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        September 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  September 30, 2003,  InterCare DX, Inc., Registrant  had  13,293,403
shares of its no par value common stock outstanding. There is currently no
public market for this stock.














                                        Page 1 of 13 sequentially numbered pages
                                                                       Form 10-Q
                                                             Third Quarter 2003
                              InterCare DX, Inc.


                                      INDEX


                                                                      PAGE
                                                                      ----


PART  I.  FINANCIAL INFORMATION

          Balance Sheets - September  30, 2003                         3

          Statements of Operations for the Nine Months
          ended September 30, 2003                                     4

          Statement of Cash Flows for the Nine Months
          ended September 30, 2003                                     5

          Notes to Financial Statements                                6-7

          Company Overview                                             8

          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 DX,  Inc.

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


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

                                                         2003               2002
                                                        ======             ======

ASSETS
<S>                                                 <C>                <C>
Current assets
    Cash                                             $   105              $  2,891
    Accounts Receivable - Net (Note 1 )            1,385,850             1,385,850
    Inventories                                       52,211                52,211
                                                         -
                                                   ----------           -----------
Total Current Assets.. . . . . . . . . . . . . . . 1,438,166             1,440,952
                                                   ----------           -----------
Property, Plant, and Equipment
    Net Accumulated Depreciation (Note 1). . . . . .      -                  -

Other Assets
    Cash Advance                                         500                   500
    Deferred Public Offering Costs                    65,332                65,332
                                                   ----------            ----------
           Total  Assets                           1,503,998             1,506,784
                                                   ==========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 1) . . . . . . . . . .. 1,400,391.            1,228,949
    Others                                            26,300                24,300
                                                    ---------            -----------
           Total Current Liabilities  . . . . . . .1,426,691             1,253,249
                                                    ---------            ------------
Long term liabilities          . . . . . .. . . . .   52,388                31,500
                                                   ----------            -----------
           Total Liabilities  . . . . . . . . . .  1,479,079.            1,284,749
                                                   ----------            -----------
Liabilities and Stockholders' Equity

Stockholders'  Equity

    Common stock (100,000,000 shares authorized
    no par value ; 12,242,972  shares issued and
    outstanding as of September 30, 2002 and
    13,293,403 as of September 30, 2003.             712,178                710,078
    Accumulated deficit                             (687,259)              (488,043)
                                                   ----------            ----------
           Total Stockholders' Equity . . . . . . .   24,919                222,035
                                                   ----------             ---------
Total Liabilities & Equity. . . . . . . . . . .  $ 1,503,998             $1,506,784
                                                   ==========             =========

</TABLE>








                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                       3
<PAGE>


                                InterCare DX,  Inc.
                       Consolidated Statement - Unaudited

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

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

                                        2003         2002       2003          2002
                                       ======        =====      ======        =====
<S>                                   <C>           <C>       <C>           <C>
Revenues  . . . . . . . .            $     0      $     0      $      0      $    0
                                      ---------    -------     ---------      -------
                                           0            0             0           0

Operating Expense. ..                  43,617         263        185,165       16,701

Other Income and Expense                  (33)         45            (99)     364,526
                                     ----------    --------    ----------      -------
          Net Income . .             $(43,650)       (308)      (185,264)     347,825
                                      =========    ========    ==========      ========

Weighted average number of shares    12,768,098    12,242,792  12,768,098   12,242,792
Earnings per Share                   $ -            $ -         $ (0.01)        $ 0.03


</TABLE>





































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

                             STATEMENT OF CASH FLOW

                                    UNAUDITED


<TABLE>
<CAPTION>

                                              For the Nine Months Ended Sept. 30,

                                                              2003          2002
                                                              ====          ====
<S>                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . . . . . . . .  $(185,264)        $347,825
      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. . . . . . . . . . . . . . .     176,442         (357,260)
                                                          --------       --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . .      (8,822)         (9,435)


CASH FLOW FROM FINANCING ACTIVITIES
     Loan From MH . . . . . . . . . . . . . . . .          8,530           10,000
     Repayment of debt . . . . . . . . . . . . . . .           -           (1,000)
                                                          --------        --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . .       8,530           9,000

     Increase (Decrease) in cash . . . . . . . . . .        (292)           (435)
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .         397           3,327
                                                        -----------       ---------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $      105           2,892
                                                        ===========       =========

</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 Sept. 30, 2003 and
2002:
<TABLE>
<CAPTION>
                                                  2003            2002
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                         $ 0            $ 0
Less:  Accumulated  Depreciation                       0              0
                                                  -------        -------
                                                     $ 0            $ 0
                                                  ========       =======
</TABLE>

Advertising

The  company  has  the  policy of expensing advertising costs as incurred. There
were  no  advertising  costs charged to expense for  the quarter ended Sept. 30,
2003.

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.

Basic and Diluted Net  Loss  Per  Common  Share.

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

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

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

NOTE  2. RECENT  EVENTS

On  September  3,  2003,  the  registrant  issued  a  press  release  announcing
That  it  had  entered  into  a  product partnering and marketing agreement with
Meganet Corporation based  in  Encino,  California.

The  parties  entered  into  this  partnership  agreement  for  the  purpose  of
integrating  Meganet's Virtual Matrix Crypto System Technology into ICE  Medical
Information  System.
                                       7
<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.

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.

The registrant new product known as InterCare Clinical Explorer (ICE) will soon
be officially release, after undergoing several iterations of pilot testing.

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.

InterCare   has also 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
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,
                                       8
<PAGE>
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
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.)
                                       9
<PAGE>
-       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  $5526.35.  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.

SELECTED  FINANCIAL  DATA

The Company had net  working  capital of  $11,475  as  at September 30, 2003
compared to   net working  capital  of  $187,793 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 current
unaudited financial statements  and  notes,  as  well as  the  other information
included in our annual report (10KSB) for the period ended December 31, 2002, as
filed  with  SEC. Our  discussion   contains  forward-looking   statements  that
                                       10
<PAGE>
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

The company has realized only minimal revenue since embarking upon the
development of InterCare  Clinical  Explorer(tm)  (ICE(tm)) software.

We  will  depend on the commercial success of our product suite, which
is currently being pilot tested in three health care facilities.

REVENUES
For   the three and nine   months  period  ended  September 30,2003,   and 2002,
the registrant generated zero revenue due to lack of sales activities.

SALES  AND  MARKETING

On September 16, 2003, the registrant  officially  released the version  3.27 of
of  InterCare  Clinical  Explorer(tm)  (ICE(tm)),  an   innovative   and  robust
software application  designed  to  integrate  every  aspect of  the  healthcare
enterprise, for  pilot  testing. These short  release  versions are  intended to
evaluate the  use  of the application in a real live  environment.

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, we  have  only three installed base for pilot testing, no sales
prospects  have  been  closed,  however,  this  event  represents a  significant
milestone in  the  Company's  overall  business  plan.


GENERAL  AND  ADMINISTRATIVE

General  and  administrative expenses  for the third quarter ended Sept 30, 2003
were  $43,617,  compared   to   $263  during  the  comparable  period  in  2002.
For  nine  month  period  ended  September  30,  2003,  general   administrative
expenses, the Company incurred $185,165 compared  to  $16,701 in the  comparable
period in  2002.  The increase in general and administrative expenses is largely
attributable to the increased  management share of cost billed to the registrant
by  Meridian Holdings, Inc. on a quarterly basis

OPERATING  LOSS

The Company expects further  increases  in  operating losses for the 2003 fiscal
year, due  to  lack of sales activities. However,  management  believes that the
company will begin to generate revenue  in  2004 fiscal year,  after  completing
the pilot testing, and releasing the official version of the application.


                                       11
<PAGE>
NET  LOSS

The   Company   had  a  net  loss  of  $185,264  for the nine  months  period
ended Sept  30,  2003,  compared with net income of $347,825 in the comparable
period in  2002.  The net loss for the period is accounted for by the increase
in general and administrative expenses.

PLAN  OF  OPERATIONS

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.

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.

On  September  3,  2003,  the  registrant  issued  a press  release announcing
that  it  had  entered  into  a  product partnering  and  marketing  agreement
with Meganet Corporation based  in  Encino,  California.

Under the terms of this agreement,  Meganet  and InterCare  will  undertake to
customize  the ICE software  and product line to accommodate all the following
Meganet's   Technologies:  VME  Sign  for  data  authenticity;  VME  Mail  for
encryption of  e-mail at the end-user level; VME BioDrive-for portable patient
data storage on  a  USB  drive  with  biometric  authentication.

RECENT EVENTS

On  November 5,  2003,  Fredrick W. James, M.D., a Professor and Chair of the
Department  of Pediatrics, Charles R. Drew University of Medicine and Science
was appointed to the Clinical Advisory Board of the registant.

PART  II     -  OTHER  INFORMATION

ADDITIONAL  INFORMATION

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 A. Lyon
  32.1  Certification pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
        of Anthony C. Dike and Russ A. 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:  November 14, 2003
                                   By:  /s/  Russ A. Lyon
                                        -------------------
                                            Russ A. Lyon
                                           President/CTO

                                       12
<PAGE>
                                    EXHIBIT 31.1



I, Anthony C. Dike, certify that:

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

2. Based  on  my  knowledge,  this  annual  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
annual  report;

3. Based   on   my  knowledge,  the  financial  statements,  and other financial
information  included  in  this  annual  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 annual 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-14  and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures 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 annual report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls  and
procedures  as of a date within 90 days prior to the filing date of this  annual
report (the ""Evaluation Date""); and

     c) presented in this annual report our conclusions  about the effectiveness
of  the  disclosure  controls  and procedures based on our evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, 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  data  and  have identified for  the
registrant's  auditors   any   material  weaknesses  in  internal  controls; and

     b) any  fraud,  whether   or  not   material,  that  involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual  report  whether  or  not  there  were  significant changes  in  internal
controls or in other factors that could significantly  affect  internal controls
subsequent  to the date of our most recent evaluation, including  any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:     November 14, 2003

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







                                       13
<Page>
                                    EXHIBIT 31.2



I, Russ Lyon, certify that:

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

2. Based  on  my  knowledge,  this  annual  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
annual  report;

3. Based   on   my  knowledge,  the  financial  statements,  and other financial
information  included  in  this  annual  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 annual 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-14  and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures 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 annual report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls  and
procedures  as of a date within 90 days prior to the filing date of this  annual
report (the ""Evaluation Date""); and

     c) presented in this annual report our conclusions  about the effectiveness
of  the  disclosure  controls  and procedures based on our evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, 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  data  and  have identified for  the
registrant's  auditors   any   material  weaknesses  in  internal  controls; and

     b) any  fraud,  whether   or  not   material,  that  involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual  report  whether  or  not  there  were  significant changes  in  internal
controls or in other factors that could significantly  affect  internal controls
subsequent  to the date of our most recent evaluation, including  any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:     November 14, 2003

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







                                       14
<PAGE>

Exhibit 32.1




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


In  connection  with  the  quarterly  report  of  Meridian  Holdings,  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 A. Lyon, President, 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 Meridian
Holdings,  Inc.,  and  will  be  retained   by   Meridian  Holdings,  Inc.,  and
furnished to the Securities  and Exchange  Commission or its staff upon request.


DATE: November 14,   2003        By:  /s/  Anthony  C.  Dike
                                        -------------------
                                         Anthony  C.  Dike
                                        Chairman  and  CEO


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
























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