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,  2002

(   )     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  June  30,  2002,  InterCare.com-dx,  Inc.,  Registrant  had  12,242,792
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
                                                             Second Quarter 2002











                                       1
<Page>

                            Intercare.com-dx, Inc.


                                      INDEX


                                                                       PAGE
                                                                       ----


PART  I.  FINANCIAL INFORMATION

          Balance Sheets - June  30, 2002                              3

          Statements of Operations for the six Months
          ended  June  30, 2002                                        4

          Statement of Cash Flows for the Three Months
          ended June  30, 2002                                         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

          Additional Information                                       12

          Signature                                                    12
































                                       2
<Page>

INTERCARE.COM-DX,  INC.

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                      Balance Sheet As At June 30,
                                                         2002               2001
                                                        ======             ======

ASSETS
<S>                                                 <C>                <C>
Current assets
    Cash                                              $ 4,936               $  5,512
    Accounts Receivable (Note 1 )                   1,385,850              1,385,850
    Less: Allow for Doubtful Accounts                       0                      0
    Inventories                                        52,211                302,211
    Prepaid Expenses                                        0                   (50)
                                                    ---------                 ------
Total Current Assets.. . . . . . . . . . . .        1,442,997              1,693,523
                                                    ---------                 ------
Property, Plant, and Equipment
    Net Accumulated Depreciation (Note 1). . . . . .        0                  9,070

Other Assets
    Cash Advance                                          500                    500
    Deferred Public Offering Costs                     65,332                 34,836
                                                   ----------               --------
           Total  Assets                            1,508,829              1,737,929
                                                   ==========               ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 1) . . . . . . . . . . . 1,259,986              1,514,302
                                                    ---------               --------
           Total Current Liabilities  . . . . . . . 1,259,986              1,514,302
                                                    ---------               --------
Long term liabilities          . . . . . .. . . . .    26,500                 13,500
                                                    ---------               --------
           Total Liabilities  . . . . . . . . . .   1,286,486              1,527,802
                                                    ---------               --------
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               650,628
    Accumulated Deficit                              (487,735)             (440,501)
                                                    ----------            ----------
           Total Stockholders' Equity . . . . . . .   222,343               210,127
                                                    ----------             ---------
Total Liabilities & Equity. . . . . . . . . . .  $  1,508,829            $1,737,929
                                                    ==========             =========

</TABLE>




                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                       3
<Page>

                            INTERCARE.COM-DX,  INC.
                       Consolidated Statement - Unaudited

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


                           For  the  Six Months ended  June 30,

                                         2002             2001
                                         ======            =====
<S>                                   <C>           <C>
Revenues  . . . . . . . .               $   0     $      334,199
Less: Cost of Revenues .               16,438            (126,897)
                                       ------             -------
          Gross Margin .              (16,438)           207,302

Operating Expense. . . .                  (66)           462,321
Other Income and Expense              364,637              1,617
                                   ----------            --------
          Net Income . .            $ 348,133          $(253,402)
                                    =========            ========

Weighted average number of shares   11,621,396        12,230,902
Weighted average earnings per share $ (0.0)             $ (0.0)

</TABLE>



































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

                             STATEMENT OF CASH FLOW

                                    UNAUDITED


<TABLE>
<CAPTION>

                                           For the Three Months  ended June 30,

                                                          2002          2001
                                                          ====          ====
<S>                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . . . . . . . . $  348,133        $(253,402)
      Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation Expense                                                 2,986     (Increase) Decrease in
      Accounts receivables . . . . . . . . . . . . .                       3,834
      Inventories. . . . . . . . . . . . . . . . . .                     (235,540)
      Prepaid Expenses . . . . . . . . . . . . . .                             50
      Increase(Decrease) in
      Accounts Payables. . . . . . . . . . . . . . .                      495,012
                                                          --------       --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . .     348,133           12,940

CASH FLOW FROM INVESTING ACTIVITIES
      Deferred Public Offering . . . . . . . . . . .           -               -
      Acquisition of Fixed Assets. . . . . . . . . .                       (2,411)
                                                         ---------      ---------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . .                       (2,411)

CASH FLOW FROM FINANCING ACTIVITIES
     Loan From MH . . . . . . . . . . . . . . . .          5,000           13,500
     Repayment of debt . . . . . . . . . . . . . . .    (351,524)         (21,836)
     Proceeds from long term debt. . . . . . . . . .                          358
                                                          --------       --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . .    (351,524)          (7,978)

     Increase (Decrease) in cash . . . . . . . . . .       1,609            2,551
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .       3,327            2,961
                                                        -----------     ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $    4,936       $    5,512
                                                        ===========     ==========

</TABLE>













SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       5
<Page>
                        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 June 30, 2001, the company discontinued its sale of Medmaster software at the
request of Meridian Holings, 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 the
third quarter  of  2002,  pending completion of the beta testing.

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, 2002 and
2001:
<TABLE>
<CAPTION>
                                                   2002              2001
                                                   =====             =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,264            $68,770
Less:  Accumulated  Depreciation                   68,264             59,700
                                                  -------            -------
                                                  $ -                $11,406
                                                  ========            =======
</TABLE>

Advertising

The  company  has  the  policy of expensing advertising costs as incurred

                                       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,
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, 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.

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.  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.

The Company recorded an extra-ordinary income of $350,000, due to the  sell  of
its intellectual  property rights  to  the source code  and proto-type software
commonly  know   as  ICE(tm) to Meridian  Holdings, Inc, an affiliated Company,
with  approximately  33%  equity  interest in  the  registrant, in exchange for
long term debt reduction and prepayment for software document cost.

The  source   code  and  the  prototype  software  sold  to  Meridian Holdings,
Inc., will  be  utilized to  develop  a  replacement  software  program for the
MedMaster  product, which  will  satisfy  the  needs  of our current and future
customers.















                                       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.

The   company   is   currently   developing  the  next  generation  of  clinical
documentation,  practice  management and data acquisition software program, with
multi-tasking,  multi-lingual  and full multi-media implementation. This soon to
be  released  software  application, will replace  MedMaster product line, which
has  been  pulled  from  the market by the registrant at the request of Meridian
Holdings,  Inc.,  our  affiliated  company.  The Ice(tm)  software which will be
is  currently  under-going  Beta  testing,  will  be  released  during the third
Quarter  of  2002, assuming  no  further  program-bugs were identified that will
materially impact the usability of the application by our cutstomers.

                                   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.


                                       9
<Page>
MARKET  FOR  COMMON  STOCK

No  market  exists  for  the  Company's  Common  Stock  at  the present time. An
application  has  been  filed  by  our  Market  Makers to NASD, to begin trading
of  our  Common  Stock on the OTCBB. We plan  to  list  our  common stock on the
Bulletin  Board  Exchange(SM)  or BBX, a  listed  market place, with qualitative
listing standards but with no minimum share price, income, or asset requirements
therefore  allowing  entrance  to  a  wide array of listings. According to NASD,
companies trading on the BBX will be  differentiated from those over-the-counter
in  that  their market symbol will begin with a the letters "XB", and unlike the
current  OTCBB  issuers will be allowed to  choose their own three-letter market
symbol. In  addition  the  BBX  will have an electronic  trading system to allow
order negotiation and automatic execution. The current OTCBB will  be phased out
in 2003 according to NASD, and in its place will be the BBX. There can be no
assurance that we will meet the listing requirements of BBX exchange when such
listing requirements becomes available.

SELECTED  FINANCIAL  DATA

The Company had no revenues from operations in the quarter ended June 30, 2002,
this compares moderately with the comparable period in 2001. The entire quarter
was  devoted  (in  conjunction  with its affiliated company, Meridian Holdings,
Inc.(MEHO)  to  developing and testing its new family of software.  The Company
is nearing  completion  of  the  beta  testing  phase  and anticipates to begin
licensing in the third  quarter  of  2002.

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
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.

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
                                       10
<Page>
amount  of  our  license  revenues  for  any fiscal year being recognized in our
fourth  fiscal quarter.

Our product is still  not  officially  released,  all  our  operational  efforts
a currently concentrated in completion of the development, debugging and system
level testing prior to official release of ICE(tm), the next generation of an
inpatient/out patient clinical documentation and decision support software.

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.

REVENUES

The  company  is  currently  developing  the  next  generation  of  clinical
documentation, practice management  and  data acquisition software program, with
multi-tasking, multi-lingual and full  multi-media  implementation. This soon to
be  released software  application, will replace MedMaster product  line,  which
has  been pulled  from  the  market by the applicant at the request  of Meridian
Holdings, Inc., an affiliated company.

For six months period ended June 30,2002, the registrant generated approximately
$0.00  in  total revenue, as oppose to $334,199 revenue for comparable period in
2001. This decrease in revenue  is due to the  withdrawal of  MedMaster software
from the market. A  replacement  software  program  known as ICE(tm) is expected
to be released during the of third quarter 2002.

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,  2002.

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 second quarter ended June 30, 2002
was  $1,609 compared to $158,299 during  the comparable period in 2001. For the
year-to-date  general administrative expenses, the Company had incurred $16,438
compared   to   $285,196  in  the   comparable  period  in  2001.  Decrease  in
administrative  expense is due to a waiver by Meridian Holdings, Inc. of future
payments  for  administrative services  by  the  registrant  to  offset amounts
previously  paid  for  MedMaster Software maintenance and enhancement to Corsys
Group (Israel) Limited,  a wholly  owned subsidiary of Meridian Holdings, Inc.,
that  was not  delivered  in the amount of  $325,000, due to the abandonment of
Medmaster  Software  by  Meridian Holdings,  Inc., following a Georgia (Altanta
USA) Court  decision in  2001 to award the said asset to Lockheed Martin Owego,
New York,  one  of Sirius  Computerised Technology (Israel), Limited creditors.

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

                                       11
<Page>

OPERATING  LOSS

As a result of the factors described above, Company expects  further  increases
in operating expenses for the year 2002, 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.

Extra Ordinary Income

The Company recorded an extra-ordinary income of $350,000, due to the sell of
its intellectual property rights  to the source code  and proto-type software
commonly  know    as  ICE(tm)  to   Meridian  Holdings, Inc,  an   affiliated
Company,  with  approximately  33% equity  interest  in  the  registrant,  in
exchange  for  long term debt reduction and prepayment for  software document
cost.

The  source code and  the prototype  software sold to Meridian Holdings, Inc.,
will  be utilized to develop a  replacement software program for the MedMaster
product, which willsatisfy the needs of our current and future customers.

Net Income

The Company had a net income of $ 348,133 for six months ended June  30,  2002,
compared  with  net  loss  of  $253,402  in  the comparable period in 2001. The
increase in  net  income was  due to the extra-ordinary income described above.

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  upon  release  of the Ice(tm) software during the third
quarter of 2002, assuming successful completion of the beta testing. There is no
assurance that such advertisement campaign will yield  any dividend.

PART  II     -  OTHER  INFORMATION

None

                                   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:  August 13,  2002
                                   By:  /s/  Russ Lyon
                                        -------------------
                                             Russ Lyon
                                      President/Chief technology Officer









                                       12
<Page>