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          March  31,  2002

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

               For  the  Transition  Period  From  ___________  to  ____________


                        COMMISSION  FILE  NUMBER:   333-57780


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

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

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

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

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

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

As  of  March  31,  2002,  InterCare.com-dx,  Inc.,  Registrant  had  12,242,792
shares  of  its  no  par  value  common stock outstanding. There is currently no
public  market  for  this  stock.
                                        Page 1 of 13 sequentially numbered pages
                                                                     Form 10-QSB
                                                              First Quarter 2002















                            Intercare.com-dx,  Inc.


                                      INDEX


                                                                         PAGE
                                                                         ----


PART  I.  FINANCIAL  INFORMATION

          Balance  Sheets  -  March  31,  2002                             2

          Statements  of  Operations  for  the  Three  Months
          Ended  March  31,  2002                                          3

          Statement  of  Cash  Flows  for  the  Three  Months
          Ended  March  31,  2002                                          4

          Notes  to  Financial  Statements                               5-7

          Company  Overview                                                8

          Management's Discussion and Analysis  of  Financial  Condition
          and  Results  of  Operations                                    11

PART  II   OTHER  INFORMATION

          Additional  Information                                         13

          Signature                                                       13






























                                           1
<PAGE>



                             INTERCARE.COM-DX,  INC.

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                    Balance Sheet As At March 31
                                                      2002                2001
                                                      ======             ======

ASSETS
<S>                                                 <C>                <C>
Current assets
    Cash                                               $       734    $     6,193
    Accounts Receivable (Note 1 )                        1,385,850      1,385,850
    Less: Allow for Doubtful Accounts                            0              0
    Inventories and other current assets                    52,711         52,211
                                                         ---------         ------
Total Current Assets.. . . . . . . . . . . . . . . .     1,439,295      1,444,254
                                                         =========         ======
Property, Plant, and Equipment
    Net Accumulated Depreciation (Note 1). . . . . .             0          9,070

Other Assets
    Deferred Public Offering Costs                          65,332         34,836
                                                         ---------       --------
           Total  Assets                                 1,504,627      1,488,160
                                                         =========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 1) . . . . . . . . . . . . .  1,618,778     1,097,769
                                                         ---------     ---------
           Total Current Liabilities  . . . . . . .      1,618,778     1,097,769
                                                         ---------     ----------
Long term liabilities          . . . . . .. . . . .         26,500             0
                                                         ---------     ----------
           Total Liabilities  . . . . . . . . . . .      1,645,278     1,097,769
                                                         =========     ==========
Liabilities and Stockholders' Equity

Stockholders'  Equity

    Common stock (100,000,000 shares authorized
    no par value ; 12,242,792  shares issued and
    Outstanding) (Note 2) . . . . . . . . . . . . .       710,078        650,628
    Accumulated Deficit                                  (850,730)      (260,237)
                                                        ----------     ------------
           Total Stockholders' Equity . . . . . . .      (140,651)       390,391
                                                        ----------     ------------
Total Liabilities & Equity. . . . . . . . . . . .    $  1,504,627   $  1,488,160
                                                         ==========    ============

</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





                                           2
<PAGE>

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

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


                           For  the  Three Months ended  March 31,

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

Operating Expense. . . .                   14,829       280,082
Other Income and Expense                       33             0
                                         ----------    --------
          Net Income . .                $ (14,862)    $ (72,780)
                                         =========     ========

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


</TABLE>


































SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                          3
<PAGE>
                             INTERCARE.COM-DX,  INC.

                             STATEMENT OF CASH FLOW

                                    UNAUDITED


<TABLE>
<CAPTION>

                                           For the Three Months  ended March 31,

                                                             2002          2001
                                                             ====          ====
<S>                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . . . . . . . .     $ (14,852)     $ (72,780)
      Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation Expense                                                    881
     (Increase) Decrease in
      Accounts receivables . . . . . . . . . . . . .                        4,334
      Inventories. . . . . . . . . . . . . . . . . .                       14,460
      Prepaid Expenses . . . . . . . . . . . . . . .

      Increase(Decrease) in
      Accounts Payables. . . . . . . . . . . . . . .         8,269         78,479
                                                          --------       --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . .        (6,583)        25,374

CASH FLOW FROM INVESTING ACTIVITIES
Deferred offering costs					      (10)
Acquisition of Fixed Assets. . . . . . . . . .                               (306)
                                                         ---------      ---------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . .           (10)          (306)

CASH FLOW FROM FINANCING ACTIVITIES
     Proceeds from sale of stock . . . . . . . . . .             -             -
     Repayment of debt . . . . . . . . . . . . . . .                     (21,836)
     Proceeds from long term debt. . . . . . . . . .         4,000             -
                                                          --------      --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . .         4,000      (21,836)

     Increase (Decrease) in cash . . . . . . . . . .        (2,593)        3,232
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .         3,327         2,961
                                                        -----------     ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $        734     $   6,193
                                                        ===========     ==========

</TABLE>













SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                           4
<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.

On June 30, 2001, the company discontinued its sale of Medmaster software at the
request of Meridian Holings, Inc., and instead embarked upon a joint development
effort  with  Meridian  Holdings,  Inc., for a new replacement software known as
ICE(tm)(InterCare  Clinical  Explorer),  that is scheduled to be released in the
second  quarter  of  2002.

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.





                                           5
<PAGE>
Property  and  equipment  consists  of the following as of March 31, 2002 and
2001:
<TABLE>
<CAPTION>
                                                  2002            2001
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,770      $56,967
Less:  Accumulated  Depreciation                   68,770       56,714
                                                 -------       -------
                                                  $     0      $   253
                                                 ========       =======
</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 march 31,
2002.

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
                                           6
<PAGE>
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., an affiliate, 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>

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

Teaming and Joint Product Marketing Agreement with Rx-Card, Inc.

On  January  8,  2002,  the  registrant entered into a teaming and joint product
marketing  agreement  with  Rx-Card,  Inc.  of  Santa Ana California.  Under the
terms  of  the  agreement  both  parties  will jointly market and co-brand their
products  to  their respective customers, in  return  they  will  share  equally
on  the  realizable  profits  from  the  join  venture.  Established  in  1987,
RX  Card,  Inc.  is  a Nationwide Network of Pharmacies providing a managed care
prescription  benefit  card.  For  more  information,  please  contact  the
corporate  office  in  Santa  Ana,  California.
                                           7
<PAGE>
                          InterCare.com-dx, Inc.

                           Business Overview

InterCare.com-dx,  Inc.  formerly  known  as  Inter-Care  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.

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 January 17, 1994, a 6.8 magnitude earthquake centered in Northridge,
California  caused  wide spread damage to commercial and residential structures,
and  to major freeways, causing business interruptions and disrupting the normal
flow  of  traffic.  The  Company  experienced  irreversible  damage  to  all its
high-tech  computers  and  diagnostic  equipment.

Since  that time, the Company has been devoting substantially all its efforts to
establishing  a  new  business  entity that develops software for the healthcare
industry  and  other  related  activities  over  the  Internet.

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.

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
MedMaster(tm)  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.

On June 30, 2001, the company discontinued its sale of Medmaster software at the
request of Meridian Holdings, Inc., and instead embarked upon a joint
development effort with Meridian Holdings, Inc., for a new replacement software
known as ICE(tm)(InterCare Clinical Explorer), that is scheduled to be released
in second quarter of 2002.

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.

InterCare   is   in  the  midst  of  transitioning  the  ICE  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
                                       8
<PAGE>
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,
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

                                       9
<PAGE>
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)

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  $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.
                                       10
<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

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

SELECTED  FINANCIAL  DATA

The  Company  had net  working  capital  of  $(179,483)  as  at  March  31, 2002
compared to networking capital of $346,485 during the comparable period in 2001.
This  represents  a  substantial decrease  in  working  capital. 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 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.

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The  Company is currently able to meet  its  financial obligations  through debt
financial support from  Meridian Holdings, Inc., an affiliated Company.

RESULTS  OF  OPERATIONS

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

In  some cases, the products will be sold on a consignment basis, in which case,
we  only  get  paid  by  the  vendor  after  the  vendor  sells  the  product.

Furthermore, our quarterly revenues could be significantly affected based on how
applicable  accounting  standards  are  amended or interpreted over time. Due to
these  and  other  factors,  we believe that period-to-period comparisons of our
results  of  operations  are  not  meaningful  and  should not be relied upon as
indicators of our future performance. It is possible that in some future periods
our  results  of  operations  may  be  below  the  expectations of public market
analysts  and  investors.  If  this  occurs,  the  price of our common stock may
decline.  We  will  depend on the commercial success of our product suite, which
has  not  yet  been shipped. We have generated substantially all of our revenues
from  licenses and services related to current and prior versions of our product
suite.

REVENUES

Total  revenues   for  the  quarter  ended  March  31, 2002 was $0  compared  to
$334,199  during  comparable  period  in  2001. This decrease  in revenue is due
to the withdrawal of MedMaster software from the market. A  replacement software
program known as ICE(tm) is expected to be released during the of second quarter
2002.

COST  OF  REVENUES

Cost of revenues  decreased  to  $0 for the period ended March 31, 2002 compared
to  $126,897 in the comparable period in 2001. This  decrease in cost of revenue
is due to lack of  sale of MedMaster software by the Company.

SALES  AND  MARKETING

Only  minimal  sales  and marketing has been done by the Company, since focusing
most  of  its  resources  at the moment on the development of the new Software,
enhancements,  testing and debugging. The Company is budgeting over $250,000 for
its  initial  roll-out  of  new products sales and marketing campaign during the
second  quarter  of  the  year  2002,  assuming  more  capital  is  raised  from
shareholders or through a private equity lender.

GENERAL  AND  ADMINISTRATIVE

General  and  administrative  expenses  for  the  period  ended  March  31, 2002
was $14,829, compared to $280,082 during comparable period in 2001. The decrease
in  general  and  administrative  expense  was due to scaling down of operations
pending the release of ICE(tm) software, the later is anticipated to be released
during the second quarter of 2002.

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.

OPERATING  LOSS

As a result of the factors described above, Company expects further increases in
operating expenses for the year 2002, assuming additional funding is raised from
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equity 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

The  Company had a net  loss of $(14,861) for the period ended  March 31, 2002,
compared with net loss of $(72,780) in March 31, 2001. The decrease in net loss
was due scaling down of operations pending the release of ICE(tm) software, the
later is anticipated to be released during the second quarter of 2002.

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.

On  January  8,  2002,  the  registrant entered into a teaming and joint product
marketing  agreement  with  Rx-Card,  Inc.  of  Santa Ana California.  Under the
terms  of  the  agreement  both  parties  will jointly market and co-brand their
products  to  their respective customers, in  return  they  will  share  equally
on  the  realizable  profits  from  the  join  venture.  Established  in  1987,
RX  Card,  Inc.  is  a Nationwide Network of Pharmacies providing a managed care
prescription  benefit  card.  For  more  information,  please  contact  the
corporate  office  in  Santa  Ana,  California


PART  II     -  OTHER  INFORMATION

ADDITIONAL  INFORMATION

None

                                   SIGNATURES


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


InterCare.com-dx, Inc.

DATE:  May  14,  2002
                                   By:  /s/  Russ A. Lyon
                                        -------------------
                                             Russ A. Lyon
                                              President














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