UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2

[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                        11-284179
       (State or other jurisdiction of    (I.R.S. Employee 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>



                           AMENDMENT TO ANNUAL REPORT
                                 ON FORM 10-KSB
                         FOR THE YEAR ENDED MAY 31, 2002



     The  Annual  Report on Form  10-KSB for  Sandata  Technologies,  Inc.  (the
"Company") for the year ended May 31, 2002 is hereby amended and restated to the
extent, and only to the extent, of the following amendments:

ITEM 1 - DESCRIPTION OF BUSINESS

Business Development

             General

     The  Company,  by itself and  through  its wholly  owned  subsidiaries,  is
engaged in providing technology services to its customers. These services either
a) utilize software products  developed,  acquired or licensed by the Company or
b)  leverage  the  technology-based  core  competencies  that  the  Company  has
developed in formulating and delivering its software services.

     Applications  of the  Company's  software  include:  an  automated  payroll
processing and Medicaid  billing service  delivered via leased lines or over the
Internet,  computerized preparation of management reports,  telephone based data
collection   services,   and  automated   database  driven  outbound   telephone
notification.

     Services that leverage the Company's  core  competencies  are driven by the
Company's  Information  Technology ("IT") support  services.  The Company's core
competencies principally refers to its SHARP (Sandsport Home Attendant Reporting
Program)  product  which  provides  computer  services,  including  payroll  and
billing, to the home health care industry. The services currently offered by the
Company  include:  facilities  outsourcing  for  database and  operating  system
support, technology consulting,  custom software development and support, resale
and  implementation  of software  written and  distributed  by others,  web site
development  and  hosting,  help desk  services,  and hardware  maintenance  and
related administrative services.

     The  Company's  software  is  written in a variety  of  software  languages
including JAVA, C++, Oracle PL/SQL, CGI, Perl, VB, Foxpro, Access and COBOL.

     The Company  was  incorporated  in the State of New York in June,  1978 and
reincorporated  in the State of Delaware in December 1986. On November 21, 2001,
the Company changed its name from Sandata Inc. to its present name.

Business of Issuer

     Principal Products and Services

     Computerized  Information  Processing  Services.  The Company,  through its
wholly owned subsidiary,  Sandsport Data Services, Inc. ("Sandsport"),  provides
computer  services  to the home health care  industry,  principally  through its
SHARP product.
<PAGE>

     The primary  customers  are vendor  agencies  that provide  home  attendant
services  to the elderly  and infirm in New York City.  The  Federal  Government
offers this program (the "Home Attendant  Program") to participating  states and
municipalities  as an  optional  part  of  its  Medicaid  program.  The  Federal
Government  funds a  substantial  portion of the  program and the New York State
Department of Social Services and New York City fund the balance of the program.
In New York  City,  the Home  Attendant  Program  is  administered  by the Human
Resources  Administration  ("HRA"),  which  sub-contracts  with  proprietary and
not-for-profit  agencies ("Vendor  Agencies") to provide home attendant services
to those in need. HRA refers  patients to Vendor  Agencies  that, in turn,  send
home  attendants to patients'  homes to assist in personal  care chores.  Vendor
Agencies also provide periodic nurse's visits to patients.

     Sandsport processes payroll,  preparing paychecks  indicating  year-to-date
earnings and  deductions,  payroll  journals and payroll  earnings and deduction
summaries.  Sandsport  provides  computerized  information  which permits Vendor
Agencies to prepare  their  Employer's  Quarterly  Federal Tax Return,  New York
State  unemployment   insurance  returns,   deposits  for  Federal  unemployment
insurance and all required New York City tax returns and deposits.

     Annually, Sandsport prepares for each Vendor Agency employee Transmittal of
Income and Tax  Statements,  reconciliation  of state tax  withheld  and Federal
Unemployment  Insurance  Returns.  Sandsport also  furnishes to Vendor  Agencies
employee-earning  ledgers  that  enable  them to review a full  year's  earnings
history for each of their employees.

     Generally,  in providing  software-related  services,  the Company receives
data from its  customers,  processes the data on the Company's  equipment at its
premises, and generates reports based on such data.

     These services are primarily provided through SHARP. Vendor Agencies enlist
Sandsport's  computer services to provide weekly time sheets,  billing,  payroll
processing and management  reports.  For the fiscal years ended May 31, 2002 and
2001,  approximately  $5,433,000 or 32% and $5,445,000 or 31%, respectively,  of
the Company's  total operating  revenues were derived from services  rendered to
Vendor Agencies.

     The Company's  strategy is to diversify and expand its health care customer
base. Its wholly-owned  subsidiary,  Pro-Health  Systems,  Inc.,  ("Pro-Health")
intends to utilize newly  acquired and enhanced  software to provide  additional
payroll and billing  functionality for SHARP users and, by expanding its billing
capabilities,  make the product relevant to home healthcare agencies that cannot
use SHARP in its current form.

     Pro-Health  offers  a  system  which  is  designed  to be  delivered  as an
Application  Service  Provider ("ASP")  solution,  which allows its customers to
access  certain  Pro-Health  software  over the  Internet  without the  customer
needing  sophisticated  hardware at its site to house the  software or store the
data.  This allows the Company's  customers to have access to software  programs
via low-cost  hardware and on a fee per transaction  basis,  and enables them to
utilize the Company's software services without a substantial upfront investment
in either hardware or software.  The software consists of a comprehensive  suite
of  on-line   interactive   modules  that  are  integrated  with  other  Company
applications such as Santrax(R) (see below). The Pro-Health systems' modular and
flexible design makes it adaptable to the changeable needs of a wide spectrum of
health care entities.
<PAGE>

     For the fiscal years ended May 31, 2002 and 2001, approximately $530,000 or
3%, and $516,000 or 3% respectively,  of the Company's total operating  revenues
were derived from services rendered to customers using the Pro-Health system.

     Telephone-Based  Data  Collection  Services.  The Company has  developed an
automated  telephony  system  (combining  telephones  and  computers)  known  as
Sandata(R)  SANTRAX(R)  that allows the use of Automated  Number  Identification
("ANI") technology and voice recognition  technology to assist in capturing data
via telephone.  The system  incorporates  telephone  technologies  into the data
reporting process and is currently designed to monitor the arrival and departure
times of off-site  workers who simply call a unique  toll-free  number to record
their arrival and departure.  The system  automatically and immediately confirms
that the assigned  person is at the expected  place at the expected time for the
approved and scheduled  duration,  and produces  real-time  exception reports to
enable its clients to manage their off-site staff.

     In addition to  collecting  the  arrival  and  departure  times of off-site
workers  from the visit  site,  SANTRAX  is also able to collect a wide range of
additional  information.  By collecting  additional  data,  SANTRAX can increase
operational  efficiencies  and enable its  customers to generate  administrative
savings.  The information that can be collected and analyzed by SANTRAX includes
expense-related data such as mileage and supplies, as well as tasks performed by
the  off-site  worker.  This  data is  used to  produce  weekly  payroll  and to
automatically  prepare reimbursement  submissions.  Reports are generated to the
customer based upon its specific requirements.

     For the fiscal years ended May 31, 2002 and 2001,  approximately $7,691,000
or 45% and $7,562,000 or 43%,  respectively,  of the Company's  total  operating
revenues were derived from services rendered relating to SANTRAX.

     The  software  operates  on the ASP  model,  and the  Company  receives  an
aggregate of approximately  620,000 calls per week or 32 million calls per year.
The service is currently utilized  principally by the Company's home health care
clients,  and approximately  seventy-two per cent (72%) of current SANTRAX calls
are Vendor Agencies using the SHARP program.

     Although the Company developed SANTRAX on its own merits, on April 4, 1997,
MCI  Telecommunications  Corporation  ("MCI")  filed a claim against the Company
alleging that the Company infringed upon its patent.  Subsequently, a settlement
was reached with no admission of infringement by the Company.  Effective June 1,
1998,  the  Company  and MCI  entered  into a License  Agreement  (the  "License
Agreement")  pursuant to which the Company was granted a license,  under certain
of MCI's patents (each  individually a "Patent" and collectively the "Patents"),
which  enables it to use 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.  The License  Agreement  remains in
effect until the last to expire of various  patents held by MCI or until October
19, 2010,  whichever is later.  Pursuant to the License  Agreement,  the Company
pays MCI certain royalties on a per call basis.

     Although no assurances  can be given,  it is  anticipated  that the SANTRAX
product  can  be  utilized  by  other  industry  applications.  The  Company  is
developing  the  product  so that it can be sold  into  the  general  commercial
market,  and the service is currently being modified to meet the needs of a wide
range of businesses wishing to monitor or collect data from off-site employees.
<PAGE>

     Technology  Infrastructure and Outsourcing  Services.  The Company supports
specialized  system  applications  for  businesses  based upon its analysis of a
client's particular need and specialized system applications.

     In addition,  the Company develops web sites, runs e-commerce  applications
and resells  telephone  services,  leveraging the favorable rates it receives by
virtue of the  substantial  call volume driven by SANTRAX.  The Company has also
offered  managed  services  in the  security  arena  such  as  security  audits,
enterprise  firewalls  and  network  monitoring,  although it  currently  is not
providing  such   services.   The  Company  plans  to  diversify  the  web  site
development,  e-commerce,  and telephone  services and resell them to businesses
throughout the New York metropolitan area.

     For the fiscal years ended May 31, 2002 and 2001, approximately $737,000 or
4% and  $2,071,000  or  12%,  respectively,  of the  Company's  total  operating
revenues  were derived from  services  rendered for  outsourcing  services.  The
decrease in revenues from  outsourcing for 2002 as compared to 2001 is primarily
due to the  reduction of  programming  and  technical  services that the Company
provided  for Health Card during  fiscal 2002.  Previously,  Health Card did not
have its own programming and technical  services and therefore  outsourced these
services to the Company. However, as Health Card has grown, it has developed its
own  programming  and  technical  services  and  therefore  the  demand  for the
Company's outsourcing services has decreased.

     Information  Technology  Services.  The Company,  through its SandataNet(R)
division,  provides IT consulting services for businesses and the public sector.
It  delivers  computer,   communications  and  networking  sales  and  services,
including training, maintenance and repair services, to companies and government
and professional services organizations.

     SandataNet(R)  manages a help desk for the Company's  internal  operations.
This help desk is responsible for desk side support services, including software
support,  hardware  support/break-fix,   LAN  administration  and  configuration
services.

     The  Company  has  installed  critical  software  applications  at a  local
municipal  government  office.  It also provides  custom  programming,  software
development and installation services to this sector.

     For the fiscal years ended May 31, 2002 and 2001  approximately  $2,766,000
or 15% and  $2,170,000 or 12%,  respectively  of the Company's  total  operating
revenues were derived from services rendered relating to SandataNet(R).

     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.  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 $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.
<PAGE>

     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.  Therefore,  the carrying value of the impaired
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.


     Seasonality

     The Company's revenues are not subject to seasonal fluctuations.

     Competition

     In the sale of its software products, the Company competes for customers on
the basis of the range, price,  functionality and quality of its software and on
its ability to develop programs tailored to its customers' requirements. Many of
its competitors are companies with directly competitive software products, and a
number have substantially  greater financial resources and substantially  larger
marketing, technical and field organizations.

     With respect to the Company's  SHARP business,  there is added  competitive
pressure and  uncertainty  because the City of New York  requires all  contracts
with City agencies to undergo competitive bidding.  Furthermore,  the success of
the SHARP business rests with a key officer of the Company,  who has established
strong relationships with the Company's SHARP customers over the years. Although
the  Company  has been  awarded  contracts  based on its  bids,  there can be no
assurance that its bids will be accepted in the future.

     The computer services industry is characterized by competition in the areas
of service, quality, price and technical expertise.  Competitors in this segment
vary from small,  local  companies to  multinational  consulting  and accounting
firms.

      Customers

     The  Company's  customer  base is  primarily  drawn  from the  health  care
industry.  During the fiscal years 2002 and 2001, the Company  derived  revenues
from  the  Vendor  Agencies  who  are all  funded  by one  governmental  agency,
amounting to  approximately  $10,549,000 or 61% and  $10,608,000 or 60% of total
operating revenues,  respectively. The Company was owed approximately $1,259,000
and $1,160,000 from these customers at May 31, 2002 and 2001, respectively.  The
Company  also  derived  approximately  $693,000 or 4% and  $2,458,000  or 14% of
revenue in the years 2002 and 2001 from  National  Medical  Health Card Systems,
Inc.  ("Health  Card") for  database  and  operating  system  support,  hardware
leasing,  maintenance  and  related  administrative  services.  Health Card is a
public company engaged in the pharmacy  benefits  management  business;  Bert E.
Brodsky,  Chairman of the Board and Chief Executive  Officer of the Company,  is
also the Chairman of the Board and a principal  shareholder of Health Card. (See
Item 6 - "Management's  Discussion and Analysis or Plan of Operation - Liquidity
and Capital Resources").
<PAGE>

     The Company  markets its products and services  through  telemarketing  and
sales representatives.

     Proprietary Rights

     The Company filed a United States Trademark  application  which renames its
voice recognition timekeeping system to SANTRAX. The trademark was registered on
September 16, 1997.

     On March 3, 1997 the Company  filed an  application  with the United States
Patent  and  Trademark  Office to  register  its  SandataNet(R)  trademark.  The
trademark was registered on February 24, 1998.

     The Company has not applied  for  Federal  copyright  registration  for its
computer  software  systems now in existence or being  developed.  However,  the
Company believes that its systems are trade secrets and that they, together with
the  documentation,  manuals,  training aids,  instructions  and other materials
supplied  to users,  are  subject to the  proprietary  rights of the Company and
protected by applicable trade secret laws. The Company generally seeks to obtain
trade  secret  protection   pursuant  to  non-disclosure   and   confidentiality
agreements with its employees. Although the Company's customers are advised that
the Company  retains title to all of its  products,  and they agree to safeguard
against  unauthorized  use of such systems,  there can be no assurance  that the
Company  will be able to protect  against  misappropriation  of its  proprietary
rights and trade secrets.

    Research and Development

     The Company  incurred  approximately  $62,000 and $10,000 during the fiscal
years 2002 and 2001,  respectively,  on research  and  development.  The Company
incorporates its research and development into its on-going business activities.
The Company's  employees may develop new software  programs and expand or modify
existing  ones.  After  determining  that a program  has  reached  technological
feasibility,  the subsequent development costs are capitalized.  All other costs
are expensed.

     Employees

     As of  May  31,  2002,  the  Company  and  its  subsidiaries  employed  102
employees,  including  98  full-time  and 4  part-time  employees.  The  Company
believes  that  its  success  will  depend  in part on its  ability  in a highly
competitive   environment  to  attract  and  retain  highly  skilled  technical,
marketing and management personnel.

     On August 8, 2001, the Company  eliminated certain positions and terminated
approximately  thirty (30) employees.  Projected  revenue  reductions and recent
operating losses combined to cause management to re-evaluate staffing needs. The
eliminations  and  terminations  from within the  Company  and its  subsidiaries
generated  approximately  $1,600,000  in  reduced  expenses.  The  Company  also
incurred approximately $47,000 in severance payments.

     The Company  considers  its  employee  relations  to be  satisfactory.  The
Company is not a party to any collective bargaining agreement.

ITEM 3 - LEGAL PROCEEDINGS

     In August of 1999, the Company's  wholly-owned  subsidiary,  Sandsport Data
Services,  Inc.  ("Sandsport")  was named as a defendant in Greater Bright Light
<PAGE>

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).  Greater  Bright  Light Home Care  Services,  Inc.  ("GBL") is a
not-for-profit  corporation  that was  organized  to render home care  attendant
services to individuals  selected as eligible recipients by the City of New York
acting  through  the  Department  of  Social  Services  of the  Human  Resources
Administration ("HRA").  Pursuant to its agreement with HRA, GBL was entitled to
reimbursement  checks  from the New York  State  Department  of Health  Medicaid
Management  Information  System for the  services it provided  ("MMIS  Checks").
Before  GBL could  provide  home care  attendant  services  it was  required  to
demonstrate  to HRA that it  obtained  a $1.2  million  line of  credit.  Joseph
Jeffries El  represented  to GBL that he would  provide it with the $1.2 million
line of credit  that HRA  required  in  exchange  for an annual fee of  $120,000
payable in twelve equal monthly installments of $10,000. GBL and Joseph Jeffries
El's company,  El Equity  Corporation ("El Equity"),  thereafter entered into an
Escrow  Agreement  pursuant  to which El Equity  was to receive a portion of the
funds  received  from MMIS.  The MMIS checks were to be deposited in a specified
account at Marine Midland Bank. GBL alleged that El Equity  misappropriated  the
MMIS funds.  GBL further  alleged that El Equity  breached the Escrow  Agreement
because it failed to provide GBL with the $1.2 million line of credit.

     Sandsport  had been  retained by GBL to pick up its MMIS checks and deposit
them in a designated  account at Marine  Midland  Bank.  El Equity  alleged that
Sandsport's agreement with GBL prohibited it from depositing the MMIS funds into
any other account absent written  instructions signed by both GBL and El Equity.
El Equity  alleged that  Sandsport,  pursuant to GBL's  instructions,  deposited
certain MMIS checks into an account other than the designated account. El Equity
therefore  asserted  cross-claims  against  Sandsport for breach of contract and
conversion.  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 and has denied any  wrongdoing.  The aggregate
amount of the funds at issue is approximately $262,000.

     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  financial  performance.  The Company  has  retained  its  proprietary
interest in the subject software.

     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
<PAGE>

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.  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. See Note 5c
to the Financial Statements comprising Item 7 hereof.

     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 business or financial condition of the Company.


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

     The Company provides its computerized  information processing services to a
variety of users, although principally to the health care industry.  Many of the
Company's  software  programs are  adaptable  to customers in related  fields of
enterprise.  Thus,  the  components  of the SHARP system for the Home  Attendant
Program - Medicaid reimbursable billing, management reports, payroll processing,
tax reports - are being  developed for  utilization in other  settings,  such as
nursing homes, skilled nursing facilities, and rehabilitation facilities.

     The  Company's  telephone-based  data  collection  services  are  currently
principally used to monitor  off-site  workers in the home healthcare  industry.
The SANTRAX  proprietary  software could be used to monitor  off-site workers in
other industries,  and the Company is currently  exploring  opportunities in the
temporary staffing, security guard and building maintenance industries.

     Technology  infrastructure and outsourcing  services are currently utilized
in-house and within  affiliate  companies.  The Company intends to take the core
competencies  that it has  developed in  supporting  its service  offerings  and
resell them into the business  community in the New York metropolitan  area. The
Company cannot assure its ability to resell such services.

     The Company believes it can leverage its in-house capabilities to develop a
new IT services  business,  and intends  that such IT services  will be marketed
primarily to businesses in the New York metropolitan  area, where it believes it
can support  professional  services with on-site  technical help. In the future,
the Company believes it will have the capability of rolling out such IT services
to a wider  geographical  audience.  The  Company  cannot  assure its ability to
develop a new IT service  business and cannot predict that such services will be
successful.

     Analysis of Operations

     Fiscal Years ended May 31, 2002 compared with May 31, 2001

     Service  fee  revenues  for fiscal  2002 were  $17,173,922  as  compared to
$17,769,069  for the  previous  fiscal  year,  a decrease of $595,147 or 3%. The
decrease is primarily  attributable  to a decrease in service fee revenues  from
<PAGE>

Health Card of  approximately  $1,300,000 due to a reduction of programming  and
technical services provided by the company. Previously, Health Card did not have
its own  programming  and  technical  services and  therefore  outsourced  these
services to the company. However, as Health Card has grown, it has developed its
own  programming  and  technical  services  and  therefore  the  demand  for the
Company's  outsourcing  services has  decreased.  In  addition,  the decrease is
partially  attributable  to the sale of a customer  list to a third party,  as a
result of which the Company is no longer able to  recognize  the  revenues  from
such  customers.  The decrease in revenues is  partially  offset by increases in
revenue from SandataNet  Consulting of  approximately  $1,266,000 due to several
consulting contracts with customers.

     Other  income for the year ended May 31,  2002 was  $514,999 as compared to
$368,502  for the year ended May 31,  2001,  an increase of $146,497 or 40%. The
increase is attributable  to $115,000 in payments  received in connection with a
litigation  settlement  and the sale of a customer  list for  $79,000 to a third
party. This increase is partially offset by a decrease in revenue recognition on
sales/leasebacks  transactions  as some of the leases  have  expired  and no new
sales/leasebacks were entered into during fiscal 2002.

       Expenses Related to Services

     Operating  expenses  were  $9,877,651  for the year ended May 31, 2002,  as
compared to $10,372,524  for the year ended May 31, 2001, a decrease of $494,873
or 5%. Decreased payroll expenses (approximately $875,000) due to a reduction in
workforce,  and decreased  equipment rental expenses  (approximately  $373,000),
partially offset by increases in purchases for resale  (approximately  $945,000)
were the primary factors for the decrease in operating expenses.

     Selling,  general and  administrative  expenses  for the year ended May 31,
2002 were $5,502,264  compared to $5,004,255 for the year ended May 31, 2001, an
increase of $498,099 or 9%. The  increases  were  primarily  due to increases in
consulting and legal expenses, and additional insurance premiums.

     Depreciation and  amortization  expenses were $1,839,959 for the year ended
May 31,  2002,  as compared to  $2,748,411  for the year ended May 31,  2001,  a
decrease of $908,452 or 33%.  The  decrease was  primarily  attributable  to the
write off of impaired  software in 2001,  as  described  below under the heading
"Impairment of Developed Software."

     Interest  expense for the year ended May 31, 2002 was  $241,729 as compared
to $189,240 for the year ended May 31, 2001,  an increase of $52,489 or 28%. The
increase  was a result  of  higher  overall  average  daily  balances  under the
Company's  revolving  credit  agreement.  The higher overall daily balances were
primarily  due to increased  borrowings  to fund working  capital  requirements,
specifically  to fund the  Company's  increased  accounts  payable  and  accrued
expenses.

      Impairment of Developed Software

     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
system's  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
<PAGE>

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.

      Impairment of Goodwill

     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.


     Income Tax Expenses

     Income tax expense  (benefit) was $249,067 and $(1,293,401) for fiscal 2002
and 2001,  respectively.  The  increase  in income tax  expense is due to higher
pretax  income.  The effective tax rates for fiscal 2002 and 2001 were 63.7% and
(37.0%), respectively.

     IDA/SBA Financing

     In November, 1996 the Company entered into an agreement with the Affiliate,
the Nassau County Industrial  Development  Agency ("NCIDA"),  and Marine Midland
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.
<PAGE>

     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.  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.  During the years
ended  May 31,  2002  and  2001,  the  Company  paid  rent to the  Affiliate  of
approximately $408,000 and $615,000, respectively.

     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 U.S.
Small  Business  Administration  ("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.

      Liquidity and Capital Resources

     The Company's  working  capital  decreased as of May 31, 2002 to $1,890,988
from $1,956,661 as of May 31, 2001. The primary factors that  contributed to the
decrease  were  increases  in  accounts  payable,  accrued  expenses  and  notes
receivable-officer,  and decreases in receivables  from  affiliates and deferred
income, offset by an increase in cash and cash equivalents.

     The Company has spent  approximately  $2,620,049 for fixed asset additions,
including  software  capitalization  costs in connection with revenue growth and
new  product  development.  The  Company  expects a  reduction  in the levels of
capital expenditures in the future.

     On July 14, 1998 the  Chairman,  certain  officers and  directors  (Bert E.
Brodsky, Hugh Freund and Gary Stoller), and a former director, Carol Freund (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 item 7 "Financial  Statements" 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
<PAGE>

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% to
reflect fair market value, and the shares and note of the spouse of the officer,
Carol Freund, were both transferred to the officer.

     On April 18, 1997 Sandsport, entered into a revolving credit agreement (the
"Credit  Agreement") with the Bank which allowed  Sandsport to borrow amounts up
to  $3,000,000.  Interest  accrues  on  amounts  outstanding  under  the  Credit
Agreement at a rate equal to the London Interbank  Offered Rate plus 2% and will
be paid quarterly in arrears or, at Sandsport's  option,  interest may accrue at
the Bank's  prime rate.  The Credit  Agreement  requires  Sandsport to pay a fee
equal to 1/4% per annum on the unused average daily balance of amounts under the
Credit  Agreement.  In addition,  there are other fees and charges imposed based
upon  Sandsport's  failure to  maintain  certain  minimum  balances.  The Credit
Agreement has been amended by the Bank to permit  Sandsport to borrow amounts up
to  $4,500,000  until June 14,  2003.  Interest  accrues at the same rate as the
original  Credit  Agreement.  The  indebtedness  under the Credit  Agreement  is
guaranteed by the Company and Sandsport's sister subsidiaries (the "Group"). All
of the  Group's  assets are  pledged to the Bank as  collateral  for amounts due
under the  Credit  Agreement,  which  pledge is  secured  by a first lien on all
equipment owned by members of the Group,  as well as a collateral  assignment of
$2,000,000 of life insurance payable on the life of the Company's Chairman.  The
Group's  guaranty  to  the  Bank  was  subsequently   modified  to  include  all
indebtedness  incurred by the Company under the amended Credit  Agreement  dated
August 24, 2001 (see below).

     In  addition,  pursuant to the Credit  Agreement,  the Group is required to
maintain  certain  levels  of net  worth and meet  certain  financial  ratios in
addition to various other  affirmative and negative  covenants.  At May 31, 2001
the Group  failed to meet  these net worth and  financial  ratios,  and the Bank
granted the Group a waiver.  As of August 24, 2001,  Sandsport,  the Company and
the other members of the Group,  and the Bank,  entered into the Third Amendment
and Waiver  (the "Third  Amendment")  to the Credit  Agreement.  Pursuant to the
Third  Amendment,  Sandsport's  covenants  to the Bank to maintain a certain net
worth and to maintain certain financial ratios were revised,  on a going-forward
basis, and the noncompliance with the existing covenants was waived by the Bank.
In addition,  in connection with the Third Amendment,  Sandsport and each member
of the  Group  executed  and  delivered  to the Bank a  Collective  Amended  and
Restated Security Agreement,  pursuant to which the Bank's security interest was
extended  to include a security  interest  in all of the  personal  and  fixture
property of  Sandsport,  the Company and the members of the Group.  On April 11,
2002 the Bank  approved  the  extension  of the  termination  date of the Credit
Agreement  to June 14,  2003.  There  can be no  assurance  that  the Bank  will
continue to grant waivers if the Group fails to meet the net worth and financial
ratios in the future.  If such  waivers are not granted,  any loans  outstanding
under the Credit Agreement become immediately due and payable, which may have an
adverse effect on the Company's business,  operations or financial condition. As
of May 31, 2002, the outstanding  balance on the Credit  Agreement with the Bank
was $4,500,000 and the Company was in compliance with the covenants.

     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:
<PAGE>

     (a) 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 the year ended May 31, 2001,  which was
the last year of the lease. An  unaffiliated  third party purchased the residual
rights in such lease.

     (b) 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.

     (c) In May 1999, the Company entered into 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.

     (d) 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.

     (e) 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.

     (f) In February 2000, the Company entered into 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.

     (g) In November 2000, the Company entered into 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.

     Until  January of 2002,  the Company was leasing  equipment  and  providing
services to Health Card  pursuant to a verbal  agreement,  and was receiving its
allocable  share of  administrative  and  support  services  that were shared by
Health  Card  and  the  Company  at a  cost  to  Health  Card  of  approximately
$81,000/month.  As of January,  2002, the Company ceased  rendering  services to
<PAGE>

Health Card.  Health Card  continues to pay its allocable  share of expenses for
shared services, which amounts to approximately $45,000 per month.

     The Company believes the results of its present  operations,  together with
the available  Credit Line,  should be adequate to fund present and  foreseeable
working capital requirements.

Prospects for the Future, Trends and Other Events

     There is added competitive  pressure and uncertainty in the Company's SHARP
business  because the City of New York requires all contracts with City agencies
to undergo competitive bidding.  Furthermore,  the success of its SHARP business
rests  with  a  key  officer  of  the  Company,   who  has  established   strong
relationships  with the Company's SHARP  customers over the years.  Although the
Company has been awarded  contracts based on its bids, there can be no assurance
that its bids will be accepted in the future.

Going Private Transaction

     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  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  part of 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 of the Company other than the shares owned by Mr. Brodsky and
the other  shareholders  that shall  comprise part of 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.

     Except as  discussed  above,  the Company has no  knowledge of any specific
prospects,  industry or other trends,  events or uncertainties that might have a
material impact on the Company's net sales or revenues or income from continuing
operations,  or that would  increase the value of the shares in the long-term or
the short-term.

<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 Officer)

   Date: January 28, 2003

     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: January 28, 2003


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

  Date: January 28, 2003


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

  Date: January 28, 2003


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

  Date: January 28, 2003

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

  Date: January 28, 2003

<PAGE>


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

     In  connection   with  the  Amendment  to  the  Annual  Report  of  Sandata
Technologies,  Inc.  (the  "Company")  on Form 10-KSB for the year ended May 31,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"),  Bert E. Brodsky,  Chief  Exectuive  Officer and Chief Financial
Officer of the Company,  certifies,  pursuant to 18 U.S.C.  ss. 1350, as adopted
pursuant  to ss. 906 of the  Sarbanes-Oxley  Act of 2002,  that:

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

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


 /s/  Bert E. Brodsky

 Bert. E. Brodsky
 Chief Executive Officer and Chief Financial Officer
 January 28, 2003



<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.

               Dated: January 28, 2003
                                       --------------------------------------
                                       Bert E. Brodsky, Chief Executive
                                       Officer and Chief Financial Officer