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,  2001

(   )     TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

               For the Transition Period From  ___________ to ____________


                        COMMISSION FILE NUMBER:   333-57780


                              INTERCARE.COM-DX,INC.
                              ----------------------
             (Exact Name of Registrant as Specified in its Charter)

              CALIFORNIA                                   95-4304537
    -------------------------------               ------------------------
    (State of Other Jurisdiction of                  (I.R.S. Employer
    Incorporation  or  Organization)               Identification  Number)

        900 WILSHIRE BOULEVARD, SUITE 500, LOS ANGELES, CALIFORNIA 90017
        ----------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (213) 627-8878
        ----------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
        ----------------------------------------------------------------
    (Former name, former address and formal fiscal year, if changed since last
                                     report)


Indicate  by  check  mark  whether  the  Registrant  (1)  has  filed all reports
required  to  be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934  during  the  preceding  12 months and, (2) has been subject to such filing
requirements  for  the  past  90  days.     Yes  (  X  )   No   (    )

As  of  June 30,  2001,  InterCare.com-dx, Inc.,  Registrant  had  12,230,902
shares of its no par value common stock outstanding. There is currently no
public market for this stock.

                                        Page 1 of 16 sequentially numbered pages
                                                                       Form 10-Q
                                                             Second Quarter 2001









                                       1
<Page>

                            Intercare.com-dx, Inc.


                                      INDEX


                                                                       PAGE
                                                                       ----


PART  I.  FINANCIAL INFORMATION

          Balance Sheets - June  30, 2001                              3

          Statements of Operations for the Three Months
          ended  June  30, 2001                                        4

          Statement of Cash Flows for the Three Months
          ended June  30, 2001                                         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,
                                                         2001               2000
                                                        ======             ======

ASSETS
<S>                                                 <C>                <C>
Current assets
    Cash                                               $     5,512       $  1,232
    Accounts Receivable (Note 1 )                        1,385,850              -
    Less: Allow for Doubtful Accounts                            0              -
    Inventories                                            302,211         83,339
    Prepaid Expenses                                           (50)        11,770
                                                         ---------         ------
Total Current Assets.. . . . . . . . . . . . . . . .     1,693,523         96,271
                                                         ---------         ------
Property, Plant, and Equipment
    Net Accumulated Depreciation (Note 1). . . . . .         9,070         11,406

Other Assets
    Cash Advance                                              500               -
    Deferred Public Offering Costs                          34,836         13,000
                                                         ----------      --------
           Total  Assets                                 1,737,929        120,677
                                                         ==========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 1) . . . . . . . . . . . . .  1,514,302        161,171
                                                         ---------        --------
           Total Current Liabilities  . . . . . . .      1,514,302        161,171
                                                         ---------        --------
Long term liabilities          . . . . . .. . . . .         13,500              0
                                                         ---------        --------
           Total Liabilities  . . . . . . . . . . .      1,527,802        161,171
                                                         ---------        --------
Liabilities and Stockholders' Equity

Stockholders'  Equity

    Common stock (100,000,000 shares authorized
    no par value ; 12,230,902  shares issued and
    Outstanding) (Note 2) . . . . . . . . . . . . .       650,628          650,628
    Retained Earnings                                    (187,099)        (554,292)
    Accumulated Deficit                                  (253,402)        (136,829)
                                                        ----------       ----------
           Total Stockholders' Equity . . . . . . .       210,127          (40,494)
                                                        ----------        ---------
Total Liabilities & Equity. . . . . . . . . . . .    $  1,737,929         $120,677
                                                        ==========        =========

</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,

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

Operating Expense. . . .                   462,321     137,765
Other Income and Expense                     1,617        (936)
                                        ----------    --------
          Net Income . .                $ (253,402)   $(136,829)
                                         =========     ========

Weighted average number of shares       12,230,902    11,000,000
                                         $ (0.02)     $ (0.000)


</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,

                                                              2001          2000
                                                              ====          ====
<S>                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . . . . . . . .  $   (253,402)    $(136,829)
      Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation Expense                                   2,986             -
     (Increase) Decrease in
      Accounts receivables . . . . . . . . . . . . .         3,834           132
      Inventories. . . . . . . . . . . . . . . . . .      (235,540)            -
      Prepaid Expenses . . . . . . . . . . . . . . .            50             -
      Increase(Decrease) in
      Accounts Payables. . . . . . . . . . . . . . .       495,012       161,219
                                                          --------       --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . .        12,940        24,521

CASH FLOW FROM INVESTING ACTIVITIES
      Deferred Public Offering . . . . . . . . . . .             -       (13,000)
      Acquisition of Fixed Assets. . . . . . . . . .        (2,411)      (11,153)
                                                         ---------      ---------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . .        (2,411)      (24,153)

CASH FLOW FROM FINANCING ACTIVITIES
     Loan From MH . . . . . . . . . . . . . . . .           13,500             -
     Repayment of debt . . . . . . . . . . . . . . .       (21,836)            -
     Proceeds from long term debt. . . . . . . . . .           358             -
                                                          --------      --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . .        (7,978)            0

     Increase (Decrease) in cash . . . . . . . . . .         2,551           368
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .         2,961           864
                                                        -----------     ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $      5,512     $   1,231
                                                        ===========     ==========

</TABLE>












SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       5
<Page>
The  accompanying  notes  are  an  integral  part  of  this  statement.
                            InterCare.com-dx, Inc.

                        Notes to the Financial Statements

Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

On  June  30,  2000,  the Company signed a master value added reseller agreement
with  Meridian  Holdings,  Inc.,  the  parent  company,  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 June 30, 2001 and
2000:
<TABLE>
<CAPTION>
                                                  2001            2000
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,770      $68.120
Less:  Accumulated  Depreciation                   59,700       56,714
                                                 -------       -------
                                                  $ 9,070      $11,406
                                                 ========       =======
</TABLE>
                                       6
<Page>

Advertising

The  company  has  the  policy of expensing advertising costs as incurred. There
were  no  advertising  costs charged to expense for the quarter ended June 30,
2001.

Stock-based Compensation

Non  Employee  Stock-based  compensation   plans   are  recorded  at fair value
measurement  criteria as described in  SFAS  123, "Accounting for Stock-Based
Compensation", and  EITF  96-18,  "Accounting  for  Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services"

Employee  Stock-based  compensation plans are accounted for, using the intrinsic
value   method  prescribed  in  Accounting  Principles  Board  Opinion  No.  25,
"Accounting for  Stock  issued  to  Employees".  Under this method, compensation
cost is recognized  based on the excess of the fair value at the grant dates for
awards under those plans, as determined  by  the  Company's  officers  and
directors.

Recognition of Revenues.

Revenues  from  sale  of  software  are  recorded  upon  delivery  and
installation of  software  at  customer  sites.  The company provides a limited
amount  of  post-contract  customer  support  (PCS)  at  no  additional  charge
Pursuant to SOP  97-2, the value of the  PCS component of any sale is estimated
based on vendor specific evidence of fair value (i.e. catalogue price).

Revenues in respect of the value of the PCS, are recognized as  earned  ratably
over the PCS period (generally  90  days).

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. (the parent company), accounts payables and accrued
liabilities approximates  fair  value  because  of  the immediate or short-term
maturity  of  these  financial  instruments.
                                       7
<Page>
Deferred  Costs   Related  To  Proposed  Public  Offering.

Costs  incurred  in connection with the proposed public offering of common stock
have  been  deferred  and  will  be  charged  against capital if the offering is
successful  or  against  operations  if  it  is  unsuccessful.

The  estimated  expenses  of  this  offering in connection with the issuance and
distribution  of  the  securities  being registered, all of which are to be paid
by  the  Registrant,  excluding commissions and fees payable to the Escrow Agent
and  broker/dealers  are  as  follows:
<TABLE>
<CAPTION>
<S>                                                             <C>
Registration  Fee                                                $ 6,600.00
Legal  Fees  and  Expenses                                        19,580.00
Accounting  Fees  and  Expenses                                    2,000.00
Printing                                                           3,785.00
Miscellaneous  Expenses                                            2,871.00
                                                                  ---------
         Total                                                   $34,836.00
                                                                  ==========
</TABLE>
Basic and Diluted Net  Loss  Per  Common  Share.

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

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.

NOTE  3. SUBSEQUENT  EVENTS

Software Developers Agreement with QRS Diagnostics, LLC.

On  June  26,  2001,  the  registrant  entered  into  a  software  developers
agreement with QRS Diagnostics, LLC, a Minnesota Corporation. Under the terms of
the  agreement,  QRS  grants  a  non-exclusive,  non-transferable license to the
registrant  to  use  the  Software  Developers  Kit  (SDK)  delivered under this
Agreement  in  accordance  with  the terms and conditions herein, which includes
interfacing  the  software  into  the  registrant  next  generation  of clinical
documentation  and  data  acquisition  software  program known as ICE (InterCare
Clinical  Explorer).  All  copies  of  the  SDK  shall be the sole and exclusive
property  of  QRS.






                                       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 parent company, due to on going legal dispute regarding the
rights  to  ownership  of  clear title between Lockheed Martin and the estate of
Sirius  Computerized  Technology  of  Israel.

                                   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>

LACK  OF  A  PRESENT  MARKET  FOR  SECURITIES

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

MARKET  FOR  COMMON  STOCK

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

SELECTED  FINANCIAL  DATA

The  Company had no revenues from operations in the quarter ended June 30, 2001,
this  compares moderately with the comparable period in 2000. The entire quarter
was  devoted  (in  conjunction  with its parent company, Meridian Holdings, Inc.
(MEHO))  to  developing and testing its new family of software.   The Company is
nearing  completion of the first phase and anticipates to begin licensing in the
third  quarter  of  2001.

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 plan. The
SB2  registration  statement  filed  by  the  registrant in order to raise up to
$25,000,000  was  declared effective initially or January 29, 2001 by the United
States  Securities  and  Exchange Commission. An amended SB2 filed subsequent to
that  was  declared  effective  as  of  April  3,  2001. As of this writing, the
offering  is on going and there is no assurance that the registrant will be able
to  raise  all  the  funds  required  or any fund at all. If unable to raise the
$500,000  minimum through this offering, the registrant may not be able to break
escrow,  and  will therefore cancel the offering. This will seriously impact the
liquidity  of  the  registrant.

RESULTS  OF  OPERATIONS

We  have  experienced,  and expect to continue to experience, seasonality in our
license  revenues  and  results of operations, with a disproportionately greater
amount  of  our  license  revenues  for  any fiscal year being recognized in our
fourth  fiscal quarter. As a result, our first quarter revenues can be less than
those  of  the  preceding  quarter.
                                       10
<Page>

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

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., our parent company, due to on going legal dispute regarding the
rights  to  ownership  of  clear title between Lockheed Martin and the estate of
Sirius  Computerized  Technology  of  Israel.

For six months period ended June 30,2001, the registrant generated approximately
$334,199 in  total  revenue, as oppose to the $0 revenue for comparable period
in 2000.

The  increase  in revenue was due to sale of software license as well as revenue
generated  from  software  implementation  and  maintenance  services.

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,  2001.

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, 2001
was  $158,299,  compared  to  $0  during  the comparable period in 2000. For the
year-to-date  general administrative expenses, the Company had incurred $285,196
compared  to  $137,090  in  the  comparable  period  in  2000.   The increase in
operating  expense  is  due   to   the  additional  operating  costs  of
increased  personnel  requirement,  consultant  fees,  as  well  as  research
and  further  development of the MedMaster software program  as  a  value  added
reseller,  and  most recently, due to development of new family of software.  Of
the  $285,196  expense  in 2001, $157,000 was spent on research and development.
Approximately  $55,000 was spent on salary to employees, $19,580 for the efforts
in  the  initial public offering and the remaining  balance  was  for facilities
and  general  corporate  purposes.
                                       11
<Page>

The  Company anticipates future increases in general and administrative expenses
as  it  embarks  on aggressive product development, sales and marketing with its
associated increase in personnel costs and legal and accounting expenses related
to  the  public  offering  of  its  common  stock.

OPERATING  LOSS

As a result of the factors described above, Company expects further increases in
operating expenses for the year 2001, assuming additional funding is raised from
this  offering  to  be  used  in  financing  future operating costs. There is no
guarantee that the Company will be able to raise additional funds to finance all
the  anticipated  operating costs. In absence of such funds being available, the
Company may not be able to operate, and this could have a material impact in the
overall  execution  of  the  Company's  business  plan.

NET  LOSS

The  Company  had  a  net  loss  of  $(253,402)  or  (0.002)  per  share for the
year-to-date  ended  June  30,  2001,  compared with net loss of $136,829 in the
comparable  period  in  2000.  The  increase  in  net  loss was due to increased
operating  expense  as  described  above.

PLAN  OF  OPERATIONS

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

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

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

PART  II     -  OTHER  INFORMATION

ADDITIONAL  INFORMATION

On  June  26,  2001,  the  registrant  entered  into  a  software  developers
agreement with QRS Diagnostics, LLC, a Minnesota Corporation. Under the terms of
the  agreement,  QRS  grants  a  non-exclusive,  non-transferable license to the
registrant  to  use  the  Software  Developers  Kit  (SDK)  delivered under this
Agreement  in  accordance  with  the terms and conditions herein, which includes
interfacing  the  software  into  the  registrant  next  generation  of clinical
documentation  and  data  acquisition  software  program known as ICE (InterCare
Clinical  Explorer).  All  copies  of  the  SDK  shall be the sole and exclusive
property  of  QRS.

                                   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.
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INTERCARE.COM-DX,  INC.

DATE:  August 13,  2001
                                   By:  /s/  Philip  Falese
                                        -------------------
                                             Philip  Falese
                                       Chief  Financial  Officer


















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