UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

                     For the period ended November 30, 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 0-14401

                           SANDATA TECHNOLOGIES, INC.
              (Exact name of small business issuer in its charter)

           DELAWARE                                    11-2841799
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                              26 Harbor Park Drive
                               Port Washington, NY
                    (Address of principal executive offices)
                                      11050
                                   (Zip Code)

         Issuer's telephone number, including area code: (516) 484-4400

         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 PAST FIVE YEARS

         Check whether the issuer has 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 each of the issuer's classes of
common equity, as of January 12, 2003 was 2,481,808.

         Transitional Small Business Disclosure Format (check one):

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



<PAGE>


                   SANDATA TECHNOLOGIES INC. AND SUBSIDIARIES
                                      INDEX


<TABLE>
<S>                                                                                       <C>    <C>    <C>
                                                                                                          Page
                          PART I. FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements:
           Condensed Consolidated Balance  Sheets as of
           November 30, 2002 (Unaudited) and May 31, 2002  (Audited).......................................3

           Unaudited Condensed Consolidated Statements of Operations
            for the three and six months ended November 30, 2002 and November 30, 2001.....................4

           Unaudited Condensed Consolidated Statements of Cash Flows for
            the six months ended November 30, 2002 and November 30, 2001...................................5

           Notes to Condensed Consolidated Financial Statements (Unaudited)................................6


Item 2.  Management's Discussion and Analysis
          or Plan of Operation ...........................................................................15

Item 3.  Procedures and Controls..........................................................................19


                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings................................................................................20

Item 2.  Changes in Securities and Use of Proceeds........................................................20

Item 3.  Defaults Upon Senior Securities..................................................................20

Item 4.  Submission of Matters to a Vote of Security Holders..............................................19

Item 5.  Other Information................................................................................20

Item 6.  Exhibits and Reports on Form 8-K.................................................................21

              Signature...................................................................................22

              Certifications..............................................................................23
</TABLE>



<PAGE>

                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


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

                                                                               November 30, 2002       May 31, 2002
                                                                                 (unaudited)             (audited)
                           ASSETS
 CURRENT ASSETS:

 Cash and cash equivalents                                                      $     612,247         $  1,630,617
 Accounts receivable, net of allowance for doubtful accounts
  of $239,696 and $202,746 at 2002 and 2001, respectively                           2,112,025            2,182,963
 Receivables from affiliates                                                          270,178              280,297
 Notes receivable - officer                                                               --               100,000
 Inventories                                                                           87,552               45,342
 Prepaid expenses and other current assets                                            222,457              345,349
 Deferred income taxes                                                                214,099              207,595
                                                                                    ---------           ----------
         Total Current Assets                                                       3,518,558            4,792,163

 FIXED ASSETS, NET                                                                  6,481,560            6,820,596

 DEFERRED INCOME TAXES                                                                139,000              171,579

OTHER ASSETS
  Notes receivable                                                                     22,434               25,190
  Cash surrender value of officer's life insurance,
   security deposits and other assets                                               1,121,408            1,105,502
                                                                                   ----------           ----------
         Total Assets                                                             $11,282,960          $12,915,030
                                                                                  ===========          ===========


                                       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

  Accounts payable and accrued expenses                                           $  2,961,074          $ 2,781,550
  Deferred/unearned revenue - maintenance contracts                                     24,837               16,367
  Deferred income - sales-leaseback                                                     52,264              103,258
  Short-term debt                                                                    2,750,000                  --
                                                                                  ------------           ----------
         Total Current Liabilities                                                   5,788,175            2,901,175

LONG-TERM DEBT                                                                             --             4,500,000

DEFERRED INCOME                                                                            --                21,142
                                                                                   -----------           ----------
         Total Liabilities                                                           5,788,175            7,422,317
                                                                                   -----------           ----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
  Common stock, $.001 par value, 6,000,000 shares
   authorized; 2,481,808 shares issued and outstanding                                   2,482                2,482
  Additional paid in capital                                                         5,765,766            5,765,766
  Retained earnings                                                                  1,195,827            1,193,755
  Notes receivable - officers                                                       (1,469,290)          (1,469,290)
                                                                                   -----------          -----------
         TOTAL SHAREHOLDERS' EQUITY                                                  5,494,785            5,492,713
                                                                                   -----------          -----------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                $11,282,960          $12,915,030
                                                                                   ===========          ===========

</TABLE>


<PAGE>


                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

                                                                    Three Months Ended             Six Months Ended
                                                                        November 30,                November 30,

                                                                      2002          2001           2002         2001
                                                                      ----          ----           ----         ----
 REVENUES
  Service fees                                                    $3,906,524    $4,137,580     $8,305,350    $8,529,906
  Other income                                                        67,543       168,467        147,063       267,209
  Interest income                                                     41,514        44,843         85,090        78,439
                                                                   ---------     ---------      ---------     ---------
                                                                   4,015,581     4,350,890      8,537,503     8,875,554
COSTS AND EXPENSES
  Operating                                                        2,185,718     2,328,035      4,882,348     5,042,118
  Selling, general and administrative                              1,265,934     1,329,139      2,529,002     2,979,309
  Depreciation and amortization                                      510,378       455,875      1,009,880       883,737
  Interest expense                                                    32,096        72,068         77,851       149,747
                                                                   ---------     ---------      ---------     ---------
         TOTAL COSTS AND EXPENSES                                  3,994,126     4,185,117      8,499,081     9,054,911
                                                                   ---------     ---------      ---------     ---------
EARNINGS (LOSS) BEFORE INCOME TAXES                                   21,455       165,773         38,422      (179,357)
                                                                   ---------     ---------      ---------     ---------
            INCOME TAX EXPENSE (BENEFIT)                              12,253        81,741         36,350       (88,438)
                                                                   ---------     ---------      ---------     ---------

  NET INCOME (LOSS)                                                $   9,202      $ 84,032          2,072      $(90,919)
                                                                   =========      ========      =========      ========
EARNINGS PER SHARE OF COMMON STOCK:
  Basic income (loss) per share                                    $    0.00      $   0.03       $   0.00       $ (0.04)
                                                                   =========      ========       ========       =======
  Dilutive income (loss) per share                                 $    0.00      $   0.03           0.00       $ (0.04)
                                                                   =========      ========       ========       =======
  Basic weighted average common shares
    outstanding                                                    2,481,808     2,506,475      2,481,808     2,506,475
                                                                   =========     =========      =========     =========
  Dilutive weighted average common shares and
   common stock equivalents outstanding                            2,680,164     2,506,475      2,485,872     2,506,475
                                                                   =========     =========      =========     =========
</TABLE>

<PAGE>


                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED NOVEMBER 30,
<TABLE>
<S>                                                               <C>             <C>    <C>    <C>    <C>    <C>

                                                                                         2002               2001
                                                                                         ----               ----
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net Income (loss)                                                              $     2,072         $   (90,919)
   Adjustments to reconcile net income (loss) to net cash
         provided by operating activities:
         Depreciation and amortization                                              1,009,880             883,737
         Gain on disposal of fixed assets                                                  --              (4,309)
         Provision for doubtful accounts                                               36,950              41,719
         Recognition of deferred income                                               (72,137)           (163,278)
         Recognition of deferred revenue                                              (37,486)              2,612
         Deferred tax provision                                                        26,075             (88,438)
    (Increase) decrease in operating assets
          Accounts receivable                                                          33,988              66,902
          Receivables from affiliates                                                  10,119             388,005
          Inventories                                                                 (42,210)              2,235
          Prepaid expenses and other current assets                                   122,892             125,990
          Other assets                                                                (13,150)           (160,459)
    Increase (decrease) in operating liabilities
          Accounts payable and accrued expenses                                       179,524             183,697
          Deferred/unearned revenue                                                    45,957                  --
                                                                                   ==========           =========
NET CASH PROVIDED BY OPERATING ACTIVITIES                                          1,302,474           1,187,494
                                                                                   ==========           =========
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of fixed assets                                                        (670,844)         (1,560,506)
                                                                                   ----------          ----------

NET CASH USED IN INVESTING ACTIVITIES                                                (670,844)         (1,560,506)
                                                                                   ----------          ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments on note payable                                                    --            (500,000)
     Proceeds from note payable                                                            --             500,000
     Proceeds  from note receivable officer.                                          100,000                 --
     Proceeds from line of credit                                                     500,000           1,800,000
     Principal payments on line of credit                                          (2,250,000)         (1,150,000)
                                                                                   ----------           ---------

NET CASH (USED IN) PROVIDED BY FINANCING
 ACTIVITIES                                                                        (1,650,000)            650,000
                                                                                   ----------            --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                               (1,018,370)            276,988

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                      1,630,617             475,578
                                                                                    ---------             -------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD                                       $  612,247           $ 752,566
                                                                                     ========             =======
</TABLE>



<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 November 30,  2002,  the
Condensed  Consolidated  Statements of  Operations  for the three and six months
ended November 30, 2002 and 2001, and the Condensed  Consolidated  Statements of
Cash Flows for the six month periods ended  November 30, 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
November 30, 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, 2002. Results of operations for the period ended November 30, 2002
are not necessarily  indicative of the operating  results  expected for the full
year.

Selected Accounting Policies and New Pronouncements

Cash and Cash Equivalents

     The Company considers all short-term  investments with an original maturity
of  three  months  or less  to be cash  equivalents.  Due to the  nature  of its
operations,  the Company  deposits,  on a monthly  basis,  amounts in  financial
institutions for the payment of payroll liabilities for certain customers.  Such
amounts are reduced  when the Company  pays such  liabilities.  Such  reductions
generally  occur over five to ten  business  days.  At November  30,  2002,  the
Company had amounts on deposit for these liabilities of approximately  $676,000.
The Company has cash balances in banks in excess of the maximum  amount  insured
by the FDIC as of November 30, 2002.

     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.  SFAS No. 144 is  effective  for the  Company in fiscal
2003. The provisions of the  interpretations  that are applicable to the Company
were  implemented  on a  prospective  basis  as of June 1,  2002,  which  had no
material effect on the Company's financial statements.

     On April  30,  2002 the FASB  issued  SFAS  No.  145,  "Rescission  of FASB
Statements  No. 4, 44 and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections". SFAS No. 145 eliminates the requirement that gains and losses from
the  extinguishment  of debt be  aggregated  and, if material,  classified as an
extraordinary  item,  net of the  related  income tax effect and  eliminates  an
inconsistency between the accounting for sale-leaseback transactions and certain
lease   modifications   that  have   economic   effects   that  are  similar  to
sale-leaseback   transactions.   Generally,   SFAS  No.  145  is  effective  for
transactions  occurring after May 15, 2002. The adoption of this standard had no
material impact to the Company.

     SFAS No.  146,  "Accounting  for Costs  Associated  with  Exit or  Disposal
Activities"  ("SFAS  No.  146"),   provides  guidance  on  the  recognition  and
measurement  of  liabilities   for  costs   associated  with  exit  or  disposal
activities.  The provisions of this Statement are effective for exit or disposal
activities  that are initiated after December 31, 2002. The Company is currently
reviewing SFAS No. 146 to determine the impact upon adoption.

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) (the "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  Affiliate's  obligations
under the Lease were  guaranteed  by Mr.  Brodsky,  the Company,  Sandsport  and
others. The Affiliate's  obligations respecting repayment of the Bonds were also
guaranteed  by Mr.  Brodsky,  the  Company,  Sandsport  and  others.  The  Bonds
currently  bear interest at the rate of 9%, and the  outstanding  balance due on
the Bonds as of November 30, 2002 was $1,357,778.

     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 November 30, 2002 was $584,924.


     b. The Company derived  revenue from National  Medical Health Card Systems,
Inc.  ("Health  Card")  a  company  affiliated  with  the  Company's   Chairman,
principally  for  database  and  operating  system  support,  hardware  leasing,
maintenance and related administrative services. No revenues were generated from
Health Card for the three and six months ended  November 30, 2002.  The revenues
generated from Health Card amounted to approximately $581,000 and $1,211,000 for
the three and six months  ended  November  30,  2001 for  various  services.  In
addition the Company resells its telephone services to Health Card. The billings
for such telephone  services amounted to approximately  $10,000 and $121,000 for
the six months ended November 30, 2002 and 2001,  respectively  and are recorded
as a reduction of operating expense.  The Company was owed approximately  $3,000
from Health Card at November 30,  2002.  Subsequent  to November  30, 2002,  the
Company received approximately $3,000 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 approximately  $54,000 and $108,000 for
the three and six months ended  November  30, 2002 as compared to  approximately
$71,000 and $166,000 for the three and six months ended  November 30, 2001.  The
payments for the Facility  were made to the  Affiliate,  and were  approximately
$68,000 and  $136,000  for the three and six months  ended  November 30, 2002 as
compared to  approximately  $138,000  and  $281,000 for the three and six months
ended November 30, 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 legal services.  For the three and six months ended November 30,
2002 and 2001 the total payments made by the Company to MAOS were  approximately
$162,000 and $277,000,  as compared to  approximately  $135,000 and $224,000 for
the three and six months ended November 30, 2001.

3. DEBT

         Credit Agreement

     The  Company's  wholly-owned  subsidiary,  Sandsport  Data  Services,  Inc.
("Sandsport"),  has a revolving credit  agreement (the "Credit  Agreement") with
the Bank which allows Sandsport to borrow amounts up to $4,500,000 and is due on
June 14,  2003.  Interest  accrues  on  amounts  outstanding  under  the  Credit
Agreement at a rate equal to the London Interbank Offered Rate ("LIBOR") 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 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
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  the  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.  In  addition,  the
Company is restricted  in its ability to declare and pay  dividends  pursuant to
the Credit Agreement. The Group's guaranty to the Bank was subsequently modified
to include all  indebtedness  incurred by the Company  under the amended  Credit
Agreement dated August 24, 2001 (see below).

     On 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. As of November 30, 2002 the
Group failed to meet the working  capital  requirement of the Credit  Agreement,
and the Bank  granted  the Group a waiver.  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  certain  financial  covenants  in the  future.  The
outstanding  balance on the Credit  Agreement  with the Bank was  $2,750,000  at
November 30, 2002.

4. NET EARNINGS (LOSS) 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 have been computed  using the weighted  average number of shares of common
stock outstanding.

     During the three and six months ended November 30, 2002,  198,356 and 4,064
options and warrants to purchase  shares of common  stock,  were included in the
dilutive  earnings  per share  calculation.  Options  and  warrants  to purchase
486,213 and 1,356,713 shares of common stock, for the three and six months ended
November 30, 2002, respectively, were outstanding at November 30, 2002, were not
included in the  computation  of diluted  earnings per share because the options
were not in the money, during the aforementioned 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  Sandsport)
exercised  their  respective  options and  warrants to purchase an  aggregate of
921,334 shares of Common Stock.  The exercise  prices ranged 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  ("Non-recourse  Notes").
On July 14, 2001, the Company agreed to extend the due dates of the Non-recourse
Notes for one hundred  twenty  days.  On  November 9, 2001,  the due date of the
notes was extended to November 9, 2004 and the Company agreed to substitute full
recourse  unsecured notes ("Recourse  Notes") for the Non-recourse  Notes it had
previously  accepted.  The Recourse Notes bear interest at the rate of eight and
one-half percent (8 1/2%) per annum, payable annually, with the principal amount
of each Recourse Note, plus any accrued and unpaid interest,  due and payable on
November 9, 2004.

     Effective  December 1, 2001,  the interest  rate on the Recourse  Notes was
changed to six percent (6%) per annum,  and the shares and Recourse  Note of the
spouse of an officer were both transferred to the officer.

     During  the year ended May 31,  2002,  24,667  shares of common  stock were
surrendered by a former  director and an employee in settlement of  Non-recourse
Notes in the  amount of  $37,962.  As of  November  30,  2002 , the  outstanding
balance on Recourse Notes,  including principal and accrued but unpaid interest,
was $1,505,646. On August 22, 2003, the Chairman repaid $100,000 of his Recourse
Note.

6. COMMITMENTS AND CONTINGENCIES

         Litigation

     a. 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.

     b. On March 1, 2000,  Dataline,  Inc.  ("Dataline") began a lawsuit against
MCI WorldCom  Network  Services,  Inc. ("MCI") and the Company for alleged trade
libel and related  counts,  in the United States District Court for the Southern
District of New York. The court dismissed that lawsuit,  with prejudice,  on May
23, 2002. On May 4, 2001 MCI had brought a patent  infringement  lawsuit against
Dataline,  alleging that it was  infringing  three MCI patents,  under which the
Company  has an  exclusive  license in New York City.  Shortly  thereafter,  the
Company  joined  MCI in the suit  against  Dataline.  Pursuant  to a  Settlement
Agreement  dated  January  1, 2002 among MCI,  its  parent  (MCI  Communications
Corporation),  the Company, and Dataline, Dataline acknowledged the validity and
enforceability of the 3 MCI-owned patents that were the subject of the lawsuits.
There were no payments  from either MCI or the Company to  Dataline.  As part of
the settlement, Dataline agreed to pay the Company $100,000 in cash and issue an
8%  promissory  note  in the  amount  of  $721,000.  Due to the  uncertainty  of
realization of the note receivable, the Company is recognizing the income on the
note using the  installment  method of accounting.  For the three and six months
ended November 30, 2002, the Company has  recognized  approximately  $45,000 and
$90,000 respectively,  of income. In addition, Sandata and Dataline entered into
an Exclusive  Service  Agreement by which  Dataline  agreed to use the Company's
"call capture infrastructure" for all of Dataline's time and attendance systems,
and to pay  royalties to the Company for such use.  The terms of the  settlement
also included mutual releases.

     c. By letter dated June 26, 2002, a former employee of the Company asserted
claims for back wages of $410,000.  The letter,  from the  employee's  attorney,
also contained allegations of age discrimination and retaliatory discharge.  The
letter also  contained an offer of  settlement.  No formal  litigation  has been
started and the Company intends to pursue settlement  negotiations.  A provision
of  $200,000 is included in accrued  expenses  relating to the  asserted  claim,
which represents the Company's best estimate of costs to be incurred. The amount
of the ultimate cost may vary from this estimate.

     d.  For  description  of  the  going  private   transaction,   and  of  the
class-action lawsuits initiated in connection with such transaction, see Note 9.

Royalty Agreement

     The Company has been granted a license under certain of MCI's patents which
permits  the  Company  to  continue  to  market  and sell its  SANTRAX  time and
attendance verification product non-exclusively  nationwide,  and exclusively in
the home health care  industries  for the five New York  boroughs,  and that the
Company will pay MCI certain royalties, on a per call basis. The license remains
in  effect  until the last to expire  of  various  patents  held by MCI or until
October 19, 2010, whichever is later.


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 six month  periods  ended  November 30, 2002 and
2001:

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

                                                             For the three months ended     For the six months ended
                                                                    November 30,                    November 30,

                                                                   2002         2001            2002            2001
                                                                   ----         ----            ----            ----

Computerized information processing                          1,474,963      1,484,952       3,020,227       3,007,197
Telephone-based data collection                              2,134,823      1,854,195       4,220,712       3,746,346
Technology infrastructure and outsourcing                        9,453        213,553          20,602         615,845
Information technology                                         287,285        581,883       1,043,295       1,145,958
Other                                                             --            2,997             514          14,560
                                                            ----------     ----------      ----------      ----------
                                                            $3,906,524     $4,137,580      $8,305,350      $8,529,906
                                                            ==========     ==========      ==========      ==========
</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 months
ended  November  30, 2002 and 2001,  the Company  received  revenues  from these
customers amounting to approximately $2,762,000,  and $2,619,000,  respectively.
For the six months  ended  November  30,  2002 and 2001,  the  Company  received
revenues  from these  customers for  approximately  $5,599,000  and  $5,286,000,
respectively. The Company was owed approximately $1,568,000 from these customers
at November 30, 2002.

9. GOING PRIVATE TRANSACTION

     The Company entered into a Merger Agreement dated as of October 28, 2002 by
and among the Company,  Sandata  Acquisition  Corp.  and Bert E.  Brodsky,  Hugh
Freund and Gary Stoller. The Merger Agreement provides for the merger of Sandata
Acquisition Corp. with and into the Company,  with the Company continuing as the
surviving  corporation.  Prior  to the  effective  time of the  merger,  Messrs.
Brodsky,  Freund and Stoller and members of their immediate families have agreed
to contribute  all of the Company's  stock owned by them to Sandata  Acquisition
Corp. and at the effective  time of the merger,  (i) each share of the Company's
common stock, other than stock owned by Messrs.  Brodsky, Freund and Stoller and
members of their  immediate  families  and Sandata  Acquisition  Corp.,  will be
converted  into the right to receive the merger  consideration  of $1.91 in cash
and (ii) each outstanding  share of Sandata  Acquisition Corp. will be converted
into one share of common  stock of the  surviving  corporation.  Pursuant to the
Merger  Agreement,  all  outstanding  options to  purchase  common  stock of the
Company will be cancelled and converted into the right to receive a cash payment
equal to the  product  of the  number of shares  subject  to the  option and the
difference between the merger  consideration of $1.91 and the per share exercise
price of the option.  Under the Merger  Agreement,  options  held by the Messrs.
Brodsky,  Freund and  Stoller and members of their  immediate  families  will be
cancelled  and the holders of those  options will not be entitled to receive any
consideration.  The Board of Directors of the Company, acting upon the unanimous
recommendation  of  a  Special   Committee  of  the  Board,   comprised  of  two
non-management  directors who are not materially  interested in the transaction,
unanimously  approved the merger.  In reaching  its  decision to  recommend  the
merger to the full Board, the Special Committee received a fairness opinion from
the Committee's financial advisor, Brean Murray & Co., Inc.

     Completion  of the  merger is  subject  to  customary  closing  conditions,
including,  among others,  stockholder approval,  that no actions or proceedings
are pending seeking to prevent consummation of the merger and that no injunction
preventing the consummation of the merger is in effect.

     On September 11, 2002, a shareholder  of the Company filed a lawsuit in the
Delaware  Chancery  Court  against  the  Company and the members of its Board of
Directors.  (Eva Seitler v. Sandata Technologies,  Inc., Bert E. Brodsky, Ronald
L. Fish,  Martin  Bernard,  Hugh  Freund,  and Gary  Stoller,  Civil  Action No.
19886-NC).  The plaintiff  alleges that the defendants  breached their fiduciary
duties to the Company and the Company's  public  shareholders in connection with
Sandata  Acquisition  Corp.'s proposal to acquire all of the outstanding  public
shares of the Company.  The plaintiffs also allege, among other things, that the
directors  serving on the special  committee are not  independent,  and that the
merger  consideration  is inadequate.  The complaint seeks  certification of the
action as a class action,  both a preliminary and permanent  injunction  against
the proposed transaction, and rescission if it is not enjoined. On September 13,
another  shareholder of the Company filed a separate  lawsuit in the same court,
making substantially  identical allegations and seeking substantially  identical
remedies.  These actions were  consolidated by the Delaware Chancery Court in an
order dated October 22, 2002 (Civil Action No. 19886-NC).

     On December 23, 2002 the Company  entered into a nonbinding  Memorandum  of
Understanding  among the Company,  the members of its Board of Directors and the
plaintiffs in these actions.  Pursuant to the  Memorandum,  Sandata  Acquisition
Corp. agreed to increase its offer set forth in the Merger  Agreement,  to $2.21
for each outstanding share of Sandata common stock. The Memorandum also provides
for the  parties  to the  lawsuits  to use their  best  efforts  to agree  upon,
execute, and present to the Court a formal Stipulation of Settlement in order to
obtain  the  approval  of  the  Court  of  the  settlement  and  release  of the
consolidated actions. The parties agreed that the Stipulation of Settlement will
provide,  among other things,  (i) that Sandata  Acquisition Corp. will increase
its offer contained in the merger agreement to $2.21 per share of Sandata common
stock and (ii) for a complete  release  and  settlement  of all  claims  against
Sandata,  the  members  of  its  Board,  Sandata  Acquisition  Corp.  and  their
respective predecessors,  successors, assignees, parents, subsidiaries, counsel,
accountants,  attorneys,  affiliates,  agents  and  representatives,   including
without  limitation,  investment  banks or bankers or  commercial  banks and any
past,  present,  or future officers,  directors,  or employees of defendants and
their  predecessors,  successors,  assignees,  parents,  subsidiaries,  counsel,
accountants, attorneys, affiliates, agents and representatives, which have been,
or could have been,  asserted relating to Sandata  Acquisition Corp.'s proposal.
The Memorandum  further  provides that the parties to the  consolidated  actions
will petition the Court for final  certification  of a non-opt out class defined
as all  holders  of  Company  common  stock as of August 5,  2002,  through  and
including the closing date of the Merger Agreement.  The settlement contemplated
by the  Memorandum  is  subject to the  execution  of a formal  Stipulation  and
Settlement,  the consummation of the merger transaction with Sandata Acquisition
Corp. for $2.21 per share of Company  common stock,  final approval of the Court
of the settlement,  including certification of a class, and the dismissal of the
consolidated actions by the Court. The Memorandum also provides that, subject to
approval of the Court,  none of the defendants  will object to an application by
plaintiff's  counsel for attorneys' fees and expenses in an amount not to exceed
$60,000.  The  Company is unable to predict  the  outcome  of this  matter  and,
accordingly,  no  adjustments  have  been  made  in the  condensed  consolidated
financial statements in response to this matter.

 <PAGE>
                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES

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

Results of Operations

     Revenues were  $4,015,581 and $8,537,503 for the three and six months ended
November 30, 2002 as compared to $4,350,890 and $8,875,554 for the three and six
months ended  November 30, 2001, a decrease of $335,309 or 8% and $338,051 or 4%
respectively.  The  decreases  are primarily due to the decreases in service fee
revenue and other income.

     Service fee revenue for the three and six months  ended  November  30, 2002
was  $3,906,524  and $8,305,350 as compared to $4,137,580 and $8,529,906 for the
three and six months  ended  November 30, 2001 a decrease of $231,056 or 6%, and
$224,558 or 3% respectively. The decrease in service fee revenue is attributable
to  decreases  in  technology  infrastructure  and  outsourcing  of $204,100 and
$595,243,  information technology $294,598 and $102,663,  offset by increases in
telephone-based data collection of $280,628 and $474,336,  for the three and six
months ended November 30, 2002, respectively.

     Other  income  for the three and six months  ended  November  30,  2002 was
$67,543 and  $147,063 as compared to $168,467 and $267,209 for the three and six
months ended  November 30, 2001. The decrease is  attributable  to a decrease in
income recognized on sales/leaseback transactions.

Expenses Related to Services

     Operating  expenses were  $2,185,718  and  $4,882,348 for the three and six
months ended  November 30, 2002 as compared to $2,328,035 and $5,042,118 for the
three and six months  ended  November  30,  2001,  a decrease  of  $142,317  and
$159,770, respectively. Decreased equipment rentals and decreased payroll costs,
as  discussed  further  below,  are the  primary  reasons for the  reduction  in
operating expenses.

     Selling, general and administrative expenses were $1,265,934 and $2,529,002
for the three and six months ended  November 30, 2002, as compared to $1,329,139
and  $2,979,309 for the three and six months ended November 30, 2001, a decrease
of $63,205  and  $450,307,  respectively.  The  decrease is  primarily  due to a
decrease in payroll,  as discussed  further below,  partially offset by expenses
related to the Company going private (see Note 9).

     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,  and has 90 days from the date of termination
to exercise the 66,673 options that were vested on that date. The elimination of
approximately  30  positions  from  within  the  Company  and  its  subsidiaries
generated  approximately  $1.7  million  in  reduced  expenses  and  capitalized
software.  In  addition,  the Company  paid  approximately  $47,000 in severance
payments for approximately 30 terminated employees.

     Depreciation and amortization  expense were $510,378 and $1,009,880 for the
three and six months  ended  November  30,  2002 as  compared  to  $455,875  and
$883,737  for the three and six months  ended  November  30, 2001 an increase of
$54,503 and $126,143,  respectively.  The increase was primarily attributable to
the  write-off of  developed  software  that  occurred in the year ended May 31,
2001, which resulted in decreased  amortization  expense in last year's quarter,
as well as additional  fixed assets being amortized  during the six months ended
November 30, 2002.

     Interest expense was $32,096 and $77,851 for the three and six months ended
November  30, 2002 as compared  to $72,068  and  $149,747  for the three and six
months  ended  November  30,  2001.  The  decrease  was a  result  of  decreased
borrowings on the Company's Credit  Agreement,  and the decrease in the rate due
to market conditions.

Income Tax Expenses (Benefit)

     Income tax expense for the three and six months ended November 30, 2002 was
$12,253 and $36,350,  respectively,  as compared to income tax expense (benefit)
of $81,741 and ($88,438)  for the three and six months ended  November 30, 2001,
respectively.  The  increase  in income tax  expense  for the six  months  ended
November  30,  2002 as  compared to the six months  ended  November  30, 2001 is
primarily due to the decrease in the deferred tax asset.  The deferred tax asset
primarily  decreased due to the decrease in the net  operating  loss utilized in
the deferred tax  calculation.  The Company had taxable  income that  utilized a
portion of its net operating loss during the six months ended November 30, 2002.

Liquidity and Capital Resources

     The  Company  has a working  capital  deficit as of  November  30,  2002 of
$2,269,617,  as compared to working  capital of $1,890,988 at May 31, 2002.  The
primary  factor  is a  result  of net  repayments  of the  Credit  Agreement  of
$1,750,000 and the Credit  Agreement  becoming a short-term  liability  versus a
long-term liability, of which $2,750,000 is due in June 2003.

     For the three and six months ended  November 30,  2002,  the Company  spent
approximately $405,000 and $671,000 in fixed asset additions,  of which $228,000
and $457,000 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. During the year ended May 31, 2002, 24,667
shares of common stock were  surrendered by a former director and an employee in
settlement  of notes in the amount of $37,962.  As of  November  30,  2002,  the
outstanding  balance on such notes,  including  principal and accrued but unpaid
interest, was $1,505,646.

     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.  At November 30, 2002 the
Group failed to meet the working  capital  requirement of the Credit  Agreement,
and the Bank  granted the Group a waiver.  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.
Management  does not  anticipate  any  problems in  renewing  the line of credit
and/or negotiating  alternative debt financing. 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 November 30, 2002, the outstanding balance on the
Credit Agreement with the Bank was $2,750,000.

     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 TECHNOLIGIES, INC. AND SUBSIDIARIES

                         ITEM 3-PROCEDURES AND CONTROLS


     Within the 90 days prior to the date of this  report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  management,  primarily Bert Brodsky,  the Company's  Chief  Executive
Officer and Chief  Financial  Officer,  of the  effectiveness  of the design and
operation  of the  Company's  disclosure  controls  and  procedures  pursuant to
Exchange  Act Rule  13a-14.  Based  upon that  evaluation,  the Chief  Executive
Officer and Chief  Financial  Officer  concluded  that the Company's  disclosure
controls and procedures are effective.  There were no significant changes in the
Company's internal controls or in other factors that could significantly  affect
these controls subsequent to the date of their evaluation.


<PAGE>



                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES


PART II - OTHER INFORMATION


Item 1  - LEGAL PROCEEDINGS

     Reference is made to Notes 6 and 9 to the Condensed  Consolidated Financial
Statements comprising Part I, Item 1 of this Form 10-QSB.

Item 2  - CHANGES IN SECURITIES

     The Company's  ability to declare and pay dividends is restricted  pursuant
to the terms of a Revolving  Credit  Agreement  dated April 18, 1997 between the
company and HSBC Bank USA,  formerly Marine Midland Bank (the "Bank"),  and also
under the terms of the  Guaranty  Agreement  dated June 1, 1994 by and among the
Company  (as a  guarantor),  BFS  Realty,  LLC (an  affiliate  of the  Company's
Chairman), and the Bank (among others). The Guarantee Agreement was entered into
in  connection  with the  IDA/SBA  Financing  discussed  in Item 6 of the Annual
Report on Form  10-KSB  for the year ended May 31,  2002,  filed with the SEC on
August 27, 2002.

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

99.1     Certification Pursuant to Sarbanes Oxley Act, Section 302

99.2     Certification Pursuant to Sarbanes Oxley Act, Section 906

         (b) Reports on Form 8-K

                1.  Current Report on Form 8-K filed September 18, 2002
                    reporting under Item 5 the Company's acceptance of a
                    proposal to engage in a going private transaction, subject
                    to the conditions specified in the press release
                    comprising an Exhibit to the Report.

                2.  Current Report on Form 8-K filed November 4, 2002 reporting
                    under Item 5 that the Company entered into an Agreement
                    and Plan of Merger dated as of October 28, 2002 by and
                    between the Company, Sandata Acquisition Corp., Bert E.
                    Brodsky, Hugh Freund and Gary Stoller, subject to the
                    terms and conditions specified in the Merger Agreement and
                    press release comprising Exhibits to the Report.


<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: January 14, 2003                       By: /s/ Bert E. Brodsky
                                                     -----------------------
                                                     Bert E. Brodsky
                                                     Chairman of the Board,
                                                     Chief Executive Officer,
                                                     Chief Financial Officer


<PAGE>
                                                                   EXHIBIT 99.1

                                  CERTIFICATION

     I, Bert E. Brodsky,  Chief Executive  Officer and Chief Financial  Officer,
certify that:

     1. I have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Sandata
Technologies, Inc. and its Subsidiaries;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects  the  financial  condition,  results  of  operations  and cash flows of
Sandata  Technologies,  Inc.  and its  Subsidiaries  as of, and for, the periods
presented in this quarterly report.

     4. As both  Chief  Executive  Officer  and Chief  Financial  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 its consolidated
     subsidiaries,  is  made  known  to  me by  others  within  those  entities,
     particularly during the period in which this quarterly is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  my  conclusions  about  the
     effectiveness  of  the  disclosure  controls  and  procedures  based  on my
     evaluation as of the Evaluation Date;

     5. As both  Chief  Executive  Officer  and Chief  Financial  Officer I have
disclosed,  based on my 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. As both Chief  Executive  Officer and Chief  Financial  Officer,  I have
indicated in this quarterly report whether or not there were significant changes
in  internal  controls  subsequent  to the  date of my most  recent  evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.


 Date: January 14, 2003                  /s/Bert E. Brodsky
                                            ----------------------------------
                                            Bert E. Brodsky, Chief Executive
                                            Officer and Chief Financial Officer

<page>

                                                                EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Sandata Technologies,  Inc. (the
"Company") on Form 10-Q for the period ended November 30, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  Bert E.
Brodsky,  Chief Executive  Officer and Chief  Financial  Officer of the Company,
certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.

 January 14, 2003               /s/Bert E. Brodsky
                                   ------------------------------
                                   Bert E. Brodsky
                                   Chief Executive Officer
                                     and Chief Financial Officer