SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2002



                         COMMISSION FILE NUMBER 0-26168


                               CAREADVANTAGE, INC.
             (Exact name of registrant as specified in its charter)


DELAWARE                                                              52-1849794
(State or other jurisdiction of                                 (I.R.S. Employer
Incorporation or organization)                            Identification Number)

485-C Route 1 South, Iselin, New Jersey                                    08830
(Address of principal executive offices)                              (Zip Code)


       Registrant's telephone number, including area code: (732) 602-7000


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  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
                                       ---     --------



                                   99,794,669
         Number of shares of Common Stock outstanding as of May 2, 2002

                  Transitional Small Business Disclosure Format
                                    Yes    No  X
                                       ---    ---








<PAGE>




                      CareAdvantage, Inc. and Subsidiaries
                                   Form 10-QSB
                    For the three months ended March 31, 2002


                                    I N D E X


Part I - Financial Information

    Item 1.    Financial Statements

         o  Condensed Consolidated Balance Sheets -
            March 31, 2002 (Unaudited) and December 31, 2001 (Audited).......  2

         o  Condensed Consolidated Statements of Operations -
            Three months ended March 31, 2002 (Unaudited) and
            March 31, 2001 (Unaudited).......................................  3

         o  Condensed Consolidated Statements of Cash Flows -
            Three months ended March 31, 2002 (Unaudited) and
            March 31, 2001 (Unaudited).......................................  4

         o  Notes to Condensed Consolidated Financial Statements.............  5
            (Unaudited)

    Item 2.    Management's Discussion and Analysis of
               Financial Condition and Results of Operations.................  7


Part II - Other Information

    Item 1.    Legal Proceedings............................................  10

    Item 2.    Changes in Securities........................................  10

    Item 3.    Defaults Upon Senior Securities..............................  10

    Item 4.    Submission of Matters to a Vote of Security Holders..........  10

    Item 5.    Other Information ...........................................  10

    Item 6.    Exhibits and Reports on Form 8-K.............................  10

    Signatures..............................................................  11




<PAGE>

<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION
ITEM 1.  Financial Statements

                       CAREADVANTAGE, INC AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                 March 31,                       December 31,
                     ASSETS                                        2002                               2001
                                                                 Unaudited                          Audited
                                                                 ---------                          -------
Current assets:
<S>                                                              <C>                              <C>
     Cash and cash equivalents                                   $4,477,000                       $4,297,000
     Restricted Cash                                                100,000                          100,000
     Accounts receivable for services:
         Stockholder                                              1,411,000                        1,303,000
         Other                                                      521,000                          375,000
     Other current assets                                           261,000                          139,000
                                                                -----------                    -------------

                  Total current assets                            6,770,000                        6,214,000

Property and equipment, at cost less accumulated depreciation     1,170,000                          464,000
Intangible assets                                                   572,000                          836,000
Other assets                                                         76,000                           78,000
                                                                     ------                    -------------

Total Assets                                                    $ 8,588,000                    $   7,592,000
                                                                ===========                    =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

     Accounts payable                                               300,000                          412,000

     Accrued compensation and related benefits                    1,062,000                          757,000
     Accrued expenses and other current liabilities                 672,000                          520,000
                                                                -----------                    -------------


                  Total current liabilities                       2,034,000                        1,689,000



Total Liabilities                                                 2,034,000                        1,689,000
                                                                -----------                    -------------

Stockholders' equity:
     Preferred stock-par value $.10 per share;
          authorized 10,000,000 shares; none issued
     Common stock-par value $.001 per share;
         authorized 200,000,000 shares; issued
         and outstanding 99,786,663 and 99,781,663                  100,000                          100,000
     Additional capital                                          23,803,000                       23,800,000
     Accumulated deficit                                        (17,349,000)                     (17,997,000)
                                                                -----------                    -------------

Total Stockholders' Equity                                        6,554,000                        5,903,000
                                                                -----------                    -------------
Total Liabilities and Stockholders' Equity                      $ 8,588,000                    $   7,592,000
                                                                ===========                    =============

</TABLE>

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

                                       2
<PAGE>


                      CAREADVANTAGE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                    Three Months Ended March 31,

                                                       2002               2001
                                                       ----               ----

Net revenues                                         $5,509,000       $5,142,000

Costs of services                                     2,787,000        2,755,000
                                                     ----------       ----------


Gross margin                                          2,722,000        2,387,000
                                                     ----------       ----------

Operating expenses:

Selling, general and administration                   1,895,000        1,675,000
Depreciation and amortization                           145,000          175,000
                                                     ----------       ----------

Total operating expenses                              2,040,000        1,850,000
                                                     ----------       ----------

Operating income                                        682,000          537,000

Interest income - net                                    14,000            8,000

Provision for income taxes                               48,000           30,000
                                                     ----------       ----------

Net income                                             $648,000       $  515,000
                                                     ==========       ==========

Net  income
per share of common stock-basic and diluted                $.01             $.01
                                                     ==========       ==========

Weighted average number
of common shares outstanding -

     Basic                                           99,786,000       83,534,000
                                                     ==========       ==========

     Diluted                                        102,107,000       86,903,000
                                                    ===========       ==========




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

                                       3
<PAGE>


                      CAREADVANTAGE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                    Three Months Ended March 31,

                                                      2002               2001
                                                      ----               ----

Cash flows from operating activities:

Net income                                           $ 648,000        $ 515,000

Adjustments to reconcile net income
to net cash provided from operating
activities:

       Depreciation and amortization                   175,000          215,000
       Compensation due to option issuance               2,000           13,000

Change in assets and liabilities:

       Accounts Receivable                            (254,000)         280,000
       Other assets                                   (120,000)        (208,000)
       Accounts payable                               (112,000)          31,000
       Accrued expenses and other liabilities          457,000          273,000
                                                    ----------       ----------

Net cash  provided by
operating activities                                   796,000        1,119,000
                                                    ----------       ----------

Cash flows from investing activities:

Capital expenditures                                  (617,000)        (150,000)
                                                    ----------       ----------


Cash flows from financing activities:

Transfer from restricted cash                                -          256,000
Proceeds from issuance of Common Stock                   1,000                -
                                                    ----------       ----------

Net cash provided by financing activities                1,000          256,000
                                                    ----------       ----------

Net increase in cash                                   180,000        1,225,000

Cash - beginning of period                           4,297,000        1,479,000
                                                    ----------       ----------

Cash - end of period                                $4,477,000       $2,704,000
                                                    ==========       ==========



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

                                       4
<PAGE>


                      CAREADVANTAGE, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A--Basis of preparation:

The condensed consolidated financial statements as of March 31, 2002 and for the
three months ended March 31, 2002 and 2001 have been prepared by  CareAdvantage,
Inc.,  (the  "Company")  and have not been audited by the Company's  independent
auditors.  The accompanying  financial statements include all adjustments (which
include only normal  recurring  adjustments)  which in the opinion of management
are necessary to present  fairly the financial  position,  results of operations
and cash flows as of and for the  periods  ended  March 31,  2002 and 2001.  All
amounts contained herein the financial  statements,  except per share data, have
been rounded to the nearest thousand.

Certain  information and note  disclosures  required to be included in condensed
financial  statements  prepared in accordance with generally accepted accounting
principles have been omitted.  These condensed consolidated financial statements
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto  included  with the  Company's  December 31, 2001 Annual Report on
Form 10-KSB.  The results of operations  for the period ended March 31, 2002 are
not  necessarily  indicative  of  operating  results to be expected for the full
year.

Note B--Per share data:

Basic net  income  per share has been  computed  based on the  weighted  average
number of shares  outstanding  during the periods.  Dilutive  earnings per share
reflects  the  potential  dilution  that could  occur if  dilutive  options  and
warrants outstanding were exercised and converted into common stock.

Note C--Contingencies:

Potential uninsured exposure to litigation:

On August 12, 1998,  Caruso v.  Petillo,  et al., was filed against the Company,
three of its former officers, John J. Petillo, Vincent M. Achillare and Lawrence
A.  Whipple,  and certain  others in  Superior  Court of New Jersey by Robert T.
Caruso, a former  consultant to the Company.  The complaint seeks damages in the
approximate  amount of $1.8 to $2.0 million on account of the termination of Mr.
Caruso's consulting  arrangement with the Company on a variety of legal theories
including  breach  of  contract,  fraud,  conspiracy,  promissory  estoppel  and
negligent   misrepresentation.   The  Company   received  a  written  claim  for
indemnification  from  defendants  Petillo and Achillare  and,  subject to their
having acted in good faith,  the Company  agreed to indemnify them and defendant
Whipple and to pay their  reasonable  defense  costs.  On February 16, 2001, the
court dismissed this action with prejudice with respect to defendant  Achillare.
In May 2001, the matter was scheduled for trial against the remaining defendants
-- the Company and Messrs.  Petillo and Whipple. Mr. Caruso was unable to attend
the trial due to his  incarceration in a Federal  Detention Center. As a result,
Mr.  Caruso and the  aforesaid  remaining  defendants  signed a  Stipulation  of
Dismissal, terminating the action, without prejudice, and the action was ordered
dismissed.  On April 29, 2002,  Mr. Caruso filed a motion to restore his action,
which is scheduled to be heard on May 24, 2002.  The Company plans to vigorously
contest such  motion,  and, in the event the motion is granted,  the  underlying
claims. The Company has recorded a provision for Mr. Caruso's contingent claims.
There can be no assurance  that this  provision  will be  sufficient  to satisfy
these  claims.  The Company  received  notice from its  directors  and  officers
liability  insurance  carrier,  Princeton  Insurance  Company,  that  it  denied
coverage in this matter;  in September  2001, the Company  commenced  litigation
against Princeton Insurance Company contesting its decision to deny coverage and
seeking damages therefor. Princeton has denied liability in that lawsuit and has
counter-claimed  against the Company for its  attorneys'  fees in defending  the
lawsuit. The Company believes the counterclaim is without merit.

Note D - Supplemental Cash Flow Information:

Below is supplemental  cash flow  information  related to the three months ended
March 31, 2002 and March 31, 2001:

                                    March 31,                  March 31,
                                    ---------                  ---------

                                      2002                       2001
                                      ----                       ----

Income taxes paid                    6,000                      3,000

                                       5
<PAGE>

                      CAREADVANTAGE, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note E - Exercise of Stock Options

During the three months ended March 31, 2002,  the exercise of certain  employee
stock options resulted in the issuance of 5,000 shares of common stock.


                                       6


<PAGE>


                               CAREADVANTAGE, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Cautionary Statements:

Statements  in this Form  10-QSB  may  constitute  "forward-looking  statements"
within  the  meaning of the  Private  Securities  Litigation  Reform Act of 1995
("PSLRA"),  including statements concerning  management's plans,  intentions and
expectations  with respect to future  financial  performance  and future events,
particularly   relating  to  revenues   from   performance-based   services  and
re-negotiations  of existing and new  contracts  with  customers.  Many of these
statements  involve known and unknown risks,  uncertainties  and  contingencies,
many of which are beyond our  control,  which  could  cause  actual  results and
outcomes to differ  materially from those  expressed in this 10-QSB.  For a more
complete discussion of these risk factors, please see "Cautionary Statements" in
Item 6 of the Company's Form 10-KSB for the fiscal year ended December 31, 2001.
Although we believe that our plans,  intentions  and  expectations  reflected in
these forward-looking  statements are reasonable,  we can give no assurance that
our plans, intentions or expectations will be achieved.

GENERAL OVERVIEW:

CareAdvantage,  Inc.  ("CAI"  or the  "Company")  and its  direct  and  indirect
subsidiaries,  CareAdvantage  Health  Systems,  Inc.  ("CAHS") and  Contemporary
HealthCare  Management,   Inc.  ("CHCM"),  are  in  the  business  of  providing
management and health care cost containment  services  designed to enable health
care  insurers and other  health  service  organizations  to reduce the costs of
medical services provided to their subscribers.  The management services include
care management program enhancement services,  executive and clinical management
services,  and training  programs;  the  healthcare  cost  containment  services
include utilization review in medical/surgical cases where  pre-authorization is
required  for   hospitalization   and  for  certain  in-patient  and  outpatient
procedures, case management and disease management, and independent reviews. The
Company's  management  services  have been  provided to  integrated  health care
delivery systems;  the Company's health care cost containment services have been
principally provided to several of the statewide Blue Cross/Blue Shield ("BCBS")
health service organizations in the United States.

The Company has a service agreement with Horizon BCBSNJ that expired on June 30,
2000 and accounted for approximately  70% of net revenue for 2001.  Although the
precise terms of a contract  renewal have not yet been agreed upon,  the Company
has been  informed  by Horizon  BCBSNJ  that  Horizon  BCBSNJ  will  continue to
contract with the Company for care management services for the indemnity portion
of the business at least until January 1, 2003.



RESULTS OF OPERATIONS:

The following  discussion  compares the Company's  results of operations for the
three months  ended March 31, 2002,  with those for the three months ended March
31, 2001. The Company's condensed  consolidated  financial  statements and notes
thereto  included  elsewhere in this report contain  detailed  information  that
should be referred to in conjunction with the following discussion.



Three Months Ended March 31, 2002, Compared to Three Months Ended March 31, 2001

Revenues:

The Company's total operating  revenues for the three-month  periods ended March
31,  2002 and  March 31,  2001 were  approximately  $5,509,000  and  $5,142,000,
respectively.  This  represents  an increase of  approximately  $367,000 for the
three-month  period  ended March 31, 2002 from the  corresponding  period of the
prior year. The increase for the three months ended March 31, 2002 resulted from
an increase of  approximately  $1,028,000  due to  increased  business  from the
Company's major customers, offset by decreased revenue of approximately $661,000
from non-recurring consulting business.

                                       7
<PAGE>



Cost of services:

The Company's  total direct cost of services for the  three-month  periods ended
March 31, 2002 and March 31, 2001 was  approximately  $2,787,000 and $2,755,000,
respectively.  This  represents  an  increase of  approximately  $32,000 for the
three-month  period  ended March 31, 2002 over the  corresponding  period of the
prior year.  The  increase in the cost of services  for the  three-month  period
ended  March  31,  2002  was  primarily  due to  increased  personnel  costs  of
approximately  $339,000,  offset by decreases  in travel costs of  approximately
$147,000,  professional  costs of  approximately  $151,000 and  depreciation and
amortization expense of approximately $9,000.

Operating expenses:

Selling, general, and administrative:

The  Company's  total  selling,   general,  and  administrative  costs  for  the
three-month  periods ended March 31, 2002 and March 31, 2001 were  approximately
$1,895,000  and  $1,675,000,   respectively.  This  represents  an  increase  of
approximately  $220,000 for the three-month period ended March 31, 2002 over the
corresponding period of the prior year. This increase for the three-month period
ended  March  31,  2002 is  largely  due to  increases  in  personnel  costs  of
approximately $161,000, facility costs of approximately $51,000, information and
communication  costs of  approximately  $4,000,  travel  costs of  approximately
$7,000,  and other general and  administrative  costs of approximately  $24,000,
offset by decreases in professional costs of approximately $27,000.

Depreciation and amortization:

The Company's  total  depreciation  and  amortization  costs for the three-month
periods ended March 31, 2002 and March 31, 2001 were approximately  $175,000 and
$215,000, respectively.  Approximately $30,000 and $39,000 were included in cost
of services for such periods.

Interest income:

The Company's total net interest income for the three-month  periods ended March
31, 2002 and March 31, 2001 was approximately $14,000 and $8,000,  respectively.
This represents an increase of  approximately  $6,000 in net interest income for
the three-month period ended March 31, 2002 from the corresponding period of the
prior year.  The  increase in net  interest  income is largely due to  decreased
interest costs of approximately  $26,000 offset by decreased  interest income of
approximately $20,000 from the Company's short-term investments.



LIQUIDITY AND  FINANCIAL CONDITION:



General overview:

At March 31, 2002, the Company had working capital of approximately  $4,736,000,
stockholders'  equity of  approximately  $6,554,000 and an  accumulated  deficit
since its inception of approximately  $17,349,000.  Management is of the opinion
that it must  continue to refine its current  service lines in order to continue
to add value to existing  and  potential  customers.  Additionally,  the Company
intends  to  broaden  its  services   offered  with  unique  and   complementary
cost-containment  strategies.  Management will evaluate each service with regard
to anticipated  changes in the health care industry,  the cost to enter any such
line of service as well as the availability of competent  resources.  To further
expand its line of services,  the Company intends to pursue  alternatives to its
internal  products and service  development  efforts by entering into  strategic
alliances and joint ventures as well as through acquisitions.

                                       8

<PAGE>

Financial condition:

At March 31, 2002, the Company had cash of approximately  $4,477,000 and working
capital of approximately  $4,736,000. At December 31, 2001, the Company had cash
of approximately $4,297,000 and working capital of approximately $4,525,000.

Net cash provided by operating activities amounted to approximately $796,000 and
$1,119,000 for the three-month  periods ended March 31, 2002 and March 31, 2001,
respectively.  The decrease in cash provided from 2002  operating  activities is
largely due to an increase in customer receivables of approximately $254,000, an
increase in accrued expenses and other liabilities of approximately  $457,000, a
decrease  in other  assets of  approximately  $120,000,  a decrease  in accounts
payable  of   approximately   $112,000,   increases   in  non-cash   charges  of
approximately $177,000 and $648,000 in net profit.

Net cash used in investing  activities  amounted to  approximately  $617,000 and
$150,000 for the  three-month  periods  ended March 31, 2002 and March 31, 2001,
respectively. The increase in cash used is due to increased capital expenditures
during the three-month period ended March 31, 2002.

Net cash provided by financing activities amounted to approximately $1,000 and
$256,000 for the three-month periods ended March 31, 2002 and March 31, 2001,
respectively. The decrease in cash is due to a transfer of restricted cash of
$256,000 and an increase of approximately $1,000 from proceeds common stock
issuance.

While there can be no assurances,  management believes that its cash on hand and
projected   future  cash  flows  from  operations  will  support  the  Company's
anticipated cash needs for calendar year ending December 31, 2002.



                                       9

<PAGE>


                               CAREADVANTAGE, INC.




PART II--OTHER INFORMATION

Item 1.  Legal Proceedings

For a description of legal proceedings,  see Note C to the Financial Statements.
With the exception of the legal proceedings described in Note C to the Financial
Statements,  there are no material pending legal proceedings other than ordinary
routine litigation incidental to the business of the Company.

Item 2.  Changes in Securities

None.

Item 3.  Defaults Upon Senior Securities

None.

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

No matters were submitted to a vote of the Company's security holders during the
last quarter of calendar year ended March 31, 2002.

Item 5.  Other Information

None.

Item 6. Exhibits and reports on Form 8-K

  (a) Exhibits

         None.

  (b) Reports on Form 8-K

         None.




                                       10
<PAGE>


                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.



                                 CareAdvantage, Inc



May 8, 2002                     /s/ Dennis J. Mouras
                                ---------------------------------------
                                Dennis J. Mouras
                                Chief Executive Officer



May 8, 2002                     /s/ R. Christopher Minor
                                ---------------------------------------
                                R. Christopher Minor
                                Chief Financial Officer






                                       11