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, 2003



                         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
                                               ---       --------



                                   99,795,000
         Number of shares of Common Stock outstanding as of May 1, 2003

                  Transitional Small Business Disclosure Format
                                  Yes___ No_X_









<PAGE>




                      CareAdvantage, Inc. and Subsidiaries
                                   Form 10-QSB
                    For the three months ended March 31, 2003


                                    I N D E X


Part I - Financial Information

    Item 1.    Financial Statements

o   Condensed Consolidated Balance Sheets -
               March 31, 2003 (Unaudited) and December 31, 2002................2

o   Unaudited Condensed Consolidated Statements of Operations -
               Three months ended March 31, 2003 and March 31, 2002............3

o   Unaudited Condensed Consolidated Statements of Cash Flows -
               Three months ended March 31, 2003 and March 31, 2002............4

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

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

    Item 3.    Controls and Procedures........................................10

Part II - Other Information

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

    Item 2.       Changes in Securities.......................................11

    Item 3.       Defaults Upon Senior Securities.............................11

    Item 4.       Submission of Matters to a Vote of Security Holders.........11

    Item 5.       Other Information ..........................................11

    Item 6.       Exhibits and Reports on Form 8-K............................11

    Signature.................................................................12


<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1.  Financial Statements

                                            CAREADVANTAGE, INC AND SUBSIDIARIES
                                           CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                 March 31,                 December 31,
                     ASSETS                                        2003                       2002
                                                                 Unaudited                   Audited
                                                                 ---------                   -------
<S>                                                              <C>                        <C>
Current assets:
     Cash and cash equivalents                                   $6,151,000                 $ 7,793,000
     Restricted cash                                                100,000                     100,000
     Accounts receivable for services:
         Stockholder, net of allowance of $779,000                  762,000                   1,531,000
         Other                                                      642,000                     441,000
     Other current assets                                           106,000                     221,000
                                                                    -------                     -------

                  Total current assets                            7,761,000                  10,086,000

Property and equipment, at cost less accumulated depreciation       992,000                   1,056,000
Intangible assets                                                   232,000                     277,000
Other assets                                                         88,000                      84,000
                                                                     ------                      ------

Total Assets                                                    $ 9,073,000                $ 11,503,000
                                                                ===========                  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

     Accounts payable                                           $    45,000                $    114,000
     Accrued compensation and related benefits                      330,000                   1,801,000
     Accrued expenses and other current liabilities               2,356,000                     385,000
                                                                  ---------                     -------

     Total current liabilities                                    2,731,000                   2,300,000
                                                                  ---------                   ---------


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 99,794,152                                 100,000                     100,000
     Additional capital                                          23,801,000                  23,801,000
     Accumulated deficit                                        (17,559,000)                (14,698,000)
                                                                ------------               ------------

Total Stockholders' Equity                                        6,342,000                   9,203,000
                                                                  ---------                   ---------
Total Liabilities and Stockholders' Equity                      $ 9,073,000                $ 11,503,000
                                                                  =========                 ===========


   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       2
<PAGE>


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

<TABLE>
<CAPTION>

                                                           Three Months Ended March 31,

                                                        2003                        2002
                                                        ----                        ----

<S>                                                  <C>                         <C>
Net revenues                                         $ 1,073,000                 $ 5,509,000

Costs of services                                        674,000                   2,787,000
                                                         -------                   ---------


Gross margin                                             399,000                   2,722,000



Selling, general and administrative expenses           3,267,000                   2,040,000
                                                       ---------                   ---------

Operating income/(loss)                               (2,868,000)                    682,000

Interest income - net                                     13,000                      14,000

Provision for income taxes                                 6,000                      48,000
                                                           -----                      ------

Net income/(loss)                                  $  (2,861,000)                 $  648,000
                                                      ===========                    =======

Net income/(loss)
per share of common stock-basic and diluted                ($.03)                       $.01
                                                            =====                       ====

Weighted average number
of common shares outstanding -

     Basic                                            99,795,000                  99,786,000
                                                      ==========                  ==========

     Diluted                                          99,795,000                 102,107,000
                                                      ==========                 ===========

</TABLE>



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


                                       3
<PAGE>

<TABLE>
<CAPTION>

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

                                                                    Three Months Ended March 31,

                                                                   2002                   2002
                                                                   ----                   ----

Cash flows from operating activities:

<S>                                                           <C>                      <C>
Net income/(loss)                                             $ (2,861,000)            $ 648,000

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

     Depreciation and amortization                                 128,000               175,000
     Compensation due to option issuance                                 -                 2,000

Change in assets and liabilities:

Accounts receivable stockholder                                    769,000              (107,000)
Accounts receivable other                                         (201,000)             (147,000)
Other assets                                                       111,000              (120,000)
Accounts payable                                                   (69,000)             (112,000)
Accrued expenses and other liabilities                             500,000               457,000
                                                                   -------               -------

Net cash provided by/(used in)
operating activities                                            (1,623,000)              796,000
                                                                 ----------              -------

Cash flows from investing activities:

Capital expenditures                                               (19,000)             (617,000)
                                                                   --------             ---------

Cash flows from financing activities:


Proceeds from issuance of Common Stock                                    -                1,000
                                                                    -------            ---------


Net increase/(decrease) in cash                                 (1,642,000)              180,000

Cash - beginning of period                                        7,793,000            4,297,000
                                                                  ---------            ---------

Cash - end of period                                             $6,151,000           $4,477,000
                                                                 ==========           ==========


</TABLE>

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

                                       4
<PAGE>


                               CAREADVANTAGE, INC.
Note A--Basis of preparation:

The condensed consolidated financial statements as of March 31, 2003 and for the
three months ended March 31, 2003 and 2002 have been prepared by  CareAdvantage,
Inc.  (the  "Company").   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 presented. All amounts contained herein the
financial  statements,  except per share data,  have been rounded to the nearest
thousand.

Certain  information  and  footnote  disclosures  required  to  be  included  in
consolidated   financial  statements  prepared  in  accordance  with  accounting
principles  generally  accepted in the United  States 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,  2002  Annual  Report on Form  10-KSB.  The  results of
operations for the period ended March 31, 2003 are not necessarily indicative of
operating results to be expected for the full year.

Note B--Termination of Horizon BCBSNJ Contract:

Prior to January 1, 2003,  the Company  provided,  principally  to Horizon  Blue
Cross Blue Shield of New Jersey  ("Horizon  BCBSNJ") and another Blue Cross Blue
Shield  organization,   certain  health  care  containment  services,  including
utilization  review,  case  management and disease  management  and  independent
reviews.  During 2002, the Company ceased  providing these services to the other
Blue Cross Blue Shield organization,  which accounted for 4% of net revenues for
the year ended  December  2002. As of December 31, 2002,  Horizon  BCBSNJ ceased
purchasing the Company's services.  As a result,  beginning January 1, 2003, the
Company  ceased  offering  these  services,  since it no longer  maintained  the
employees and infrastructure necessary to support their delivery. Horizon BCBSNJ
accounted for 82% of net revenues for the year ended December 31, 2002.

Note C--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 D - Stock-Based Compensation:

Statement of Financial  Accounting  Standards ("SFASB") No. 123, "Accounting for
Stock-Based  Compensation"  encourages the use of the fair value based method of
accounting for stock-based employee  compensation.  Alternatively,  SFAS No. 123
allows  entities to continue to apply the intrinsic  value method  prescribed by
Accounting  Principles Board ("APB") Opinion 25, "Accounting for Stock Issued to
Employees", and related interpretations and provide pro forma disclosures of net
income (loss) and earnings  (loss) per share,  as if the fair value based method
of accounting  had been applied to employee  awards.  The Company has elected to
continue to apply the  provisions of APB Opinion 25 and provide the  disclosures
required  by  SFAS  No.  123 and  SFAS  No.  148,  "Accounting  for  Stock-Based
Compensation - Transition and  Disclosure",  which was released in December 2002
as an amendment of SFAS No. 123. The following  table  illustrates the effect on
net  income  and  earnings  per share if the fair  value  based  method had been
applied to all awards.

                                       5


<PAGE>
<TABLE>
<CAPTION>


                              CAREADVANTAGE, INC.


                                                            Three Months Ended March 31,

                                                                   2003              2002
                                                                   ----              ----

<S>                                                             <C>                <C>
    Reported net income (loss)                                  (2,861,000)        648,000
    Stock-based employee compensation determined
        under the fair value based method, net of tax               44,000          53,000
    Pro forma net income (loss)                                 (2,905,000)        595,000
    Basic income (loss) per share:
        As reported                                                   (.03)            .01
        Pro forma                                                     (.03)            .01
    Diluted income (loss) per share:
        As reported                                                   (.03)            .01
        Pro forma                                                     (.03)            .01

</TABLE>

Note E--Contingencies:

CareAdvantage,  Inc. v. Horizon Blue Cross Blue Shield of New Jersey, pending in
Superior  Court of New Jersey,  arises  under a service  agreement  that Horizon
BCBSNJ  terminated as of December 31, 2002. The Company is seeking  service fees
in the amount of  $1,547,000,  which we have not been paid by Horizon  BCBSNJ in
connection  with certain  disputes under the  agreement,  as well as damages for
Horizon  BCBSNJ's  hiring of the Company's  employees.  The Company has reserved
$779,000  relating  to the  amounts due for such  service  fees.  In April 2003,
Horizon BCBSNJ filed a counterclaim against CareAdvantage,  Inc. seeking damages
for breach of contract,  breach of implied duty of good faith and fair  dealing,
tortuous  interference  with  prospective  economic  advantage,  trade libel and
unfair competition. The Company believes that the counterclaim is without merit.

The Company is also the plaintiff in two other unrelated cases.


Note F--Loss on office space lease:

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 146,  "Accounting  for Costs
Associated with Exit or Disposal Activities," and nullifies Emerging Issues Task
Force  ("EITF")  Issue No. 94-3,  "Liability  Recognition  for Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs Incurred in a Restructuring)".  SFAS No. 146 requires that a liability for
a cost  associated  with an exit or  Disposal  Activity be  recognized  when the
liability is incurred. Under EITF Issue No. 94-3, a liability for exit costs was
recognized at the date of an entity's  commitment to an exit plan.  SFAS No. 146
is effective for exit or disposal  activities  that are initiated after December
31, 2002.

The Company adopted SFAS No. 146, and  accordingly has recognized  certain costs
in exiting the following  activities.  As of December 31, 2002,  Horizon  BCBSNJ
ceased  purchasing  the  Company's  certain  health care  containment  services,
including  utilization  review,  case  management,  and disease  management  and
independent  reviews. As a result, the Company ceased offering these services as
of January 1, 2003.

As of December  31, 2002,  the Company  incurred  certain  costs in exiting this
business,  which included employee termination costs of approximately $1,128,000
and the write down of intangible  assets  related to the Horizon  BCBSNJ service
agreement of approximately $468,000.

In 2003, the Company  incurred costs  associated with the termination of certain
operating  leases,  including the lease for its office space in Iselin,  NJ. The
Company recorded a charge in the amount of approximately  $2,117,000 relating to
the operating  leases on January 1, 2003,  the date the Company ceased using the
majority  of the  facility.  The charge is  included  in  selling,  general  and
administrative expenses on the accompanying statement of operations. Rent in the
amount of  approximately  $167,000 was charged to such  liability  for the three
months ended March 31, 2003. As of March 31, 2003,  the  remaining  liability is
$1,950,000.


                                       6

<PAGE>



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, 2002.
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 consulting  services  designed to enable  integrated  health care
delivery  systems and other care management  organizations  to reduce the costs,
while improving the quality,  of medical services provided to their subscribers.
The  management  and  consulting   services  include  care  management   program
enhancement services,  executive and clinical management services,  and training
programs. The Company's management and consulting services have been provided to
integrated health care delivery systems and other care management organizations.

In April 2002, the Company received  notification from Blue Cross Blue Shield of
Rhode Island  ("BCBSRI") that the existing services  arrangement  between BCBSRI
and the  Company  was  terminated,  effective  May 31,  2002.  The  Company  had
previously  given  notice in January 2002 that it was  terminating  the contract
effective July 31, 2002. This contract with BCBSRI  accounted for  approximately
4% of net revenues for the year ended December 31, 2002.

In June 2002,  the Company  received  notification  from Horizon Blue Cross Blue
Shield of New Jersey ("Horizon  BCBSNJ") that the existing services  arrangement
between  Horizon  BCBSNJ and the Company was  terminated,  effective  January 1,
2003. This contract with Horizon BCBSNJ accounted for  approximately  82% of net
revenues for the year ended December 31, 2002.


Prior to January 1, 2003, the Company provided, principally to Horizon BCBSNJ
and BCBSRI, certain health care cost containment services, including utilization
review, case management and disease management and independent reviews. As a
result of the loss of the aforesaid customers and the Company's concomitant
reduction in employees and infrastructure, beginning January 1, 2003, the
Company ceased offering these services.


RESULTS OF OPERATIONS:

The following  discussion  compares the Company's  results of operations for the
three months  ended March 31, 2003,  with those for the three months ended March
31, 2002.  The Company's  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.


                                       7

<PAGE>


Three Months Ended March 31, 2003, Compared to Three Months Ended March 31, 2002

Revenues:

The Company's total operating  revenues for the three-month  periods ended March
31,  2003 and  March 31,  2002 were  approximately  $1,073,000  and  $5,509,000,
respectively.  This  represents a decrease of  approximately  $4,436,000 for the
three-month  period  ended March 31, 2003 from the  corresponding  period of the
prior year. The decrease for the three months ended March 31, 2003 resulted from
an decrease of approximately $4,823,000 as a result of terminated contracts with
Horizon BCBSNJ and BCBSRI, offset by an increase of approximately  $387,000 from
consulting business.

Cost of services:

The Company's  total direct cost of services for the  three-month  periods ended
March 31, 2003 and March 31, 2002 was  approximately  $674,000  and  $2,787,000,
respectively.  This  represents a decrease of  approximately  $2,113,000 for the
three-month  period  ended March 31, 2003 over the  corresponding  period of the
prior year.  The  decrease in the cost of services  for the  three-month  period
ended  March  31,  2003  was  primarily  due to  decreased  personnel  costs  of
approximately  $2,022,000,  professional  costs  of  approximately  $80,000  and
depreciation  and  amortization  costs of  approximately  $31,000,  offset by an
increase in travel costs of approximately $20,000.

Selling, general and administrative expenses:

The  Company's  total  selling,   general,  and  administrative  costs  for  the
three-month  periods ended March 31, 2003 and March 31, 2002 were  approximately
$3,267,000  and  $2,040,000,   respectively.  This  represents  an  increase  of
approximately  $1,227,000 for the  three-month  period ended March 31, 2003 over
the  corresponding  period of the prior year.  This increase for the three-month
period ended March 31, 2003 is primarily due to increases in professional  costs
of  approximately  $103,000,  a reserve for loss on sublease of office  space of
approximately   $1,950,000,   offset  by  decreases   in   personnel   costs  of
approximately  $608,000,  information and communications  costs of approximately
$70,000, travel costs of approximately $37,000,  facility costs of approximately
$15,000,  other general and  administrative  costs of approximately  $79,000 and
depreciation and amortization costs of approximately $17,000.

Interest income:

The Company's total net interest income for the three-month  periods ended March
31, 2003 and March 31, 2002 was approximately $13,000 and $14,000, respectively.
This  represents a decrease of  approximately  $1,000 in net interest income for
the three-month period ended March 31, 2003 from the corresponding period of the
prior year. The decrease in net interest income of  approximately  $1,000 is due
to the decline of interest rates in 2003.



LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES:

General overview:

At March 31, 2003, the Company had working capital of approximately  $5,030,000,
stockholders equity of approximately $6,342,000 and an accumulated deficit since
its inception of approximately  $17,559,000.  However,  the Company's operations
have been significantly impacted by the events described below.

Significant Development:

As stated above,  Horizon  BCBSNJ  terminated  its services  agreement  with the
Company,  effective  January 1, 2003. The Company  recognized  approximately $19
million  in  revenues  in  2002,   from  Horizon  BCBSNJ  due  to  the  services
arrangement.

As a result of the termination of the services  agreement with Horizon BCBSNJ as
of December 31,  2002,  the Company has  significantly  reduced the scope of its
operations.

As of January 1, 2003, the Company had 29 employees, down from 191 employees six
months earlier.  In addition,  the Company no longer needs 20,500 square feet of
the 28,000  square feet of office space it currently  has under lease in Iselin,

                                       8

<PAGE>

New Jersey and is  currently  attempting  to  sublease  all or a portion of such
space. Moreover,  the Company has terminated,  renegotiated or is in the process
of  terminating  or   renegotiating   a  variety  of  information   systems  and
communications  agreements.  There can be no guaranty that the Company,  through
these various measures,  will be successful in mitigating the effect of the loss
of the  services  agreement  with  Horizon  BCBSNJ and to  continue to remain in
business.

Because the Company no longer maintains the infrastructure  necessary to support
the provision of certain health care containment services (including utilization
review, case management and disease management, and independent reviews), it has
ceased  offering  these  services for sale.  The Company is instead  focusing on
offering its  management and  consulting  services.  The Company had not heavily
marketed these services in the past,  because the Company's primary focus was on
the health care containment  services provided under the Horizon BCBSNJ services
agreement.  At the present time, the Company's  primary focus now is to build up
revenues from these management and consulting  services,  which will require the
Company to devote  significant  resources,  both in the time and  efforts of its
employees as well as funding,  to promote and support these  activities.  If the
Company is unable to build up these  services to a level that would  support its
business, it may have to seek additional capital financing or may be required to
further  reduce planned  operational  expenses.  However,  if the Company is not
successful with these measures, it may not be able to continue its operations.


Financial condition:

At March 31, 2003, the Company had cash of approximately  $6,151,000 and working
capital of approximately  $5,030,000. At December 31, 2002, the Company had cash
of approximately $7,793,000 and working capital of approximately $7,786,000.

The use of cash in operations  related  principally to the company's three month
loss of  $2,861,000  and the  payment  of  accrued  severance  pay  offset by an
increase  in accrued  expenses  as a result of a  $1,950,000  liability  for the
potential loss on the sublease of its office space and the reduction of accounts
receivable from stockholders of $769,000.

Net cash used in investing activities amounted to approximately  $19,000 for the
three-month  period  ended  March 31,  2003 and is due to  capital  expenditures
during the three-month period.

There were no financing  activities for the  three-month  period ended March 31,
2003.

In light of the termination of the services  agreement with Horizon BCBSNJ,  the
Company has reduced its operations significantly and concentrated on building up
its remaining sources of revenues to continue to operate.  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 at
least the next 12 months.

ITEM 3.  Controls and Procedures

(a) Evaluation of disclosure  controls and procedures.  Within the 90 days prior
to the  date  of  this  report,  the  Company  carried  out an  evaluation  (the
"Evaluation"), under the supervision and with the participation of the Company's
management,  including  the  Company's  Chief  Executive  Officer,  who is  also
currently the acting chief financial  officer ("CEO"),  of the  effectiveness of
the design and operation of the Company's  "disclosure  controls and procedures"
("Disclosure  Controls") and its "internal controls and procedures for financial
reporting" ("Internal Controls").

     Disclosure  Controls are procedures that are designed with the objective of
ensuring  that  information  required to be disclosed in our reports filed under
the Securities  Exchange Act of 1934  ("Exchange  Act"),  such as this Quarterly
Report, is recorded, processed,  summarized and reported within the time periods
specified in the Securities and Exchange  Commission's  ("SEC") rules and forms.
Disclosure  Controls are also  designed with the objective of ensuring that such
information is accumulated and  communicated  to our  management,  including the
CEO, as appropriate to allow timely  decisions  regarding  required  disclosure.
Internal  Controls  are  procedures  which are  designed  with the  objective of
providing   reasonable   assurance  that  (1)  our   transactions  are  properly
authorized; (2) our assets are safeguarded against unauthorized or improper use;
and (3) our transactions are properly  recorded and reported,  all to permit the
preparation of our financial  statements in conformity  with generally  accepted
accounting principles.

                                       9

<PAGE>

ITEM 3.  Controls and Procedures (cont.)

(b) Certifications.  Appearing  immediately  following the Signatures section of
this Quarterly Report there are  "Certifications" of the CEO. The Certifications
are required in accordance with Section 302 of the  Sarbanes-Oxley  Act of 2002.
This  section of the  Quarterly  Report which you are  currently  reading is the
information concerning the Evaluation referred to in the Certifications and this
information  should be read in conjunction  with the  Certifications  for a more
complete understanding of the topics presented.

(c)  Limitations on the  effectiveness  of controls.  The Company's  management,
including the CEO, does not expect that our Disclosure  Controls or our Internal
Controls will prevent all error and all fraud. A control  system,  no matter how
well  conceived  and  operated,  can  provide  only  reasonable,  not  absolute,
assurance that the objectives of the control system are met. Further, the design
of a control  system must reflect the fact that there are resource  constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent  limitations in all control  systems,  no evaluation of controls
can provide  absolute  assurance that all control issues and instances of fraud,
if any,  within the  company  have been  detected.  These  inherent  limitations
include the realities that judgments in decision-making  can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally,  controls
can be circumvented by the individual acts of some persons,  by collusion of two
or more people,  or by  management  override of the  control.  The design of any
system of  controls  also is based in part upon  certain  assumptions  about the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions;
over time,  control may become inadequate  because of changes in conditions,  or
the degree of  compliance  with the  policies  or  procedures  may  deteriorate.
Because  of  the  inherent  limitations  in  a  cost-effective  control  system,
misstatements due to error or fraud may occur and not be detected.

(d) Conclusions. Based upon the Evaluation, the Company's CEO concluded that the
Company's  Disclosure Controls are effective in timely alerting them to material
information  relating to the Company  (including its consolidated  subsidiaries)
required to be included in the  Company's  periodic  SEC  filings,  and that our
Internal  Controls  are  effective  to  provide  reasonable  assurance  that our
financial  statements are fairly presented in conformity with generally accepted
accounting principles.

(e)  Changes in  internal  controls.  There were no  significant  changes in the
Company's internal controls or in other factors that could significantly  affect
those  Internal  Controls,  including  any  corrective  actions  with  regard to
significant  deficiencies  and material  weaknesses,  subsequent to the date the
Company carried out the Evaluation.


PART II--OTHER INFORMATION

Item 1.  Legal Proceedings

In CareAdvantage,  Inc. v. Princeton  Insurance Company,  the Company is seeking
damages  against the Princeton  Insurance  Company arising out of that company's
denial of coverage  under an officers and directors  insurance  policy issued to
the Company;  Princeton Insurance Company has counterclaimed against the Company
for its attorneys  fees in defending the instant  action.  In January 2003,  the
trial judge granted summary judgment to Princeton Insurance Company with respect
to the Company's claim and denied Princeton's  counterclaim  against the Company
for attorneys fees. In February 2003, the Company filed a Notice of Appeal.

CareAdvantage,  Inc. v. Blue Cross & Blue Shield of Rhode Island and Coordinated
Health  Partners,  pending in the Superior  Court of the State of Rhode  Island,
arises  out of the  defendants'  termination  of an  Agreement  effective  as of
January  1, 2000,  among the  parties  pursuant  to which the  Company  had been
providing services. The Company is seeking declaratory relief including judgment
(i) that the Company's  failure to attain  Performance Goals under the Agreement
was as a result of the defendants'  conduct,  (ii) that defendants lack cause to
terminate the Agreement  based on the Company's  failure to meet the Performance
Goals,  and  (iii)  that the  Company  is  entitled  to  compensation  under the
Agreement,  including  compensation  for  having  been  deemed  to have  met the
Performance Goals. In addition, the suit seeks equitable relief and damages with
respect to defendants' hiring a physician formerly employed by the Company.

                                       10

<PAGE>

For a description of additional legal  proceedings,  see Note E to the Financial
Statements.  With the exception of the legal proceedings  described above and in
Note  E 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, 2003.

Item 5.  Other Information

None.

Item 6. Exhibits and reports on Form 8-K

   (a) Exhibits

           See Exhibit Index.

   (b) Reports on Form 8-K.

           None.


                                       11


<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 14, 2003   /s/ Dennis J. Mouras
               ----------------------------------
               Dennis J. Mouras

                  Chief Executive Officer and acting Principal Financial Officer




                                       12



<PAGE>
                      CAREADVANTAGE, INC. AND SUBSIDIARIES

                                 CERTIFICATIONS


I, Dennis J. Mouras,  Chief  Executive  Officer and acting  Principal  Financial
Officer of CareAdvantage, Inc., certify that:

     1. I have reviewed this quarterly  report on Form 10-QSB of  CareAdvantage,
Inc.;

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

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

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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 us by others within those entities,  particularly
during the period in which this quarterly 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
quarterly report (the "Evaluation Date"); and

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

     5. The registrant's other certifying  officers and I have disclosed,  based
on our 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. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:   May 14, 2003

                      /s/ Dennis J. Mouras
                      -------------------------------------
                      Dennis J. Mouras,
                      Chief Executive Officer and acting Principal
                       Financial Officer

                                       13

<PAGE>


                                  EXHIBIT INDEX

Exhibit
No.       Description of Exhibit
-------   ----------------------

2.1       Deposit  Agreement dated October 31, 1994 among Midlantic Bank,  N.A.,
          PMDX and the Registrant incorporated by reference to Exhibit 2.1 filed
          with  the  Company's  Registration  Statement  on Form S-1  (File  No.
          33-89176).

2.2       Certificate  of  Merger  of  Care  Advantage   Health  Systems  (f/k/a
          Advantage   Health  Systems,   Inc.),  a  Georgia   corporation   into
          CareAdvantage   Health   Systems,   Inc.,   a   Delaware   corporation
          incorporated  by  reference  to Exhibit  2.2 filed with the  Company's
          Registration Statement on Form S-1 (File No. 33-89176).

3.1       Registrant's Certificate of Incorporation incorporated by reference to
          Exhibit 3.1 filed with the  Company's  Registration  Statement on Form
          S-1 (File No. 33-89176).

3.1(a)    Amended and Restated  Certificate  of  Incorporation  incorporated  by
          reference to the Company's Information Statement dated September 1996.

3.2       Registrant's  By-Laws  incorporated  by reference to Exhibit 3.2 filed
          with  the  Company's  Registration  Statement  on Form S-1  (File  No.
          33-89176).

10.1      Letter of intent dated  September 30, 1994 between the  Registrant and
          New Jersey BCBS, amendments thereto of December 29, 1994, February 27,
          1995 and April 4, 1995 and Interim  Services  Agreement as of April 1,
          1995  between  the  Registrant  and New Jersey  BCBS  incorporated  by
          reference  to  Exhibit  10.12  filed with the  Company's  Registration
          Statement on Form S-1 (File No. 33-89176).

10.1(a)   December  22, 1995 Letter  Agreement  between the  Registrant  and New
          Jersey  BCBS  extending  the  Letter of Intent  and  Interim  Services
          Agreement  to March 31,  1996  incorporated  by  reference  to Exhibit
          10.12(a) filed with the Company's Annual Report on Form 10-KSB for the
          year ended October 31, 1996.

10.2      Lease  Agreement  dated April 14,  1995  between  the  Registrant  and
          Metropolitan  Life  Insurance  Company  incorporated  by  reference to
          Exhibit 10.13 filed with the Company's  Registration Statement on Form
          S-1 (File No. 33-89176).

10.3      Letter of Intent  dated  January 2, 1996 between CW Ventures II, L.P.,
          the Registrant and its CareAdvantage  Health Systems,  Inc. subsidiary
          incorporated  by reference to Exhibit  10.14 filed with the  Company's
          Annual Report on Form 10-KSB for the year ended October 31, 1996.

10.4      Securities  Purchase  Agreement  dated  February  22,  1996  among  CW
          Ventures, CAHS and the Registrant incorporated by reference to Exhibit
          10.15 filed with the  Company's  Annual  Report on Form 10-KSB for the
          year ended October 31, 1996.

10.5      CW Exchangeable  Note incorporated by reference to Exhibit 10.16 filed
          with the  Company's  Annual  Report on Form  10-KSB for the year ended
          October 31, 1996.

10.6      Stock  Acquisition  Agreement dated February 22, 1996 among EHC, CHCM,
          CAHS and the  Registrant  incorporated  by reference to Exhibit  10.17
          filed with the  Company's  Annual  Report on Form  10-KSB for the year
          ended October 31, 1996.

10.7      EHC Exchangeable Note incorporated by reference to Exhibit 10.18 filed
          with the  Company's  Annual  Report on Form  10-KSB for the year ended
          October 31, 1996.

                                       14

<PAGE>

10.8      Services Agreement dated February 22, 1996 among Horizon BCBSNJ, CHCM,
          CAHS and the  Registrant  incorporated  by reference to Exhibit  10.19
          filed with the  Company's  Annual  Report on Form  10-KSB for the year
          ended October 31, 1996.

10.9      Stockholders' Agreement dated February 22, 1996 among EHC, CW Ventures
          and the  Registrant  incorporated  by reference to Exhibit 10.20 filed
          with the  Company's  Annual  Report on Form  10-KSB for the year ended
          October 31, 1996.

10.10     Joint  Services  Agreement,  dated May 29, 1997,  among Allied  Health
          Group,  Inc., CAHS, Inc. and the Company  incorporated by reference to
          Exhibit  10(c)  filed with the  Company's  Form 10-QSB for the quarter
          ended April 30, 1997.

10.11     Agreement,  dated as of  January 1, 1997  between  Blue Cross and Blue
          Shield of Rhode  Island  ("BCBSRI")  and CAHS,  Inc.  incorporated  by
          reference to Exhibit  10(a) filed with the  Company's  Form 10-QSB for
          the quarter ended July 31, 1997.

10.12     Consultant  Agreement dated March 17, 1997, between Coordinated Health
          Partners,  Inc.  d/b/a  Blue  Chip,  and CAHS,  Inc.  incorporated  by
          reference to Exhibit  10(d) filed with the  Company's  Form 10-QSB for
          the quarter ended April 30, 1997.

10.13     Letter Agreement,  dated as of March 1, 1997, between Medigroup of New
          Jersey, Inc. d/b/a HMO Blue, the Company and Allied Health Group, Inc.
          incorporated  by reference to Exhibit  10(e) filed with the  Company's
          Form 10-QSB for the quarter ended April 30, 1997.

10.14     First  Amendment and  Restatement of Services  Agreement,  dated as of
          June 13, 1997,  among CAHS, Inc., CHCM, the Company and Horizon BCBSNJ
          incorporated  by reference to Exhibit  10(b) filed with the  Company's
          Form 10-QSB for the quarter ended April 30, 1997.

10.15     Credit  Agreement  among Summit Bank, the Company and Horizon  BCBSNJ,
          dated June 13, 1997  incorporated  by reference to Exhibit 10(f) filed
          with the Company's Form 10-QSB for the quarter ended April 30, 1997.

10.16     Revolving  Credit Note, dated June 13, 1997 by the Company in favor of
          Summit  Bank  in  the   original   principal   amount  of   $1,500,000
          incorporated by reference to Exhibit 10(f)(1) filed with the Company's
          Form 10-QSB for the quarter ended April 30, 1997.

10.17     Term Note, dated June 13, 1997, by the Company in favor of Summit Bank
          in  the  original  principal  amount  of  $1,500,000  incorporated  by
          reference to Exhibit 10(f)(2) filed with the Company's Form 10-QSB for
          the quarter ended April 30, 1997.

10.18     Promissory Note and Security  Agreement,  dated April 1, 1997, by CHCM
          in favor of  Horizon  BCBSNJ,  in the  original  principal  amount  of
          $1,862,823  incorporated  by reference to Exhibit  10(f)(3) filed with
          the Company's Form 10-QSB for the quarter ended April 30, 1997.

10.19     Employment  Agreement between the Company and Thomas Riley, dated June
          10, 1997,  as  supplemented  by a side  agreement  with CW and Horizon
          BCBSNJ,  of even date therewith  incorporated  by reference to Exhibit
          10(a) filed with the Company's Form 10-QSB for the quarter ended April
          30, 1997.

10.20     Services Agreement as of January 5, 1998, by and between New York Care
          Plus  Insurance  Company,  Inc.  and  the  Company,   incorporated  by
          reference to Exhibit 10.20 filed with the Company's Form 10KSB for the
          year ended October 31, 1997.

10.21     Consultation  Agreement  dated  October  1,  1997 by and  between  the
          Company and David McDonnell,  an independent  director of the Company,
          incorporated  by reference to Exhibit  10.21 filed with the  Company's
          Form 10KSB for the year ended October 31, 1997.

                                       15
<PAGE>

10.22     Mutual  Release  Agreement  dated as of  January 6, 1998  between  the
          Company and  MEDecision,  Inc.,  incorporated  by reference to Exhibit
          10.22 filed with the  Company's  Form 10KSB for the year ended October
          31, 1997.

10.23     Separation  Agreement  dated  April  20,  1995  between  PMDX  and the
          Registrant  incorporated  by  reference to Exhibit 10.1 filed with the
          Company's Registration Statement on Form S-1 (File No. 33-89176).

10.24     Agreement  dated as of January 1,  1995,  between  Maine BCBS and CAHS
          incorporated  by reference  to Exhibit  10.2 filed with the  Company's
          Registration Statement on Form S-1 (File No. 33-89176).

10.25     Products  and  Services  Agreement  dated  November  7,  1994  between
          MEDecision,  Inc. and CAHS  incorporated  by reference to Exhibit 10.3
          filed with the Company's  Registration Statement on Form S-1 (File No.
          33-89176).

10.26     Registrant's 1995  Comprehensive  Stock Incentive Plan incorporated by
          reference  to  Exhibit  4.2  filed  with  the  Company's  Registration
          Statement on Form S-1 (File No. 33-89176).

10.27     Registrant's  1996 Stock Option Plan  incorporated by reference to the
          Company's Information Statement dated September 1996.

10.28     Registrant's 1996 Director Stock Option Plan incorporated by reference
          to the Company's Information Statement dated September 1996.

10.29     Option Agreement  between CW Ventures and Horizon BCBSNJ  incorporated
          by  reference  to  Exhibit  5 of  Schedule  13(d)  of  Horizon  BCBSNJ
          respecting  beneficial  ownership of Common Stock of the Company dated
          June 1997.

10.30     Settlement  and Release  Agreement  dated January 13, 1998 between the
          Company and John Petillo  incorporated  by reference to Exhibit  10.30
          filed with the  Company's  Form 10KSB for the year ended  October  31,
          1997.

10.31     Settlement and Release  Agreement  dated December 19, 1997 between the
          Company and Vince Achilarre incorporated by reference to Exhibit 10.31
          filed with the  Company's  Form 10KSB for the year ended  October  31,
          1997.

10.32     Employment  Agreement  between  the  Company  and David  Noone,  dated
          January 8, 1999, incorporated by reference to Exhibit 10.32 filed with
          the Company's Form 10KSB for the year ended September 30, 1998..

10.33     Confidentiality,  Invention,  and  Non-Compete  Agreement  between the
          Company and David Noone, dated as of January 8, 1999,  incorporated by
          reference to Exhibit 10.33 filed with the Company's Form 10KSB for the
          year ended September 30, 1998.

10.34     Settlement and Release  Agreement  entered into among Horizon  BCBSNJ,
          the Company,  CAHS, and CHCM, Enterprise Holding Company, Inc. ("EHC")
          and CW Ventures, incorporated by reference to Exhibit 10(a) filed with
          the Company's Form 10-QSB for the quarter ended July 31, 1998.

10.35     Services  Agreement  dated  as of  January  1,  1999,  by and  between
          HealthNow New York,  Inc.  ("HNNY") and the Company,  incorporated  by
          reference to Exhibit 10.35 filed with the Company's Form 10KSB for the
          year ended September 30, 1998.

10.36     Amended and Restated Employment  Agreement,  dated as of September 29,
          1998,  with  Richard  W.  Freeman,  M.D.,  CAHS and the  Company  (the
          "Freeman Employment Agreement"),  incorporated by reference to Exhibit
          10.36 filed with the Company's Form 10KSB for the year ended September
          30, 1998.

                                       16
<PAGE>

10.37     Employment  Agreement,  dated as of March 25, 1997, by and between the
          Company and Elaine del Rossi,  incorporated  by  reference  to Exhibit
          10.37 filed with the Company's Form 10KSB for the year ended September
          30, 1998.

10.38     Confidentiality, Invention and Non-Compete Agreement dated as of March
          25, 1998  between the  Company and Elaine del Rossi,  incorporated  by
          reference to Exhibit 10.38 filed with the Company's Form 10KSB for the
          year ended September 30, 1998.

10.39     Employment  Agreement,  effective as of April 28,  1998,  by and among
          Stephan D.  Deutsch,  M.D.,  the  Company  and CAHS,  incorporated  by
          reference to Exhibit 10.39 filed with the Company's Form 10KSB for the
          year ended September 30, 1998.

10.40     Employment  Agreement,  effective as of April 19, 1999, between Dennis
          M. Mouras, and the Company, incorporated by reference to Exhibit 10.40
          filed with the  Company's  Form 10KSB for the year ended  December 31,
          1999.

10.41     Settlement  Agreement  Settlement Agreement dated August 9, 2000 among
          the  Company,  Horizon  Healthcare  of New  Jersey,  Inc.  and  Allied
          Specialty Care Services, Inc.

10.42     Employment  Agreement,   effective  as  of  April  17,  2000,  between
          Christopher  Minor  and the  Company,  incorporated  by  reference  to
          Exhibit 10.2 filed with the Company's Form 10QSB for the quarter ended
          September 30, 2000.

10.43     Satisfaction of Debt Agreement among Horizon Blue Cross Blue Shield of
          New Jersey,  Horizon  Healthcare of New Jersey,  Inc.,  CareAdvantage,
          Inc.,  CareAdvantage Health Systems, Inc. and Contemporary  HealthCare
          Management,  Inc,  incorporated  by reference to Exhibit 10.1 filed on
          the  Company's  Form 8-K dated  December 5, 2000 and filed on December
          13, 2000.

10.44     Amendment dated March 26, 2001 to Satisfaction of Debt Agreement dated
          as of November 1, 2000 among Horizon BCBSNJ, Horizon Healthcare of New
          Jersey, Inc., CareAdvantage,  Inc., CareAdvantage Health Systems, Inc.
          and Contemporary HealthCare Management, Inc, incorporated by reference
          to Exhibit 10.1 filed with the  Company's  Form 10-QSB for the quarter
          ended March 31, 2001.

10.45     Service  Agreement dated as of January 1, 2000 between Blue Cross Blue
          Shield  of  Rhode  Island,   Coordinated  Health  Partners,  Inc.  and
          CareAdvantage  Health  Systems,  Inc.,  incorporated  by  reference to
          Exhibit  10.2 filed with the  Company's  Form  10-QSB for the  quarter
          ended March 31, 2001.

10.46     Amendment dated as of August 9, 2001 to Satisfaction of Debt Agreement
          dated as of November 1, 2000 among Horizon BCBSNJ,  Horizon Healthcare
          of  New  Jersey,  Inc.,  CareAdvantage,   Inc.,  CareAdvantage  Health
          Systems,   Inc.   and   Contemporary   HealthCare   Management,   Inc,
          incorporated  by reference  to Exhibit  10.1 filed with the  Company's
          Form 10-QSB for the quarter ended June 30, 2001.



                                       17