Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Psilos/CareGuide Investment, L.P.
 2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2009		 3. Issuer Name and Ticker or Trading Symbol
CAREGUIDE INC [CGDE]
(Last)
(First)
(Middle)
140 BROADWAY, 51ST FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Member of 13(d) group own >10%
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10005		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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 of Derivative Security: 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   (1)   (1) Common Stock 12,500,000 $ 0.12 (2) D  
Warrant (right to buy) 08/31/2008 01/01/2012 Common Stock 333,333 $ 0.08 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Psilos/CareGuide Investment, L.P.
140 BROADWAY, 51ST FLOOR
NEW YORK, NY 10005		       Member of 13(d) group own >10%

Signatures

/s/ Brian F. Leaf, attorney-in-fact 02/09/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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 at least two thirds of the holders of the Series A Preferred Stock or upon the consummation of certain transactions involving the issuer.
(2) The shares of Series A Preferred Stock are initially convertible into shares of the issuer's common stock on a 5-for-1 basis.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.