10QSB/A 1 caredecision-33104_10qsba.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB/A

(Amendment No. 1)

 

(Mark One) 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended: March 31, 2004

 Or 

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 For the transition period from ____________ to _____________

 Commission File Number: 000-33187

 CareDecision Corporation

(Exact name of small business issuer as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

91-2105842

(I.R.S. Employer Identification No.)

 

 2660 Townsgate Road, Westlake Village, Suite 300, CA 91361

(Address of principal executive offices)

 

 (805) 446-1973

(Issuer's telephone number)

 

 __________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x No o

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

 

Yes o No o

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: 157,170,421

 

 

EXPLANATORY NOTE:

 

* As a result of comments received from the Securities and Exchange Commission relating to another filing, the Registrant is filing this Amendment No. 1 to Form 10-QSB to amend its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004, (the "Original Filing") filed on May 18, 2004, with the Securities and Exchange Commission in order to revise certain financial statement disclosure related to stock issued for services.

 

This Amendment does not amend any other information previously filed in the Original Filing.  The Original Filing is hereby superseded and amended with respect to Items 1 and 2 set forth in this Amendment No. 1.

 

 

2

 

CareDecision Corporation

(a Development Stage Company)

 

Table of Contents

 

Page

PART I - FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements

3

 

 

Consolidated Balance Sheet March 31, 2004 (unaudited)

4

 

 

Consolidated Statements of Operations For the Three Months Ended March 31, 2004 and 2003 (unaudited) and For the Period July 6, 2000 (Inception) to March 31, 2004 (unaudited)

5

 

 

Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2004 and 2003 (unaudited) and For the Period July 6, 2000 (Inception) to March 31, 2004 (unaudited)

6

 

 

Notes to Financial Statements

7

 

 

Item 2. Management's Discussion and Analysis or Plan of Operation

9

 

 

Item 3. Controls and Procedures

14

 

 

PART II - OTHER INFORMATION

 

 

 

Item 6(a). Exhibits

15

 

 

Item 6(b). Reports Filed on Form 8-K

15

 

 

SIGNATURES

17

 

3

 

Part I - Financial Information

 

Item 1. Financial Statements

 

 

 

CareDecision Corporation

(a Development Stage Company)

 

Consolidated Balance Sheet

as of

March 31, 2004 (unaudited)

 

and

 

Consolidated Statements of Operations

for the Three Months Ended

March 31, 2004 (unaudited) and 2003 (unaudited),

and For the Period

July 6, 2000 (Inception) to March 31, 2004 (unaudited)

 

and

 

Consolidated Statements of Cash Flows

for the Three Months Ended

March 31, 2004 (unaudited) and 2003 (unaudited),

and For the Period

July 6, 2000 (Inception) to March 31, 2004 (unaudited)

 

4

 

CareDecision Corporation

(a Development Stage Company)

Consolidated Balance Sheet

(unaudited)

 

 

Assets

March 31,

 

2004

Current assets:

 

 

Cash and equivalents

$

785,247

Accounts receivable, net

 

55,500

Note receivable

 

15,000

Total current assets

 

855,747

 

 

 

Fixed assets, net

 

525,500

 

 

 

Other

 

3,350

 

 

 

 

$

1,384,597

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

Note payable to shareholder

$

117,902

Notes payable

 

50,000

Total current liabilities

 

167,902

 

 

 

Long-term debt

 

751,213

Convertible notes – related party

 

9,400

 

 

 

 

 

928,515

 

 

 

Stockholders’ equity:

 

 

Preferred stock, $0.001 par value, 5,000,000 shares

 

 

authorized, 207,526 shares issued and outstanding

 

208

Common stock, $0.001 par value, 290,000,000 shares

 

 

authorized, 157,170,421 shares issued and outstanding

 

157,171

Additional paid-in capital

 

7,727,798

(Deficit) accumulated during development stage

 

(7,429,095)

 

 

456,082

 

 

 

 

$

1,384,597

  

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

 

5

 

CareDecision Corporation

(a Development Stage Company)

Consolidated Statements of Operations

(unaudited)

 

 

 

July 6, 2000

 

For the three months ended

(inception) to

 

March 31,

March 31,

 

2004

2003

2004

 

 

 

(RESTATED)

Revenue

$ 55,392

$ 500

$ 133,205

 

 

 

 

Expenses:

 

 

 

General & administrative expenses

59,082

38,878

339,337

Payroll expense

80,540

58,881

480,371

Professional fees

238,530

30,570

472,804

Stock-based compensation

485,119

231,000

3,644,207

Software development

69,641

1,000

259,612

Impairment loss on operating assets

111,473

-

1,112,243

Depreciation

33,315

36,377

211,212

Total expenses

1,077,700

396,706

6,519,786

 

 

 

 

Net operating (loss)

(1,022,308)

(396,206)

(6,386,581)

Other income (expense):

 

 

 

(Loss) on debt settlement

(317,136)

-

(422,090)

Interest income

-

560

2,791

Financing costs

(408,255)

-

(408,255)

Interest (expenses)

(9,051)

(10,823)

(214,960)

 

 

 

 

Net (loss)

$ (1,756,750)

$ (406,469)

$ (7,429,095)

 

 

 

 

Weighted average number of common

 

 

 

shares outstanding – basic and fully diluted

138,419,487

82,503,026

 

 

 

 

 

Net (loss) per share – basic and fully diluted

$ (0.01)

$ (0.00)

 

  

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

 

6

 

CareDecision Corporation

(a Development Stage Company)

Consolidated Statements of Cash Flows

(unaudited)

 

 

July 6, 2000

 

For the three months ended

 

(inception) to

 

March 31,

 

March 31,

 

 

2004

 

2003

 

2004

 

 

 

 

 

 

(RESTATED)

Cash flows from operating activities

 

 

 

 

 

 

Net (loss)

$

(1,756,750)

$

(406,469)

$

(7,429,095)

Adjustment to reconcile net (loss) to

 

 

 

 

 

 

net cash (used) by operating activities:

 

 

 

 

 

 

Shares issued for stock-based compensation

 

485,119

 

231,000

 

3,644,207

Shares issued for professional fees

 

162,000

 

-

 

162,000

Shares issued for financing costs

 

423,977

 

-

 

423,977

Shares issued for software development

 

-

 

-

 

34,683

Warrants issued for interest expense

 

-

 

-

 

112,800

Loss on impairment of operating assets

 

111,473

 

-

 

1,112,243

Loss on debt settlement

 

317,136

 

-

 

396,165

Depreciation

 

33,315

 

36,377

 

211,212

Changes in operating assets/liabilities

 

 

 

 

 

 

(Increase) in accounts receivable

 

(55,500)

 

-

 

(55,500)

Decrease in notes receivable

 

35,000

 

1,912

 

(15,000)

(Increase) in other assets

 

(3,350)

 

-

 

(3,350)

Increase in accrued interest related to long-term debts

 

-

 

-

 

47,523

Increase in accounts payable

 

-

 

-

 

4,823

Net cash (used) by operating activities

 

(247,580)

 

(126,569)

 

(1,353,312)