UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934.
                     For the fiscal year ended May 31, 2002

[  ]  Transition report under 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

         Securities registered under Section 12(b) of the Exchange Act:
                                      None


         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 par value
                                (Title of class)


     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
    -----------    --------------





<PAGE>


     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         The issuer's revenues for year ended May 31, 2002 were $17,852,710.

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of August
16, 2002 was $1,536,918.

                   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 REGISTRANTS

         The number of shares outstanding of each of the issuer's classes of
common equity, as of August 16, 2002 was 2,481,808.

         Transitional Small Business Disclosure Format  (check one):

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

                       DOCUMENTS INCORPORATED BY REFERENCE

         None.

<PAGE>


ITEM 7 - FINANCIAL STATEMENTS

     The  Annual  Report on Form  10-KSB for  Sandata  Technologies,  Inc.  (the
"Company") for the year ended May 31, 2002 is hereby amended to the extent,  and
only to the extent, of amending Item 7 thereof, to correct  typographical errors
in the Consolidated Balance Sheet and the Consolidated Statement of Shareholders
Equity for the year  ended May 31,  2002,  and in the Notes to the  Consolidated
Financial Statements. Item 7 shall read in its entirety as follows:




<PAGE>











                           SANDATA TECHNOLOGIES, INC.

                     FINANCIAL STATEMENTS COMPRISING ITEM 7
                            OF REPORT ON FORM 10-KSB
                      TO SECURITIES AND EXCHANGE COMMISSION
                             YEAR ENDED MAY 31, 2002




<PAGE>



                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


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

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                                                    F-2


Financial Statements

  Consolidated Balance Sheets as of May 31, 2002 and 2001                                                   F-3

  Consolidated Statements of Operations for the years ended
   May 31, 2002 and 2001                                                                                    F-4

  Consolidated Statement of Shareholders' Equity for the years
   ended May 31, 2002 and 2001                                                                              F-5

  Consolidated Statements of Cash Flows for the years ended
   May 31, 2002 and 2001                                                                                    F-6


Notes to Consolidated Financial Statements                                                              F-7 - F-29




</TABLE>


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


Board of Directors and Shareholders
of Sandata Technologies, Inc. and Subsidiaries

     We have audited the  accompanying  consolidated  balance  sheets of Sandata
Technologies,  Inc. and Subsidiaries (formerly Sandata, Inc.) as of May 31, 2002
and 2001, and the related consolidated  statements of operations,  shareholders'
equity and cash flows for the years then  ended.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
Sandata Technologies, Inc. and Subsidiaries as of May 31, 2002 and 2001, and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.

     As  more  fully  described  in  the  Notes  to the  consolidated  financial
statements,  the Company had certain transactions with companies affiliated with
the Company's Officers and Chairman.

                                                     /s/ Marcum & Kliegman LLP

Woodbury, New York
July 26, 2002, except for Notes 12c and 12d, which are dated August 21, 2002 and
August 22, 2002, respectively

                                       F-2

<PAGE>


                      SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<S>                                                                              <c>                <C>
                                                                                             May 31,
                                                                                    2002                2001
                                                                                    ----                ----
                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                       $ 1,630,617        $   475,578
  Accounts receivable, net of allowance for doubtful accounts
   of $202,746 and $346,903 at 2002 and 2001, respectively                          2,182,963          2,160,675
  Receivables from affiliates                                                         280,297            802,787
  Notes receivable - officer                                                          100,000                 --
  Inventories                                                                          45,342             35,993
  Prepaid expenses and other current assets                                           345,349            416,056
  Deferred income taxes                                                               207,595            274,470
                                                                                  -----------        -----------

         Total Current Assets                                                       4,792,163          4,165,559

FIXED ASSETS, NET                                                                   6,820,596          6,036,203

DEFERRED INCOME TAXES                                                                 171,579            335,773

OTHER ASSETS
  Notes receivable                                                                     25,190             29,669
  Cash surrender value of officer's life insurance, security
   deposits and other assets                                                        1,105,502            866,774
                                                                                  -----------        -----------

         TOTAL ASSETS                                                             $12,915,030        $11,433,978
                                                                                  ===========        ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                           $ 2,781,550        $ 1,881,269
  Deferred/unearned revenue                                                            16,367             31,069
  Deferred income                                                                     103,258            296,560
                                                                                  -----------        -----------

         Total Current Liabilities                                                  2,901,175          2,208,898

LONG-TERM DEBT                                                                      4,500,000          3,850,000

DEFERRED INCOME                                                                        21,142            124,401
                                                                                  -----------        -----------

         TOTAL LIABILITIES                                                          7,422,317          6,183,299
                                                                                  -----------        -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
  Common stock, $.001 par value, 6,000,000 shares
   authorized; 2,481,808 and 2,506,475 shares issued and
   outstanding in 2002 and 2001, respectively                                           2,482              2,506
  Additional paid in capital                                                        5,765,766          5,803,704
  Retained earnings                                                                 1,193,755          1,051,721
  Notes receivable - officers                                                      (1,469,290)        (1,607,252)
                                                                                  -----------        -----------

         TOTAL SHAREHOLDERS' EQUITY                                                 5,492,713          5,250,679
                                                                                  -----------        -----------

         TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY                                $12,915,030        $11,433,978
                                                                                  ===========        ===========

       See notes to consolidated financial statements

</TABLE>
                                       F-3
  <page>

                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                               Years ended May 31,

<TABLE>
<S>                                                                                   <C>                 <C>
                                                                                      2002                2001
                                                                                      ----                ----

REVENUES
  Service fees                                                                    $17,173,922        $17,769,069
  Other income                                                                        514,999            368,502
  Interest income                                                                     163,789            185,311
                                                                                  -----------        -----------

       TOTAL REVENUES                                                              17,852,710         18,322,882
                                                                                  -----------        -----------

COSTS AND EXPENSES
  Operating                                                                         9,877,651         10,372,524
  Selling, general and administrative                                               5,502,264          5,004,255
  Depreciation and amortization                                                     1,839,965          2,748,411
  Interest expense                                                                    241,729            189,240
  Impairment of developed software                                                         --          3,298,872
  Impairment of goodwill                                                                   --            201,128
                                                                                  -----------       ------------

         TOTAL COSTS AND EXPENSES                                                  17,461,609         21,814,430
                                                                                  -----------        -----------

         EARNINGS (LOSS) BEFORE INCOME TAXES                                          391,101         (3,491,548)

INCOME TAX EXPENSE (BENEFIT)                                                          249,067         (1,293,401)
                                                                                  -----------        -----------

         NET EARNINGS (LOSS)                                                      $   142,034        $(2,198,147)
                                                                                  ===========        ===========

PER SHARE INFORMATION

         BASIC AND DILUTED EARNINGS (LOSS) PER
          SHARE                                                                   $       .06        $      (.88)
                                                                                  ===========        ===========
       WEIGHTED-AVERAGE NUMBER OF
        SHARES OUTSTANDING                                                          2,494,175          2,506,475
                                                                                  ===========        ===========

    </TABLE>
                 See notes to consolidated financial statements

                                       F-4
<PAGE>




                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                        Years ended May 31, 2002 and 2001


<TABLE>
<S>                                      <C>                   <C>                <C>             <C>                     <C>
                                                                Additional                            Notes               Total
                                        Common Stock             Paid-In         Retained           Receivable        Shareholders'
                                 Shares            Amount        Capital         Earnings            Officers             Equity
                                -------            ------      -----------       --------           ----------        ------------
Balance at
June 1, 2000                    2,506,475          $2,506      $5,803,704      $ 3,249,868         $(1,607,252)        $ 7,448,826

Net Loss                               --              --              --       (2,198,147)                 --          (2,198,147)
                                ---------          ------      ----------      -----------         -----------         -----------
Balance at
 May 31, 2001                   2,506,475           2,506       5,803,704        1,051,721          (1,607,252)          5,250,679

Reclassification of notes
receivable officer (re-paid
subsequent to year-end-
Note 12d)                              --              --              --              --              100,000             100,000

Effect of Stock
 Surrender                        (24,667)            (24)        (37,938)              --              37,962                  --

Net Earnings                           --              --              --          142,034                  --             142,034
                                ---------          ------      ----------      -----------         -----------         -----------

Balance at
May 31, 2002                    2,481,808          $2,482      $5,765,766      $ 1,193,755         $(1,469,290)        $ 5,492,713
                                =========          ======      ==========      ===========         ===========         ===========

                 See notes to consolidated financial statements

                                       F-5
</TABLE>

<PAGE>


                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               Years ended May 31,


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

                                                                                        2002                2001
                                                                                        ----                ----
Cash flows from operating activities:
 Net earnings (loss)                                                             $   142,034         $(2,198,147)
  Adjustments to reconcile net earnings (loss) to net cash
   provided by operating activities:
    Depreciation and amortization                                                  1,839,965           2,748,411
    (Gain) loss on disposal of fixed assets                                           (4,309)             75,111
    Change in allowance for doubtful accounts                                       (144,157)           (100,879)
    Recognition of deferred income                                                  (296,561)           (343,820)
    Recognition of deferred revenue                                                  (36,121)           (116,702)
    Impairment of developed software                                                      --           3,298,872
    Impairment of goodwill                                                                --             201,128
    Deferred tax provision                                                           231,069          (1,312,401)
  (Increase) decrease in operating assets
     Accounts receivable                                                             121,869             249,105
     Receivables from affiliates                                                     522,490            (397,055)
     Inventories                                                                      (9,352)            (18,828)
     Prepaid expenses and other current assets                                        70,708              (2,937)
     Other assets                                                                   (234,247)            (24,827)
  (Decrease) Increase in operating liabilities
     Accounts payable and accrued expenses                                           900,282            (698,874)
     Deferred/unearned revenue                                                        21,418             108,923
     Deferred income                                                                      --             126,850
                                                                                 -----------          ----------

         Net cash provided by operating activities                                 3,125,088           1,593,930
                                                                                 -----------          ----------

Cash flows from investing activities:
  Purchases of fixed assets                                                       (2,620,049)         (3,795,285)
  Proceeds from sale/leaseback transactions                                               --             548,343
  Acquisition of intangible asset                                                         --            (201,128)
                                                                                 -----------          ----------

         Net cash used in investing activities                                    (2,620,049)         (3,448,070)
                                                                                 -----------          ----------

Cash flows from financing activities:
  Principal payments on note payable                                                (500,000)           (500,000)
  Proceeds from note payable                                                         500,000                  --
  Proceeds from line of credit                                                     3,800,000           2,200,000
  Principal payments on line of credit                                            (3,150,000)           (600,000)
                                                                                 -----------          ----------

         Net cash provided by financing
           activities                                                                650,000           1,100,000
                                                                                 -----------         -----------

         INCREASE (Decrease) in cash and cash                                      1,155,039            (754,140)
          equivalents

Cash and cash equivalents - beginning                                                475,578           1,229,718
                                                                                 -----------          ----------

Cash and cash equivalents - ending                                               $ 1,630,617          $  475,578
                                                                                 ===========          ==========

</TABLE>

                 See notes to consolidated financial statements

                                       F-6

<PAGE>


                   SANDATA TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Nature of Business and Economic Dependency

     Sandata Technologies,  Inc. and Subsidiaries (the "Company", formerly known
as  Sandata,  Inc.  )  are  primarily  engaged  in  the  business  of  providing
computerized  data  processing  services  and custom  software  and  programming
services  using  Company-developed  and  licensed  software  principally  to the
healthcare industry. The Company primarily operates in the New York metropolitan
area.  During  fiscal  years ended May 31, 2002 and 2001,  the Company  received
revenues  from a group of  customers  who are all funded by the Human  Resources
Administration  of the  City of New York  ("HRA"),  amounting  to  approximately
$10,549,000 and $10,608,000,  respectively.  The Company was owed  approximately
$1,259,000  and  $1,160,000  from  these  customers  at May 31,  2002 and  2001,
respectively.

       Principles of Consolidation

     The  consolidated  financial  statements  include  the  accounts of Sandata
Technologies,  Inc. and its wholly owned subsidiaries:  Sandsport Data Services,
Inc.,  Sandata  Home Health  Systems,  Inc.,  Sandata  Spectrum,  Inc.,  SANTRAX
Systems,   Inc.,  SANTRAX  Productivity,   Inc.  and  Pro-Health  Systems,  Inc.
("Pro-Health",  formerly known as Sandata Inteck,  Inc.). SANTRAX  Productivity,
Inc.  and Sandata  Spectrum,  Inc. are inactive  subsidiaries.  All  significant
intercompany accounts and transactions have been eliminated in consolidation.

       Reclassifications

     Certain  accounts  in  the  prior  year  financial   statements  have  been
reclassified  for comparative  purposes to conform with the  presentation in the
current year financial  statements.  These  reclassifications  have no effect on
previously reported earnings/loss.

       Fixed Assets

     Fixed  assets are  recorded  at cost.  Depreciation  and  amortization  are
computed  principally  by  the  straight-line  method  over  the  lesser  of the
estimated useful lives or lease terms of the related assets.

       Impairment of Long-Lived Assets

     The Company  evaluates  its  long-lived  assets,  including  goodwill,  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying   amount  of  such  assets  or  intangibles  may  not  be  recoverable.
Recoverability  of assets to be held and used is measured by a comparison of the
carrying  amount of the asset to future net cash flows  expected to be generated
by the asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying  amount of the assets
exceed the fair value of the assets as determined by estimated  discounted  cash
flows. Assets to be disposed of are reported at the lower of the carrying amount
or fair value less costs to sell.

       Income Taxes

     The Company  uses the  liability  method to account for income  taxes.  The
primary  objectives  of  accounting  for income taxes are to (a)  recognize  the
amount of income tax payable for the current year and (b)  recognize  the amount
of deferred tax liability or asset based on  management's  assessment of the tax
consequences  of events  that have been  reflected  in the  Company's  financial
statements or tax returns.  Deferred tax assets and  liabilities  are recognized
for  the  future  tax  consequences  attributable  to  differences  between  the
financial  statement  carrying  amounts of existing  assets and  liabilities and
their  respective tax bases.  Deferred tax assets and  liabilities  are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those  temporary  differences  are  expected to be  recovered  or settled.
Valuation  allowances  are  established  when  necessary to reduce  deferred tax
assets to the amounts expected to be realized.

       Software Costs

     The Company capitalizes  software  development costs from the point in time
where technological feasibility has been established until the computer software
product is  available to be sold.  The annual  amortization  of the  capitalized
amounts  is the  greater  of the ratio of  current  revenue  to total  projected
revenue for a product, or the straight-line  method, and is applied over periods
ranging up to five years. The Company  performs  periodic reviews to ensure that
unamortized program costs remain recoverable from future revenue.

       Research and Development

     Research and development costs are charged to expense as incurred. Research
and development  expenses amounted to approximately  $62,000 and $10,000 in 2002
and 2001, respectively.

       Inventories

     Inventories,  consisting  of computer  hardware  and  peripherals  held for
resale, are stated at the lower of cost or market;  cost is determined using the
specific identification method.

       Net Earnings Per Common Share

     The Company  computes  earnings per share in accordance  with  Statement of
Financial  Accounting  Standards  ("SFAS") No. 128 "Earnings  per Share".  Basic
earnings per share has been computed using the weighted average number of shares
of common stock outstanding.  Diluted earnings per share has been computed using
the basic  weighted  average  shares of common  stock  issued  adjusted  for the
dilutive  effect of outstanding  stock options.

     For the year ended May 31, 2002 options and warrants to purchase  1,394,419
shares of common stock were outstanding and were not included in the computation
of diluted  earnings  per share  because the  exercise  price of the options and
warrants were greater than the average market price of the common stock. For the
year ended May 31, 2001, outstanding stock options, warrants and other potential
stock issuances have not been considered in the computation of diluted  earnings
per  share  amounts  since  the  effect  of  their  inclusion  would  have  been
antidilutive. The Company uses the treasury stock method to calculate the effect
that the  conversion  of the stock  options would have on earnings per share and
the weighted average number of shares of common stock.

       Revenue Recognition

     Computerized   Information   Processing  Services.  The  Company  generates
revenues for its computerized information processing services from its Sandsport
Home Attendant Reporting Program ("SHARP") and Pro-Health software applications.
The SHARP application provides weekly time sheets,  billing,  payroll processing
and management reports for  not-for-profit  agencies that provide home attendant
services to those in need.  Revenues are  recognized  for these  services in the
period they are provided.  The Pro-Health  application is an application service
provider  solution  that  provides  home  health  care  customers  access to the
Company's software over the Internet without needing  sophisticated  hardware at
its site to  house  the  software  or  store  the  data.  Customers  using  this
application  are charged a monthly fee and  revenue is  recognized  on a monthly
basis as the service is provided.

     Telephone-Based  Data Collection  Services.  The Company generates revenues
for its telephone-based  data collection services from its automated  electronic
system knows as Sandata(R)  SANTRAX(R)  ("SANTRAX")  software  application.  The
SANTRAX  application  is  an  automated   electronic  system  that  incorporates
telephone  technologies  into the data reporting  process to monitor the arrival
and departure  times of off-site  workers.  Revenues from this  application  are
recognized  based on a per  call or  visit  basis  in the  period  in which  the
services are provided.

     Technology   Infrastructure   and  Outsourcing   Services.   Revenues  from
technology  infrastructure  and  outsourcing  services such as data  processing,
technology infrastructure consulting,  web site development,  running e-commerce
applications and reselling  telephone  services are recognized based on per hour
or call rates in the period the service is provided.

     Information  Technology  Services.  The  Company  generates  revenues  from
information  technology  services  under  the name of  SandataNet  and  includes
services  such as  software  support,  hardware  support/break-fix,  Local  Area
Network ("LAN")  administration and configuration  services and the reselling of
computer  hardware and third-party  software  systems;  some of the services are
pursuant to long-term contracts. Support revenue is recognized based on per hour
rates in the period the service is provided.  For maintenance  contracts greater
than one  month,  revenue  is  recognized  over the  term of the  contract  on a
straight-line  basis.   Computer  hardware  and  software  resale  revenues  are
recognized when the units are shipped and accepted by the customer.  The Company
does not bundle maintenance with any software sold.

     Long-Term  Contracting.  As discussed above, 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.

       Sale/Leaseback

     The Company recognizes gains from sale/leaseback  transactions ratably over
the term of the  underlying  lease.  All such leases are operating  leases.  Any
losses from these transactions are recognized in the period incurred.

       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  reduction
generally  occurs over five to ten business  days. At May 31, 2002,  the Company
had amounts on deposit for these liabilities of approximately $1,300,000.

       Concentration of Credit Risk

     The Company is subject to a  concentration  of credit risk with  respect to
its trade receivables,  as disclosed above. The Company performs on-going credit
evaluations  of its  customers and generally  does not require  collateral.  The
Company  maintains  allowances  to cover  potential  or  anticipated  losses for
uncollectible accounts.

     The  Company has cash  balances  in banks in excess of the  maximum  amount
insured by the FDIC as of May 31, 2002.

       Statements of Cash Flows

     The Company  paid  income  taxes of  approximately  $19,000 and $23,000 and
interest of approximately $242,000 and $252,000 for the years ended May 31, 2002
and 2001, respectively.

       Use of Estimates in the Financial Statements

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

       Fair Value of Financial Instruments

     The Company's  short term  financial  instruments  include  cash,  accounts
receivable,  receivable  from  affiliates  and  accounts  payable.  Due  to  the
short-term  nature of these  instruments,  the fair  value of these  instruments
approximates  their recorded value.  The Company has long-term debt  instruments
which it believes are stated at their estimated fair value.

       Stock Options and Similar Equity Instruments

     The Company  accounts  for stock  options and  similar  equity  instruments
(collectively  "Options")  issued to employees and directors in accordance  with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees," rather than the fair value based method of accounting  prescribed by
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation."  The exercise price for Options issued to employees and directors
equals or exceeds the fair value of the  Company's  Common  Stock at the date of
grant and, accordingly,  no compensation expense is recorded. Equity instruments
issued to acquire goods and services from  non-employees are accounted for based
on the fair value of the consideration  received or the fair value of the equity
instruments issued, whichever is more readily determinable.

       Comprehensive Income

     The Company adopted SFAS No. 130, "Reporting  Comprehensive  Income".  SFAS
No. 130 establishes standards for reporting and display of comprehensive income,
its  components and  accumulated  balances.  Comprehensive  income is defined to
include all changes in equity except those resulting from  investments by owners
and distributions to owners. Among other disclosures, SFAS No. 130 requires that
all items that are required to be recognized under current accounting  standards
as components of comprehensive  income be reported in a financial statement that
is displayed with the same prominence as other financial statements.

       Business Segments

     The  Company  adopted  SFAS No.  131,  "Disclosures  About  Segments  of an
Enterprise and Related  Information",  which supercedes SFAS No. 14,  "Financial
Reporting  for  Segments  of a Business  Enterprise."  SFAS No. 131  establishes
standards for the way that public enterprises report information about operating
segments in annual  financial  statements  and  requires  reporting  of selected
information about operating segments in interim financial  statements  regarding
products and  services,  geographical  areas and major  customers.  SFAS No. 131
defines  operating  segments as components of an enterprise about which separate
financial  information  is available  that is  evaluated  regularly by the chief
operating  decision maker in deciding how to allocate resources and in assessing
performance.  The Company has determined that its operations are in one segment,
computer services to the health care industry.

       New Accounting Pronouncements

     In October 2001, the Financial  Accounting  Standards Board ("FASB") issued
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  Company is  evaluating  the impact  that
implementation  of SFAS No.  144 may  have on the  financial  statements  of the
Company.

     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 is
expected to have no impact to the Company.

     SFAS No.  146,  "Accounting  for Costs  Associated  with  Exit or  Disposal
Activities"  ("SFAS 146"),  provides guidance on the recognition and measurement
of  liabilities  for cost  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
146 to determine the impact upon adoption.

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

NOTE 2 - Fixed Assets

       Fixed assets consist of the following:

                                                                                          May 31,
                                                                     Useful Life           2002                2001
                                                                     -----------           ----                ----
       Computer equipment                                               5 years      $  3,169,445       $  2,883,819
       Software costs                                             Up to 5 years        12,364,224         10,047,618
       Furniture, fixtures and automobiles                            4-7 years           419,274            415,330
       Leasehold improvements                                          10 years         2,823,154          2,809,278
                                                                                     ------------      -------------
                                                                                       18,776,097         16,156,045
       Less:  accumulated depreciation and
                amortization                                                          (11,955,501)       (10,119,842)
                                                                                     ------------       ------------

             Total Fixed Assets, net                                                 $  6,820,596       $  6,036,203
                                                                                     ============       ============
</TABLE>

    Depreciation and amortization  expense relating to fixed assets (other than
software   costs)  amounted  to   approximately   $443,000  in  2002  and  2001,
respectively.

     Unamortized  software  costs  amounted  to  approximately   $5,105,000  and
$4,186,000  at May 31,  2002 and 2001,  respectively.  Amortization  expense for
these costs totaled  approximately  $1,397,000  and $2,305,000 in 2002 and 2001,
respectively.

     During the fourth  quarter of the year ended May 31, 2001, the Company shut
down  certain  operating  systems and  hardware  configurations,  which had been
capitalized in previous years. The Company had determined that the older systems
architecture  had become  obsolete  and too costly to  maintain,  so the Company
coordinated  placing  several new systems in production  after running  parallel
with  pre-existing  systems  resulting in the  retirement  of the older  systems
during the fourth quarter.  The Company further  determined that there is no net
realizable  value  remaining  since no future revenue would be recognized in the
retired  systems  because the  architecture  was completely  replaced by the new
systems.  As such the Company  recognized  an impairment  loss of  approximately
$3,300,000 for the year ended May 31, 2001.


NOTE 3 - Debt

       Credit Agreement

     The  Company's  wholly owned  subsidiary,  Sandsport  Data  Services,  Inc.
("Sandsport"),  has a revolving credit agreement (the "Credit Agreement") with a
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 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 May 31, 2002 and
2001,  the  outstanding  balance  on the  Credit  Agreement  with  the  Bank was
$4,500,000 and $3,850,000, respectively.

       Long Term Debt

     The Company  owed  National  Medical  Health Card  Systems,  Inc.  ("Health
Card"), a company affiliated with the Company's Chairman, $500,000 pursuant to a
promissory  note,  dated May 31, 2000 and due June 1, 2001 plus  interest at the
rate of 9-1/2%;  interest on such note was payable quarterly.  The Note was paid
in May, 2001.

     On June 9, 2001, the Company issued a promissory note to Health Card in the
principal amount of $500,000,  with interest at the rate of 7%, which was due on
June 8, 2002. This Note was paid in full on August 15, 2001.


NOTE 4 - Income Taxes

       The income tax expense (benefit) is comprised of the following:

                                                          Year Ended May 31,
                                                          ------------------
                                                        2002             2001
                                                        ----             ----
       Current
         Federal                                    $     --                --
         State                                        17,998            19,000
                                                    --------          --------

           Total current                              17,998            19,000
                                                    --------          --------

       Deferred
         Federal                                     192,761        (1,089,293)
         State                                        38,308          (223,108)
                                                   ---------        ----------

             Total deferred                          231,069        (1,312,401)
                                                   ---------        ----------

             Income tax expense (benefit)           $249,067       $(1,293,401)
                                                    ========       ===========

      The Company's effective income tax rate differs from the statutory U.S.
Federal income tax rate as a result of the following:

                                                         Year Ended May 31,
                                                      2002                2001
                                                      ----                ----
       Statutory U.S. federal tax rate                34.0%             (34.0%)
       State taxes                                     4.6               (5.8)
       Permanent Differences                          12.2                1.2
       Other                                          12.9                1.6
                                                      ----              -----

                                                      63.7%             (37.0%)
                                                     =====             ======
<PAGE>

       The components of deferred tax assets and liabilities consists of the
following:

                                                             May 31,
                                                      2002                2001
                                                      ----                ----
       Deferred Tax Assets-Current portion
         Allowance for Doubtful Accounts            $ 81,686           $142,230
         Deferred Income                              61,367             43,340
         Accrued Expenses                             56,117             79,706
         Other                                         8,425              9,194
                                                    --------           --------

             Deferred Tax Assets, current           $207,595           $274,470
                                                    ========           ========

                                                              May 31,
                                                      2002                2001
                                                      ----                ----
       Deferred Tax Assets-Long term portion
        Net Operating Loss Carryforwards          $1,642,275         $1,255,038
         Deferred Income                                  --            129,255
         Goodwill                                         --             82,872
         Other                                           604                615
                                                  ----------         ----------

             Deferred Tax Assets, Long-term        1,642,879          1,467,780
                                                  ----------         ----------

       Deferred Tax Liabilities-Long-term portion
         Depreciation and amortization            (1,460,054)        (1,132,007)
         Deferred income                             (11,246)                --
                                                  ----------         ----------

         Deferred Tax Liabilities, Long-term      (1,471,300)        (1,132,007)
                                                  ----------         ----------

         Deferred Tax Assets - Long-term, Net        171,579            335,773
                                                  ----------         ----------

             Total Deferred Tax Asset, Net        $  379,174         $  610,243
                                                  ==========         ==========

     Management  determined that it was more likely than not that future taxable
income would be  sufficient to enable the Company to realize all of its deferred
tax assets.  Accordingly,  no valuation  allowance  has been recorded at May 31,
2002 and 2001.

     At May 31, 2002, the Company had net operating loss  carryforwards  for tax
purposes of approximately $4,076,000, expiring at various dates through 2022.


NOTE 5- Commitments and Contingencies

       Lease Agreements

     The Company leases office space at 26 Harbor Park Drive,  Port  Washington,
NY 11050 (the "Facility")  from BFS Realty LLC,  successor to BFS Sibling Realty
and an affiliate of the Company's  Chairman (the  "Affiliate") (see Note 6). The
Company paid rent in the amount of $407,834 and  $615,412 to the  Affiliate  for
the years ended May 31, 2002 and 2001, respectively.

     On June 1, 2001 (revised  November,  2001) , the Company entered into a ten
(10) year lease for the  Facility  with the  Affiliate.  The lease  provides for
annual rental  payments of $277,817 for the period June 1, 2002 to May 31, 2003,
with annual 5% increases in each 12-month period thereafter.  The lease is being
expensed on a  straight-line  basis over the lease term. The lease also requires
monthly payments of various types, such as the Company's  proportionate share of
real  estate  taxes  and  common  area  maintenance   charges,   that  aggregate
approximately  $10,000 per month.  In November,  2001,  the lease was revised to
provide  that  the  Company  would  pay its  utility  expenses  directly  to the
respective utility company, not to the Affiliate.

     The Company has  obligations to pay rental  expense in connection  with six
sale/leaseback  transactions.  The rental  expenses  amounted  to  approximately
$1,195,000   and   $1,630,000  for  the  years  ended  May  31,  2002  and  2001
respectively. (See Note 8)

     Total office space and equipment  rental expense under all operating leases
amounted to  approximately  $2,294,000  and  $3,417,000 in fiscal 2002 and 2001,
respectively.

     Future minimum lease payments for all non  cancelable  operating  leases at
May 31, 2002 are as follows:

                              Year Ending May 31,               Amount
                              -------------------               ------
                                      2003                      $1,759,640
                                      2004                         969,461
                                      2005                         644,554
                                      2006                         336,390
                                      2007                         330,988
                                   Thereafter                    1,739,257
                                                                ----------

                                     Total                      $5,780,290
                                                                ==========
         Litigation

     a. On October  19,  1999,  the  Company  and  Pro-Health  brought an action
against  Provider  Solutions  Corporation  ("Provider")  and others,  in Supreme
Court,   New   York   County,   based  on   breach   of   contract,   fraudulent
misrepresentation and other causes of action, demanding damages of approximately
$10,000,000  (the "State  Action").  On October  22,  1999,  Provider  brought a
federal action in the United States  District Court for the Eastern  District of
New York (the "Federal Action").  The complaint demanded relief in the form of a
permanent  injunction  and damages  against the Company and Pro-Health for total
amounts  ranging  from   $10,000,000  to  $15,000,000.   The  State  Action  was
consolidated with the Federal Action.

     On March 8, 2001 the Company, Pro-Health, Provider and all involved parties
and individuals settled the consolidated Federal Action,  globally resolving all
issues,  claims and disputes.  The  settlement  entailed the exchange of general
releases  between the Company,  Pro-Health,  Provider  and all parties,  and the
payment of $600,000 to Provider,  of which $50,000 was paid by the Company.  The
balance  of the  payment  under  the  settlement  was  funded  by the  Company's
insurers.  The  settlement  did not  have a  material  effect  on the  Company's
operations.  The Company has  retained its  proprietary  interest in the subject
software.

     b. 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.

     c. 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.  During the year ended May 31,
2002, the Company has recognized  approximately $115,000 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.

     d. 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.

       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.

       Employment and Deferred Compensation Agreements

     On February 1, 1997 the Company and its Chairman  ("Mr.  Brodsky")  entered
into an  employment  agreement  for a five year term  (the  "Brodsky  Employment
Agreement").  Among other  things,  the Brodsky  Employment  Agreement  provides
compensation  at the annual  rate of  $500,000  or a lesser  amount if  mutually
agreed. The Brodsky Employment  Agreement also provides for payment of an annual
bonus at the sole  discretion of the Board of Directors.  Mr.  Brodsky agreed to
accept a reduction  in  compensation  for the fiscal  years ended May 31,  2002,
2001,  and  2000  and  has  signed  waivers  evidencing  his  agreement  to such
reductions. The Brodsky Employment Agreement was renewed, on identical terms, on
March 1, 2002.

     In  May  1992,  Mr.  Brodsky  and  the  Company  entered  into  a  deferred
compensation  agreement  pursuant  to which  the  Company  would  (i) pay to Mr.
Brodsky a lump sum ranging from $75,000 to $255,000 if he voluntarily terminated
his employment  with the Company after attaining 55 years of age, or (ii) pay to
Mr.  Brodsky's  beneficiary  a lump sum ranging from $200,000 to $450,000 in the
event of Mr. Brodsky's death during the term of his employment with the Company.
This agreement was terminated in October, 2001.

     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.  Mr. Davies received a severance
payment equal to six (6) months' base salary, or $100,000,  and had 90 days from
the date of  termination to exercise the 66,673 options that were vested on that
date.  None of such  options  were  exercised.  In  addition,  the Company  paid
approximately   $47,000  in  severance   payments  for  approximately  30  other
terminated employees.


NOTE 6 - Related Party Transactions

     a. In  November  1996  the  Company  entered  into an  agreement  with  the
Affiliate, the Nassau County Industrial Development Agency ("NCIDA"), and a Bank
(the "Bondholder") (the "Agreement").  Pursuant to the Agreement,  the Affiliate
(i) assumed all of the Company's rights and obligations  under a Lease Agreement
that was previously  between the Company and the NCIDA (the  "Lease"),  and (ii)
entered into a Sublease  Agreement with the Company for the premises the Company
occupies.  Pursuant to the  Agreement,  the Affiliate also obtained the right to
become the owner of the premises upon  expiration of the Lease.  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; however, the
Affiliate  has  indemnified  the  Company  with  respect to certain  obligations
relative to the Lease and the  Agreement.  In addition,  the Agreement  provides
that the Company is bound by all the terms and conditions of the Lease, and that
a security interest is granted to the Affiliate in all of the Company's fixtures
constituting part of the premises.

     The  foregoing  transactions  and  agreements  were the last in a series of
transactions involving the Company, the Affiliate, NCIDA, the Bondholder and the
U.S. Small Business  Administration ("SBA"). Chief among these was the borrowing
by the  Affiliate  in  June  of 1994 of  $3,350,000  in the  form of  Industrial
Development  Revenue  Bonds (the  "Bonds")  to finance  the  acquisition  of the
Facility.  Simultaneously  with the  issuance of the Bonds:  (1) NCIDA  obtained
title  to the  Facility  and  leased  it to the  Affiliate,  (2)  the  Affiliate
subleased the Facility to the Company,  (3) the Bondholder bought the Bonds, (4)
the  Bondholder  received a mortgage  and  security  interest in the Facility to
secure the payment of the Bonds.  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 May 31,  2002 was  $1,444,445.  The Company  paid
rent to the  Affiliate of $407,834 and $615,412 for the years ended May 31, 2002
and 2001.

     On August 11, 1995, the Company 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 entire proceeds were used to repay a portion of
the Bonds. 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 May 31, 2002 was $599,024.

     b. Until  January  2002,  the Company  derived  revenue from 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 $693,000 and $2,458,000 for the years ended May 31, 2002 and 2001,
respectively. The Company billed Health Card approximately $126,000 and $821,000
for quality assurance testing of software programs  developed by Health Card and
network support,  and $47,000 and $561,000 for help desk services,  $175,000 and
$448,000 for data processing center as well as $305,000 and $534,000 for certain
computer  equipment  leases and other services for $40,000 and $95,000 for years
ended May 31, 2002 and 2001,  respectively.  In addition the Company resells its
telephone  services to Health Card.  The billings  for such  telephone  services
amounted to approximately $124,000 and $134,000 for the years ended May 31, 2002
and May 31, 2001 and are  recorded  as a reduction  of  operating  expense.  The
Company was owed $19,280 from Health Card at May 31, 2002. Subsequent to May 31,
2002, the Company received approximately $14,000 from Health Card,  representing
substantially  complete  payment of amounts due as of that date.  As of January,
2002,  the  Company  ceased  rendering  services  to Health  Card.  Health  Card
continues  to pay its  allocable  share of expenses for shared  services,  which
amounts to approximately $45,000 per month.

     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  $268,011 and $395,989 for the years
ended May 31, 2002 and 2001,  respectively.  The payments for the Facility  were
made to BFS Realty,  LLC, and were $407,834 and $615,412 for the years ended May
31, 2002 and 2001,  respectively.  In June 2001, the Company  entered into a new
lease for the Facility which was revised in November, 2001. (See Note 5).

     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 years ended May 31, 2002 and 2001 the
total  payments  made  by the  Company  to  MAOS  were  $340,869  and  $279,894,
respectively.

     e.  During  the  years  ended  May 31,  2002 and 2001 the  Company  paid an
aggregate of $57,285 and $65,894,  respectively on behalf of certain officers to
companies  affiliated  with the  Company's  Chairman  for payment of  automobile
leases.


NOTE 7 - SHAREHOLDERS' EQUITY

         Stock Options

         The Company maintains the following stock option plans:

         1984 Stock Option Plan

     There had been 2,536 options granted at an exercise price of $1.88 under an
incentive  stock  option  plan  adopted  in October  1984 (the "1984  Plan") and
subsequently  amended.  Options granted under this plan were granted at exercise
prices not less than fair market value on the date of grant.  All of the options
outstanding  under this plan expired in January 2001. No additional  options may
be granted under this plan.

         1995 Stock Option Plan

     At May 31, 2002, there were 590,500 incentive  options  outstanding under a
stock option plan adopted in January 1995 (the "1995 Plan"),  which provides for
both incentive and nonqualified  stock options and reserves  1,000,000 shares of
common  stock for grant under the plan.  Of these  options,  520,500 are held by
officers of the Company.  The plan requires that incentive options be granted at
exercise  prices not less than the fair market  value at the date of grant,  and
terminates  in  January  2005.  All  options  outstanding  under  this  plan are
exercisable at May 31, 2002 at prices ranging from $1.41 to $2.61 per share over
a period of five years from date of grant.

     On July 14, 1997,  the Company filed a  Registration  Statement on Form S-8
relative to  reofferings  of shares of Common Stock of the Company  which may be
acquired pursuant to the 1984 and 1995 Plan.

        1998 Stock Option Plan

     At May 31, 2002 there were  775,579  incentive  stock  options  outstanding
under a stock  option plan  adopted in October  1998,  (the "1998  Plan")  which
provides  for  both  incentive  and  nonqualified  stock  options  and  reserves
1,000,000  shares of common  stock for grant under the plan.  The plan  requires
that  incentive  options be granted  at  exercise  prices not less than the fair
market value at the date of grant and  terminates in August 2008. Of the options
outstanding  at May 31, 2002,  567,060 were  exercisable  at prices ranging from
$1.31 to $3.00 over three to five years from the date of grant.

        2000 Stock Option Plan

     At May 31, 2002, there were 28,340 incentive  options  outstanding  under a
stock option plan adopted on November 20, 2000 (the "2000 Plan"), which provides
for both incentive and nonqualified  stock options and reserves 1,500,000 shares
of common stock for grant under the plan. The 2000 Plan  terminates in September
2010.  Options  outstanding  under  the  plan  vest  over  a  seven-year  period
commencing December 31, 2000 and ending December 31, 2007 and are exercisable at
prices  ranging  from  $1.00 per  share to $3.00 per share  over a period of ten
years from the date of grant. At May 31, 2002,  there were no options  currently
exercisable.

       Summary information with respect to the stock option plans follows:
<TABLE>
<S>                                                               <C>              <C>            <C>

                                                                  Range of          Outstanding       Outstanding
                                                                  exercise            options           options
                                                                  prices ($)          granted         exercisable
                                                                 ----------           -------         -----------

       Balance, June 1, 2000                                   1.31 - 3.00           1,523,902           849,871
       Granted                                                     3.00                279,808           269,653
       Cancelled                                                                       (76,118)          (11,146)
                                                                                    ----------        ----------
       Balance, May 31, 2001                                   1.31 - 3.00           1,727,592         1,108,378
       Granted                                                 1.00 - 3.00              40,085           150,895
       Cancelled                                                                      (373,258)         (101,713)
                                                                                    ----------        ----------

       Balance, May 31, 2002                                   1.31 - 3.00           1,394,419         1,157,560
                                                                                    ==========        ==========
</TABLE>

       Stock option grants to certain officers and directors were as follows:

     In October  1998,  the Company  granted  certain  directors  of the Company
non-qualified  stock  options to purchase an aggregate  of 20,000  shares of the
Company's common stock under the 1998 Plan at an exercise price of $3.00.  These
options vested immediately and are exercisable over a five-year period.

     In December 1998, the Company granted 520,500  incentive options to certain
officers  of the Company  under the 1995 Plan at an exercise  price of $1.41 per
share.  These options vested  immediately and are  exercisable  over a five-year
period.

     In February 2000, the Company granted its Chairman  incentive stock options
to purchase an  aggregate  of 350,000  shares under the 1998 Plan at an exercise
price of $1.31. These options vest and are exercisable over a five-year period.

     In April  2000,  the  Company  granted  certain  directors  of the  Company
non-qualified  stock options to purchase an aggregate of 72,000 shares under the
1998 Plan at an exercise price of $3.00.  These options vest and are exercisable
over a six-year period.

     In April 2000,  the  Company  granted its then  President  incentive  stock
options to purchase an  aggregate  of 100,000  shares  under the 1998 Plan at an
exercise price of $3.00. In October 2000, the Company granted its then President
incentive  stock options to purchase  150,000  shares under the 2000 Plan, at an
exercise price of $3.00 per share. The President's  employment was terminated on
August 6, 2001, at which date the  President  became  entitled to exercise,  for
ninety days,  the options that had already  vested.  Those options  consisted of
33,340 shares under the 1998 Plan, and 33,333 under the 2000 Plan, none of which
were exercised before the right to exercise expired.

     In November  2000,  the Company  granted  certain  directors of the Company
non-qualified  stock  options to purchase an aggregate  of 20,000  shares of the
Company's common stock under the 1998 Plan at an exercise price of $3.00.  These
options  vest over a  three-year  period and are  exercisable  over a  five-year
period.

     During the fiscal year ended May 31, 2002 non-qualified options to purchase
up to 10,000  shares of Common Stock,  at an exercise  price of $1.00 per share,
were issued to each of two Director's.

     On July 14, 1998,  the  Chairman,  certain  officers and  directors,  and a
former  director  (who is also 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.  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 exercised. The Company has
received  interest payments on such notes in the amount of $131,994 and $162,110
during the fiscal  years  ended May 31,  2002 and 2001.  As of May 31,  2002 and
2001, the outstanding balance on such notes, including principal and accrued but
unpaid interest, was $1,669,640 and $1,722,547,  respectively (see Note 12d). On
July 14,  2001,  the  Company  agreed to extend the due dates of the  promissory
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  for  the  notes  it had  previously  accepted.
Effective  December 1, 2001,  the  interest  rate was changed from 8-1/2% to 6%.
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.

     Pro forma  information  regarding  net  income  and  earnings  per share is
required  by SFAS  No.  123,  and has  been  determined  as if the  Company  had
accounted  for its  employee  stock  option plans under the fair value method of
SFAS No.  123.  The fair value for these  options was  estimated  at the date of
grant   using  a   Black-Scholes   option-pricing   model  with  the   following
weighted-average  assumptions for 2002 and 2001.


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

        ASSUMPTIONS
                                                                                      Year Ended May 31,
                                                                                      ------------------
                                                                               2002                       2001
                                                                               ----                       ----
        Risk free rate                                                     4.95 - 6.05%               5.25 - 6.04%
        Dividend yield                                                             .00%                       .00%
        Volatility factor of the expected market
         price of the Company's common stock                                        61%                       117%
        Average life                                                            5 years                    5 years
</TABLE>

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating the fair value of traded  options which have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because the Company's  employee stock options have  characteristics
significantly  differently from those of traded options,  and because changes in
the subjective  input  assumptions  can materially  affect the fair market value
estimate,  in  management's  opinion,  the  existing  models do not  necessarily
provide a  reliable  single  measure  of the fair  value of its  employee  stock
options.

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is  amortized to expense  over the vesting  period of the  options.  The
Company's pro forma loss is as follows:

<TABLE>
<S>                                                                       <C>                         <C>
                                                                                             Year Ended May 31,
                                                                                      2002               2001
                                                                                      ----               ----
     Pro forma net income (loss)                                                        $78,025    $(2,470,616)
     Pro forma net income (loss) per share                                               $  .03    $      (.99)

</TABLE>

     The weighted  average fair value of options  granted during the years ended
May 31, 2002 and 2001 were $1.12 and $.86,  respectively.  The weighted  average
remaining  contractual  life of options  exercisable at May 31, 2002 is 5 years.
The exercisable  prices range from $1.31 to $3.00 for options  outstanding as of
May 31, 2002.

       Restricted Stock Grant Plan

     On September  1, 2000 the Board of  Directors  approved the adoption of the
Company's 2000 Restricted  Stock Grant Plan (the "Stock Grant Plan").  The Stock
Grant Plan was subsequently  adopted by the Shareholders at the Company's Annual
Meeting on November 20, 2000.  The Stock Grant Plan provides for the issuance of
shares that are subject to both standard restrictions on the sale or transfer of
such shares  (e.g.,  the standard  seven year vesting  schedule set forth in the
Stock  Grant  Plan)  and/or  restrictions  that the  Board may  impose,  such as
restrictions  relating to length of  service,  corporate  performance,  or other
restrictions.  As of May 31, 2002, no grants had been made under the Stock Grant
Plan and, therefore,  no shares had vested under it. There are 700,000 shares of
Common  Stock  reserved for  issuance in  connection  with grants made under the
Stock Grant Plan.

 NOTE 8 - Sale/Leaseback Transactions

     The  Company is a party to various  sale/leaseback  transactions  involving
certain fixed assets,  principally  computer  hardware,  software and equipment.
Gains on these transactions have been deferred and are being recognized over the
lives of the related leases, each of which is 36 months.  Approximately $297,000
and $344,000 of the deferred gains were recognized in other income for the years
ended May 31, 2002 and 2001,  respectively.  Included  in these  amounts are the
effects of the following sale/leaseback transactions:

     In January 1998, the Company  consummated a sale/leaseback of certain fixed
assets  which  had a net book  value of  approximately  $515,000,  were sold for
$700,000.  The resulting gain of approximately $185,000 was recorded as deferred
income and is being recognized over the life of the lease. Approximately $36,000
of the deferred gain was recognized for fiscal 2001,  which was the last year of
the lease.  An  unaffiliated  third party  purchased the residual rights to such
lease.

     In January 1999, the Company  consummated a sale/leaseback of certain fixed
assets  which  had a net book  value of  approximately  $830,000,  were sold for
$1,100,000.  The  resulting  gain of  approximately  $270,000  was  recorded  as
deferred   income  and  is  being   recognized  over  the  life  of  the  lease.
Approximately  $60,000 and $90,000 of deferred gain was recognized for the years
ended May 31, 2002 and 2001, respectively. An unaffiliated third party purchased
the residual rights in such lease.

     In May 1999,  the Company  consummated  a  sale/leaseback  of certain fixed
assets  which  had a net book  value of  approximately  $896,000,  were sold for
$1,100,000.  The  resulting  gain of  approximately  $204,000  was  recorded  as
deferred   income  and  is  being   recognized  over  the  life  of  the  lease.
Approximately  $68,000 of  deferred  gain was  recognized  for each of the years
ended May 31, 2002 and 2001. An unaffiliated  third party purchased the residual
rights in such lease.

     In October 1999, the Company  consummated a sale/leaseback of certain fixed
assets  which  had a net book  value of  approximately  $895,000,  were sold for
$1,115,000.  The  resulting  gain of  approximately  $220,000  was  recorded  as
deferred   income  and  is  being   recognized  over  the  life  of  the  lease.
Approximately  $73,000 of the deferred gain was recognized for each of the years
ended May 31, 2002 and 2001. An unaffiliated  third party purchased the residual
rights in such lease.

     In January 2000, the Company  consummated a sale/leaseback of certain fixed
assets  which  had a net book  value of  approximately  $442,000,  were sold for
$561,000.  The resulting gain of approximately $119,000 was recorded as deferred
income and is being recognized over the life of the lease. Approximately $40,000
of  deferred  gain was  recognized  for each of the years ended May 31, 2002 and
2001. An unaffiliated third party purchased the residual rights in such lease.

     In February 2000, the Company consummated a sale/leaseback of certain fixed
assets  which  had a net book  value of  approximately  $237,000,  were sold for
$277,000.  The resulting gain of approximately  $40,000 was recorded as deferred
income and is being recognized over the life of the lease. Approximately $14,000
of  deferred  gain was  recognized  for each of the years ended May 31, 2002 and
2001. An unaffiliated third party purchased the residual rights in such lease.

     In November 2000, the Company consummated a sale/leaseback of certain fixed
assets  which  had a net book  value of  approximately  $421,500,  were sold for
$548,300.  The resulting gain of approximately $126,800 was recorded as deferred
income and is being recognized over the life of the lease. Approximately $42,000
and $21,000 of the deferred gain was recognized for the years ended May 31, 2002
and 2001,  respectively.  An  unaffiliated  third party  purchased  the residual
rights in such lease.


NOTE 9 - Asset Acquisition and Impairment

     On April 27, 2001,  the Company  acquired  certain assets of North American
Internet Services,  Inc. ("NAIS"),  a provider of broadband  services,  Internet
access, and co-location  services for approximately  $201,000.  NAIS had entered
bankruptcy  proceedings  and,  under the auspices of the Bankruptcy  Court,  the
Company  was  permitted  to "credit  bid"  approximately  $124,000  of  expenses
(including salaries) it had incurred on behalf of NAIS as the purchase price for
the assets,  and was given 180 days to exploit the assets it had  acquired.  The
Company  incurred  approximately  $77,000  in  additional  costs  related to the
acquisition  of these  assets.  The tangible  assets were  determined to have no
significant  fair  value.  Therefore,   all  the  expenditures  related  to  the
acquisition  were  allocated to goodwill.  The Company has the option to abandon
the  exploitation  of these  assets  within the 180 day  period.  If the Company
continues to use the NAIS assets, 10% of the profits (defined as earnings before
interest expense and taxes) generated by such use must be paid to the bankruptcy
estate for the first three years.

     At May 31, 2001, the Company performed an evaluation of the  recoverability
of the assets acquired from NAIS and concluded that a significant  impairment of
these assets had occurred  based on actual results during the year ended May 31,
2001 and on  estimated  future  cash flows not being  sufficient  to recover the
carrying  value of the  goodwill.  As such,  the carrying  value of goodwill was
written  down to its  estimated  fair  value,  which  was  determined  based  on
discounted  estimated cash flows. The Company  recognized an impairment loss and
write down of the goodwill of approximately  $201,000.  Considerable  management
judgment is necessary to estimate fair value; accordingly,  actual results could
vary significantly from such estimates.


NOTE 10 - Retirement Plan

     The Company has a 401(k)  savings plan  covering all eligible  employees in
which the Company matches a portion of the employees'  contribution.  The amount
of  this  match  was  $40,204  and  $38,197  in  fiscal  years  2002  and  2001,
respectively.


NOTE 11 - Revenue by Product Line

     The Company operates in one business segment,  but derives its revenue from
several product lines. The following table provides the service fee revenues for
the product lines earned for the fiscal years ended May 31, 2002 and 2001:

                                                              Year Ended May 31,
                                                        2002                2001
                                                        ----                ----
   Computerized information processing           $  5,962,880      $   5,960,450
   Telephone-based data collection                  7,690,852          7,561,852
   Technology infrastructure and outsourcing          736,932          2,071,266
   Information technology                           2,765,761          2,170,240
   Other                                               17,497              5,261
                                                 ------------     --------------

             Total                                $17,173,922        $17,769,069
                                                  ===========        ===========


NOTE 12 - Subsequent Events

     a. 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.

     b. The  Company  has  received  a  proposal  to engage  in a going  private
transaction.  The proposed  transaction  is  anticipated  to be in the form of a
merger with an entity owned by an investor  group to be led by Bert E.  Brodsky,
the Company's Chief Executive Officer,  and to include Directors Hugh Freund and
Gary Stoller as well as other investors (the "Acquiring Group"). Pursuant to the
proposal,  the Company's  shareholders  (other than Mr.  Brodsky,  and the other
shareholders that shall comprise the "Acquiring  Group") would receive $1.50 per
share of Common Stock of the Company (the  "Shares"),  in cash. The proposal may
be amended, modified or supplemented at any time.

     The Board of Directors has appointed a Special Committee (the "Committee"),
comprised of Ronald Fish and Martin Bernard, to review the proposed transaction.
The  Committee has retained  Brean Murray & Co., Inc. as its financial  advisor,
and has retained its own legal counsel.

     The  proposed  transaction  would result in the  acquisition  of all of the
outstanding  Shares  other than the Shares  owned by Mr.  Brodsky  and the other
shareholders  that shall  comprise the Acquiring  Group.  The final terms of any
acquisition  will be based on  negotiations  between the Acquiring Group and the
Committee.  The proposed acquisition will be subject to, among other things, (1)
the negotiation, execution, and delivery of a definitive agreement, (2) approval
of the proposed  transaction by the  Committee,  the full Board of Directors and
the Company's shareholders,  (3) receipt of a fairness opinion by the Committee,
(4) applicable regulatory approval,  and (5) obtaining any necessary third-party
consents  or  waivers.  There  can  be no  assurance  that a  definitive  merger
agreement will be executed and delivered,  or that the proposed transaction will
be consummated.

     c. On July 9,  2002 the  Company  issued a press  release  announcing  that
Nasdaq had informed  the Company that its shares would be subject to  de-listing
from the Small Cap Market for failure to comply with Nasdaq's  Marketplace Rules
regarding minimum value of publicly held shares and minimum bid price per share.
The Company requested a hearing on these matters,  and the de-listing was stayed
until the  hearing.  The Company was  informed by Nasdaq on August 21, 2002 that
the  Company  had  regained  compliance  with  both  Marketplace  Rules and that
therefore, the hearing was cancelled and the matter was moot.

     d. On August 22, 2002 the Chairman  repaid  $100,000 of the note receivable
officer.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)

                                        By     /s/ Bert E. Brodsky
----------------------------------------------------------------------------
                                                  Bert E. Brodsky, Chairman
                                          (Principal Executive Officer and
                                     Principal Financial and Accounting Officer)

Date: October 22, 2002

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


By   /s/ Bert E. Brodsky
-------------------------------------------------------------------
         Bert E. Brodsky, Chairman, Treasurer, Director

Date: October 22, 2002


By   /s/ Hugh Freund
-------------------------------------------------------------------
         Hugh Freund, Executive Vice President, Secretary, Director

Date: October 22, 2002


By   /s/ Gary Stoller
-------------------------------------------------------------------
         Gary Stoller, Executive Vice President, Director

Date: October 22, 2002


By    /s/ Martin Bernard
-------------------------------------------------------------------
          Martin Bernard, Director

Date: October 22, 2002


By   /s/ Ronald L. Fish
-------------------------------------------------------------------
         Ronald L. Fish, Director

Date: October 22, 2002

<PAGE>



                             CERTIFICATE 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 Amended Annual Report of Sandata Technologies,  Inc.
("the  "Company") on Form 10-KSB-A for the year ended May 31, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Bert E. Brodsky,  Chief  Executive  Officer and Chief  Financial  Officer of the
Company, certify, 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 results of operations of the
Company.



/s/ Bert E. Brodsky



Bert E. Brodsky
Chief Executive Officer,
Chief Financial Officer


October 22, 2002


<page>

                                  CERTIFICATION

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

     1. I have reviewed  this amended  annual report on Form 10-KSB/A of Sandata
Technologies, Inc. and its Subsidiaries;

     2. Based on my knowledge, this 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 periods covered by this amended annual
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this  amended  annual  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 amended annual 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
periods in which this amended annual report is being prepared;

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

     c) presented in this 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  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: October 22, 2002
                                   /s/ Bert E. Brodsky
                                       Bert E. Brodsky, Chief Executive
                                        Officer and Chief Financial Officer