UNITED  STATES
                       SECURITIES  AND  EXCHANGE  COMMISSION

                           WASHINGTON,  D.  C.  20549

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

               For  the  Quarterly  Period  Ended          March  31,  2001

(   )     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.COM-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,  2001,  InterCare.com-dx,  Inc.,  Registrant  had  12,230,902
shares  of  its  no  par  value  common stock outstanding. There is currently no
public  market  for  this  stock.
                                        Page 1 of 12 sequentially numbered pages
                                                                     Form 10-QSB
                                                              First Quarter 2001















                            Intercare.com-dx,  Inc.


                                      INDEX


                                                                         PAGE
                                                                         ----


PART  I.  FINANCIAL  INFORMATION

          Independent  Accountant's  Report                                2

          Balance  Sheets  -  March  31,  2001                             3

          Statements  of  Operations  for  the  Three  Months
          Ended  March  31,  2001                                          4

          Statement  of  Cash  Flows  for  the  Three  Months
          Ended  March  31,  2001                                          5

          Notes  to  Financial  Statements                               6-7

          Company  Overview                                                9

          Management's Discussion and Analysis  of  Financial  Condition
          and  Results  of  Operations                                    11

PART  II   OTHER  INFORMATION

          Additional  Information                                         13

          Signature                                                       13






























                                           1
<PAGE>



                             INTERCARE.COM-DX,  INC.

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                    Balance Sheet As At March 31
                                                      2001                2000
                                                      ======             ======

ASSETS
<S>                                                 <C>                <C>
Current assets
    Cash                                               $     6,193       $    828
    Accounts Receivable (Note 2 )                        1,385,850              -
    Less: Allow for Doubtful Accounts                            0              -
    Inventories                                             52,211         83,339
    Prepaid Expenses                                             0         11,770
                                                         ---------         ------
Total Current Assets.. . . . . . . . . . . . . . . .     1,444,254         95,867
                                                         =========         ======
Property, Plant, and Equipment
    Net Accumulated Depreciation (Note 6). . . . . .         9,070            253

Other Assets
    Deferred Public Offering Costs                          34,836              -
                                                         ----------      --------
           Total  Assets                                 1,488,160         96,120
                                                         ==========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 2) . . . . . . . . . . . . .  1,097,769              0
                                                         ---------        --------
           Total Current Liabilities  . . . . . . .      1,097,769              0
                                                         ---------        --------
Long term liabilities          . . . . . .. . . . .              0              0
                                                         ---------        --------
           Total Liabilities  . . . . . . . . . . .      1,097,769              0
                                                         =========        ========
Liabilities and Stockholders' Equity

Stockholders'  Equity

    Common stock (100,000,000 shares authorized
    no par value ; 12,230,902  shares issued and
    Outstanding) (Note 2) . . . . . . . . . . . . .       650,628          650,628
    Accumulated Deficit                                  (260,237)        (554,508)
                                                        ----------       ----------
           Total Stockholders' Equity . . . . . . .       390,391           96,120
                                                        ----------        ---------
Total Liabilities & Equity. . . . . . . . . . . .    $  1,488,160         $ 96,120
                                                         ==========       =========

</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



                                           2
<PAGE>
                            INTERCARE.COM-DX,  INC.
                       Consolidated Statement - Unaudited

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


                           For  the  Three Months ended  March 31,

                                         2001             2000
                                       ======            =====
<S>                                   <C>           <C>
Revenues  . . . . . . . .               $  334,199     $     0
Less: Cost of Revenues .                  (126,897)          0
                                          ---------    -------
          Gross Margin .                   207,302           0

Operating Expense. . . .                   280,082          36
Other Income and Expense                         0           1
                                        ----------    --------
          Net Income . .                $ (72,780)     $   (35
                                         =========     ========

Weighted average number of shares       12,230,902   11,000,000
Weighted average earnings per share       $ (0.006)    $ (0.000)


</TABLE>

































SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                           3
<PAGE>


                            INTERCARE.COM-DX,  INC.

                             STATEMENT OF CASH FLOW

                                    UNAUDITED


<TABLE>
<CAPTION>

                                           For the Three Months  ended March 31,

                                                             2001          2000
                                                             ====          ====
<S>                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . . . . . . . .  $    (72,780)     $   (35)
      Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation Expense                                     881             -
     (Increase) Decrease in
      Accounts receivables . . . . . . . . . . . . .         4,334             -
      Inventories. . . . . . . . . . . . . . . . . .        14,460             -
      Prepaid Expenses . . . . . . . . . . . . . . .

      Increase(Decrease) in
      Accounts Payables. . . . . . . . . . . . . . .        78,479             -
                                                          --------       --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . .        25,374           (35)

CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of Fixed Assets. . . . . . . . . .                (306)            -
                                                         ---------      ---------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . .         ( 306)            0

CASH FLOW FROM FINANCING ACTIVITIES
     Proceeds from sale of stock . . . . . . . . . .             -             -
     Repayment of debt . . . . . . . . . . . . . . .       (21,836)
     Proceeds from long term debt. . . . . . . . . .             -             -
                                                          --------      --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . .       (21,836)            0

     Increase (Decrease) in cash . . . . . . . . . .         3,232           (35)
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .         2,961           864
                                                        -----------     ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $      6,193     $     829
                                                        ===========     ==========

</TABLE>












SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                           4
<PAGE>

The  accompanying  notes  are  an  integral  part  of  this  statement.



                            InterCare.com-dx, Inc.

                        Notes to the Financial Statements

Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

InterCare.com-dx,  Inc.  formerly  known  as  Inter-Care  Diagnostics,  Inc., is
organized in the State of California to pursue bio-medical software development,
as  well  as  Internet  based  healthcare  transactions,  contents  and programs
development.

The  Company  was originally incorporated in 1991 for the purpose of operating a
medical  diagnostics  laboratory  and  engaging  in  various medical services to
clients.

On  January  17,  1994,  a  6.8  magnitude  earthquake  centered  in Northridge,
California  caused  wide spread damage to commercial and residential structures,
and  to major freeways, causing business interruptions and disrupting the normal
flow  of  traffic.  The  Company  experienced  irreversible  damage  to  all its
high-tech  computers  and  diagnostic  equipment.

Since  that time, the Company has been devoting substantially all its efforts to
establishing  a  new  business  entity that develops software for the healthcare
industry  and  other  related  activities  over  the  Internet.

On September 27, 1999, the Company, announced that it has executed an Electronic
Commerce  Agreement  with  Netsales,  Inc.,  in  which  Netsales will distribute
InterCare's software programs through more than 140,000 loyal reseller customers
in  130  countries  of Ingram Micro, the largest provider of computer technology
products  and  services  in  the  world.

The Company had entered into similar agreement earlier, with DigitalRiver, Inc.,
in  which  DigitalRiver will market the Company's software program through major
retailers  such  as  CompUSA,  Wal-Mart,  and other Internet software resellers.

On  June  30,  2000,  the Company signed a master value added reseller agreement
with  Meridian  Holdings, Inc., an affiliated  company, to sell and support the
MedMaster  suite of software technology. Significant terms of this agreement are
that  Intercare  will  sell,  support, implement the MedMaster Suite of software
programs,  in  exchange  for  40%  of  net  sales proceeds, and 60% of recurrent
revenue  from  software  support  and  implementation.

InterCare  as  a  value-added reseller, develops, markets, provides professional
services  and  supports  for  the  MedMaster'  -  a  clinically-focused,
multi-disciplinary  enterprise  solution  targeting  a  variety  of  large-scale
healthcare organizations. These include: Integrated Healthcare Delivery Networks
(IHDNs),  hospitals,  HMOs  and  large  clinics.

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.

                                           5
<PAGE>

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, 2001 and
2000:
<TABLE>
<CAPTION>
                                                  2000            1999
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,770      $56,967
Less:  Accumulated  Depreciation                   59,700       56,714
                                                 -------       -------
                                                  $ 9,070      $   253
                                                 ========       =======
</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,
2001.

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,
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).


                                           6
<PAGE>


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, prepaid banner advertisements fees
by Meridian  Holdings, Inc., an affiliate, accounts payables 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.

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                                        19,580.00
Accounting  Fees  and  Expenses                                    2,000.00
Printing                                                           3,785.00
Miscellaneous  Expenses                                            2,871.00
                                                                  ---------
         Total                                                   $34,836.00
                                                                  ==========
</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.
                                           7
<PAGE>

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 3.  RELATED  PARTY  TRANSACTIONS

Mr.  Russ  Lyon  recently  waived  his rights to exercise said option during the
first  quarter  of 2001, in lieu of 200,000 shares of the registrant at zero par
value,  to  be  issued  upon  the  effectiveness of the registrants registration
statement. The shares will be issued pro-rata to the two years of the employment
agreement.

Note 4. STOCK-BASED COMPENSATION

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". The company issued a total of 1,230,902 shares to
all its employees and consultants under the  2000 incentive stock option plan,
during the quarter ended march 31, 2001.

NOTE  5. SUBSEQUENT  EVENTS

PUBLIC  OFFERING  OF  COMMON  STOCK

On December 31, 1999, the Board of Directors authorized the Company to sell in a
public offering of 2,500,000 shares of common stock  pursuant  to  an  effective
registration  statement  on Form SB-2 filed under the  Securities  Act  of 1933.
Each  share  shall  have  a  purchase  price  of  $5.00.

On  March  23,  2001,  the number of shares offered to be sold to the public was
increased by the Registrant to 5,000,000 and the offering price was decreased to
$5  per  share.

Proceeds  from  the  public  offering  shall  be for working capital and general
corporate  purposes.

AGREEMENT WITH CHINA BUSINESS CHAIN GROUP, LLC.

On  March  10,  2000, the Registrant signed an exclusive reseller agreement with
China  Business  Chain  Group,  LLC,  (CBCG)  to  market the MedMaster  Suite of
software  application  in  China.  Under  the  terms of the agreement, CBCG will
purchase  up  to  US $5 million in units of the Chinese version of the MedMaster
suite  in order to retain exclusive distribution rights to China. CBCG will work
as  an  integrator,  interfacing  with  other  third-party  Chinese  healthcare
applications.  For  this  purpose, InterCare has agreed to license the MedMaster
software  on  reasonable  and  cooperatively-priced  terms.  As  a result of the
multi-language  functionality of the MedMaster   software, InterCare anticipates
that  it  will be relatively simple to make a Chinese version available to CBCG.











                                           8
<PAGE>

                          InterCare.com-dx, Inc.
                           Business Overview

InterCare.com-dx,  Inc., ("InterCare") formerly known as Inter-Care Diagnostics,
Inc.,  is  organized  in  the State of California. We are an innovative software
products  company  specializing in state-of-the-art enterprise solutions for the
healthcare  IT  market.

The Company developed the Mirage Systems Multimedia Biofeedback software program
in  1994.  This  is a cross-platform program available in both Microsoft Windows
3.X  including windows 95;98 and Apple Macintosh platforms. This software became
the  first  United  States  FDA  approved  software  program  for  neuromuscular
re-education and biofeedback training.  The Company also has four other software
products  in the market including the "Body Pain Trigger Points Program", one of
our  best  selling  software products, with over 20,000 copies sold. The Company
intends to convert all its software programs to run in all the popular operating
systems available, including but not limited to Microsoft Windows, Macintosh and
Linux  or  Unix  operating  systems.

InterCare  as  a  value-added reseller, develops, markets, provides professional
services  and  supports  for  the  MedMaster'  -  a  clinically-focused,
multi-disciplinary  enterprise  solution  targeting  a  variety  of  large-scale
healthcare organizations. These include: Integrated Healthcare Delivery Networks
(IHDNs),  hospitals,  HMOs  and  large  clinics.

MedMaster'  products  offer  a lifetime electronic patient record, clinical data
repository  and integrated clinical applications spanning the continuum of care.
Healthcare  providers can access patient information, invoke rules and standards
of  care,  manage  cost  and  care delivery, as well as maintain compliance with
regulatory  documentation  and  payment  requirements.  They  have been designed
specifically  for  clinicians  and  healthcare  decision-makers.

By  uniquely  separating  medical  knowledge  databases (MKB) from applications,
applications  take  on  the  attributes  of  the MKB's incorporated into the CDR
(Central Data Repository) allowing personalization to individual end-users while
preserving a common look and feel across applications. The fifteen (15) years of
development  that  went  into MedMaster has resulted in a comprehensive array of
functionality  that  leverages  technology,  care  delivery  processes and human
interface  needs  in  a  manner  that  personalizes the system according to each
individual's  expectations  and  preferences  without changing application code.

The  strength  of  MedMaster  applications  is  derived from differentiated core
technologies  consisting of: a virtual, multi-media, object database (VMDB) that
is  self-indexing  and  does not require Data Base Administrators; 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 and the
inclusion of data from these system into the MedMaster CDR for a single point of
access  to  merged  information.  Over 10 years of research and development have
been  spent  in  the  development  of  MedMaster software. InterCare's MedMaster
product  suite  includes:

-     ClinicMaster  -  Outpatient/Ambulatory  Care  Solution
-     WardMaster  -  Inpatient/Acute  Care  Solution
-     CareMaster  -  Interdisciplinary  Pathways,  Care  and  Quality Management
      Solution
-     BaseMaster  -  Medical  Knowledge  Base  Administration
-     ImageMaster  -  Multi-media  Archiving  Solution
-     IntegrationMaster  -  Bi-directional  Interface  Engine
-     DataMiner  -  End-user  Data  Query,  Data  Mining  and Reporting Solution
-     VMDB  -  Client/Server  Virtual  Multi-object  Architecture  Data  Base
      Management  Solution.


                                           9
<PAGE>


                                   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  $4,791.00.  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
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.

LACK  OF  A  PRESENT  MARKET  FOR  SECURITIES

The  Common  Stock  is  currently  not listed or trading in any exchange at this
Time

MARKET  FOR  COMMON  STOCK

The  Company  intends  to begin trading its common stock in the NASDAQ Small Cap
Market, upon completing its current public offering of its common stock, as well
As  meeting the minimum listing requirements. There can be no assurance that the
Company's  common  stock  will be listed, or trade in such market at all. If the
Company  is  unable  to  trade  in such market, it may apply to trade on the OTC
Bulletin  Board  administered  by  the National Association of Security Dealers.

SELECTED  FINANCIAL  DATA

The  Company  had  net  working  capital  of   $346,485  as  at  March  31, 2001
Compared to networking capital of $95,867  during the comparable period in 2000.
This  represents  a  72%  increase in working capital. The increase  in  working
capital  is  due  to  the  sales  of  additional  MedMaster  software  licenses
to  Tenet  HealthSystems  Medical,  Inc.,  and  associated  implementation
service  fees  earned  during  the  reporting  period.  Based  on   a  prior
agreement,  the  company  is  obligated  to  pay  60%  of  such  sales   to
Meridian  Holdings,  Inc.,  an  affiliated. The applicable revenue and  expense,
and  related  accounts  receivable  and  payable  are  included  in  the  Income
Statement  and  Balance  Sheet  as  of  March  31,  2001.

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

                                           10
<PAGE>

"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.

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
Sb2  registration  statement  filed  by  the  registrant in order to raise up to
$25,000,000  was  declared effective initially or January 29, 2001 by the United
States  Securities  and  Exchange Commission. An amended sb2 filed subsequent to
that  was  declared  effective  as  of  April  3,  2001. As of this writing, the
offering  is on going and there is no assurance that the registrant will be able
to  raise  all  the  funds  required  or any fund at all. If unable to raise the
$500,000  minimum through this offering, the registrant may not be able to break
escrow,  and  will therefore cancel the offering. This will seriously impact the
liquidity  of  the  registrant.

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.

In  some cases, the products will be sold on a consignment basis, in which case,
we  only  get  paid  by  the  vendor  after  the  vendor  sells  the  product.

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

Total  revenues  for  the  year  ended  March 31, 2001 was $334,199  compared to
$0  during  comparable  period  in  2000.  The  revenue  was  generated  from
software  license  sales  and  consulting  services (see note 2 to the financial
statement).  On  March  16th,  2001,  the  Company  sold  one  software  license
to  Tenet Health Systems Medical, Inc. Based on  a prior agreement, the  company
                                           11
<PAGE>
is  obligated  to pay 60% of such sales as royalty to Meridian Holdings, Inc.(an
affiliated  Company).

COST  OF  REVENUES

Cost  of  revenues  increased  to  $126,897 for the period ended March 31, 2001
compared  to  $0  in the comparable period in 2000. This increase in the cost of
revenue  is  due  to  licensing  fees  incurred  from the purchase of  MedMaster
software  license  and  level  three  support  services  from Meridian Holdings,
Inc., a  related  party.

SALES  AND  MARKETING

Only  minimal  sales  and marketing has been done by the Company, since focusing
most  of  its  resources  at the moment in our Internet strategies, and software
enhancement,  testing  and debugging. The Company is budgeting over $250,000 for
its  initial  roll-out  of  new products sales and marketing campaign during the
second  quarter  of  the  year  2001,  assuming  more  capital  is  raised  from
this offering  to  pay  for  such  an  expense.

PRODUCT  AND  CONTENT  DEVELOPMENT

Software  products  and  Internet content development expenses is anticipated to
increase  significantly during the next coming year, due to website redesign and
other  Internet  initiative  launch costs, consisting primarily of personnel and
consulting  costs. The Company projects to spend over $1,250,000 during the next
12  months  to fund project and content development. This is contingent upon the
Company's  ability  to  raise  funds  from  investors.

GENERAL  AND  ADMINISTRATIVE

General  and  administrative  expenses  for  the  period  ended  March  31, 2001
was $280,082, compared to $0 during the comparable period in 2000. The increase
in operating  expense  is  due   to   the  additional  operating  costs  of
increased personnel  requirement,  consultant  fees,  as  well as  research  and
further  development  of  the  MedMaster  software  program  as  a  value  added
reseller.  Of  the  $280,082  expenses  during  the  period ended March 31 2001,
$25,000  was for salary paid to Mr. Russ Lyon our President and Chief Technology
Officer,  $880.50 was for depreciation expense, the remaining  balance  was  for
general  corporate  purposes  and  product  development.

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 and legal and accounting expenses related
to  the  public  offering  of  its  common  stock.

OPERATING  LOSS

As a result of the factors described above, Company expects further increases in
operating expenses for the year 2001, assuming additional funding is raised from
this  offering  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 $(72,780) or (0.006) per share for the period
ended  March 31, 2001, compared with net loss of $(35) in March 31, 2000. The
increase in net loss was due to  increase in operating  expense.

PLAN  OF  OPERATIONS

A  registration  statement filed by the Company for the purpose of raising up to
                                           12
<PAGE>
$25,000,000, was approved by United States Securities and Exchange Commission on
January  29,  2001.  The  offering  prospectus was amended on March 27, 2001, in
Which  the  number of shares authorized for sell was increased from 2,500,000 to
5,000,000,  and  the  offering  price  was  decreased  from  $10 per share to $5
per  share.  The  later  was  declared  effective  as  of  April  3rd,  2001.

The  Company  intends  to  use part of the funds raised during this offering for
Product launching and general corporate purposes. If adequate funds are not
available  or  not  available  on acceptable terms, we may be unable to fund our
expansion,  successfully  promote  our brand name, take advantage of acquisition
opportunities,  develop or enhance services or respond to competitive pressures,
any  of  which  could  have a material adverse effect on our business, financial
condition  and  results  of  operations.

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

PART  II     -  OTHER  INFORMATION

ADDITIONAL  INFORMATION

The  registrant issued additional shares to its employees and consultants during
the  first  quarter  of  2001,  pursuant to the 2000 Qualified and non-qualified
incentive  Stock-option  plan.  Also,  during  the  first  quarter  of  2001,
the  board  of directors  approved  an  amendment  to  Mr. Russ Lyons employment
agreement retro-actively dated November  30,  2000.  Significant  part  of this
amendment, is that Mr. Lyon shall waive his option to purchase 500,000 shares of
Meridian  Holdings,  Inc., Common Stock at $0.50 per share, in lieu of receiving
200,000  restricted shares of the Registrant at zero par value, pro-rated to the
term  of  his  employment  agreement  (Please  see  Exhibit  1)


                                   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.com-dx, Inc.

DATE:  May  12,  2001
                                   By:  /s/  Philip  Falese
                                        -------------------
                                             Philip  Falese
                                       Chief  Financial  Officer
















                                           13
<PAGE>