UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON,  D.  C.  20549

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

               For  the  Quarterly  Period  Ended        September 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  September 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-Q
                                                             Third Quarter 2002

                            Intercare.com-dx, Inc.


                                      INDEX


                                                                       PAGE
                                                                       ----


PART  I.  FINANCIAL INFORMATION

          Balance Sheets - September  30, 2002                         3

          Statements of Operations for the Nine Months
          ended September 30, 2002                                     4

          Statement of Cash Flows for the Nine Months
          ended September 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                                                   13




































                                       2
<PAGE>
INTERCARE.COM-DX,  INC.

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                    Balance Sheet As At Sept. 30,

                                                         2002               2001
                                                        ======             ======

ASSETS
<S>                                                 <C>                <C>
Current assets
    Cash                                                $2,891            $  10,225
    Accounts Receivable - Net (Note 1 )              1,385,850            1,385,850
    Inventories                                         52,211              160,461
    Prepaid Expenses                                        -                   (50)
                                                     ---------         -------------
Total Current Assets.. . . . . . . . . . . . . . . . 1,440,952            1,555,474
                                                     ---------         -------------
Property, Plant, and Equipment
    Net Accumulated Depreciation (Note 1). . . . . .                         9,070

Other Assets
    Cash Advance                                           500                 500
    Deferred Public Offering Costs                      65,332              35,636
                                                     ----------         ------------
           Total  Assets                             1,506,784           1,601,692
                                                     ==========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 1) . . . . . . . . . . . .1,228,949           1,499,351
    Others                                              24,300              25,692
                                                    ---------            -----------
           Total Current Liabilities  . . . . . . .  1,253,249           1,525,043
                                                    ---------            ------------
Long term liabilities          . . . . . .. . . . .     31,500              16,500
                                                   ----------            -----------
           Total Liabilities  . . . . . . . . . .  . 1,284,749           1,541,543
                                                   ----------            -----------
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 September 30, 2001 and
    12,242,972 as of September 30, 2002.(Note 2)       710,078              698,089
    Accumulated deficit                               (488,043)            (637,940)
                                                     ----------           ----------
           Total Stockholders' Equity . . . . . . .    222,035               60,149
                                                     ----------           ---------
Total Liabilities & Equity. . . . . . . . . . . .   $1,506,784           $1,601,692
                                                     ==========           =========

</TABLE>








                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                       3
<PAGE>


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

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                            For the: 3 Mos. Ended Sept. 30,   9 Mos. Ended Sept. 30,

                                        2002         2001       2002          2001
                                       ======        =====      ======        =====
<S>                                   <C>           <C>       <C>           <C>
Revenues  . . . . . . . .            $     0      $     0      $      0      $ 334,199
Less: Cost of Revenues .                 263            0        16,701       (126,897)
                                      ---------    -------     ---------      ----------
          Gross Margin .                (263)           0       (16,701)       207,302

Operating Expense. . . .                   -        197,600                    659,906
Other Income and Expense                  45            160     364,526          1,762
                                     ----------    --------    ----------      -------
          Net Income . .             $  (308)      (197,440)    347,825       (450,841)
                                      =========    ========    ==========      ========

Weighted average number of shares    12,242,792   12,230,902   12,242,792    12,230,902
                                     $    -       $  (0.002)    $ .03          $ (0.004)


</TABLE>





































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

                             STATEMENT OF CASH FLOW

                                    UNAUDITED


<TABLE>
<CAPTION>

                                              For the Nine Months Ended Sept. 30,

                                                              2002          2001
                                                              ====          ====
<S>                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . . . . . . . .  $  347,825        $(450,841)
      Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation Expense                                                  2,986
     (Increase) Decrease in
      Accounts receivables . . . . . . . . . . . . .                        3,835
      Inventories. . . . . . . . . . . . . . . . . .                      (71,123)
      Prepaid Expenses . . . . . . . . . . . . . . .                           50
      Increase(Decrease) in
      Accounts Payables. . . . . . . . . . . . . . .    (357,260)         489,214
                                                          --------       --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . .    (  9,435)         (25,884)

CASH FLOW FROM INVESTING ACTIVITIES
      Deferred Public Offering . . . . . . . . . . .                      (22,636)
      Acquisition of Fixed Assets. . . . . . . . . .         -                -
                                                         ---------        ---------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . .         -            (22,636)

CASH FLOW FROM FINANCING ACTIVITIES
     Loan From MH . . . . . . . . . . . . . . . .          10,000          16,500
     Loan From Meridian Medical Group. .  . . . . . . . . .                21,800
     Repayment of debt . . . . . . . . . . . . . . .     (  1,000)        (30,329)
     Sale of Common Stock . . . . . . . . . . . . .                        47,450
     Proceeds from long term debt. . . . . . . . . .                          358
                                                          --------        --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . .        9,000          55,779

     Increase (Decrease) in cash . . . . . . . . . .     (    435)          7,264
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .        3,327           2,961
                                                        -----------       ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $     2,892          10,225
                                                        ===========       ==========

</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,  2000,  the Company signed a master value added reseller agreement
with  Meridian  Holdings,  Inc., (an affiliate),  to  sell  and  support  the
now  discontinued  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.

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 Sept. 30, 2002 and
2001:
<TABLE>
<CAPTION>
                                                  2002            2001
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      0            $68,770
Less:  Accumulated  Depreciation                  0             59,700
                                                 -------       -------
                                                  0            $ 9,070
                                                 ========       =======
</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 Sept. 30,
2002.
                                       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.  On  October  3, 2002, the company issued a total of 1,000,100 shares
to  its'  key  employees  as part of their bonus pay and  incentive stock option
award.

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

Deferred  Costs   Related  To  Proposed  Public  Offering.

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
                                       7
<PAGE>
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

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.


                          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 is the developer of ICE(tm), a scalable healthcare software solution
that  integrates  every  aspect  of  the  healthcare  enterprise,  designed  for
information  tracking,  error  reduction, patient safety.   ICE(tm)'s extensive,
scalable   system  flexibility  allows  its  adaptation  to  clinical  workflow,
operating   independently  in  centralized  and  decentralized  facilities.  The
program features intuitive order entry, "tapering" orders, a  clinical knowledge
base,   digital   video   enhanced   patient    education    module,   real-time
electro-physiological   data   capture   and   display,   voice  command,  voice
recognition,  digital  dictation  module  and  numerous  other  capabilities  to
complement  and  document  the  diagnostic  and  treatment  processes, including
unlimited  free-text  notes.

Microsoft OCX, GRID, SQL Server  and PUSH technologies are provided on ICE , and
the  system  provides  real  time information to physicians and other healthcare
providers  on  a  need-to-know  basis.  Maximized  information displays increase
workflow efficiency  by  minimizing  mouse  clicks  and  screen  changes.

ICE  is  available  for  both  inpatient and outpatient clinical documentations,
thus enabling healthcare providers to be able to create a life-time longitudinal
multimedia  patient  clinical  record.

The Company has now embarked on aggressive  marketing and sales efforts in other
to  introduce  the application into the highly competitive healthcare market. As
of this  writing,  no sales prospects have  been  closed,  however,  this  event
represents  a  significant  milestone  in  the  Company's overall business plan.
The Company anticipates  a  significant revenue increase in future from software
Licensing royalties.

                                   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  $5,186.27.  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.
                                       8
<PAGE>
There  has  been  to  date  no  petition  under  the bankruptcy act or any state
insolvency  law  filed  by  or against the Company or its officers, directors or
other  key  personnel.

RISKS  ASSOCIATED  WITH  MANAGING  GROWTH

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

MARKET  FOR  COMMON  STOCK

On  September  13,  2002, the Company's common stock began trading on the OTCBB,
under  the  symbol  "ICCO".  The  trading  price  have  ranged  from  the bid of
0.02  cents  to  0.03  cents, with minimal volume. The company intends to embark
on  a  market  awareness  program  to inform the investing communities about the
company's  products  and services. There can be no assurance that such marketing
efforts  will  yield  any  dividend,  in view of the current market and economic
condition.

SELECTED  FINANCIAL  DATA

The  Company had no revenues from operations in the quarter ended Sept 30, 2002,
this  compares evenly with  the  comparable period in 2001. The  entire  quarter
was  devoted  in  conjunction  with  Meridian  Holdings,  Inc., an affiliate  to
developing  and testing its new family of software known as ICE(tm) scheduled to
be  released  during  the  fourth  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 current
unaudited financial statements  and  notes,  as  well as  the  other information
included in our annual report (10KSB) for the period ended December 31, 2001, as
filed  with  SEC. 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.
                                       9
<PAGE>
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
For   nine   months  period  ended  September 30,2002,  the registrant generated
zero revenue,  as  opposed  to $334,199  revenue for comparable period  in 2001.
The  decrease in revenue was due lack of sales activity during the period ended
September 30, 2002.

SALES  AND  MARKETING

On September 16, 2002, Meridian Holdings, Inc.  (an affiliate company) announced
the release of version 3.0  of  InterCare  Clinical Explorer(tm)  (ICE(tm)),  an
innovative and robust software application designed to integrate every aspect of
the healthcare enterprise.

ICE  's  extensive,  scalable   system  flexibility  allows  its  adaptation  to
clinical  workflow,  operating  independently  in  centralized and decentralized
facilities.  The  program  features  intuitive  order  entry, "tapering" orders,
a  clinical  knowledge  base,  digital  video enhanced patient education module,
real-time  electro-physiological   data  capture  and  display,  voice  command,
voice  recognition,  digital dictation module and numerous other capabilities to
complement  and  document  the  diagnostic  and  treatment  processes, including
unlimited  free-text  notes.

Microsoft OCX, GRID, SQL Server  and PUSH technologies are provided on ICE , and
the  system  provides  real  time information to physicians and other healthcare
providers  on  a  need-to-know  basis.  Maximized  information displays increase
workflow efficiency  by  minimizing  mouse  clicks  and  screen  changes.

ICE  is  available  for  both  inpatient and outpatient clinical documentations,
thus enabling healthcare providers to be able to create a life-time longitudinal
multimedia  patient  clinical  record.

The Company has now embarked on aggressive  marketing and sales efforts in other
to  introduce  the application into the highly competitive healthcare market. As
of this writing, no sales  prospects  have  been  closed,  however,  this  event
represents a  significant milestone in  the  Company's  overall  business  plan.

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 $1,000,000 during the next
12  months  to fund project and content development. This is contingent upon the
Company's  ability  to  raise  funds  from  investors.


                                       10
<PAGE>
GENERAL  AND  ADMINISTRATIVE

General  and  administrative expenses  for the third quarter ended Sept 30, 2002
was   $0,   compared   to   $197,600  during  the  comparable  period  in  2001.
For  nine  month  period  ended  September  30,  2002,  general   administrative
expenses, the Company  incurred  $0  compared  to  $659,906  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
Computerized  Technology  (Israel), Limited creditors. The  Company  will  start
paying  its  bills as they become due, as soon as the $325,000  credit  memo  is
exhausted.

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 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.

NET  LOSS

The   Company   had  a  net  income  of  $  347,825  or  $0.03  per  share  for
the nine  months  period  ended Sept  30,  2002,  compared  with  net  loss  of
$450,841 or $(0.004) per share in the comparable period in  2001.  The increase
in  net  income  was  due  to  the  sale  of  the ICE Software source-code, and
prototype application  to  Meridian Holdings, Inc.

PLAN  OF  OPERATIONS

On  September  13,  2002, the Company's common stock began trading on the OTCBB,
under  the  symbol  "ICCO".  The  trading  price  have  ranged  from  the bid of
0.02  cents  to  0.03  cents, with minimal volume. The company intends to embark
on  a  market  awareness  program  to inform the investing communities about the
company's  products  and services. There can be no assurance that such marketing
efforts  will  yield  any  dividend,  in view of the current market and economic
condition.

On  September  23,  2002,  the  company  announced that it has appointed  Messrs
Randall  W.  Maxey,  MD,  PhD,  and  Jude  Uwaezuoke  to its board of directors.

Dr.  Maxey,  a  physician  specializing  in  renal  medicine, is chairman of the
National Medical Association Board of Trustees. Licensed to practice medicine in
California  and  Guam,  Maxey  is  affiliated  with a number of hospitals in the
Los  Angeles  area,  including  the  Daniel Freeman Hospitals, Robert F. Kennedy
Medical  Center  and  Cedars  Sinai  Medical  Centers. In addition to serving as
an  attending  physician  at  the  Guam  Memorial  Hospital   (Tumuning,  Guam),
he  is  the  supervising medical director of the Los Angeles Dialysis Center and
the  Premiere  Pacific  Dialysis  Center  (Dededo, Guam).   A published lecturer
and  award-winning  presenter,   Maxey  received  a  BS  in  pharmacy  from  the
University  of  Cincinnati,  a  PhD  in   cardiovascular   pharmacology  and  MD
from  Howard University.

He  is  founder  and  president  of  the Church Health Network and serves on the
boards  of  various  health  organizations,   including   the  Guam  Renal  Care
Corporation, of  which  he  is  chairman.

Mr.  Jude  Uwaezuoke,  who  has  approximately   15  years  of   administrative,
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marketing  and  financial  management  experience,  is  president of Speedy-Care
Medical  Distributors  (Inglewood,  Calif.),  a  privately  held  wholesaler  of
surgical  instruments.  Currently  in  his  third  year  of  study  at  West Los
Angeles  University  Law  School,  Uwaezuoke   received  a  BS  from  California
State  University  Dominguez  Hills  and  an  MBA  from  West  Coast University.

RECENT EVENTS

On  October 24, 2002, the  registrant  entered  into  a  joint product marketing
agreement with QRS Diagnostics, LLC, a Minnesota Corporation, a  privately  held
designer and  developer  of patented, software-based medical devices in computer
(PC) cards.

PART  II     -  OTHER  INFORMATION

ADDITIONAL  INFORMATION

Exhibits 99.1      Certification pursuant to 18 U.S.C. section 1350 as adopted
                   pursuant to Section 906 of the SARBANES-OXLEY ACT OF 2002

                                  SIGNATURES

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

INTERCARE.COM-DX,  INC.

DATE:  November 14, 2002
                                   By:  /s/  Foday Sorsor Conteh
                                        -------------------
                                             Foday Sorsor Conteh
                                           Vice-President Finance






































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