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 September 30, 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 ___
                                     ---

                                   99,794,671
       Number of shares of Common Stock outstanding as of October 29, 2002

                  Transitional Small Business Disclosure Format
                                  Yes___ No X
                                           ---






<PAGE>


                      CareAdvantage, Inc. and Subsidiaries
                                   Form 10-QSB
                  For the nine months ended September 30, 2002


                                    I N D E X


Part I - Financial Information

    Item 1.           Financial Statements

              Condensed Consolidated Balance Sheets -
              September 30, 2002 (Unaudited) and December 31, 2001.............2

              Condensed Consolidated Statements of Operations -
              Three and Nine-months ended September 30, 2002 (Unaudited) and
              September 30, 2001 (Unaudited)...................................3

              Condensed Consolidated Statements of Cash Flows -
              Nine months ended September 30, 2002 (Unaudited) and
              September 30, 2001 (Unaudited)...................................4

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

    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.......................................11

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

                                                               September 30,           December 31,
                     ASSETS                                        2002                   2001
                                                                 Unaudited              Audited
                                                                 ---------              -------
<S>                                                              <C>                    <C>
Current assets:
     Cash and cash equivalents                                   $6,986,000         $  4,297,000
     Restricted cash                                                100,000              100,000
     Accounts receivable for services:
         Stockholder                                              1,292,000            1,303,000
         Other                                                      495,000              375,000
     Other current assets                                           359,000              139,000
                                                                    -------              -------
     Total current assets                                         9,232,000            6,214,000

Property and equipment, at cost less accumulated depreciation     1,088,000              464,000
Intangible assets                                                   469,000              836,000
Other assets                                                         76,000               78,000
                                                                     ------               ------

Total Assets                                                   $ 10,865,000       $    7,592,000
                                                               ============            =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

     Accounts payable                                           $    36,000           $ 412,000
     Accrued compensation and related benefits                    1,931,000             757,000
     Accrued expenses and other current liabilities                 669,000             520,000
                                                                    -------             -------

     Total current liabilities                                    2,636,000           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 99,794,671 and 99,781,663                  100,000             100,000
     Additional capital                                          23,802,000          23,800,000
     Accumulated deficit                                        (15,673,000)        (17,997,000)
                                                                ------------       ------------

Total Stockholders' Equity                                        8,229,000           5,903,000
                                                                  ---------           ---------
Total Liabilities and Stockholders' Equity                     $ 10,865,000       $   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)


<TABLE>
<CAPTION>
                                                  Three Months Ended                                        Nine Months Ended
                                                     September 30                                             September 30
                                                   2002            2001                                   2002            2001
                                                   ----            ----                                   ----            ----


<S>                                               <C>            <C>                                <C>              <C>
Net revenues                                     $5,506,000      $5,016,000                         $17,315,000      $15,439,000

Costs of services                                 3,068,000       2,772,000                           8,707,000        8,384,000
                                                 ----------      ----------                           ---------      -----------


Gross margin                                     2,438,000        2,244,000                           8,608,000        7,055,000
                                                 ---------        ---------                          ----------        ---------

Operating expenses:

Selling, general and administration              1,767,000        1,713,000                           5,770,000       5,149,000
Depreciation and amortization                      120,000          152,000                             408,000         491,000
                                                   -------          -------                             -------         -------

Total operating expenses                         1,887,000        1,865,000                           6,178,000       5,640,000
                                                 ---------        ---------                           ---------       ---------

Operating income                                   551,000          379,000                           2,430,000       1,415,000

Interest income - net                               19,000           17,000                              48,000          36,000

Provision for income taxes                           2,000           48,000                             154,000         123,000
                                                     -----        ---------                             -------         -------

Net income                                         568,000          348,000                           2,324,000       1,328,000
                                                   =======          =======                           =========       =========

Net  income
per share of common stock-basic and diluted           $.01             $.00                                $.02            $.02
                                                      ====             ====                                ====            ====

Weighted average number
of common shares outstanding -

     Basic                                      99,795,000       91,529,000                          99,791,000      86,170,000
                                                ==========       ==========                          ==========      ==========

     Diluted                                    99,956,000       93,293,000                         101,720,000      87,933,000
                                                ==========       ==========                         ===========      ==========

</TABLE>



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


                                        3


<PAGE>


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

<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                              September 30,             September 30,
                                                                   2002                      2001
                                                                   ----                      ----

<S>                                                              <C>                   <C>
Cash flows from operating activities:

Net income                                                      $ 2,324,000           $ 1,328,000

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

     Depreciation and amortization                                  689,000               592,000
     Compensation due to option issuance                                  -                11,000

Change in assets and liabilities:

Accounts receivable                                                (109,000)              135,000
Other assets                                                       (218,000)             (114,000)
Accounts payable                                                   (376,000)             (125,000)
Accrued expenses and other liabilities                            1,324,000               465,000
                                                                  ---------               -------

Net cash provided by
operating activities                                              3,634,000             2,292,000
                                                                  ---------             ---------

Cash flows from investing activities:

Capital expenditures                                              (947,000)             (298,000)
                                                                  ---------             ---------

Cash flows from financing activities:

Transfer from restricted cash                                             -               150,000
Proceeds from issuance of Common Stock                                2,000                 8,000
                                                                -----------          ------------

Net cash provided by financing activities                             2,000               158,000
                                                                -----------            ----------

Net increase in cash                                              2,689,000             2,152,000

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

Cash - end of period                                             $6,986,000            $3,631,000
                                                                 ==========            ==========


</TABLE>

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


                                        4

<PAGE>

                               CAREADVANTAGE, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note A--Basis of preparation:

The condensed consolidated financial statements as of September 30, 2002 and for
the three and nine month  periods  ended  September  30, 2002 and 2001 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 note  disclosures  required to be included in condensed
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,
2001 Annual  Report on Form  10-KSB.  The results of  operations  for the period
ended September 30, 2002 are not necessarily  indicative of operating results to
be expected for the full year.

Note B--Cancellation of Horizon BCBSNJ Contract:

In June 2002, Horizon BCBS of New Jersey ("Horizon BCBSNJ") notified the Company
that it was  terminating  the  existing  services  agreement  with the  Company,
effective January 1, 2003. The Company  recognized  approximately $14 million in
revenues in each of 2001 and 2000 from Horizon BCBSNJ on account of the services
arrangement.  After the Company  received  notice of  cancellation  from Horizon
BCBSNJ, management began discussions with Horizon BCBSNJ regarding a transaction
that would enable Horizon  BCBSNJ to perform for itself the activities  formerly
provided by the Company.

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--Contingencies:

Potential uninsured exposure to litigation:

With respect to the previously  reported  action by Robert T. Caruso against the
Company and three of its former officers, John J. Petillo,  Vincent M. Achillare
and Lawrence A. Whipple,  in October 2002,  Caruso  dismissed with prejudice all
claims against the Company, and defendants Petillo and Whipple, except the claim
for negligent  misrepresentation (the court had previously dismissed this action
with prejudice with respect to the defendant Achillare). Thereafter, the Company
agreed to make a payment to  Caruso,  which is not  material,  in return for the
dismissal with prejudice of the remaining  claim of negligent  misrepresentation
and the release of all claims against the Company and Messrs.  Petillo,  Whipple
and Achillare and the litigation was settled. No additional charge on account of
the settlement will be recorded by the Company beyond that previously recorded.

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
therefore.   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 E--Supplemental Cash Flow Information:

Below is  supplemental  cash flow  information  related to the nine months ended
September 2002 and September 2001:

                                       5

<PAGE>

                               CAREADVANTAGE, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


                                       September 30,        September 30,
                                       -------------        -------------

                                           2002                  2001
                                           ----                  ----

Income taxes paid                       180,000                51,000
Interest paid                                 0                44,000


Note F--Exercise of Stock Options

During the nine  months  ended  September  30,  2002,  the  exercise  of certain
employee  stock  options  resulted in the  issuance  of 13,000  shares of common
stock.


                                        6


<PAGE>

                               CAREADVANTAGE, INC.


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.

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
9% of net revenues for the year ended December 31, 2001.

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  70% of net
revenues for the year ended December 31, 2001.

RESULTS OF OPERATIONS:

The following  discussion  compares the Company's  results of operations for the
three and nine months ended  September  30,  2002,  with those for the three and
nine months ended  September  30, 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 September 30, 2002,  Compared to Three Months Ended September
30, 2001 Revenues:

The  Company's  total  operating  revenues  for the  three-month  periods  ended
September  30, 2002 and  September 30, 2001 were  approximately  $5,506,000  and
$5,016,000,  respectively. This represents an increase of approximately $490,000
for the  three-month  period  ended  September  30, 2002 from the

                                       7

<PAGE>

                               CAREADVANTAGE, INC.


corresponding  period of the prior year. The increase for the three months ended
September 30, 2002 resulted  from an increase of  approximately  $758,000 due to
increased  business with Horizon BCBSNJ,  an increase of approximately  $200,000
from  non-recurring  consulting  business,  offset by approximately  $468,000 of
decreased business with BCBSRI.

Cost of services:

The Company's  total direct cost of services for the  three-month  periods ended
September  30, 2002 and  September  30, 2001 was  approximately  $3,068,000  and
$2,772,000,  respectively. This represents an increase of approximately $296,000
for the  three-month  period  ended  September  30, 2002 over the  corresponding
period  of the  prior  year.  The  increase  in the  cost  of  services  for the
three-month  period  ended  September  30, 2002 was  primarily  due to increased
personnel costs and depreciation and amortization costs, offset by a decrease in
professional costs and travel costs.

Operating expenses:

Selling, general, and administrative:

The  Company's  total  selling,   general,  and  administrative  costs  for  the
three-month  periods  ended  September  30,  2002 and  September  30,  2001 were
approximately  $1,767,000  and  $1,713,000,  respectively.  This  represents  an
increase of approximately $54,000 for the three-month period ended September 30,
2002 over the  corresponding  period of the prior year.  This  increase  for the
three-month  period ended  September  30, 2002 is primarily  due to increases in
personnel  costs and  facility  costs,  offset  by  decreases  in travel  costs,
information and communication  costs,  professional costs, and other general and
administrative costs.

Depreciation and amortization:

The Company's  total  depreciation  and  amortization  costs for the three-month
periods  ended  September  30, 2002 and  September  30, 2001 were  approximately
$308,000 and  $183,000,  respectively.  Approximately  $188,000 and $31,000 were
included in cost of services for such periods.

Interest income:

The  Company's  total net  interest  income for the  three-month  periods  ended
September 30, 2002 and September 30, 2001 was approximately $19,000 and $17,000,
respectively.  This  represents  an  increase  of  approximately  $2,000  in net
interest  income for the  three-month  period ended  September 30, 2001 from the
corresponding  period of the prior year. The increase in net interest  income is
largely  due to  decreased  interest  costs of  approximately  $6,000  offset by
decreased interest income of approximately  $4,000 from the Company's short-term
investments.

Nine Months Ended  September 30, 2002,  Compared to Nine Months Ended  September
30, 2001

Revenues:

The  Company's  total  operating  revenues  for  the  nine-month  periods  ended
September  30, 2002 and September 30, 2001 were  approximately  $17,315,000  and
$15,439,000,   respectively.   This  represents  an  increase  of  approximately
$1,876,000  for  the  nine-month  period  ended  September  30,  2002  from  the
corresponding  period of the prior year.  The increase for the nine months ended
September 30, 2002 resulted from an increase of approximately  $3,284,000 due to
increased  business with Horizon  BCBSNJ,  offset by  approximately  $585,000 of
decreased  business with BCBSRI and decreased revenue of approximately  $823,000
from non-recurring consulting business.

Cost of services:

The  Company's  total direct cost of services for the  nine-month  periods ended
September  30, 2002 and  September  30, 2001 was  approximately  $8,707,000  and
$8,384,000,  respectively. This represents an increase of approximately $323,000
for the nine-month period ended September 30, 2002 over the corresponding period
of the prior  year.  The  increase in the cost of  services  for the  nine-month
period ended

                                       8

<PAGE>


September  30,  2002  was  primarily  due  to  increased   personnel  costs  and
depreciation  and  amortization  costs,  offset by decreases in travel costs and
professional costs.

Operating expenses:

Selling, general, and administrative:

The  Company's  total  selling,   general,  and  administrative  costs  for  the
nine-month  periods  ended  September  30,  2002 and  September  30,  2001  were
approximately  $5,770,000  and  $5,149,000,  respectively.  This  represents  an
increase of approximately $621,000 for the nine-month period ended September 30,
2002 over the  corresponding  period of the prior  year.  The  increase  for the
nine-month  period ended  September  30, 2002 is  primarily  due to increases in
personnel  costs and  facility  costs,  offset  by  decreases  in travel  costs,
information and communication costs and professional costs.

Depreciation and amortization:

The Company's  total  depreciation  and  amortization  costs for the  nine-month
periods  ended  September  30, 2002 and  September  30, 2001 were  approximately
$689,000 and $592,000,  respectively.  Approximately  $281,000 and $101,000 were
included in cost of services for such periods.

Interest income:

The  Company's  total net  interest  income  for the  nine-month  periods  ended
September 30, 2002 and September 30, 2001 was approximately $48,000 and $36,000,
respectively.  This  represents  an  increase  of  approximately  $12,000 in net
interest  income for the  nine-month  period ended  September  30, 2002 from the
corresponding  period of the prior year. The increase in net interest  income is
largely due to  decreased  interest  costs of  approximately  $49,000  offset by
decreased interest income of approximately $37,000 from the Company's short-term
investments.

LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES:

General overview:

At September 30, 2002, the Company had working capital of approximately
$6,596,000, stockholders equity of approximately $8,229,000 and an accumulated
deficit since its inception of approximately $15,673,000. However, the Company's
operations have been significantly impacted by the events described below.

Significant Development:

As stated above,  in June 2002,  Horizon BCBSNJ notified the Company that it was
terminating the existing services agreement with the Company,  effective January
1, 2003. The Company recognized approximately $14 million in revenues in each of
2001  and  2000  from  Horizon  BCBSNJ  due to  the  services  arrangement.  The
termination of this services  arrangement  may have a significant  impact on the
Company's  business.  Management is currently  assessing the Company's  options.
Commencing January 2003, the Company will significantly reduce its operations to
match its  remaining  revenues  and focus on  alternate  sources of  revenues to
continue  to build  its  business.  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.

                                       9

<PAGE>


Financial condition:

At September  30, 2002,  the Company had cash of  approximately  $6,986,000  and
working capital of approximately  $6,596,000.  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  $3,634,000
and $2,292,000 for the nine-month periods ended September 30, 2002 and September
30, 2001,  respectively.  The increase in cash provided from 2002  activities is
primarily due to $2,324,000 in net income.

Net cash used in investing  activities  amounted to  approximately  $947,000 and
$298,000 for the nine-month  periods ended  September 30, 2002 and September 30,
2001,  respectively.  The  increase in cash used is due to capital  expenditures
during the nine-month period ended September 30, 2002.

Net cash provided by financing  activities amounted to approximately  $2,000 and
$158,000 for the nine-month  periods ended  September 30, 2002 and September 30,
2001, respectively. The decrease in cash is due to a transfer of restricted cash
of approximately  $150,000 and a decrease of approximately $6,000 from of common
stock issuance.

In light of the termination of the services  agreement with BCBSNJ,  the Company
will need to reduce its operations  significantly and concentrate 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 the
next twelve 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,  under
the  supervision  and  with  the  participation  of  the  Company's  management,
including the Company's Chief  Executive  Officer along with the Chief Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
"disclosure controls and procedures" (as defined in Exchange Act Rules 13a-14(c)
and  15-d-14(c)).  Based upon that  evaluation,  the Company's  Chief  Executive
Officer  along with the Chief  Financial  Officer  concluded  that the Company's
disclosure  controls and  procedures  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.

     (b) Changes in internal controls.  There were no significant changes in the
Company's internal controls or in other factors that could significantly  affect
those controls subsequent to the date the Company carried out this evaluation.



                                       10

<PAGE>


PART II--OTHER INFORMATION

Item 1.  Legal Proceedings

On or about March 12, 2002, the Company commenced an action in Superior Court of
the State of Rhode  Island  against Blue Cross & Blue Shield of Rhode Island and
Coordinated  Health Partners (the defendants  collectively,  "Blue Cross").  The
suit arises out of the agreement  among the parties,  effective as of January 1,
2000  (the  "Agreement"),  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 certain performance goals ("Performance  Goals")
under the Agreement was as a result Blue Cross's  conduct,  (ii) that Blue Cross
lacks 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 Blue  Cross's  hiring a  physician  formerly  employed  by the
Company.

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

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 September 30, 2002.

Item 5. Other

Information None.

Item 6. Exhibits and reports on Form 8-K

        (a)   Exhibits
              None.

        (b)   Reports on Form 8-K.

               On August 6, 2002,  the Company filed a Report on Form 8-K, dated
               July 30, 2002,  under Items 4 and 7 of Form 8-K,  announcing that
               the  Company  retained  Eisner,  LLP to serve as its  independent
               auditor for fiscal year 2002.


                                       11


<PAGE>


                               CAREADVANTAGE, INC.


                                   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



November 12, 2002                /s/ Dennis J. Mouras
                                 --------------------
                                 Dennis J. Mouras
                                 Chief Executive Officer


November 12, 2002                /s/ R. Christopher Minor
                                 ------------------------
                                 R. Christopher Minor
                                 Chief Financial Officer




                                       12

<PAGE>


                      CAREADVANTAGE, INC. AND SUBSIDIARIES

                                 CERTIFICATIONS


I, Dennis J. Mouras,  Chief Executive  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: November 12, 2002


                                            /s/ Dennis J. Mouras
                                            --------------------
                                            Dennis J. Mouras,
                                            Chief Executive Officer

                                       13


<PAGE>


                               CAREADVANTAGE, INC.


I, R. Christopher Minor, Chief 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: November 12, 2002



                                              /s/ R. Christopher Minor
                                              ------------------------
                                              R. Christopher Minor,
                                              Chief Financial Officer




                                       13


<PAGE>