United States
                   Securities and Exchange Commission
                         Washington, D.C. 20549
                        ------------------------

                               Form 10-KSB/A

     [X]   Annual Report Pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934

           For the Fiscal Year Ended December 31, 2002

     [ ]   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 0-33187

                        CareDecision Corporation
         (Exact Name of Registrant as Specified in its Charter)

            Nevada                               91-2105842
(State or other jurisdiction of              (I.R.S. employer
 incorporation or organization)            identification number)

2 Penn Plaza, 15th Floor, Suite 1500-53, New York, NY        10121
      (Address of principal executive offices)             (Zip code)

 Registrant's Telephone Number, Including Area Code: (212) 292-4959

Securities Registered Pursuant to Section 12(b) of the Act: NONE

   Securities Registered Pursuant to Section 12(g) of the Act:
  Common Stock, $0.001 par value per share, 200,000,000 shares
authorized, 75,364,137 issued and outstanding as of December 31, 2002.

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 [ ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [ ]

The approximate aggregate market value of the Common Stock held
by non-affiliates of the registrant, based upon the closing price
of the Common Stock reported on OTCBB, was $1,470,702 as of April
9, 2003.  (1)  For the purposes of this computation, all
executive officers, directors and 5% shareholders of the Company
have been assumed to be affiliates.  Certain of such persons may
disclaim that they are affiliates of the Company.


/1/


     Some of the statements contained in this Form 10-KSB are not
historical facts rather "forward-looking statements" which can be
identified by the use of terminology such as "estimates,"
"projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative of such terms or other variations, or
by discussions of strategy that involve risks and uncertainties.
Caution should be exercised in regards to these forward-looking
statements.  Such statements contained herein reflect our current
beliefs with respect to future events.  These beliefs involve
known and unknown risks, uncertainties and other factors,
including, but not limited to, economic, competitive, regulatory,
technological, key employee and general business factors
affecting our operations, market growth, services, products and
licenses.  No assurances can be given regarding the achievement
of future results.  Actual results may differ materially as a
result of the above-mentioned risks, and from assumptions made
based on anticipated events.  Factors that could cause or
contribute to such differences include, but are not limited to,
those discussed in the Risk Factor section of this document and
in Item 6, "Management's Discussion and Analysis of Financial
Condition or Plan of Operation."


                             PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Overview and History

     ATR Search Corporation, a Nevada corporation incorporated on
March 2, 2001, was a developmental stage company engaging in the
placement of information technology ("IT") professionals with
technology sector companies on a temporary and/or permanent
basis.

     Medicius, Inc., a Nevada corporation incorporated on July 6,
2000, was a developmental stage company with a principal business
objective to provide Internet-enhanced information technology for
physicians at the point of clinical decision.  The software
systems, communication tools and suite of software applications
employed by Medicius, Inc. permits the office practice physician
to request critical patient medical and/or medication information
via the Internet on a Microsoft Windows CE-based Personal Digital
Assistant ("PDA") at, or prior to the point-of-care.

     The system captures and displays the requested information,
and overlays medical treatment protocols and medical step
therapies (steps and procedures that insurance companies issue
for treating illnesses a physician has not treated before),
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 June 17, 2002 a shareholder vote approved the merger of
Medicius, Inc. into ATR Search Corporation whereby ATR Search
Corporation adopted the business model of Medicius, Inc. and on
August 2, 2002 Amended Articles of Incorporation were filed with
the Secretary of State of Nevada changing the name of the company
to CareDecision Corporation ("CareDecision" or the "Company").


/2/


     Our Amended Articles of Incorporation (see exhibit 3c)
authorize us to issue up to 200,000,000 shares of common stock at
a par value of $0.001 per share and 5,000,000 shares of preferred
stock at a par value of $0.001 per share.  As of December 31,
2002 we had 75,364,137 shares of our Common Stock outstanding.
Due to our lack of operating history and given our current cash
flows, our accounting firm has issued a comment regarding our
ability to continue as a going concern (see footnote 2 of the
audited financial statements).  It may be necessary to raise
additional funds and/or reduce cash expenditures in the next 12
months.  Funds could be generated through the issuance of
additional stock.  Cash expenditures could be reduced through the
lay-off of personnel and or a reduction in employee salaries or
benefits.

Industry Background

  Information Techology

     Technological improvements over the past few years have
caused ever increasing growth in the high tech industry.
Established companies have responded to this increased growth by
redirecting their resources to develop products to meet the
demands of the information age.  Additionally, relatively new
companies have built their businesses around, and continue to
focus on, providing new and improved means of doing business.
Although, a number of technologies, even those employing the
Internet as a backbone, have failed to achieve the expected
information transformation, in almost all instances, the
communication of electronic data has achieved universal support.

  Medical Information Technology

     Currently, the overwhelming majority of clinical information
exists in proprietary Active Server Pages (paper, mainframes, and
physician practice management systems).  The extraction and
sharing of this information is a time consuming and costly
process.  For these reasons, the medical industry is moving
towards transferring this information into electronic format for
easy access.  Each segment of the medical industry (physicians,
labs, insurance companies, etc.) recognizes and embraces the
efficiencies and cost reductions that can be realized through the
electronic exchange of data.

     Over the last decade managed care has transformed healthcare
into a highly competitive and market driven industry.  The
transition has resulted in the elimination of many of the
unnecessary costs that had historically contributed to the
continued and unabated acceleration of the cost of health care.
One crucial segment, which has remained resistant to ongoing
efforts to realize real and obvious opportunities to affect cost
reductions, lies in the means of communications resident within
the industry.

     The nature of domestic healthcare delivery has resulted in a
highly fragmented system involving hundreds of thousands of payor
and provider organizations scattered across a broad geographical
landscape.  Each of these locations employs diverse and
incompatible information systems that have restricted electronic
communication of vital medical and administrative information
between the participants.

     Additionally, healthcare mainly relies on paper communication
processes.  We estimate that current healthcare administration
costs exceed $300 billion annually.  It is management's belief
that online process automation and transaction processing
solutions can eliminate over 50% of those costs, which are
directly attributable to the time and expense associated with
manual processing for routine processes and transactions.


/3/


Principal Products and Services

     CareDecision's principal product is an E-Health handheld
information appliance software.  CareDecision presently has a
complete suite of medical information and communication
applications, all integrated, and all on one PDA Internet
appliance.  These applications have been designed to meet the
needs of both the inpatient and outpatient environments and are
not just commercially viable but also regulatory standard
compliant.  Additionally, the software was conceived and
implemented to offer the ability to monitor patient treatment
plans on a 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.  The 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.

     The technology is grounded in the central need to furnish
the doctor with the crucial patient information rapidly and
reliably on 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 legacy system applications
on a totally portable (PDA) appliance.

     The PDA software operates on any Microsoft Windows CE "Pocket PC"
based handheld device, either in a wireless or "wired" mode.  The
local host for the Company's 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,
which represents approximately 3 years of patient encounters in a
typical primary care medical practice and allows for providers to
access payor and health plan business rules, and policy/plan
coverage's directly from the plan(s).

New Product Offerings

     As of December 31, 2002 we have:

     1.Developed and implemented a business plan;
     2.Recruited and retained an appropriate management team and
       board of directors; and
     3.Attained  capital that we believe will be sufficient  for
       the next 12 to 24 months of operations.

     We have commenced operations, and have begun generating
minimal revenues.  However, we expect the industry to become
increasingly competitive, despite the size and growth expected in
the market.  We intend to compete by targeting specific market
segments such as physicians, HMO's and other healthcare
providers.  Our main goal is to ensure client satisfaction with
our services and to develop an outstanding reputation for client
service.  If we fail to market and distribute our products and
generate sufficient revenues, we may be unable to continue as a
going concern.


/4/


Distribution, Marketing and Customer Relations

     Management intends to implement an aggressive but targeted
marketing campaign to educate healthcare providers about
CareDecision's technology solutions and the benefits obtained
through its use.  The industry focused marketing campaign is
intended to leverage our efforts by qualifying customers' needs
and interests.

     The CareDecision marketing strategy will ultimately target
the physician providers through the provision of technology and
services that specifically respond to their needs and
requirements.  The physician will be the ultimate determinant as
to the success of any given system; therefore, it is incumbent on
any marketing strategy to focus on the satisfaction of their
needs.  CareDecision has created PDA-centric products and a suite
of Internet enhanced software applications that includes those
features that specifically respond to the requirements of the
practicing physician.  We believe that the combination of unique
and responsive benefits derived from our system coupled with its
simplicity, portability, convenience and ease of use will
initiate and propel the desired transition from paper processes.

     Healthcare is an interdependent web of payors and providers.
CareDecision's success is reliant on targeting multiple segments
within the industry.  As has been previously stated, although the
physician will determine a product's utilization, it is the other
components of the system that will bear the cost of the product's
introduction and ongoing employment.  Insurers and industry
service providers must participate in the electronic network,
both logistically and financially to complete the link that will
provide utility and value to all participants.  It is incumbent
on us to therefore extend our marketing strategy to facilitate
this reality.

     We will concentrate our marketing efforts in specific target
geographic locations that will permit the completion of our
density strategy crucial to sustained penetration and long-term
success.  Implicit to this strategy is the contracting of
multiple payors, pharmacy benefit management entities, medical
case management entities and clinical labs within a targeted
region that provides for system integration to the product and
payment for transactions communicated to or from the
participating physicians.  Once the network has been established
the product will be distributed to those physicians included
within the contracted payors Provider Network.  We will rely on
those contracted payors to support and assist in the distribution
of the product to the said physicians.

     The creation of such networks will be conducted in multiple
geographic locations simultaneously.  Upon their completion the
process employed will be introduced and replicated in other
locations targeted for access.

Competition

     The medical industry is highly competitive in the attraction
and retention of physician customers, insurers and other medical
providers.  The number of competing companies and the size of
such companies varies in different geographic areas.  Generally,
CareDecision is in competition with other PDA technology
companies that offer medically related software suites, with the
most effective competition coming from companies that possess
greater capital resources, have longer operating histories,
larger customer bases, greater name recognition and significantly
greater financial, marketing and other resources than do we.

     There are a number of small and large companies that have
announced their intentions to provide some type of Internet
interconnectivity for physicians to the healthcare systems:


/5/


       a. Large publicly traded companies: WebMD, formerly known as
          Healtheon (HLTH), the former MedicaLogic/Medscape (merged into
          HLTH) and to a slightly lesser degree Cerner/Citation (CERN),
          IDX Corporation (IDXC) and venerable Shared Medical
          (acquired by Seimens) are very broadly involved in
          healthcare Internet based services including consumer
          services, E-commerce and connectivity.  Of these
          companies only Cerner is working on a PDA based interface for
          physicians, although Healtheon has identified the PDA
          as a critical component for a network and is
          "evaluating potential partners to provide physicians
          with hand-held computers after an in-house product was
          deemphasized after beta testing."

       b. Non-PDA based start-ups and small publicly traded companies:
          CyBear (merged last year into parent Andrx), Medix Resources
          (MXR), Advanced Health (merged into Proxymed) and Abaton.com
          (merged into HBO-McKesson and then shut down) have or had
          announced some form of connectivity systems that are non-PDA
          based and have, at best, limited numbers of clinical
          installations.

       c. More mature companies such as Kinetra (acquired by HLTH),
          McKesson-HBOC and ProxyMed (PILL), have launched Internet
          enhanced ventures without any clinical successes.

       d. PDA-based start-ups: PatientKeeper Corp. (formerly Virtmed),
          ePhysician (recently downsized and assets sold) and iScribe
          (recently reorganized and then merged) have announced products
          that reside on 3-Com's Palm PC.  The PatientKeeper product will
          allow physicians to capture billing information for hospital-
          based accounts and purports to manage receivable transactions (a
          mix of a 1st generation feature on a 3rd generation technology).
          ePhysician's product offering allows prescription ordering from a
          PDA.  On the surface, the former iScribe system offers a few of
          the features of CareDecision's system, but has chosen to
          implement a wireless wide-area network solution through an
          Internet link to a legacy system server.  This approach has
          greater capital cost and platform data management disadvantages
          compared to CareDecision's product line.  Yet, iScribe, even with
          its costly and incremental approach, and its history of financial
          troubles nonetheless garnered an impressive valuation.

     All of the embryonic PDA technology based companies have a
similar broad goal to deliver PDA based data management to
physicians.  One company, AllScripts (MDRX) appears to be
positioned to advance to a market leadership position.  However,
this position is defined by a product distribution of less than
2000 physicians' office sites (1% of the total market)  and does
not possess a major factor in any medical trade area.

     Increased competition may result in reduced operating
margins and a loss in our clientele base.  There can be no
assurance that we will be able to compete successfully against
current and future competitors, and competitive pressures faced
by us may have a material adverse effect on our business,
prospects, financial condition and results of operations.
Further, as a strategic response to changes in the competitive
environment, management may from time to time make certain
pricing, service or marketing decisions or acquisitions that
could have a material adverse effect on our business, prospects,
financial condition and results of operations.

     Based on management's industry experience, CareDecision
believes it will build a strong reputation for the quality of our
products and services as well as our client-oriented approach.
We believe that our experienced employees, broad range of
products and services, local and broad market expertise, and
operating infrastructure enable us to compete effectively in each
of our business disciplines.


/6/


Government Regulation

     Federal, state, local and foreign governmental organizations
may propose or institute laws or regulations concerning various
aspects of the medical industry, including electronic claims
processing, electronic prescriptions and privacy matters.
CareDecision is not currently subject to direct regulation by any
domestic or foreign governmental agency, other than regulations
applicable to businesses generally, and laws or regulations
directly applicable to the medical industry.  However, due to the
increasing popularity and use of the Internet and other online
services, it is possible that a number of laws and regulations
may be adopted with respect to the Internet or other online
services covering issues such as user privacy, pricing, content,
copyrights, distribution and characteristics and quality of
products and services.

     Furthermore, the growth and development of the market for
online commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those
companies conducting business online.  The adoption of any
additional laws or regulations may decrease the demand for our
products and services and increase our cost of doing business, or
otherwise have an adverse effect on our business, prospects,
financial condition and results of operations.

Proprietary Rights

     We may be required to license additional products or
services in the future, for use in the general operations of our
business plan.  We cannot assure you that these third party
licenses will be available or will continue to be available to us
on acceptable terms if at all.  The inability to enter into and
maintain any of these licenses could have a material adverse
effect on our business, financial condition or operating results.
In addition, policing unauthorized use of our proprietary and
other intellectual property rights could be expensive if not
difficult or impossible.

     We cannot guarantee that third parties will not bring claims
of copyright or trademark infringement against us or claim that
certain aspects of our processes or other features violates a
patent they may hold.  There can be no assurance that third
parties will not claim that we have misappropriated their
creative ideas or formats or otherwise infringed upon their
proprietary rights.  Any claims of infringement, with or without
merit, could be time consuming to defend, result in costly
litigation, divert management attention, or require us to enter
into costly royalty or licensing arrangements.  These
potentialities could have a material adverse effect on our
business, financial condition or operating results.

Employees

     CareDecision currently has 2 part time and 8 full staff
employees.  The full time employees are situated as follows: 6
are located in the California office, one is in Chicago and one
is in the New York office.  Management does not foresee hiring
additional employees for at least the next twelve to twenty-four
months, or until we generate sufficient revenues, in management's
opinion, to support hiring additional staff.  No employees are
covered by labor agreements or contracts and management believes
our relations with our employees are good.


/7/


                          RISK FACTORS

     The following discussion contains, in addition to historical
information, forward-looking statements that involve risks and
uncertainties.  Our actual results could differ significantly
from the results discussed in the forward-looking statements.
Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and in
Item 6, "Management's Discussion and Analysis of Financial
Condition or Plan of Operation."

Our limited operating history could delay our growth and minimize
your investment.

     We are considered a development stage company incorporated
on March 2, 2001 and thus have a limited operating history on
which to base an evaluation of our business and prospects.  Our
prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early
stage of development.  Such risks include, but are not limited
to, dependence on the growth of use of electronic medical
information and services, the adoption of PDA based Internet
appliances for the transmission and display of medical
information, the need to establish our brand name, the ability to
establish a sufficient client base, the level of use of medical
providers and the management of growth.  To address these risks,
we must maintain and increase our customer base, implement and
successfully execute our business and marketing strategy,
continue to develop and improve our point of care software and
patient processing system, provide superior customer service,
respond to competitive developments and attract, retain, and
motivate qualified personnel.  There can be no assurance that we
will be successful in addressing such risks, and the failure to
do so could have a negative impact the value of our Company's
common shares and could result in the loss of your entire
investment.

Auditors have issued an opinion raising substantial doubt as to
our ability to continue as a going concern, which may diminish
your return on investment.

     In a letter that accompanies this application, our
accountant, G. Brad Beckstead, says in part, 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 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 June 21, 2001
(inception) through the period ended December 31, 2002 of
$1,975,132.  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

Our profitability and your investment will be directly affected
by our competition.

     Many of CareDecision's potential competitors have longer
operating histories, larger clientele bases, better service
recognition and significantly greater financial, marketing and
other resources than do we.  Increased competition may result in
reduced operating margins, loss of market share and a diminished
brand franchise.  There can be no assurance that we will be able
to compete successfully against current and future competitors,
and competitive pressures faced by ucould harm our operating
results, our business prospects, and financial condition.


/8/


We may not be able to retain our key personnel or attract
additional personnel, which could affect our ability to continue
as a going concern, which may diminish your return on investment.

     Our performance is substantially dependent on the services
and on the performance of our Management.  CareDecision is, and
will be, heavily dependent on the skill, acumen and services of
Mr. Robert Cox (President, Secretary and Director) and Mr. Keith
Berman (Treasurer and Director).  Our performance also depends on
our ability to attract, hire, retain and motivate our officers and
key employees.  The loss of the services of our executives could
have a material adverse effect on our business, prospects, financial
condition and results of operations.  We have not entered into a
long-term employment agreements with our key personnel and currently
have no "Key Employee" life insurance policies.  Our future success
may also depend on our ability to identify, attract, hire, train,
retain and motivate other highly skilled technical, managerial,
marketing and customer service personnel.  Competition for such
personnel is intense, and there can be no assurance that we will
be able to successfully attract, assimilate or retain
sufficiently qualified personnel.  If we are unable to attract,
retain, and train the necessary technical, managerial, marketing
and customer service personne,our expectations of increasing our
clientele could be hindered, and the profitability of our Company
reduced.

The selling security holder shares are being registered for
resale in this registration statement and the sale of such shares
can dilute the market price of our common stock and your return
on investment.

     The  sale of shares can have a negative impact on the  price
of  our  common  stock.  No predictions can be  made  as  to  the
effect,  if any, that sales of our shares by the selling security
holder  shares being registered will have on the market price  of
our common stock.  Nevertheless, sales of substantial amounts  of
our  common  stock, or the perception that such sales may  occur,
could reduce our market price.

Possible Future Issuances of Common Stock Will Have a Dilutive
Affect on Existing Shareholders

     The Company is authorized to issue up to 200,000,000 Shares
of common stock.  As of December 31, 2002, there are 75,364,137
shares of common stock issued and outstanding.  Additional
issuances of common stock may be required to raise capital, to
acquire stock or assets of other companies, to compensate
employees or to undertake other activities without stockholder
approval.  These additional issuances of common stock will
increase outstanding shares and further dilute stockholders'
interests.  Because our common stock will be subject to the
existing rules on penny stocks, the market liquidity for and
value of our securities can be severely adversely affected.



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/9/


ITEM 2.  DESCRIPTION OF PROPERTIES.

     The Company's headquarters and facilities are located at 2
Penn Plaza, 15th Floor, Suite 1500-53, New York, New York 10121.
The CEO of CareDecision, Robert Cox, at no cost to the
corporation, is currently providing for these facilities.
Additionally, CareDecision has assumed the lease on the space
occupied by Medicius, approximately 2300 sq. feet, located at
2660 Townsgate Road, Suite 300, Westlake Village, CA.  As of
April 1, 2003 there are 17 months remaining on this lease at
$3,750.00 per month.  We do not have any proposed programs for
the renovation, improvement or development of our office space,
nor do we plan to relocate our offices in the foreseeable future.
If additional facilities are needed, management believes that
suitable expansion space is available to meet our future needs at
commercially reasonable terms.

ITEM 3.  LEGAL PROCEEDINGS.

  We were not subject in the year 2002, nor are we currently
subject to any legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

  Not applicable.



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/10/


                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

  A.   Market Information

     Our common stock, par value $0.001 per share, is traded on
the Over-the-Counter Bulletin Board (OTCBB) under the symbol "CDED."

     Our common stock began formal trading on the OTCBB February 8,
2002.  The following table sets forth the high and low price for our
common stock on the OTCBB.

                                                             HIGH       LOW
  2002
  First Quarter (For the period Feb 8, 2002 to Mar 31, 2002)  .30       .06
  Second Quarter                                              .13       .03
  Third Quarter                                               .12       .03
  Fourth Quarter                                              .11       .03

     Our OTCBB quotations reflect inter-dealer prices, without
retail mark-ups, markdowns or commissions, and may not
necessarily represent actual transactions.

  B.   Holders

     As of December 31, 2002 there were 120 stockholders of record of our
Common Stock.

  C.   Dividends

     We have not paid cash dividends on our Common Stock and do not intend
to pay any cash dividends for the foreseeable future.



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/11/


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                   FORWARD LOOKING STATEMENTS

     The statements contained in this report that are not
historical facts are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act.  Forward-
looking statements are made based upon management's current
expectations and beliefs concerning future developments and their
potential effects upon the Company.  There can be no assurance
that future developments affecting the Company will be those
anticipated by management.  Actual results may differ materially
from those included in the forward-looking statements.

     Readers are also directed to other risks and uncertainties
discussed in other documents filed by the Company with the
Securities and Exchange Commission.  The Company undertakes no
obligation to update or revise any forward-looking information,
whether as a result of new information, future developments or
otherwise.

General

     CareDecision Corporation ("CareDecision"), a Nevada
corporation incorporated on March 2, 2001, is a developmental
stage company with a principal business objective to provide
enhanced information technology (IT) for physicians.  Our
software allows medical information to be provided within seconds
of its request at the point of the physician's clinical decision
making, either in the examining room or at bedside.  The software
systems, communication tools and suite of software applications
employed by CareDecision permits the office practice physician to
request critical patient medical and/or medication information
via the Web on a Microsoft Windows based Personal Digital
Assistant ("PDA") at, or prior to the point-of-care.

     The system captures and displays the requested information,
and overlays medical treatment protocols and medical step
therapies (steps and procedures Insurance companies issue for
treating illnesses a physician has not treated before), 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.

     The elements of our 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
CareDecision's 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-health products
and services.


/12/


Results of Operation

     Revenues.  In fiscal 2002, we generated $2,000 in revenue
compared to $0 revenue generated in 2001.  As a development stage
company, our efforts have been focused mainly on the development
of our software products.  We believe that our initial revenues
during our development stage will be primarily dependent upon our
ability to cost effectively and efficiently develop our software
systems, communication tools and suite of software applications.
Our priorities for the next 12 months of operations are to
continue to develop and market our products, to establish our
business through the use of the internet and though client
referrals.  Realization of increasing revenues for our software
products during the next fiscal year is vital to our plan of
operations.  There are no guarantees that we will be able to
compete successfully or that the competitive pressures we may
face will not have a material adverse effect on our business,
results of operations and financial condition.

     General and administrative expenses.  General and
administrative expenses were $77,712 in fiscal 2002 compared with
$4,974 in fiscal 2001.  General and Administrative expenses have
increased as we prepare to introduce our software products.

     Payroll expense.  Payroll expense consists primarily of
management and employee salaries.  In fiscal 2002 payroll expense
was $186,819 compared with $0 in fiscal 2001.  A management team
has been put in place to oversee the launch of our software
systems, communication tools and suite of software applications.
Management is focused on controlling payroll expenses until such
time as revenues are generated sufficient to increase the salary
paid to our executives.

     Professional fees.  Professional fees include fees paid to
our accountants and attorneys.  Our professional fees were
$171,852 in fiscal 2002 compared with $0 in fiscal 2001.  Our
professional fees were primarily due the merger that occurred
between our Company and Medicius, Inc.

     Consulting expense.  Our consulting expense was $1,319,482
in fiscal 2002 compared with $0 in fiscal 2001.  Our consulting
expenses were incurred in relation to the preparation of the
merger between our Company and Medicius, Inc., general business
management consulting, and services provided by specific experts
for software development or technology acquisition.

     Software development.  Software development costs were
$129,000 in fiscal 2002 compared with $0 in fiscal 2001.  This
represents the costs associated with the further development of
the software obtained through our merger with Medicius, Inc.

     Depreciation. Depreciation was $40,778 in fiscal 2002
compared with $0 in fiscal 2001.  This represents depreciation on
the assets of the Company.

     Total expenses.  We incurred total expenses for the year
ended 2002 of $1,925,643 compared with $4,974 in fiscal 2001.
Expenditures were primarily due to costs incurred for
professional and consulting fees, payroll expense and general and
administrative expenses.

     Net Loss.  The expenses incurred during fiscal 2002 has led
to a net operating loss of $1,923,643 and including total other
expenses of $46,515 we incurred a net loss of $1,970,158.  We
anticipated incurring this loss during our initial commencement
of operations until such time as we will realize increased
revenues from our s software systems, communication tools and
suite of software applications in the fiscal year 2003.


/13/


Financial Condition and Liquidity

     Since inception, we have funded operations primarily through
notes issued and the net cash proceeds from private offerings of
our common stock.  At December 31, 2002, we had cash and cash
equivalents of $111,101 and total stockholders' equity of
$1,049,321, however we had negative working capital of $370,052.
The company expects that it will, from time to time, return to
the capital markets seeking additional equity capital or debt to
further our operations.  Thus, if cash generated from operations
in future periods is insufficient to satisfy our liquidity
requirements, we may sell additional equity or debt securities,
or through bank credit facilities.  The issuance of additional
equity or convertible debt securities could result in additional
dilution to our shareholders.

     Net cash used by operating activities during fiscal 2002 was
$603,899, which was primarily due to the net loss of $1,970,158
offset by shares issued for consulting services of $1,319,482.
As the Company had not yet begun operations in 2001, net cash
used by operating activities during fiscal 2001 was $0.

     Net cash provided by investing activities during fiscal 2002
and 2001 was $0.  As cash flow allow the Company may enter into
investing activities on a case by case basis should management
believe it prudent to do so.

     Net cash provided by financing activities was $715,000 in
fiscal 2002 comprised of $475,000 in increase in notes payable
and $240,000 received from the issuance of common stock.  Net
cash provided by financing activities was $0 during fiscal 2001.



         [balance of this page intentionally left blank]


/14/


ITEM 7.  FINANCIAL STATEMENTS.



                        TABLE OF CONTENTS


                                                                PAGE

INDEPENDENT AUDITOR'S REPORT                                     F-1

CONSOLIDATED BALANCE SHEET                                       F-2

CONSOLIDATED STATEMENTS OF OPERATIONS                            F-3

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY        F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS                            F-5

NOTES TO FINANCIAL STATEMENTS                                 F-6 to F-11


/15/


Beckstead and Watts, LLP
Certified Public Accountants
                                          3340 Wynn Road, Suite B
                                              Las Vegas, NV 89102
                                                     702.257.1984
                                                702.362.0540(fax)

                  INDEPENDENT AUDITORS' REPORT


Board of Directors
CareDecision, Inc. (formerly ATR Search Corporation)

We   have  audited  the  Balance  Sheets  of  CareDecision,  Inc.
(formerly  ATR Search Corporation) (the "Company") (A Development
Stage Company), as of December 31, 2002 and 2001, and the related
Statements  of Operations, Stockholders' Equity, and  Cash  Flows
for  the period June 21, 2001 (Date of Inception) to December 31,
2002.   These financial statements are the responsibility of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these financial statements based on our audit.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards  in  the United  States  of  America.   Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial  statement presentation.  An audit  also  includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement  presentation.  We believe  that  our  audit
provides a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  CareDecision,  Inc.  (formerly  ATR  Search  Corporation)  (A
Development Stage Company), as of December 31, 2002 and 2001, and
the  results of its operations and cash flows for the years  then
ended  and  for  the period June 21, 2001 (Date of Inception)  to
December   31,  2002,  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 have not commenced planned principal  operations.
This raises substantial doubt about its ability to continue as  a
going concern.  Management's plan 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.


/s/  Beckstead and Watts, LLP
April 4, 2003
                               F-1


/16/


                           CareDecision Corporation
                       [formerly ATR Search Corporation]
                         (a Development Stage Company)
                          Consolidated Balance Sheet


                                                             December 31,
  Assets                                                         2002
                                                             ------------
  Current assets:
     Cash and equivalents                                    $    111,101
     Loan to shareholder                                            9,576
     Notes receivable                                               5,376
                                                             ------------
       Total current assets                                       126,053
                                                             ------------
  Fixed assets, net                                               219,508

  Intellectual property, net                                    1,199,865

                                                             ------------
                                                             $  1,545,426
                                                             ============

  Liabilities and Stockholders' Equity

  Current liabilities:
     Notes payable                                           $    496,105
                                                             ------------
       Total current liabilities                                  496,105
                                                             ------------
  Stockholders' Equity

  Common stock, $0.001 par value, 200,000,000 shares
   authorized, 75,364,137 shares issued and outstanding            75,364
  Additional paid-in capital                                    3,045,839
  Treasury stock                                                  (96,750)
  (Deficit) accumulated during development stage               (1,975,132)
                                                             ------------
                                                                1,049,321
                                                             ------------

                                                             $  1,545,426
                                                             ============



The accompanying notes are an integral part of these financial statements.

                                      F-2


/17/


                           CareDecision Corporation
                       [formerly ATR Search Corporation]
                         (a Development Stage Company)
                     Consolidated Statements of Operations


                                    For the year ended       June 21, 2001
                                        December 31,        (inception) to
                                  ----------------------      December 31,
                                     2002        2001             2002
                                  ----------  ----------     -------------

Revenue                           $    2,000  $        -     $       2,000
                                  ----------  ----------     -------------

Expenses:
 General & administrative expenses    77,712       4,974            82,686
 Payroll expense                     186,819           -           186,819
 Professional fees                   171,852           -           171,852
 Consulting expense                1,319,482           -         1,319,482
 Software development                129,000           -           129,000
 Depreciation                         40,778           -            40,778
                                  ----------  ----------     -------------
   Total expenses                  1,925,643       4,974         1,930,617
                                  ----------  ----------     -------------
Net operating (loss)              (1,923,643)     (4,974)       (1,928,617)

Other income (expense):
 (Loss) on debt settlement           (25,925)          -           (25,925)
 Interest income                       2,230           -             2,230
 Interest (expenses)                 (22,820)          -           (22,820)
                                  ----------  ----------     -------------
Net (loss)                       $(1,970,158) $   (4,974)    $  (1,975,132)
                                  ==========  ==========     =============

Weighted average number of common
 shares outstanding - basic and   43,176,595  19,180,000
 fully diluted                    ==========  ==========

Net (loss) per share -            $    (0.05) $    (0.00)
 basic and fully diluted          ==========  ==========



The accompanying notes are an integral part of these financial statements.

                                      F-3


/18/


                           CareDecision Corporation
                       [formerly ATR Search Corporation]
                         (a Development Stage Company)
           Consolidated Statement of Changes in Stockholders' Equity


                                                       (Deficit)
                                                      Accumulated
                     Common Stock   Additional           During       Total
                                     Paid-in Treasury Development Stockholders'
                    Shares   Amount  Capital   Stock     Stage       Equity
                   -------- -------- --------- ------ -----------  ----------

Balance,         19,180,000 $ 19,180 $ 692,095 $    - $    (4,974)   $706,301
December 31,
2001

Shares issued     1,825,000    1,825   271,925                        273,750
for consulting
services

Shares issued       500,000      500    42,000                         42,500
for consulting
services

Rescinded shares (1,935,000)  (1,935)         (96,750)                (98,685)

Shares issued    32,968,863   32,969   733,162                        766,131
pursuant to
merger agmt

Shares issued     3,000,000    3,000   147,000                        150,000
for consulting
services

Shares issued     1,725,000    1,725    84,525                         86,250
for conv
preferred shares

Shares issued     2,000,000    2,000   138,000                        140,000
for consulting
services

Shares issued       950,000      950    41,800                         42,750
for consulting
services

Shares issued     6,327,737    6,328   310,059                        316,387
for consulting
services

Shares issued     2,539,574    2,540   197,460                        200,000
for cash

Shares issued     3,515,000    3,515   253,080                        256,595
for consulting
services

Shares issued     1,267,963    1,268    38,732                         40,000
for cash

Shares issued     1,500,000    1,500    96,000                         97,500
for consulting
services

Net (loss),                                            (1,970,158) (1,970,158)
year ended         -------- -------- --------- ------ -----------  ----------
December 31,
2002

                75,364,137 $75,364 $3,045,839 $(96,750) $(1,975,132) $1,049,321
                ========== ======= ========== ========  ===========  ==========


The accompanying notes are an integral part of these financial statements.

                                      F-4


/19/


                           CareDecision Corporation
                       [formerly ATR Search Corporation]
                         (a Development Stage Company)
                     Consolidated Statements of Cash Flows


                                    For the year ended       June 21, 2001
                                        December 31,        (inception) to
                                 ------------------------     December 31,
                                     2002        2001             2002
                                 -----------  -----------    -------------

Cash flows from operating
 activities
Net (loss)                       $(1,970,158) $    (4,974)   $  (1,975,132)
Shares issued for consulting       1,319,482            -        1,319,482
 services
Loss on debt settlement               25,925            -           25,925
Depreciation                          40,778            -           40,778
Adjustments to reconcile net
 (loss) to net cash (used) by
 operating activities:
  (Increase) in loan to               (9,576)           -           (9,576)
    shareholder
  (Increase) in notes receivable      (5,376)           -           (5,376)
  Increase (decrease) in accounts     (4,974)       4,974                -
   payable                       -----------  -----------    -------------
Net cash (used) by operating        (603,899)           -         (603,899)
 activities                      -----------  -----------    -------------

Cash flows from investing                  -            -                -
 activities                      -----------  -----------    -------------

Cash flows from financing
 activities
  Increase in notes payable          475,000            -          475,000
  Issuance of common stock           240,000            -          240,000
                                 -----------  -----------    -------------
Net cash provided by financing       715,000            -          715,000
 activities                      -----------  -----------    -------------

Net increase in cash                 111,101            -          111,101
Cash - beginning                           -            -                -
                                 -----------  -----------    -------------
Cash - ending                    $   111,101  $         -    $     111,101
                                 ===========  ===========    =============
Supplemental disclosures:
  Interest paid                  $         -  $         -    $           -
                                 ===========  ===========    =============
  Income taxes paid              $         -  $         -    $           -
                                 ===========  ===========    =============
Non-cash transactions:
  Number of shares issued for     19,617,737            -       19,617,737
   consulting services           ===========  ===========    =============



The accompanying notes are an integral part of these financial statements.

                                      F-5


/20/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes

Note 1 - Significant accounting policies and procedures

Organization
 The  Company  was  organized March 2, 2001 (Date  of  Inception)
 under   the  laws  of  the  State  of  Nevada,  as  ATR   Search
 Corporation.   On  June 21, 2002, the Company  merged  Medicius,
 Inc.  and  filed amended articles of incorporation changing  its
 name to CareDecision Corporation.

 The  Company  has  a  limited  history  of  operations,  and  in
 accordance with SFAS #7, the Company is considered a development
 stage company.

Cash and cash equivalents
 The  Company  maintains a cash balance in a non-interest-bearing
 account   that  currently  does  not  exceed  federally  insured
 limits.   For the purpose of the statements of cash  flows,  all
 highly  liquid  investments with an original maturity  of  three
 months  or  less  are considered to be cash equivalents.   There
 are no cash equivalents as of December 31, 2002.

Investments
 Investments  in  companies  over  which  the  Company  exercises
 significant  influence are accounted for by  the  equity  method
 whereby the Company includes its proportionate share of earnings
 and  losses  of  such  companies in earnings.   Other  long-term
 investments are recorded at cost and are written down  to  their
 estimated  recoverable amount if there is evidence of a  decline
 in value which is other than temporary.

Property, plant and equipment
 Property, plant and equipment are stated at the lower of cost or
 estimated  net recoverable amount.  The cost of property,  plant
 and  equipment  is  depreciated using the  straight-line  method
 based  on the lesser of the estimated useful lives of the assets
 or the lease term based on the following life expectancy:

                    Computer equipment         5 years
                    Vehicles                   5 years
                    Office furniture and fixtures   7 years

 Repairs  and maintenance expenditures are charged to  operations
 as  incurred.  Major improvements and replacements, which extend
 the  useful  life  of an asset, are capitalized and  depreciated
 over  the  remaining estimated useful life of the  asset.   When
 assets  are  retired or sold, the costs and related  accumulated
 depreciation  and amortization are eliminated and any  resulting
 gain or loss is reflected in operations.

Revenue recognition
 Revenue  from proprietary software sales that does  not  require
 further commitment from the company is recognized upon shipment.
 Consulting revenue is recognized when the services are rendered.
 License  revenue  is recognized ratably over  the  term  of  the
 license.   The  cost of services, consisting of  staff  payroll,
 outside  services,  equipment rental,  communication  costs  and
 supplies, is expensed as incurred.

Advertising costs
 The  Company  expenses  all  costs of advertising  as  incurred.
 There  were  no  advertising  costs  included  in  general   and
 administrative expenses as of December 31, 2002.

Use of estimates
 The  preparation  of  financial statements  in  conformity  with
 generally accepted accounting principles requires management  to
 make  estimates and assumptions that affect the reported amounts
 of  assets  and liabilities and disclosure of contingent  assets
 and  liabilities at the date of the financial statements and the
 reported  amounts of revenue and expenses during  the  reporting
 period.  Actual results could differ from those estimates.

                               F-6


/21/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes

Fair value of financial instruments
 Fair  value  estimates discussed herein are based  upon  certain
 market  assumptions  and  pertinent  information  available   to
 management  as  of  December 31, 2002.  The respective  carrying
 value   of   certain   on-balance-sheet  financial   instruments
 approximated  their  fair values.  These  financial  instruments
 include cash and accounts payable.  Fair values were assumed  to
 approximate  carrying values for cash and payables because  they
 are  short term in nature and their carrying amounts approximate
 fair values or they are payable on demand.

Impairment of long-lived assets
 The  Company  reviews  its  long-lived  assets  and  intangibles
 periodically to determine potential impairment by comparing  the
 carrying  value  of  the long-lived assets  with  the  estimated
 future cash flows expected to result from the use of the assets,
 including  cash flows from disposition. Should the  sum  of  the
 expected future cash flows be less than the carrying value,  the
 Company  would recognize an impairment loss. An impairment  loss
 would  be measured by comparing the amount by which the carrying
 value  exceeds  the  fair  value of the  long-lived  assets  and
 intangibles. There were no impairment losses recognized in 2002.

Reporting on the costs of start-up activities
 Statement  of Position 98-5 (SOP 98-5), "Reporting on the  Costs
 of   Start-Up  Activities,"  which  provides  guidance  on   the
 financial reporting of start-up costs and organizational  costs,
 requires  most  costs of start-up activities and  organizational
 costs  to  be  expensed as incurred.  SOP 98-5 is effective  for
 fiscal  years  beginning  after December  15,  1998.   With  the
 adoption of SOP 98-5, there has been little or no effect on  the
 Company's financial statements.

Loss per share
 Net  loss per share is provided in accordance with Statement  of
 Financial  Accounting  Standards No. 128 (SFAS  #128)  "Earnings
 Per  Share".   Basic  loss  per share is  computed  by  dividing
 losses  available to common stockholders by the weighted average
 number  of common shares outstanding during the period.   As  of
 December  31,  2002,  the Company had no dilutive  common  stock
 equivalents, such as stock options or warrants.

Dividends
 The Company has not yet adopted any policy regarding payment  of
 dividends.   No  dividends  have been  paid  or  declared  since
 inception.

Comprehensive Income
 SFAS  No.  130,  "Reporting Comprehensive  Income",  establishes
 standards for the reporting and display of comprehensive  income
 and its components in the financial statements.  The Company had
 no  items  of other comprehensive income and therefore  has  not
 presented a statement of comprehensive income.

Segment reporting
 The  Company follows Statement of Financial Accounting Standards
 No.  130,  "Disclosures  About Segments  of  an  Enterprise  and
 Related  Information."  The Company operates as a single segment
 and will evaluate additional segment disclosure requirements  as
 it expands its operations.

Income taxes
 The  Company follows Statement of Financial Accounting  Standard
 No.  109,  "Accounting for Income Taxes" ("SFAS  No.  109")  for
 recording  the provision for income taxes.  Deferred tax  assets
 and  liabilities are computed based upon the difference  between
 the  financial  statement and income tax  basis  of  assets  and
 liabilities using the enacted marginal tax rate applicable  when
 the  related  asset or liability is expected to be  realized  or
 settled.  Deferred income tax expenses or benefits are based  on
 the  changes  in  the  asset  or  liability  each  period.    If
 available  evidence  suggests that it is more  likely  than  not
 that some portion or all of the deferred tax assets will not  be
 realized,  a  valuation  allowance is  required  to  reduce  the
 deferred  tax assets to the amount that is more likely than  not
 to be realized.

                               F-7


/22/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes

 Future  changes in such valuation allowance are included in  the
 provision for deferred income taxes in the period of change.

 Deferred  income  taxes  may  arise from  temporary  differences
 resulting  from income and expense items reported for  financial
 accounting  and  tax  purposes in different  periods.   Deferred
 taxes  are  classified as current or non-current,  depending  on
 the  classification  of  assets and liabilities  to  which  they
 relate.  Deferred taxes arising from temporary differences  that
 are  not  related  to an asset or liability  are  classified  as
 current  or  non-current depending on the periods in  which  the
 temporary differences are expected to reverse.

Recent pronouncements
 In  July  2002,  the FASB issued SFAS No. 146,  "Accounting  for
 Costs  Associated  with  Exit  or  Disposal  Activities",  which
 addresses   financial   accounting  and  reporting   for   costs
 associated with exit or disposal activities and supersedes  EITF
 No.   94-3,   "Liability   Recognition  for   Certain   Employee
 Termination  Benefits  and  Other  Costs  to  Exit  an  Activity
 (including  Certain  Costs Incurred in a  Restructuring)."  SFAS
 No. 146 requires that a liability for a cost associated with  an
 exit  or  disposal activity be recognized when the liability  is
 incurred. Under EITF No. 94-3, a liability for an exit cost  was
 recognized  at  the date of an entity's commitment  to  an  exit
 plan.  SFAS  No. 146 also establishes that the liability  should
 initially   be  measured  and  recorded  at  fair   value.   The
 provisions of SFAS No. 146 will be adopted for exit or  disposal
 activities that are initiated after December 31, 2002.

 In  December 2002, the FASB issued SFAS No. 148, "Accounting for
 Stock-Based Compensation-Transition and Disclosure-an  amendment
 of   SFAS  No.  123."  This  Statement  amends  SFAS  No.   123,
 "Accounting   for   Stock-Based   Compensation",   to    provide
 alternative methods of transition for a voluntary change to  the
 fair  value based method of accounting for stock-based  employee
 compensation. In addition, this statement amends the  disclosure
 requirements  of  SFAS No. 123 to require prominent  disclosures
 in  both  annual  and  interim financial  statements  about  the
 method  of accounting for stock-based employee compensation  and
 the  effect of the method used on reported results. The adoption
 of  SFAS  No. 148 is not expected to have a material  impact  on
 the company's financial position or results of operations.

 In  November  2002, the FASB issued FASB Interpretation  ("FIN")
 No.  45, "Guarantors Accounting and Disclosure Requirements  for
 Guarantees,  Including Indirect Guarantees and  Indebtedness  of
 Others",  an  interpretation of FIN  No.  5,  57  and  107,  and
 rescission of FIN No. 34, "Disclosure of Indirect Guarantees  of
 Indebtedness  of  Others". FIN 45 elaborates on the  disclosures
 to  be made by the guarantor in its interim and annual financial
 statements  about its obligations under certain guarantees  that
 it  has issued. It also requires that a guarantor recognize,  at
 the inception of a guarantee, a liability for the fair value  of
 the  obligation undertaken in issuing the guarantee. The initial
 recognition  and  measurement provisions of this  interpretation
 are  applicable on a prospective basis to guarantees  issued  or
 modified after December 31, 2002; while, the provisions  of  the
 disclosure  requirements are effective for financial  statements
 of  interim  or annual periods ending after December  15,  2002.
 The  company  believes that the adoption of such  interpretation
 will  not  have a material impact on its financial  position  or
 results of operations and will adopt such interpretation  during
 fiscal year 2003, as required.

 In  January 2003, the FASB issued FIN No. 46, "Consolidation  of
 Variable  Interest  Entities", an interpretation  of  Accounting
 Research  Bulletin  No.  51. FIN No. 46 requires  that  variable
 interest  entities be consolidated by a company if that  company
 is  subject to a majority of the risk of loss from the  variable
 interest  entity's  activities  or  is  entitled  to  receive  a
 majority  of the entity's residual returns or both. FIN  No.  46
 also  requires disclosures about variable interest entities that
 companies  are  not  required  to consolidate  but  in  which  a
 company  has  a significant variable interest. The consolidation
 requirements  of FIN No. 46 will apply immediately  to  variable
 interest   entities  created  after  January   31,   2003.   The
 consolidation  requirements will apply to  entities  established
 prior  to  January 31, 2003 in the first fiscal year or  interim
 period   beginning   after  June  15,   2003.   The   disclosure
 requirements  will  apply  in  all financial  statements  issued
 after  January  31, 2003. The company will begin  to  adopt  the
 provisions  of  FIN  No. 46 during the first quarter  of  fiscal
 2003.

                               F-8


/23/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes
Stock-Based Compensation
 The  Company  accounts for stock-based awards  to  employees  in
 accordance  with  Accounting Principles Board  Opinion  No.  25,
 "Accounting   for  Stock  Issued  to  Employees"   and   related
 interpretations and has adopted the disclosure-only  alternative
 of  SFAS  No.  123,  "Accounting for Stock-Based  Compensation."
 Options granted to consultants, independent representatives  and
 other  non-employees  are accounted for  using  the  fair  value
 method as prescribed by SFAS No. 123.

Year end
 The Company has adopted December 31 as its fiscal year end.

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 June 21, 2001 (inception) through the year ended
December  31,  2002 of $(2,009,532). 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
 Fixed assets consists of the following:

                                       December 31, 2002
                                       -----------------
     Computer and office equipment     $         260,286

     Less accumulated depreciation               (40,778)
                                       -----------------
     Total                             $         219,508
                                       =================

Depreciation expense totaled $40,778 for the year ended December
31, 2002.

Note 4 - Notes receivable

On  January  15,  2002, Medicius loaned an  officer  a  total  of
$15,000  which is due in one year at an interest rate of  8%  per
annum.   At the close of the merger this note was assumed by  the
Company.

Interest income totaled $2,230 during the year ended December 31,
2002.

Note 5 - Intellectual property

During  the  year  ended December 31, 2002, the Company  acquired
Intellectual  Property  from  CareDecision.net,  Inc,  a  private
stockholder owned corporation that completed several transactions
the  Company.   As  a  result  of the  merger  and  the  acquired
intellectual   property,  two  of  the   beneficial   owners   of
CareDecision.net  are  now  beneficial  owners  of  the  Company.
Pursuant to the agreement, the Company

                               F-9


/24/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes

paid  CareDecision.net,  Inc. the sum of  $187,500  with  700,000
shares  of the Company's $0.001 par value preferred stock. During
the   year  ended  December  31,  2002,  CareDecision.net,   Inc.
converted  its  preferred  stock into  1,725,000  shares  of  the
Company's $0.001 par value common stock.

Note 6 - Notes payable

On  January  15,  2002, the Company received $40,000  from  Keith
Berman,  a  beneficial owner of the Company,  which  was  due  on
December  31,  2003 and accrues interest at 8%  per  annum.   The
principal  and accrued interest were convertible  at  a  rate  of
$0.10 per share.  During September 2002, Mr. Berman converted his
$40,000 loan plus interest into 1,267,963 shares of the Company's
$0.001 par value common stock.

On  April 23, 2002, the Company was loaned $475,000 from M and  E
Equities,  LLC.  The loan is due in full on April 23,  2004,  and
bears  interest  at  a rate of 9% per annum.  The  principal  and
interest  of  the note are convertible into five  shares  of  the
Company's $0.001 par value common stock for each $1 of debt.  The
note  is  secured  by  all the assets of  the  Company  including
accounts  receivable,  inventory, fixed  assets,  and  intangible
assets.

During  the year ended December 31, 2002, the Company recorded  a
total  of  $62,573  from various entities and  individuals.   The
notes  are due on demand and accrue interest of $1,715 at a  rate
of 8%.  During the year ended December 31, 2002, the note-holders
converted their debt and accrued interest into 664,644 shares  of
the Company's $0.001 par value common stock.

The  Company recorded interest expense of $22,820 during the year
ended December 31, 2002.

Note 7 - Income taxes

The  Company  accounts  for  income  taxes  under  Statement   of
Financial  Accounting Standards No. 109, "Accounting  for  Income
Taxes"  ("SFAS  No. 109"), which requires use  of  the  liability
method.    SFAS  No.  109 provides that deferred tax  assets  and
liabilities are recorded based on the differences between the tax
bases  of  assets and liabilities and their carrying amounts  for
financial   reporting   purposes,  referred   to   as   temporary
differences.  Deferred tax assets and liabilities at the  end  of
each  period are determined using the currently enacted tax rates
applied  to  taxable income in the periods in which the  deferred
tax  assets  and  liabilities  are  expected  to  be  settled  or
realized.

The  provision for income taxes differs from the amount  computed
by  applying  the  statutory federal income tax  rate  to  income
before  provision for income taxes.  The sources and tax  effects
of the differences are as follows:

               U.S federal statutory rate          (34.0%)

               Valuation reserve                    34.0%
                                                    -----
               Total                                   -%
                                                    =====

As  of  December  31, 2002, the Company has a net operating  loss
carry  forward of approximately $2,010,000.  The related deferred
asset has been fully reserved.

Note 8 - Stockholder's equity

The Company issued a total of 32,968,863 shares of its $0.001 par
value  common stock pursuant to its reverse merger with Medicius,
Inc.  whereby each shareholder received three Company shares  for
every one Medicius, Inc. share held.

                              F-10


/25/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes

The  Company  issued  1,725,000 shares of its  $0.001  par  value
common  stock to CareDecision.net, Inc. pursuant to its  election
to  convert  700,000  shares of the Company's  $0.001  par  value
preferred stock into common stock.

The  Company  issued  2,539,574 shares of its  $0.001  par  value
common stock for cash totaling $200,000.
The  Company  issued  1,267,963 shares of its  $0.001  par  value
common  stock  to  an officer of the Company  for  cash  totaling
$40,000.

The  Company  issued 19,617,737 shares of its  $0.001  par  value
common  stock to various individuals and entities for  consulting
services  valued  at  $1,405,732, the fair market  value  of  the
underlying shares on the dates of issuance.

The  Company rescinded 1,935,000 shares of its $0.001  par  value
common stock into treasury stock at a value of $98,685, the  fair
market value of the shares on the date of rescission.

There have been no other issuances of common stock.

Note 9 - Related party transactions

The  Company  received equipment in the amount  of  $27,857  from
Keith Berman, a beneficial owner of the Company.

The Company acquired Intellectual Property from CareDecision.net,
Inc,  a  private  stockholder  owned corporation  that  completed
several transactions the Company.  As a result of the merger  and
the  acquired intellectual property, two of the beneficial owners
of  CareDecision.net are now 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.  CareDecision.net,  Inc.  then
elected to convert its preferred shares into 1,725,000 shares  of
the Company's $0.001 par value common stock.

The  Company  received  $40,000 from Keith Berman,  a  beneficial
owner  of  the  Company, due on December 31,  2003  and  accruing
interest  at  8% per annum.  During the year ended  December  31,
2002,  Mr. Berman elected to convert the note plus interest  into
1,267,963 shares of the Company's $0.001 par value common stock.

Note 10 - Warrants

The  Company  issued 5,540,795 Class A non-callable  warrants  to
Medicius, Inc. shareholders pursuant to the merger agreement (see
Note  11  below).  Each Class A warrant unit is exercisable  into
one share of the Company's $0.001 par value common stock at $0.04
per  share plus 0.5 Class C warrants.  The Class A warrant  units
expire on June 30, 2005.

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 MED 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  continuing company has retained December 31  as  its  fiscal
year end.

                              F-11


/26/


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES

     We have had no disagreements with our independent
accountants.



         [balance of this page intentionally left blank]


/27/


                            PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The name, age, position and date of appointment of the
Company's directors and executive officers are as follows:

     Name          Age               Position(s)                Appointed
---------------  -------  ---------------------------------   -------------

 Robert L. Cox     43     President, Secretary and Director   March of 2001

 Keith Berman      49          Treasurer and Director        January of 2003

 William Lyons     49                 Director               January of 2003

Robert Jagunich    56                 Director               January of 2003

     Robert L. Cox, President, Secretary and Director - and
founder of ATR Search Corp. (now CareDecision), was the Chief
Executive Officer, President and Director of Tower Realty Trust,
Inc., a publicly traded Real Estate Investment Trust ("REIT").
Prior to holding the positions of CEO and President, since 1995
Mr. Cox served as the Executive Vice President and Chief
Operating Officer of Tower Equities until October of 1997, when
Tower Equities became a public company (Tower Realty Trust,
Inc.).  Prior to that, Mr. Cox served as Vice President of
Development and Construction of Tower Equities from March 1987
to March 1995, where his main responsibilities included
supervising all of Tower Equities' development and construction
projects.  Mr. Cox is a graduate of Florida State University.

     Keith Berman, Treasurer and Director - has over 22 years
experience in healthcare with such companies as Technicon
Corporation and Boehringer-Mannheim Corporation, and in the last
15 years providing healthcare software including intranet and
Internet systems. Mr. Berman was the founder of Cymedix, the
operating division of public Medix Resources, Inc. (MXR).  Mr.
Berman received a BA and MBA from Indiana University.

     William Lyons, Director - has over 20 years experience in
healthcare endeavors, and for the past fifteen years has
concentrated on medical communications and medical IT. Mr. Lyons,
former President of Cybear, Inc. (CYBA) and an  original member
of the management team at AllScripts (MDRX), manages the
company's sales and marketing efforts.  Mr. Lyons received a BA
from St. Michael's College and an MBA from Pace University.

     Robert Jagunich, Director - has as a director of Cymedix
Corporation, the operating entity of Medix Resources, Inc.
(AMEX:MXR), from April 1996 through December 1997.  Mr. Jagunich
has 27 years of experience in the medical systems and device
industry.  Recently, he has held the position of President at
new Abilities Systems, a privately-held manufacturer of advanced
electronic systems used in rehabilitation.  He also consults to
companies such as Johnson and Johnson and has served as a senior
executive in such publicly-held companies as Laserscope and
Acuson.  He received his B.S., M.S. and M.B.A. from the
University of Michigan.


/28/


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Company's equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent stockholders are
required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.  To the Company's knowledge,
based solely on review of the copies of such reports furnished to
the Company and written representations that no other reports
were required during the fiscal year ended December 31, 2002, its
officers, directors and greater than ten percent beneficial
owners complied with all Section 16(a) filing requirements.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table discloses compensation paid during the
fiscal year ended December 31, 2002 to (i) the Company's Chief
Executive Officer, and (ii) individual(s) who were the only
executive officers, other than the Chief Executive Officer,
serving as executive officers at the end of 2002 whose total
salary and bonus exceeded $100,000 (the "Named Executive
Officers").

                   SUMMARY COMPENSATION TABLE

                                   ANNUAL
                                COMPENSATION         ALL OTHER
NAME AND PRINCIPAL            SALARY     BONUS      COMPENSATION
     POSITION        YEAR      ($)        ($)           ($)
     --------        ----      ---        ---           ---

Robert L. Cox        2002     30,000       0             0
President, CEO       2001    100,000       0             0

   STOCK OPTIONS GRANTED IN LAST FISCAL YEAR

     During the fiscal years ended December 31, 2002 and 2001, we
did not grant any options to our Chief Executive Officer.  During
fiscal 2002 and 2001, our Chief Executive Officer did not
exercise any options.

   EMPLOYMENT AGREEMENTS

     No such agreement(s) exists between any executive and the Company.

  COMPENSATION OF DIRECTORS

     Our only directors are the current executive officers that
are already drawing salaries for the management of our Company.
They are reimbursed for reasonable expenses incurred in
connection with attendance at meetings of the Board and of
Committees of the Board; however, they do not receive any
additional compensation for their services as directors.
Accordingly, it may be necessary for us to compensate newly
appointed directors in order to attract a quality governance
team.  At this time the Company has not identified any specific
individuals or candidates nor has it entered into any
negotiations or activities in this regard.


/29/


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth certain information as of
December 31, 2002 with respect to the beneficial ownership of the
Company's Common Stock by: (i) all persons known by the Company
to be beneficial owners of more than 5% of the Company's Common
Stock, (ii) each director and Named Executive Officer, and (iii)
by all executive officers and directors as a group.  Based on
75,364,137 shares outstanding as of December 31, 2002, 5% of the
Company's Common Stock is 3,768,207 shares.

                               COMMON STOCK
                               ------------

                                    Shares                  Percentage of
       Name and Address        Beneficially Owned        Shares Outstanding
  -------------------------    ------------------        ------------------

        Anfel Trading1              4,206,531                   5.58%
       505 Park Avenue
      New York, NY 10022

         Keith Berman2              6,383,325                   8.47%
        1623 Elmsford
      Westlake, CA 91361

        Robert L. Cox               1,123,861                   1.49%
     16 Wood Hollow Lane
    Fort Salonga, NY 11768

         Cede & Co.3               20,508,927                  27.21%
PO Box 222 Bowling Green Station
      New York, NY 10274

       Robert Jagunich              1,465,000                   1.94%
     765 Christine Drive
     Palo A lot, CA 94303

        William Lyons               2,792,224                   3.70%
      617 Joshhue Court
     Naperville, IL 60540
                               ------------------        ------------------
  Total ownership by our           11,764,410                  15.60%
  officers and directors
   (four individuals)

Footnotes
  1.   The principal executive officer of Anfel Trading is Jackie Bronner.
  2.   Certificate number 1329 in the amount of 848,768 shares and
       certificate number 1395 in the amount of 1,267,963 shares of the
       Company's common stock were transferred to a non-related
       individual on October 16, 2002, however, these certificates were
       lost in transit and were not recovered until March 2003.
       Therefore, Mr. Berman's holdings as reflected on the Company's
       December 31, 2002 certified shareholder list is overstated by a
       total of 2,116,731 shares.
  3.   Cede & Co. is a clearing company.  Of the 35 individuals that have
       their securities on deposit, none own a position of more than 5% of
       the Common Stock of the Company.


/30/


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On May 5, 2001, the Company executed a promissory note with
Robert Cox, the president of the Company, in the amount of
$50,000.

     On May 24, 2001, the Company issued 150,000 shares of its
$0.001 par value common stock to Mary Lou Cox, mother of Robert
Cox, the Company's president, for consulting services valued at
$15,000.

     On January 15, 2002, Medicius loaned an officer a total of
$15,000 which is due in one year at an interest rate of 8% per
annum.  At the close of the merger this note was assumed by the
Company.

     On January 15, 2002, the Company received $40,000 from Keith
Berman, a beneficial owner of the Company, which was due on
December 31, 2003 and accrues interest at 8% per annum.  The
principal and accrued interest were convertible at a rate of
$0.10 per share.  During September 2002, Mr. Berman converted his
$40,000 loan plus interest into 1,267,963 shares of the Company's
$0.001 par value common stock.

     During 2002, the Company received equipment in the amount of
$27,857 from Keith Berman, a beneficial owner of the Company.

     The Company acquired Intellectual Property from
CareDecision.net, Inc, a private stockholder owned corporation
that completed several transactions with the Company.  As a
result of the merger and the acquired intellectual property, two
of the beneficial owners of CareDecision.net are now 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.
CareDecision.net, Inc. then elected to convert its preferred
shares into 1,725,000 shares of the Company's $0.001 par value
common stock.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits:

  A  list of exhibits required to be filed as part of this Annual
Report  is  set forth in the Index to Exhibits, which immediately
precedes such exhibits and is incorporated herein by reference.

(b)   Reports on Form 8-K

  The  Company has not filed any reports on Form 8-K  during  the
last quarter of the period covered by this Report.


/31/


                           SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                   CAREDECISION CORPORATION


Date: April 24, 2003
      --------------



                                   By: /s/ Robert Cox
                                       --------------
                                       Robert Cox,
                                       President/CEO, Secretary and Director





In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.



Date: April 24, 2003
      --------------



By: /s/ Robert Cox
    --------------
    Robert Cox,
    President/CEO, Secretary and Director (Principal Executive Officer)



Date: April 24, 2003
      --------------



By: /s/ Keith Berman
    ----------------
    Keith Berman,
    Treasurer/CFO and Director


/32/


                    CERTIFICATION PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

  I, Robert Cox, Chairman of the Board, President, Secretary and
Chief Executive Officer of CareDecision Corporation (the
"Registrant"), certify that:

  1.   I have reviewed this Annual Report on Form 10-KSB of the
  Registrant;

  2.   Based on my knowledge, this Annual 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 Annual
Report;

  3.   Based on my knowledge, the financial statements, and other
financial information included in this Annual 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 Annual Report;

  4.   As the Registrant's certifying officer, I am responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and I have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including any
          consolidated subsidiary, is made known to me by others within
          those entities, particularly during the period in which this
          Annual 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 Annual Report (the "Evaluation Date"); and

     c)   presented in this Annual Report, the Registrant's conclusions
          about the effectiveness of the disclosure controls and
          procedures based on our evaluation as of the Evaluation Date;

  5.   As the Registrant's certifying officer, 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


/33/


  6.   As the Registrant's certifying officer, I have indicated in
this Annual 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.


Dated: April 24, 2003

                              /s/ Robert Cox
                              -----------------------------
                              Robert Cox
                              CEO, President, Secretary and
                              Chairman of the Board


                    CERTIFICATION PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

  I, Keith Berman, Treasurer and CFO of CareDecision Corporation
(the "Registrant"), certify that:

  1.   I have reviewed this Annual Report on Form 10-KSB of the
Registrant;

  2.   Based on my knowledge, this Annual 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 Annual
Report;

  3.   Based on my knowledge, the financial statements, and other
financial information included in this Annual 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 Annual Report;

  4.   The Registrant's other certifying officer and me 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 Annual 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
               Annual Report (the "Evaluation Date"); and

          c)   presented in this Annual Report our conclusions
               about the effectiveness of the disclosure controls
               and procedures based on our evaluation as of the
               Evaluation Date;


/34/


  5.   The Registrant's other certifying officer 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

  6.The Registrant's other certifying officer and I have
indicated in this Annual 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.



Dated: April 24, 2003

                              /s/ Keith Berman
                              -----------------
                              Keith Berman
                              Treasurer and CFO


/35/


INDEX TO EXHIBITS

Exhibit Name and/or Identification of Exhibit
Number

  3    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)  Amended 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)  Amended Articles of Incorporation of the Company
          filed August 2, 2002. Incorporated by reference to the
          exhibits to the Company's December 31, 2002 Form 10-KSB
          previously filed with the Commission.
          (d)  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)


/36/