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 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
[formerly ATR Search Corporation]
Table of Contents
This Quarterly Report contains forward-looking statements about our business, financial condition and prospects that reflect our assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.
The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, our ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry. There may be other risks and circumstances that we are unable to predict. When used in this Quarterly Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. All forward-looking statements are intended to be covered by the safe harbor created by Section 21E of the Securities Exchange Act of 1934.
We were formed as a Nevada corporation under the name ATR Search Corporation ("ATR") on March 2, 2001. On June 28, 2002 we filed a report on Form 8-K with the Securities and Exchange Commission, incorporated herein by reference, whereby Medicius, Inc. ("Medicius"), a Nevada corporation, merged with and into ATR. Pursuant to the terms of the merger agreement, ATR obtained the operations of Medicius.
We adopted Medicius' business model, which is to provide enhanced information technology (IT) to physicians at the point of clinical decision because we believe that the growth of the e- healthcare industry will far outpace that of our previous business model, which was to provide IT technology professionals to businesses on a part-time or full-time basis. With the demise of many .com companies over the past few years the market has become saturated with unemployed IT professionals. It is the opinion of management that this will act to drive down the fees we can obtain from the placement of these professionals and reduce the number of companies desirous of engaging our services. On the other hand, the Medicius software systems, communication tools and suite of software applications obtained through our merger, permits a physician to request critical patient medical and/or medication information via the Web on a Microsoft Windows CE-based PDA at, or prior to the point-of-care.
The system captures and displays the requested information, and overlays formulaic medical treatment protocols and medical step therapies, creating not only a patient specific historical medical chart, but also suggested treatment alternatives, approved medications and diagnosis specific protocols. Utilization of this system by the practicing physician enhances clinical decision-making, improves physician productivity, insures formulary compliance, reduces the cost of healthcare and positively impacts the care provided to the patient.
On August 2, 2002 we filed amended articles of incorporation with the state of Nevada (see exhibit 3.1c, previously filed with the Commission) to change the name of our company to CareDecision Corporation and increase our number of authorized common shares to 200,000,000.
Results of Operations
We generated $1,055 in revenues for the six-month period ended June 30, 2002. Our future revenues will be reliant on the acceptance of our software systems, communication tools and suite of software applications.
Total operating expenses for the six months ended June 30, 2002 were $593,688 and $1,002,879 since inception. Total operating expenses for the six-month period ended June 30, 2002 and since inception were entirely related to general and administrative expenses, consulting fees, depreciation and amortization, and organizational costs.
The elements of our future business strategy include:
expanding geographically into key markets through a combination of opening new offices and developing relationships with clients to generate demand for our services; recruiting qualified, medical software and other technical personnel to perform technical, implementation and support duties as contracts are entered into, although there can be no assurance that any such contracts will be secured; and pursuing entry into new markets complementary to our proposed operations. Future operations are dependent upon our ability to implement our business and marketing strategies and to establish relationships and contracts with health insurers and HMOs to provide our e-healthcare products and services.
Liquidity and Capital Resources
We believe our cash on hand of $303,599 will be sufficient to fund ongoing fiscal 2002 and 2003 operations and provide for our working capital needs, however, we have negative working capital of $249,074. Our accountant has issued a note concerning our ability to continue as a going concern. As we are still considered to be in the development stage, our prospects of continuing as a going concern are contingent upon our ability to achieve and maintain profitable operations. Revenues generated over and above expenses will be used for further development of our services, to provide financing for marketing and promotion, to secure additional customers, equipment and personnel, and for other working capital purposes.
To date, we have financed our cash flow requirements through a public issuance of common stock and through the issuance of notes. During our normal course of business, we will experience net negative cash flows from operations, pending receipt of revenues. Further, we may be required to obtain financing to fund operations through additional common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our available working capital.
All investor inquiries should be directed via mail to Mr. Robert Cox, President, CareDecision Corp. 2 Penn Plaza, 15th Floor, Suite 1500-53, New York, New York 10121.
Item 6a. Exhibits
Exhibit Name and/or Identification of Exhibit
Item 6b. Reports on Form 8-K
(a) Items 5 and 7 on Form 8-K filed with the Commission on June 28, 2002.
Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 28, 2002
Date: August 28, 2002
In connection with the Quarterly report of CareDecision Corp. (the "Company")
on Form 10-QSB for the period ending June 30, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), We, Robert Cox,
President/CEO and Michael Vogel, Treasurer/CFO, of the Company, certify to
the best of our knowledge, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Robert Cox
/s/ Michael Vogel