UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 12b-25

                   NOTIFICATION OF LATE FILING

 (Check One)  [X] Form 10-K and Form 10-KSB[ ] Form 20-F [ ] Form 11-K
              [ ] Form 10-Q and Form 10-QSB[ ] Form N-SAR

                  For Period Ended: December 31, 2002

              [ ] Transition Report on Form 10-K
              [ ] Transition Report on Form 20-F
              [ ] Transition Report on Form 11-K
              [ ] Transition Report on Form 10-Q
              [ ] Transition Report on Form N-SAR
                  For the Transition Period Ended: ___________________

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:  N/A

                             PART 1
                     REGISTRANT INFORMATION

Full Name of Registrant:      CareDecision Corporation

Former Name if Applicable:    N/A

              Address of Principal Executive Office

             Street and Number:  2 Penn Plaza, 15th Fl, Suite 1500-53
      City, State and Zip Code:  New York, New York 10121

                             PART II
                     RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
RULE 12b-25(b), the following should be completed.  (Check box if
appropriate)

[ ]      (a)      The reasons described in reasonable detail in Part III of
                  this form could not be eliminated without unreasonable
                  effort or expense;

[X]      (b)      The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or
                  portion thereof, will be filed on or before the fifteenth


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                  calendar day following the prescribed due date; or the
                  subject quarterly report or transition report on Form 10-Q,
                  or portion thereof will be filed on or before the fifth
                  calendar day following the prescribed due date; and

[ ]      (c)      The accountant's statement or other exhibit required by
                  RULE 12b-25(c) has been attached if applicable.

                            PART III
                            NARRATIVE

State below in reasonable detail the reasons why the Form 10-K
and Form 10-KSB, 11-K, 20-F, Form 10-Q and Form 10-QSB, N-SAR, or
the transition report or portion thereof could not be filed
within the prescribed period.  (Attach extra sheets if needed)

The Registrant was unable to file on March 31, 2003, its Annual
Report on Form 10-KSB for the year ended December 31, 2002 ("Form
10-KSB") because the Registrant is awaiting information from
various third parties, which would enable it to properly and
accurately complete the Form 10-KSB.

                             PART IV
                        OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

    Robert Cox              (212)                 292-4959
      (Name)             (Area Code)         (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d)
         of the Securities Exchange Act of 1934 or Section 30 of the
         Investment Company Act of 1940 during the preceding 12 months (or
         for such shorter period that the registrant was required to file
         such reports) been filed?

         If the answer is no, identify report(s).  [X] Yes [ ] No

(3)      Is it anticipated that any significant change in results of
         operations from the corresponding period for the last fiscal year
         will be reflected by the earnings statements to be included in the
         subject report or portion thereof? [ ] Yes [X] No

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the
         reasons why a reasonable estimate of the results cannot be made.

                    CareDecision Corporation
          (Name of Registrant as Specified in Charter)

     Has caused this notification to be signed on its behalf by the
     undersigned hereunto duly authorized.

        Date: March 27, 2003        By: /s/ Robert Cox
              --------------            --------------
                                  Name: Robert Cox
                                 Title: President & CEO


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