UNITED  STATES
                       SECURITIES  AND  EXCHANGE  COMMISSION

                           WASHINGTON,  D.  C.  20549

                              FORM  10-QSB/A
 (  X )     QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

               For  the  Quarterly  Period  Ended          March  31,  2004

(   )     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

               For  the  Transition  Period  From  ___________  to  ____________


                        COMMISSION  FILE  NUMBER:   333-57780


                              INTERCARE DX, INC.
                             ----------------------
             (Exact  Name  of  Registrant  as  Specified  in  its  Charter)

              CALIFORNIA                                   95-4304537
    -------------------------------               ------------------------
    (State  of  Other  Jurisdiction  of                  (I.R.S.  Employer
    Incorporation  or  Organization)               Identification  Number)

        900  WILSHIRE  BOULEVARD,  SUITE  500,  LOS  ANGELES,  CALIFORNIA  90017
        ----------------------------------------------------------------
                    (Address  of  Principal  Executive  Offices)

                                 (213)  627-8878
        ----------------------------------------------------------------
              (Registrant's  telephone  number,  including  area  code)

                                       N/A
        ----------------------------------------------------------------
    (Former  name,  former address and formal fiscal year, if changed since last
                                     report)

Indicate  by  check  mark  whether  the  Registrant  (1)  has  filed all reports
required  to  be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934  during  the  preceding  12 months and, (2) has been subject to such filing
requirements  for  the  past  90  days.     Yes  (  X  )   No   (    )

As of March 31, 2004,  InterCare DX,  Inc.,  Registrant had 14,293,403 shares of
its no par value common stock outstanding. There is currently  no  public market
 for  this  stock.














                                        Page 1 of 13 sequentially numbered pages
                                                                     Form 10-QSB
                                                              First Quarter 2004

                                 InterCare DX,  Inc.


                                      INDEX


                                                                         PAGE
                                                                         ----


PART  I.  FINANCIAL  INFORMATION

      Item 1   Financial Statements

          Balance  Sheets  -  March  31,  2004                             2

          Statements  of  Operations  for  the  Three  Months
          Ended  March  31,  2004                                          3

          Statement  of  Cash  Flows  for  the  Three  Months
          Ended  March  31,  2004                                          4

          Notes  to  Financial  Statements                               5-7

          Company  Overview                                                8

     Item 2   Management's Discussion and Analysis  of  Financial  Condition
          and  Results  of  Operations                                    16

     Item 3    Controls and Disclosure                                    18

PART  II   OTHER  INFORMATION

     Item 1    Legal proceedings                                          19
          Additional  Information                                         19

          Signature                                                       19



























                                           2
<PAGE>


                             InterCare DX,  Inc

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                    Balance Sheet As At March 31
                                                       2004                2003
                                                      ======             ======

ASSETS
<S>                                                 <C>                <C>
Current assets
    Cash                                             $      437        $      396
    Accounts Receivable (Note 1 )                     1,386,350         1,386,350
    Less: Allow for Doubtful Accounts                         0                 0
    Inventories and other current assets                 52,211            52,211
                                                      -----------       ----------
Total Current Assets.. . . . . . . . . . . . . . . .  1,438,998         1,438,957
                                                      ===========       =========
Property, Plant, and Equipment
    Net Accumulated Depreciation (Note 1). . . . . .          0                 0

Other Assets
    Deferred Public Offering Costs                        65,332           65,332
                                                       -----------     ----------
           Total  Assets                               1,504,330        1,504,289
                                                       ===========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 1) . . . . . . . . . . .  $ 1,574,832        1,314,945
                                                       -----------      ---------
           Total Current Liabilities  . . . . . . .    1,574,832        1,314,945
                                                       ------------     ----------
Long term liabilities          . . . . . .. . . . .       64,888           72,488
                                                       -----------     ----------
           Total Liabilities  . . . . . . . . . . .    1,639,720        1,387,432
                                                       -----------     -----------
Liabilities and Stockholders' Equity

Stockholders'  Equity

    Common stock (100,000,000 shares authorized
    no par value ; 12,242,792  shares issued and
    outstanding as at March 31, 2003 and 14,242,792
    as at March 31, 2004 (Note 2) . . . . . . . . . . .  710,078          710,078
    Accumulated Deficit                                 (845,467)        (593,221)
                                                        ----------     ------------
           Total Stockholders' Equity . . . . . . .     (135,389)        (116,857)
                                                      ------------     ------------
Total Liabilities & Equity. . . . . . . . . . . .    $ 1,504,331        1,504,289
                                                       ============    ============

</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




                                           3
<PAGE>

                            InterCare DX,  Inc.
                       Consolidated Statement - Unaudited

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


                           For  the  Three Months ended  March 31,

                                         2004             2003
                                       ======            =====
<S>                                   <C>           <C>
Revenues  . . . . . . . .               $  -          $     -
Less: Cost of Revenues .                   -                -
                                       ---------      ---------
          Gross Margin .                   -                -

Operating Expense. . . .                43,622            105,216
                                       ----------        --------
          Net Income . .              $(43,622)        $ (105,216)
                                        =========       ========

Weighted average number of shares     13,184,750        11,621,396
Weighted average earnings per share    $(0.003)          $ (0.009)


</TABLE>


































SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                          4
<PAGE>
                             InterCare DX,  Inc
..

                             STATEMENT OF CASH FLOW

                                    UNAUDITED

<TABLE>
<CAPTION>

                                           For the Three Months  ended March 31,

                                                             2004          2003
                                                             ====          ====
<S>                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . . . . . . . .     $(43,622)     $ (105,216)
      Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation Expense                                      -              -
     (Increase) Decrease in
      Accounts receivables . . . . . . . . . . . . .           -               -
      Inventories. . . . . . . . . . . . . . . . . .           -               -
      Increase(Decrease) in
      Accounts payables. . . . . . . . . . . . . . .       34,534           85,994
                                                          --------        --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . .       (9,088)         (19,222)

CASH FLOW FROM FINANCING ACTIVITIES
     Proceeds from long term debt. . . . . . . . . .        9,000           16,688
                                                          --------        ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . .        9,000           16,688

     Increase (Decrease) in cash . . . . . . . . . .          (88)          (2,534)
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .          525            2,930
                                                        -----------     ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $       437        $     396
                                                        ===========     ==========

</TABLE>























SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                           5
<PAGE>
The  accompanying  notes  are  an  integral  part  of  this  statement.


                            InterCare DX, Inc.

                        Notes to the Financial Statements

Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

InterCare DX,  Inc., is an innovative software products development and services
company,  specializing  in  developing  healthcare  management  and  information
systems  solutions. The  company  markets  and  resells  the  InterCare Clinical
Explorer (ICE(tm), which is designed to integrate every aspect of the healthcare
Enterprise.

Estimates

The preparation of financial  statements in  conformity  with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and  disclosures.  Accordingly,  actual  results
could  differ  from  those  estimates.

Account Receivable

The Company recognizes account receivable to the extent that  revenues have been
earned, and collections are reasonably assured.

Inventory

Inventories  consists of purchased computer and software products, stated at the
lower  of  cost  or market. Cost is determined by the first-in, first-out (FIFO)
method  of  valuation.

Property and Equipment

Property  and equipment is recorded at cost. Maintenance and repairs are charged
to  expense  as  incurred.  Major renewals and betterments are capitalized. When
items  of  property  are  sold  or  retired,  the  related  cost and accumulated
depreciation  is  removed  from  the  accounts  and  any  resultant gain or loss
is  included  in  the  results  of  operation.

Capital assets are depreciated by the straight-line method over estimated useful
lives of the related assets, normally  five (5) to seven (7)  years.

Property  and  equipment  consists  of the following as of March 31, 2004 and
2003:
<TABLE>
<CAPTION>
                                                  2004            2003
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,770      $68,770
Less:  Accumulated  Depreciation                   68,770       68,770
                                                 -------       -------
                                                  $     0      $     0
                                                 ========      =======
</TABLE>


Advertising

The  company  has  the  policy of expensing advertising costs as incurred. There
were  no  advertising  costs charged to expense for the quarter ended March 31,
2004.

                                           6
<PAGE>
Stock-based Compensation

Non  Employee  Stock-based  compensation   plans   are  recorded  at fair value
measurement  criteria as described in  SFAS  123, "Accounting for Stock-Based
Compensation", and  EITF  96-18,  "Accounting  for  Equity Instruments That are
issued to other than employees for acquiring, or in conjunction with selling of
Goods or Services"

Employee  Stock-based  compensation plans are accounted for, using the intrinsic
value   method  prescribed  in  Accounting  Principles  Board  Opinion  No.  25,
"Accounting for  Stock  issued  to  Employees".  Under this method, compensation
cost is recognized  based on the excess of the fair value at the grant dates for
awards under those plans, as determined  by  the  Company's  officers  and
directors.

Recognition of Revenues.

Revenues  from  sale  of  software  are  recorded  upon  delivery  and
installation of  software  at  customer  sites.  The company provides a limited
amount  of  post-contract  customer  support  (PCS)  at  no  additional  charge
Pursuant to SOP  97-2, the value of the  PCS component of any sale is estimated
based on vendor specific evidence of fair value (i.e. catalogue price).

Revenues in respect of the value of the PCS, are recognized as  earned  ratably
over the PCS period (generally  90  days).

The  company provides software implementation and professional services for all
its  enterprise  software  sold   to  its   clients  on  a  contractual  basis.

Professional services are  billed  on either an hourly rate or flat rate basis,
and revenues recognized ratably over the  service  period,  or  upon completion
of related services.

Reimbursable  expenses incurred on  behalf  of  the  customer are billed to the
customer, and  credited  against  the  applicable  expense.

The  customer  has  the option to purchase an implementation services from  the
Company. Revenues  from  implementation  services  contracts  are  deferred and
recognized as earned as services are performed in contracts with hourly billing
terms; and as related services are performed or expiration  of the terms of the
contract in  flat rate contracts.

The  customer  has  the  option  to  purchase  a  maintenance contract from the
Company.  Revenues   from   maintenance  component  are  deferred  and  brought
recognized income ratably over the maintenance service period. Currently, there
are no  such contracts in existence. The Company's proposed maintenance charges
as based  on  vendor  specific  evidence of fair value.

Software Development Cost

Software development costs are charged to current operations

Fair  Value  of   Financial  Instruments  and  Concentration  of  Credit  Risk.

The  carrying amounts of cash, receivables, and accrued liabilities approximates
fair  value  because of the immediate or short-term maturity  of these financial
instruments.

Deferred  Costs   Related  To  Proposed  Public  Offering.

Costs  incurred  in connection with the proposed public offering of common stock
have  been  deferred  and  will  be  charged  against capital if the offering is
successful  or  against  operations  if  it  is  unsuccessful.


                                         7
<PAGE>

The  estimated  expenses  of  this  offering in connection with the issuance and
distribution  of  the  securities  being registered, all of which are to be paid
by  the  Registrant,  excluding commissions and fees payable to the Escrow Agent
and  broker/dealers  are  as  follows:
<TABLE>
<CAPTION>
<S>                                                             <C>
Registration  Fee                                                $ 6,600.00
Legal  Fees  and  Expenses                                        42,233.59
Accounting  Fees  and  Expenses                                    5,750.00
Printing                                                           7,077.00
Miscellaneous  Expenses                                            3,671.00
                                                                  ---------
         Total                                                   $65,331.59
                                                                  ==========
</TABLE>

Basic and Diluted Net  Loss  Per  Common  Share.

In  accordance  with  SFAS  No.  128, "Computation of Earnings Per Share," basic
Earnings/(loss) per share is computed by dividing the  net earnings available to
Common  stockholders  for  the  period  by the weighted average number of common
shares  outstanding  during  the  period.

For  purposes of  computing  the  weighted  average number of shares, all  stock
issued with  regards to the founding of the Company is  considered to be  "cheap
stock"  as  defined  in  SEC Staff  Accounting  Bulletin  4D  and  is  therefore
counted  as outstanding for  the  entire  period.

Common  equivalent shares, consisting of incremental common shares issuable upon
the  exercise  of  stock options and warrants are excluded from diluted earnings
per share  calculation  if  their  effect  is  anti-dilutive.

NOTE  2. RECENT  EVENTS

On May 1, 2004 the  Company  issued  a  private placement memorandum to raise up
to $750,000. This offering is still  on going. The use of proceed is for product
release and other corporate purposes.


























                                           8
<PAGE>
                          InterCare DX, Inc.

                          Business Overview

InterCare  DX,  Inc.  formerly  known  as InterCare.com dx,, is organized in the
State of California. We are an innovative software products and services company
specializing  in  providing  healthcare  management  and  information  systems
solutions,  with  our  main office located at 900 Wilshire Blvd., Suite 500, Los
Angeles,  California,  USA,  and  international  partners  located worldwide. In
business  since 1991, we have created, published, and marketed software products
embedded  with  sound, text and video for the purpose of relaxation training and
stress  management.  We  have  also  developed  Internet-ready  applications for
healthcare transactions management as well as medical and health-related content
and information targeted toward the education, consumer, and healthcare industry
markets.

Our  Products  and  Services

InterCare Clinical Explorer (ICE ), is the latest product developed by InterCare
DX,  Inc.,  an  innovative  enterprise  level clinical documentation application
designed  to integrate virtually all aspects of the health care enterprise, both
inpatient  and  outpatient.  ICE(tm)'s  extensive,  scalable  system flexibility
allows  its  adaptation  to  clinical  workflow,  operating  independently  in
centralized  and  decentralized facilities. The program features intuitive order
entry,  "tapering"  orders,  a  clinical  knowledge base, digital video enhanced
patient  education,  real-time  electro-physiological  data capture and display,
voice  command  and  recognition, a digital dictation module, and numerous other
capabilities  to complement and document the diagnostic and treatment processes,
including  unlimited free-text notes. We have signed partnership and/or reseller
agreements  in  place  to  utilize,  or  have plans to incorporate the following
third-party  products  and/or  technology  into  ICE(tm)  :

The strength of ICE application is derived from differentiated core technologies
consisting  of:  Mainstream  SQL  Database  with  full  open architecture; human
anatomy   and   graphical   user  interfaces  that  simplify  documentation  and
information  access; data mining and data query tools; end-user  tool  sets; and
interface capabilities to facilitate peaceful  coexistence  with  other systems.

Benefits  of  ICE(tm)  Products  to  Healthcare  Payors  and  Providers include:

Point  of  Care  Documentation

Applications  enabling  all  care  providers  (e.g.  physicians,  nurses,  PA's,
technologists,  therapists,  dieticians,  etc.)   to  document   objective   and
subjective  patient  data  at  the  point-of-care  in  a  manner  that  enhances
compliance,   reduces   time,   enhances   communications,   controls   resource
utilization  and  enhances  revenue  generation.

Order  entry  and  results  reporting

Simplified multi-disciplinary communication of orders, referrals, consultations,
notes  and  retrieval  of  results  including  Laboratory,  Radiology, Pharmacy,
Respiratory  Therapy,  Dietary,  Physiotherapy,  Nursing  and  the  like.

Imaging  and  general  archiving

On-line  viewing,  manipulation  and  annotation of digital images and documents
such as  X-rays,  CAT  Scans, MRIs, Ultrasounds, digitized images, scanned paper
documents, etc. This  is  particularly  important  in  emergency and urgent care
settings  where  speed and  provider  viewing  and  interpretation  is needed to
enhance  care  delivery. This  is  the  foundation  for an integrated healthcare
delivery  system,  using  both  Local  and  Wide  area  networks.



                                       9
<PAGE>
Multi-disciplinary  Clinical  decision  support

Provision of advanced clinical functionality including protocols, pathways, care
standards  and  templates that facilitate care management, resources control and
outcome  management.

Clinical  workflow  and  productivity  management

Personal  desktop that organizes individual user tasks, simplifies follow up and
documentation requirements, improves workflow, facilitates quality assurance and
management  intervention  in  order  to  make  better  use  of  time.

Care  provider  communication  management

On-line, simplified message routing and communication that interfaces to e-mail,
voice  mail  and  like  systems to enhance coordination and follow up among care
providers.

Central  Data  Repository

Aggregation  of  all patient-centric  data in the enterprise from all legacy and
newer information systems, including Registration, ADT, lab, radiology, pharmacy
PACS,  departmental  systems  and  ICE(tm).

Medical  knowledge  base  /  lexicon

ICE  Clinical  Observation  Language  (ICOL(tm))
--------------------------------------------
There  is  no  single  published  or  accepted language that comprehensively and
logically describes the discrete facts about a patient's clinical condition that
can  be used scientifically to create a standardized methodology for analyzing a
myriad  of  clinical  observations, interventions and outcome in medicine, hence
the  development  of  ICE  Clinical  Observation Language vocabulary (ICOL). The
unique  feature of ICOL is that it is made up of short phrases that could be
plugged-in  to  a note without any modification, or joined with other phrases in
the ICOL knowledge base to form a complete sentence.  Developed by the InterCare
team  of  clinical  experts,  ICOL  contains  over  50,000  phrases and clinical
terminology which are linked to over 200,000 clinical terms and codes that could
be  customized  or  used  as-is  to generate a research-quality outcome measures
without  compromising  the  quality  of clinical documentation and patient care.
ICE  Clinical Observation Language (ICOL) provides the corroborating 'glue' that
ties together the outcomes, diagnoses, interventions, procedures, activities and
patient  responses  to care delivery into the complete scientific, granular, and
comparable  clinical  content.

When  a  significant  number  of  patient encounters are recorded using the same
clinical  vocabulary,  the  value  of  the  resulting  clinical  information  is
profound.  Use  of this data will facilitate unprecedented and rapid improvement
in  the consistency and quality of care delivery for an individual patient. This
capability  will  be  facilitated  by the ability to accurately and consistently
measure  and  improve patient outcomes in response to care rendered while at the
same  time  reducing  the  cost.  ICE(tm)  clinical  documentation  provides the
necessary  granularity  and  consistency  in  the  recording  of  patient health
observations  required  for  this  process  to  work.

Summary  of  the  languages  implemented  and  supported  in  ICE(tm)  are:

-     International  Classification  of  Diseases  (ICD-9-CM)
-     Alternative  Complementary  Therapy  Code  (ABC  code)
-     CPT
-     Nursing  Interventions  Classification  (NIC)
-     Nursing  Outcome  Classification  (NOC)
-     NANDA
-     ICE  Clinical  Observation  Language  (ICOL(tm))
-     DSM-IV
                                           10
<PAGE>
-     Other  Third  party  clinical  libraries

We  are currently reviewing language from SNOMED and are evaluating inclusion of
language  from  LOINC,  the  Read  Codes,  and  other  UMLS component languages
Patient  Care  Plans
--------------------
The  ICE  system  incorporates  a  vast  vocabulary of standardized languages to
facilitate  the  Patient Care Planning process. An unlimited number of Care Plan
Templates  can  be created for retrieval to establish an individual Patient Care
Plan.  The  Patient  Care  Plan  can then be personalized as required. Languages
available  for Diagnoses, Procedures and Interventions, Activities, and Outcomes
in  ICE  Care  Plans  include  ICOL  ,  ICD-9,  CPT,  NANDA,  NIC, NOC etc. User
customizable labels can also be added as required, via the knowledge base set-up
module.

Patient  Outcome  Management
----------------------------
 "Outcome" is probably one of the most widely used and most poorly defined terms
in  health  care  today.  In  most  cases  the  term  is  used  generically  and
subjectively  to describe the results of patient care. Unfortunately the current
measurement  system  is  inconsistent and at much too high a level to facilitate
clear  comparative  measures  that  will  result  in  better  patient  care.

Outcomes  in  ICE  are  not  only an underlying basis for managing the goals and
results  of  care  delivery,  they  are  scientifically  measured.  This  unique
capability is made possible through the use of ICE Clinical Observation Language
combined with comprehensively researched and published outcome languages such as
(NOC).

ICE  collects  and  aggregates  data  with  complete  confidentiality  for  all
concerned,  via  the  Clinical Knowledge Base. Using proprietary database design
techniques,  ICE creates a dynamic linkage between confidential patient data and
the  Clinical  Knowledge  Base.

Management  Guidelines  and  Regulatory  Compliance
---------------------------------------------------
ICE conforms to the standards for clinical documentation. Any organization using
ICE  increases  their  ability  to  comply  with  regulations  applicable  to
comprehensive  clinical documentation for patient assessment, care coordination,
outcome  achievement,  and  quality  improvement.

The  DRG  system implementation in hospitals reduced care costs for a few years.
Hospital  costs  are  increasing  again  with  little data available to document
improvement in outcomes. To prevent similar trends in the future, the Center for
Medicare  and Medicaid Services (CMS) has already implemented cost reduction and
quality  improvement  requirements simultaneously to protect patient outcomes in
certain  care  delivery  settings.

This  approach,  which  includes  fixed  reimbursement  for  specific  patient
conditions  and which requires outcome reporting to electronically accompany all
claims submitted for payment, is the blueprint for the future in all health care
settings.

Legal  Liability/Mal-practice  Insurance Companies  Providers face many forms of
legal  liability,  with  focus  in  four  major  areas:
-     Complete  and  accurate  clinical  documentation
-     Providing  the  care  for  which  they  are  billing
-     Delivering  care  that  is  appropriate  to  the  patient's  condition
-     Managing  the  balance  between  professional  responsibility  and  payer
      limitations.

The most critical success factor in all areas of liability is accurate, complete
and  retrievable  clinical documentation. Providers must be able to produce such
clinical  documentation  or  face  serious  consequences. The documentation must
demonstrate  that  the  patient's  condition  was  thoroughly assessed, that the
                                           11
<PAGE>
problems  being treated were clearly identified, that the care plan specifically
addressed  those  problems,  and  that  the  patient's  status  was  continually
evaluated.

HIPAA  further  requires that, upon request, the patient must be provided with a
legible,  complete and understandable copy of their medical record. ICE can help
clinicians  and other Healthcare providers limit their liability and avoid legal
sanctions  that  potentially  could  result from poor clinical documentation and
incomplete  medical  records.

Bi-directional  legacy  integration  middleware

Data  exchange  in real-time between ICE(tm)  and  legacy systems to  facilitate
data  merging,  data  normalization  and  information  consolidation.

Real-time  Electrophysiological  and  Clinical  Data  Acquisition
InterCare  has  obtained  a  developers  license  from QRS Diagnostics, inc., to
integrate their Medic Software application into ICE(tm), thus making it possible
to  add  such medical diagnostic data as ECG, Temperature, Weight Spirometry and
Pulse-oximetry  into  ICE(tm)  database  real-time.

Data  discovery,  mining  and  analysis

Suite  of  ad-hoc,  programming  free  tools, enabling novice users experimental
"cruising"  of  all  enterprise  data  in  real-time.

InterCare's  ICE(tm)   software  operates  over  a  customizable  and  highly
adaptable  operating  environment.  ICE(tm)  is  designed  to  concurrently
serve  all  care  providers  throughout  the  continuum-of-care  from  acute and

long-term  care  to  ambulatory  and  home  health  care:

-       The  various  medical  professions  (i.e.  physician, nurse, therapists,
        technologists,  dietician,  etc.)
-       The  various medical specialties (i.e. Primary care, OB/Gyn, Pediatrics,
        Surgery,  etc.)
-       The  various facility types (i.e. acute care, ambulatory care, long term
        care  and  home  care)

ICE(tm)  can  seamlessly  integrate  with  legacy  systems  (utilizing  any
off- the- shelf interface  engine)  through  both  HL7  and  proprietary  legacy
interfaces. A 12-tier  security paradigm offers industry leading confidentiality
and  control of information. Security "behavior" rules are fully configurable by
privileged system  administrator(s), without programming, through the underlying
knowledge  bases.  ICE(tm)'s  embedded  security  will  be  fully  HIPAA (Health
Insurance Portability and Accountability  Act of 1996 ) compliant when the final
rulings are  released,  and  supports  data  compartmentalization  down  to  the
level  of  specific  value  in  any  data  field.

Industry  Trend

On  July  1, 2003 Department of Health & Human Services Secretary Tommy Thompson
announced  at  the  National  Healthcare  Informatics  Infrastructure meeting in
Washington, DC, that, under a contract signed by the College of Pathologists and
the  National  Library of Medicine, SNOMED will now be available at no charge to
those  within  the  United  States.

On  December  10,  2003,  in  Great Britain, the British National Health Service
(NHS)  announced  that is awarded contracts to various health information system
vendors  to  facilitate  the  design and implementation of a bold plan that will
ensure  that  patients  will  have  their  own individual electronic health care
record  in  the  NHS  by  2010.  Electronic  files will ensure that all relevant
information on patients will be accessible anywhere in the NHS when treatment is
being  given.  Health  professionals will have fast access to the patient's full
medical  history,  significantly reducing the risk of mistakes. To date, the NHS
                                           12
<PAGE>
has  awarded  the  following  contracts:

<Table>
<Caption>
      Recent Contracts Awarded for Electronic Health Records in UK
<S>                 <C>                                              <C>
Company               Contract                                         Amount (Pounds)

British Telecom          A 10-year contract set up and run the Care       620,000,000
                         Records Service which will link more than
                         30,000 GPs and 270 acute, community and
                         mental health trusts into a single, secure
                         national system
British Telecom          10-year contract as local service provider      996,000,000
                         to link the London area NHS trust to the
                         national system
Accenture                10-year contract as local service provider     1933,000,000
                         to link the North East and Eastern regions
                         NHS trusts to the national system.
Computer Sciences Corp.  10-year contract as local service provider      973,000,000
                         to link the North West and West Midlands
                         regions NHS trusts to the national system.
</Table>


The  US  Initiative

According  to  an  October  2003 report  on  entitled, "Information Technology -
Benefits   Realized  for  Selected  Healthcare  Functions,"  the  United  States
Government Accounting Office reported 13 examples of cost savings resulting from
the  use  of IT, including reduction of costs associated with medication errors,
communication  and documentation of clinical care and test results, staffing and
paper  storage,  and processing of information. Other benefits included improved
quality of care, more accurate and complete medical documentation, more accurate
capture  of  codes and charges, and improved communications among providers that
enabled  them  to  respond  more  quickly to patients' needs. They also reported
examples  of  reduced  costs  and  other benefits resulting from improvements in
electronic  claims  processing  and  the  use  of technology to enhance customer
service.  Benefits included increased staff productivity, improved timeliness in
processing claims, improved customer satisfaction, and improved clinical care to
members.

The Bush Administration's health care agenda has outlined a comprehensive vision
for  helping all Americans benefit from the potential of American health care in
the  21st century. The President's health care agenda is designed to improve the
accessibility,  affordability  and  accountability  of  health  care  for  every
American  --  and  to  make sure that American health care keeps getting better.

ICE  is  positioned  to  facilitate  many  aspects  of the Bush Administration's
health  care  initiatives.

OUR  COMPETITION

InterCare DX, Inc., participates in a large and growing marketplace domestically
and internationally.  The US healthcare information  systems and services market
currently represents  a  $20 billion  annual market. Electronic  Medical  Record
(EMR), CDR  and  clinical  systems,  being  a  part  of  an  emerging arena, are
accountable for $2 US Billion of this  sum Clinical  systems'  market volume  is
expected  to  accelerate  its  growth  because  of  the recent HIPAA regulations
requirements.

The most pro-active e-health  players  are  Eclypsis, Cerner, GE Medical,IDX and
McKesson-HBOC. yet,  each  of  these players has thousands of existing customers
operationally   using  its  legacy  systems.  Thus,  their  e-health  transition
strategy  is  slow  both  technically  and  business  wise.
                                           13
<PAGE>
Mergers  or  consolidations  among  our  competitors,  or  acquisitions of small
competitors  by  larger  companies,  would  make  such  combined  entities  more
formidable  competitors  to  us.  Large  companies  may  have advantages over us
because  of  their  longer  operating  histories,  greater  name recognition, or
greater  financial,  technical and marketing resources. As a result, they may be
able  to  adapt  more  quickly  to  new  or emerging technologies and changes in
customer  requirements.  They can also devote greater resources to the promotion
and  sale  of  their  products  or  services  than  we  can.

For  the  above  reasons, we may not be able to compete successfully against our
current  and  future  competitors.  Increased  competition may result in reduced
gross  margins  and  loss  of  market  share.

OUR  COMPETITIVE  ADVANTAGE


    -  OUR  KNOWLEDGEABLE  AND  GROWING  SALES  FORCE  AND  TECHNICAL  STAFF.

      We  will  be  making  sure  that  the   sales  force  is  trained  on  the
      "high-end"  networking elements in which  we deal so they will be  able to
      service  the  needs  of  their  customers.

    -  OUR  BUSINESS  MODEL  COST,  EFFICIENCY  AND  FLEXIBILITY.
      We have addressed the largest cost factor in the methodology for deploying
      our  services  through  an outsourcing strategy rather than a building the
      human resources from the scratch strategy.  This  keeps  start-up costs as
      low  as  possible.

    -  OUR  STRATEGIC  PARTNER  STRENGTH.
      Partnerships  with  CGI Communications  Services, Inc., our parent company
      Meridian  Holdings,  Inc.,  Meganet  Corporation,  Sager Midern Coputers.,
      Acer  America  Corporation,  ViewSonic  Corporation,   Microsoft
      Corporation, Tech  Data  Corporation,  and  QRS  Diagnostics,  Inc.,  will
      give us the ability to deliver our software products faster and at a lower
      cost than the  competition

    -  INTEGRATION.
      We  can seamlessly integrate  all of the different technological solutions
      and custom applications development. We  use  different strategic partners
      to  tailor  the  optimum  solution  for  our  customer.

    -  AUTOMATION  AND  ADVANCED  TELECOMMUNICATIONS  TECHNOLOGY.
      Our Network  Management  tools are automated which leads to less downtime,
      and  lower  labor costs.  We  use  the latest equipment, work closely with
      strategic partners  that are forerunners in  their  fields,  and  are  not
      hampered  by  existing  legacy  infrastructures.

    -  OUR  CUSTOMIZED  CUSTOMER  APPROACH.
      We emphasize direct relationships with our customers. These  relationships
      enable  us  to  learn  information  from  our customers  about their needs
      and  preferences  and  help  us  expand  our service offerings  to include
      additional value-added services based on customer  demand. We believe that
      these  customer  relationships  increase  customer  loyalty  and  reduce
      turnover.

      In  addition,  our  existing  customers  have  provided customer referrals
      and we believe strong relationships will result  in customer referrals  in
      the  future.

Our success depends upon careful planning and the selection of partners. We  can
meet  the  customer's  needs  more efficiently with entrenched procedures.  This
enables  us  to  excel  at  customer  service.



                                           14
<PAGE>
Our  Product  Features  and  Benefits

ICE(tm) incorporates  a  wide  variety of capabilities and  functionality, which
differentiate  it  from  other  generally  available Electronic  Medical Record,
Central Database Repository (EMR/CDR) software programs in the global Healthcare
Information  Technology  (IT)  market.

The  most  significant  differentiators  are:

Fully  integrated  Software  Program

ICE(tm)   is  not  an aggregation of unrelated and disintegrated legacy products
acquired  through  M&As.  ICE(tm)   is  designed  and  developed  as  a  fully
integrated  suite of products, which utilize an identical graphic user interface
on  top  of a  scaleable and highly adaptable component architecture. Thus, each
of  the  variety  of ICE(tm)   products is inherently integrated (data model and
business  rules  alike)  with  the  other  products, and the underlying CDR/MKB.

Human  anatomy  image  annotation  and  embedding,  point-and-click  data  entry
Three-dimensional  (3D)  MKB  (Medical  Knowledge  Base)  navigation   utilizing
gender-sensitive,  human  anatomy  drawings.  Presentation  of lifetime  medical
history  data  over  a  single  full-body drawing.  Automatic generation  of all
progress  notes  and  forms   from  the   graphical  queues entered  by the  end
user  on  top  of  human  anatomy  drawings  as  well  as  annotation  of  an
embedded  image  referenced  in  the  body  of  the  document.

Customizable,  component-based  architecture

Multi-tier,   common   enterprise    architecture  for   all   ICE(tm)  products
Multi-threaded   engines  &  components. Automatic  and manual  load balancing &
distribution  through  multiple  engines  utilizing  entry  level  PC  hardware.

Knowledge  driven  applications

Knowledge   base  driven   clinical   workstation   applications.  Most  of  the
applications'  "behavior" (e.g. business rules) is  derived from  the underlying
database(s),  which  is  fully customizable without  the need for programming by
the  novice  end  user.  This  also  includes   extended  support  for  visually
"painting" (e.g. designing) additional input &  output screens, inclusive of its
business  rules.

Repository,  data  warehouse  and  datamart  unification

While  ICE(tm)   master  central   data  repository  engine(s)  will  serve  the
multitude  of  concurrent enterprise  users, its  live backup(s)  simultaneously
will   serve  as  data  warehouse  and   datamart  for  ad-hoc  data  discovery,
mining  and  analysis  in  real-time.

Third-party  legacy  integration

Seamless  bi-directional  integration   with   ancillary,   administrative  and
financial  legacy  systems.  Concurrent  support  for both  HL7 and proprietary
legacy    messaging.  Plug-and-play  legacy   interface(s)   addition    and/or
modification.  Immediate  value  and  ROI  to  the enterprise by integration of
legacy  systems  only  into  the  ICE(Tm) CDR prior to any ICE(Tm)  application
implementation.

                                   Properties

The  Company's  corporate  offices are located at 900 Wilshire Boulevard, Suite
500, Los Angeles, California 90017. The Company is sharing an office space with
Meridian Holdings, Inc., an affiliated Company, whereby the Company is required
to  pay 1/5 of the monthly rent of  $5128.00.  Other property and equipment are
stated at cost. Acquisitions having a useful life in excess of one (1) year are
capitalized.  Repairs and maintenance are expensed in the year incurred. Capital
                                           15
<PAGE>
assets  are  depreciated by the straight-line method over estimated useful lives
of  the  related  assets.

                                Legal Proceedings

The  Company  knows  of  no  litigation  pending, threatened or contemplated, or
unsatisfied  judgments  against it, or any proceedings in which the Company is a
party.  The  Company knows of no legal actions pending or threatened or judgment
entered  against any officer or director of the Company in his capacity as such.
There  has  been  to  date  no  petition  under  the bankruptcy act or any state
insolvency  law  filed  by  or against the Company or its officers, directors or
other  key  personnel.

RISKS  ASSOCIATED  WITH  MANAGING  GROWTH

The  Company's  anticipated level of growth, should it occur, will challenge the
Company's management and its sales and marketing, customer support, research and
development  and  finance  and  administrative  operations. The Company's future
performance will depend in part on its ability to manage any such growth, should
it  occur,  and  to  adapt  its  operational  and  financial control systems, if
necessary, to respond to changes resulting from any such growth. There can be no
assurance that the Company will be able to successfully manage any future growth
or  to adapt its systems to manage such growth, if any, and its failure to do so
would  have  a  material  adverse  effect  on  the Company's business, financial
condition  and  results  of  operations.

MARKET  FOR  COMMON  STOCK

The  Company's  Common  Stock  is traded on the Bulletin Board maintained by the
National  Association  of  Securities Dealers, Inc. under the symbol "ICCO." The
price  range  of the Company's Common Stock has varied significantly in the past
months  ranging  from  a  high bid of $.35 and a low bid of $0.03 per share. The
above prices represent inter-dealer quotations without retail mark-up, mark-down
or   commission,   and   may  not  necessarily  represent  actual  transactions.

SELECTED  FINANCIAL  DATA

The Company had net working  capital of $(135,834) as at March 31, 2004 compared
to   networking  capital  of  $ 124,012 during  the comparable  period  in 2003.
The decrease in working  capital was due to the increase in account payable. The
Company is currently  able  to meet  its financial obligations through  debt
financial  support  from  Meridian  Holdings, Inc., an affiliated Company.

The  selected  financial data set forth above should be read in conjunction with

"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  and  the  financial  statements  notes  thereto.


  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

The  following  discussion  should  be  read  in  conjunction with our financial
statements  and  notes,  as  well as the other information included elsewhere in
this  prospectus.   Our  discussion  contains  forward-looking  statements  that
involve risks and uncertainties, including those referring to the period of time
the  Company's existing capital resources will meet the Company's future capital
needs,  the  Company's  future  operating  results, the market acceptance of the
services  of the Company, the Company's efforts to establish and the development
of  new  services,  and the Company's planned investment in the marketing of its
current  services  and research and development with regard to future endeavors.
The  Company's  actual results could differ materially from those anticipated in
these  forward-looking  statements  as  a  result of certain factors, including:
domestic  and  global  economic  patterns  and  trends.

                                           16
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES  OF  THE  COMPANY

Long-term   cash   requirements,  other  than  normal  operating  expenses,  are
anticipated  for the continued development of the Company's business plans.  The
Company  will need to raise additional funds from investors in order to complete
these  business plans.

If  we   need   additional   capital  to  fund  our  operations,  there  can  be
no  assurance that such additional capital can be obtained or, if obtained, that
it  will be on terms acceptable to us. The incurring or assumption of additional
indebtedness could result in the issuance of additional equity and/or debt which
could have a dilutive effect on current shareholders and a significant impact on
our  operations.

The  Company is currently able to meet  its  financial obligations  through debt
financial support from  Meridian Holdings, Inc., an affiliated Company.

RESULTS  OF  OPERATIONS

We  have  experienced,  and expect to continue to experience, seasonality in our
license  revenues  and  results of operations, with a disproportionately greater
amount  of  our  license  revenues  for  any fiscal year being recognized in our
fourth  fiscal quarter. As a result, our first quarter revenues can be less than
those  of  the  preceding  quarter.

Furthermore, our quarterly revenues could be significantly affected based on how
applicable  accounting  standards  are  amended or interpreted over time. Due to
these  and  other  factors,  we believe that period-to-period comparisons of our
results  of  operations  are  not  meaningful  and  should not be relied upon as
indicators of our future performance. It is possible that in some future periods
our  results  of  operations  may  be  below  the  expectations of public market
analysts  and  investors.  If  this  occurs,  the  price of our common stock may
decline.  We  will  depend on the commercial success of our product suite, which
has  not  yet  been shipped. We have generated substantially all of our revenues
from  licenses and services related to current and prior versions of our product
suite.

REVENUES

There was no revenue generated for the  quarter  ended  March  31, 2004 and 2003
respectively.

COST  OF  REVENUES

There was no cost of revenue generated during this period.

SALES  AND  MARKETING

Only  minimal  sales  and marketing has been done by the Company, since focusing
most  of  its  resources  at the moment on the development of  the new Software,
enhancements,  testing and debugging.

GENERAL  AND  ADMINISTRATIVE

General  and  administrative  expenses  for  the  period  ended  March  31, 2004
was $43,589, compared to $105,216 during comparable period in 2003. The decrease
in general and administrative expense was due  to the portion of the  management
share of cost. Of the $43,589 total expense,  $40,986 was for  employee  payroll
and benefits, $2,603 was for office rent and utilities.

The  Company anticipates future increases in general and administrative expenses
as  it  embarks  on aggressive product development, sales and marketing with its
associated increase in personnel costs.

                                           17
<PAGE>
OPERATING  LOSS

As a result of the factors described above, Company expects further increases in
operating expenses for the year 2004, assuming additional funding is raised from
equity investors to be  used  in  financing  future operating costs. There is no
guarantee that the Company will be able to raise additional funds to finance all
the  anticipated  operating costs. In absence of such funds being available, the
Company may not be able to operate, and this could have a material impact in the
overall  execution  of  the  Company's  business  plan.

NET  LOSS

The  Company had a net  loss  of $43,622  for the period  ended  March 31, 2004,
compared  to  net  loss of $105,216 in March 31, 2003. The decrease  in net loss
was as a result of the decreased management share of cost for the company.

PLAN  OF  OPERATIONS

On  February 17, 2004, the registrant announced the  appointment  of  Mr.  Jerry
Miller,  as  the  Interim  President  and   Chief   Operations  Officer  of  the
Company.

On  February 22-26, 2004, the registrant exhibited ICE(tm) software at the HIMSS
Conference  on February 22-26 at Orlando Florida.

On  May  1, 2004 the Company issued a private placement memorandum of its common
stock, in  order  to raise up to $750,000. The  use  of  proceed  is for product
marketing, hiring of support personnel, and other corporate  purposes.

The Company is in the  final stages  of  negotiations  with several hospitals in
both United States and Middle East for the licensing  of the  ICE(tm)  software.

RECENT EVENTS

On  March 6 2004, the registrant held its 2004 annual shareholder meeting during
Which  the  following  individuals  were  elected  to  serve as directors of the
company  until  the  next  annual  meeting  or  their successors are elected and
qualified:

1.    Jude  Uwaezoke
2.    Randall  Maxey,  MD
3.    Russ  Lyon
4.    Wesley  Bradford,  MD

Additionally,  shareholders  ratified the reappointment of Andrew Smith, CPA, as
the  independent  auditor  for  the  fiscal  year  ending  December 31, 2003 and
reapproved  the  Company's  2001  Joint Incentive and Non-Qualified Stock Option
Plan  for  fiscal  year  2004.

The Company will also embark on an  advertisement campaign over the next several
months  in  major  newspapers  and consumer  and  healthcare journals of all its
new products  and  services.  There  is  no  assurance  that such  advertisement
campaign  will  yield  any  dividend.

Item 3.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange  Act" ),   the  Company  carried  out  an  evaluation  under  the
Supervision and with the participation  of  the  Company's management, including
the Chief Executive Officer  and President and the Principal  Financial Officer,
of the effectiveness  of  the Company's disclosure controls and procedures as of
September  30,  2004.  In  designing  and  evaluating  the  Company's disclosure
controls and procedures, the Company and its management recognize that there are
                                           18
<PAGE>
inherent  limitations  to the effectiveness of any system of disclosure controls
and  procedures,  including the possibility of human error and the circumvention
or  overriding  of  the  controls  and  procedures.  Accordingly, even effective
disclosure  controls  and  procedures  can  only provide reasonable assurance of
achieving  their  desired  control  objectives. Additionally,  in evaluating and
implementing  possible  controls  and  procedures,  the Company's management was
required  to  apply its reasonable judgment. Based upon the required evaluation,
the  Management  concluded  that  as  of June 30, 2004, the Company's disclosure
controls  and  procedures  were  effective  (at the "reasonable assurance" level
mentioned above)  to  ensure  that  information  required to be disclosed by the
Company in  the  reports it files or submits under the Exchange Act is recorded,
processed,  summarized  and  reported  within  the time periods specified in the
Securities and Exchange Commission's rules and forms.

From  time  to  time,  the  Company  and  its management have conducted and will
continue  to  conduct  further  reviews  and,  from  time  to  time put in place
additional  documentation,  of the Company's disclosure controls and procedures,
as  well  as its internal control over financial reporting. The Company may from
time to  time  make  changes  aimed at enhancing their effectiveness, as well as
changes  aimed  at ensuring that the Company's systems evolve with, and meet the
needs of, the Company's business. These changes may include changes necessary or
desirable  to  address  recommendations of the Company's management, its counsel
and/or   its  independent   auditors,   including   any  recommendations of  its
independent   auditors  arising out of their audits and reviews of the Company's
financial  statements.  These  changes  may include changes to the Company's own
systems,  as well as to the  systems of businesses that the Company has acquired
or that the Company may acquire  in the future and will, if made, be intended to
enhance the effectiveness of the  Company's controls and procedures. The Company
is  also   continually  striving  to  improve  its  management  and  operational
efficiency  and  the  Company  expects that its efforts in that regard will from
time  to  time  directly or  indirectly affect the Company's disclosure controls
and  procedures,  as  well  as  the  Company's  internal  control over financial
reporting.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in  the Company's internal controls or in
other factors that could  significantly  affect  internal controls subsequent to
the date of the evaluation.

PART  II     -  OTHER  INFORMATION

Item 1 legal Proceedings

             None

ADDITIONAL  INFORMATION
Exhibits
31.1                Certification pursuant to section 302 of the Sarbanes-Oxley
                    Act of 2002
32.1                Certification pursuant to section 906 of the Sarbanes-Oxley
                    Act of 2002

SIGNATURES

Pursuant  to  the  requirements  of Section 12 of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the  undersigned  thereunto  duly  authorized.

InterCare DX,  Inc.

Date:  February 25, 2005            Signature By:  /s/  Anthony C. Dike, MD
                                               -----------------------------
                                                   Anthony C. Dike, MD
                                                     Chairman & CEO
                                           19
<PAGE>