U.S. SECURITES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          FORM SB-2/A
                         (Amendment 1)
   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 December 6, 2002.


/1/


                     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)
42,309,081 shares of
Common Stock, $0.001   $0.040 Per Share     $1,692,363.24       $  423.00
par value (3)

640,000 shares of
Common Stock, $0.001   $0.050 Per Share     $   32,000.00       $    8.00
par value (4)

1,267,963 shares of
Common Stock, $0.001   $0.033 Per Share     $   42,266.10       $   10.57
par value (4)

7,500,000 Reserve
Common Stock Merger
shares, $0.001
par value (4)          $0.001 Per Share     $       7,500       $    1.88

-------------------------------------------------------------------------------
Total                                       $ 1,774,129.34      $  443.55
51,717,044 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 September 30, 2002.
  (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 the following shares of our common stock:
       875,000 CareDecision.net (purchase of software);
       2,000,000 Robert Koch (consulting services); and
       2,539,574 Paradigm Partners (consulting services).
  (4)  1,267,963 -Keith Berman (retired his CareDecision
       Corporation note); 640,000 Robert Jagunich (consulting
       services); and 7,500,000 - Reserve Merger Shares.

    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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/2/


                         Prospectus

                  CareDecision Corporation
                        Common Stock

     This is an offering of a total of 51,717,044, shares of
our common stock, par value $.001 by the individuals who are
named under the caption "Security Stockholders."

     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.

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 December 6, 2002.


/3/


                     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.

The Offering

     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 the following
shares of our common stock: 875,000 - CareDecision.net
(purchase of software); 1,267,963 -Keith Berman (retired his
CareDecision Corporation note); 640,000 Robert Jagunich
(consulting services); 2,000,000 Robert Koch (consulting
services); 2,539,574 Paradigm Partners (consulting
services); and 7,500,000 - Reserve Merger Shares.

The Company

     We are headquartered in New York, New York.  We provide
enhanced information technology (IT) to physicians at the
point of clinical decision.

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

     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.





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/4/


                      TABLE OF CONTENTS



                                                             Page

Prospectus Summary                                             4
The Offering                                                   6
Summary Financial Information                                  7
Risk Factors                                                   8
Forward Looking Statements                                    11
Use Of Proceeds                                               11
Dividend Policy                                               11
Market for Common Equity and Related Stockholder Matters
Market Information                                            11
Plan Of Distribution                                          12
Legal Matters                                                 12
Experts                                                       12
Additional Information                                        12
Management's Discussion and Analysis of Financial Condition
and Results of Operations                                     13
Business of the Company                                       15
 Business Overview                                            15
 Industry Overview                                            15
 Review of Products                                           16
 Marketing                                                    16
 The Product Opportunity                                      17
 The Need for Integration                                     17
 Value Proposition                                            18
 Solution & Benefits                                          19
 Competition                                                  21
 Major Customers                                              22
 Point Of Operation                                           22
 Government Regulation                                        22
 Employees                                                    22
 Facilities                                                   22
 Legal Proceedings                                            23
Management                                                    23
Executive Compensation                                        24
Certain Relationships And Related Transactions                24
Security Ownership of Certain Beneficial Owners and
Management                                                    24
Stock Option Plan                                             25
Description of Securities                                     25
Shares Eligible For Future Sale                               26
Security Holders and Recent Financing                         27
Part F/S: CareDecision Corporation, Financial Statements      29


/5/


                        The Offering

Securities offered: 51,717,044-security holder restricted
shares.

Common stock outstanding: 73,864,137.  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.

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.

OTC BB 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.





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/6/


                Summary Financial Information

     The following table sets forth a summary of historical
financial information of CareDecision Corporation from March
2, 2001 (inception) to December 31, 2001 and for the nine
months ended September 30, 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.

                                      March 2,
                                        2001
                                  (inception) to        Nine Months Ended
                                     December 31,          September 30,
                                       2001           2002            2001
                                                   (Unaudited)     (Unaudited)

Statement ofoperations data:
Total revenue                       $ 940,621    $    1,555        $     -
Cost of services                    $ 582,143    $        -        $     -
                                    ----------------------------------------
Gross profit                        $ 358,478    $    1,555        $     -
General and$
administrative expenses             $ 366,709    $  751,323        $ 4,974
Other expenses                      $ 389,107    $  278,812        $     -
                                    ----------------------------------------
Net operating loss                  $(397,338)   $(1,028,580)      $ (4,974)
Other income (expense)              $ (91,412)   $   (88,161)      $     -
                                    ----------------------------------------
Net loss                            $(488,750)   $(1,116,741)      $ (4,974)
Loss per share (basic and diluted): $   (0.03)   $     (0.03)         (0.00)

Weighted average shares outstanding $19,180,000  $33,279,930    $16,100,000





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/7/


                        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 be a disadvantage to our
growth.

     We were incorporated on July 6, 2000, with a principal
business objective to provide enhanced information
technology (IT) for physicians at the point of clinical
decision.  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 CE-based Personal Digital Assistant
("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.

     CareDecision is considered a development stage company
and thus has 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 material adverse effect on our business,
prospects, financial condition and results of operations.

Unpredictability of future revenues, potential fluctuations
in quarterly operating results and seasonality could have a
negative effect on us.

     As a result of our limited operating history and the
nature of the market in which compete, we are unable to
accurately forecast our future revenues.  Our future expense
levels are based largely on our investment plans and
estimates of future revenues and are, to a large extent,
fixed.  Operating results generally depend on the volume of,
timing of and ability to effectuate sales of our
professional services, which are difficult to forecast.  We
may be unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall.
Accordingly, any significant shortfall in revenues in
relation to our planned expenditures could have an immediate
adverse effect on our business, prospects, financial
condition and results of operations.  Further, as a
strategic response to changes in the competitive
environment, we may, from time to time, make certain service
or marketing decisions that could have a material adverse
effect on our business, prospects, financial condition and
results of operations.

     Management anticipates that we may experience
significant fluctuations in our future quarterly operating
results due to a variety of factors, many of which are
outside of our control.  Factors that may adversely affect
our quarterly operating results include (i) the Company's
ability to attract new customers at a steady rate, maintain
customer satisfaction and establish consumer confidence in
our electronic medical information services (e-health); (ii)
our ability to manage fulfillment operations; (iii) the
announcement or introduction of new services by our
competitors; and (iv) the amount and timing of operating
costs and capital expenditures relating to expansion of our
business, operations and infrastructure.  If management does
not properly address these potential operating factors,
should they occur, our business, prospects, financial
condition and results of operations could be negatively
affected.
Our profitability will be directly affected by our
competition.


/8/


     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 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, we 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.  (See "Competition").

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.

     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,
Secretary, Treasurer and Director).  Our performance also
depends on our ability to attract, hire, retain and motivate
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.  The
failure to attract and retain the necessary technical,
managerial, marketing and customer service personnel could
have a material adverse effect on our business, prospects,
financial condition and results of operations.  (See
"Management").

If management does not properly manage growth, our operating
results could suffer.

     Management anticipates that significant expansion will
be required to address potential growth in our customer base
and market opportunities.  Our expansion is expected to
place a significant strain on our management, operational
and financial resources.  To manage any material growth of
our operations and personnel, we may be required to improve
existing operational and financial systems, procedures and
controls and to expand and train our employee base.  There
can be no assurance that management's planned personnel,
systems, procedures and controls will be adequate to support
our future operations, that management will be able to hire,
train, retain, motivate and manage required personnel or
successfully identify, manage and exploit existing and
potential market opportunities.  If the Company is unable to
manage growth effectively, its business, prospects,
financial condition and results of operations will be
materially adversely affected.

Protecting proprietary rights and defending against claims
of infringement could be costly.

     Management regards copyrights, service marks,
trademarks, trade secrets and similar intellectual property
as critical to our success, and intend to rely on trademark
and copyright law, trade secret protection and
confidentiality and/or license agreements with our
employees, customers and others to protect our proprietary
rights.  There can be no assurance that steps, which may be
taken by us to protect our proprietary rights, will be
adequate or that third parties will not infringe or
misappropriate our copyrights, trademarks, trade names and
similar proprietary rights.  In addition, there can be no
assurance that other parties will not assert infringement
claims against us.  We may be subject to legal proceedings
and claims from time to time in the ordinary course of our
business, including claims of alleged infringement of the
trademarks and other intellectual property rights of third
parties by us.  Such claims, even if not meritorious, could
result in the expenditure of significant financial and
managerial resources.  CareDecision is not currently subject
to any legal proceedings.


/9/


The selling security holder shares are being registered for
resale in this registration statement and the sale of such
shares can have a negative effect on the market price of our
common stock.

     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.

Our common stock is a penny stock and subject to the penny
stock rules.  The penny stock rules have numerous
requirements, which make it difficult to purchase our common
stock.

     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.





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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 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
Second Quarter             .13                  .03
Third Quarter              .11                  .03

     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 93 individual
holders and no shares of our preferred stock issued and
outstanding.  There are currently no shares of our common
stock reserved for stock options, nor are their plans to
issue stock options in the foreseeable future.




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/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 may indemnify any underwriter against specific civil
liabilities, including liabilities under the Securities Act.

     We will bear all expenses of the offering of shares of
our common stock by the selling security holders other than
payment that they may agree to make to underwriters.

Legal Matters

     The Company has received a demand letter in the amount of
     $75,000 on behalf of Mrs. Blimie Mendlowitz, who claims she
     is a promissory note holder.  Claims and litigations have
     been threatened against the Company, but a formal complaint
     has not been filed.  If the claim against the company is
     successful, the company will owe $75,000 plus legal fees.
     The Company believes that its chances of prevailing are
     good.

     The Company has received a demand letter in the amount of
     $400,000 on behalf of M and E Equities, LLC, which has
     claimed an Event of Default has occurred due to claims
     arising from Mrs. Blimie Mendlowitz  claims and litigations
     have been threatened against the Company, but a formal
     complaint has not been filed.  If the claim against the
     company is successful, the company will owe $400,000 plus
     legal fees.  The Company believes its chances of prevailing
     are good.

Experts

     Our audited Balance Sheet as at December 31, 2001, and
the Related Statement of Operations and Statement of Cash
Flows of G. Brad Beckstead CPA, independent
certified public accountant, have been included in this
registration statement in reliance upon the report,
appearing elsewhere in this, of Beckstead and Associates,
CPAs, independent certified public accountants, and upon the
authority of said firm as experts in accounting and
auditing.

     Our reviewed Balance Sheet as at September 30, 2002,
and the Related Statement of Operations and Statement of
Cash Flows of Beckstead and Watts, LLP, independent
certified public accountants, for the nine months ended
September 30, 2002 and the period March 2, 2001 (date of
inception) to September 30, 2002 have been included in this
registration statement in reliance upon the report,
appearing elsewhere in this, of Beckstead and Watts, LLP,
independent certified public accountants, and upon the
authority of said firm as experts in accounting and
auditing.

Additional Information

     We have not previously been required to comply with the
reporting requirements of the Exchange Act.  We have filed a
registration statement with the SEC on Form SB-2 to register
the offer and sale of the shares.  This prospectus is part
of that registration statement, and, as permitted by the
SEC's rules, does not contain all of the information in the
registration statement. For further information about us and
the shares offered under this prospectus, you may refer to
the registration statement and to the exhibits and schedules
filed as a part of the registration statement.  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.


/12/


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

Results of Operations for period ended December 31, 2001.

     The financial statements for the year ended December
31, 2001 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 $488,750 for period from
March 2, 2001 to December 31, 2001.  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.



                                              Year ended
                                           December 31, 2001


Revenue                                      $  940,621
Gross Profit                                 $  358,478
General & Administrative Expenses            $  366,709
Research & Development Costs                 $        -
Depreciation and Amortization Costs          $  225,607
Consulting Fees and Organizational Costs     $  163,500
Interest Expense                             $   91,412
Net Income (Loss)                            $ (488,750)
Inventory                                    $        -

     As a newly formed development stage company, we do not
have comparables for the above operating period.

Results of operations for the nine months ended September
30, 2002 and 2001.


                                    Nine-months ended       Nine-months ended
                                   September 30, 2002       September 30, 2001


Revenue                              $     1,555               $         -
Gross Profit                         $     1,555               $         -
General & Administrative Expenses    $   751,323               $     4,974
Research & Development Costs         $         -               $         -
Depreciation and Amortization Costs  $     2,756               $         -
Consulting Fees and Organizational
Costs                                $   276,056               $         -
Interest Expense                     $    88,161               $         -
Net Income (Loss)                    $(1,116,741)              $     (4,974)
Inventory                            $         -               $         -

     As a newly formed development stage company, we do not
have comparables for the above operating period.

Net Income (Loss)

     We had net losses of $1,116,741 or a loss of $0.03 per
share for the nine months ending September 30, 2002. This
loss was due in large part to the merger completed with
Medicius, Inc. in June of 2002.


/13/


Internal and External Sources of Liquidity

     We believe our cash on hand of $349,807 will be
sufficient to fund ongoing fiscal 2002 and 2003 operations
and provide for our working capital needs, however, we have
negative working capital of $129,761.  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.





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/14/


                   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 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 CareDecision
permits the office practice physician to request critical
patient medical and/or medication information via the Web on
a Microsoft Windows CE-based Personal Digital Assistant
("PDA") at, or prior to the point-of-care.

     The system captures and displays the requested
information, and overlays formulaic medical treatment
protocols and medical step therapies, creating not only a
patient specific historical medical chart, but also
suggested treatment alternatives, approved medications and
diagnosis specific protocols.  Utilization of this system by
the practicing physician enhances clinical decision-making,
improves physician productivity, insures formulary
compliance, reduces the cost of healthcare and positively
impacts the care provided to the patient.

     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.

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 silos (paper, mainframes,
and physician legacy systems).  The extraction and sharing
of that information is a time consuming and costly process.
The inefficient access to that essential information results
in hundreds of billions of dollars of unnecessary annual
costs for sub-optimal treatment, adverse drug reactions,
drug formulary non-compliance, unnecessary administrative
overhead, and redundant services and testing.

     Additionally, healthcare remains the last domestic
bastion for reliance 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.


/15/


     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.
Resistance to the transition resides within the physician
office practice.

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 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 only CareDecision has conceived and implemented
the ability to monitor patient treatment plans on a handheld
information appliance.  Management believes our product line
stands technologically and functionally ahead of the field
of handheld medical information systems.

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 a product 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, pharmacies and clinical labs
within a targeted region that provides for system
integration to the product 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.


/16/


     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, 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:

    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;
    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
    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 HIPAA
compliant, this PDA technology is the first to offer legacy-
like applications through its innovative use of PDA
technology.


/17/


    The medical desktop software operates on any Windows 95
or 98 PC in the physician's office, which, in turn, permits
one to eight PDAs to be linked to the medical network.

    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 AI (Artificial Intelligence) 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.

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

    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 2nd generation service companies.
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, if for no other
reason than other companies with second generation products
have so well defined the market and opportunity.  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:

    Review the patient's recent and/or long term medical
     history;
    Check the patient's eligibility to receive services
     from a health plan;
    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;
    Electronically order laboratory tests or radiology
     exams, and review the fulfillment of those orders by
     electronic receipt of the medical test results;


/18/


    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;
    Electronically refer the patient to a medical
     specialist, and retrieve and review any report(s) sent from
     the specialist related to the referral; and
    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.

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


/19/


     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 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.

    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;

    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

    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-


/20/


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.

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, 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:

     Large publicly traded companies: WebMD/Healtheon
     (HLTH), MedicaLogic/Medscape (recently merged into 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.  None of these companies are 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."

     Non-PDA based start-ups and small publicly traded
     companies: CyBear (merged into parent Andrx), Medix
     Resources (MXR), Advanced Health (recently merged) and
     Abaton.com (merged into HBOMcKesson and then shut down) have
     announced some form of connectivity systems that are non-PDA
     based and have, at best, limited numbers of clinical
     installations.

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

     PDA-based start-ups: PatientKeeper Corp. (formerly
     Virtmed), ePhysician and iScribe (recently acquired) 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 first
     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 recently announced financial troubles still has 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 physician users (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.


/21/


     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, the
Company has signed a far ranging alliance 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's products to several east coast based health
plans that insure over five million lives.

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 10 staff employees.
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.  There are 22 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.


/22/


Legal Proceedings

     CareDecision is not currently aware of any pending,
past or present litigation that would be considered to have
a material effect on CareDecision, nor are there claims or
counter claims involving us as a plaintiff or a defendant.
There is no known bankruptcy or receivership issue
outstanding and no known securities law violations.
Additionally, CareDecision has no known legal proceedings in
which certain corporate insiders or affiliates of the issuer
are in a position that is adverse to CareDecision.

                         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        41       President, Director, and
                                Chief Executive Officer
                                Secretary, Treasurer and
                                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.

Committees of the Board

     We presently do not have any committees.





       [Balance of this page intentionally left blank]


/23/


                  Executive Compensation

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

       Annual Compensation                                       Payouts
 ------------------------------------------------------------------------------
                                                        Securi-  Long-     All
                                                        ties     Term     Other
                                      Other    Restri-  Under-   Incen-   Comp-
Name &                                Annual   cted     lying    tive     ensa-
Principal           Salary    Bonus   Compen-  Stock    Options  Plan     tion
Position    Year      $         $     sation   Award(s)   (#)    Payouts   ($)
---------  ------  --------  -------  -------  --------  ------  --------  ----
Robert Cox  2002      0         0        0        0        0        0       0
President,  2001      0         0        0        0        0        0       0
Secretary &
Treasurer


Executive Employment Agreements

     Currently, there are no employment agreements with
executives.

Certain Relationships And Related Transactions

     There have been no 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.

Security   Ownership  of  Certain  Beneficial   Owners   and
Management

     The following table presents certain information as of
September 30, 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 November 21, 2002 there are 73,864,137 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.

                            Common Stock

Name of Beneficial         Number of        % of Beneficial
Owner1,2,3,4               Shares             Ownership

Anfel Trading             4,206,531             5.7
Barbara Asbell            5,483,057             7.4
Keith Berman              8,500,056            11.5
Robert Cox                  653,625              .9
                         ----------           ------
All Directors and        18,843,269            25.5
Executive Officers
as a group (1 person)


  1.   Anfel Trading can be contacted at 505 Park Avenue, New
       York, NY 10022.  The president and principal of Anfel
       Trading is: Jackie Bronner.
  2    Barbara Asbell can be contacted at 7061 Los Coyotes,
       Camarillo, CA 93012.
  3.   Keith Berman can be contacted at 1623 Elmsford,
       Westlake, CA 91361.
  4.   Robert Cox can be contacted at 16 Wood Hollow Lane,
       Fort Salonga, NY 11768.


/24/


Stock Option Plan

     We currently do not have a formal employee stock option
plan.  Our Board of Directors may institute a formal stock
option plan upon the successful conclusion of the offering.

                  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
September 30, 2002, we had issued 73,864,137 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;
  (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.


/25/


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 Interstate Transfer Agent, 874 E. 5900 South, Salt Lake
City, Utah 84107.

               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.

     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]


/26/


            Security Holders and Recent Financing

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

     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.

     The following table lists the shares that were
distributed pursuant to the merger agreement.


                                      MAXIMUM AMOUNT
                                      TO BE OFFERED FOR     AMOUNT OWNED
                       AMOUNT OF      SECURITY HOLDER'S     AFTER OFFERING
     INVESTOR         INVESTMENT 1       ACCOUNT 2          IS COMPLETED 3
    ---------        ------------    ------------------    ---------------
  Anfel Trading       $168,261.24       4,206,531             4,206,531
  Asbell, Barbara      $81,322.28       2,033,057             3,983,057
  Belcher, Michael      $2,488.88          62,222                62,222
  Berman, Keith       $289,283.72       7,232,093             8,500,056
  Binder, Alan          $1,422.24          35,556                35,556
  CareDecision .net    $35,478.32         886,958             1,761,958
  Cox, Robert          $26,145.00         653,625               653,625
  CRS, LLC             $42,000.00       1,050,000             1,050,000
  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       $4,522.80         113,070               113,070
  Friedman, Allen Zev  $18,890.04         472,251               472,251
  Garber, John        $110,782.44       2,769,561             2,769,561
  Goldner, Ari         $17,184.00         429,600               429,600
  Jagunich, Robert     $33,000.00         825,000             1,465,000
  Kernochan, William   $30,000.00         750,000               750,000
  Kriger, Marlene       $4,722.84         118,071               118,071
  Lyons, William      $111,688.96       2,792,224             2,792,224
  Makowsky, Frady       $5,393.40         134,835               134,835
  Makowsky, Joseph     $10,795.80         269,895               269,895
  Maye,r Benjamin      $39,831.48         995,787               995,787
  Mendlowitz, Moshe   $110,400.00       2,760,000             2,760,000
  Mund, Sharon          $7,555.52         188,888               188,888
  NY Auto Mall         $26,984.16         674,604               674,604
  Patel, Bharat K.      $1,500.00          37,500                37,500


/27/


  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,        $45,381.44       1,134,536             1,134,536
  Pazderik, Dennis      $1,500.00          37,500                37,500
  Petras, Michael      $17,066.68         426,667               426,667
  Poff, Tom             $2,488.88          62,222                62,222
  P. R. Diamonds        $9,045.00         226,125               226,125
  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      $1,422.24          35,556                35,556
  Weinstein, David     $20,790.00         519,750               669,750
  Weiss, Morris         $4,053.96         101,349               101,349
  Williger, Moshe      $10,795.80         269,895               269,895
  Wolf, Leslie          $4,266.68         106,667               106,667
                    -----------------------------------------------------
              TOTAL $1,475,780.28      36,894,507            41,777,470

Footnotes:

(1) Consideration for Medicius shares at $0.04 per share.

(2) The conversion has been calculated based on the maximum
number of shares the investors can receive in accordance
with the merger agreement.

(3) Total amount of shares held by the investor.

(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; Paradigm Partners - Gary Gordon;
and P. R. Diamonds - Pincus Reisz.

     On September 2002, we entered into a consulting
agreement with Robert Jagunich.  Pursuant to the consulting
agreement Mr. Jagunich is to receive 640,000 free trading
shares of CareDecision Corporation for consideration of
$32,000.

     On September 2002, for the consideration of 875,000
restricted shares of our Common Stock, we purchased the
empower care software and the care.net web domain of
CareDecision.net, Inc valued at $35,000.

     Keith Berman retired his CareDecision Corporation note
on September 30, 2002, valued at $42,266.10, interest
included, for 1,267,963 restricted shares of our Common
Stock.

     In September 30, 2002, we issued 2,000,000 restricted
shares of our Common Stock to Robert Koch for consulting
services valued at $80,000.

     In 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.

     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 7,500,000 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 51,717,044.


28


  Part F/S: CareDecision Corporation, Financial Statements







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


                      Table of Contents

                                                               Page
         Independent Accountant's Review Report                  31

         Consolidated Balance Sheet September 30, 2002           32
         (unaudited)

         Consolidated Statements of Operations For the Three     33
         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      34
         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                         35 - 37


/29/


                  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)


/30/


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


/31/


                         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
                                                           =============



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


/32/


                         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)
                        =========    ======   =======   =======



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


/33/


                         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
                                      ==========  ==========     ============



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


/34/


                  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.


/35/


                  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.


/36/


                  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.


/37/


                      TABLE OF CONTENTS


                                                                PAGE

INDEPENDENT AUDITOR'S REPORT                                     39

CONSOLIDATED BALANCE SHEET                                       40

CONSOLIDATED STATEMENT OF OPERATIONS                             41

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY        42

CONSOLIDATED STATEMENT OF CASH FLOWS                             43

NOTES TO FINANCIAL STATEMENTS                                 44 to 49


/38/


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


/39/


                          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
                                                           ============



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


/40/


                          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)
                                                        ==============



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


/41/


                           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



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


/42/


                     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
                                                        ==============



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


/43/


                   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.


/44/


                   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.


/45/


                   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.


/46/


                   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.


/47/


                   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.


/48/


                   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.


/49/


      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
of a quorum consisting o directors who were not parties to
act, suit or proceeding; (c) If a majority vote of a quorum


/50/


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                 $   5,000.00
        Legal Fees and Expenses                      $   5,000.00
        Printing Expenses                            $   2,000.00
        Blue Sky Qualification Fees and Expenses     $       0.00
        Transfer Agent's Fee                         $   1,000.00
                                                     ------------
             TOTAL                                   $  13,474.69


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


/51/


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.

     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:


/52/


     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.

     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.


/53/


     On March 6, 2002, we issued 1,350,000 shares of our
Common Stock to Mark W. Lancaster for consulting services
valued at $155,250.

     On March 6, 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.

     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 2,000,000 restricted
shares of our Common Stock to Robert Koch for consulting
services valued at $80,000.

     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.

     On October 8, 2002 we issued 6,327,737 shares of our
Common Stock.

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

     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 7,500,000 shares, or
a portion thereof, and shall be valued a the time(s) of
conversion.

      [Balance of this page intentionally left blank.]


/54/


Item 27.  Exhibits

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

Exhibit  3a   Articles of Incorporation
              (Rendered as Previously Filed)
Exhibit  3b   Articles of Amendments to Articles of Incorporation -
              (Rendered as Previously Filed)
Exhibit  3c   Articles of Amendments to Articles of Incorporation -
              (Rendered as Previously Filed)
Exhibit  3d   Bylaws of CareDecision Corporation
              (formerly ATR Search Corporation)
              (Rendered as Previously Filed)
Exhibit  5    Attorney Legal Opinion and Consent Letter
Exhibit 23    Independent Auditor's Consent
              (Rendered as Previously Filed)

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

(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.


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                         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 6th day of
December 2002.


                  CareDecision Corporation



    /s/ Robert Cox
By: --------------
    Robert Cox
    President, Secretary,
    Treasurer, Director, and
    Chief Executive Officer



                      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,              December 6, 2002
--------------        Director,               -----------------
Robert Cox            Chief Executive
                      Officer,
                      Secretary and
                      Treasurer



                        End of Filing


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