U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB
(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
     1934

For the quarterly period year ended         February 28, 2002
                                    --------------------------------------------

[  ] Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from                  TO
                               ----------------    -----------------------------

Commission file number                    0-14401
                       ---------------------------------------------------------

                            SANDATA TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Small Business Issuer as Specified in Its Charter)

                  Delaware                                       11-2841799
----------------------------------------       ---------------------------------
         (State or Other Jurisdiction of                     (I.R.S. Employer
         Incorporation or Organization)                     Identification No.)

               26 Harbor Park Drive, Port Washington, NY 11050
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 516-484-9060
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                `                SANDATA, INC.
--------------------------------------------------------------------------------
          (Former Name, Former Address and Former Fiscal Year,
                        if Changed Since Last Report)

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes        X               No
    ----------------           -------------

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

Yes                        No
     -------------             -------------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         The number of shares outstanding of the issuer's common stock, as of
April 10, 2002 was 2,481,808 shares.

         Transitional Small Business Disclosure Format  (check one):

Yes                        No       X
     -------------             --------------


<PAGE>


                                      INDEX

<TABLE>
<S>                                                                                           <C>
                                                                                                  Page

PART I        -       FINANCIAL INFORMATION

ITEM 1        -       FINANCIAL STATEMENTS:

                      CONDENSED CONSOLIDATED BALANCE                                                3
                      SHEETS as of February 28, 2002 (Unaudited)
                      and May 31, 2001 (Audited)

                      UNAUDITED CONDENSED CONSOLIDATED                                              5
                      STATEMENTS OF OPERATIONS for the three and
                      nine months ended February 28, 2002 and February 28, 2001

                      UNAUDITED CONDENSED CONSOLIDATED                                              6
                      STATEMENTS OF CASH FLOWS for the nine months
                      ended February 28, 2002 and February 28, 2001

                      NOTES TO CONDENSED CONSOLIDATED                                               7
                      FINANCIAL STATEMENTS

ITEM 2        -       MANAGEMENT'S DISCUSSION AND                                                  13
                      ANALYSIS OR PLAN OF OPERATION

PART II       -       OTHER INFORMATION                                                            17

ITEM 1        -       LEGAL PROCEEDINGS                                                            17

ITEM 2        -       CHANGES IN SECURITIES AND USE OF PROCEEDS                                    17

ITEM 3        -       DEFAULTS UPON SENIOR SECURITIES                                              17

ITEM 4        -       SUBMISSION OF MATTERS TO A VOTE OF SECURITY                                  17
                      HOLDERS

ITEM 5        -       OTHER INFORMATION                                                            17

ITEM 6        -       EXHIBITS AND REPORTS ON FORM 8-K                                             17

</TABLE>

<PAGE>


                         SANDATA, INC. AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<S>                                                            <C>                         <C>
                                                                         UNAUDITED                  AUDITED
                                                                        February 28,                 May 31,
                                                                            2002                      2001
                                                                       -------------                --------

ASSETS:
CURRENT ASSETS
         Cash and cash equivalents                                      $ 428,896                   $475,578
         Accounts receivable, net of allowance for doubtful
            accounts of $410,000 and $347,000 respectively              2,322,523                  2,160,675
         Receivables from affiliates                                      312,688                    802,787
         Inventories                                                       32,712                     35,993
         Prepaid expenses and other current assets                        299,629                    416,056
         Costs in excess of billings and estimated earnings
            on uncompleted contract                                       337,000
         Deferred income taxes                                            383,476                    274,470
                                                                       ----------                 ----------

TOTAL CURRENT ASSETS                                                    4,116,924                  4,165,559

FIXED ASSETS, NET                                                       6,873,446                  6,036,203

DEFERRED INCOME TAXES                                                      94,919                    335,773

OTHER ASSETS
         Notes receivable                                                  26,193                    117,262
         Cash surrender value of officer's life insurance,
            security deposits and other                                 1,053,392                    866,774
                                                                      -----------                -----------

TOTAL ASSETS                                                          $12,164,874                $11,521,571
                                                                      ===========                ===========


</TABLE>

            See Notes to Condensed Consolidated Financial Statements


<PAGE>


                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES


                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>                                                        <C>                      <C>
                                                             UNAUDITED                    AUDITED
                                                            February 28,                  May 31,
                                                               2002                        2001
                                                            ------------                 --------

LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES
         Accounts payable and accrued expenses                $1,705,651                $1,881,269
         Deferred/unearned revenue                               403,780                    31,069
         Deferred income                                         151,830                   296,560
                                                             -----------                ----------
TOTAL CURRENT LIABILITIES                                      2,261,261                 2,208,898

LONG TERM DEBT                                                 4,500,000                 3,850,000
DEFERRED INCOME                                                   31,713                   124,401
                                                             -----------                 ---------

TOTAL LIABILITIES                                              6,792,974                 6,183,299

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
         Common stock                                              2,482                     2,506
         Additional paid in capital                            5,765,766                 5,803,704
         Retained earnings                                     1,172,942                 1,051,721
         Notes receivable-officers                            (1,569,290)                1,519,659
                                                              -----------              -----------
(1,519,659)

TOTAL SHAREHOLDERS' EQUITY                                     5,371,900                 5,338,272
                                                             -----------               -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $12,164,874               $11,521,571
                                                             ============              ===========

</TABLE>


            See Notes to Condensed Consolidated Financial Statements


<PAGE>


            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

     <TABLE>
     <S>                        <C>                                             <C>            <C>
                                   THREE MONTHS ENDED                            NINE MONTHS ENDED
                                       february 28,                                 February 28,
                                   2002          2001                             2002        2001
                                   ----         -----                             ----        ----



REVENUES:
       Service fees             $4,275,727    $4,304,970                        $12,805,633    $13,257,225
       Other income                 80,444        93,793                            347,653        278,185
       Interest income              49,797        45,189                            128,236        140,708
                                ----------   -----------                        -----------    -----------
                                 4,405,968     4,443,952                         13,281,522     13,676,118
                                ----------    ----------                        -----------    -----------

COSTS AND EXPENSES:
       Operating                 2,346,442     2,314,056                        7,388,560        7,663,632
       Selling, general and
        administrative           1,118,258     1,355,707                        4,097,567        3,645,773
       Depreciation
        and amortization           460,721       686,021                        1,344,458        2,045,238
       Interest expense             36,119        60,149                          185,866          189,139
                               -----------    ----------                     ------------      -----------

TOTAL COSTS AND EXPENSES         3,961,540     4,415,933                       13,016,451       13,543,782
                               -----------    ----------                     ------------      -----------

EARNINGS FROM OPERATIONS
  BEFORE INCOME TAXES              444,428        28,019                          265,071          132,336

       Income tax expense          232,286        33,612                          143,848          120,831
                                ----------      ---------                     -----------   --------------

NET EARNINGS (LOSS)           $    212,142    $   (5,593)                   $     121,223           11,505
                              ============    ===========                     ===========   ==============

BASIC AND DILUTED EARNINGS
(LOSS)
PER SHARE     $                      0.09      $   (0.00)                        $   0.05         $   0.00

BASIC WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING       2,481,808       2,506,475                       2,498,343        2,506,475

DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING       2,481,808       2,506,475                       2,498,343        2,617,056



</TABLE>


            See Notes to Condensed Consolidated Financial Statements


<PAGE>


            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
     <table>
                
                                                               <c>
                                                                NINE MONTHS ENDED
                                                       February 28,          February 28,
                                                           2002                   2001
                                                        ------------          -----------
Cash flows from operating activities:
Net earnings                                              $121,223               $11,505
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
     Depreciation and amortization                       1,344,458             2,045,238
     Gain on disposal of fixed assets                       (4,309)             (122,956)
     Provision for doubtful accounts                        63,097                97,203
     Change in deferred income                             146,082              (135,333)
     Change in deferred revenue                            (10,789)              (15,816)
     Change in operating assets                           (288,386)             (299,445)
     Change in costs in excess of billings and
       estimated earnings on uncompleted contract         (337,000)                   --
     Change in operating liabilities                     (  43,765)             (212,888)
                                                       ------------             ---------

Net cash provided by operating activities                  990,611             1,367,508
                                                       -----------             ---------

Cash flows from investing activities:
       Purchases of fixed assets                        (2,177,392)           (2,865,340)
     Proceeds from sale/leaseback transaction                 ---                548,343
     Proceeds from (repayments of) receivables from
        affiliate, net                                     490,099              (287,061)
                                                        ----------           -----------
Net cash used in investing activities                   (1,687,293)           (2,604,058)

Cash flows from financing activities:
     Proceeds from note payable                            500,000               100,000
     Principal payments on note payable                   (500,000)             (100,000)
     Proceeds from line of credit                        2,900,000               800,000
     Principal payments on line of credit               (2,250,000)             (650,000)
                                                       -----------             ---------
Net cash provided by financing activities                  650,000               150,000
                                                        ----------             ---------

     Net decrease in cash and cash equivalents             (46,682)           (1,086,550)
     Cash and cash equivalents at beginning of period      475,578             1,229,718
                                                        ----------           -----------
     Cash and cash equivalents at end of period         $  428,896           $   143,168
                                                        ==========           ===========

</table>

            See Notes to Condensed Consolidated Financial Statements


<PAGE>





                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.       CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The  Condensed  Consolidated  Balance  Sheet as of February 28,  2002,  the
Condensed  Consolidated  Statements of  Operations  for the three and nine month
periods  ended  February  28,  2002  and  2001  and the  Condensed  Consolidated
Statements of Cash Flows for the nine month periods ended  February 28, 2002 and
2001 have been  prepared by Sandata  Technologies,  Inc. and  Subsidiaries  (the
"Company")  without audit. In the opinion of management,  all adjustments (which
include  only normal,  recurring  adjustments)  necessary to present  fairly the
financial  position as of February 28, 2002 and for all periods  presented  have
been made.

     For information  concerning the Company's significant  accounting policies,
reference  is made to the  Company's  Annual  Report on Form 10-KSB for the year
ended May 31, 2001. Results of Operations for the period ended February 28, 2002
are not necessarily  indicative of the operating  results  expected for the full
year.

New Accounting Pronouncements and Policies

     In October 2001, the Financial  Accounting  Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 144 ("SFAS No. 144"), "Accounting
for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses the
accounting  model for long-lived  assets to be disposed of by sale and resulting
implementation  issues.  This statement requires that those long-lived assets be
measured  at the  lower of  carrying  amount  or fair  value  less cost to sell,
whether  reported  in  continuing  operations  or  in  discontinued  operations.
Therefore,  discontinued operations will no longer be measured at net realizable
value or include  amounts for operating  losses that have not yet  occurred.  It
also broadens the reporting of discontinued operations to include all components
of an entity  with  operations  that can be  distinguished  from the rest of the
entity and that will be eliminated from the ongoing  operations of the entity in
a disposal transaction.  The Company will adopt SFAS No. 144 in the beginning of
fiscal  year  ending  May 31,  2003 and is still  evaluating  the  effect on the
Company's financial position.

Revenue Recognition

Long-Term Contracting

     The  Company  utilizes  long-term  contracts  and  recognizes  revenue  for
financial  statement  purposes  under the  percentage of completion  method and,
therefore,  takes into account the costs, estimated earnings and revenue-to-date
on contracts not yet completed.

     The amount of revenue  recognized  at the financial  statement  date is the
portion of the total contract price that the direct labor costs expended to date
bears to the anticipated total direct labor costs, based on current estimates of
costs to  complete.  Direct  labor  costs  include  all  direct  labor,  related
benefits,  and  subcontract  costs.  This  method  is  used  because  management
considers  direct  labor costs to be the best  available  measure of progress on
these contracts.

     Revisions  in  estimates  of  costs  and  earnings  during  the life of the
contracts are reflected in the accounting  period in which such revisions become
known. At the time a loss on a contract  becomes known, the entire amount of the
estimated loss is recognized in the financial statements.  Billings in excess of
estimated   costs  and  earnings  on  uncompleted   contracts  are  included  in
deferred/unearned revenue.

2.       RELATED PARTY TRANSACTIONS

     a. Pursuant to an agreement (the "Agreement") involving the Company, Nassau
County  Industrial   Development   Agency  ("NCIDA"),   BFS  Realty,   LLC  (the
"Affiliate") HSBC Bank USA (successor to Marine Midland Bank) and the U.S. Small
Business Administration ("SBA"), the Affiliate borrowed $3,350,000 in Industrial
Development  Revenue  Bonds (the  "Bonds")  to finance  the  acquisition  of the
Company's facility (the "Facility").

     Under the terms of the  Agreement,  the Company is jointly  and  separately
liable to the NCIDA for all obligations owed by the Affiliate to the NCIDA under
the lease  agreement  between NCIDA, as landlord,  and the Affiliate,  as Tenant
(the "Lease");  however,  the Affiliate has indemnified the Company with respect
to certain  obligations  relative  to the Lease and the  Agreement.  The Company
subleases  space  from the  Affiliate  (see  below).  The Bonds  currently  bear
interest at the rate of 9%, and the  outstanding  balance due on the Bonds as of
February 28, 2002 was $1,487,778.

     The Company has also entered into a $750,000 loan  agreement  with the Long
Island Development Corporation ("LIDC"),  under a guarantee by the SBA (the "SBA
Loan").  The SBA Loan was assigned to the Affiliate in November  1996;  however,
repayment of the SBA Loan is guaranteed by the Company and various  subsidiaries
of the Company.  The SBA Loan is payable in 240 monthly  installments of $6,255,
which  includes  principal and interest at a rate of 7.015%.  The balance of the
SBA Loan as of February 28, 2002 was $605,892.

     b. The Company derived  revenue from National  Medical Health Card Systems,
Inc.  ("Health  Card")  a  company  affiliated  with  the  Company's   Chairman,
principally  for data  base and  operating  system  support,  hardware  leasing,
maintenance and related  administrative  services.  The revenues  generated from
Health Card  amounted to  approximately  $68,000 and  $646,000  and $493,851 and
$1,754,430  for the three and nine months  periods  ended  February 28, 2002 and
2001,  respectively,  for various services.  In addition the Company resells its
telephone  services to Health Card.  The billings  for such  telephone  services
amounted  to  approximately  $124,000  and  $83,000  for the nine  months  ended
February  28, 2002 and 2001,  respectively  and are  recorded as a reduction  of
operating expense. The Company was owed $37,403 from Health Card at February 28,
2002.  Subsequent  to February  28,  2002,  the Company  received  approximately
$20,214 from Health Card.

     c. The Company makes lease and rent payments to affiliates of the Company's
Chairman.  The payments for leased equipment were made to P.W. Capital Corp. and
P.W. Medical  Management,  Inc., and were $64,198 and $216,638 for the three and
nine months  ended  February 28, 2002 as compared to $96,193 and 239,767 for the
three and nine months ended  February  28,  2001.  The payments for the Facility
were made to the Affiliate, and were $47,878 and $328,691 for the three and nine
months  ended  February  28, 2002 as compared to $124,002  and  $421,835 for the
three and nine months ended February 28, 2001.

     d. Medical Arts Office  Services,  Inc.  ("MAOS"),  of which the  Company's
Chairman  is  the  sole  shareholder,  provided  the  Company  with  accounting,
bookkeeping and paralegal services. For the three and nine months ended February
28, 2002 and 2001 the total  payments  made by the Company to MAOS were  $46,591
and $270,803, as compared to $96,193 and $239,767, respectively.

     e. The Company paid an aggregate of $13,661 and $42,529,  for the three and
nine months  ended  February 28, 2002 as compared to $18,751 and $50,395 for the
three and nine months ended February 28, 2001, on behalf of certain  officers to
companies  affiliated  with the  Company's  Chairman  for payment of  automobile
leases.

3.       DEBT NOTE

     Pursuant to the revolving credit agreement dated April 18, 1997, as amended
(the "Credit Agreement"),  between Sandsport, Inc., a wholly owned subsidiary of
the  Company  ("Sandsport"),  and  HSBC  Bank  USA (the  "Bank"),  the  Company,
Sandsport and its sister subsidiaries  (collectively,  the "Group") are required
to maintain  certain  levels of net worth and meet certain  financial  ratios in
addition to various other affirmative and negative covenants.  As of October 23,
2001 the Credit  Agreement  was  amended  with  respect to one of the  financial
ratios, at the Company's request.  As of February 28, 2002 the Group met the net
worth and financial ratios  requirements of the Credit  Agreement.  In the past,
the Group has failed to meet certain of the financial  ratios,  and the Bank has
granted  the  Group a  waiver.  There  can be no  assurance  that the Bank  will
continue to grant waivers if the Group fails to meet the net worth and financial
ratios in the future.  If such  waivers are not granted,  any loans  outstanding
under the Credit Agreement become immediately due and payable, which may have an
adverse effect on the Company's business,  operations or financial condition. As
of February  28,  2002,  the  outstanding  balance on the Credit  Agreement  was
$4,500,000;  on April 4, 2002, the outstanding  balance on the Credit  Agreement
was $3,800,000.

     On April 11, 2002, the Bank approved the extension of the termination  date
of the Credit Agreement to June 14, 2003 (from February 14, 2003).

4.       NET EARNINGS PER COMMON SHARE

     The Company  computes  earnings per share in accordance  with  Statement of
Financial  Accounting Standards No. 128 "Earnings per Share". Basic earnings per
share has been computed  using the weighted  average  number of shares of common
stock outstanding.

     Options  and  warrants to purchase  1,447,513  shares of common  stock were
outstanding  at February  28, 2002 and were not included in the  computation  of
diluted earnings per share because the exercise price of the options was greater
than the average market price of the common stock for the respective periods.

5.       SHAREHOLDERS' EQUITY

Stock Options

     On July 14, 1998, the Chairman,  certain officers,  directors, and a former
director  and  the  spouse  of an  officer  (who  is an  employee  of one of the
Company's wholly owned  subsidiaries),  exercised their  respective  options and
warrants to purchase an aggregate of 921,334  shares of Common Stock at exercise
prices  ranging  from  $1.38  to  $2.61  per  share  for an  aggregate  cost  of
$1,608,861.  Payment  for such  shares was made to the  Company in the amount of
$921  representing  the par value of the  shares,  and a portion  in the form of
non-recourse  promissory  notes due in July  2001,  with  interest  at eight and
one-half percent (8-1/2%) per annum, payable annually, and secured by the number
of shares acquired. On July 14, 2001, the Company agreed to extend the due dates
of such notes for one hundred  twenty days until  November 11, 2001. On November
9, 2001, the Company agreed to substitute full recourse  unsecured Notes for the
Notes it had  previously  accepted in  connection  with these option and warrant
exercises.  Such  notes  will bear  interest  at the rate of eight and  one-half
percent (8 1/2%) per annum, payable annually,  with the principal amount of each
such Note, plus any accrued and unpaid interest,  due and payable on November 9,
2004.

     As of December 1, 2001, the interest rate on the notes was changed to six
percent (6%) per annum, and the shares and note of the spouse of the officer
were both transferred to the officer. As of February 28, 2002 and 2001, the
outstanding balance on such notes, including principal and accrued but unpaid
interest, was $1,645,578 and $1,687,635, respectively.

6.       COMMITMENTS AND CONTINGENCIES

     In August of 1999,  the Company's  wholly-owned  subsidiary,  Sandsport was
named as a defendant in Greater Bright Light Home Care Services,  Inc. et al. v.
Joseph Jeffries-El, El Equity Corporation,  Sandsport Data Services, Inc. et al.
(Supreme Court of the State of New York, Kings County).  Sandsport's contractual
obligation  to  Greater   Bright  Light   involved  the  depositing  of  certain
government-issued  checks into a specific bank account.  Upon receiving  written
notification  from the agency issuing the checks to stop depositing them in that
account,  Sandsport  ceased  depositing  them. The plaintiff  brought the action
against Joseph Jeffries-El and El Equity, and El Equity  counterclaimed  against
the plaintiff,  each basing its claims on the financing  agreement between them.
El  Equity  also  cross-claimed  against  Sandsport,  asserting  that  Sandsport
converted the  government-issued  checks to its own use.  Although  Sandsport is
named  as a  defendant,  the  Complaint  seeks  no  affirmative  relief  against
Sandsport.  Co-defendant  Citibank has asserted  indemnification  claims against
Sandsport and all of the other  defendants.  Sandsport  disputes all  liability.
However,  the  Company is unable to  predict  the  outcome  of these  claims and
accordingly,  no  adjustments  have  been  made  in the  consolidated  financial
statements in response to these claims.

     An action was  commenced  against  the  Company and Health Card by a former
executive of Health Card, Mary Casale, who alleged that employees of both Health
Card and the Company engaged in sex  discrimination as to Ms. Casale,  and thus,
violated  Title VII of the Civil Rights Act of 1964. In February 2002 the matter
was withdrawn from the Equal Employment Opportunity Commission,  and was settled
without any effect on the financial statements of the Company.

7.       REVENUE BY PRODUCT LINE

     The Company derives its revenue from several product lines that are similar
in nature. The following table provides the service fee revenues for the product
lines earned for the three and  nine-month  periods ended  February 28, 2002 and
2001:

<TABLE>
<S>                                                                                <C>             <C>

                                                 For the three months ended          For the nine months ended
                                                         February 28,                        February 28,
                                                      2002               2001              2002             2001
                                                      ----               ----              ----             ----
Computerized information processing                $1,542,295        $1,554,706        $4,549,494       $4,494,550
Telephone-based data collection                     1,889,577         1,846,956         5,635,923        5,693,817
Technology infrastructure and outsourcing              90,457           480,360           711,876        1,483,410
Information technology                                752,614           422,232         1,768,093        1,583,416
Other                                                     784               716           140,247            2,032
                                                  -----------        ----------       -----------     ------------
                                                  $ 4,275,727        $4,304,970       $12,805,633      $13,257,225
                                                  ===========        ==========       ===========      ===========

</table>



8.       ECONOMIC DEPENDENCE

     A  significant  number of the  Company's  customers  (both  for-profit  and
not-for-profit  companies) receive some or all of their funding from Federal and
State  agencies.  These  customers'  contracts  with the  Company are subject to
review and approval by a New York City  governmental  agency.  For the three and
nine months ended  February 28, 2002, the Company  received  revenues from these
customers amounting to approximately  $2,647,000,  as compared to $2,711,000 and
$7,933,000  as  compared  to  $8,021,000,  for the three and nine  months  ended
February 28, 2001. The Company was owed approximately  $1,327,180 and $1,326,270
from these customers at February 28, 2002 and 2001, respectively.

9.        SUBSEQUENT EVENTS

NASDAQ Compliance

     By letter  dated  April 1,  2002,  NASDAQ  notified  the  Company  that the
Company's  Common Stock had failed to maintain a minimum  market value of public
float of $1,000,000 over the preceding 30 consecutive  trading days, as required
by NASDAQ rules (the "MVPF Rule").  The market value of public float ("MVPF") is
the dollar amount  determined by multiplying the closing bid price by the number
of outstanding shares of the Company's Common Stock excluding shares held by the
Company's  directors,  officers  and  beneficial  owners  of 10% or  more of the
Company's shares.  The Company has until July 1, 2002, to regain compliance with
the MVPF  Rule.  If at any  time  prior  to July 1,  2002,  the MVPF is at least
$1,000,000  for a minimum of 10  consecutive  trading days,  NASDAQ's staff will
determine if the Company  complies with the MVPF Rule. If the requirement is not
met by such date,  NASDAQ is required  to notify the Company  that it must begin
the process of delisting the Company's  Common Stock,  at which time the Company
will  determine  whether  to  request a hearing  on the  matter or pursue  other
options.




<PAGE>




                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management's Discussion and Analysis of
Financial Condition and Results of Operations

Results of Operations

     Revenues  were  $4,405,968  and  $13,281,522  for the three and nine months
ended February 28, 2002 as compared to $4,443,952 and  $13,676,118 for the three
and nine months ended February 28, 2001, an decrease of $37,984 and of $394,596,
respectively.  The decrease for the three month period is primarily attributable
to a  decrease  in service  fee  revenue  and other  income  derived  from sales
leasebacks  offset slightly by higher interest income.  The decrease in the nine
month period is attributable  to a decrease in SandataNet  sales revenues due to
the sale of certain contracts,  partially off-set by the purchase price received
for them and a decrease  in revenue  derived  from NMHC offset by an increase in
SandataNet consulting.

     Service fee revenues were $4,275,727 and $12,805,633 for the three and nine
months ended February 28, 2002 as compared to $4,304,970 and $13,257,225 for the
three and nine  months  ended  February  28,  2001 a decrease  of $29,243  and a
decrease of $451,592,  respectively. The decrease for the three month period was
primarily  attributable to a decrease in revenues derived from NMHC of $385,000,
and of revenues for  SandataNet of $55,000,  offset by an increase in SandataNet
consulting fees of $375,000 and Santrax $40,000. The decrease for the nine-month
period was primarily  attributable to a decrease in revenues  derived from Sharp
of $13,127,  Santrax of $57,894 outsourcing of $633,318,  offset by increases in
SandataNet of $184,677 and Pro-Health of $68,070 .

     Other  income for the three and nine  months  ended  February  28, 2002 was
$80,444 and $347,653, as compared to $93,793 and $278,185 for the three and nine
months ended February 28, 2001,  respectively.  The decrease for the three month
period is attributed to a decrease in revenue  recognized  from sales  leaseback
transactions.  The increase for the nine month period is primarily  attributable
to the sale of certain  customer  accounts from  SandataNet to a  non-affiliated
company in the amount of $79,000.

Expenses Related to Services

     Operating  expenses were $2,346,442 and,  $7,388,560 for the three and nine
months ended  February 28, 2002 as compared to $2,314,056 and $7,663,632 for the
three and nine months  ended  February  28,  2001,  an increase of $32,386 and a
decrease of $275,072,  respectively.  The increase for the three month period is
primarily  due to an increase in  purchases  for resale,  partially  offset by a
decrease in equipment rental expense.  Costs associated with payroll and related
expenses of $600,000  decreased,  office supplies decreased  $19,000,  telephone
expenses  decreased  $249,000,  and equipment rental expense decreased  $92,000.
These decreases were partially offset by an increase in maintenance contracts of
$25,000, building related expenses of $27,000, postage of $36,000, purchases for
resale of $ 433,000and an increase  reserve to allowance for doubtful account of
$159,000.

     Selling, general and administrative expenses were $1,018,258 and $4,097,567
for the three and nine months ended February 28, 2002, as compared to $1,355,707
and 3,645,773 for the three and nine months ended  February 28, 2001, a decrease
of $237,451  and an increase of  $451,794,  respectively.  The  decrease for the
three month period is primarily due to a decrease in legal expenses and decrease
in senior  management  salaries.  The  increase  for the  nine-month  period was
primarily  due to  increases  in sales  staff of  $194,000,  legal  expenses  of
$77,000, in addition to payroll and related expenses of $164,800 relative to the
increased efforts to increase sales in the SanTrax,  Outsourcing and Information
Technology product lines.

     Depreciation and amortization  expense  decreased  $225,300 and $700,780 to
$460,721 and $1,344,458 for the three and nine months ended February 28, 2002 as
compared to $686,021 and $2,045,238 for the three and nine months ended February
28, 2001, respectively. The decrease was primarily attributable to the reduction
in the assets base due to the impairment of developed  software that occurred in
the year ended May 31, 2001.

     Interest  expense was $36,119  and  $185,866  for the three and nine months
ended  February  28, 2002 as compared to $60,149 and  $189,139 for the three and
nine months ended  February 28, 2001.  The decrease for the quarter and the nine
month period was due to lower interest rates.

     On  August  9,  2001  the  Company  announced  that it had  terminated  the
employment  of  Stephen  Davies  as  President  of the  Company,  and  would  be
terminating  approximately  30 other  employees.  Under the terms of Mr. Davies'
Employment  Agreement,  he is entitled to a severance  payment  equal to six (6)
months' base salary,  or $100,000;  the 66,673  options that were vested on that
date have since expired.

Income Tax Expenses

     Income tax expense for the three and nine months  ended  February  28, 2002
was  $232,286  and  $143,848  as  compared  to income tax expense of $33,612 and
$120,831 for the three and nine months ended  February 28, 2001. The increase in
income tax expense for the three  months is due to an increase in pretax  income
in the current three month period.  The decrease of a deferred tax asset for net
operating  loss  carryforwards,  and a  reduction  of a deferred  tax  liability
associated with the different  recognition of software development costs for tax
and financial statement purposes.

Liquidity and Capital Resources

     The  Company's  working  capital  decreased  as of  February  28,  2002  to
$1,856,000,  as compared with  $1,957,000 at May 31, 2001.  The primary  factors
that contributed to the decrease were decreases in accounts payable of $176,000,
decreases in accounts  receivable  of $162,000,  receivable  from  affiliates of
$490,000, prepaid expenses of $116,000, and a decrease in cash of $47,000 offset
by  increases  of costs in  excess  of  billings  and  earnings  on  uncompleted
contracts  of  approximately  $337,000,  and  deferred  income of  approximately
$227,000.

     For the three and nine months ended  February 28, 2002,  the Company  spent
approximately  $617,000  and  $2,177,000  in  fixed  asset  additions,  of which
$559,000 and $1,837,000  respectively was for software  capitalization  costs in
connection with revenue growth and new product development.  The Company expects
the current levels of capital expenditures to continue.

     On July 14, 1998, the Chairman,  certain  officers,  directors and a former
director  and the  spouse  of an  officer  and an  employee  of  Sandsport  Data
Services, Inc. ("Sandsport"),  the Company's wholly owned subsidiary,  exercised
their respective options and warrants to purchase an aggregate of 921,334 shares
of Common Stock at exercise  prices ranging from $1.38 to $2.61 per share for an
aggregate cost of $1,608,861. Payment for such shares was made to the Company in
the amount of $921  representing  the par value of the shares,  and a portion in
the form of  non-recourse  promissory  notes due in July 2001,  with interest at
eight and one-half percent (8-1/2%) per annum, payable annually,  and secured by
the number of shares  exercised.  On July 14, 2001, the Company agreed to extend
the due dates of such notes for one hundred twenty days until November 11, 2001.
On November 9, 2001,  the Company agreed to substitute  full recourse  unsecured
Notes for the Notes it had previously  accepted in connection  with these option
and warrant  exercises.  Such notes will bear  interest at the rate of eight and
one-half percent (8 1/2%) per annum, payable annually, with the principal amount
of each such Note,  plus any  accrued  and unpaid  interest,  due and payable on
November 9, 2004.  As of December 1, 2001,  the  interest  rate on the notes was
changed to six percent (6%) per annum,  and the shares and note of the spouse of
the officer were both  transferred  to the officer.  As of February 28, 2002 and
2001, the outstanding balance on such notes, including principal and accrued but
unpaid interest, was $1,645,578 and $1,687,635, respectively.

     On April 18,  1997,  the  Company's  wholly  owned  subsidiary,  Sandsport,
entered into a revolving  credit  agreement (the "Credit  Agreement")  with HSBC
Bank USA, which allows  Sandsport to borrow  amounts up to $3,000,000.  Interest
accrues on amounts outstanding under the Credit Agreement at a rate equal to the
London Interbank  Offered Rate plus 2% and will be paid quarterly in arrears or,
at Sandsport's option,  interest may accrue at the Bank's prime rate. The Credit
Agreement requires Sandsport to pay a fee equal to 1/4% per annum payable on the
unused average daily balance of amounts under the Credit Agreement. In addition,
there are other  fees and  charges  imposed  based upon  Sandsport's  failure to
maintain certain minimum balances.  The Credit Agreement has been amended by the
Bank to permit  Sandsport to borrow amounts up to $4,500,000  until February 14,
2003.  Interest accrues at the same rate as the original Credit  Agreement.  The
indebtedness  under the  Credit  Agreement  is  guaranteed  by the  Company  and
Sandsport's  sister  subsidiaries  (the "Group").  All of the Group's assets are
pledged to the Bank as  collateral  for amounts due under the Credit  Agreement,
which pledge is secured by a first lien on all equipment owned by members of the
Group,  as well as a  collateral  assignment  of  $2,000,000  of life  insurance
payable on the life of the Company's Chairman.  The Group's guaranty to the Bank
was  modified to include  all  indebtedness  incurred  by the Company  under the
Credit Agreement.

     On April 11, 2002, the Bank approved the extension of the termination  date
of the Credit Agreement to June 14, 2003 (from February 14, 2003).

     In  addition,  pursuant to the Credit  Agreement,  the Group is required to
maintain  certain  levels  of net  worth and meet  certain  financial  ratios in
addition to various other affirmative and negative  covenants.  As of August 24,
2001,  Sandsport,  the Company and the other members of the Group, and the Bank,
entered  into the Third  Amendment  and Waiver  (the "Third  Amendment")  to the
Credit Agreement. Pursuant to the Third Amendment,  Sandsport's covenants to the
Bank to maintain a certain net worth and to maintain  certain  financial  ratios
were revised, on a going-forward  basis, and the noncompliance with the existing
covenants  was waived by the Bank.  In addition,  in  connection  with the Third
Amendment,  Sandsport and each member of the Group executed and delivered to the
Bank a Collective Amended and Restated Security Agreement, pursuant to which the
Bank's security  interest was extended to include a security  interest in all of
the personal and fixture  property of Sandsport,  the Company and the members of
the Group. On October 23, 2001 the Credit  Agreement was amended with respect to
one of the financial ratios, at the Company's  request.  As of February 28, 2002
the Group met the net worth and  financial  ratios  requirements  of the  Credit
Agreement.  In the past,  the Group has failed to meet certain of the  financial
ratios,  and the Bank has granted the Group a waiver.  There can be no assurance
that the Bank will  continue to grant waivers if the Group fails to meet the net
worth and financial ratios in the future.  If such waivers are not granted,  any
loans outstanding under the Credit Agreement become immediately due and payable,
which  may have an  adverse  effect on the  Company's  business,  operations  or
financial  condition.  As of February 28, 2002, the  outstanding  balance on the
Credit  Agreement  with the  Bank was  $4,500,000.  As of  April  4,  2002,  the
outstanding balance on the Credit Agreement was $3,800,000.

     The Company believes the results of its continued operations, together with
the  available  credit line,  should be adequate to fund  presently  foreseeable
working capital requirements.




<PAGE>





                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES



PART II - OTHER INFORMATION


Item 1 - LEGAL PROCEEDINGS:

     Reference is made to Note 6 to the Financial Statements  comprising Part I,
Item 1 of this Form 10-QSB.

Item 2 - CHANGES IN SECURITIES:

None

Item 3  - DEFAULTS UPON SENIOR SECURITIES:

None

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

None

Item 5 - OTHER INFORMATION:

None

Item 6  - EXHIBITS AND REPORTS ON FORM 8-K:

         (a)      Exhibits
                  None

         (b)      Reports on Form 8-K
                  None





<PAGE>



                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                   SANDATA TECHNOLOGIES, INC.
                                                   (Registrant)



 Date:April 12, 2002                               By: /s/ Bert E. Brodsky
                                                    -----------------------
                                                      Bert E. Brodsky
                                                      Chairman of the Board,
                                                      Chief Executive Officer,
                                                      Chief Financial Officer