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,  2005

(   )     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)

           6201  Bristol Parkway  Culver City,  California 90230
        ----------------------------------------------------------------
                    (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,  2005, InterCare DX,  Inc., Registrant had  17,014,802 shares
of  its  no  par  value  common stock outstanding with a total market value of
$850,740













                                        Page 1 of 19 sequentially numbered pages
                                                                     Form 10-QSB
                                                             Second Quarter 2005


                            InterCare DX, Inc.


                                      INDEX


                                                                       PAGE
                                                                       ----


PART  I.  FINANCIAL INFORMATION
      Item 1     Financial Statement

          Balance Sheets - June  30, 2005                                3

          Statements of Operations for the six Months
          ended  June  30, 2005                                          4

          Statement of Cash Flows for the Three Months
          ended June  30, 2005                                           5

          Notes to Financial Statements                                6-8

          Company Overview                                               9

    Item 2    Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                   13-16

    Item 3    Controls and Procedures                                    16

PART II   OTHER INFORMATION

          Additional Information                                         17

          Signature                                                      17




























                                       2
<Page>

                               INTERCARE DX,  INC.
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                            As of June 30             December 31
                                                     2005                    2004
                                                    ======                  ======

ASSETS
<S>                                                 <C>                         <C>
Current assets
    Cash                                            $     149               $    213
Accounts Receivable (Note 1 )                       1,385,920              1,386,950
                                                   ----------              ---------

     Inventories                                      52,221                  52,211
                                                    ---------                 ------
Total Current Assets.. . . . . . . . . . . .       1,438,280               1,437,291
                                                    ---------                 ------
Property, Plant, and Equipment
    Net Accumulated Depreciation (Note 1). . . . . .        0                      0

Other Assets
    Deferred Public Offering Costs                    65,332                  65,332
                                                   ----------               --------
           Total  Assets                           1,503,612               1,502,623
                                                   ==========               ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 1) . . . . . . . . . . $ 1,568,847              1,622,853
    Advances from Officer                              38,450                 28,500
    Deposits                                          110,024                 50,000
                                                    ---------               --------
           Total Current Liabilities  . . . . . .  .1,717,546              1,627,556

Long term liabilities          . . . . . .. . . . .    76,677                 76,797
                                                    ---------               --------
           Total Liabilities  . . . . . . . . . .   1,794,223              1,704,353
                                                    ---------               --------


Liabilities and Stockholders' Equity

Stockholders'  Equity

    Common stock (100,000,000 shares authorized
    no par value 17,014,802  and 15,713,502 shares
    issued and Outstanding as of June 30, 2005  and
    December 31, 2004) (Note 2) . . . . . . . .  .  .874,928                772,203
    Accumulated Deficit                           (1,165,539)              (973,933)
                                                    ----------            ----------
           Total Stockholders' Equity . . . . . . . (250,455)              (201,730)
                                                    ----------             ---------
Total Liabilities & Equity. . . . . . . . . . .  $ 1,503,612             $1,502,623
                                                    ==========             =========

</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                       3
<Page>

                            INTERCARE DX,  INC.
                       Consolidated Statement - Unaudited

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


                        For three months  ended June 30,   Six months ended, June 30,
                               2005            2004           2005               2004
                               =====           ======        =======          ========
<S>                         <c>             <c>             <c>          <c>
Revenues  . . . . . . . .      2,970                 -           $ 2,970    $         -
                              ---------         -------         --------        -------
Gross Margin .                 2,970                -              2,970              -

operating Expense. . .       (51,643)             165,917       (194,576)       (209,539)

                              ---------           --------        ---------       --------
          Net loss . .       (48,673)            (165,917)     $ 191,606        (209,539)
                               =========          =========       =========       ========

Weighted average number of shares   16,341,469  14,461,986    16,076,169       14,293,403
Weighted average earnings per share   $(0.0)   $   (0.0)       $ (0.0)        $ (0.0)

</Table>




































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

                             STATEMENT OF CASH FLOW

                                    UNAUDITED


<TABLE>
<CAPTION>

                              For the Six Months  ended June 30,   Three Months Ended June 30

                                               2005         2004        2005       2004
                                               ====         ====         ====      ====
<S>                                          <C>          <C>          <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . .      $ (191,606)  $ (209,539)  (48,673)   (165,917)
      Adjustments to reconcile net
      loss to net cash
      used in operating activities:
      Depreciation Expense
      Common Stock issued for services            20,000          -      20,000          -
(Increase) Decrease in
      Accounts receivables . . . . . . . . . . . .(2,970)         -      (2,970)         -
      Inventories. . . . . . . . . . . . . . . . . .   -       52,211                52,211
Increase(Decrease) in
      Accounts Payables. . . . . . . . . . . . .  19,751       82,555    21,374      39,021
                                                --------       -------- -------     ------
NETCASH USED IN OPERATING ACTIVITIES . . . . . .  60,249. .   (74,773)  (10,269)    (74,685

CASH FLOW FROM INVESTING ACTIVITIES
      Deferred Public Offering . . . . . . . . . . .  -        65,332        -       65,332
                                                  ---------     --------  --------  --------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . .  0        65,332         0      65,332

CASH FLOW FROM FINANCING ACTIVITIES
     Advances from MH. . . . . . . . . . . .      9,950 .         -           -         -
     Advances from Officer                         (120)          -           -         -
     Repayment of debt . . . . . . . . . . . . . . .  -         9,001         -       9,001
     Sales of Common Stock                       82,725             -     10,000        -
                                                 --------     --------   -------   -------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . 92,555 .       9,001     10,000      9,001

     Increase (Decrease) in cash . . . . . . . ..(1,981) .      (440)       (269)      (352)
CASH AT BEGINNING OF PERIOD. . . . . . . . . . .  2,130          525         418        437
                                               -----------   ---------   --------   --------
CASH AT END OF PERIOD. . . . . . . . . . . .    $   149       $   85         145         85
                                               ===========  ========== ===========  =========


</TABLE>












SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

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

Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

InterCare DX, Inc., is an innovative software products development and services
company,  specializing  in  developing  healthcare management  and  information
systems  solutions. The  company  markets  and  resells the  InterCare Clinical
Explorer  (ICE(tm),  which  is  designed  to  integrate  every  aspect  of  the
healthcare enterprise.

Estimates

The preparation of financial  statements in  conformity  with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and  disclosures.  Accordingly,  actual  results
could  differ  from  those  estimates.

Account Receivable

The Company recognizes account receivable to the extent that  revenues have been
earned, and collections are reasonably assured.

Inventory

Inventories  consists of purchased computer and software products, stated at the
lower  of  cost  or market. Cost is determined by the first-in, first-out (FIFO)
method  of  valuation.

Property and Equipment

Property  and equipment is recorded at cost. Maintenance and repairs are charged
to  expense  as  incurred.  Major renewals and betterments are capitalized. When
items  of  property  are  sold  or  retired,  the  related  cost and accumulated
depreciation  is  removed  from  the  accounts  and  any  resultant gain or loss
is  included  in  the  results  of  operation.

Capital assets are depreciated by the straight-line method over estimated useful
lives of the related assets, normally  five (5) to seven (7)  years.

Property  and  equipment  consists  of the following as of June 30, 2005 and
2004:
<TABLE>
<CAPTION>
                                                   2005              2004
                                                   =====             =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,770          $68,770
Less:  Accumulated  Depreciation                  (68,770)         (68,770)
                                                  -------           -------
                                                  $     -           $   -
                                                  ========          =======
</TABLE>

Advertising

The  company  has  the  policy of expensing advertising costs as incurred

Stock-based Compensation

Non  Employee  Stock-based  compensation   plans   are  recorded  at fair value
measurement  criteria as described in  SFAS  123, "Accounting  for Stock-Based
Compensation", and  EITF  96-18,  "Accounting  for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in  Conjunction with Selling,
Goods or Services"
                                       6
<Page>
Employee  Stock-based  compensation plans are accounted for, using the intrinsic
value   method  prescribed  in  Accounting  Principles  Board  Opinion  No.  25,
"Accounting for  Stock  issued  to  Employees".  Under this method, compensation
cost is recognized  based on the excess of the fair value at the grant dates for
awards under those plans, as determined  by  the  Company's  officers  and
directors.

Recognition of Revenues.

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

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

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  and  maintenance
contracts 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.

Software Development Cost

Software development costs are charged to current operations

Fair  Value  of   Financial  Instruments  and  Concentration  of  Credit  Risk.

The  carrying amounts  of cash, receivables, prepaid banner advertisements fees
by Meridian  Holdings, Inc. (affiliated company), accounts payables and accrued
liabilities approximates  fair  value  because  of  the immediate or short-term
maturity  of  these  financial  instruments.

Deferred  Costs   Related  To  Proposed  Public  Offering.

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

The  estimated  expenses  of  this  offering in connection with the issuance and
distribution  of  the  securities  being registered, all of which are to be paid
by  the  Registrant,  excluding commissions and fees payable to the Escrow Agent
and  broker/dealers  are  as  follows:
<TABLE>
<CAPTION>
<S>                                                             <C>
Registration  Fee                                                $ 6,600.00
Legal  Fees  and  Expenses                                        42,233.59
Accounting  Fees  and  Expenses                                    5,750.00
Printing                                                           7,077.00
Miscellaneous  Expenses                                            3,671.00
                                                                  ---------
         Total                                                   $65,331.59
                                                                  ========
</Table>

                                         7
<PAGE>
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 May 1, 2004 the  Company  issued  a  private placement memorandum to raise up
to $750,000. This offering is still  on going as of June 30, 2005. The  use  of
proceed is for product release and other corporate purposes.












































                                       8
<Page>



                          InterCare DX, Inc.

                          Business Overview

InterCare  DX,  Inc.  formerly  known  as InterCare.com dx,, 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,  with  our  main office located at 900 Wilshire Blvd., Suite 500, Los
Angeles,  California,  USA,  and  international  partners  located worldwide. In
business  since 1991, we have created, published, and marketed software products
embedded  with  sound, text and video for the purpose of relaxation training and
stress  management.  We  have  also  developed  Internet-ready  applications for
healthcare transactions management as well as medical and health-related content
and information targeted toward the education, consumer, and healthcare industry
markets.

Our  Products  and  Services

InterCare Clinical Explorer (ICE ), is the latest product developed by InterCare
DX,  Inc.,  an  innovative  enterprise  level clinical documentation application
designed  to integrate virtually all aspects of the health care enterprise, both
inpatient  and  outpatient.  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,  real-time  electro-physiological  data capture and display,
voice  command  and  recognition, a digital dictation module, and numerous other
capabilities  to complement and document the diagnostic and treatment processes,
including  unlimited free-text notes. We have signed partnership and/or reseller
agreements  in  place  to  utilize,  or  have plans to incorporate the following
third-party  products  and/or  technology  into  ICE(tm)  :

The strength of ICE application is derived from differentiated core technologies
consisting  of:  Mainstream  SQL  Database  with  full  open architecture; human
anatomy   and   graphical   user  interfaces  that  simplify  documentation  and
information  access; data mining and data query tools; end-user  tool  sets; and
interface capabilities to facilitate peaceful  coexistence  with  other systems.

Benefits  of  ICE(tm)  Products  to  Healthcare  Payors  and  Providers include:

Point  of  Care  Documentation

Applications  enabling  all  care  providers  (e.g.  physicians,  nurses,  PA's,
technologists,  therapists,  dieticians,  etc.)   to  document   objective   and
subjective  patient  data  at  the  point-of-care  in  a  manner  that  enhances
compliance,   reduces   time,   enhances   communications,   controls   resource
utilization  and  enhances  revenue  generation.

Order  entry  and  results  reporting

Simplified multi-disciplinary communication of orders, referrals, consultations,
notes  and  retrieval  of  results  including  Laboratory,  Radiology, Pharmacy,
Respiratory  Therapy,  Dietary,  Physiotherapy,  Nursing  and  the  like.

Imaging  and  general  archiving

On-line  viewing,  manipulation  and  annotation of digital images and documents
such as  X-rays,  CAT  Scans, MRIs, Ultrasounds, digitized images, scanned paper
documents, etc. This  is  particularly  important  in  emergency and urgent care
settings  where  speed and  provider  viewing  and  interpretation  is needed to
enhance  care  delivery. This  is  the  foundation  for an integrated healthcare
delivery  system,  using  both  Local  and  Wide  area  networks.
                                       8
<Page>

Multi-disciplinary  Clinical  decision  support

Provision of advanced clinical functionality including protocols, pathways, care
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

ICE  Clinical  Observation  Language  (ICOL(tm))
--------------------------------------------
There  is  no  single  published  or  accepted language that comprehensively and
logically describes the discrete facts about a patient's clinical condition that
can  be used scientifically to create a standardized methodology for analyzing a
myriad  of  clinical  observations, interventions and outcome in medicine, hence
the  development  of  ICE  Clinical  Observation Language vocabulary (ICOL). The
unique  feature of ICOL is that it is made up of short phrases that could be
plugged-in  to  a note without any modification, or joined with other phrases in
the ICOL knowledge base to form a complete sentence.  Developed by the InterCare
team  of  clinical  experts,  ICOL  contains  over  50,000  phrases and clinical
terminology which are linked to over 200,000 clinical terms and codes that could
be  customized  or  used  as-is  to generate a research-quality outcome measures
without  compromising  the  quality  of clinical documentation and patient care.
ICE  Clinical Observation Language (ICOL) provides the corroborating 'glue' that
ties together the outcomes, diagnoses, interventions, procedures, activities and
patient  responses  to care delivery into the complete scientific, granular, and
comparable  clinical  content.

Summary  of  the  languages  implemented  and  supported  in  ICE(tm)  are:

-     International  Classification  of  Diseases  (ICD-9-CM and ICD-10-CM)
-     Alternative  Complementary  Therapy  Code  (ABC  code)
-     CPT
-     Nursing  Interventions  Classification  (NIC)
-     Nursing  Outcome  Classification  (NOC)
-     NANDA
-     ICE  Clinical  Observation  Language  (ICOL(tm))
-     DSM-IV
-     Other  Third  party  clinical  libraries

We  are currently reviewing language from SNOMED and are evaluating inclusion of
language  from  LOINC,  the  Read  Codes,  and  other  UMLS component languages
Patient  Care  Plans
--------------------
The  ICE  system  incorporates  a  vast  vocabulary of standardized languages to
facilitate  the  Patient Care Planning process. An unlimited number of Care Plan
Templates  can  be created for retrieval to establish an individual Patient Care
                                           10
<PAGE>
Plan.  The  Patient  Care  Plan  can then be personalized as required. Languages
available  for Diagnoses, Procedures and Interventions, Activities, and Outcomes
in  ICE  Care  Plans  include  ICOL  ,  ICD-9,  CPT,  NANDA,  NIC, NOC etc. User
customizable labels can also be added as required, via the knowledge base set-up
module.

Patient  Outcome  Management
----------------------------
 "Outcome" is probably one of the most widely used and most poorly defined terms
in  health  care  today.  In  most  cases  the  term  is  used  generically  and
subjectively  to describe the results of patient care. Unfortunately the current
measurement  system  is  inconsistent and at much too high a level to facilitate
clear  comparative  measures  that  will  result  in  better  patient  care.

Outcomes  in  ICE  are  not  only an underlying basis for managing the goals and
results  of  care  delivery,  they  are  scientifically  measured.  This  unique
capability is made possible through the use of ICE Clinical Observation Language
combined with comprehensively researched and published outcome languages such as
(NOC).

ICE  collects  and  aggregates  data  with  complete  confidentiality  for  all
concerned,  via  the  Clinical Knowledge Base. Using proprietary database design
techniques,  ICE creates a dynamic linkage between confidential patient data and
the  Clinical  Knowledge  Base.

Management  Guidelines  and  Regulatory  Compliance
---------------------------------------------------
ICE conforms to the standards for clinical documentation. Any organization using
ICE  increases  their  ability  to  comply  with  regulations  applicable  to
comprehensive  clinical documentation for patient assessment, care coordination,
outcome  achievement,  and  quality  improvement.

HIPAA  further  requires that, upon request, the patient must be provided with a
legible,  complete and understandable copy of their medical record. ICE can help
clinicians  and other Healthcare providers limit their liability and avoid legal
sanctions  that  potentially  could  result from poor clinical documentation and
incomplete  medical  records.

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.)
-       The  various facility types (i.e. acute care, ambulatory care, long term
        care  and  home  care)
                                           11
<PAGE>

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.

OUR  COMPETITION

InterCare DX, Inc., participates in a large and growing marketplace domestically
and internationally.  The US healthcare information  systems and services market
currently represents  a  $20 billion  annual market. Electronic  Medical  Record
(EMR), CDR  and  clinical  systems,  being  a  part  of  an  emerging arena, are
accountable for $2 US Billion of this  sum Clinical  systems'  market volume  is
expected  to  accelerate  its  growth  because  of  the recent HIPAA regulations
requirements.

The most pro-active e-health  players  are  Eclypsis, Cerner, GE Medical,IDX and
McKesson-HBOC. yet,  each  of  these players has thousands of existing customers
operationally   using  its  legacy  systems.  Thus,  their  e-health  transition
strategy  is  slow  both  technically  and  business  wise.

Mergers  or  consolidations  among  our  competitors,  or  acquisitions of small
competitors  by  larger  companies,  would  make  such  combined  entities  more
formidable  competitors  to  us.  Large  companies  may  have advantages over us
because  of  their  longer  operating  histories,  greater  name recognition, or
greater  financial,  technical and marketing resources. As a result, they may be
able  to  adapt  more  quickly  to  new  or emerging technologies and changes in
customer  requirements.  They can also devote greater resources to the promotion
and  sale  of  their  products  or  services  than  we  can.

For  the  above  reasons, we may not be able to compete successfully against our
current  and  future  competitors.  Increased  competition may result in reduced
gross  margins  and  loss  of  market  share.

OUR  COMPETITIVE  ADVANTAGE


    -  OUR  KNOWLEDGEABLE  AND  GROWING  SALES  FORCE  AND  TECHNICAL  STAFF.

      We  will  be  making  sure  that  the   sales  force  is  trained  on  the
      "high-end"  networking elements in which  we deal so they will be  able to
      service  the  needs  of  their  customers.

    -  OUR  BUSINESS  MODEL  COST,  EFFICIENCY  AND  FLEXIBILITY.
      We have addressed the largest cost factor in the methodology for deploying
      our  services  through  an outsourcing strategy rather than a building the
      human resources from the scratch strategy.  This  keeps  start-up costs as
      low  as  possible.

    -  OUR  STRATEGIC  PARTNER  STRENGTH.
      Partnerships  with  CGI Communications  Services, Inc., Meridian Holdings,
      Inc., our affiliates,  Meganet  Corporation,  Sager Midern Coputers.,
      Acer  America  Corporation,  ViewSonic  Corporation,   Microsoft
      Corporation, Tech  Data  Corporation,  and  QRS  Diagnostics,  Inc.,
      Excel-Medical Electronics, Scantron and others,  will give us the ability
      to deliver our software products faster and at a lower cost than the
      competition

    -  INTEGRATION.
      We  can seamlessly integrate  all of the different technological solutions
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      and custom applications development. We  use  different strategic partners
      to  tailor  the  optimum  solution  for  our  customer.

    -  AUTOMATION  AND  ADVANCED  TELECOMMUNICATIONS  TECHNOLOGY.
      Our Network  Management  tools are automated which leads to less downtime,
      and  lower  labor costs.  We  use  the latest equipment, work closely with
      strategic partners  that are forerunners in  their  fields,  and  are  not
      hampered  by  existing  legacy  infrastructures.

    -  OUR  CUSTOMIZED  CUSTOMER  APPROACH.
      We emphasize direct relationships with our customers. These  relationships
      enable  us  to  learn  information  from  our customers  about their needs
      and  preferences  and  help  us  expand  our service offerings  to include
      additional value-added services based on customer  demand. We believe that
      these  customer  relationships  increase  customer  loyalty  and  reduce
      turnover.

      In  addition,  our  existing  customers  have  provided customer referrals
      and we believe strong relationships will result  in customer referrals  in
      the  future.

Our success depends upon careful planning and the selection of partners. We  can
meet  the  customer's  needs  more efficiently with entrenched procedures.  This
enables  us  to  excel  at  customer  service.

Our  Product  Features  and  Benefits

ICE(tm) incorporates  a  wide  variety of capabilities and  functionality, which
differentiate  it  from  other  generally  available Electronic  Medical Record,
Central Database Repository (EMR/CDR) software programs in the global Healthcare
Information  Technology  (IT)  market.

The  most  significant  differentiators  are:

Fully  integrated  Software  Program

ICE(tm)   is  not  an aggregation of unrelated and disintegrated legacy products
acquired  through  M&As.  ICE(tm)   is  designed  and  developed  as  a  fully
integrated  suite of products, which utilize an identical graphic user interface
on  top  of a  scaleable and highly adaptable component architecture. Thus, each
of  the  variety  of ICE(tm)   products is inherently integrated (data model and
business  rules  alike)  with  the  other  products, and the underlying CDR/MKB.

Human  anatomy  image  annotation  and  embedding,  point-and-click  data  entry
Three-dimensional  (3D)  MKB  (Medical  Knowledge  Base)  navigation   utilizing
gender-sensitive,  human  anatomy  drawings.  Presentation  of lifetime  medical
history  data  over  a  single  full-body drawing.  Automatic generation  of all
progress  notes  and  forms   from  the   graphical  queues entered  by the  end
user  on  top  of  human  anatomy  drawings  as  well  as  annotation  of  an
embedded  image  referenced  in  the  body  of  the  document.

Customizable,  component-based  architecture

Multi-tier,   common   enterprise    architecture  for   all   ICE(tm)  products
Multi-threaded   engines  &  components. Automatic  and manual  load balancing &
distribution  through  multiple  engines  utilizing  entry  level  PC  hardware.

Knowledge  driven  applications

Knowledge   base  driven   clinical   workstation   applications.  Most  of  the
applications'  "behavior" (e.g. business rules) is  derived from  the underlying
database(s),  which  is  fully customizable without  the need for programming by
the  novice  end  user.  This  also  includes   extended  support  for  visually
"painting" (e.g. designing) additional input &  output screens, inclusive of its
business  rules.
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Repository,  data  warehouse  and  datamart  unification

While  ICE(tm)   master  central   data  repository  engine(s)  will  serve  the
multitude  of  concurrent enterprise  users, its  live backup(s)  simultaneously
will   serve  as  data  warehouse  and   datamart  for  ad-hoc  data  discovery,
mining  and  analysis  in  real-time.

Third-party  legacy  integration

Seamless  bi-directional  integration   with   ancillary,   administrative  and
financial  legacy  systems.  Concurrent  support  for both  HL7 and proprietary
legacy    messaging.  Plug-and-play  legacy   interface(s)   addition    and/or
modification.  Immediate  value  and  ROI  to  the enterprise by integration of
legacy  systems  only  into  the  ICE(Tm) CDR prior to any ICE(Tm)  application
implementation.

                                   Properties

The  Company's  corporate  offices are located at 6201 Bristol Parkway, Culver
City, California 90230. The Company is sharing an office space with
Meridian Holdings, Inc., an affiliated Company, whereby the Company is required
to  pay 1/6 of the monthly rent of  $7,500.00. 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.

SELECTED  FINANCIAL  DATA

The Company had net negative  working  capital of  $279,266 as  at June 30, 2005
compared to   net negative working capital  of  $236,418 during  the  comparable
period in 2004. The decrease in working  capital due to the company minimal
revenue, with associated increasing cost of research and development.

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.


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MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

The  following  discussion should  be read  in  conjunction with our financial
statements  and  notes, as well as the other information included elsewhere in
this  prospectus.  Our discussion  contains  forward-looking  statements  that
involve risks and uncertainties, including those referring to  the  period  of
time the Company's existing capital resources will meet  the  Company's future
capital  needs,   the  Company's   future  operating   results,   the   market
acceptance of the services  of the Company, the Company's efforts to establish
and the development of  new  services, and the Company's planned investment in
the marketing of its current services and research and development with regard
to future endeavors. The  Company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including domestic and global economic patterns  and  trends.

LIQUIDITY  AND  CAPITAL  RESOURCES  OF  THE  COMPANY

Long-term   cash   requirements,  other   than  normal  operating  expenses, are
anticipated  for the continued development of the Company's  business plans. The
Company  will need  to  raise  additional  funds  from  investors  in  order  to
complete these  business plans.

If  we   need   additional   capital  to  fund  our  operations,   there  can be
no  assurance that such additional capital can be obtained or, if obtained, that
it  will be on terms acceptable to us. The incurring or assumption of additional
indebtedness could result in the issuance of additional equity and/or debt which
could have a dilutive effect on current shareholders and a significant impact on
our  operations.

RESULTS  OF  OPERATIONS

On June 8, 2005, the Company successfully  deployed  the  ICE(tm)  software on a
pilot basis at a hospital facility in Saudi Arabia. While on going refinement of
the software is proceeding based on the feedback from  this pilot testing, there
are  no  guarantees  that  the  pilot  testing will be successful in meeting the
health information needs of the testing hospital. The Company  will  deploy  the
application  system  wide,  at  the  conclusion  of  the  pilot testing which is
anticipated to last for only six months.

Also, the Company is also involved in a pilot testing  of a  new Cardio-Vascular
diagnostic  equipment known as Vasocor. Feedback  from this pilot  testing  will
determine  whether  the  company  will be involved in this new line  of  service
business in future.

Furthermore, our quarterly revenues could be significantly affected based on how
applicable  accounting  standards  are  amended or interpreted over time. Due to
these  and  other  factors,  we believe that period-to-period comparisons of our
results  of  operations  are  not  meaningful  and  should not be relied upon as
indicators of our future performance. It is possible that in some future periods
our  results  of  operations  may  be  below  the  expectations of public market
analysts  and  investors.  If  this  occurs,  the  price of our common stock may
decline.

REVENUES

The company generated $2,970 revenue during the quarter ended June 30, 2005.
There was no revenue generated during the quarter  ended  June  30, 2004.

COST  OF  REVENUES

There were no cost of  revenues for the period ended June 30, 2005 and 2004
respectively.


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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  only  a  minimal  sales  or  marketing  expenses  were
incurred during the six  month  period  ended  June  30,  2005.

GENERAL  AND  ADMINISTRATIVE

General and administrative  expenses  for the three months ended  June 2005  was
$ 51,643  as  against  $165,917  for the comparable period in June 2004.  Of the
$ 51,643  expense  incurred  for  the three  months ended June 2005, $21,386 was
for  management fees,  $7,633  was  for  accounting  and legal  fees  associated
with the  deferred public offering cost and the rest was for  general  corporate
purposes. For the six  months  ended  June 30, 2005, general administrative
expense was $194,576 as compared to $209,539 for the comparable  period in 2004.
The decrease in General  and  administrative  expense  was  as a  result of cost
cutting measures implemented by management.

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

OPERATING  LOSS

As a result of the factors described above, Company expects further increases in
operating  expenses  for  the  remainder  of  the year 2005, assuming additional
funding  is  raised  from  investors to  be  used  in financing future operating
costs. There  is  no guarantee that the Company will be able to raise additional
funds to finance  all  the  anticipated  operating  costs. In  absence  of  such
funds being available, the Company  may  not be able to operate,  and this could
have a material impact in the overall execution of the Company's business  plan.

Net(Loss)/ Income

The Company had  a net loss of $ 48,,673 for three months ended June  30,  2005,
compared to a net loss of $165,917 in the  comparable  period  in 2004. For the
six months ended June 30, 2005 the Company sustained  net  loss  of $191,606 as
compared to $ 209,539 for the comparable period in 2004. The  decrease  in
net  loss  was the result  of our current cost cutting measures.

PLAN  OF  OPERATIONS

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

Item 3.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange  Act" ),   the  Company  carried  out  an  evaluation  under  the
Supervision and with the participation  of  the  Company's management, including
the Chief Executive Officer  and President and the Principal  Financial Officer,
of the effectiveness  of  the Company's disclosure controls and procedures as of
June 30, 2005. In  designing  and  evaluating  the  Company's disclosure
controls and procedures, the Company and its management recognize that there are
inherent  limitations  to the effectiveness of any system of disclosure controls
and  procedures,  including the possibility of human error and the circumvention
or  overriding  of  the  controls  and  procedures.  Accordingly, even effective
disclosure  controls  and  procedures  can  only provide reasonable assurance of
achieving  their  desired  control  objectives. Additionally,  in evaluating and
implementing  possible  controls  and  procedures,  the Company's management was
required  to  apply its reasonable judgment. Based upon the required evaluation,
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<PAGE>
the  Management  concluded  that  as  of June 30, 2005, the Company's disclosure
controls  and  procedures  were  effective  (at the "reasonable assurance" level
mentioned above)  to  ensure  that  information  required to be disclosed by the
Company in  the  reports it files or submits under the Exchange Act is recorded,
processed,  summarized  and  reported  within  the time periods specified in the
Securities and Exchange Commission's rules and forms.

From  time  to  time,  the  Company  and  its management have conducted and will
continue  to  conduct  further  reviews  and,  from  time  to  time put in place
additional  documentation,  of the Company's disclosure controls and procedures,
as  well  as its internal control over financial reporting. The Company may from
time to  time  make  changes  aimed at enhancing their effectiveness, as well as
changes  aimed  at ensuring that the Company's systems evolve with, and meet the
needs of, the Company's business. These changes may include changes necessary or
desirable  to  address  recommendations of the Company's management, its counsel
and/or   its  independent   auditors,   including   any  recommendations of  its
independent   auditors  arising out of their audits and reviews of the Company's
financial  statements.  These  changes  may include changes to the Company's own
systems,  as well as to the  systems of businesses that the Company has acquired
or that the Company may acquire  in the future and will, if made, be intended to
enhance the effectiveness of the  Company's controls and procedures. The Company
is  also   continually  striving  to  improve  its  management  and  operational
efficiency  and  the  Company  expects that its efforts in that regard will from
time  to  time  directly or  indirectly affect the Company's disclosure controls
and  procedures,  as  well  as  the  Company's  internal  control over financial
reporting.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in  the Company's internal controls or in
other factors that could  significantly  affect  internal controls subsequent to
the date of the evaluation.

PART  II     -  OTHER  INFORMATION

None
                                   SIGNATURES

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

InterCare DX,  INC.
DATE:  August 5, 2005
                                   By:  /s/  Anthony C. Dike
                                        -------------------
                                         Anthony C. Dike, MD
                                           Chairman/CEO

















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