
$0.001 par value common stock and carries with it 1,538,500
warrants exercisable on a one-for-one basis at a strike price at
$0.0325 per share.
Note 8 - Stock option plan
On January 1, 2003, the Company adopted its "2003 Stock Option
Plan" (the "Plan") and granted incentive and nonqualified stock
options with rights to purchase 25,000,000 shares of the
Company's $0.001 par value common stock. The Company issued
5,500,000 shares of stock pursuant to the plan during the three
months ended March 31, 2003.
Note 9 - Subsequent events
On May 5, 2003, the Company announced it has signed an agreement
with a third party hotel management company for the purchase and
installation of the Company's proprietary ResidenceWare multi-
unit messaging management system. The agreement specifies an
immediate initial installation of 250 units at a minimum of five
hotel locations.
/9/
CareDecision Corporation
[formerly ATR Search Corporation]
(a Development Stage Company)
Notes
Note 10 - 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.
/10/
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
Our principal product is an E-Health handheld information
appliance software package. We presently have a comprehensive
suite of medical information technology and Internet
communication applications, integrated for medical professional
use on a wireless PDA Internet appliance. These applications
have been designed to meet the needs of both the inpatient and
outpatient medical environments and are not just commercially
viable but also regulatory standard compliant. Additionally, our
software applications were conceived and implemented to offer the
medical professional the ability to monitor patient treatment
plans on the same handheld information appliance.
Our software is designed to integrate point of care medical
applications, treatment protocols and up to the moment patient
histories coupled with real-time on-line medical insurance claims
submission. Our ultimate key to success resides in providing the
private practice physician with the capability to, sequentially,
learn about the history of his or her patient during, or prior
to, entering the examining room, treat the patient and update the
insurer of the episode of care. Accomplishing these objectives
resolves a major dilemma for the health care provider;
instantaneous communication of vital patient related information
at or before the patient encounter.
Our technologies are grounded in the central need to furnish
the doctor with crucial point-of-care patient information rapidly
and reliably via a PDA. It utilizes the power of the Internet to
move large amounts of data to and from a variety of platforms
securely via a powerful Windows CE based PDA designed for
portability and upgradability. Totally compliant with the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA"),
this PDA technology is among the first to offer complicated and
real-time point of care applications, previously legacy
(mainframe or PC network) system applications, on a totally
portable (PDA) appliance.
/11/
Our PDA software operates on any Microsoft Windows CE
"Pocket PC" based handheld device, either in a wireless or
"wired" mode. The local host for our PDA devices is a Windows
(9X, NT or later) based PC in the physician's office, which, in
turn, permits one to eight of the aforementioned PDAs to be
linked to the medical network and allows each PDA to become a
uniquely identified mobile node on the medical network,
independent of PC linkage, thereby, assisting the doctor in the
review of relevant patient medical history, medications and
prescriptions, lab test ordering, medical step processes and
protocols and specialist referral processes.
The PDA software provides rules based software capabilities
and the ability to receive order fulfillment information for over
5,000 patients simultaneously, which represents approximately 3
years of patient encounters in a typical primary care medical
practice, and allows medical professionals to access payor and
health plan business rules, and policy/plan coverage's directly
from the plan(s).
Results of Operations
The following is an itemization of our results of operations
for the three-month period ended March 31, 2003. There are no
comparables for the three-month period ended March 31, 2002 as no
revenues were generated and no expenses incurred in that period.
REVENUES. Total revenues for the three-month period ended March
31, 2003 were $500. As a development stage company we have yet
to generate significant revenues and we cannot guarantee with
certainty when we will begin to generate significant revenues.
Our future revenues will be reliant on the acceptance of our
software systems, communication tools and suite of software
applications.
GENERAL AND ADMINISTRATIVE. General and Administrative expenses
relate to the operation and leasing costs of our corporate
office. General and administrative expenses for the three-month
period ended March 31, 2003 were $38,878.
PAYROLL. Payroll expense consists primarily of management and
employee salaries. Total payroll expense for the three-month
period ended March 31, 2003 was $58,881.
PROFESSIONAL FEES. Professional fees include fees paid to our
accountants and attorneys. Our professional fees were $30,570
for the three-month period ended March 31, 2003.
CONSULTING. Consulting expense includes fees paid to consultants
in relation to the preparation of required SEC filings, and to
individuals engaged to assist management in the furtherance of
our business plan. Consulting expenses for the three-month
period ended March 31, 2003 were $231,000.
SOFTWARE DEVELOPMENT. Software Development cost was minimal as
our software systems; communication tools and suite of software
applications are complete. Software Development expense for the
three-month period ended March 31, 2003 was $1,000.
DEPRECIATION. Depreciation was $36,377 for the three-month period
ended March 31, 2003. This represents depreciation on the assets
of the Company.
TOTAL OPERATING EXPENSES. Total operating expenses for the three-
month period ended March 31, 2003 were $396,706. Our most
significant operating expenses are consulting and payroll
expenses.
/12/
LOSS FROM OPERATIONS/NET LOSS. Our loss from operations was
$406,469 for the three-month period ended March 31, 2003. It
should be expected that we will continue to incur losses from
operations until such time as revenues can be generated to cover
such 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
Management believes our cash on hand of $81,032 will not be
sufficient to fund ongoing fiscal 2003 and 2004 operations and
provide for our working capital needs given we have negative
working capital of $459,533. Thus we will from time to time need
to raise additional funds through capital markets. 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 raise additional capital and
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
an issuance of common stock and through the issuance of notes.
During the three months ended March 31, 2003, we received loans
totaling $46,500 from a Company shareholder and director. The
notes bear interest at 9% per annum and are due 365 days from
date of issuance. In addition, during the three months ended
March 31, 2003, we received a loan totaling $50,000 from a
Company shareholder. The note is convertible into 1,538,500
shares of the Company's $0.001 par value common stock at a strike
price of $0.0325 per share. The convertible note also carried
with it 1,538,500 warrants exercisable on a one-for-one basis at
a strike price of $0.0325 per share. On April 22, 2003, the
holder elected to convert the note into 1,538,500 shares of the
Company's $0.001 par value common stock.
During our normal course of business, we will experience net
negative cash flows from operations, pending receipt of revenues.
Further, we will be obtaining financing to fund operations
through additional common stock offerings, note issuances and
bank borrowings, to the extent available, or to obtain additional
financing to the extent necessary to augment our available cash
on hand.
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.
/13/
PART II - OTHER INFORMATION
Item 6(a) - 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 6(b) - Reports Filed on Form 8-K
For the quarter ended March 31, 2003 the Company did not
file any reports on Form 8-K with the Securities and Exchange
Commission.
/14/
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: May 14, 2003
-------------
By: /s/ Robert Cox
---------------
Robert Cox
President and CEO
Date: May 14, 2003
-------------
By: /s/ Keith Berman
-----------------
Keith Berman
Secretary and Treasurer/CFO
/15/
Attachment A
Form of Certification for Form 10-QSB
CERTIFICATIONS
I, Robert Cox, President of CareDecision Corporation (the
"registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
CareDecision Corporation;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing
the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a
significant role in the registrant's internal
controls; and
/16/
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 14, 2003
-------------
/s/ Robert Cox
--------------
Robert Cox
President and CEO
I, Keith Berman, Treasurer and Secretary of CareDecision
Corporation (the "registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
CareDecision Corporation;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing
the equivalent function):
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a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a
significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 14, 2003
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/s/ Keith Berman
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Keith Berman
Secretary and Treasurer/CFO
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