SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* PSILOS GROUP PARTNERS II, L.P. (Last) (First) (Middle) 625 AVENUE OF THE AMERICAS, 4TH FLOOR (Street) NEW YORK NY 10011 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/28/2007	3. Issuer Name and Ticker or Trading Symbol CAREGUIDE INC [ CGDE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,191,330(1)	D
Common Stock	3,311,246(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	(3)	Common Stock	2,083,335	$0.12(4)	D(5)

1. Name and Address of Reporting Person* PSILOS GROUP PARTNERS II, L.P. (Last) (First) (Middle) 625 AVENUE OF THE AMERICAS, 4TH FLOOR (Street) NEW YORK NY 10011 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PSILOS GROUP PARTNERS L P (Last) (First) (Middle) 625 AVENUE OF THE AMERICAS, 4TH FLOOR (Street) NEW YORK NY 10011 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of common stock are held of record by Psilos Group Partners II, L.P. Albert S. Waxman, a director of the issuer, is senior managing member of the general partner of each of Psilos Group Partners II, L.P. and Psilos Group Partners, L.P.

2. The shares of common stock are held of record by Psilos Group Partners, L.P. Albert S. Waxman, a director of the issuer, is senior managing member of the general partner of each of Psilos Group Partners II, L.P. and Psilos Group Partners, L.P.

3. The Series A Preferred Stock is convertible into shares of the issuer's common stock at any time at the holder's election and has no expiration date. The Series A Preferred Stock is also automatically convertible into shares of the issuer's common stock upon the election of a majority of the holders of the Series A Preferred Stock or upon the consummation of certain transactions involving the issuer.

4. The shares of Series A Preferred Stock are initially convertible into shares of the issuer's common stock on a 5-for-1 basis.

5. The shares of Series A Preferred Stock are owned of record by Psilos Group Partners II, L.P.

Remarks:

Exhibit List Exhibit 24 - Authorization Letter

	/s/ Brian F. Leaf, attorney-in-fact	12/31/2007
	Brian F. Leaf, attorney-in-fact	12/31/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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