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: 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
incorporation or organization) No.)
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:
21,755,000
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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) to change the name of
our company to CareDecision Corporation and increase our number
of authorized common shares to 200,000,000.
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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 projected revenues will be sufficient to fund
ongoing fiscal 2002 and 2003 operations and provide for our
working capital needs. 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 revenues
generated from our services. 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.
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PART II - OTHER INFORMATION
Item 6a. Exhibits
Exhibi Name and/or Identification of Exhibit
t
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.
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.
Item 6b. Reports on Form 8-K
(a) Items 5 and 7 on Form 8-K filed with the Commission on June
28, 2002.
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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
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(Registrant)
Date: August 22, 2002
----------------
By: /s/ Robert Cox
---------------
Robert Cox, President and CEO
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