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          June  30,  2003

(   )     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  June  30,  2003,  InterCare DX,  Inc., Registrant had  13,293,403 shares
of  its  no  par  value  common stock outstanding with a total market value of
$1,994,010.













                                        Page 1 of 13 sequentially numbered pages
                                                                     Form 10-QSB
                                                             Second Quarter 2003


                            InterCare DX, Inc.


                                      INDEX


                                                                       PAGE
                                                                       ----


PART  I.  FINANCIAL INFORMATION

          Balance Sheets - June  30, 2003                              3

          Statements of Operations for the six Months
          ended  June  30, 2003                                        4

          Statement of Cash Flows for the Three Months
          ended June  30, 2003                                         5

          Notes to Financial Statements                                6-8

          Company Overview                                              9

          Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                   10-12

PART II   OTHER INFORMATION

          Item 3: Legal Proceedings                                    14

          Item 6. Exhibits and Reports on Form 8-K                     14

          Signature                                                    14






























                                       2
<Page>

INTERCARE DX,  INC.

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                      Balance Sheet As At June 30,
                                                     2003                   2002
                                                    ======                  ======

ASSETS
<S>                                                 <C>                         <C>
Current assets
    Cash                                            $     503               $  4,936
    Accounts Receivable (Note 1 )                   1,385,850              1,385,850
    Less: Allow for Doubtful Accounts                       0                      0
    Inventories                                        52,211                 52,211
    Prepaid Expenses                                        0                      0
                                                    ---------                 ------
Total Current Assets.. . . . . . . . . . . .        1,438,564              1,442,997
                                                    ---------                 ------
Property, Plant, and Equipment
    Net Accumulated Depreciation (Note 1). . . . . .        0                      0

Other Assets
    Cash Advance                                          500                    500
    Deferred Public Offering Costs                     65,332                 65,332
                                                   ----------               --------
           Total  Assets                            1,504,396              1,508,829
                                                   ==========               ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 1) . . . . . . . . . .   1,371,750              1,259,986
                                                    ---------               --------
           Total Current Liabilities  . . . . . . . 1,371,750              1,259,986
                                                    ---------               --------
Long term liabilities          . . . . . .. . . . .    52,188                 26,500
                                                    ---------               --------
           Total Liabilities  . . . . . . . . . .   1,423,938              1,286,486
                                                    ---------              --------
Liabilities and Stockholders' Equity

Stockholders'  Equity

    Common stock (100,000,000 shares authorized
    no par value ; 12,230,902  shares issued and
    Outstanding as of June 30, 2001 and 12,242,972
    As of June 30, 2002) (Note 2) . . . . . . . . .   710,078                710,078
    Accumulated Deficit                              (629,620)             (487,735)
                                                    ----------            ----------
           Total Stockholders' Equity . . . . . . .    80,458                222,343
                                                    ----------             ---------
Total Liabilities & Equity. . . . . . . . . . .  $  1,504,396             $1,508,829
                                                    ==========             =========

</TABLE>




                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                       3
<Page>

                            INTERCARE DX,  INC.
                       Consolidated Statement - Unaudited

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


                           For  the  Six Months ended  June 30,

                                         2003             2002
                                         ======            =====
<S>                                   <C>           <C>
Revenues  . . . . . . . .               $   0     $          0
Less: Cost of Revenues .              (141,549)           16,438
                                       ------             -------
          Gross Margin .              (141,549)          (16,438)

Operating Expense. . . .                   (66)              (66)
Other Income and Expense                    -            364,637
                                     ----------          --------
          Net Income . .            $ (141,615)          348,133
                                     =========          ========

Weighted average number of shares    13,293,403          11,621,396
Weighted average earnings per share    $ (0.0)           $ (0.0)

</TABLE>


































SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                       4
<Page>
                            INTERCARE  DX,  INC.

                             STATEMENT OF CASH FLOW

                                    UNAUDITED


<TABLE>
<CAPTION>

                                           For the Six Months  ended June 30,

                                                          2003          2002
                                                          ====          ====
<S>                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net (loss)/income . . . . . . . . . . . . .  $  (141,615)      $ 348,133
      Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation Expense                                                      (Increase) Decrease in
      Accounts receivables . . . . . . . . . . . . .
      Inventories. . . . . . . . . . . . . . . . . .
      Prepaid Expenses . . . . . . . . . . . . . .                                  Increase(Decrease) in
      Accounts Payables. . . . . . . . . . . . . . .     142,800               -
                                                         --------       --------
NETCASH PROVIDED OPERATING ACTIVITIES . . . . . . . .      1,185        348,133

CASH FLOW FROM INVESTING ACTIVITIES
      Deferred Public Offering . . . . . . . . . . .           -               -
      Acquisition of Fixed Assets. . . . . . . . . .
                                                         ---------      ---------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . .

CASH FLOW FROM FINANCING ACTIVITIES
     Loan From MH . . . . . . . . . . . . . . . .            -              5,000
     Repayment of debt . . . . . . . . . . . . . . .      (3,612)        (351,524)
     Proceeds from long term debt. . . . . . . . . .
                                                          --------       --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . .      (3,612)       (351,524)

     Increase (Decrease) in cash . . . . . . . . . .      (2,427)          1,609
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .       2,930           3,327
                                                        -----------     ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $      503      $    4,936
                                                        ===========     ==========

</TABLE>














SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       5
<Page>
                        Notes to the Financial Statements
                            InterCare DX, Inc.

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 June 30, 2003 and
2002:
<TABLE>
<CAPTION>
                                                   2003              2002
                                                   =====             =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,264           $68,264
Less:  Accumulated  Depreciation                  (68,264)          (68,264)
                                                  -------           -------
                                                  $ -                $   -
                                                  ========          =======
</TABLE>

Advertising

The  company  has  the  policy of expensing advertising costs as incurred

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"
                                       6
<Page>
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, prepaid banner advertisements fees
by Meridian  Holdings, Inc. (affiliated company), accounts payables and accrued
liabilities approximates  fair  value  because  of  the immediate or short-term
maturity  of  these  financial  instruments.

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
                                       7
<Page>
per share  calculation  if  their  effect  is  anti-dilutive.

NOTE  2. RECENT  EVENTS

On  May  5,  2003,  the  registrant  issued  a  press  release  announcing  the
Corporate  name  change  approved by California Secretary of State on April 22,
2003. The new corporate name is InterCare DX, Inc.

The name change did not result in a change  of  trading  symbol,  which remains
as ICCO, with no mandatory share exchange























































                                       8
<Page>

                          InterCare DX, Inc.
                           Business Overview

InterCare DX,  Inc.  formerly  known  as  InterCare  Diagnostics,  Inc., 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.

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.

We  have  created,  published and  marketed software  products that is  embedded
with  sound,  text  and  video,  for  purpose  of relaxation training and stress
management. We  have  also  developed Internet-ready applications for healthcare
transactions management,  medical  and health-related contents  and  information
targeted towards the education, consumer and healthcare industry markets.

Our Products and Services

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.

On  June  30,  2000,  the company signed a master value added reseller agreement
with  Meridian  Holdings,  Inc.,  the  parent  company, to sell and  support the
MedMaster(tm)  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.

On June 30, 2001, the company discontinued its sale of Medmaster software at the
Request  of  Meridian  Holdings,  Inc.,  and  instead  embarked  upon  a  joint
development effort with Meridian Holdings, Inc., for a  new replacement software
known as ICE(tm)(InterCare Clinical Explorer), that is  scheduled to be released
in second quarter of 2003.

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.

InterCare   has  transitioned  the  ICE  software  solution   into  an  Internet
web-browser enabled application. This will  facilitate  access to the ICE   data
repository.  ICE(tm)  Internet   capabilities  will  facilitate   the  proactive
participation  of  the  consumer  in  the  entire  care   delivery  process.  As
such,  InterCare will have ICE(tm)  positioned to become a significant player in
the  growing  market  of  Internet-based, e-healthcare community solutions. This
                                       9
<PAGE>
will  significantly  expand  the   scope   of  available  healthcare  solutions.
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.

Multi-disciplinary Clinical decision support

Provision of advanced clinical functionality including protocols, pathways, care
plans,  order  sets,   alerts,  advanced  directives,  costing,  staffing,  time
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

Multiple  third-party  knowledge bases and lexicons can be readily  incorporated
into  ICE(tm)   including  ICD9,  CPT4,   DSM-4,  application  objects,  lexicon
objects, security objects and individual user preferences.

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
                                       10
<PAGE>
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.

                                   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 $5,526.35.  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.

                                       11
<Page>
SELECTED  FINANCIAL  DATA

The Company had net  working  capital of  $56,424  as  at June 30, 2003 compared
to   net working  capital  of  $183,011 during   the comparable  period in 2002.
This  represents  a  substantial decrease  in  working  capital. The decrease in
working  capital  was due to increase in research and development  expenses. 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.

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 n
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.

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.

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.




                                     12
<Page>
REVENUES

There was no revenue  generated  for the  quarter ended  June  30, 2003 and 2002
Respectively, since the company  has  been in the testing and refinement mode of
The ICE software.

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. The Company is budgeting  over $250,000 for
its  initial roll-out  of  new products sales and marketing  campaign during the
forth  quarter  of  the  year  2003,  assuming  more  capital   is  raised  from
shareholders or through a private equity lender.

SALES  AND  MARKETING

The registrant is focusing all  its resources in research  and  development of
the next  generation of  software  applications  and  utility  tools  for  the
healthcare  industry,  as a  result   no  sales  or  marketing  expenses  were
incurred during the three  month  period  ended  June  30,  2003.

PRODUCT  AND  CONTENT  DEVELOPMENT

Software  products  and Internet content development expenses are 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 second quarter ended June 30, 2003
was  $48,256 compared  to $1,609 during  the  comparable period in 2002. For the
year-to-date general administrative expenses, the Company  had incurred $141,549
compared to $16,438 in  the  comparable period  in 2002. Increase administrative
expense is due to increased management share of cost borne by Meridian Holdings,
Inc. and billed to InterCare DX Inc.

The  Company anticipates future increases in general and administrative expenses
as  it  embarks  on aggressive product development, sales and marketing.

OPERATING  LOSS

As a result of the factors described above, Company expects further increases in
operating expenses  for  the  remainder  of  the  year 2003, assuming additional
funding is raised  from  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)/ Income

The Company  had a  net loss  of $ 141,615 for six months ended June  30,  2003,
compared with net income of $348,133  in the comparable period in 2002. The net
loss  was due to the increased management expenses as explained above.



                                       13
<Page>
PLAN  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.

On April 3-5  the Company  participated in the Pri-Med West regional educational
conference, which was held at the Long Beach Convention Center. The Pri-Med
Western  Region  Conference  is a well-attended continuing education opportunity
jointly sponsored  by  the Harvard Medical School and UCLA's David Geffen School
of Medicine. At the  conference  (Booth 1566), InterCare demonstrated the latest
version of its InterCare  Clinical  Explorer (ICE(tm)), an innovative and robust
software suite designed for integrated  management of the healthcare enterprise,
from medical history to diagnosis and treatment through billing.

On July  22,  2003,  the  registrant  issued  a  press  release  announcing  its
participation  In   the  Capitol   Hill   Health  Technology  Demonstration,  an
all-day  technology  event, which  featured  interactive  healthcare  technology
displays   by  leading  government  agencies,  academic  institutions,  and  the
private sector. A noontime  panel  discussion  led  by  the  eHealth  Initiative
focused  on  the role of technology in improving quality and cost-effective care

This event  was  hosted by the Capitol  Hill "Steering  Committee  on Telehealth
and  Healthcare  Informatics" as part of a year-series of  healthcare technology
Demonstrations  and  presentations  highlighting   critical  healthcare  themes,
including applications for public health,  chronic  care and disease management,
clinical   care  decision-making,  medical   error   reduction,   healthcare  to
underserved populations, and various other cutting-edge applications.

InterCare's participation was  predicated upon the company's  development of the
InterCare  Clinical Explore(tm) (ICE(tm)),  an   innovative and  robust software
suite  designed  for  integrated management of the  healthcare  enterprise, from
medical history to diagnosis and treatment and billing.

PART  II     -  OTHER  INFORMATION

Item 3: Legal Proceedings
        None

Item 6. Exhibits and Reports on Form 8-K

  31.1  Certification pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
        of Anthony C. Dike
  31.2  Certification pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
        of Russ Lyon
  32.1  Certification pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
        of Anthony C. Dike and Russ Lyon

                                   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:  August 13,  2003
                                   By:  /s/  Russ Lyon
                                        -------------------
                                             Russ Lyon
                                      President/Chief technology Officer



                                       14
<Page>
                                   EXHIBIT 99.1



Exhibit	          Description of Document
Number

  31.1  Certification pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
        of Anthony C. Dike
  31.2  Certification pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
        of Russ Lyon
  32.1  Certification pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
        of Anthony C. Dike and Russ Lyon




















































                                       15
<PAGE>
                                    EXHIBIT 31.1

                                CERTIFICATION  PURSUANT  TO SECTION 302
                                 OF  THE  SARBANES-OXLEY  ACT  OF  2002


I, Anthony C. Dike, certify that:

1. I have reviewed this quarterly report  on Form  10-QSB of InterCare DX, Inc.,

2. Based  on  my  knowledge,  this quarterly report  does not contain any untrue
statement of a  material fact or omit  to  state  a material fact  necessary  to
make  the  statements  made,  in  light of  the  circumstances  under which such
statements were made, not  misleading with respect to the period covered by this
quarterly report;

3. Based   on   my  knowledge,  the  financial  statements,  and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial condition,  results of operations and cash flows of the
registrant  as of, and for, the periods presented in this quarterly report;

4. The  registrant's  other  certifying  officers  and  I  are  responsible  for
establishing and maintaining disclosure controls and procedures (as  defined  in
Exchange  Act  Rules  13a-15(e)  and 15d-15(e)) for the registrant and we have:

  a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be  designed  under our  supervision,  to  ensure  to
ensure that  material  information  relating  to  the  registrant, including its
consolidated  subsidiaries,  is   made  known  to  us  by  others  within  those
entities, particularly during the period in which this quarterly report is being
prepared;

   b) evaluated the effectiveness  of the  registrant's disclosure controls  and
procedures  and  presented  in  this  quarterly report our conclusions about the
effectiveness  of  the  disclosure controls and procedures, as of the end of the
period covered by this quarterly report based on such evaluation; and

   c) disclosed in this quarterly report any change in the registrant's internal
control  over  financial  reporting  that  occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the  case of an
annual report)  that  has  materially  affected,  or  is  reasonably  likely  to
materially  affect,  the registrant's internal control over financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of   registrant's  board  of
directors  (or  persons  performing  the equivalent functions):

   a) all  significant  deficiencies  in  the  design  or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  information; and

   b) any  fraud,  whether   or  not   material,  that  involves  management  or
other  employees  who  have  a  significant  role  in  the registrant's internal
control over financial reporting.


Date:     August 13, 2003

By:_/s/ Anthony C. Dike
Anthony C. Dike
Chairman and CEO (Principal Executive Officer)



                                       16
<PAGE>
                                    EXHIBIT 31.2

                                CERTIFICATION  PURSUANT  TO SECTION 302
                                 OF  THE  SARBANES-OXLEY  ACT  OF  2002


I, Russ Lyon, certify that:

1. I have reviewed this quarterly  report  on Form  10-QSB of InterCare DX, Inc.

2. Based  on  my  knowledge,  this quarterly report  does not contain any untrue
statement of a  material fact or omit  to  state  a material fact  necessary  to
make  the  statements  made,  in  light of  the circumstances  under  which such
statements were made, not misleading with respect to the period  covered by this
quarterly report;

3. Based   on   my  knowledge,  the financial  statements,  and  other financial
information  included  in this quarterly report, fairly present  in all material
respects  the  financial condition, results of operations and  cash flows of the
registrant  as of, and for, the periods presented in this quarterly report;

4. The  registrant's  other  certifying  officers  and  I  are  responsible  for
establishing and maintaining disclosure controls and  procedures (as  defined in
Exchange  Act  Rules  13a-15(e) and 15d-15(e)) for the  registrant and we have:

  a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be  designed  under our  supervision,  to  ensure  to
ensure that  material  information  relating  to  the  registrant, including its
consolidated  subsidiaries,  is   made  known  to  us  by  others  within  those
entities, particularly during the period in which this quarterly report is being
prepared;

   b) evaluated the effectiveness  of the  registrant's disclosure controls  and
procedures  and  presented  in  this  quarterly report our conclusions about the
effectiveness  of  the  disclosure controls and procedures, as of the end of the
period covered by this quarterly report based on such evaluation; and

   c) disclosed in this quarterly report any change in the registrant's internal
control  over  financial  reporting  that  occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the  case of an
annual report)  that  has  materially  affected,  or  is  reasonably  likely  to
materially  affect,  the registrant's internal control over financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of   registrant's  board  of
directors  (or  persons  performing  the equivalent functions):

   a) all  significant  deficiencies  in  the  design  or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  information; and

   b) any  fraud,  whether   or  not   material,  that  involves  management  or
other  employees  who  have  a  significant  role  in  the registrant's internal
control over financial reporting.



Date:     August 13, 2003

By:_/s/ Russ Lyon
--------------------------
        Russ Lyon
President and Chief Technology Officer

                                       17
<PAGE>
Exhibit 32.1




                    CERTIFICATION  PURSUANT  TO SECTION 906
                    OF  THE  SARBANES-OXLEY  ACT  OF  2002


In  connection  with  the  quarterly  report  of  InterCare DX,  Inc. (the
"Company") on  Form  10-QSB  for the period  ending  June 30, 2003 as filed
with   the   Securities   and   Exchange   Commission  on  the date hereof
(the "Report"),  we, Anthony C. Dike, the Chief Executive Officer, and Mr.
Russ Lyon,  President/Chief Technology Officer, of the  Company,  certify,
pursuant   to   18 U.S.C.   1350,  as adopted  pursuant to Section  906 of
the Sarbanes-Oxley  Act  of  2002,  that:

(1)  The Report fully complies with the requirements  of  Section 13(a) or
     15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)  The  information  contained  in  the  Report  fairly presents, in all
     material  respects, the financial condition and results of operations
     of the Company.

   A signed  original of this written statement required by Section 906,
or  other document authenticating, acknowledging, or otherwise  adopting
the   signature   that  appears  in  typed  form within  the  electronic
version of this written  statement  required  by Section  906,  has been
provided to InterCare DX, Inc. and  will  be  retained  by InterCare DX,
Inc., and  furnished  to the  Securities  and Exchange Commission or its
staff upon request.


DATE:  August 13,   2003        By:  /s/  Anthony  C.  Dike
                                        -------------------
                                         Anthony  C.  Dike
                                         Chairman  and  CEO


                                 By:  /s/  Russ Lyon
                                        -------------------
                                         Russ Lyon
                                        President/CTO


























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<PAGE>