10QSB/A 1 caredecision-63004_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: June 30, 2004

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: 197,905,421

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 June 30, 2004, (the "Original Filing") filed on August 16, 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 The Original Filing is hereby superseded and amended with respect to Items 1 and 2 set forth in this Amendment No. 1.

CareDecision Corporation

(a Development Stage Company)

Table of Contents

	Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements	3

Consolidated Balance Sheet June 30, 2004 (unaudited)	4

Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) and For the Period July 6, 2000 (Inception) to June 30, 2004 (unaudited)	5

Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2004 and 2003 (unaudited) and For the Period July 6, 2000 (Inception) to June 30, 2004 (unaudited)	6

Notes to Financial Statements	7

Item 2. Management's Discussion and Analysis or Plan of Operation	10

Item 3. Controls and Procedures	16

PART II - OTHER INFORMATION

Item 6(a). Exhibits	17

Item 6(b). Reports Filed on Form 8-K	17

SIGNATURES	18

Part I - Financial Information

Item 1. Financial Statements

CareDecision Corporation

(a Development Stage Company)

Consolidated Balance Sheet

as of

June 30, 2004 (unaudited)

and

Consolidated Statements of Operations

for the Three and Six Months Ended

June 30, 2004 (unaudited) and 2003 (unaudited),

and For the Period

July 6, 2000 (Inception) to June 30, 2004 (unaudited)

and

Consolidated Statements of Cash Flows

for the Six Months Ended

June 30, 2004 (unaudited) and 2003 (unaudited),

and For the Period

July 6, 2000 (Inception) to June 30, 2004 (unaudited)

CareDecision Corporation

(a Development Stage Company)

Consolidated Balance Sheet

(unaudited)

Assets	June 30,
	2004
Current assets:
Cash and equivalents	$	715,185
Accounts receivable, net		54,237
Total current assets		769,422

Fixed assets, net		333,915

	$	1,103,337

Liabilities and Stockholders’ Equity

Current liabilities:
Note payable to shareholder	$	10,497
Notes payable		52,250
Total current liabilities		62,747

Long-term debt		721,088
Convertible notes – related party		531

		784,366

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, 197,905,421 shares issued and outstanding		197,906
Additional paid-in capital		8,586,052
(Deficit) accumulated during development stage		(8,465,194)
		318,971

	$	1,103,337

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

CareDecision Corporation

(a Development Stage Company)

Consolidated Statements of Operations

(unaudited)

					July 6, 2000
	For the three months ended		For the six months ended		(Inception) to
	June 30,		June 30,		June 30,
	2004	2003	2004	2003	2004


Revenue	$ 57,550	$ 1,350	$ 112,942	$ 1,850	$ 190,755

Expenses:
Small computer hardware cost	20,095	-	20,095	-	20,095
Wireless network and infrastructure	69,698	-	69,698	-	69,698
computer cost
General and administrative expenses	49,228	45,111	108,310	83,989	388,565
Payroll expense	84,405	63,913	164,945	122,794	564,776
Professional fees	55,325	12,658	293,855	43,228	528,129
Stock-based compensation	503,400	125,000	988,519	356,000	4,147,607
Software development	16,667	2,950	86,308	3,950	276,279
Impairment loss on operating assets	166,955	-	278,428	-	1,279,198
Depreciation	24,630	80,623	57,945	165,652	235,842
Total expenses	990,403	330,255	2,068,103	775,613	7,510,189

Net operating (loss)	(932,853)	(328,905)	(1,955,161)	(773,763)	(7,319,434)
Other income (expense):
(Loss) on debt settlement	(60,000)	(37,094)	(377,136)	(37,094)	(482,090)
Interest income	1,004	1	1,004	561	3,795
Financing costs	-	-	(408,255)	-	(408,255)
Interest (expenses)	(44,250)	(11,981)	(53,301)	(22,804)	(259,210)

Net (loss)	$ (1,036,099)	$ (377,979)	$(2,792,849)	$ (833,100)	$ (8,465,194)

Weighted average number of
common shares outstanding –
basic and fully diluted	194,072,729	84,432,887	166,246,108	83,473,288

Net (loss) per share – basic and fully diluted	$ (0.01)	$ (0.00)	$ (0.02)	$ (0.01)

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

CareDecision Corporation

(a Development Stage Company)

Consolidated Statements of Cash Flows

(unaudited)

						July 6, 2000
	For the six months ended					(inception) to
	June 30,					June 30,
		2004		2003		2004

Cash flows from operating activities
Net (loss)	$	(2,792,849)	$	(833,100)	$	(8,465,194)
Adjustment to reconcile net (loss) to
net cash (used) by operating activities:
Shares issued for stock-based compensation		988,519		356,000		4,147,607
Shares issued for professional fees		293,855		-		293,855
Shares issued for software development		-		-		34,683
Shares issued for financing costs		423,977		-		423,977
Warrants issued for interest expense		-		-		112,800
Loss on impairment of operating assets		278,428		-		1,279,198
Loss on debt settlement		377,136		37,094		456,165
Depreciation		57,945		165,652		235,842
Changes in operating assets/liabilities