U.S. SECURITES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                        (Amendment 2)
                   File Number: 333-101562

                          FORM SB-2

   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                  CAREDECISION CORPORATION

      Nevada                7371              91-2105842
  (State or other     (Primary standard    (I.R.S. employer
  jurisdiction of        industrial         identification
  incorporation)     classification code        number)
                           number)

           2 Penn Plaza, 15th Floor, Suite 1500-53
                  New York, New York 10121
                  Telephone: (212) 292-4959
                  Facsimile: (631) 544-0183
         (Address and Telephone Number of Principal
     Executive Offices and Principal Place Of Business)

                         ROBERT COX
       CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR
                     16 Wood Hollow Lane
                Fort Salonga, New York 11768
                  Telephone: (516) 680-4505
                  Facsimile: (631) 544-0183
  (Name, Address and Telephone Number of Agent for Service)

                         COPIES TO:
                    Thomas C. Cook, Esq.
             Law Offices of Thomas C. Cook, Ltd.
               4955 S. Durango Dr., Suite 214
                Las Vegas, Nevada 89113-0157
                  Telephone: (702) 952-8519
                  Facsimile: (702) 952-8521

Approximate date of commencement of proposed sale to public:

As soon as practicable after this Registration Statement
becomes effective.

If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities of
Act, check the following box and list the Securities Act
registration statement number earlier effective registration
statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement
number of the earlier effective registration statement for
the same offering. / /

If delivery of the prospectus will be made pursuant to Rule
434, please check the following box. / /

If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act, check the following box:
/ /

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

Prospectus (Subject to completion): Dated April 28, 2003.


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                     CALCULATION OF REGISTRATION FEE

Title of Each Class    Proposed Maximum   Maximum Aggregate     Amount of
   of Securities         Aggregate        Offering Price (1)  Registration Fee
to be Registered         per Share (2)

69,105,469 shares of
Common Stock, $0.001   $0.040 Per Share     $2,764,218.76        $552.84
par value (3)
----------------------------------------------------------------------------
Total                  $0.040 Per Share     $2,764,218.76        $552.84
69,105,469 shares
of Common Stock


  (1)  Estimated solely for purposes of calculating the registration fee
       pursuant to Rule 457.
  (2)  Represents the average closing bid price of our common stock as of
       April 28, 2003.
  (3)  Represents the maximum amount of shares of our common stock that we
       will be required to register in accordance with our Merger Agreement.
       This also includes, issued and distributed pursuant to consulting
       agreements, note conversions, shares underlying notes and warrant
       conversions.  The Registrant hereby amends this Registration
       Statement on such date or dates as may be necessary to delay its
       effective date until the Registrant shall file a further amendment
       which specifically states that this Registration Statement shall
       thereafter become effective in accordance with Section 8(A) of the
       Securities Act of 1933 or until this Registration Statement shall
       become effective on such date as the commission, acting pursuant to
       said Section 8(A), may determine.



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                         Prospectus

                  CareDecision Corporation
                        Common Stock

     This is an offering of a total of 69,105,469, shares of
our common stock, par value $.001.

     The Restricted Stockholders have acquired our
restricted common shares through conversion of shares
pursuant to the merger agreement, through a purchase of
software and through consulting services.

     OTCBB symbol: The shares of our Common Stock are
presently trading on the OTC Electronic Bulletin Board under
the symbol "CDED."  There can be no assurance that an active
trading market will be sustained.  As a result, an investor
may find it difficult to dispose of, or to obtain adequate
quotations as to the price of the shares of our common
stock.  Our most recent bid and ask quotations were $0.03
and $0.04 respectively.

THESE ARE SPECULATIVE SECURITIES.  RISK FACTORS ASSOCIATED
WITH THESE SECURITIES CAN BE FOUND ON PAGE 8 IN THE SECTION
TITLED RISK FACTORS.

     These securities have not been approved or disapproved
by the Securities and Exchange Commission or any state
securities commission nor has the Securities and Exchange
Commission or any state securities commission passed upon
the accuracy or adequacy of this prospectus.  Any
representation to the contrary is a criminal offense.

     Information in this document is subject to completion
or amendment.  A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission.  These securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective.  This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in
any state in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under
the securities laws of any such state.



       The Date Of This Prospectus is April 28, 2003.


/3/


                      TABLE OF CONTENTS



                                                                      Page

Prospectus Summary                                                      5
Summary Financial Information                                           8
Risk Factors                                                            9
Forward Looking Statements                                             11
Use Of Proceeds                                                        11
Dividend Policy                                                        11
Market for Common Equity and Related Stockholder Matters Market Info   11
Plan Of Distribution                                                   12
Legal Matters                                                          12
Experts                                                                12
Additional Information                                                 13
Management's Discussion and Analysis of Financial Condition
  and Results of Operations                                            13
Business of the Company                                                15
 Business Overview                                                     15
 Industry Trends                                                       17
 Industry Overview                                                     17
 Review of Products                                                    17
 Marketing                                                             18
 The Product Opportunity                                               18
 The Need for Integration                                              19
 Value Proposition                                                     20
 Solution & Benefits                                                   21
 Competition                                                           23
 Major Customers                                                       24
 Patents or Trademarks                                                 25
 Point Of Operation                                                    25
 Government Regulation                                                 25
 Employees                                                             25
 Facilities                                                            25
Management                                                             26
Executive Compensation                                                 27
Certain Relationships And Related Transactions                         27
Security Ownership of Certain Beneficial Owners and Management         27
Description of Securities                                              28
Shares Eligible For Future Sale                                        29
Security Holders and Recent Financing                                  31


/4/


                     Prospectus Summary

     THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE
IN THIS PROSPECTUS. BECAUSE THIS IS A SUMMARY, IT MAY NOT
CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER
BEFORE RECEIVING A DISTRIBUTION OF OUR COMMON STOCK. YOU
SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY.


     Medicius, Inc. ("Medicius"), a Nevada corporation
incorporated on July 6, 2000, was a developmental stage
company with a principal business objective to provide
Internet-enhanced information technology (IT) for physicians
at the point of clinical decision.  The software systems,
communication tools and suite of software applications
employed by Medicius permits the office practice 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 medical
treatment protocols and medical step therapies (steps and
procedures that insurance companies issue for treating
illnesses a physician has not treated before), 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.

Medicius decided to merge with ATR and transfer its business
model to ATR now known as CareDecision.

The Offering

     Common stock outstanding: 75,364,137.  This amount does
not include an aggregate of shares of our common stock
reserved for issuance upon the exercise of existing and
outstanding Medicius options, warrants and convertible
notes, or stock option agreements granted to our employees
and consultants.

     Securities offered: 69,105,469-security holder
restricted shares.

     The securities represent the maximum amount of shares
of our common stock that we will be required to register in
accordance with our Merger Agreement.  This also includes
issued and distributed pursuant to consulting agreements.

     Offering price: There is no offering price.  The shares
are being registered for the security holders only.

     Use of proceeds:  We will not receive any proceeds from
this offering.

     Risk factors:  An investment in our common shares
involves a high degree of risk and our common shares should
not be purchased by anyone who cannot afford the loss of
their entire investment.  Prospective purchasers of the
shares of our common stock should carefully review and
consider the factors set forth under "Risk Factors" as well
as other information in this document, before purchasing any
of the shares of our common stock.

The Company

     We are headquartered in New York, New York.  We provide
enhanced information technology (IT) for physicians.  The
technology employed allows this information to be provided
within seconds of its request at the point of the
physician's clinical decision making, either in the
examining room or at bedside.


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     The software systems, communication tools and suite of
software applications employed by CareDecision permits the
office practice physician to request critical patient
medical and/or medication information via the Web on a
Microsoft Windows Microsoft Window Based ("PDA") at, or
prior to the point-of-care.

     We were formed as a Nevada corporation under the name
ATR Search Corporation ("ATR") on March 2, 2001.  On June
17, 2002 a shareholders' meeting was held and a
shareholders' resolution adopted that resolved that ATR
change its name to CareDecision Corporation
("CareDecision"), increase the number of authorized common
shares to 200,000,000 and approve the merger between the
Company and Medicius, Inc.

     As  noted  on  Note 6 of the September  2002  financial
statements,  on June 21, 2001, the Company entered  into  an
agreement   with   Care  Technologies,  LLC   whereby   Care
Technologies, LLC sold all of the assets and liabilities  of
Care  Technologies, LLC in exchange for a 10%  ownership  of
the Company.  The investment was recorded at $229,899, being
the  fair  value  of Care Technologies, LLC  assets  on  the
acquisition  date (see September 30, 2002,  Financials  Note
4).

     Also, on June 21, 2002, the Company adopted Medicius,
Inc's business model, which is to provide enhanced
information technology (IT) for physicians at the point of
clinical decision.

     On June 28, 2002 we filed a report on Form 8-K with the
Securities and Exchange Commission, 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.

     The material disclosures on the Form 8-K were as
follows:

ITEM 5. OTHER EVENTS

     This Current Report on Form 8-K contains forward-
looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.  Actual results
and developments may differ materially from those described
in this Report.  For more information about ATR Search
Corporation and risks arising when investing in ATR Search
Corporation, investors are directed to ATR Search
Corporation most recent Report on Form 10-KSB as filed with
the Securities and Exchange Commission.  On April 30, 2002,
ATR SEARCH Corporation entered into a definitive Agreement
and Plan of Merger (the "Merger Agreement"), by and among
ATR Search Corporation ("ATR"), and Medicius, Inc., a Nevada
corporation, ("Medicius").

     Pursuant to the Merger Agreement and subject to the
terms and conditions set forth therein, Medicius merged with
and into ATR.  Both Medicius and ATR are the surviving
corporations in the Merger.  The operations of Medicius will
be conducted through ATR and the operations of ATR will be
conducted through CareTechnologies LLC, which at the time of
the closing of the transactions described herein, shall be a
wholly owned subsidiary of ATR.

     ATR Search Corporation has adopted Medicius, Inc's
business model, which is to provide enhanced information
technology (IT) for physicians at the point of clinical
decision.  The Medicius software systems, communication
tools and suite of software applications permits the office
practice 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 the Medicius 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.  Caredecision.net, the
principal shareholder of Medicius, has filed a master patent


/6/


application that at the appropriate juncture will be cleaved
into four more specific patents.  Also, Caredecision.net has
applied for eleven software copyrights and five trademarks,
and expects to assign these intellectual property rights to
ATR.

     The Merger Agreement has been approved unanimously by
both the board of directors of ATR Search Corporation and
the board of directors of Medicius, Inc.  The terms of the
Merger Agreement were the result of arm's length
negotiations among the parties.  The merger, which is tax-
free to the stockholders of both companies, was approved by
the shareholders of both companies and has received
regulatory approval.

     Under the terms of the Merger Agreement, upon
consummation of the Merger, stockholders of Medicius will
receive three shares of ATR Search Corporation common stock
and .5 Warrant in exchange for each share of Medicius common
stock that they hold.  ATR expects to issue approximately
10,000,000 million shares of common stock in exchange for
all outstanding shares of Medicius common stock.  In
addition, ATR would assume all outstanding Convertible Notes
and Warrants of Medicius, which would be converted into the
right to acquire approximately 20,000,000 million shares of
ATR common stock.  The transaction, which is subject to
customary conditions to closing, including the receipt of
regulatory approvals and the approval of the stockholders of
both ATR and Medicius, closed on June 17, 2002.

     As of June 28, 2002, the Effective Date of the merger,
the capital stock of Medicius issued and outstanding
immediately prior to the Effective Date was converted into
ATR Common Stock as follows:

          (i)  Each share of Medicius Series A Preferred
Stock was converted into 3.5 common stock shares of ATR and
..75 ATR common stock purchase Warrants.

         (ii)  Each share of Medicius common stock was
converted into 3.0 common stock shares of ATR and .5 ATR
common stock purchase Warrants.

        (iii)  After the Effective Date, all Medicius
common stock purchase warrants that remain unexercised as of
the Effective Date and any Medicius Convertible Notes that
remain unconverted or unpaid on the Effective Date remain
exercisable for or convertible into the number of common
stock shares of ATR based on the same conversion ratio
outlined in paragraph (ii) above.

     Following the merger between Medicius and ATR, both
entities survived.  ATR became CareDecision Corporation and
Medicius became dormant.



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/7/


Summary Financial Information

     The following table sets forth a summary of historical
financial information of CareDecision Corporation from June
21, 2001 (inception) to December 31, 2002 and for the nine
months ended December 31, 2002 and 2001.  The summary
historical financial data should be read in conjunction with
the financial statements, and notes of CareDecision
Corporation and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included
elsewhere in this prospectus.


                                  June 21, 2001
                                  (inception) to        For the year Ended
                                     December 31,          December 31,
                                       2002           2002            2001
                                       ----           ----            ----
Statement ofoperations data:
Total revenue                       $    2,000   $    2,000     $         -
                                    ----------------------------------------
General and
 administrative expenses           $    82,686   $   77,712     $     4,974
Payroll Expense                    $   186,819   $  186,819     $         -
Professional Fees                  $   171,852   $  171,852     $         -
Consulting Expense                 $ 1,319,482   $1,319,482     $         -
Software Development               $   129,000   $  129,000     $         -
Depreciation                       $    40,778   $   40,778     $         -
                                    ----------------------------------------
Net operating loss                 $(1,928,617) $(1,923,643)    $    (4,974)
Other income (expense)             $   (22,820)     (22,820)    $         -
                                    ----------------------------------------
Net loss                           $(1,975,132) $(1,970,158)    $    (4,974)
Loss per share (basic and diluted):             $     (0.05)    $     (0.00)
Weighted average shares outstanding             $43,176,595     $19,180,000




       Consolidated Balance sheet data:       As of December 31, 2002
                                              -----------------------

       Working capital (deficit)                  $     (370,052)
       Total current assets                       $      126,053
       Total assets                               $    1,545,426
       Total current liabilities                  $      496,105
       Total long-term debt                       $            0
       Total stockholders' equity                 $    1,049,321



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/8/


                        Risk Factors

     An investment in the securities being offered involves
a high degree of risk.  Prior to making any investment
decision, prospective investors should carefully consider
the following risk factors together with the other
information presented in this prospectus including the
financial statements and notes.

Our limited operating history could delay our growth and
minimize your investment.

Microsoft Window Based
     We are considered a development stage company
incorporated on March 2, 2001 and thus have a limited
operating history on which to base an evaluation of our
business and prospects.  Our prospects must be considered in
light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of
development.  Such risks include, but are not limited to,
dependence on the growth of use of electronic medical
information and services, the adoption of PDA based Internet
appliances for the transmission and display of medical
information, the need to establish our brand name, the
ability to establish a sufficient client base, the level of
use of medical providers and the management of growth.  To
address these risks, we must maintain and increase our
customer base, implement and successfully execute our
business and marketing strategy, continue to develop and
improve our point of care software and patient processing
system, provide superior customer service, respond to
competitive developments and attract, retain, and motivate
qualified personnel.  There can be no assurance that we will
be successful in addressing such risks, and the failure to
do so could have a negative impact the value of our
Company's common shares and could result in the loss of your
entire investment.

Auditors have issued an opinion raising substantial doubt as
to our ability to continue as a going concern, which may
diminish your return on investment.

     In a letter that accompanies this application, our
accountant, G. Brad Beckstead, says in part, the
accompanying financial statements have been prepared
assuming the Company will continue as a going concern.  As
discussed in Note 2 to the financial statements, the Company
is in the development stage and, accordingly, has not yet
generated a proven history of operations. Since its
inception, the Company has been engaged substantially in
financing activities and developing its product line,
incurring substantial costs and expenses. As a result, the
Company incurred accumulated net losses from June 21, 2001
(inception) through the year ended December 31, 2002 of
$(2,009,532). In addition, the Company's development
activities since inception have been financially sustained
by capital contributions.

     The ability of the Company to continue as a going
concern is dependent upon its ability to raise additional
capital from the sale of common stock and, ultimately, the
achievement of significant operating results. The
accompanying financial statements do not include any
adjustments that might be required should the Company be
unable to recover the value of its assets or satisfy its
liabilities

Our profitability and your investment will be directly
affected by our competition.

     Many of CareDecision's potential competitors have
longer operating histories, larger clientele bases, better
service recognition and significantly greater financial,
marketing and other resources than do we.  Increased
competition may result in reduced operating margins, loss of
market share and a diminished brand franchise.  There can be
no assurance that we will be able to compete successfully
against current and future competitors, and competitive
pressures faced by us could harm our operating results, our
business prospects, and financial condition.

We may not be able to retain our key personnel or attract
additional personnel, which could affect our ability to
continue as a going concern, which may diminish your return
on investment.

     Our performance is substantially dependent on the services
and on the performance of our Management. CareDecision is, and will
be, heavily dependent on the skill, acumen and services of Mr. Robert
Cox (President, and Director).  Our performance also
depends on our ability to attract, hire, retain and motivate


/9/


our officers and key employees.  The loss of the services of
our executives could have a material adverse effect on our
business, prospects, financial condition and results of
operations.  We have not entered into a long-term employment
agreements with our key personnel and currently have no "Key
Employee" life insurance policies.  Our future success may
also depend on our ability to identify, attract, hire,
train, retain and motivate other highly skilled technical,
managerial, marketing and customer service personnel.
Competition for such personnel is intense, and there can be
no assurance that we will be able to successfully attract,
assimilate or retain sufficiently qualified personnel.  If
we are unable to attract, retain, and train the necessary
technical, managerial, marketing and customer service
personnel, our expectations of increasing our clientele
could be hindered, and the profitability of our Company
reduced.

The selling security holder shares are being registered for
resale in this prospectus and the sale of such shares can
dilute the market price of our common stock and your return
on investment.

     The sale of shares can have a negative impact on the
price of our common stock.  No predictions can be made as to
the effect, if any, that sales of our shares by the selling
security holder shares being registered will have on the
market price of our common stock.  Nevertheless, sales of
substantial amounts of our common stock, or the perception
that such sales may occur, could reduce our market price.



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/10/


Forward Looking Statements

     This prospectus includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act, and
Section 21E of the Exchange Act.  Our actual results may
differ significantly from the results discussed in such
forward-looking statements.  The safe harbors contained in
Section 27A of the Securities Act and Section 21E of the
Exchange Act, which apply to forward-looking statements, are
not applicable to this offering.

Use Of Proceeds

     The shares of our common stock being offered are for
the account of the security stockholders.  Accordingly, we
will not receive any of the proceeds from the resale of
shares of our common stock by the security stockholders.  We
are registering the shares of our common stock under
contractual arrangements.

Dividend Policy

     We have never paid dividends on our common stock and do
not anticipate paying such dividends in the foreseeable
future.  The payment of future cash dividends by us on our
common stock will be at the discretion of our Board of
Directors and will depend on our earnings, financial
condition, cash flows, capital requirements and other
considerations as our board of directors may consider
relevant.  Although dividends are not limited currently by
any agreements, it is anticipated that future agreements, if
any, with institutional lenders or others may limit our
ability to pay dividends on our common stock.

Market for Common Equity and Related Stockholder Matters
Market Information

     Our shares of common stock are currently traded on the
OTC Electronic Bulletin Board under the symbol "CDED".  The
common stock was approved for trading February 1, 2002.
There is no assurance that an active trading market will
develop that will provide liquidity for CareDecision's
existing shareholders or for the selling shareholders whose
common stock is being registered through this filing.

     The Commission has adopted regulations which generally
define a "penny stock" to be any equity security that has a
market price less than $5.00 per share.  Thus, our common
stock is presently a penny stock subject to rules that
impose additional sales practice requirements on broker-
dealers who sell such securities to persons other than
established customers and accredited investors.  This would
generally include institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000
jointly with their spouse.  Based on the above, investors
who are not established customers of broker-dealers or
accredited investors may find it difficult to purchase our
common stock without satisfying numerous requirements.

     The reported high and low bid prices for our common
stock are shown below for each quarter beginning with the
quarter ended March 31, 2002.  The high and low bid price
for the first, second and third quarter of 2002 are
quotations from the OTCBB.  The quotations reflect inter-
dealer prices and do not include retail mark-ups, mark-downs
or commissions.  The prices do not necessarily reflect
actual transactions.

      PERIOD                    HIGH BID              LOW BID

2002 - First Quarter              .30                  .06
2002 - Second Quarter             .08                  .03
2002 - Third Quarter              .11                  .03
2002 - Fourth Quarter             .11                  .04
2003 - First Quarter              .08                  .04


As of August 2, 2002, we are authorized to issue 200,000,000
shares of our common stock at par value $0.001 and 5,000,000
shares of our Preferred stock at par value $0.001.
Currently, we have shares of our common stock issued and
outstanding held by approximately 88 individual holders and
no shares of our preferred stock issued and outstanding.


/11/


                    Plan Of Distribution

     Shares of our common stock may be sold from time to
time to purchasers directly by the selling security holders.
Alternatively, the selling security holders may from time to
time offer shares through underwriters, dealers or agents,
who may receive compensation in the form of underwriting
discounts, concessions or commissions from the selling
security holders for whom they may act as agent.  The
selling security holders and any underwriters, dealers or
agents that participate in the distribution of our common
stock may be deemed to be underwriters, and any commissions
or concessions received by any such underwriters, dealers or
agents may be deemed to be underwriting discounts and
commissions under the Securities Act.  Shares may be sold
from time to time by the selling security holders in one or
more transactions at a fixed offering price, which may be
changed, or at varying prices determined at the time of sale
or at negotiated prices.

     We will pay our own legal and accounting fees and other
expenses incurred in connection with the offering.  We
estimate the amount of offering expenses will be $3,000.

Legal Matters

     The Law Offices of Thomas C. Cook, Ltd., 4955 S.
Durango Drive, Suite 214, Las Vegas, Nevada 89113 will pass
upon the validity of the common shares offered for us.


M&E Equities, LLC ("M&E") and Blimie Mendlowitz (the "Plaintiffs")
have filed a complaint, case # 600092-03, in the Supreme Court of
The State of New York County of New York, [M&E Equities, LLC, and
Blimie Mendlowitz against CareDecision Corporation, Medicius, Inc.,
Keith Berman, and William Lyons (the "Defendants")] alleging in
individual and collective plaintiff claims of cross-defaults, a
failure to repay note principal and interest, and a failure to
deliver common stock warrants.  Plaintiffs also claim fraudulent
inducement and misrepresentation.

The Plaintiffs are seeking the amount of the notes plus interest
at no less than $475,000 and 225,000 warrants in Medicius, Inc.
The Plaintiffs are also seeking up to $4,000,000 in damages and
punitive damages.

The Company strongly believes there is no basis for any of the
Plaintiffs' allegations. The Company will vigorously and fully
defend against the claims, and believes that the Plaintiffs are
simply attempting to pressure the Company into paying off $475,000
in notes a year prior to maturity.

This litigation is still in the summons and complaint phase and
the ultimate outcome cannot presently be determined.  Based on the
uncertain outcome of these contingencies, no provision for any loss
or gain that may result upon adjudication has been made in the
accompanying financial statements, and the possible effect it will
have on future financial statements is unknown.

Experts

     The financial statements of CareDecision Corporation as
of December 31, 2002 are included in this Prospectus and
have been prepared by Beckstead and Watts LLC, Certified
Public Accountants.  Along with their audit, Mr. Beckstead
and Mr. Watts have also included their expert opinion.



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/12/


Additional Information

     We have filed with the SEC a prospectus on Form SB-2
under the Securities Act for the common stock being offered
under this prospectus.  This prospectus, which is part of
the registration statement, does not contain all of the
information set forth in the prospectus and accompanying
exhibits.  This prospectus contains descriptions of certain
agreements or documents that are exhibits to the prospectus.
The statements as to the contents of such exhibits, however,
are brief descriptions and are not necessarily complete, and
each statement is qualified in all respects by reference to
such agreement or document.  In addition, we file annual,
quarterly and other reports, proxy statements and other
information with the SEC. You can review the registration
statement and its exhibits and schedules at the public
reference facility maintained by the SEC at Judiciary Plaza,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room.  The registration
statement is also available electronically on the World Wide
Web at http://www.sec.gov.  You can also call or write us at
any time with any questions you may have.  We would be
pleased to speak with you about any aspect of our business
and this offering.

Management's Discussion and Analysis of Financial  Condition
and Results of Operations

Results of Operations for period ended December 31, 2002.

     The financial statements for the year ended December
31, 2002 have been prepared on a going concern basis.  The
issuance of a going concern opinion by the auditors
indicates that the auditors have substantial doubt about
CareDecision's ability to continue as a going concern.
CareDecision incurred net losses of $1,923,643 for period
ended December 31, 2002.  This indicates that CareDecision's
continuation, as a going concern is dependent upon our
ability to obtain adequate financing.  If CareDecision were
unable to obtain adequate financing necessary to continue
our operations, advance our plan of operations, increase our
sales, increase our inventory and working capital, we would
be substantially limited.  If CareDecision were unable to
properly fund our plan of operations, our continuation would
be jeopardized.  Management's plan to overcome our financial
difficulties consists of raising additional capital and
obtaining revenues from the acquired assets of Medicius,
Inc.  At this point, CareDecision has no definite plans to
raise money.

                                            For the year ended
                                            December 31, 2002

Statement of operations data:

Total revenue                               $          2,000

General and administrative expenses         $         77,712
Payroll Expense                             $        186,819
Professional Fees                           $        171,852
Consulting Expense                          $      1,319,482
Software Development                        $        129,000
Depreciation                                $         40,778
Net operating loss                          $     (1,923,643)
Other income (expense)                      $        (22,820)
Net loss                                    $     (1,970,158)
Inventory                                                  -


/13/


Results of operations for the years ended December 30, 2002 and 2001.

                                            For the years ended
                                               December 31,
                                            2002           2001
                                            ----           ----
Statement of operations data:
Total revenue                          $       2,000     $       -

General and administrative expenses    $      77,712     $   4,974
Payroll Expense                        $     186,819     $       -
Professional Fees                      $     171,852     $       -
Consulting Expense                     $   1,319,482     $       -
Software Development                   $     129,000     $       -
Depreciation                           $      40,778     $       -
Net operating loss                     $  (1,923,643)    $  (4,974)
Other income (expense)                 $     (22,820)    $       -
Net loss                               $  (1,970,158)    $  (4,974)
Inventory                                          -             -


Net Income (Loss)

     We had net losses of $1,923,643 or a loss of $0.05 per
share for the year ending December 31, 2002. This loss was
due in large part to the merger completed with Medicius,
Inc. in June of 2002.


Internal and External Sources of Liquidity

     We believe our cash on hand of $111,101 will be
sufficient to fund ongoing fiscal 2003 and 2004 operations
and provide for our working capital needs, however, we have
negative working capital of $370,052.  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.

Consulting Agreements

     On  February 17, 2002, the Company executed a  business
consulting  agreement with MLSA whereby the  Company  issued
1,350,000  shares of its $0.001 par value  common  stock  to
Mark  Lancaster for consulting services valued at  $162,000.
The consulting services are to be rendered over a period  of
90  days  with  an automatic three-month renewal  provision.
Previously filed via an S-8 on 3/1/02.

     On February 26, 2002, the Company executed a consulting
agreement  with  Qurag,  Inc.  whereby  the  Company  issued
475,000 shares of its $0.001 par value common stock to Chaim
Drizin,   a  shareholder  of  the  Company,  for  consulting
services valued at $30,875.  The consulting services are  to
be rendered over a period of 90 days with an automatic three-
month  renewal provision.  Previously filed via  an  S-8  on
3/1/02.


/14/


     On  March  27, 2002, the Company executed a  consulting
agreement  with  Promark, Inc. whereby  the  Company  issued
500,000 shares of its $0.001 par value common stock  to  Ken
Lowman  for  consulting  services valued  at  $50,000.   The
consulting services are to be rendered over a period  of  90
days   with  an  automatic  three-month  renewal  provision.
Previously filed via an S-8 on 4/17/02.

     On April 20, 2002, Medicius executed a secured
convertible revolving promissory note agreement with M&E
Equities, LLC ("M&E") whereby Medicius granted M&E a
continuing security interest in and a general lien upon the
Collateral for a loan valued at $500,000.  Except as
otherwise contemplated in the transaction more fully
described in the Letter of Intent by and between ATR Search,
Inc. and Medicius, Inc., dated April 5, 2002.

     On October 21, 2002, the Company executed a consulting
agreement with Robert Koch whereby the Company issued
2,000,000 its $0.001 par value common stock to Mr. Koch, for
consulting services.  The consulting services are to be
rendered over a period of nine months.  The consulting
services are to be rendered over a period of one hundred and
twenty days.

     On December 11, 2002, the Company executed a service
agreement with Robert Jagunich, a shareholder of the
Company, whereby the Company issued 4,127,093 shares of its
$0.001 par value common stock to CRS, for consulting
services.  The consulting services are to be rendered over a
period of nine months.

     On December 13, 2002, the Company executed a consulting
agreement with Barbara Asbell, a shareholder of the Company,
whereby the Company issued 1,000,000 shares of its $0.001
par value common stock to CRS, for consulting services.  The
consulting services are to be rendered over a period of 90
days with an automatic three-month renewal provision.

     On December 13, 2002, the Company executed a consulting
agreement with Wizard Enterprises 9"wizard"), whereby the
Company issued 2,500,000 shares of its $0.001 par value
common stock to CRS, for consulting services.  The
consulting services are to be rendered until the Agreement
terminates pursuant to written notification by either the
Company or Wizard, which notification may occur at any time
for any reason.

     On December 20, 2002, the Company executed a consulting
agreement with Wizard Enterprises 9"wizard"), whereby the
Company issued 1,888,855 shares of its $0.001 par value
common stock to CRS, for consulting services.  The
consulting services are to be rendered until the Agreement
terminates pursuant to written notification by either the
Company or Wizard, which notification may occur at any time
for any reason.


                   Business of the Company

Business Overview

     CareDecision Corporation ("CareDecision"), a Nevada
corporation incorporated on March 2, 2001, is a
developmental stage company with a principal business
objective to provide enhanced information technology (IT)
for physicians. The technology employees allows this
information to be provided within seconds of its request at
the point of the physician's clinical decision making,
either in the examining room or at bedside..  The software
systems, communication tools and suite of software
applications employed by CareDecision permits the office
practice physician to request critical patient medical
and/or medication information via the Web on a Microsoft
Windows based Personal Digital Assistant ("PDA") at, or
prior to the point-of-care.

     The system captures and displays the requested
information, and overlays medical treatment protocols and
medical step therapies (steps and procedures Insurance
companies issue for treating illnesses a physician has not


/15/


treated before), 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.

     The elements of our 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
CareDecision's 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-
health products and services.

     On June 17, 2002 a shareholders' meeting was held and a
shareholders' resolution adopted that resolved that ATR
change its name to CareDecision Corporation
("CareDecision"), increase the number of authorized common
shares to 200,000,000 and approve the merger between the
Company and Medicius, Inc.

     As  noted  on  Note 6 of the September, 2002  financial
statements,  on June 21, 2001, the Company entered  into  an
agreement  with Care Technologies, LLC whereby  the  Company
sold  all  of the assets and liabilities of the  Company  in
exchange for a 10% ownership of Care Technologies, LLC.  The
investment was recorded at $229,899, being the fair value of
the Company's assets on the acquisition date (see Financials
Note 4).

     Also, on June 21, 2002, the Company adopted Medicius,
Inc's business model, which is to provide enhanced
information technology (IT) for physicians at the point of
clinical decision.

     On June 28, 2002 we filed a report on Form 8-K with the
Securities and Exchange Commission, whereby Medicius, Inc.
("Medicius"), a Nevada corporation, merged with and the
Company.  Pursuant to the terms of the merger agreement, the
Company obtained the operations of Medicius.

     As of June 28, 2002, the Effective Date of the merger,
the capital stock of Medicius issued and outstanding
immediately prior to the Effective Date was converted into
CareDecision Corporation Common Stock as follows:

          (i)  Each share of Medicius Series A Preferred
Stock was converted into 3.5 common stock shares of ATR and
..75 ATR common stock purchase Warrants.

         (ii)  Each share of Medicius common stock was
converted into 3.0 common stock shares of ATR and .5 ATR
common stock purchase Warrants.

        (iii)  After the Effective Date, all Medicius
common stock purchase warrants that remain unexercised as of
the Effective Date and any Medicius Convertible Notes that
remain unconverted or unpaid on the Effective Date remain
exercisable for or convertible into the number of common
stock shares of ATR based on the same conversion ratio
outlined in paragraph (ii) above.

     Following the merger between Medicius and ATR, both
entities survived.  ATR became CareDecision Corporation and
Medicius became dormant.

We have a website at http://www.caredecision.net., which
provides a description of our services and products.


/16/


Industry Trends

     The overwhelming majority of clinical information is
currently trapped in proprietary Active Server Pages (paper,
mainframes, and physician practice management systems).  The
trend is moving towards taking all the information and
transferring it into electronic format for easy access.  The
extraction and sharing of that information is a time
consuming and costly process.  Each industry segment
recognizes and embraces the efficiencies and cost reductions
that can be realized through the electronic exchange of
data.  A number of technologies, even those employing the
Internet as a backbone, have failed to achieve the expected
information transformation.  In almost all instances the
communication of electronic data within the paradigm has the
universal support of the payors and industry service
providers (pharmacies, labs, etc.).

The movement of combining the information stored in the
Active Server Pages and transferring it to electronic format
will benefit our short-term and long-term liquidity, our net
sales and revenues, and our income from continuing
operations.  Our short-term liquidity will increase with the
initial sales of our product.  Our long-term liquidity will
also increase from the ongoing fees connected with our
service, which in turn will increase our income from
continuing operations.

Industry Overview

     Over the last decade managed care has transformed
healthcare into a highly competitive and market driven
industry.  The transition has resulted in the elimination of
many of the unnecessary costs that had historically
contributed to the continued and unabated acceleration of
the cost of health care.  One crucial segment, which has
remained resistant to ongoing efforts to realize real and
obvious opportunities to affect cost reductions, lies in the
means of communications resident within the industry.

     The nature of domestic healthcare delivery has resulted
in a highly fragmented system involving hundreds of
thousands of payor and provider organizations scattered
across a broad geographical landscape.  Each of these
locations employs diverse and incompatible information
systems that have restricted electronic communication of
vital medical and administrative information between the
participants.

     The overwhelming majority of clinical information is
currently trapped in proprietary Active Server Pages (paper,
mainframes, and physician practice management systems).  The
extraction and sharing of that information is a time
consuming and costly process.

     Additionally, healthcare mainly relies on paper
communication processes.  We estimate that current
healthcare administration costs exceed $300 billion
annually.  It is management's belief that online process
automation and transaction processing solutions can
eliminate over 50% of those costs, which are directly
attributable to the time and expense associated with manual
processing for routine processes and transactions.

     Although the growth of Internet access and utilization
has clearly become the basis for accelerating the digital
integration of healthcare, progress remains limited with
full, broad user based deployment.  A number of
technologies, even those employing the Internet as a
backbone, have failed to achieve the expected information
transformation.  In almost all instances the communication
of electronic data within the paradigm has the universal
support of the payors and industry service providers
(pharmacies, labs, etc.).  Each industry segment recognizes
and embraces the efficiencies and cost reductions that can
be realized through the electronic exchange of data.

Review of Products

     The e-Health handheld information appliance software offered
by CareDecision advances the state-of-industry technology into
a new generation.  These PDA technology innovations will lead
to competitive imitation that we anticipate will grow into
the industry standard.  Competitors within the sector


/17/


currently offer an outpatient, PDA-based prescription writing
device and suggest the eventual inclusion of such features as
lab test order entry and fulfillment.  The sector has recently
been witness to its own shakeout with first generation, outdated
product entries limiting growth prospects of several companies.
CareDecision presently has a complete suite of medical
information and communication applications, all integrated,
and all on one PDA Internet appliance. These applications
have been designed to meet the needs of both the inpatient
and outpatient environments and are not just commercially
viable but also regulatory standard compliant.  Further, we
believe that  CareDecision has conceived and implemented the
ability to monitor patient treatment plans on a handheld
information appliance.

Marketing

     Management intends to implement an aggressive but
targeted marketing campaign to educate healthcare providers
about CareDecision's technology solutions and the benefits
obtained through its use.  The industry focused marketing
campaign is intended to leverage our efforts by qualifying
customers' needs and interests.

     The CareDecision marketing strategy ultimately targets
the physician provider through the provision of technology
and services that specifically respond to their needs and
requirements.  The physician will be the ultimate
determinant as to the success of any given system;
therefore, it is incumbent on any marketing strategy to
focus on the satisfaction of their needs.  CareDecision has
created PDA-centric products and a suite of Internet
enhanced software applications that includes those features
that specifically respond to the requirements of the
practicing physician.  We believe that the combination of
unique and responsive benefits derived from our system
coupled with its simplicity, portability, convenience and
ease of use will initiate and propel the desired transition
from paper processes.

     Healthcare is an interdependent web of payors and
providers.  CareDecision's success is reliant on targeting
multiple segments within the industry.  As has been
previously stated, although the physician will determine a
product's utilization, it is the other components of the
system that will bear the cost of the product's introduction
and ongoing employment.  Insurers and industry service
providers must participate in the electronic network, both
logistically and financially to complete the link that will
provide utility and value to all participants.  It is
incumbent on us to therefore extend our marketing strategy
to facilitate this reality.

     We will concentrate our marketing efforts in specific
target geographic locations that will permit the completion
of our density strategy crucial to sustained penetration and
long-term success.  Implicit to this strategy is the
contracting of multiple payors, pharmacy benefit management
entities, medical case management entities and payment for
transactions communicated to or from the participating
physicians.  Once the network has been established the
product will be distributed to those physicians included
within the contracted payors Provider Network.  We will rely
on those contracted payors to support and assist in the
distribution of the product to the said physicians.

     The creation of such networks will be conducted in
multiple geographic locations simultaneously.  Upon their
completion the process employed will be introduced and
replicated in other locations targeted for access.

The Product Opportunity

     Healthcare is a matrix of interrelated providers and
payers.  The physician resides at the core of the complex
structure, initiating the vast majority of interactions
between the participants.  It is the physician who is
responsible for the disposition of 80% of the healthcare
dollar either, directly through the provision of service, or
indirectly through patient direction to other services
(prescriptions, lab tests, hospital admissions, CAT scans, X-
rays, home health products, etc.)  Correspondingly, it is
those physician activities, which generate the preponderance
of paper communications cluttering the system.  The
physician office practice then is central to the solution
and stands to benefit most from the introduction of that
solution.  Paradoxically, however, it is the physician
office that has been the central impediment to the adoption
of the technologies that would permit system-wide,
instantaneous communication of clinical,


/18/


administrative and financial information between and amongst
the multitude of payors, providers and support industries
composing the enterprise.

     Physicians are reluctant to adapt to technological
advances for a variety of reasons.  Most of their objections
have been approached and resolved by the vendors
participating in the sector.  Several, however, continue to
remain unresolved and serve as a continuing impediment to
physician acceptance of the new technology:

1. Patient information that is vital for the conduct of
   the examination, such as, medical history, accurately
   diagnose a malady, and provide a remedy, must be available
   to the physician during or before the patient encounter;
2. The tool employed to capture information prospectively,
   and record and distribute the prescribed remedy must be
   portable, easy to use and fit within the existing workflow
   of the office practice; and
3. The adopted tool must diminish, not add, to the work of
   the physician or the staff.

     Many technology companies have developed impressive
technologies, but have failed to satisfy the specific
demands of the physician community for acceptance of
innovative communication technology and digital integration
of their paper processes.  In order to be accepted by the
physician population, by winning space on their valuable
"medical desktops," a medical IT company, even one with an
Internet connectivity solution, must be embraced by doctors
as a comprehensive enhancement to their practices.

     CareDecision's system improves the quality and
efficiency of the physician's practice by providing clinical
information at the point of care.  We are focused on point
of medical care (patient examining room, patient bedside)
tools and products.

The Need for Integration

     Our software is designed to integrate point of care
medical applications, treatment protocols and up to the
moment patient histories coupled with real-time on-line
medical insurance claims submission.  The ultimate key to
success resides in providing the private practice physician
with the capability to, sequentially, learn about the
history of his or her patient during, or prior to, entering
the examining room, treat the patient and update the insurer
of the episode of care.  Accomplishing this objective
resolves a major dilemma for the health care provider;
instantaneous communication of vital patient related
information at or before the patient encounter.

     The technology is grounded in the central need to
furnish the doctor with the crucial patient information
rapidly and reliably on a PDA.  It utilizes the power of the
Web to move large amounts of data to and from a variety of
platforms securely via a powerful Windows CE based PDA
designed for portability and upgradability.  Totally
compliant with the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), this PDA technology is
the first to offer legacy system applications on a totally
portable (PDA) appliance.

1. The PDA software operates on any Microsoft Windows CE
   "Pocket PC" based handheld device, either in a wireless or
   "wired" mode. The local host for the company's PDA devices
   is a Windows (9X, NT or later) based PC in the physician's
   office, which, in turn, permits one to eight of the
   aforementioned PDAs to be linked to the medical network.

2. The PDA software allows each PDA to become a uniquely
   identified mobile node on the medical network, independent
   of PC linkage, thereby, assisting the doctor in the review
   of relevant patient medical history, medications and
   prescriptions, lab test ordering, medical step processes and
   protocols and specialist referral processes.  The PDA
   software provides rules based software capabilities and the
   ability to receive order fulfillment information for over
   5,000 patients, which represents approximately 3 years of
   patient encounters in a typical primary care medical
   practice and allows for providers to access payor and health
   plan business rules, and policy/plan coverage's directly
   from the plan(s).


/19/


3. The Web server software establishes a real-time link to
   health plans, lab and other service organizations legacy
   systems.

4. Our system allows for providers to access payor and
   health plan business rules, and policy/plan coverage's
   directly from the plan(s).

Value Proposition

     The PDA offered by CareDecision will enhance the
likelihood that the physician will prescribe the right
drugs, order the needed lab tests and refer to only
authorized specialists.  The physician is guided by health
plan published treatment and step protocols while in the
presence of the patient.  Typical post-examination
activities conducted by the doctor and his staff will result
in better time efficiency, fewer mistakes, corrections and
duplication of paperwork.

     On the other side of the equation, if the health plan
is able to positively influence (manage) physician ordering
of services and medications without having to resort to
"charging" the doctor for his own mistakes and
inefficiencies, adoption of the tool or service is more
likely.  This unique workflow equation distinguishes
CareDecision from other service companies begun prior to
1998.  Although they initially defined the need for these
tools and demonstrated their cost saving potential, they
failed to induce broad user based adoption of their
technologies, because their tools did not provide the
requisite utility at the "point of care."  CareDecision
offers a unique point of patient care medical efficacy and
treatment tool.

     The software system offered by CareDecision satisfies
all the clinical and utilization requirements of the
practicing physician.  CareDecision believes the products we
offer provide the utmost in efficiency.,  From the
standpoint of the physician, processing of patient
information is nearly automatic.  Relevant data is pre-
loaded onto the PDA according to the doctor's schedule of
patients.  Thus, physician induced data entry is kept to a
minimum, thereby overcoming one of the largest obstacles to
admission to the physician's "desk-top."

     To win the battle for space on the "physician desktop,"
a medical IT company, even one with an Internet connectivity
solution, must be embraced by doctors as an enhancement to
their practices.  The system CareDecision is offering
improves the quality and efficiency of the physician's
practice by providing clinical information at the point of
care.  The applications and communication software permit
the physician to discard the piles of manila folders and
reference manuals.  The PDA bearing proprietary software
enables the physician at the point-of-care to:

1. Review the patient's recent and/or long term medical
   history;
2. Check the patient's eligibility to receive services
   from a health plan;
3. Request care review of medical protocols and medical
   step processes, to assure a minimum standard of care
   according to each patient's diagnoses and health plan;
4. Electronically order laboratory tests or radiology
   exams, and review the fulfillment of those orders by
   electronic receipt of the medical test results;
5. Review the safety of a proposed prescription and its
   propensity to interact with other prescribed medications for
   a given patient.  Identify the optimum medication contained
   within the patient's benefit plan formulary;
6. Electronically refer the patient to a medical
   specialist, and retrieve and review any report(s) sent from
   the specialist related to the referral; and
7. Initiate care protocols, or step therapies, based on
   the patient's diagnosis, and automatically follow the
   progress or efficacy of the "steps" through an auto-
   reminder.



      [Balance of this page intentionally left blank.]


/20


     The PDA technology and applications are a tightly
designed integration of application sets.  The system
captures all current patient activity at the point of care
(the examining room or bedside) and then merges it with the
patient's history allowing various on-demand treatment
protocols to emerge, providing a wealth of data for
prospective treatment.  Information supplied to and from the
physician via the PDA appliance includes:

Case/Episode Diagnosis   1. Episode by episode multiple
                            diagnosis and physician chosen
                            treatment;
                         2. Patient cumulative treatment
                            (electronic medical record)
                            histories, including hospitalizations
                            and histories from patient; and
                         3. Eight levels best care medical
                            protocols.
---------------------------------------------------------------
Medical Order Entry and  1. Full Pharmacy Benefits Management
Fulfillment                 programs with electronic script
                            writing  with drug formulary and
                            drug-drug interaction checks;
                         2. Lab Order Entry with complete
                            reporting including results,
                            pending, tickler, out of limits,
                            historical, summary, etc.; and
                         3. Accident/Worker's Compensation
                            intervention modules. In addition,
                            CareDecision software applications
                            provide both on-line and off-line
                            (fax) order entry.
---------------------------------------------------------------
Payor-Related            1. Plan and Procedure Eligibility;
Applications             2. Procedure/Drug Authorization;
                         3. Patient Referral; and
                         4. Hospitalization Admission Decision
                            Tree.

     The communication and integration system coupled with
its clinical and administrative applications constructs a
compelling and convincing rationale for adoption and
utilization by the physician within the office practice.

Solution & Benefits

  Built on Industry Acceptable Standards

     The System creates a fully secured series of private
communications networks and establishes, for the user's
organization, a medical network consisting of both size and
power.  In effect, the System creates multiple Private data
networks, using the Internet and any service provider as its
backbone.  The created network(s) become fully secure
private networks for the exclusive use of the participants.
They provide maximum security for all medical
communications.  Currently, the System utilizes a desktop
computer as the client-server link to the Internet with one
to four PDAs docked to it.  Each PDA battery is charged and
data is exchanged specific to each PDA's unique identifier.
In addition, the communication software has been designed,
and is currently resident on each suite delivered, to
accommodate direct connection of the PDA through a wireless
link to the Internet.  From a practical standpoint, a number
of technological and economic issues must be overcome before
a wireless connection to the Internet in a healthcare
setting can be implemented.  These issues include: (a) the
reliability and bandwidth of wireless Intranet
communications; (b) PDA battery life; (c) wireless connect
costs; and (d) the need for relatively expensive wireless
amplification and routing stations.

     The broad-based technology is for utilizing low bandwidth,
seamless, automatic, (basically) free FTP (file transfer protocol)
nets, using the Internet.  These applications (medical,
communications and database) are local to each physician's
palm-top, providing a comfort level to the physician and the
patient.  This means that sensitive or critical medical information
can be provided automatically or upon request behind the closed door
of an examining room, or at the patient bedside.  Communication
modules resident in the medical networks effect transmissions
automatically and seamlessly.  The entire cycle takes less than


/21/


3 minutes using encrypted, encoded and "whittled" message
packets that are; (a) thrice cleaved into header, body and footer
segments that are then compressed with check digits, allowing
blocked transfer; (b) data packets to be transmitted through a
proprietary message parser along three separate, non-competing Internet
channels; and (d) automatically reassembled at the receiving end.

  Connecting Through Integration

     The PDA based applications provide a complete set of
clinical applications for managing patient care,
streamlining clinical paperwork, providing the physician
with Best Medical Care pathways and guidelines, and
increasing efficiency while improving the accuracy of
tracking patient care.

There are three categories of application modules.

1.  Case/Episode Diagnosis and Treatment modules include:
   (a) episode by episode multiple diagnosis and physician
   chosen treatment pathways; (b) patient cumulative treatment
   (electronic medical record) histories, including
   hospitalizations and histories from patient encounters with
   other physicians; (c) eight levels of Best Care Medical
   Protocols, and (d) tentacle links to the Physician Desktop
   Reference (PDR) and prescription drug databases;

2. Medical (outbound) Order Entry modules include: (a)
   full Pharmacy Benefits Management programs with electronic
   script, drug formulary and drug interaction modules; (b) Lab
   Order Entry with complete reporting: results, pending,
   tickler, out of limits, historical, summary, etc., and (c)
   Accident/Worker's Compensation intervention modules.
   Additionally, CareDecision software applications provide
   both on-line and off-line (fax) order entry; and

3. Payor related applications modules include: (a) Plan
   and Procedure Eligibility; (b) Procedure/Drug Authorization;
   (c) Patient Referral, and (d) Hospitalization Admission
   Decision Tree.

  Real B2-B Model

     The Internet serves not just as a portal, but a true
Business-to-Business destination to integrate all of the
constituents and trading partners for a revolutionary means
of transacting medical business.  It doesn't just connect
insurer to physician, hospital to doctor's office or billing
to payment but rather, fully integrates the entire medical
care giving cycle within one host deployed processing
framework.

     It is generally understood and accepted that physicians
will not bear the cost of being interconnected to health
plans and service providers, even though CareDecision type
solutions improve the efficiency and clinical effectiveness
of their practices.  CareDecision anticipates that health
plans and service providers, such as clinical laboratories,
will subsidize (sponsor) the physician networks.  That
subsidy will be provided because the Plans and Service
Providers will financially benefit from the creation of the
electronic data network.

     Paper processing and physician non-compliance with a
health plan's prescription formulary are estimated to be $10
per year for each insured.  Service providers believe that
they can capture incremental market share while protecting
their base through this technological linkage.  The
CareDecision model derives its principal source of revenue
from transaction fees driven by the physician's use of the
PDA.

     The costs of installing and maintaining the components
of the network in physician offices will be borne by the
health plan "sponsors" that the company has labeled, E-
trading partners.  The system presents a visible and
definable cost savings to the sponsoring health plan through
a transaction fee structure that offers advance cost savings
benefits.  The added indirect management capabilities
offered the sponsor make the adoption of CareDecision's
point of care concept unique in the industry.


/22/


     The following table describes the types of fees that we
will charge and the payor of such fees.

  Fee Category          Specific Transaction              Payor of Fee
---------------        ----------------------         ---------------------

  Insurance         a. Patient Eligibility Clerk         Specific Insurer
                    b. Procedure Eligibility Clerk
                    c. Patient Referral
                    d. Procedure/Drug Authorization

  Laboratory        a. Laboratory Tests and Results     Specific Laboratory
                    b. Historical Patient Lab Profile
                    c. Lab Supplies
                    d. Lab Supplies Order
                    e. Laboratory Super Bill

   Pharmacy         a. Drug Formulary Check                Insurer or
   Benefit          b. Best Care Drug Guidelines          Insurer's PBM
                    c. Drug Interaction Check
                    d. Electronic Prescription

   Hospital         a. Hospital Pre-Admission Checklist  Specific Hospital
                    b. Discharge Report
                    c. Remote Physician Inquiry to EMR
                    d. Patient Insurance Profile

     We  anticipate that health plans and service providers,
such as clinical laboratories, will subsidize (sponsor)  the
physician networks.  As this is not assured, our costs  will
be  paid,  by  selling our PDA's through other avenues.   We
have  a  business  model  to  sell  our  PDA  units  through
distribution outlets.  We have brought in one distributor in
California to test the feasibility of our business model.

Competition

     The medical industry is highly competitive in the
attraction and retention of physician customers, insurers
and other medical providers.  The number of competing
companies and the size of such companies varies in different
geographic areas.  Generally, CareDecision is in competition
with other PDA technology companies that offer medically
related software suites, with the most effective competition
coming from companies that possess greater capital
resources, have longer operating histories, larger customer
bases, greater name recognition and significantly greater
financial, marketing and other resources than do we.

     There are a number of small and large companies that
have announced their intentions to provide some type of
Internet interconnectivity for physicians to the healthcare
systems:

1. Large publicly traded companies: WebMD formerly known
   as Healtheon (HLTH), the former MedicaLogic/Medscape ( HLTH)
   and to a slightly lesser degree Cerner/Citation (CERN), IDX
   Corporation (IDXC) and venerable Shared Medical (acquired by
   Seimens) are very broadly involved in healthcare Internet
   based services including consumer services, E-commerce and
   connectivity.  Of these companies only Cerner is working on
   a PDA based interface for physicians, although Healtheon has
   identified the PDA as a critical component for a network and
   is "evaluating potential partners to provide physicians with
   hand-held computers after an in-house product was
   deemphasized after beta testing."

2. Non-PDA based start-ups and small publicly traded companies:
   CyBear (merged last year into parent Andrx), Medix Resources
   (MXR), Advanced Health (merged into    Proxymed) and Abaton.com


/23/


   (merged into HBO-McKesson and then shut down) have or had
   announced some form of connectivity    systems that are non-PDA
   based and have, at best, limited numbers of clinical installations.

3. More mature companies such as Kinetra (acquired by
   HLTH), McKesson-HBOC and ProxyMed (PILL), have launched
   Internet enhanced ventures without any clinical successes.

4. PDA-based start-ups: PatientKeeper Corp. (formerly
   Virtmed), ePhysician (recently downsized and sold assets)
   and iScribe (recently reorganized and then merged) have
   announced products that reside on 3-Com's Palm PC. The
   PatientKeeper product will allow physicians to capture
   billing information for hospital-based accounts and purports
   to manage receivable transactions (a mix of a 1st generation
   feature on a 3rd generation technology). ePhysician's
   product offering allows prescription ordering from a PDA.
   On the surface, the former iScribe system offers a few of
   the features of CareDecision's system, but has chosen to
   implement a wireless wide-area network solution through an
   Internet link to a legacy system server.  This approach has
   greater capital cost and platform data management
   disadvantages compared to CareDecision's product line.  Yet,
   iScribe, even with its costly and incremental approach, and
   its history of financial troubles nonetheless garnered an
   impressive valuation..

     All of the embryonic PDA technology based companies
have a similar broad goal to deliver PDA based data
management to physicians.  One company, AllScripts (MDRX)
appears to be positioned to advance to a market leadership
position.  However, this position is defined by a product
distribution of less than 2000 physicians' office sites (1%
of the total market) and does not possess a major factor in
any medical trade area.

     Increased competition may result in reduced operating
margins and a loss in our clientele base.  There can be no
assurance that we will be able to compete successfully
against current and future competitors, and competitive
pressures faced by us may have a material adverse effect on
our business, prospects, financial condition and results of
operations.  Further, as a strategic response to changes in
the competitive environment, management may from time to
time make certain pricing, service or marketing decisions or
acquisitions that could have a material adverse effect on
our business, prospects, financial condition and results of
operations.

     Based on management's industry experience, CareDecision
believes it will build a strong reputation for the quality
of our products and services as well as our client-oriented
approach.  We believe that our experienced employees, broad
range of products and services, local and broad market
expertise, and operating infrastructure enable us to compete
effectively in each of our business disciplines.  (See "Risk
Factors - Competition")

Major Customers

     As we are still in the development stage, CareDecision
has yet to generate significant revenue.  However, pursuant
to an Agency Agreement with CareDecision.net,
Inc.,CareDecision will receive 90% of the total revenue,
which CareDecision.net, Inc. is to receive through a Program
Agreement with Pharmacare, Inc., a wholly owned subsidiary
of CVS Corporation, a leading provider of pharmacy benefit
services to health insurers.  Pharmacare and the Company
plan to jointly market the CareDecision products. Thus far
the two companies have embarked upon a program to jointly
introduce the benefits of CareDecision.net's products to
several east coast based health plans that insure over five
million lives.

     The material compensation terms of the Agency Agreement
are as follows:

    A.    Exclusivity  Compensation. Agent  agrees  to  pay
 Company  10%  of any sales revenues, services  or  training
 revenues  received as compensation for Company's appointing
 Agent   as  exclusive  Agent  for  the  Products   in   the
 Territory.

    B.     Compensation  for PDA Design  Changes.   The  PDA
 based   product  listed  in  Section  1(A)


/24/


 is complete, commercial ready and fully functional. However,
 the  PDA based  Product listed in Section 1(A) functions  in
 a manner that allows Company to charge end users, or   their
 sponsors,  use fees according to a proprietary  Internet  e-
 commerce  model.  Agent agrees to pay, or cause  Company  to
 be  paid, 10% of any revenues received  as compensation  for
 Company's   agreement  to  alter  the    functionality   and
 workflow  of the PDA based  Product so that it/they  may  be
 sold or licensed in Agent's Territory."

Patents or Trademarks

     We have filed for several patents & trademarks early in
2001.  We also filed for additional patents and trademarks
in late 2002.  The applications are still pending.
Point Of Operation

     CareDecision maintains its headquarters and
administrative operations in New York, New York.

Government Regulation

     Federal, state, local and foreign governmental
organizations may propose or institute laws or regulations
concerning various aspects of the medical industry,
including electronic claims processing, electronic
prescriptions and privacy matters.  CareDecision is not
currently subject to direct regulation by any domestic or
foreign governmental agency, other than regulations
applicable to businesses generally, and laws or regulations
directly applicable to the medical industry.  However, due
to the increasing popularity and use of the Internet and
other online services, it is possible that a number of laws
and regulations may be adopted with respect to the Internet
or other online services covering issues such as user
privacy, pricing, content, copyrights, distribution and
characteristics and quality of products and services.

     Furthermore, the growth and development of the market
for online commerce may prompt calls for more stringent
consumer protection laws that may impose additional burdens
on those companies conducting business online.  The adoption
of any additional laws or regulations may decrease the
demand for our products and services and increase our cost
of doing business, or otherwise have an adverse effect on
our business, prospects, financial condition and results of
operations.

Employees

     CareDecision currently has 2 part time and 8 full staff
employees. The full time employees are situated as follows:
6 are located in the California office, one is in Chicago
and one is in the New York office.  Management does not
foresee hiring additional employees for at least the next
twelve to twenty-four months, or until we generate
sufficient revenues, in management's opinion, to support
hiring additional staff.  No employees are covered by labor
agreements or contracts and management believes our
relations with our employees are good.

Facilities

     The Company's headquarters and facilities are located
at 2 Penn Plaza, 15th Floor, Suite 1500-53, New York, New
York 10121.  The CEO of CareDecision, Robert Cox, at no cost
to the corporation, is currently providing for these
facilities.  Additionally, the company has assumed the lease
on the space Medicius occupied, approximately 2300 sq. feet,
located at 2660 Townsgate Road, Suite 300, Westlake Village,
CA.  As of April 1, 2003 there are 17  months remaining on
that lease at $3,750.00 per month.  If additional facilities
are needed, management believes that suitable expansion
space is available to meet our future needs at commercially
reasonable terms.  Currently, management believes that our
office provides sufficient workspace to commence with
initial operations.


/25/


                         Management

Directors And Executive Officers

     The following sets forth certain information with
respect to the executive officers, directors, key employees
and advisors of our company as of the date of this
prospectus:

  NAME                 AGE                   POSITION
  ----                 ---                   --------

 Robert Cox            43             President, Director, and
                                       Chief Executive Officer
Keith Berman           49               Secretary, Treasurer
                                            and Director
William Lyons          49                    Director
Robert Jagunich        56                    Director

Robert L. Cox, Chairman, President, Director, and Chief
Executive Officer - Prior to joining CareDecision, Mr. Cox
was the Chief Executive Officer, President and Director of
Tower Realty Trust, Inc., a publicly traded Real Estate
Investment Trust ("REIT").  Prior to holding the positions
of CEO and President, since 1995 Mr. Cox served as the
Executive Vice President and Chief Operating Officer of
Tower Equities until October of 1997, when Tower Equities
became a public company (Tower Realty Trust, Inc.).  Prior
to that, Mr. Cox served as Vice President of Development and
Construction of Tower Equities from March 1987 to March
1995, where his main responsibilities included supervising
all of Tower Equities' development and construction
projects.  Mr. Cox is a graduate of Florida State
University.

Mr, Cox does not hold any directorships of other reporting
companies.

Keith Berman, Secretary, Treasurer and Director - Mr. Berman
has over 22 years experience in healthcare with such
companies as Technicon Corporation and Boehringer-Mannheim
Corporation, and in the last 15 years providing healthcare
software including intranet and Internet systems.  Mr.
Berman was the founder of Cymedix, the operating division of
public Medix Resources, Inc. (MXR).  Mr. Berman received a
BA and MBA from Indiana University.

William Lyons, Director - Mr. Lyons, has over 20 years
experience in healthcare endeavors, and for the past fifteen
years has concentrated on medical communications and medical
IT.  Mr. Lyons, former President of Cybear, Inc. (CYBA) and
an original member of the management team at AllScripts
(MDRX), manages the company's sales and marketing efforts.
Mr. Lyons received a BA from St. Michael's College and an
MBA from Pace University.

Robert Jagunich, Director - Mr. Jagunich has as a director
of Cymedix Corporation, the operating entity of Medix
Resources, Inc. (AMEX:MXR), from April 1996 through December
1997.  Mr. Jagunich has 27 years of experience in the
medical systems and device industry.  Recently, he has held
the position of President at new Abilities Systems, a
privately-held manufacturer of advanced electronic systems
used in rehabilitation.  He also consults to companies such
as Johnson and Johnson and has served as a senior executive
in such publicly-held companies as Laserscope and Acuson.
He received his B.S., M.S. and M.B.A. from the University of
Michigan.


Committees of the Board

     We presently do not have any committees.



       [Balance of this page intentionally left blank]


/26/


                   Executive Compensation

     The following table sets forth all compensation paid to
our executive officers for the calendar years of 2001 & 2002:

       Annual Compensation                Awards           Payouts
       -------------------                ------           -------
                           Other
                           Annual  Restr-              Long-Term    All
Name &                     Compen- icted   Securities  Incentive   Other
Principal     Salary Bonus sation  Stock   Underlying     Plan     Compen-
Position  Year ($)    ($)   ($)   Award(s) Options (#) Payouts ($) sation($)
----------------------------------------------------------------------------

Robert    2002  30,000  0    0       0         0           0          0
Cox
President 2001 100,000  0    0       0         0           0          0


Executive Employment Agreements

     Currently, there are no employment agreements with
executives.

Certain Relationships And Related Transactions

     There has been one actual or proposed transactions that
occurred over the past two years to which any person related
to the issuer had or is to have a direct or indirect
material interest as set forth in item 404 of Regulation S-B
of the Securities and Exchange Act of 1933.

     During the period ended September 30, 2002, the Company
acquired Intellectual Property from CareDecision.net, Inc, a
private stockholder owned corporation that completed several
transactions the Company.  As a result of the merger and the
acquired intellectual property, two of the beneficial owners
of CareDecision.net are now beneficial owners of the
Company.  Pursuant to the agreement, the Company paid
CareDecision.net, Inc. the sum of $187,500 with 700,000
shares of the Company's $0.001 par value preferred stock.
CareDecision.net, Inc. then elected to convert its preferred
shares into 5,075,000 shares of the Company's $0.001 par
value common stock.  The two indirect beneficial owners are
Keith Berman and William Lyons.

Transactions with promoters

     We have not had any transactions with promoters since
inception.

Security   Ownership  of  Certain  Beneficial   Owners   and
Management

     The following table presents certain information as of
December 31, 2002, with respect to the beneficial ownership
of our common stock by:

(a)  Each person who is known to be the beneficial owner of
     more than 5.0% of any outstanding share;
(b)  Each director and executive officer of our company; and
(c)  All executive officers and directors as a group.

As of December 31, 2002 there are 75,364,137 shares issued
and outstanding common stock.  Please note that unless
otherwise specified, the named beneficial owner has, to our
knowledge, sole voting and investment power.


/27/


                        Common Stock

                                       Shares           Percentage of
      Name and Address            Beneficially Owned  Shares Outstanding
      ----------------            ------------------  ------------------

        Anfel Trading1                 4,206,531             5.58%
       505 Park Avenue
      New York, NY 10022

         Keith Berman                  6,383,325             8.47%
        1623 Elmsford
      Westlake, CA 91361

        Robert L. Cox                  1,123,861             1.49%
     16 Wood Hollow Lane
    Fort Salonga, NY 11768

         Cede & Co.2                  20,508,927            27.21%
         PO Box 222
    Bowling Green Station
      New York, NY 10274

       Robert Jagunich                 1,465,000             1.94%
     765 Christine Drive
     Palo A lot, CA 94303

        William Lyons                  2,792,224             3.70%
      617 Joshhue Court
     Naperville, IL 60540
                                  ------------------  ------------------
  Total ownership by our              11,764,410            15.60%
  officers and directors
  (four individuals)

Footnotes
  1. The principal executive officer of Anfel Trading  is
     Jackie Bronner.
  2. Cede & Co. is a clearing company.  Of the 35
     individuals that have their securities on deposit, none own
     a position of more than 5% of the Common Stock of the Company.


                  Description of Securities

     Our authorized capital stock is 200,000,000 shares of
common stock, par value $0.001 per share and 5,000,000
shares of preferred Stock, par value $.001 per share.  As of
December 31, 2002, we had issued 75,364,137 of our shares of
common stock and no shares of preferred stock.

     The following brief description of our common stock and
preferred stock is subject in all respects to Nevada law and
to the provisions of our Articles of Incorporation, as
amended and our Bylaws, copies of which have been filed as
exhibits to our initial 10-SB Registration Statement filed
with the Securities and Exchange Commission on September 27,
2001.

Common Stock

     As a holder of our common stock:

  (a)  You have equal rights to dividends from funds legally
       available, ratably, when as and if declared by our Board of
       Directors;


/28/


  (b)  You are entitled to share, ratably, in all of our
       assets available for distribution upon liquidation,
       dissolution, or winding up of our business affairs;
  (c)  You do not have preemptive, subscription or conversion
       rights and there are no redemption or sinking fund
       provisions applicable;
  (d)  You are entitled to 1 vote per share of common stock
       you own, on all matters that stockholders may vote, and at
       all meetings of shareholders; and
  (e)  Your shares are fully paid and non-assessable.

     Additionally, there is no cumulative voting for the
election of directors.

Preferred Stock

     We are also authorized to issue up to 5,000,000 shares
of preferred stock, $0.001 par value.  Although, we have not
issued any preferred stock to date, nor have we developed
the descriptive attributes of these preferred shares, we can
issue shares of preferred stock in series with such
preferences and designations as our board of directors may
determine.  Our board can, without shareholder approval,
issue preferred stock with voting, dividend, liquidation,
and conversion rights.  This could dilute the voting
strength of the holders of common stock and may help our
management impede a takeover or attempted change in control.

Nevada Anti-Takeover Provisions

     The anti-takeover provisions of Sections 78.411 through
78.445 of the Nevada Corporation Law apply to CareDecision
Corporation Section 78.438 of the Nevada law prohibits us
from merging with or selling CareDecision Corporation or
more than 5% of our assets or stock to any shareholder who
owns or owned more than 10% of any stock or any entity
related to a 10% shareholder for three years after the date
on which the shareholder acquired the CareDecision
Corporation shares, unless the transaction is approved by
the Board of Directors of CareDecision Corporation.  The
provisions also prohibit us from completing any of the
transactions described in the preceding sentence with a 10%
shareholder who has held the shares more than three years
and its related entities unless the transaction is approved
by our Board of Directors or a majority of our shares, other
than shares owned by that 10% shareholder or any related
entity.  These provisions could delay, defer or prevent a
change in control of CareDecision Corporation.

Anti-Dilution

     The shares of the CareDecision's preferred stock shall
not be subject to dilution unless all the holders of the
preferred stock vote to change this preference.  In
addition, the preferred stock shall maintain its status even
if the common stock undertakes a reverse or forward split of
its shares. The preferred stock cannot be diluted unless it
is converted to common stock.

     The transfer agent and registrar for our common stock
is Pacific Stock Transfer Company, 500 E. Warm Springs Road,
Suite 240, Las Vegas, Nevada 89119, (702)361-3033.

               Shares Eligible For Future Sale

     The outstanding shares of our common stock include
shares of common stock outstanding that are "restricted
securities," as that term is defined under Rule 144 of the
Securities Act, because such shares were purchased or
acquired by such stockholders of CareDecision in
transactions not involving a public offering, and may only
be sold if there is an effective registration statement
filed with the Securities Act, in compliance with the
exemption provisions of Rule 144, or if there is another
exemption under the Securities Act.  All the restricted
shares of common stock that have been issued at least one
year are eligible for sale under Rule 144, subject to
certain volume limitations.  The outstanding shares also
include shares of common stock held by the Selling Security
Holders.  Such shares have been registered for resale in
this document.


/29/


     In general, under Rule 144 as currently in effect, a
shareholder, including an affiliate of CareDecision, may
sell shares of common stock after at least one year has
elapsed since such shares were acquired from CareDecision or
an affiliate of CareDecision. The number of shares of common
stock, which may be sold within any three-month period, is
limited to the greater of 1% of the then outstanding common
stock or the average weekly trading volume in the common
stock during the four calendar weeks before the date on
which notice of such sale was filed under Rule 144.  Other
requirements of Rule 144 concerning availability of public
information, manner of sale and notice of sale must also be
satisfied.  In addition, a shareholder who is not an
affiliate of CareDecision, and who has not been an affiliate
of CareDecision for 90 days prior to the sale, and who has
beneficially owned shares acquired from CareDecision or an
affiliate of CareDecision for over two years may resell the
shares of common stock without compliance with the foregoing
requirements under Rule 144.

     No predictions can be made as to the effect, if any,
that future sales of shares, or the availability of shares
for future sale, will have on the market price of our common
stock prevailing from time to time.  Nevertheless, sales of
substantial amounts of our common stock, or the perception
that such sales may occur, could cause the price of our
common stock to decrease and could impair our ability to
raise capital through the sale of our equity securities.



       [Balance of this page intentionally left blank]


/30/


            Security Holders and Recent Financing

     On June 28, 2002 we filed a report on Form 8-K with the
Securities and Exchange Commission, whereby Medicius, Inc.
("Medicius"), a Nevada corporation, merged with and into
CareDecision Corporation ("CareDecision").  Pursuant to the
terms of the merger agreement, CareDecision obtained the
operations of Medicius.

     As of June 28, 2002, the Effective Date of the merger,
the capital stock of Medicius issued and outstanding
immediately prior to the Effective Date was converted into
CareDecision Common Stock as follows:

          (i) Each share of Medicius Series A Preferred
Stock was converted into 3.5 common stock shares of
CareDecision and .75 CareDecision common stock purchase
Warrants.

         (ii) Each share of Medicius common stock was
converted into 3.0 common stock shares of ATR and .5
CareDecision common stock purchase Warrants.

        (iii) After the Effective Date, all Medicius
common stock purchase warrants that remain unexercised as of
the Effective Date and any Medicius Convertible Notes that
remain unconverted or unpaid on the Effective Date remain
exercisable for or convertible into the number of common
stock shares of CareDecision based on the same conversion
ratio outlined in paragraph (ii) above.

     The following tables list the shares that were
distributed pursuant to the merger agreement.


                                            AMOUNT OWNED   AMOUNT INVESTORS
                             AMOUNT OF        AFTER 3:1         WANT
    INVESTOR4               INVESTMENT1     CONVERSION2      REGISTERED3
    ---------               -----------     -------------    -----------

Anfel Trading               $147,270.00       3,681,750       3,681,750
Asbell, Barbara             $ 47,100.00       1,177,500       1,177,500
Belcher, Michael            $  2,100.00          52,500          52,500
Berman, Keith               $255,333.00       6,383,325       6,383,325
Binder, Alan                $  1,200.00          30,000          30,000
CareDecision.net            $ 84,323.76       2,108,094       1,761,958
Cox, Robert                 $ 26,145.00         653,625         653,625
CRS, LLC                    $ 42,000.00       1,050,000       1,050,000
Drizin, Chaim               $ 42,000.00       1,050,000       1,050,000
Eiskowitz, Leon             $  3,000.00          75,000          75,000
Friedman, Allen Zev         $ 12,800.04         320,001         320,001
Garber, John                $ 78,840.00       1,971,000       1,971,000
Goldner, Ari                $ 17,184.00         429,600         429,600
Jagunich, Robert            $167,133.00       4,178,325         825,000
Kernochan, William          $ 30,000.00         750,000         750,000
Kriger, Marlene             $  3,200.04          80,001          80,001
Lyons, William              $100,800.00       2,520,000       2,520,000
Makowsky, Frady             $  3,657.60          91,440          91,440
Makowsky, Joseph            $  7,315.20         182,880         182,880
Mayer, Benjamin             $ 15,831.48         395,787         395,787
Mendlowitz, Moshe           $110,400.00       2,760,000       2,760,000
NY Auto Mall                $ 18,284.76         457,119         457,119
Patel, Sanjay               $ 26,400.00         660,000         660,000


/31/


Petras, Michael             $ 14,440.00         360,000         360,000
Poff, Tom                   $  2,100.00          52,500          52,500
P. R. Diamonds              $  6,000.00         150,000         150,000
Schiffman, Jennifer         $  3,600.00          90,000          90,000
Schneierson, Daniel         $ 15,831.48         395,787         395,787
Sharabi, Shabnam            $  1,200.00          30,000          30,000
Weinstein, David            $ 20,790.00         519,750         519,750
Weiss, Morris               $  1,599.96          39,999          39,999
Williger, Moshe             $  7,315.20         182,880         182,880
Wolf, Leslie                $  3,600.00          90,000          90,000
                            -----------     -------------    -----------
           TOTAL          $1,318,754.52      32,968,863      29,269,402

Footnotes:

(1) Consideration for Medicius shares at $0.04 per share.
(2) The conversion has been calculated by converting each
    share of Medicius common stock into 3.0 common stock shares
    of CareDecision Corporation.
(3) Amount investors want to register in this Registration
    statement.
(4) The principals for the following corporations are as
    follows: Anfel Trading - Jackie Bronner; CareDecision.net -
    Keith Berman; CRS, LLC - Glen E. Greenfelder, Jr.; NY Auto
    Mall - Isaac Orzechowitz; and P. R. Diamonds - Pincus Reisz.


                                            AMOUNT OWNED
                                          AFTER PREFERRED  AMOUNT INVESTORS
                             AMOUNT OF    STOCK AND OTHER       WANT
    INVESTOR4               INVESTMENT1     CONVERSIONS2     REGISTERED3
    ---------               -----------     -------------    -----------

Anfel Trading               $ 20,991.24         524,781         524,781
Asbell, Barbara             $ 34,222.28         855,557         855,557
Belcher, Michael            $    388.88           9,722           9,722
Binder, Alan                $    222.24           5,556           5,556
CareDecision.net            $ 70,478.32       1,761,958       1,761,958
DeWitt, Catherine           $ 29,040.00         726,000         726,000
Dobson, William F.          $ 33,555.00         838,875         838,875
Drizin, Chaim               $ 42,000.00       1,050,000       1,050,000
Ducat, Frank                $  9,300.00         232,500         232,500
Eiskowitz, Leon             $  1,522.80          38,070          38,070
Friedman, Allen Zev         $  6,090.00         152,250         152,250
Garber, John                $ 31,942.44         798,561         798,561
Kriger, Marlene             $  1,522.80          38,070          38,070
Lyons, William              $ 10,888.96         272,224         272,224
Makowsky, Frady             $  1,735.80          43,395          43,395
Makowsky, Joseph            $  3,480.60          87,015          87,015
Mayer, Benjamin             $ 24,000.00         600,000         600,000
Mund, Sharon                $  7,555.52         188,888         188,888
NY Auto Mall                $  8,699.40         217,485         217,485
Patel, Bharat K.            $  1,500.00          37,500          37,500
Patel, Kiritkumar           $  3,000.00          75,000          75,000
Patel, Mafatbhai            $  3,000.00          75,000          75,000
Patel, Navin A.             $  1,500.00          37,500          37,500
Patel, Sanjay               $ 18,981.44         474,536         474,536
Pazderik, Dennis            $  1,500.00          37,500          37,500


/32/


Petras, Michael             $ 17,066.68          66,667          66,667
Poff, Tom                   $    388.88           9,722           9,722
P. R. Diamonds              $  3,045.00          76,125          76,125
Schiffman, Jennifer         $  9,690.00         242,250         242,250
Schneierson, Daniel         $ 15,831.48         395,787         395,787
Schwartz, David             $ 32,400.00         810,000         810,000
Sharabi, Shabnam            $    222.24           5,556           5,556
Weiss, Morris               $  2,454.00          61,350          61,350
Williger, Moshe             $  3,480.60          87,015          87,015
Wolf, Leslie                $    666.68          16,667          16,667
                            -----------     -------------    -----------
         TOTAL              $452,362.96      10,949,082      10,949,082

Footnotes:

(1) Consideration for Medicius shares at $0.04 per share.
(2) The conversion has been calculated by converting each
    share of Medicius common stock into 3.0 common stock shares
    of CareDecision Corporation.
(3) Amount investors want to register in this Registration
    statement;
(4) The principals for the following corporations are as
    follows: Anfel Trading - Jackie Bronner; CareDecision.net -
    Keith Berman; CRS, LLC - Glen E. Greenfelder, Jr.; NY Auto
    Mall - Isaac Orzechowitz; and P. R. Diamonds - Pincus Reisz.

     The following table lists the shares that were issued
pursuant to consulting, service, employment agreements, and
retirement of/or underlying shares of notes, or exercise of
warrants.

      PARTY              DATE       CONSIDERATION      SHARES ISSUED

Paradigm Partners1      9/30/02     $101,582.96          2,539,574
Robert Jagunich         9/30/02     $ 32,500               650,000
Keith Berman            9/30/02     $ 42,266             1,267,963
CareDecision.net, Inc.  9/30/02     $ 16,500               875,000
M&E Equities, LLC2      4/20/03     $475,000             8,000,000

(1) The principal for the following corporation is as
    follows: Paradigm Partners - Joel Weintraub.
(2) The principal for the following limited liability
    company is as follows: M&E Equities - Moshe Mendlowitz.

     The following table lists the shares have been
authorized pursuant to consulting, service, employment
agreements, and retirement of notes or exercise of warrants;
but not yet issued.

      PARTY              DATE       CONSIDERATION      SHARES ISSUED

Robert Koch            10/21/02        $ 80,000           500,000
Barbara Asbell         10/21/02        $ 60,000         1,500,000
Robert Jagunich        12/13/02        $165,084         4,127,093
Barbara Asbell         12/13/02        $ 40,000         1,000,000
Wizard Enterprises     12/13/02        $100,000         2,500,000
Wizard Enterprises     12/20/02        $ 75,554         1,888,855
CareDecision.net, Inc. 02/23/03        $181,250         2,500,000
Thomas Chillemi        03/28/03        $ 50,000         1,538,500


     We  issued  12,625,000 shares of our $0.001  par  value
common stock to our founders for cash of $64,525.


/33/


     We  issued  3,500,000 shares of our  $0.001  par  value
common stock at $0.10 per share to Sarcor Management, SA,  a
British  Virgin  Island  corporation,  as  a  $350,000  down
payment on a technology licensing agreement.

     We issued 350,000 shares of our $0.001 par value common
stock   to  Corporate  Regulatory  Services  for  consulting
services valued at $26,250.

     We issued 150,000 shares of our $0.001 par value common
stock  to  Mary Lou Cox, mother of Robert Cox, the Company's
president, for consulting services valued at $15,000.

     We issued 500,000 shares of our $0.001 par value common
stock  to  James  De  Luca, an independent  consultant,  for
consulting services valued at $50,000.

     We  issued  1,340,000 shares of our  $0.001  par  value
common  stock at $0.10 per share for cash of $134,000.   The
shares were sold pursuant to a Regulation D, Rule 505 of the
Securities and Exchange Commission offering.

     We issued 115,000 shares of our $0.001 par value common
stock to extinguish promissory notes totaling $11,500.

     We issued 600,000 shares of our $0.001 par value common
stock  to  Quarg,  Inc. for consulting  services  valued  at
$60,000.

     On July 9, 2002, we issued a total of 32,968,863 shares
of its $0.001 par value common stock pursuant to its reverse
merger with Medicius, Inc. whereby each shareholder received
three Company shares for every one Medicius, Inc. share
held.

     During the nine-months ended September 30, 2002, we
issued 1,725,000 shares of our $0.001 par value common stock
to CareDecision.net, Inc. pursuant to its election to
convert 700,000 shares of the Company's $0.001 par value
preferred stock into common stock.

     During the nine-months ended September 30, 2002, we
issued 6,927,737 shares of our $0.001 par value common stock
to various persons and entities and to note-holders pursuant
to their election to convert $64,288 in convertible debt
inclusive of accrued interest.

     During the nine-months ended September 30, 2002, we
issued 6,340,000 shares of our $0.001 par value common stock
to various individuals and entities for consulting services
valued at $276,056, the fair market value of the underlying
shares on the date of issuance.

     Should M&E Equities, LLC convert its Medicius Note into
reserved merger shares, those shares shall total a maximum
of eight million 8,000,000 shares, or a portion thereof, and
shall be valued a the time(s) of conversion.

The total number of shares to be registered through this SB-
2 filing is 69,105,469.

      [Balance of this page intentionally left blank.]


/34/


  Part F/S: CareDecision Corporation, Financial Statements



                  CareDecision Corporation
              [formerly ATR Search Corporation]
                (a Development Stage Company)



TABLE OF CONTENTS


                                                                PAGE

INDEPENDENT AUDITOR'S REPORT                                     F-1

CONSOLIDATED BALANCE SHEET                                       F-2

CONSOLIDATED STATEMENTS OF OPERATIONS                            F-3

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY        F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS                            F-5

NOTES TO FINANCIAL STATEMENTS                                 F-6 to F-11


/35/


Beckstead and Watts, LLP
Certified Public Accountants
                                          3340 Wynn Road, Suite B
                                              Las Vegas, NV 89102
                                                     702.257.1984
                                                702.362.0540(fax)

                  INDEPENDENT AUDITORS' REPORT


Board of Directors
CareDecision Corporation (formerly ATR Search Corporation)

We have audited the Balance  Sheets of CareDecision   Corporation
(formerly  ATR Search Corporation) (the "Company") (A Development
Stage Company), as of December 31, 2002 and 2001, and the related
Statements  of Operations, Stockholders' Equity, and  Cash  Flows
for  the period June 21, 2001 (Date of Inception) to December 31,
2002.   These financial statements are the responsibility of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these financial statements based on our audit.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards  in  the United  States  of  America.   Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial  statement presentation.  An audit  also  includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement  presentation.  We believe  that  our  audit
provides a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of CareDecision Corporation (formerly ATR  Search Corporation) (A
Development Stage Company), as of December 31, 2002 and 2001, and
the  results of its operations and cash flows for the years  then
ended  and  for  the period June 21, 2001 (Date of Inception)  to
December   31,  2002,  in  conformity  with  generally   accepted
accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  2  to the financial statements, the Company has had limited
operations  and have not commenced planned principal  operations.
This raises substantial doubt about its ability to continue as  a
going concern.  Management's plan in regard to these matters  are
also  described  in  Note  2.  The financial  statements  do  not
include  any  adjustments that might result from the  outcome  of
this uncertainty.


/s/  Beckstead and Watts, LLP

April 4, 2003
                               F-1


/36/


                           CareDecision Corporation
                       [formerly ATR Search Corporation]
                         (a Development Stage Company)
                          Consolidated Balance Sheet


                                                             December 31,
  Assets                                                         2002
                                                             ------------
  Current assets:
     Cash and equivalents                                    $    111,101
     Loan to shareholder                                            9,576
     Notes receivable                                               5,376
                                                             ------------
       Total current assets                                       126,053
                                                             ------------
  Fixed assets, net                                               219,508

  Intellectual property, net                                    1,199,865

                                                             ------------
                                                             $  1,545,426
                                                             ============

  Liabilities and Stockholders' Equity

  Current liabilities:
     Notes payable                                           $    496,105
                                                             ------------
       Total current liabilities                                  496,105
                                                             ------------
  Stockholders' Equity

  Common stock, $0.001 par value, 200,000,000 shares
   authorized, 75,364,137 shares issued and outstanding            75,364
  Additional paid-in capital                                    3,045,839
  Treasury stock                                                  (96,750)
  (Deficit) accumulated during development stage               (1,975,132)
                                                             ------------
                                                                1,049,321
                                                             ------------

                                                             $  1,545,426
                                                             ============



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

                                      F-2


/37/


                           CareDecision Corporation
                       [formerly ATR Search Corporation]
                         (a Development Stage Company)
                     Consolidated Statements of Operations


                                    For the year ended       June 21, 2001
                                        December 31,        (inception) to
                                  ----------------------      December 31,
                                     2002        2001             2002
                                  ----------  ----------     -------------

Revenue                           $    2,000  $        -     $       2,000
                                  ----------  ----------     -------------

Expenses:
 General & administrative expenses    77,712       4,974            82,686
 Payroll expense                     186,819           -           186,819
 Professional fees                   171,852           -           171,852
 Consulting expense                1,319,482           -         1,319,482
 Software development                129,000           -           129,000
 Depreciation                         40,778           -            40,778
                                  ----------  ----------     -------------
   Total expenses                  1,925,643       4,974         1,930,617
                                  ----------  ----------     -------------
Net operating (loss)              (1,923,643)     (4,974)       (1,928,617)

Other income (expense):
 (Loss) on debt settlement           (25,925)          -           (25,925)
 Interest income                       2,230           -             2,230
 Interest (expenses)                 (22,820)          -           (22,820)
                                  ----------  ----------     -------------
Net (loss)                       $(1,970,158) $   (4,974)    $  (1,975,132)
                                  ==========  ==========     =============

Weighted average number of common
 shares outstanding - basic and   43,176,595  19,180,000
 fully diluted                    ==========  ==========

Net (loss) per share -            $    (0.05) $    (0.00)
 basic and fully diluted          ==========  ==========



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

                                      F-3


/38/


                           CareDecision Corporation
                       [formerly ATR Search Corporation]
                         (a Development Stage Company)
           Consolidated Statement of Changes in Stockholders' Equity


                                                       (Deficit)
                                                      Accumulated
                     Common Stock   Additional           During       Total
                                     Paid-in Treasury Development Stockholders'
                    Shares   Amount  Capital   Stock     Stage       Equity
                   -------- -------- --------- ------ -----------  ----------

Balance,         19,180,000 $ 19,180 $ 692,095 $    - $    (4,974)   $706,301
December 31,
2001

Shares issued     1,825,000    1,825   271,925                        273,750
for consulting
services

Shares issued       500,000      500    42,000                         42,500
for consulting
services

Rescinded shares (1,935,000)  (1,935)         (96,750)                (98,685)

Shares issued    32,968,863   32,969   733,162                        766,131
pursuant to
merger agmt

Shares issued     3,000,000    3,000   147,000                        150,000
for consulting
services

Shares issued     1,725,000    1,725    84,525                         86,250
for conv
preferred shares

Shares issued     2,000,000    2,000   138,000                        140,000
for consulting
services

Shares issued       950,000      950    41,800                         42,750
for consulting
services

Shares issued     6,327,737    6,328   310,059                        316,387
for consulting
services

Shares issued     2,539,574    2,540   197,460                        200,000
for cash

Shares issued     3,515,000    3,515   253,080                        256,595
for consulting
services

Shares issued     1,267,963    1,268    38,732                         40,000
for cash

Shares issued     1,500,000    1,500    96,000                         97,500
for consulting
services

Net (loss),                                            (1,970,158) (1,970,158)
year ended         -------- -------- --------- ------ -----------  ----------
December 31,
2002

                75,364,137 $75,364 $3,045,839 $(96,750) $(1,975,132) $1,049,321
                ========== ======= ========== ========  ===========  ==========


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

                                      F-4


/39/


                           CareDecision Corporation
                       [formerly ATR Search Corporation]
                         (a Development Stage Company)
                     Consolidated Statements of Cash Flows


                                    For the year ended       June 21, 2001
                                        December 31,        (inception) to
                                 ------------------------     December 31,
                                     2002        2001             2002
                                 -----------  -----------    -------------

Cash flows from operating
 activities
Net (loss)                       $(1,970,158) $    (4,974)   $  (1,975,132)
Shares issued for consulting       1,319,482            -        1,319,482
 services
Loss on debt settlement               25,925            -           25,925
Depreciation                          40,778            -           40,778
Adjustments to reconcile net
 (loss) to net cash (used) by
 operating activities:
  (Increase) in loan to               (9,576)           -           (9,576)
    shareholder
  (Increase) in notes receivable      (5,376)           -           (5,376)
  Increase (decrease) in accounts     (4,974)       4,974                -
   payable                       -----------  -----------    -------------
Net cash (used) by operating        (603,899)           -         (603,899)
 activities                      -----------  -----------    -------------

Cash flows from investing                  -            -                -
 activities                      -----------  -----------    -------------

Cash flows from financing
 activities
  Increase in notes payable          475,000            -          475,000
  Issuance of common stock           240,000            -          240,000
                                 -----------  -----------    -------------
Net cash provided by financing       715,000            -          715,000
 activities                      -----------  -----------    -------------

Net increase in cash                 111,101            -          111,101
Cash - beginning                           -            -                -
                                 -----------  -----------    -------------
Cash - ending                    $   111,101  $         -    $     111,101
                                 ===========  ===========    =============
Supplemental disclosures:
  Interest paid                  $         -  $         -    $           -
                                 ===========  ===========    =============
  Income taxes paid              $         -  $         -    $           -
                                 ===========  ===========    =============
Non-cash transactions:
  Number of shares issued for     19,617,737            -       19,617,737
   consulting services           ===========  ===========    =============



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

                                      F-5


/40/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes

Note 1 - Significant accounting policies and procedures

Organization
 The  Company  was  organized March 2, 2001 (Date  of  Inception)
 under   the  laws  of  the  State  of  Nevada,  as  ATR   Search
 Corporation.   On  June 21, 2002, the Company  merged  Medicius,
 Inc.  and  filed amended articles of incorporation changing  its
 name to CareDecision Corporation.

 The  Company  has  a  limited  history  of  operations,  and  in
 accordance with SFAS #7, the Company is considered a development
 stage company.

Cash and cash equivalents
 The  Company  maintains a cash balance in a non-interest-bearing
 account   that  currently  does  not  exceed  federally  insured
 limits.   For the purpose of the statements of cash  flows,  all
 highly  liquid  investments with an original maturity  of  three
 months  or  less  are considered to be cash equivalents.   There
 are no cash equivalents as of December 31, 2002.

Investments
 Investments  in  companies  over  which  the  Company  exercises
 significant  influence are accounted for by  the  equity  method
 whereby the Company includes its proportionate share of earnings
 and  losses  of  such  companies in earnings.   Other  long-term
 investments are recorded at cost and are written down  to  their
 estimated  recoverable amount if there is evidence of a  decline
 in value which is other than temporary.

Property, plant and equipment
 Property, plant and equipment are stated at the lower of cost or
 estimated  net recoverable amount.  The cost of property,  plant
 and  equipment  is  depreciated using the  straight-line  method
 based  on the lesser of the estimated useful lives of the assets
 or the lease term based on the following life expectancy:

                    Computer equipment              5 years
                    Vehicles                        5 years
                    Office furniture and fixtures   7 years

 Repairs  and maintenance expenditures are charged to  operations
 as  incurred.  Major improvements and replacements, which extend
 the  useful  life  of an asset, are capitalized and  depreciated
 over  the  remaining estimated useful life of the  asset.   When
 assets  are  retired or sold, the costs and related  accumulated
 depreciation  and amortization are eliminated and any  resulting
 gain or loss is reflected in operations.

Revenue recognition
 Revenue  from proprietary software sales that does  not  require
 further commitment from the company is recognized upon shipment.
 Consulting revenue is recognized when the services are rendered.
 License  revenue  is recognized ratably over  the  term  of  the
 license.   The  cost of services, consisting of  staff  payroll,
 outside  services,  equipment rental,  communication  costs  and
 supplies, is expensed as incurred.

Advertising costs
 The  Company  expenses  all  costs of advertising  as  incurred.
 There  were  no  advertising  costs  included  in  general   and
 administrative expenses as of December 31, 2002.

Use of estimates
 The  preparation  of  financial statements  in  conformity  with
 generally accepted accounting principles requires management  to
 make  estimates and assumptions that affect the reported amounts
 of  assets  and liabilities and disclosure of contingent  assets
 and  liabilities at the date of the financial statements and the
 reported  amounts of revenue and expenses during  the  reporting
 period.  Actual results could differ from those estimates.

                               F-6


/41/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes

Fair value of financial instruments
 Fair  value  estimates discussed herein are based  upon  certain
 market  assumptions  and  pertinent  information  available   to
 management  as  of  December 31, 2002.  The respective  carrying
 value   of   certain   on-balance-sheet  financial   instruments
 approximated  their  fair values.  These  financial  instruments
 include cash and accounts payable.  Fair values were assumed  to
 approximate  carrying values for cash and payables because  they
 are  short term in nature and their carrying amounts approximate
 fair values or they are payable on demand.

Impairment of long-lived assets
 The  Company  reviews  its  long-lived  assets  and  intangibles
 periodically to determine potential impairment by comparing  the
 carrying  value  of  the long-lived assets  with  the  estimated
 future cash flows expected to result from the use of the assets,
 including  cash flows from disposition. Should the  sum  of  the
 expected future cash flows be less than the carrying value,  the
 Company  would recognize an impairment loss. An impairment  loss
 would  be measured by comparing the amount by which the carrying
 value  exceeds  the  fair  value of the  long-lived  assets  and
 intangibles. There were no impairment losses recognized in 2002.

Reporting on the costs of start-up activities
 Statement  of Position 98-5 (SOP 98-5), "Reporting on the  Costs
 of   Start-Up  Activities,"  which  provides  guidance  on   the
 financial reporting of start-up costs and organizational  costs,
 requires  most  costs of start-up activities and  organizational
 costs  to  be  expensed as incurred.  SOP 98-5 is effective  for
 fiscal  years  beginning  after December  15,  1998.   With  the
 adoption of SOP 98-5, there has been little or no effect on  the
 Company's financial statements.

Loss per share
 Net  loss per share is provided in accordance with Statement  of
 Financial  Accounting  Standards No. 128 (SFAS  #128)  "Earnings
 Per  Share".   Basic  loss  per share is  computed  by  dividing
 losses  available to common stockholders by the weighted average
 number  of common shares outstanding during the period.   As  of
 December  31,  2002,  the Company had no dilutive  common  stock
 equivalents, such as stock options or warrants.

Dividends
 The Company has not yet adopted any policy regarding payment  of
 dividends.   No  dividends  have been  paid  or  declared  since
 inception.

Comprehensive Income
 SFAS  No.  130,  "Reporting Comprehensive  Income",  establishes
 standards for the reporting and display of comprehensive  income
 and its components in the financial statements.  The Company had
 no  items  of other comprehensive income and therefore  has  not
 presented a statement of comprehensive income.

Segment reporting
 The  Company follows Statement of Financial Accounting Standards
 No.  130,  "Disclosures  About Segments  of  an  Enterprise  and
 Related  Information."  The Company operates as a single segment
 and will evaluate additional segment disclosure requirements  as
 it expands its operations.

Income taxes
 The  Company follows Statement of Financial Accounting  Standard
 No.  109,  "Accounting for Income Taxes" ("SFAS  No.  109")  for
 recording  the provision for income taxes.  Deferred tax  assets
 and  liabilities are computed based upon the difference  between
 the  financial  statement and income tax  basis  of  assets  and
 liabilities using the enacted marginal tax rate applicable  when
 the  related  asset or liability is expected to be  realized  or
 settled.  Deferred income tax expenses or benefits are based  on
 the  changes  in  the  asset  or  liability  each  period.    If
 available  evidence  suggests that it is more  likely  than  not
 that some portion or all of the deferred tax assets will not  be
 realized,  a  valuation  allowance is  required  to  reduce  the
 deferred  tax assets to the amount that is more likely than  not
 to be realized.

                               F-7


/42/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes

 Future  changes in such valuation allowance are included in  the
 provision for deferred income taxes in the period of change.

 Deferred  income  taxes  may  arise from  temporary  differences
 resulting  from income and expense items reported for  financial
 accounting  and  tax  purposes in different  periods.   Deferred
 taxes  are  classified as current or non-current,  depending  on
 the  classification  of  assets and liabilities  to  which  they
 relate.  Deferred taxes arising from temporary differences  that
 are  not  related  to an asset or liability  are  classified  as
 current  or  non-current depending on the periods in  which  the
 temporary differences are expected to reverse.

Recent pronouncements
 In  July  2002,  the FASB issued SFAS No. 146,  "Accounting  for
 Costs  Associated  with  Exit  or  Disposal  Activities",  which
 addresses   financial   accounting  and  reporting   for   costs
 associated with exit or disposal activities and supersedes  EITF
 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 No. 94-3, a liability for an exit cost  was
 recognized  at  the date of an entity's commitment  to  an  exit
 plan.  SFAS  No. 146 also establishes that the liability  should
 initially   be  measured  and  recorded  at  fair   value.   The
 provisions of SFAS No. 146 will be adopted for exit or  disposal
 activities that are initiated after December 31, 2002.

 In  December 2002, the FASB issued SFAS No. 148, "Accounting for
 Stock-Based Compensation-Transition and Disclosure-an  amendment
 of   SFAS  No.  123."  This  Statement  amends  SFAS  No.   123,
 "Accounting   for   Stock-Based   Compensation",   to    provide
 alternative methods of transition for a voluntary change to  the
 fair  value based method of accounting for stock-based  employee
 compensation. In addition, this statement amends the  disclosure
 requirements  of  SFAS No. 123 to require prominent  disclosures
 in  both  annual  and  interim financial  statements  about  the
 method  of accounting for stock-based employee compensation  and
 the  effect of the method used on reported results. The adoption
 of  SFAS  No. 148 is not expected to have a material  impact  on
 the company's financial position or results of operations.

 In  November  2002, the FASB issued FASB Interpretation  ("FIN")
 No.  45, "Guarantors Accounting and Disclosure Requirements  for
 Guarantees,  Including Indirect Guarantees and  Indebtedness  of
 Others",  an  interpretation of FIN  No.  5,  57  and  107,  and
 rescission of FIN No. 34, "Disclosure of Indirect Guarantees  of
 Indebtedness  of  Others". FIN 45 elaborates on the  disclosures
 to  be made by the guarantor in its interim and annual financial
 statements  about its obligations under certain guarantees  that
 it  has issued. It also requires that a guarantor recognize,  at
 the inception of a guarantee, a liability for the fair value  of
 the  obligation undertaken in issuing the guarantee. The initial
 recognition  and  measurement provisions of this  interpretation
 are  applicable on a prospective basis to guarantees  issued  or
 modified after December 31, 2002; while, the provisions  of  the
 disclosure  requirements are effective for financial  statements
 of  interim  or annual periods ending after December  15,  2002.
 The  company  believes that the adoption of such  interpretation
 will  not  have a material impact on its financial  position  or
 results of operations and will adopt such interpretation  during
 fiscal year 2003, as required.

 In  January 2003, the FASB issued FIN No. 46, "Consolidation  of
 Variable  Interest  Entities", an interpretation  of  Accounting
 Research  Bulletin  No.  51. FIN No. 46 requires  that  variable
 interest  entities be consolidated by a company if that  company
 is  subject to a majority of the risk of loss from the  variable
 interest  entity's  activities  or  is  entitled  to  receive  a
 majority  of the entity's residual returns or both. FIN  No.  46
 also  requires disclosures about variable interest entities that
 companies  are  not  required  to consolidate  but  in  which  a
 company  has  a significant variable interest. The consolidation
 requirements  of FIN No. 46 will apply immediately  to  variable
 interest   entities  created  after  January   31,   2003.   The
 consolidation  requirements will apply to  entities  established
 prior  to  January 31, 2003 in the first fiscal year or  interim
 period   beginning   after  June  15,   2003.   The   disclosure
 requirements  will  apply  in  all financial  statements  issued
 after  January  31, 2003. The company will begin  to  adopt  the
 provisions  of  FIN  No. 46 during the first quarter  of  fiscal
 2003.

                               F-8


/43/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes
Stock-Based Compensation
 The  Company  accounts for stock-based awards  to  employees  in
 accordance  with  Accounting Principles Board  Opinion  No.  25,
 "Accounting   for  Stock  Issued  to  Employees"   and   related
 interpretations and has adopted the disclosure-only  alternative
 of  SFAS  No.  123,  "Accounting for Stock-Based  Compensation."
 Options granted to consultants, independent representatives  and
 other  non-employees  are accounted for  using  the  fair  value
 method as prescribed by SFAS No. 123.

Year end
 The Company has adopted December 31 as its fiscal year end.

Note 2 - Going concern

The accompanying financial statements have been prepared assuming
that  the  Company  will  continue  as  a  going  concern,  which
contemplates the recoverability of assets and the satisfaction of
liabilities in the normal course of business. As noted above, the
Company is in the development stage and, accordingly, has not yet
generated  a  proven history of operations. Since its  inception,
the   Company   has  been  engaged  substantially  in   financing
activities and developing its product line, incurring substantial
costs and expenses. As a result, the Company incurred accumulated
net  losses from June 21, 2001 (inception) through the year ended
December  31,  2002 of $(2,009,532). In addition,  the  Company's
development  activities  since inception  have  been  financially
sustained by capital contributions.

The  ability  of  the Company to continue as a going  concern  is
dependent upon its ability to raise additional capital  from  the
sale  of  common  stock  and,  ultimately,  the  achievement   of
significant   operating   results.  The  accompanying   financial
statements do not include any adjustments that might be  required
should  the Company be unable to recover the value of its  assets
or satisfy its liabilities.

Note 3 - Fixed assets
 Fixed assets consists of the following:

                                       December 31, 2002
                                       -----------------
     Computer and office equipment     $         260,286

     Less accumulated depreciation               (40,778)
                                       -----------------
     Total                             $         219,508
                                       =================

Depreciation expense totaled $40,778 for the year ended December
31, 2002.

Note 4 - Notes receivable

On  January  15,  2002, Medicius loaned an  officer  a  total  of
$15,000  which is due in one year at an interest rate of  8%  per
annum.   At the close of the merger this note was assumed by  the
Company.

Interest income totaled $2,230 during the year ended December 31,
2002.

Note 5 - Intellectual property

During  the  year  ended December 31, 2002, the Company  acquired
Intellectual  Property  from  CareDecision.net,  Inc,  a  private
stockholder owned corporation that completed several transactions
the  Company.   As  a  result  of the  merger  and  the  acquired
intellectual   property,  two  of  the   beneficial   owners   of
CareDecision.net  are  now  beneficial  owners  of  the  Company.
Pursuant to the agreement, the Company

                               F-9


/44/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes

paid  CareDecision.net,  Inc. the sum of  $187,500  with  700,000
shares  of the Company's $0.001 par value preferred stock. During
the   year  ended  December  31,  2002,  CareDecision.net,   Inc.
converted  its  preferred  stock into  1,725,000  shares  of  the
Company's $0.001 par value common stock.

Note 6 - Notes payable

On  January  15,  2002, the Company received $40,000  from  Keith
Berman,  a  beneficial owner of the Company,  which  was  due  on
December  31,  2003 and accrues interest at 8%  per  annum.   The
principal  and accrued interest were convertible  at  a  rate  of
$0.10 per share.  During September 2002, Mr. Berman converted his
$40,000 loan plus interest into 1,267,963 shares of the Company's
$0.001 par value common stock.

On  April 23, 2002, the Company was loaned $475,000 from M and  E
Equities,  LLC.  The loan is due in full on April 23,  2004,  and
bears  interest  at  a rate of 9% per annum.  The  principal  and
interest  of  the note are convertible into five  shares  of  the
Company's $0.001 par value common stock for each $1 of debt.  The
note  is  secured  by  all the assets of  the  Company  including
accounts  receivable,  inventory, fixed  assets,  and  intangible
assets.

During  the year ended December 31, 2002, the Company recorded  a
total  of  $62,573  from various entities and  individuals.   The
notes  are due on demand and accrue interest of $1,715 at a  rate
of 8%.  During the year ended December 31, 2002, the note-holders
converted their debt and accrued interest into 664,644 shares  of
the Company's $0.001 par value common stock.

The  Company recorded interest expense of $22,820 during the year
ended December 31, 2002.

Note 7 - Income taxes

The  Company  accounts  for  income  taxes  under  Statement   of
Financial  Accounting Standards No. 109, "Accounting  for  Income
Taxes"  ("SFAS  No. 109"), which requires use  of  the  liability
method.    SFAS  No.  109 provides that deferred tax  assets  and
liabilities are recorded based on the differences between the tax
bases  of  assets and liabilities and their carrying amounts  for
financial   reporting   purposes,  referred   to   as   temporary
differences.  Deferred tax assets and liabilities at the  end  of
each  period are determined using the currently enacted tax rates
applied  to  taxable income in the periods in which the  deferred
tax  assets  and  liabilities  are  expected  to  be  settled  or
realized.

The  provision for income taxes differs from the amount  computed
by  applying  the  statutory federal income tax  rate  to  income
before  provision for income taxes.  The sources and tax  effects
of the differences are as follows:

               U.S federal statutory rate          (34.0%)

               Valuation reserve                    34.0%
                                                    -----
               Total                                   -%
                                                    =====

As  of  December  31, 2002, the Company has a net operating  loss
carry  forward of approximately $2,010,000.  The related deferred
asset has been fully reserved.

Note 8 - Stockholder's equity

The Company issued a total of 32,968,863 shares of its $0.001 par
value  common stock pursuant to its reverse merger with Medicius,
Inc.  whereby each shareholder received three Company shares  for
every one Medicius, Inc. share held.

                              F-10


/45/


                    CareDecision Corporation
                [formerly ATR Search Corporation]
                  (a Development Stage Company)
                              Notes

The  Company  issued  1,725,000 shares of its  $0.001  par  value
common  stock to CareDecision.net, Inc. pursuant to its  election
to  convert  700,000  shares of the Company's  $0.001  par  value
preferred stock into common stock.

The  Company  issued  2,539,574 shares of its  $0.001  par  value
common stock for cash totaling $200,000.
The  Company  issued  1,267,963 shares of its  $0.001  par  value
common  stock  to  an officer of the Company  for  cash  totaling
$40,000.

The  Company  issued 19,617,737 shares of its  $0.001  par  value
common  stock to various individuals and entities for  consulting
services  valued  at  $1,405,732, the fair market  value  of  the
underlying shares on the dates of issuance.

The  Company rescinded 1,935,000 shares of its $0.001  par  value
common stock into treasury stock at a value of $98,685, the  fair
market value of the shares on the date of rescission.

There have been no other issuances of common stock.

Note 9 - Related party transactions

The  Company  received equipment in the amount  of  $27,857  from
Keith Berman, a beneficial owner of the Company.

The Company acquired Intellectual Property from CareDecision.net,
Inc,  a  private  stockholder  owned corporation  that  completed
several transactions the Company.  As a result of the merger  and
the  acquired intellectual property, two of the beneficial owners
of  CareDecision.net are now beneficial owners  of  the  Company.
Pursuant  to  the  agreement, the Company paid  CareDecision.net,
Inc.  the  sum  of $187,500 with 700,000 shares of the  Company's
$0.001  par value preferred stock.  CareDecision.net,  Inc.  then
elected to convert its preferred shares into 1,725,000 shares  of
the Company's $0.001 par value common stock.

The  Company  received  $40,000 from Keith Berman,  a  beneficial
owner  of  the  Company, due on December 31,  2003  and  accruing
interest  at  8% per annum.  During the year ended  December  31,
2002,  Mr. Berman elected to convert the note plus interest  into
1,267,963 shares of the Company's $0.001 par value common stock.

Note 10 - Warrants

The  Company  issued 5,540,795 Class A non-callable  warrants  to
Medicius, Inc. shareholders pursuant to the merger agreement (see
Note  11  below).  Each Class A warrant unit is exercisable  into
one share of the Company's $0.001 par value common stock at $0.04
per  share plus 0.5 Class C warrants.  The Class A warrant  units
expire on June 30, 2005.

Note  11  -  Reverse acquisitions agreement with  Medicius,  Inc.
(MED)

On  June 21, 2001, the Company entered into an agreement with MED
whereby  the  Company acquired all of the issued and  outstanding
common  stock of MED in exchange for 38,043,863 voting shares  of
the Company's $0.001 par value common stock.  The acquisition was
accounted  for  using  the  purchase  method  of  accounting   as
applicable   to   reverse   acquisitions   because   the   former
stockholders  of  the MED controlled the Company's  common  stock
immediately  upon conclusion of the transaction.   Under  reverse
acquisition accounting, the post-acquisition entity was accounted
for as a recapitalization of MED.

The  continuing company has retained December 31  as  its  fiscal
year end.

                              F-11


/46/




                  CareDecision Corporation
              [formerly ATR Search Corporation]
                (a Development Stage Company)


                      Table of Contents

                                                               Page
         Independent Accountant's Review Report                  F-1

         Consolidated Balance Sheet September 30, 2002           F-2
         (unaudited)

         Consolidated Statements of Operations For the Three     F-3
         Months Ended September 30, 2002 and 2001 (unaudited)
         and For the Nine Months Ended September 30, 2002 and
         2001 (unaudited) and For the Period July 6, 2000

         (Inception) to September 30, 2002 (unaudited)
         Consolidated Statements of Cash Flows For the Nine      F-4
         Months Ended September 30, 2002 and 2001 (unaudited)
         and For the Period July 6, 2000 (Inception) to
         September 30, 2002 (unaudited)

         Notes to Financial Statements                           F-5


/47/


                  CareDecision Corporation
              [formerly ATR Search Corporation]
                (a Development Stage Company)

                 Consolidated Balance Sheet
                            as of
               September 30, 2002 (unaudited)

                             and

            Consolidated Statements of Operations
             for the Three and Nine Months Ended
          September 30, 2002 and 2001 (unaudited),
                     and For the Period
 July 6, 2000 (Inception) to September 30, 2002 (unaudited)

                             and

            Consolidated Statements of Cash Flows
                  for the Nine Months Ended
          September 30, 2002 and 2001 (unaudited),
                     and For the Period
 July 6, 2000 (Inception) to September 30, 2002 (unaudited)


/48/


Beckstead and Watts, LLP
Certified Public Accountants
                                     3340 Wynn Road, Suite C
                                         Las Vegas, NV 89102
                                                702.257.1984
                                            702.362.0540 fax

           INDEPENDENT ACCOUNTANT'S REVIEW REPORT

Board of Directors
CareDecision Corporation
(formerly ATR Search Corporation)
(a Development Stage Company)
New York, NY

We   have   reviewed  the  accompanying  balance  sheet   of
CareDecision  Corporation (former1y ATR Search  Corporation)
(a  Nevada corporation) (a development stage company) as  of
September  30, 2002 and the related statements of operations
for  the  three-months and nine-months ended  September  30,
2002 and 2001 and for the period July 6, 2000 (Inception) to
September  30,  2002, and statements of cash flows  for  the
nine-months  ended September 30, 2002 and 2001 and  for  the
period July 6, 2000 (Inception) to September 30, 2002. These
financial statements are the responsibility of the Company's
management.

We  conducted  our  reviews  in  accordance  with  standards
established  by  the American Institute of Certified  Public
Accountants.  A  review  of  interim  financial  information
consists  principally of applying analytical  procedures  to
financial  data, and making inquiries of persons responsible
for  financial  and accounting matters. It is  substantially
less  in  scope  than an audit conducted in accordance  with
generally  accepted  auditing  standards,  which   will   be
performed for the full year with the objective of expressing
an  opinion  regarding the financial statements taken  as  a
whole. Accordingly, we do not express such an opinion.

Based  on  our  reviews, we are not aware  of  any  material
modifications  that  should  be  made  to  the  accompanying
financial  statements referred to above for them  to  be  in
conformity with generally accepted accounting principles  in
the United States of America.

The  accompanying  financial statements have  been  prepared
assuming  the Company will continue as a going  concern.  As
discussed in Note 2 to the financial statements, the Company
has  had  limited  operations and has not commenced  planned
principal  operations. This raises substantial  doubt  about
its  ability  to  continue as a going concern.  Management's
plans in regard to these matters are also described in  Note
2.  The  financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

G. Brad Beckstead, CPA has previously audited, in accordance
with  generally  accepted auditing  standards,  the  balance
sheet  of  CareDecision  Corporation  (former1y  ATR  Search
Corporation)  (a development stage company) as  of  December
31,   2001,   and  the  related  statements  of  operations,
stockholders' equity, and cash flows for the year then ended
(not  presented  herein) and in his report dated  Apri1  15,
2002, he expressed an unqualified opinion on those financial
statements.

/s/ Beckstead and Watts, LLP

November 8, 2002

                                    F-1


/49/


                         CareDecision Corporation
                     [formerly ATR Search Corporation]
                       (a Development Stage Company)
                        Consolidated Balance Sheet
                                (unaudited)



                                                           September 30,
Assets                                                          2002
Current assets:                                            -------------
   Cash and equivalents                                    $     349,807
   Notes receivable                                               15,850
                                                           -------------
     Total current assets                                        365,657
                                                           -------------

Fixed assets, net                                                256,393

Intellectual property, net                                     1,113,615
                                                           -------------

                                                           $   1,735,665
                                                           =============

Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable                                        $      10,000
   Notes payable                                                 485,418
                                                           -------------
     Total current liabilities                                   495,418
                                                           -------------

Stockholders' equity:
   Common stock, $0.001 par value; 100,000,000 shares             69,681
    authorized, 73,864,137 shares issued and outstanding
   Additional paid-in capital                                  2,696,498
   (Deficit) accumulated during development stage             (1,525,932)
                                                           -------------
                                                               1,240,247
                                                           -------------
                                                           $   1,735,665
                                                           =============


                                      F-2

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


/50/


                         CareDecision Corporation
                     [formerly ATR Search Corporation]
                       (a Development Stage Company)
                   Consolidated Statements of Operations
                                (unaudited)


                          For three months     For nine months   July 6, 2000
                           ended Sept 30,      ended Sept 30,   (inception) to
                           --------------     ----------------      Sept 30,
                            2002      2001      2002     2001         2002
                           ------    ------   -------   -------  -------------

Revenue                    $  500    $    -   $ 1,555   $     -  $       1,555
                           ------    ------   -------   -------  -------------

Expenses:
 General&administrative   159,028         -   751,323     4,974        766,514
  expenses
 Consulting expense       276,056         -   276,056         -        601,056
 Depreciation               1,363         -     2,756         -         71,756
                           ------    ------   -------   -------  -------------
   Total expenses         436,447         - 1,030,135     4,974      1,439,326
                           ------    ------   -------   -------  -------------

Other income (expense):
 (Loss) on debt settlement(68,363)        -   (68,363)        -        (68,363)
 Interest income            1,885         -     2,852         -          2,852
 Interest (expenses)      (14,399)        -   (22,650)        -        (22,650)
                           ------    ------   -------   -------  -------------

Net (loss)              $(516,824)   $    -$(1,116,741) $(4,974) $  (1,525,932)
                           ======    ======   =======   =======  =============

Weighted average number
 of common shares
 outstanding - basic
 and fully diluted     21,027,802 16,100,000 33,279,930 16,100,000
                       ========== ========== ========== ==========

Net (loss) per share -
basic & fully diluted   $   (0.02)   $    -   $ (0.03)  $ (0.00)
                        =========    ======   =======   =======


                                     F-3

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


/51/


                         CareDecision Corporation
                     [formerly ATR Search Corporation]
                       (a Development Stage Company)
                   Consolidated Statements of Cash Flows
                                (unaudited)


                                    For the nine months ended    July 6, 2000
                                           September 30,        (inception) to
                                     ------------------------    September 30,
                                         2002        2001            2002
                                      ----------  ----------     ------------
Cash flows from operating activities
Net (loss)                           $(1,116,741) $        -     $ (1,525,932)
Shares issued for services               276,056           -          601,056
Loss on debt settlement                   68,363           -           68,363
Depreciation                               2,756           -           71,756
Adjustments to reconcile net (loss) to
 net cash (used) by operating activities:
  (Increase) in notes receivable         (15,850)          -          (15,850)
  Increase in accounts payable            10,000           -           10,000
                                      ----------  ----------     ------------
Net cash (used) by operating activities (785,416)          -         (800,607)
                                      ----------  ----------     ------------

Cash flows from investing activities           -           -                -
                                      ----------  ----------     ------------

Cash flows from financing activities
  Increase in notes payable              485,418           -          485,418
  Issuance of common stock               649,801           -          664,996
                                      ----------  ----------     ------------
Net cash provided by
 financing activities                  1,135,219           -        1,150,414
                                      ----------  ----------     ------------

Net increase in cash                     349,803           -          349,807
Cash - beginning                               4           -                -
                                      ----------  ----------     ------------
Cash - ending                         $  349,807  $        -     $    349,807
                                      ==========  ==========     ============

Supplemental disclosures:
  Interest paid                       $        -  $        -     $          -
                                      ==========  ==========     ============
  Income taxes paid                   $        -  $        -     $          -
                                      ==========  ==========     ============

Non-cash transactions:
  Shares issued for services provided $  276,056  $        -     $    601,056
                                      ==========  ==========     ============


                                       F-4

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


/52/


                  CareDecision Corporation
              [formerly ATR Search Corporation]
                (a Development Stage Company)
                            Notes

Note 1 - Basis of presentation

The   consolidated  interim  financial  statements  included
herein, presented in accordance with United States generally
accepted  accounting principles and stated  in  US  dollars,
have  been prepared by the Company, without audit,  pursuant
to  the rules and regulations of the Securities and Exchange
Commission.   Certain  information and footnote  disclosures
normally  included  in  financial  statements  prepared   in
accordance  with  generally accepted  accounting  principles
have  been  condensed or omitted pursuant to such rules  and
regulations,   although  the  Company  believes   that   the
disclosures  are adequate to make the information  presented
not misleading.

These  statements  reflect  all adjustments,  consisting  of
normal  recurring  adjustments, which,  in  the  opinion  of
management,  are  necessary for  fair  presentation  of  the
information contained therein.  It is suggested  that  these
consolidated  interim  financial  statements  be   read   in
conjunction  with the consolidated financial  statements  of
the Company for the period ended December 31, 2001 and notes
thereto  included in the Company's Form 10-KSB.  The Company
follows  the same accounting policies in the preparation  of
consolidated interim reports.

Results  of  operations  for the  interim  periods  are  not
indicative of annual results.

Note 2 - Going concern

The  accompanying  financial statements have  been  prepared
assuming  that the Company will continue as a going concern,
which  contemplates the recoverability  of  assets  and  the
satisfaction  of  liabilities  in  the  normal   course   of
business.  As noted above, the Company is in the development
stage  and,  accordingly, has not  yet  generated  a  proven
history of operations. Since its inception, the Company  has
been  engaged  substantially  in  financing  activities  and
developing its product line, incurring substantial costs and
expenses. As a result, the Company incurred accumulated  net
losses  from  July  6, 2000 (inception) through  the  period
ended  September 30, 2002 of $(1,525,932). In addition,  the
Company's  development activities since inception have  been
financially sustained by capital contributions.

The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital  from
the sale of common stock and, ultimately, the achievement of
significant  operating  results. The accompanying  financial
statements  do  not include any adjustments  that  might  be
required  should the Company be unable to recover the  value
of its assets or satisfy its liabilities.

Note 3 - Notes receivable

On  January 15, 2002, Medicius loaned an officer a total  of
$15,000, which is due in one year at an interest rate of  8%
per annum.  At the close of the merger this note was assumed
by the Company.

During  the  period ended June 30, 2002, the total  interest
income is $1,885.

Note 4 - Fixed assets

As  of September 30, 2002, the Company received equipment in
the  amount of $27,857 from Keith Berman, a beneficial owner
of the Company.

As of September 30, 2002, the Company reclassified equipment
in  the  amount  of $229,899 from Investment  in  Subsidiary
pursuant to its merger with Medicius, Inc.

Depreciation  expense  totaled  $2,756  for  the  nine-month
period ended September 30, 2002.



                             F-5

/53/


                  CareDecision Corporation
              [formerly ATR Search Corporation]
                (a Development Stage Company)
                            Notes

Note 5 - Intellectual property

During  the  period  ended September 30, 2002,  the  Company
acquired Intellectual Property from CareDecision.net, Inc, a
private stockholder owned corporation that completed several
transactions the Company.  As a result of the merger and the
acquired intellectual property, two of the beneficial owners
of   CareDecision.net  are  now  beneficial  owners  of  the
Company.   Pursuant  to  the  agreement,  the  Company  paid
CareDecision.net,  Inc.  the sum of  $187,500  with  700,000
shares  of  the Company's $0.001 par value preferred  stock.
During   the   three-months  ended   September   20,   2002,
CareDecision.net,  Inc. converted its preferred  stock  into
1,725,000  shares of the Company's $0.001 par  value  common
stock.

Note 6 - Investment in Care Technologies, LLC

On June 21, 2001, the Company entered into an agreement with
Care  Technologies, LLC whereby the Company sold all of  the
assets and liabilities of the Company in exchange for a  10%
ownership  of  Care Technologies, LLC.  The  investment  was
recorded  at $229,899, being the fair value of the Company's
assets on the acquisition date (see Note 4 above).

Note 7 - Notes payable

On January 15, 2002, the Company received $40,000 from Keith
Berman, a beneficial owner of the Company, which is  due  on
December 31, 2003 and accrued interest at 8% per annum.  The
principal and accrued interest can be converted at a rate of
$0.10   per  share.   During  September  2002,  Mr.   Berman
converted  his  $40,000  loan plus interest  into  1,267,963
shares of the Company's $0.001 par value common stock.

On  April 23, 2002, the Company received $475,000 from M and
E  Equities,  LLC, which is due in two years at an  interest
rate  of  9% per annum.  The principal and interest  of  the
note  can  be  converted into five shares of  the  Company's
$0.001  par  value common stock for each $1 of  debt.   This
note  is secured by all the assets of the Company to include
accounts receivable, inventory, fixed assets, and intangible
assets.

During the nine-months ended September 30, 2002, the Company
recorded  a  total  of  $62,573 from  various  entities  and
individuals, which is due upon demand, and accrued  interest
of  $1,715  at a rate of 8%.  During the three-months  ended
September  30, 2002, the note-holders converted  their  debt
and  accrued  interest into 664,644 shares of the  Company's
$0.001 par value common stock

During the nine-months ended September 30, 2002, the Company
recorded interest expense of $22,650.

Note 8 - Stockholder's equity

During the nine-months ended September 30, 2002, the Company
issued a total of 32,968,863 shares of its $0.001 par  value
common  stock pursuant to its reverse merger with  Medicius,
Inc.  whereby each shareholder received three Company shares
for every one Medicius, Inc. share held.

During the nine-months ended September 30, 2002, the Company
issued 1,725,000 shares of its $0.001 par value common stock
to  CareDecision.net,  Inc.  pursuant  to  its  election  to
convert  700,000  shares of the Company's $0.001  par  value
preferred stock into common stock.

During the nine-months ended September 30, 2002, the Company
issued 6,927,737 shares of its $0.001 par value common stock
to various persons and entities and to note-holders pursuant
to  their  election to convert $64,288 in  convertible  debt
inclusive of accrued interest.

During the nine-months ended September 30, 2002, the Company
issued 6,340,000 shares of its $0.001 par value common stock
to  various individuals and entities for consulting services
valued  at $276,056, the fair market value of the underlying
shares on the date of issuance.


                              F-6


/54/


                  CareDecision Corporation
              [formerly ATR Search Corporation]
                (a Development Stage Company)
                            Notes

During the nine-months ended September 30, 2002, the Company
issued 2,539,574 shares of its $0.001 par value common stock
for cash totaling $200,000.

There have been no other issuances of common stock.

Note 9 - Related party transactions

During  the  period  ended September 30,  2002  the  Company
received  equipment  in  the amount of  $27,857  from  Keith
Berman, a beneficial owner of the Company.

During  the  period  ended September 30, 2002,  the  Company
acquired Intellectual Property from CareDecision.net, Inc, a
private stockholder owned corporation that completed several
transactions the Company.  As a result of the merger and the
acquired intellectual property, two of the beneficial owners
of   CareDecision.net  are  now  beneficial  owners  of  the
Company..   Pursuant  to  the agreement,  the  Company  paid
CareDecision.net,  Inc.  the sum of  $187,500  with  700,000
shares  of  the Company's $0.001 par value preferred  stock.
CareDecision.net, Inc. then elected to convert its preferred
shares  into  5,075,000 shares of the Company's  $0.001  par
value common stock.

On January 15, 2002, the Company received $40,000 from Keith
Berman, a beneficial owner of the Company, which is  due  on
December  31,  2003 and accrued interest at  8%  per  annum.
During the three-months ended September 30, 2002, Mr. Berman
elected  to convert the note plus interest totaling  $42,266
into  1,267,963  shares of the Company's  $0.001  par  value
common stock.

Note 10 - Warrants

During the nine-months ended September 30, 2002, the Company
has  issued  5,540,795  Class  A  non-callable  warrants  to
Medicius, Inc. shareholders pursuant to the merger agreement
(see  Note  11  below).   Each  Class  A  warrant  unit   is
exercisable into one share of the Company's $0.001 par value
common  stock at $0.04 per share plus 0.5 Class C  warrants.
The Class A warrant units expire on June 30, 2005.

Note 11 - Reverse acquisitions agreement with Medicius, Inc.
(MED)

On June 21, 2001, the Company entered into an agreement with
MED  whereby  the  Company acquired all of  the  issued  and
outstanding  common stock of NDI in exchange for  38,043,863
voting  shares  of  the Company's $0.001  par  value  common
stock.  The acquisition was accounted for using the purchase
method  of  accounting as applicable to reverse acquisitions
because  the  former stockholders of the MED controlled  the
Company's  common stock immediately upon conclusion  of  the
transaction.   Under  reverse  acquisition  accounting,  the
post-acquisition   entity   was   accounted   for    as    a
recapitalization  of  MED.   The  common  stock  issued  was
recorded at $0, being the fair value of the Company's assets
on the acquisition date.

The  continuing  company has retained  December  31  as  its
fiscal year end.



                              F-7


/55/


                      TABLE OF CONTENTS


                                                                PAGE

INDEPENDENT AUDITOR'S REPORT                                     F-1

CONSOLIDATED BALANCE SHEET                                       F-2

CONSOLIDATED STATEMENT OF OPERATIONS                             F-3

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY        F-4

CONSOLIDATED STATEMENT OF CASH FLOWS                             F-5

NOTES TO FINANCIAL STATEMENTS                                    F-6


/56/


G. BRAD BECKSTEAD
Certified Public Accountant
                                         330 E. Warm Springs
                                         Las Vegas, NV 89119
                                                702.257.1984
                                           702.362.0540(fax)

INDEPENDENT AUDITOR'S REPORT


April 15, 2002

Board of Directors
ATR Search Corporation
Las Vegas, NV

I  have audited the Consolidated Balance Sheet of ATR Search
Corporation   and   its  subsidiary   (the   "Company")   (A
Development Stage Company), as of December 31, 2001, and the
related Consolidated Statements of Operations, Stockholders'
Equity, and Cash Flows for the period March 2, 2001 (Date of
Inception) to December 31, 2001.  These financial statements
are  the  responsibility  of the Company's  management.   My
responsibility  is to express an opinion on these  financial
statements based on my audit.

I  conducted my audit in accordance with generally  accepted
auditing standards.  Those standards require that I plan and
perform  the  audit  to  obtain reasonable  assurance  about
whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the amounts  and  disclosures  in  the
financial  statement presentation.  An audit  also  includes
assessing  the  accounting principles used  and  significant
estimates  made  by  management, as well as  evaluating  the
overall financial statement presentation.  I believe that my
audit provides a reasonable basis for my opinion.

In  my  opinion, the financial statements referred to  above
present  fairly, in all material respects, the  consolidated
balance  sheet of ATR Search Corporation and its subsidiary,
(A  Development Stage Company), as of December 31, 2001, and
its  related  consolidated statements of operations,  equity
and  cash  flows  for  the period March  2,  2001  (Date  of
Inception)   to  December  31,  2001,  in  conformity   with
generally accepted accounting principles.

The  accompanying  financial statements have  been  prepared
assuming  the Company will continue as a going concern.   As
discussed in Note 2 to the financial statements, the Company
has  had  limited operations and have not commenced  planned
principal  operations.  This raises substantial doubt  about
its  ability  to continue as a going concern.   Management's
plan  in regard to these matters are also described in  Note
2.   The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





/s/ G. Brad Beckstead

                               F-1


/57/


                          ATR Search Corporation
                       (a Development Stage Company)
                        Consolidated Balance Sheet


       Assets                                              December 31,
                                                               2001
                                                           ------------
       Current assets:
         Cash and equivalents                              $     25,693
         Accounts receivable                                    168,650
         Other current assets                                    30,766
                                                           ------------
            Total current assets                                225,109
                                                           ------------

       Fixed assets, net                                         11,362

       Acquired technology, net                               1,275,000
                                                           ------------

                                                           $  1,511,471
                                                           ============

       Liabilities and Stockholders' Equity

       Current liabilities:
         Accrued interest                                        86,250
         Accrued interest - related party                         2,696
         Short-term note payable                                 50,000
         Current portion of capital lease obligation            120,000
                                                           ------------
            Total current liabilities                           258,946

       Capital lease obligation, net of current portion       1,030,000
                                                           ------------

                                                              1,288,946
                                                           ------------

       Stockholders' Equity

         Common stock, $0.001 par value, 100,000,000
           shares authorized, 19,180,000 shares issued
           and outstanding as of 12/31/01                        19,180
         Additional paid-in capital                             692,095
         (Defict) accumulated during development stage         (488,750)
                                                           ------------
                                                                222,525
                                                           ------------
                                                           $  1,511,471
                                                           ============

                                    F-2


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


/58/


                          ATR Search Corporation
                       (a Development Stage Company)
                   Consolidated Statement of Operations


                                                         March 2, 2001
                                                      (date of inception)
                                                        to December 31,
                                                             2001
                                                        --------------

  Revenue                                               $      940,621
                                                        --------------
  Cost of services:
    Subcontractors                                             338,508
    Consultants                                                207,619
    Other costs                                                 36,016
                                                        --------------
      Total costs of services                                  582,143
                                                        --------------

  Gross profit                                                 358,478
                                                        --------------

  Expenses:
    General and administrative                                 366,709
    Consulting fees                                            151,250
    Amortization and depreciation                              225,607
    Organizational costs                                        12,250
                                                        --------------
      Total expenses                                           755,816
                                                        --------------

  Net operating (loss)                                        (397,338)

  Other (expenses):
    Interest expense                                           (88,716)
    Interest expense - related party                            (2,696)
                                                        --------------

  Net (loss)                                            $     (488,750)
                                                        ==============

  Weighted average number of common shares
    outstanding - basic and fully diluted                   19,180,000
                                                        ==============

  Net (loss) per share - basic and fully diluted        $       (0.025)
                                                        ==============


                                    F-3

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


/59/


                           ATR Search Corporation
                        (a Development Stage Company)
          Consolidated Statement of Changes in Stockholders' Equity



                                                    (Deficit)
                                                   Accumulated
                       Common Stock     Additional    During       Total
                                         Paid-in   Development  Stockholders'
                      Shares   Amount    Capital      Stage       Equity
                     -------- --------  ---------  -----------  ----------

Founders shares
 issued for cash   12,625,000 $ 12,625  $  51,900  $         -  $   64,525

Shares issued
 for licensed
 technology         3,500,000    3,500    346,500                  350,000

Shares issued
 for consulting       350,000      350     25,900                   26,250

Shares issued
 for services         650,000      650     64,350                   65,000

Shares issued for
 cash pursuant to
 Rule 504 offering  1,340,000    1,340    132,660                  134,000

Shares issued for
 conversion of debt   115,000      115     11,385                   11,500

Shares issued
 for consulting       600,000      600     59,400                   60,000

Net (loss),
 March 2, 2001
 (inception) to
 December 31, 2001                                    (488,750)   (488,750)
                     -------- --------  ---------  -----------  ----------

Balance,
 December 31, 2001 19,180,000 $ 19,180  $ 692,095  $  (488,750) $  222,525


                                    F-4

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


/60/


                     ATR Search Corporation
                  (a Development Stage Company)
              Consolidated Statement of Cash Flows


                                                         March 2, 2001
                                                      (date of inception)
                                                        to December 31,
                                                             2001
                                                        --------------
Cash flows from operating activities
Net (loss)                                              $     (488,750)
Shares issued to acquire technology                            350,000
Shares issued for services                                     151,250
Amortization and depreciation                                  225,607
Adjustments to reconcile net income to cash
 provided by operations:
   (Increase) in accounts receivable                          (168,650)
   (Increase) in other current assets                          (30,766)
   Increase in accrued interest                                 86,250
   Increase in accrued interest - related party                  2,696
                                                        --------------
Net cash provided by operating activities                      127,637
                                                        --------------
Cash flows from investing activities
   Short-term note payable                                      50,000
   Long-term debt                                            1,150,000
   Purchased fixed assets                                      (11,969)
   Acquired technology                                      (1,500,000)
                                                        --------------
Net cash (used) by investing activities                       (311,969)
                                                        --------------
Cash flows from financing activities
   Issuance of common stock                                    210,025
                                                        --------------
Net cash provided by financing activities                      210,025
                                                        --------------

Net increase in cash                                            25,693
Cash - beginning                                                     -
                                                        --------------
Cash - ending                                           $       25,693
                                                        --------------
Supplemental disclosures:
   Interest paid                                        $          329
                                                        ==============
   Income taxes paid                                    $            -
                                                        ==============
Non-cash transactions:
     Number of shares issued to acquire technology           3,500,000
                                                        ==============
     Number of shares issued for services                    1,600,000
                                                        ==============


                                F-5

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


/61/


                   ATR Search Corporation
                            Notes
Note 1 - Significant accounting policies and procedures

Organization
The  Company was organized March 2, 2001 (Date of Inception)
under  the  laws  of  the  State of Nevada,  as  ATR  Search
Corporation.    The  Company  has  a  limited   history   of
operations, and in accordance with SFAS #7, the  Company  is
considered a development stage company.

As  of  March  14,  2001, the Company  had  a  wholly  owned
subsidiary, ATR Search, LLC.

Estimates
The  preparation of financial statements in conformity  with
generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the reported
amounts   of  assets  and  liabilities  and  disclosure   of
contingent  assets  and  liabilities  at  the  date  of  the
financial statements and the reported amounts of revenue and
expenses during the reporting period.  Actual results  could
differ from those estimates.

Cash and cash equivalents
The  Company  maintains a cash balance  in  a  non-interest-
bearing  account  that currently does not  exceed  federally
insured  limits.  For the purpose of the statements of  cash
flows,  all  highly  liquid  investments  with  an  original
maturity of three months or less are considered to  be  cash
equivalents.

Fixed Assets
The  cost  of fixed assets is depreciated over the following
estimated  useful life of the asset utilizing the  straight-
line method of depreciation:

           Furniture and fixtures            5 years
           Leasehold improvements            7 years

Revenue recognition
The  Company  recognizes revenue on an accrual basis  as  it
invoices for services.

Reporting on the costs of start-up activities
Statement  of  Position 98-5 (SOP 98-5), "Reporting  on  the
Costs  of  Start-Up Activities," which provides guidance  on
the financial reporting of start-up costs and organizational
costs,  requires  most  costs  of  start-up  activities  and
organizational costs to be expensed as incurred.   SOP  98-5
is  effective for fiscal years beginning after December  15,
1998.   With the adoption of SOP 98-5, there has been little
or no effect on the Company's financial statements.

Earnings per share
The   Company  follows  Statement  of  Financial  Accounting
Standards  No. 128. "Earnings Per Share"  ("SFAS No.  128").
Basic  earnings  per common share ("EPS")  calculations  are
determined  by  dividing net income (loss) by  the  weighted
average number of shares of common stock outstanding  during
the year.  Diluted earning per common share calculations are
determined  by  dividing net income (loss) by  the  weighted
average  number of common shares and dilutive  common  share
equivalents  outstanding. During periods when  common  stock
equivalents,  if  any,  are  anti-dilutive  they   are   not
considered in the computation.

Advertising Costs
The  Company expenses all costs of advertising as  incurred.
There were no advertising costs included in selling, general
and administrative expenses during the period ended December
31, 2001.

Fair value of financial instruments
Fair value estimates discussed herein are based upon certain
market  assumptions and pertinent information  available  to
management as of December 31, 2001.  The respective carrying
value  of  certain  on-balance-sheet  financial  instruments
approximated their fair values. These financial  instruments
include  cash and accounts payable. Fair values were assumed
to approximate carrying values for cash and payables because
they  are  short  term in nature and their carrying  amounts
approximate fair values or they are payable on demand.

                             F-6


/62/


                   ATR Search Corporation
                            Notes

Software Licenses
The  Company  capitalizes  the  costs  associated  with  the
purchase  of licenses for major business process application
software   used  in  providing  staffing  and/or   placement
services.   Acquired  technology costs  are  amortized  over
sixty months.

Impairment of long lived assets
Long-lived  assets  are  reviewed  for  impairment  whenever
events  or  changes  in  circumstances  indicate  that   the
carrying amount of the assets might not be recoverable.  The
Company does not perform a periodic assessment of assets for
impairment in the absence of such information or indicators.
Conditions  that would necessitate an impairment  assessment
include a significant decline in the observable market value
of an asset, a significant change in the extent or manner in
which an asset is used, or a significant adverse change that
would indicate that the carrying amount of an asset or group
of  assets is not recoverable. For long-lived assets  to  be
held  and  used,  the Company measures fair value  based  on
quoted  market  prices or based on discounted  estimates  of
future  cash flows. Long-lived assets to be disposed of  are
carried  at  fair  value  less  costs  to  sell.   No   such
impairments have been identified by management at  September
30, 2001.

Segment reporting
The   Company  follows  Statement  of  Financial  Accounting
Standards  No.  130,  "Disclosures  About  Segments  of   an
Enterprise and Related Information". The Company operates as
a  single  segment  and  will  evaluate  additional  segment
disclosure requirements as it expands its operations.

Dividends
The Company has not yet adopted any policy regarding payment
of dividends.  No dividends have been paid or declared since
inception.

Income taxes
The   Company  follows  Statement  of  Financial  Accounting
Standard  No. 109, "Accounting for Income Taxes" ("SFAS  No.
109")   for  recording  the  provision  for  income   taxes.
Deferred tax assets and liabilities are computed based  upon
the  difference between the financial statement  and  income
tax  basis  of  assets  and liabilities  using  the  enacted
marginal  tax  rate  applicable when the  related  asset  or
liability  is expected to be realized or settled.   Deferred
income tax expenses or benefits are based on the changes  in
the  asset or liability each period.  If available  evidence
suggests  that it is more likely than not that some  portion
or  all  of the deferred tax assets will not be realized,  a
valuation  allowance is required to reduce the deferred  tax
assets  to  the amount that is more likely than  not  to  be
realized.   Future changes in such valuation  allowance  are
included in the provision for deferred income taxes  in  the
period of change.

Deferred  income taxes may arise from temporary  differences
resulting  from  income  and  expense  items  reported   for
financial accounting and tax purposes in different  periods.
Deferred  taxes  are classified as current  or  non-current,
depending on the classification of assets and liabilities to
which  they  relate.  Deferred taxes arising from  temporary
differences  that are not related to an asset  or  liability
are  classified as current or non-current depending  on  the
periods  in which the temporary differences are expected  to
reverse.


                               F-7


/63/


                   ATR Search Corporation
                            Notes
Recent pronouncements
The  FASB recently issued Statement No. 137, "Accounting for
Derivative  Instruments  and Hedging Activities-Deferral  of
Effective  Date of FASB Statement No. 133".   The  Statement
defers for one year the effective date of FASB Statement No.
133,  "Accounting  for  Derivative Instruments  and  Hedging
Activities".  The rule now will apply to all fiscal quarters
of  all fiscal years beginning after June 15, 2000.  In June
1998,  the  FASB  issued  SFAS  No.  133,  "Accounting   for
Derivative   Instruments  and  Hedging   Activities."    The
Statement   will  require  the  company  to  recognize   all
derivatives on the balance sheet at fair value.  Derivatives
that  are not hedges must be adjusted to fair value  through
income,  if  the  derivative is a hedge,  depending  on  the
nature   of  the  hedge,  changes  in  the  fair  value   of
derivatives will either be offset against the change in fair
value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income
until  the  hedged  item  is recognized  in  earnings.   The
ineffective portion of a derivative's change in  fair  value
will  be  immediately recognized in earnings.   The  company
does  not  expect SFAS No. 133 to have a material impact  on
earnings and financial position.

In  December  1999,  the Securities and Exchange  Commission
released   Staff  Accounting  Bulletin  No.   101,   Revenue
Recognition  in  Financial Statements (SAB No.  101),  which
provides  guidance  on  the  recognition,  presentation  and
disclosure of revenue in financial statements.  SAB No.  101
did not impact the company's revenue recognition policies.

Stock-Based Compensation
The Company accounts for stock-based awards to employees  in
accordance with Accounting Principles Board Opinion No.  25,
"Accounting  for  Stock  Issued to  Employees"  and  related
interpretations   and   has  adopted   the   disclosure-only
alternative  of  FAS  No. 123, "Accounting  for  Stock-Based
Compensation."  Options granted to consultants,  independent
representatives  and other non-employees are  accounted  for
using the fair value method as prescribed by FAS No. 123.

Year end
The Company has adopted December 31 as its fiscal year end.

Note 2 - Going concern

The  accompanying  financial statements have  been  prepared
assuming  that the Company will continue as a going concern,
which  contemplates the recoverability  of  assets  and  the
satisfaction  of  liabilities  in  the  normal   course   of
business.  As noted above, the Company is in the development
stage  and,  accordingly, has not  yet  generated  a  proven
history of operations. Since its inception, the Company  has
been  engaged  substantially  in  financing  activities  and
developing its product line, incurring substantial costs and
expenses. As a result, the Company incurred accumulated  net
losses  from  March 2, 2001 (inception) through  the  period
ended  December  31, 2001 of $(488,750).  In  addition,  the
Company's  development activities since inception have  been
financially sustained by capital contributions.

The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital  from
the sale of common stock and, ultimately, the achievement of
significant  operating  results. The accompanying  financial
statements  do  not include any adjustments  that  might  be
required  should the Company be unable to recover the  value
of its assets or satisfy its liabilities.

Note 3 - Fixed assets

The  Company acquired the following assets during the period
ended December 31, 2001:

               Furniture & fixtures          $ 1,969
               Leasehold improvements         10,000
                                             -------
                                             $11,969

Depreciation  expense  totaled $607  for  the  period  ended
December 31, 2001.


                               F-8


/64/


                   ATR Search Corporation
                            Notes

Note 4 - Intellectual Property, Patents, and Other
Intangibles

On  March 28, 2001, the Company acquired the rights  to  use
technology  known as "human resource compiler  based  search
recognition  software and hardware" from Sarcor  Management,
SA, a British Virgin Islands corporation, in exchange for  a
lease  agreement and the issuance of 3,500,000 common shares
of stock valued at $350,000.

Amortization expense totaled $225,000 for the period ended
December 31, 2001.

The  Company  relies  on trademark, unfair  competition  and
copyright law, trade secret protection and contracts such as
confidentiality and license agreements with  its  employees,
customers,  partners and others to protect  its  proprietary
rights.   Despite  precautions,  it  may  be  possible   for
competitors to obtain and/or use the proprietary information
without authorization, or to develop technologies similar to
the   Company's   and  independently  create   a   similarly
functioning infrastructure.  Furthermore, the protection  of
proprietary   rights  in  Internet-related   industries   is
uncertain  and  still evolving.  The laws  of  some  foreign
countries  do  not protect proprietary rights  to  the  same
extent as do the laws of the United States.  Protecting  the
Company's proprietary rights in the United States or  abroad
may not be adequate.

Note 5 - Stockholder's equity

The  Company  was originally authorized to issue  20,000,000
shares of its $0.001 par value common stock.  Effective  May
7,  2001,  the Company amended its articles of incorporation
increasing  its authorized shares to 100,000,000  shares  of
$0.001 par value common stock.

All  references to shares issued and outstanding reflect the
increase  of  authorization of 100,000,000  issuable  shares
effected May 7, 2001.

The Company issued 12,625,000 shares of its $0.001 par value
common stock to its founders for cash of $64,525.

The  Company issued 3,500,000 shares of its $0.001 par value
common stock at $0.10 per share to Sarcor Management, SA,  a
British  Virgin  Island  corporation,  as  a  $350,000  down
payment on a technology licensing agreement.

The  Company issued 350,000 shares of its $0.001  par  value
common stock to Corporate Regulatory Services for consulting
services valued at $26,250.

The  Company issued 150,000 shares of its $0.001  par  value
common  stock  to  Mary Lou Cox, mother of Robert  Cox,  the
Company's  president,  for  consulting  services  valued  at
$15,000.

The  Company issued 500,000 shares of its $0.001  par  value
common  stock  to James De Luca, an independent  consultant,
for consulting services valued at $50,000.

The  Company issued 1,340,000 shares of its $0.001 par value
common  stock at $0.10 per share for cash of $134,000.   The
shares were sold pursuant to a Regulation D, Rule 505 of the
Securities and Exchange Commission offering.

The  Company issued 115,000 shares of its $0.001  par  value
common   stock  to  extinguish  promissory  notes   totaling
$11,500.

The  Company issued 600,000 shares of its $0.001  par  value
common  stock to Quarg, Inc. for consulting services  valued
at $60,000.

There have been no other issuances of common stock.


                              F-9


/65/


                   ATR Search Corporation
                            Notes
Note 6 - Income taxes

The  Company  accounts  for  income  taxes  under  Statement   of
Financial  Accounting Standards No. 109, "Accounting  for  Income
Taxes"   ("SFAS  No. 109"), which requires use of  the  liability
method.    SFAS  No.  109 provides that deferred tax  assets  and
liabilities are recorded based on the differences between the tax
bases  of  assets and liabilities and their carrying amounts  for
financial   reporting   purposes,  referred   to   as   temporary
differences.  Deferred tax assets and liabilities at the  end  of
each  period are determined using the currently enacted tax rates
applied  to  taxable income in the periods in which the  deferred
tax  assets  and  liabilities  are  expected  to  be  settled  or
realized.

The  provision for income taxes differs from the amount  computed
by  applying  the  statutory federal income tax  rate  to  income
before  provision for income taxes.  The sources and tax  effects
of  the differences are based on a 34% US federal statutory rate.
As  of December 31, 2001, the Company has a net operating loss of
approximately $(488,750).  The related tax asset of approximately
$112,829 has been fully reserved and, if not used, will expire in
2021.   A  valuation adjustment has been made in  the  event  the
asset is not realizable.

Note 7 - Capital lease and rent obligations

10%  capital lease payable to Sarcor Management, SA with  monthly
interest-only
  payments  beginning  in  April 2001 of  $5,000,  increasing  to
$10,000 in April 2002,
$15,000 in April 2003, and $19,100 thereafter, secured by
software licensing rights, due March 2011.                $1,150,000

Less current portion                                       ( 120,000)
                                                          ----------
Total long-term debt                                      $1,030,000
                                                          ==========
Summary of Future Minimum Lease Payments:
           Fiscal Year                              Amount
               2001                               $  15,000
               2002                                 150,000
               2003                                 180,000
               2004                                 229,200
               2005                                 229,200
            Thereafter                            1,173,000
                                                  ---------
                    Total lease payments over
                     the contractual period      $1,976,400
                    Less:  Interest                (476,400)
                                                  ---------
                    Original cost                 1,500,000
                                                  =========

Interest  expense for the capital lease totaled $57,500  for  the
period  ended December 31, 2001.  Of which none has been paid  as
of December 31, 2001.

On  April  1, 2001, the Company entered into a sublease agreement
to  rent  office space for a period of four years at  a  rate  of
$2,502  per month.  Rent expense totaled $23,133 at December  31,
2001.

Note 8 - Short term note payable

On  May  5,  2001,  the Company executed a promissory  note  with
Robert  Cox,  the  president of the Company,  in  the  amount  of
$50,000,  which  is due in 2 years.  Interest  in  accrued  on  a
quarterly basis at an interest rate of 8% per annum.  On  May  5,
2003,  the unpaid balance of principal and accrued interest  will
convert  into  common  stock  at a ratio  of  one  share  of  the
Company's  $0.001  par value common stock for  each  $5.   As  of
December 31, 2001, interest expense totaled $3,025 of which  $329
has been paid.

                             F-10


/66/


                   ATR Search Corporation
                            Notes

Note 9 - Related party transactions

On  May 5, 2001, the Company executed a promissory note with
Robert  Cox, the president of the Company, in the amount  of
$50,000.  (See Note 8 above.)

On  May  24, 2001, the Company issued 150,000 shares of  its
$0.001  par  value common stock to Mary Lou Cox,  mother  of
Robert Cox, the Company's president, for consulting services
valued at $15,000.

Note 10 - Warrants and options

As  of  December 31, 2001, there were no warrants or options
outstanding  to  acquire  any additional  shares  of  common
stock.

Note 11 - Subsequent events

On  February  17,  2002,  the Company  executed  a  business
consulting  agreement with MLSA whereby the  Company  issued
1,350,000  shares of its $0.001 par value  common  stock  to
Mark  Lancaster for consulting services valued at  $162,000.
The consulting services are to be rendered over a period  of
90 days with an automatic three-month renewal provision.

On  February  26,  2002, the Company executed  a  consulting
agreement  with  Qurag,  Inc.  whereby  the  Company  issued
475,000 shares of its $0.001 par value common stock to Chaim
Drizin,   a  shareholder  of  the  Company,  for  consulting
services valued at $30,875.  The consulting services are  to
be rendered over a period of 90 days with an automatic three-
month renewal provision.

On   March  1,  2002,  the  Company  executed  a  consulting
agreement with Corporate Regulatory Services, LLC  (CRS),  a
shareholder  of  the  Company, whereby  the  Company  issued
250,000 shares of its $0.001 par value common stock to  CRS,
for  consulting services valued at $16,250.  The  consulting
services are to be rendered over a period of approximately 1
year.

As  of March 7, 2002, the Company issued 62,500 warrants  to
CRS, a shareholder of the Company, to purchase the Company's
$0.001  par value common stock on a one-for-one basis.   The
warrant  exercise price is $0.10 per share of  common  stock
and  substantially  all warrants will expire  on  or  before
March 7, 2007.

On  March  27,  2002,  the  Company  executed  a  consulting
agreement  with  Promark, Inc. whereby  the  Company  issued
500,000 shares of its $0.001 par value common stock  to  Ken
Lowman  for  consulting  services valued  at  $50,000.   The
consulting services are to be rendered over a period  of  90
days with an automatic three-month renewal provision.

                         F-11


/67/


      Part II - Information Not Required In Prospectus

Item 24: Indemnification of Directors and Officers

THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR
INDEMNIFICATION OF EMPLOYEES AND OFFICERS IN CERTAIN CASES.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS,
OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN
THE OPINION OF THE SECURTIES AND EXCHANGE COMMISSION SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE
ACT AND IS THEREFORE UNENFORCEABLE.

     In addition, Section 78.751 of the Nevada General
Corporation Laws provides as follows: 78.751 Indemnification
of officers, directors, employees and agents; advance of
expenses.

     1.  A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in
good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not,
of itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

     2.  A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or
for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction
determines upon application that in view of all the
circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the
court deems proper.

     3.  To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any
claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with
the defense.

     4.  Any indemnification under subsections 1 and 2,
unless ordered by a court or advanced pursuant to subsection
5, must be made by the corporation only as authorized in the
specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) By the
stockholders: (b) By the board of directors by majority vote


/68/


of a quorum consisting o directors who were not parties to
act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act,
suit or proceeding so orders, by independent legal counsel
in a written opinion; or (d) If a quorum consisting of
directors who were not parties to the act, suit or
proceeding cannot to obtained, by independent legal counsel
in a written opinion; or

     5.  The Articles of Incorporation, the Bylaws or an
agreement made by the corporation may provide that the
expenses of officers and directors incurred in defending a
civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to
be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of
expenses to which corporate personnel other than the
directors or officers may be entitled under any contract or
otherwise by law.

     6.  The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this
section: (a) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses
may be entitled under the articles of incorporation or any
bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a
court pursuant to subsection 2 or for the advancement of
expenses made pursuant to subsection 5, may not be made to
or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved
intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action. (b) Continues
for a person who has ceased to be a director, officer,
employee or agent and endures to the benefit of the heirs,
executors and administrators of such a person.  Insofar as
indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.

Item 25.  Other Expenses of Issuance and Distribution

     The following table sets forth the estimated expenses to
be borne by us (also referred to within as the Registrant) in
connection with the issuance and distribution of our Common
Shares pursuant to the Offering.

     Nature of Expenses                    Amount

     SEC Registration Fee               $    474.69
     Accounting Fees and Expenses       $     5,000
     Legal Fees and Expenses            $     5,000
     Printing Expenses                  $     2,000
     Blue  Sky  Qualification Fees  and
     Expenses                           $         0
     Transfer Agent's Fee               $     1,000

     TOTAL                              $ 13,552.84

(1)  The amounts set forth above, except for the SEC fees,
are in each case estimated.


/69/



ITEM 26. Recent Sales of Unregistered Securities

    On March 2, 2001, the Company was incorporated under
the laws of the State of Nevada as ATR Search Corporation.
The Company is authorized to issue 100,000,000 shares of
common stock, par value $0.001, and 5,000,000 shares of
preferred stock, par value $0.001.

     At the Initial Meeting of the Board of Directors on
March 16, 2001, it was resolved that a formal Code of Bylaws
be adopted for the Corporation.  At that same meeting, the
Company issued 875,000 shares of its $0.001 par value common
stock to Mr. Michael Vogel for cash of $875 and 1,750,000
shares of par value common stock to Mr. Robert L. Cox in
exchange for cash in the amount of $1,750.

     During March 2001, the Company issued 11,975,000 shares
of its $0.001 par value common stock to its officers as
founders stock issued for cash of $15,000.

     During March 2001, the Company issued 1,525,000 shares
of its $0.001 par value common stock to investors for cash
of $49,500.

     During March 2001, we issued 350,000 shares to one
shareholder in lieu of services rendered in the amount of
$26,250.  The issuance of shares represented payment to a
consulting company for facilitating the preparation of the
documentation necessary to become a publicly traded
company.  This stock issuance was made in accordance with
Section 4(2) of the Securities Act of 1933, as amended.
The consulting company is a sophisticated purchaser.  They
were provided full and complete access to our corporate
records, as they assisted us in preparing our offering
documentation.  No brokers or dealers were involved in this
transaction and no discounts or commissions were paid.

     We  were  originally  authorized  to  issue  20,000,000
shares of its $0.001 par value common stock.  Effective  May
7, 2001, we amended our articles of incorporation increasing
our  authorized shares to 100,000,000 shares of  $0.001  par
value common stock.

     All references to shares issued and outstanding reflect
the increase of authorization of 100,000,000 issuable shares
affected May 7, 2001.

     We  issued  12,625,000 shares of our $0.001  par  value
common stock to our founders for cash of $64,525.

     We  issued  3,500,000 shares of our  $0.001  par  value
common stock at $0.10 per share to Sarcor Management, SA,  a
British  Virgin  Island  corporation,  as  a  $350,000  down
payment on a technology licensing agreement.

     We issued 350,000 shares of our $0.001 par value common
stock   to  Corporate  Regulatory  Services  for  consulting
services valued at $26,250.

     We issued 150,000 shares of our $0.001 par value common
stock  to  Mary Lou Cox, mother of Robert Cox, the Company's
president, for consulting services valued at $15,000.

     We issued 500,000 shares of our $0.001 par value common
stock  to  James  De  Luca, an independent  consultant,  for
consulting services valued at $50,000.

     We  issued  1,340,000 shares of our  $0.001  par  value
common  stock at $0.10 per share for cash of $134,000.   The
shares were sold pursuant to a Regulation D, Rule 505 of the
Securities and Exchange Commission offering.

     We issued 115,000 shares of our $0.001 par value common
stock to extinguish promissory notes totaling $11,500.


/70/


     We issued 600,000 shares of our $0.001 par value common
stock  to  Quarg,  Inc. for consulting  services  valued  at
$60,000.

     On May 26, 2001 we conducted an offering in which we
issued 1,340,000 shares of common stock to 17 unaffiliated
shareholders at a price of $0.10 per share, for total
receipts of $134,000 in cash.  This offering was made in
reliance upon an exemption from the registration provisions
of the Securities Act of 1933, as amended, in accordance
with Regulation D, Rule 504 of the Act.  In addition, this
offering was made on a best efforts basis and was not
underwritten.  In regards to the May 2001 offering, listed
below are the requirements set forth under Regulation D,
Rule 504 and the facts which support the availability of
Rule 504 to the May 2001 offering:

     a.  Exemption.  Offers and sales of securities that
satisfy the conditions in paragraph (b) of this Rule 504 by
an issuer that is not:

     1.   subject to the reporting requirements of section 13 or
       15(d) of the Exchange Act;
     2.   an investment company; or
     3.   a development stage company that either has no specific
       business plan or purpose or has indicated that its business
       plan is to engage in a merger or acquisition with an
       unidentified company or companies, or other entity or
       person, shall be exempt from the provision of section 5 of
       the Act under section 3(b) of the Act.

     Facts:  At the time of the May 2001 offering, we were
not subject to the reporting requirements of section 13 or
section 15(d) of the Exchange Act.  Further, we are not now,
nor were we at the time of the May 2001 offering, considered
to be an investment company.  Finally, since inception, we
have pursued a specific business plan of placing information
technology ("IT") professionals with technology sector
companies on a temporary or permanent basis and continue to
do so.

     b.  Conditions to be met.

     1.  General Conditions.  To qualify for exemption under
this Rule 504, offers and sales must satisfy the terms and
conditions of Rule 501 and Rule 502 (a), (c) and (d), except
that the provisions of Rule 502 (c) and (d) will not apply
to offers and sales of securities under this Rule 504 that
are made:

     i.   Exclusively in one or more states that provide for the
          registration of the securities, and require the public
          filing and delivery to investors of a substantive disclosure
          document before sale, and are made in accordance with those
          state provisions;
     ii.  In one or more states that have no provision for the
          registration of the securities or the public filing or
          delivery of a disclosure document before sale, if the
          securities have been registered in at least one state that
          provides for such registration, public filing and delivery
          before sale, offers and sales are made in that state in
          accordance with such provisions, and the disclosure document
          is delivered before sale to all purchasers (including those
          in the states that have no such procedure); or
     iii. Exclusively according to state law exemptions from
          registration that permit general solicitation and general
          advertising so long as sales are made only to "accredited
          investors" as defined in Rule 501(a).

     Facts:  On May 17, 2001, we were issued a permit to
sell securities by the State of New York, pursuant to our
application for registration by qualification of our
offering of Common Stock in that state.  The application for
registration by qualification was filed pursuant to the
provisions of Section 359-e of the New York General Business
Law, which requires the public filing and delivery to
investors of a substantive disclosure document before sale.
On August 24, 2001, we completed a public offering of shares
of our common stock pursuant to Regulation D, Rule 504 of
the Securities Act of 1933, as amended, and the registration
by qualification of said offering in the State of New York,
whereby we sold 1,340,000 shares of Common Stock to
approximately 17 unaffiliated shareholders of record, none
of whom were or are officers or directors of ours.  The
entire offering was conducted exclusively in the State of
New York, pursuant to the permit issued by the State of New
York.


/71/


     2.  The aggregate offering price for an offering of
securities under this Rule 504, as defined in Rule 501(c),
shall not exceed $1,000,000, less the aggregate offering
price for all securities sold within the twelve months
before the start of and during the offering of securities
under this Rule 504, in reliance on any exemption under
section 3(b), or in violation of section 5(a) of the
Securities Act.

     Facts:  The aggregate offering price for the May 2001
offering was $400,000, of which $134,000 was raised in the
offering.

  During June 2001, we issued 1,250,000 shares to three
shareholders in lieu of services rendered in the amount of
$125,000.  The issuance of shares represented payment to
three consulting companies for marketing and consulting
services including site location and development.  These
stock issuances were made in accordance with Section 4(2)
of the Securities Act of 1933, as amended.  The consulting
companies are sophisticated purchasers.  They were provided
full and complete access to our corporate records, as they
assisted us in the development stage of our Company.  No
brokers or dealers were involved in these transactions and
no discounts or commissions were paid.

  During June 2001, we issued 115,000 shares to four
shareholders who elected to convert promissory notes to
common stock in the amount of $11,500.  These stock
issuances were made in accordance with Section 4(2) of the
Securities Act of 1933, as amended.  No brokers or dealers
were involved in these transactions and no discounts or
commissions were paid.

     The following paragraphs set forth information with
respect to all securities sold by us within the past 14
months without registration under the Securities Act of
1933, as amended (the "Securities Act").  The information
includes the names of the purchasers, the date of issuance,
the title and number of securities sold and the
consideration received by us for the issuance of these
shares.

     The consulting services agreements were made with such
investors that are sophisticated investors based on their
financial resources and knowledge of investments.  They had
access to or were provided with relevant financial and other
information relating to the CareDecision Corporation.
Accordingly, the issuance of shares was exempt from the
registration requirements of the Act pursuant to Section
4(2) of the Act.

     On February 17, 2002, we issued 1,350,000 shares of our
Common Stock to Mark W. Lancaster for consulting services
valued at $155,250.

     On February 26, 2002, we issued 475,000 shares of our
Common Stock to Chaim Drizin for consulting services valued
at $54,625.

     On April 4, 2002, we rescinded an aggregate of
1,935,000 shares of our Common Stock.

     On July 9, 2002, we issued a total of 32,968,863 shares
of its $0.001 par value common stock pursuant to its reverse
merger with Medicius, Inc. whereby each shareholder received
three Company shares for every one Medicius, Inc. share
held.

     On August 1, 2002, we issued 3,000,00 shares of our
Common Stock to Ken Lowman for consulting services valued at
$150,000.

     On August 1, 2002, CareDecision.net, Inc. then elected
to convert its preferred shares into 5,075,000 shares of the
Company's $0.001 par value common stock.

     On August 9, 2002, we issued 2,000,000 restricted
shares of our Common Stock to Barbara Asbell for consulting
services valued at $80,000.

     On September 4, 2002, we issued 950,000 shares of our
Common Stock to Barbara Asbell for consulting services
valued at $38,000.


/72/


     On September 30, 2002, we issued 875,000 restricted
shares of common stock, to CareDecision.net, Inc., for
purchasing the empower care software and the care.net web
domain of CareDecision.net, Inc.

     On September 30, 2002, we issued 1,267,963 restricted
shares of CareDecision Corporation common stock, to Keith
Berman for his retiring his CareDecision Corporation note.

     On September 30, 200, we issued 640,000 restricted
shares of CareDecision Corporation common stock to Robert
Jagunich for his exercising 640,000 warrants at a strike
price of $0.05;



     On September 30, 2002, we issued 2,539,574 restricted
shares of our Common Stock to Paradigm Partners for
consulting services valued at $101,582.96.

     During the nine-months ended September 30, 2002, we
issued 1,725,000 shares of our $0.001 par value common stock
to CareDecision.net, Inc. pursuant to its election to
convert 700,000 shares of the Company's $0.001 par value
preferred stock into common stock.

     During the nine-months ended September 30, 2002, we
issued 6,927,737 shares of our $0.001 par value common stock
to various persons and entities and to note-holders pursuant
to their election to convert $64,288 in convertible debt
inclusive of accrued interest.

     During the nine-months ended September 30, 2002, we
issued 6,340,000 shares of our $0.001 par value common stock
to various individuals and entities for consulting services
valued at $276,056, the fair market value of the underlying
shares on the date of issuance.


     On October 8, 2002 we issued 6,327,737 shares of our
Common Stock as follows:

NAME                                  NUMBER OF SHARES

Anfel Trading                              524,781
Barbara Asbell                             218,057
Michael Belcher                              9,722
Keith Berman                               848,768
Alan Binder                                  5,556
Catherine Dewitt                           726,000
Leon B. Eisikowitz                          38,070
Allen Zev Friedman                         152,250
John Garber                                365,001
Robert Jagunich                            773,768
Marlene Kriger                              38,070
William Lyons                              272,224
Frady Makowsky                              43,395
Joseph Makowsky                             87,015
Benjamin Mayer                             600,000
New York Auto Mall                         217,485
P R Diamonds                                76,125
Sanjay Patel                               122,223
Michael Petras                              66,667
Tom Poff                                     9,722
Jennifer C. Schiffman                      152,250
David Schwartz                             810,000
Shabnam Sharabi                              5,556
Morris Weiss                                61,350
Moshe Williger                              87,015
Leslie Wolf                                 16,667


/73/


     On October 9, 2002, we rescinded an aggregate of
3,350,000 shares of our Common Stock.

     On October 21, 2002, we issued 500,000 restricted
shares of our Common Stock to Robert Koch for consulting
services valued at $20,000.


     On October 21, 2002, we issued 1,500,000 restricted
shares of our Common Stock to Robert Koch for consulting
services valued at $60,000.


     On December 11, 2002, we issued 4,127,093 restricted
shares of our Common Stock to Robert Jagunich for consulting
services value at $165,084.


     On December 13, 2002, we issued 1,000,000 restricted
shares of our Common Stock to Barbara Asbell for consulting
services value at $40,000.

     On December 13, 2002, we issued 2,500,000 restricted
shares of our Common Stock to Wizard Enterprises for
consulting services value at $100,000.

     On December 20, 2002, we issued 1,888,855 restricted
shares of our Common Stock to Wizard Enterprises for
consulting services value at $75,554.

     Should M&E Equities, LLC convert its Medicius Note into
reserved merger shares, those shares shall total a maximum
of seven million five hundred thousand 8,000,000 shares, or
a portion thereof, and shall be valued a the time(s) of
conversion.



      [Balance of this page intentionally left blank.]


/74/


Item 27.  Exhibits

Exhibits. The following is a complete list of Exhibits filed
as part of this registration statement.


Exhibit 3a      Articles of Incorporation - Filed March 2, 2001
                (Rendered as Previously Filed)
Exhibit 3b      Articles of Amendments to Articles of
                Incorporation - Filed May 9, 2001
                (Rendered as Previously Filed)
Exhibit 3c      Articles of Amendments to Articles of
                Incorporation - Filed August 2, 2002
                (Rendered as Previously Filed)
Exhibit 3d      Bylaws of CareDecision Corporation (formerly
                ATR Search Corporation)
                (Rendered as Previously Filed)
Exhibit 10.1    Consulting Agreement with Dailyfinancial.com, Inc.
Exhibit 10.2    Agent's Representation Agreement.
Exhibit 10.3    Robert Jagunich Service Agreement.
Exhibit 10.4    M&E Secured Convertible Revolving Promissory Note Agreement.
Exhibit 10.5    Robert Jagunich Service Agreement.
Exhibit 10.6    Wizard Enterprises Consulting Agreement.
Exhibit 10.7    Wizard Enterprises Consulting Agreement.
Exhibit 10.8    Barbara Asbell Consulting Agreement.
Exhibit 10.9    Program Agreement.
Exhibit 10.10   Paradigm Partners Consulting Agreement.
Exhibit 10.11   Letter of Intent for Plan of Merger.
Exhibit  5      Attorney Legal Opinion and Consent Letter
                (Rendered as Previously Filed)
Exhibit 23      Independent Auditor's Consent


Item 28. Undertakings

1. The Registrant will, during any period in which it offers
or sells securities, file a post-effective amendment to this
registration statement to:

(i)   Include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii)  Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and


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(iii)  Include any additional or changed material information
on the plan of distribution.

2. The Registrant will, for determining liability under the
Securities Act, treat each post-effective amendment as a new
registration statement of the securities offered, and the
offering of the securities at that time to be the initial
bona fide offering.

3. The Registrant will file a post-effective amendment to
remove from registration any of the securities that remain
unsold at the end of the offering.

4. The Registrant will provide to each purchaser, if any, at
the closing certificates in such denominations and
registered in such names to permit prompt delivery to each
purchaser.

5. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that
in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed
in the Act

and is, therefore, unenforceable. 6. For purposes of
determining any liability under the Act, the information
omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant
under Rule 424(b)(1) or (4) or 497(h) under the Act shall be
deemed to be part of this registration statement as of the
time the Commission declared it effective.



                         Signatures

     Pursuant to the requirements of the Securities and
Exchange Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and has duly caused this
Form SB-2 Registration Statement to be signed on its behalf
by the undersigned, there unto duly authorized, in the

City of New York, State of New York on the 28th day of April
2003.


                  CareDecision Corporation




By: /s/ Robert Cox
    ----------------
   President and Director



By: /s/ Keith Berman
    -----------------
   Keith Berman
   Secretary, Treasurer and
   Director


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                      POWER OF ATTORNEY

     Pursuant to the requirements of the Act, the following
persons in the capacities and on the dates indicated have
signed this Registration Statement.  We, the undersigned
officers and directors of CareDecision Corporation hereby
severally constitute and appoint Thomas C. Cook, our true
and lawful attorney-in-fact and agent with full power of
substitution for us in our stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agent in full power and authority to do
and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute or substitutes, any
lawfully do or cause to be done by virtue hereof.

    SIGNATURE                TITLE                     DATE

/s/ Robert Cox        President, Director, and      April 28, 2003
------------------    Chief Executive Officer
Robert Cox








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                        End of Filing