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,  2006

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

               For  the  Transition  Period  From  ___________  to  ____________


                        COMMISSION  FILE  NUMBER:   333-57780


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

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

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

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

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

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

As of March 31, 2006,  InterCare DX,  Inc.,  Registrant had 19,403,902 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 2005

                                 InterCare DX,  Inc.


                                      INDEX


                                                                         PAGE
                                                                         ----


PART  I.  FINANCIAL  INFORMATION

      Item 1   Financial Statements

          Balance  Sheets  -  March  31,  2006                             2

          Statements  of  Operations  for  the  Three  Months
          Ended  March  31,  2006                                          3

          Statement  of  Cash  Flows  for  the  Three  Months
          Ended  March  31,  2006                                          4

          Notes  to  Financial  Statements                               5-7

          Company  Overview                                                8

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

     Item 3    Controls and Disclosure                                    18

PART  II   OTHER  INFORMATION

     Item 1    Legal proceedings                                          19
          Additional  Information                                         19

          Signature                                                       19



























                                           2
<PAGE>
                             InterCare DX,  Inc
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                    As of March 31     As of December 31
                                                       2006                2005
                                                      ======             ======

ASSETS
<S>                                                  <C>                <C>
Current assets
    Cash                                             $      381        $     147
    Accounts Receivable (Note 1 )                         9,050            9,088
    Other Current Assets                                    500                -
                                                     ------------      ----------
Total Current Assets.. . . . . . . . . . . . . . . . $    9,933        $   9,735
                                                      ----------       ----------
           Total  Assets                                  9,933            9,735
                                                       ===========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 1) . . . . . . . . . . .  $ 1,601,275        1,573,045
    Advances from Officer                                 25,550           26,500
                                                        -----------      ---------
           Total Current Liabilities  . . . . . . .    1,628,825        1,599,545

Long term liabilities          . . . . . .. . . . .       76,667           76,797
                                                       -----------      ----------
           Total Liabilities  . . . . . . . . . . .    1,703,502        1,676,222
                                                       -----------     -----------
Liabilities and Stockholders' Equity

Stockholders'  Equity

  Common stock (100,000,000 shares authorized
  no par value ; 15,213,902  shares issued and
  outstanding as at December 31, 2004 and 19,403,902
  as at December 31, 2005 (Note 2) . .   . .  . . . .  1,001,203         969,203
  Accumulated Deficit                                 (2,694,772)     (2,635,690)
                                                        ----------     ------------
           Total Stockholders' Equity . . . . .  . .  (1,693,569)     (1,666,487)
                                                      ------------     ------------
Total Liabilities & Equity. . . . . . . . . . . .    $     9,933           9,735
                                                       ============    ============

</TABLE>














SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                           3
<PAGE>

                            InterCare DX,  Inc.
                       Income Statement - Unaudited

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


                           For  the  Three Months ended  March 31,

                                         2006             2005
                                       ======            =====
<S>                                   <C>           <C>
Revenues  . . . . . . . .               $  1,250      $     -
Less: Cost of Revenues .                       -            -
                                       ---------      ---------
          Gross Margin .                   1,250            -

Operating Expense. . . .                  59,282          20,680
                                       ----------        --------
          Net Income . .               $ (58,032)      $ (20,680)
                                        =========       ========
Net Income(loss) per share:

Weighted average number of shares     19,403,902       14,461,986

Net Loss Per Common Share
(Basic and fully diluted)              $ (0.00)           $ (0.00)


</TABLE>































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

                             STATEMENT OF CASH FLOW

                                    UNAUDITED

<TABLE>
<CAPTION>

                                           For the Three Months  ended March 31,

                                                             2006         2005
                                                             ====          ====
<S>                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . . . . . . . .     $ (58,032)       $ (20,680)
      Adjustments to reconcile net loss to net cash
      used in operating activities:
      Stock issued for services                             30,000               -
     (Increase) Decrease in
      Accounts receivables . . . . . . . . . . . . .          (36)              -
      Inventories. . . . . . . . . . . . . . . . . .            -            52,211
      Other adjustments to income                               -           (60,905)
      Increase(Decrease) in
      Accounts payables. . . . . . . . . . . . . . .             -          (80,083)
                                                          --------        --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . .          234          (109,457)

CASH FLOW FROM INVESTING ACTIVITIES

     Liquidation of Deferred Offering cost                        -          65,332
                                                           --------         -------
NETCASH USED FOR INVESTING ACTIVITIES                             -          65,332

CASH FLOW FROM FINANCING ACTIVITIES
     Repayment of long term debt                                 -            (120)
     Proceeds from the Sale of Common Stock                      -          72,725
     Distribution to shareholders                                -         (26,875)
     (Decrease) increase in Deposits
                                                          --------        ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . .                        45,730
                                                         ----------        ---------
     Increase (Decrease) in cash . . . . . . . . . .           234           1,605
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .           147           2,130
                                                        -----------     ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $        381       $   3,735
                                                        ===========     ==========

</TABLE>













SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                           5
<PAGE>
The  accompanying  notes  are  an  integral  part  of  this  statement.

                            InterCare DX, Inc.
                     Notes to the Financial Statements
Basis  of  Reporting

The interim accompanying unaudited consolidated financial statements  have  been
prepared in  accordance  with generally accepted accounting principles  ("GAAP")
for  interim  financial  information  and  with the instructions to Form 10-QSB.
Accordingly,  they  do not include all of the information and footnotes required
by  GAAP  for  complete financial statements.  In the opinion of management, all
adjustments  (consisting of normal, recurring accruals) considered necessary for
a  fair  presentation  have  been included.  For further information, management
suggests  that the reader refer to the audited financial statements for the year
ended December 31, 2005 included in its Annual Report on Form 10-KSB.  Operating
results  for  the  three-month  period  ended March 31, 2006 are not necessarily
indicative of the results of operations that may be expected for the year ending
December  31,  2006.

The interim financial statements of InterCare DX, Inc.,  for  the  three  months
end March 31, 2006 and 2005  are  unaudited.  The  financial  statements  are
prepared in accordance with  the  requirements  for  unaudited interim financial
statements.

In the opinion of management the accompanying financial statements  contain all
adjustments, consisting only of normal recurring accruals, necessary for a fair
presentation of the Company's  financial  position  as  of March  31, 2006 and
December 31, 2005 and the results  of  operations and cash flows for the three
Months ended March 31, 2006 and 2005 respectfully.

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 as well as the Vasocor Vascular Diagnostic Centers device, which is
a non-invasive cardiovascular diagnostic center.

1. Use of 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.

2. Account Receivable

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

3. 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.

4. 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.

                                           6
<PAGE>
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 March 31, 2006 and 2005:
<TABLE>
<CAPTION>
                                                  2006            2005
                                                 =====           =====
 <S>                                            <C>          <C>
Computer Hardware & Software                      $68,770      $68,770
Less:  Accumulated  Depreciation                   68,770       68,770
                                                 -------       -------
                                                  $     0      $     0
                                                 ========      =======
</TABLE>

5. 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,
2006.

6. 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 of
Goods or Services"

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

On March 10, 2006,  Anthony C. Dike, the Chairman/CEO of the Company exercised
his option to purchase 1,000,000 of the registrants common stock at 0.002 cents
per share.

7. 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
                                           7
<PAGE>
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.

8. Software Development Cost

Software development costs are charged to current operations

9. Fair  Value  of  Financial Instruments  and  Concentration  of  Credit  Risk.

The  carrying amounts of cash, receivables, and accrued liabilities approximates
fair  value  because of the immediate or short-term maturity  of these financial
instruments.

10. Income Taxes

The Company has made no provisions for income taxes because of accumulated
business and tax losses since its inception.

11. 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.

12. Stockholders' Equity

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.

13. Recent Accounting Pronouncements

The Company has received current accounting pronouncements and has determined
That the adoption of current accounting pronouncements would not have a material
Impact on the Company's financials.

14. Related Party Transactions

On March 10, 2006, Anthony C. Dike, the Chairman/CEO  of  the Company exercised
his option to purchase 1,000,000 of InterCare DX, Inc.,  common stock at $0.002
per share.

Expenses related to the Company are routinely paid by Meridian Holdings, Inc.,
(an affiliated Company) under a management services agreement between Meridian
And the Company. As such amounts are  recorded  as  payable  to  Meridian,  as
incurred.

On February 22, 2006, the Company entered into an Exclusive Master Value
Added Reseller agreement with Meridian Health Systems, P.C. ( a private
Company, under common control) to commercialize the Vasocor Vascular
Diagnostic Center Equipment. Revenue from this agreement was minimal during
the first quarter of 2006.

                                           8
<PAGE>
15. Joint Venture

On June 14, 2005, the Company executed a Memorandum of understanding (MOU)
with the Saudi German Hospital Group, whereby both parties desire to form a
joint venture limited liability company in the middle east region for the
purposes of selling InterCare's ICE(tm) software licenses to physicians and
other healthcare providers. As of December 31, 2005, no operations have
commenced related to this joint venture.

17. Going Concern

The accompanying financial statements have been prepared in conformity with
Generally accepted accounting principles, which contemplate continuation of
the Company as a going concern.

The  Company  has  incurred losses since its inception and has not yet been
successful in  establishing  a  profitable  operations. These factors raise
substantial doubt about the ability of the  Company  to continue as a going
Concern. Continuance of the Company as a going concern  is  dependent  upon
obtaining additional working capital through loans and/or additional  sales
of the Company's common stock. There is no assurance that the Company  will
be   able  successful  in  raising  this additional  capital  or  achieving
profitable   operations.  The  accompanying  financial  statements  do  not
include  any  adjustments  that  might  result  from  the  outcome of these
uncertainties.

The  Company is currently developing a business plan for commercialization
of  the  Vasocor  Vascular  Diagnostic  Center   technology,  as  well  as
establishing  a  sales  force to Market the  Vasogram and ICE(tm) Software
Technology.  To  this end, the Company has  contracted with EnCanta Group,
LLC, a  marketing  consulting  firm,  to  assist  the Company in Sales and
Marketing of all its' products and services.

Subsequent Events

Pursuant to  the  Exclusive  Master  Value Added Reseller agreement  with
Meridian  Health  Systems  P.C.(a  private  company with  common control)
to   commercialize  the  Vasocor  Vascular  Diagnostic   Center   medical
device (VVDC).The Company has also been accorded the rights to dispose of
the VVDC  inventory items  which  consists  of  fully  Manufactured  VVDC
equipments  and  spare  parts,  research  and further development as well
as maintenance  of  the  underlying  software  technology. The Company is
currently  examining  all the inventory items  to  determine the level of
disrepair of  some of  the  equipments,  which  has  been  in  controlled
storage  since  2003.  So far, the Company is estimating  that only about
100  of  the 195 fully  manufactured  VVDC  device  in  storage  will  be
salvageable,  with  an  estimated  inventory  cost  of  $6,000,000  upon
completion  of  its  examination and  closure of the transaction.

















                                           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 6201 Bristol  Parkway, Culver City
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

Vasocor Vascular Diagnostic Centers (VVDC)

This is  the  latest  product  being  commercialized  by  InterCare, after  an
extensive  patient, provider and health insurance plan acceptance test.

It   is  a  freestanding  diagnostic  device,  that  employs  a  revolutionary
non-invasive inexpensive,  easy  to  use  procedure  that  has been clinically
proven to detect coronary artery  disease  (CAD)  earlier  and more accurately
than existing Techniques. CAD. The Vasocor Device has FDA pre-market approval,
validated  clinical  trial  data,  Medicare/Medicaid  and  Indemnity insurance
re-imbursement  eligibility.  In  addition  to  coronary arterial disease, the
device  can  also be used in the non-invasive diagnosis of peripheral vascular
disease and estimating endothelial function

Current  cardiovascular  research  has  confirmed  that  heart attack, stroke,
and most forms of peripheral vascular disease  are caused by abnormalities  in
the arterial wall. Vasocor Vascular Diagnostic Center  is a  new  technology
that  has  been  developed that allows  physicians to assess the status of the
arterial wall. The test is rapid  and  painless and can be performed  with  no
risk  to  the patient in  a  physician's office.  In  addition,  the  cost  of
the  testing  is competitive  with  other  noninvasive  cardiovascular  tests.
For the  first  time,  physicians  will  know  how  their  patient's  arteries
compare to healthy subjects of the same gender  and age.  Further,  they  will
know how their  patient's  arteries compare to subjects with known  peripheral
and coronary arterial disease, which  is the direct cause of over one million
deaths annually, generating over $100 billion direct and $180 billion indirect
treatment costs  annually.

The VVDC  technology will be most helpful in identifying subjects at risk.
With this identification treatment will start early and outcomes will improve.
Finally, this testing will target subjects who will benefit from more
expensive and perhaps invasive testing.

Market and Value Proposition

Over 50% of the deaths attributed to CAD are of patients that exhibit no prior
symptoms of heart  disease.   Further,  existing  procedures  that  accurately
detect CAD are invasive and expensive, and  therefore  unlikely  to be used in
cases where symptoms are not present.  The Vasocor device enables primary care
physicians to easily identify CAD in situations where it  would  otherwise  go
undetected. Currently, primary care physicians test for CAD using risk profile
screens, which include family history, lifestyle, and physiologic measurements
of height, weight, body fat, blood pressure, blood glucose  levels, and  blood
lipid levels.  In situations where these screens indicate  a  high  propensity
for  CAD,  patients  undergo  more   sophisticated   tests   such  as  Resting
Electrocardiograms (ECGs), Stress ECGs and Stress  Echocardiograms.  In  focus
group  surveys,  primary  care  physicians  indicated  that  the  most  common
                                         9
<PAGE>
follow-up  test  is  the  Stress  ECG  or Echocardiogram. These tests are only
suggestive;  to  actually  confirm  CAD  a  patient  must  undergo  a coronary
angiography procedure  that  enables  the  physician to directly view arterial
obstructions.  This  is  an  invasive  test that is not performed by a primary
care  physician but instead referred to an outpatient or  inpatient  facility,
significantly increasing the expense to  both  the patient  and  the  insurer.
Further, this test is most accurate only for late-stage  CAD,  when  treatment
often requires pharmaceuticals or surgery rather than lifestyle  changes  that
can be effective if a physician identifies CAD early. The  inaccuracy  of risk
profile  testing  and  echocardiograms  is  a  significant  reason CAD  is not
detected  early  and  a  primary  reason CAD is fatal in patients that  do not
exhibit prior symptoms.  Clinical  trials  indicate that risk profile  testing
does not identify CAD when it is present (a False  Negative) in  males  60% of
the time, and 30% of  the  time  in  females. One of  the  Vasocor  Procedures
(called a "Vasogram"), however,  is  14%  more  predictive  than  any  of  the
risk  factors  alone  and  45%  more predictive when used in combination  with
traditional  risk factor  screening.  This  improved  accuracy  reduces  False
Negatives  from  60% to  27% in males and 30% to 23% in  females. Furthermore,
the Vasogram is more accurate than the follow-up tests  typically administered
by primary care  physicians, such as Stress ECG and Stress  Echocardiogram. In
clinical trials comparing follow-up tests, 177 patients  underwent MRI, Stress
ECG, Stress Echocardiogram  (the most popular tests)  and  Vasogram.  The  MRI
(a  visual measure of CAD) found CAD in 37 patients. Neither  the  Stress  ECG
nor the  Echocardiogram  identified any of these patients, while the  Vasogram
identified  76%.  In  addition  to  the  diagnostic  benefits  of  the Vasocor
device, it  is also  economically  advantageous to the primary care physician.
Typically,  patients that  score high  in  risk  factor  analysis  and  Stress
Echocardiogram  are referred for coronary angiography.  This test is  not only
More  expensive,  but  does  not  generate revenue to the referring physician.
Furthermore,  in  cases  where it  is actually not necessary, the test results
in significantly higher costs to the  patient  and  insurer.  A  Vasogram,  in
contrast, is easily  administered  in  the primary  care  office by
unskilled   staff  in   less  than  15  minutes.  Furthermore,  by  accurately
assessing  CAD  early  in  its  development,  the Vasocor  device  can  reduce
overall costs  to patients  and  insurers  by  identifying  the disease  early
enough so that  lifestyle  changes  are  effective  forms  of treatment rather
than requiring  pharmaceutical  or  surgical  treatment.  The  Vasocor  device
offers a  compelling value premise of accuracy, simplicity  and  cost  savings
to physicians, patients and  health insurance  providers.

Clinical Trials and Publications

Independent medical researchers have conducted three major clinical trials in
four leading  academic medical centers in the United States and two in Europe
that  validates  the  technology.  This  clinical  testing has  extended over
eight years and has involved  multiple  versions of the device and associated
technology.

The first clinical trial involved  comparing Arterial Compliance measurements
with coronary artery disease as determined by invasive  coronary  angiography
(Vasogram Improvement Program).  The  second  clinical  study  was undertaken
to determine repeatability of testing and  expected values from a  population
of subjects over a large age range  without cardiovascular disease (Precision
Study).  Because coronary angiography does not identify  early cardiovascular
disease, the third clinical trial compared Arterial  Compliance  measurements
with degree  of  aortic  atherosclerotic  disease  as  measured  by  Magnetic
Resonance Imaging (MRI).  This study  included  subjects with a wide range of
cardiovascular disease (Accuracy Study).

Regulatory Approvals

The  VVDC  device  has  received  510(k)  pre-marketing approval by USFDA, in
addition to a UL approval.

In  summary,  the  Company  has been given  clearance  to  commercialize  the
                                         10
<PAGE>
Vasocor Vascular  Diagnostic  Centers  in  the  general areas of Non-invasive
cardiovascular disease assessment.

Reimbursements Considerations

Current Non-Invasive Cardiovascular disease management CPT and ICD-9 Codes are
applicable  for  the  Vasogram  as  well as for the Model 300's other built in
applications such as Ankle / Arm Index Module, Segmental Limb Pressure Module,
and Endogram Module (which measures Endothelial Function).

The  Medicare/Medicaid  80%  reimbursement level for each of  the applications
currently return in the range $198 to $245.  It is possible  to  apply to  the
AMA for a specific CPT Code for the Vasogram and Endogram Modules. There is no
guarantee that the company will be able to obtain a new AMA specific  CPT Code
or these re-imbursement levels will be sustained for a very long time.

Benefits

The Vasogram addresses the need  for an early-stage, non-invasive procedure to
identify CAD patients without the need for outpatient services or  clinics and
represents a benefit to the  patient, primary care physician, and the  medical
insurance industry. The Vasocor  Model  300  is  operational  on  a commercial
scale, has proven  effectiveness  in  robust clinical trials, has achieved FDA
clearance for marketing and sales, and has attractive reimbursement status.

Market Size

The  market  potential  of  Vasocor technology for the diagnosis of CAD in the
primary care physician's office and other  locations  is substantial.  Current
procedures  for  CAD  range  in  price  from $500 for an ECG Stress Test up to
several thousand dollars for an angiogram. The total number of CAD diagnostics
performed in the United States exceeds 80 million per year.  Initial estimates
for  procedures  involving  Vasocor technology indicate Vasocor's total market
opportunity, as estimated by McKinsey & Company, is  between  $300 million and
$500 million of a total $1.4 billion market potential.

Coronary Artery Disease

Heart disease is still the single largest killer of Americans, claiming nearly
a million lives a year. Approximately 60 million Americans are at risk of CAD.
The direct cost of treating heart disease in the U.S. reached $100  billion in
1999, while  the indirect costs exceeded $180 billion. Successfully diagnosing
CAD  is  complicated  by  the  fact that over 50% of people who die from heart
attacks  experience  no  symptoms  of  heart  disease  prior  to  the  initial
event,  which  is  often  death.  Atherosclerosis, fatty substance deposits or
plaque  in  arteries,  causes  structural  changes  in  the arterial wall that
alters the  arteries' physical properties.  Two types of plaques are Calcified
plaque  and  Vulnerable  plaque.  Calcified  plaque  is  a  hard lesion and is
a manifestation of late stage disease. Vulnerable plaque is a soft, lipid-rich
pool  with  a  hard  surface  that can rupture into the arterial flow surface,
leading  to  rapid  obstruction.  These  events that occur in patients with no
previous symptoms,  and  which  are  responsible  for over 50% of heart attack
deaths,  are  generally  thought  to  be  caused  by Vulnerable plaque, not by
Calcified plaque.

There is a significant need for a new technology capable of  identifying early
symptoms   of   cardiovascular  disease,  including  Vulnerable  plaque.  Such
diagnostic tools,  combined  with recent and upcoming intervention techniques,
create  the  possibility  of  treating  patients  at  an  earlier stage in the
disease,  thereby  preventing  some of the more than one million heart attacks
that occur annually  in  the  United States. Atherosclerosis is the underlying
abnormality  associated with coronary artery disease (myocardial infarction or
heart  attack),  cerebrovascular  accident  (stroke),  and peripheral vascular
disease (diabetes, amputations, etc).  Coronary artery  disease is the leading
cause of death in the United States; cerebrovascular  accidents are  the third
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leading cause of death  and  the number  one  cause  of  permanent  disability
Major  risk  factors  for  atherosclerosis  includes:  cigarette  smoking,
hypertension, diabetes, elevated blood lipids, lack of exercise,  and obesity.
Modern medicine has developed powerful weapons to combat these risks.  Despite
these advances, a substantial number of  coronary and  atherosclerosis-related
events  occur  each  year  in  individuals  who  currently  do not qualify for
drug therapy based on current primary-prevention guidelines.  Therefore,  more
effective  strategies  are  required  to   identify   individuals   who  would
benefit from more aggressive therapy.

Atherosclerosis  is known  to thicken the arterial wall, thus making the artery
more  stiff  and resistant to expansion secondary to pressure change during the
cardiac  cycle.  The  Vasogram(tm)  device  has  the  capability  of accurately
measuring  arterial  stiffness  in vessels  in  the  lower extremity (thigh and
calf  levels).  This  device  is  noninvasive  (i.e.  safe),  inexpensive,  not
space restrictive, and can be operated by non-physicians and non-nurses.

Identification of Coronary Artery Disease

Currently, no effective, low-cost diagnostic exists for CAD in the primary care
physician's office. The less expensive CAD diagnostics, such as the ECG and the
ECG  Stress  Test  (including  Echocardiography),  are blinded to early CAD and
therefore are limited to identifying advanced atherosclerotic coronary disease.
Once  the  disease  is  at  such  a stage, treatment is costly.  In addition, a
significant number of patients fall into the "gray area"  where  physicians are
uncertain  as to whether the patient should be referred for additional testing,
put on medication, or simply followed with risk factor modification.

The relatively  more  accurate  diagnostic  tests, such as Stress Thallium, are
somewhat difficult to perform and interpret, and costly to administer. Coronary
angiography  is widely considered to be the "gold standard" for diagnosing CAD;
however, this procedure is both costly and highly invasive.  All of these tests
also  are  indicative  of  advanced  atherosclerotic  disease (or other cardiac
problems not associated with atherosclerosis).  None  of  these  procedures are
routinely performed in the office of primary care physicians.

Peripheral Arterial Disease (PAD)

PAD is  atherosclerosis  involving  peripheral  arteries,  such  as  the brain,
extremities,  and  visceral  vessels.  PAD  is  a highly prevalent disease that
affects approximately 8 to 12 million people in the United States.  In a recent
study it was  estimated  over  50%  of  patients  with PAD elude diagnosis. PAD
is clearly associated  with  increased  risk  of  other vascular disease, which
include cardiac and cerebro-vascular mortality and morbidity.

Competition

The existing CAD diagnostics available to primary care physicians  have several
important  limitations   that  create  significant  opportunities  for  a  new,
low-cost,  office-based,  procedure such  as  VVDC  technology.  First, as  CAD
diagnostics, both the ECG and the ECG Stress  Test  produce  a  relatively high
number of false negatives and false positives. More importantly these tests are
limited to the diagnosis of advanced atherosclerotic disease.  An estimated 50%
of  patients  given  an ECG receive borderline test results and 25% of patients
tested on an ECG Stress Test also fall into the borderline category.

Although the Stress Thallium and Echocardiogram are more accurate than  the ECG
and  the  ECG  Stress  Test,  these procedures are also more expensive and more
difficult to  perform and interpret.  Coronary angiography is widely considered
to be the "gold standard" for diagnosing CAD; however,  this  procedure is both
costly  and  highly invasive, and is a late stage disease diagnostic tool.

Physicians have estimated, between 10-20% of coronary angiograms performed find
little  or  no  disease  in the patient.  Further, intravascular ultrasound has
shown coronary  angiograms  often  miss  significant  atherosclerotic  disease,
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when coronary lumen is not  compromised.  With the exception of ECGs, which are
often  conducted  in a physician's office, the  majority  of  the  existing CAD
diagnostics take place in hospitals or cardiac clinics.

The high  cost  of  the  equipment, skill needed to perform the tests and space
Requirements  prohibit primary care physicians from using most CAD  diagnostics
in  their office.  Currently,  primary  care  physicians do not have a low-cost
assessment alternative that they can use in their own office to assist  them in
determining whether a patient should be referred for further testing or whether
life  style  modifications  and  lipid-lowering drugs and other pharmacological
therapies are the appropriate next step.

For PAD the existing  commonly  used  assessment  tool  is Ankle/Brachial Index
(ABI). This noninvasive  procedure  can  accurately identify patients with PAD.
To conduct  an ABI  procedure  with  current technology,  the examiner needs to
be skilled in using Doppler ultrasound. This is a technique-sensitive procedure
whose results may vary depending on the skill of the examiner. Thus, this
method is  not  widely  used  in primary care offices. The VVDC device includes
the ABIgram(tm) module, which is a  Doppler-free method of performing
Ankle/Brachial Index  with  this  module  virtually  any  health  care provider
can obtain this important measurement.  If  PAD  is  found,  the  device offers
another PAD tool called the PADogram(tm). This  module  measures thigh and calf
segmental limb systolic  pressure,  which  is  helpful  in  identifying
location  of  arterial obstruction.

New Competitors / Complementers

Due to the attractiveness of this market, there are several new technologies at
Various   stages  of  development  aspiring  to  meet  the  need  for  new  CAD
diagnostics.  The  strongest  likely  emerging  competitors  to  arterial
compliance  are the C-reactive  protein  assay,  IL-1 genetic test, and
EBCT/Ultra Fast CT.  Each of these technologies detects coronary artery disease
at different  stages  in  the  progression of the disease.  Arterial compliance
measurement is  the only early assessment procedure  that  is noninvasive, cost
effective and  easy  to  perform in primary care physician's office.

C-reactive Protein Assay

The  C-reactive  protein  assay  is  a blood test that may be able to add
information about a patient's risk for a coronary event beyond traditional risk
factors.  In clinical  trials conducted on 1,000 frozen  blood samples from the
Physician's Health Study, subjects with high protein levels were three times as
likely to have a stroke or heart attack as those with lower levels.  In another
trial  conducted  on  3,000  frozen  blood  samples,  C-reactive protein levels
declined  38%  in  subjects  given  Pravachol  (statin  lipid-lower  drug)  and
the effect was independent of changes in cholesterol. A new test for C-reactive
protein, developed at Brigham and Women's Hospital in  Boston  and launched  in
November 1999, is gaining momentum in the marketplace. This  test is thought to
be much more accurate than a previous test for C-reactive protein that met with
limited success  in  the  marketplace.  At  this  point, however,  there are no
studies published  that  show  C-reactive  protein  to  have  predictive  power
above Framingham  Risk  Profiles.  Further,  in  clinical  trials, Vasogram(tm)
endpoints correlated more  closely  with aortic atherosclerosis than C-reactive
protein measurements.

Interleukin-1 (IL-1) Genetic Test
The  IL-1  genetic  test  is  a  finger-stick blood test  that  detects genetic
Predisposition  for  CAD  by  examining factors that regulate  the inflammatory
process.  Clinical  trials  conducted  at  the  Mayo  Clinic  revealed a strong
association between IL-1 and CAD in patients 60 years old or  younger. The test
was developed by  Interleukin Genetics, Inc. and is expected  to be launched in
the next few years at a cost of approximately $200 per test.



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EBCT / Ultra Fast CT

The EBCT/Ultra Fast CT uses imaging to detect coronary arterial calcification,
which has been shown to be correlated with the severity of atherosclerosis. In
clinical  trials, a calcium score of over 400 indicated a 15 fold greater risk
of a major coronary obstruction.  An eighteen-month study of 1200 asymptomatic
patients showed that those who experienced coronary events had  calcium scores
6.5 times higher than those who had no such events. In addition, a 150 patient
Clinical  trial  of EBCT's  efficacy  as a treatment monitor revealed a strong
Correlation between reductions in  cholesterol and  calcium deposits. EBCT  is
manufactured by San Francisco based Imatron which  has  since been acquired by
General Electric Corporation.

InterCare Clinical Explorer (ICE(tm))

InterCare Clinical Explorer (ICE ), is a  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  :

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.

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.

When  a  significant  number  of  patient encounters are recorded using the same
clinical  vocabulary,  the  value  of  the  resulting  clinical  information  is
profound.  Use  of this data will facilitate unprecedented and rapid improvement
in  the consistency and quality of care delivery for an individual patient. This
capability  will  be  facilitated  by the ability to accurately and consistently
measure  and  improve patient outcomes in response to care rendered while at the
same  time  reducing  the  cost.  ICE(tm)  clinical  documentation  provides the
necessary  granularity  and  consistency  in  the  recording  of  patient health
observations  required  for  this  process  to  work.
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Summary  of  the  languages  implemented  and  supported  in  ICE(tm)  are:

-     International  Classification  of  Diseases  (ICD-9-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 such as SNOMED, LOINC and Read
      Codes.

Industry  Trend

The  US  Initiative

The Bush Administration's health care agenda has outlined a comprehensive vision
for  helping all Americans benefit from the potential of American health care in
the  21st century. The President's health care agenda is designed to improve the
accessibility,  affordability  and  accountability  of  health  care  for  every
American  --  and  to  make sure that American health care keeps getting better.

ICE  is  positioned  to  facilitate  many  aspects  of the Bush Administration's
health  care  initiatives.

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.
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<PAGE>

    -  OUR  STRATEGIC  PARTNER  STRENGTH.
      Partnerships  with  CGI Communications  Services, Inc., our parent company
      Meridian  Holdings,  Inc.,  Meganet  Corporation, Sager Midern Computers.,
      Acer  America  Corporation,  ViewSonic  Corporation,   Microsoft
      Corporation, Tech  Data  Corporation,  and  QRS  Diagnostics,  Inc.,  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
      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  BUSINES  STRATEGY

Our  current  efforts  are  targeted  on  taking  advantage  of  our  strengths
in  the  application  of  high  technology  in  the  following  areas:

       -  The  development  and/or  acquisition,  through licensure or purchase,
          of  third  party  technologies  to  be  integrated  into ICE software.

       -  The  development,  through  licensing and/or acquisition, of streaming
          video  technology  to  facilitate  the  delivery   of  high-resolution
          video-based  tele-medicine  and  other content over  the Internet. The
          server-side  software  would  be  marketed  to  Internet  and intranet
          providers. A basic client-side browser plug-in would be  offered  as a
          free  download  from  InterCare  DX,  Inc., while  a more robust stand
          alone player  would  be  offered  for  sale  as  an  upgrade.

       -  The development of direct reseller relationships with manufacturers of
          tele-medicine  hardware  and  software  (e.g.  Sony).  In addition  to
          reselling  tele-medicine  equipment  and software, InterCare DX, Inc.,
          will  provide  tele-medicine  systems  design  and  integration,
          installation and  support  services,  with  the  latter entailing both
          face-to-face client contact  and  a  unique  interactive  multimedia
          Internet site devoted to answering most questions about tele-medicine,
          including tutorials, chat  and  forum  capabilities.

       -  The provision of web-site design & development services, including the
          production and/or acquisition and conversion of interactive multimedia
          content,  for all of the above areas and for the other subsidiaries of
          Meridian  Holdings,  Inc.,  our  parent  company.
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InterCare  most  apparent  weaknesses  when  operating  in  the  US  market are:

-       Very  small  customer  base  in  the  USA
-       Partial  proof/testimony  of live enterprise sites using ICE(tm)  in the
        USA
-       Insufficient  customer  services  and  support infrastructure in the USA
-       Perception  of  a  small  ("thin")  company  in  comparison  with  well
        established  (and  public)  US  healthcare  IT  companies
-       Limited  number  of  strategic partners in complementary expertise areas
        Strengths

InterCare  strengths  when  operating  in  the  US  market  are:

-       Point-Of-Care  EHR  management,  care  standards,  workflow  management,
        personal   productivity  management,  common enterprise  knowledge base,
        enterprise  data  warehouse,  legacy  integration  middleware  and  data
        mining,  which  are  generally  available  (ICE(tm))

-       ICE(tm)  architecture  initially  designed  to support Internet (n-tier)
        implementations

-       ICE(tm)    architecture  supportive  of  concurrent  multi-lingual users

-       ICE(tm)    architecture   supportive   of   remote   administration  and
        maintenance

-       InterCare  control  over  competitive  product  packaging   and  pricing
        strategies

-       InterCare  proven  quick  turn-around  compliance  to  market trends and
        demands  (6-9  months  between  major  versions)

-       InterCare  competitive  lower  cost  of  enterprise  product development

-       Extensive,  multi-level  customization  of  ICE(tm)   software programs'
        components,  requiring  no  source  code  intervention

-       Compliance  with  HIPAA  through  customer  controlled security business
        rules.

-       InterCare  expects  its transition to the e-Health market space, coupled
        with its revised service-based sales  model,  to  make  these  strengths
        a  significant  competitive  advantage  over  its  competition.

Risk  Factors

CHANGES  IN  THE  HEALTH  CARE  INDUSTRY  COULD  ADVERSELY  AFFECT OUR BUSINESS.

The  $1  trillion  health  care  industry is currently going through a period of
tremendous  change.  Nowhere is this more evident than the patient care delivery
network  where  the  three  main  components--physician  groups,  insurers  and
hospitals  -  are  scrambling  for  market  share,  volume  and  control.

The  health care industry is also subject  to changing  political, economic, and
regulatory  influences.  These  factors  affect  the  purchasing  practices  and
operations  of  health  care  organizations.  Changes  in  current  health  care
financing  and  reimbursement  systems  could  cause  us  to  make  unplanned
enhancements  of  applications or services, or result in delays or cancellations
of  orders, or in the revocation of endorsement of our applications and services
by  health  care  participants. Federal and state legislatures have periodically
considered  programs  to reform or amend the U.S. health care system at both the
federal  and state level. Such programs may increase governmental involvement in
health  care,  lower reimbursement rates, or otherwise change the environment in
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<PAGE>
which  health   care   industry  participants   operate.  Health  care  industry
participants  may respond by reducing their investments or postponing investment
decisions,  including  investments  in  our  applications  and  services.

Many health care industry participants  are consolidating  to  create integrated
health  care  delivery systems   with  greater  market power. As the health care
industry   consolidates,   competition  to  provide  products  and  services  to
industry  participants  will become even more intense, as will the importance of
establishing  a  relationship  with  each  industry  participant  These industry
participants may try to use their market power to negotiate price reductions for
our products and services. If we were forced to reduce our prices, our operating
results  could  suffer as a result if we cannot achieve corresponding reductions
in  our  expenses.

Most recently, the Center for Medicare and Medicaid Services announced that it
has released a beta version of the Veteran Administration EMR software called
called Vista Office(Veteran Health Information Systems and Technology
Architecture) (www.vista-office.org), for download by physicians free of charge
to use in their offices. This application is like the VA EMR, popularly known as
VisTA and uses outlines and facilitates the documentation of what has been done
for prevention purposes using "form filled hypertext" whereby one clicks on
questionnaire answers (in outline form) and the text is automatically generated
in the note. The application is written in Delphi, and the database is
Intersystems' Cache - a hierarchical database.(www.intersystems.com.

The final release of this software is still pending, and the impact of this move
by the Federal Government is believed to encourage physicians to transition from
paper medical record keeping to an electronic one.

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.

GOVERNMENT  REGULATION  OF  THE  HEALTH CARE INDUSTRY COULD ADVERSELY AFFECT OUR
BUSINESS.

We  are  subject  to  extensive  regulation  relating to the confidentiality and
release of patient records. Additional legislation governing the distribution of
medical records has been proposed at both the state and federal level. It may be
expensive  to  implement  security or other measures designed to comply with new
legislation. Moreover, we may be restricted or prevented from delivering patient
records  electronically.  For example, until recently, the Health Care Financing
Administration   guidelines  prohibited  transmission  of  Medicare  eligibility
information  over  the  Internet.

Legislation  currently  being  considered  at  the  federal  level  could affect
our  business.  For example, the Health Insurance Portability and Accountability
Act  of  1996  mandates  the use of standard transactions, standard identifiers,
security,  and  other provisions as amended. We are designing our  platform  and
applications to comply with these proposed regulations; however, until these
regulations  become  final,  they  could  change,  which  could  cause us to use
additional  resources  and  lead  to  delays  as  we  revise  our  platform  and
applications. In addition, our success depends on other health care participants
complying with these regulations.  Furthermore, our recent  involvement with the
VVDC technology makes us an FDA regulated  entity. The release  of  future  VVDC
products will require FDA approval. We will be seeking for European Union
approval or the CE mark, in order to market our product in European Countries.
There is no  guarantee  that  such  approval will be obtained in a timely manner
or at all. Any delay  in  obtaining such approval will impact our revenue.

EMPLOYEES

We  presently  have five full time employees and seven  independent contractors.
We outsource some of our personnel needs to third parties such as the Encanta
Group, LLC. our sales force and marketing Consultants.
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<PAGE>
                       DESCRIPTION  OF  PROPERTY

We are presently  occupying 1/2 of an office space leased by  Meridian Holdings,
Inc.,  our  parent  company,  at  6201 Bristol Parkway, Culver City California.
The  agreed cost  attributable  to us  for  the use of the facility is based  on
1/2  of  the  total  amount of  cost  to Meridian Holdings, Inc.,  for operating
the  suites.

LEGAL  PROCEEDINGS

We  are  not  currently  a  party  to  any  material  legal  proceedings.

RISKS  ASSOCIATED  WITH  MANAGING  GROWTH

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

MARKET  FOR  COMMON  STOCK

The  Company's  Common  Stock  is traded on the Bulletin Board maintained by the
National  Association  of  Securities Dealers, Inc. under the symbol "ICCO." The
price  range  of the Company's Common Stock has varied significantly in the past
months  ranging  from  a  high bid of $.35 and a low bid of $0.03 per share. The
above prices represent inter-dealer quotations without retail mark-up, mark-down
or   commission,   and   may  not  necessarily  represent  actual  transactions.

SELECTED  FINANCIAL  DATA

The  Company  had  net  working  capital  of  $ (1,616,892) as at March 31, 2006
compared to  networking capital of $ (1,589,810) during as at December 31, 2005.
The decrease in working capital is due to write-off  as bad debt  expense of the
account receivable  from Medmaster  software  licenses  sold  earlier, which has
since  been  withdrawn  from  the market as a result of unresolved legal dispute
between Lockheed Martin Systems  Integration Division, and the Israeli receiver.
The Company  believes  that its  ICE(tm)  replacement software will provide more
value,  and  much  more  cost  effective  to  its  end  users than the Medmaster
Technology upon its debut in the market.

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.
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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.

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, very low revenue from
our  current operation.

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 generated $1,250  revenue from the VVDC  device  rental  during  the
quarter ended March 31, 2006, as compared to no revenue during comparable period
in 2005. There  were  no  software  license  revenue generated during comparable
periods in 2005 and 2006 respectively.

COST  OF  REVENUES

There was no cost of revenue generated during this period.

SALES  AND  MARKETING

Only  minimal  sales  and marketing has been done by the Company, since focusing
most  of its resources at the moment in our software enhancement, pilot  testing
of the VVDC devices  and debugging of our software. The Company is allocating  a
substantial amount  of  time  and  efforts  towards  sales  and marketing of the
ICE(tm) software.

PRODUCT  DEVELOPMENT.

The Company will continue to update and enhance both the VVDC device as well as
ICE(tm)Software  products  with the result that  there will be  an  anticipated
increase in product research and  development  expenses  during the next coming
year. There can be no assurance that any new development or update  to the VVDC
dvices will be approved for marketing by USFDA in a timely manner.  In  ability
to obtain USFDA proved, or any delay in approval may impact our revenue stream.

GENERAL  AND  ADMINISTRATIVE

General  and  administrative  expenses  for  the  period  ended  March  31, 2006
                                           20
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was $ 59,282 compared to $ 20,680 during comparable period in 2005. The increase
in general and administrative expense was due to the increase in the  management
share of cost from Meridian Holdings, Inc. Of the $59,282 total expense, $27,550
was for employee payroll and benefits, $5,500 was for office rent and utilities.

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 2006, assuming additional funding is raised from
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 $58,032  for the period  ended  March 31, 2006,
compared  to  net  loss of $20,680 in March 31, 2005.  The 36%  increase  in net
loss was as a  result  of  the increased management share of cost for the period
ended March 31, 2006.

The Company anticipates future revenue increases, as it embarks upon aggressive
commercialization of the VVDC device as well as sales of ICE(tm) software
licenses, implementation and training.

PLAN  OF  OPERATIONS

On February 22, 2006, the Company entered into an Exclusive Master Value
Added Reseller agreement with Meridian Health Systems, P.C. ( a private
Company, under common control) to commercialize the Vasocor Vascular
Diagnostic Center Equipment. Revenue from this agreement was minimal during
the first quarter of 2006.

On February 24, 2006, registrant issued a press release  announcing that it has
initiated  full  commercialization  of  the  Vasogram  Technology  and  names a
renowned scientist as the chairman of the Scientific Advisory Board.

On February  25,  2006, the  following  individuals  were  re-elected  to serve
as directors of  the  company  until  the  next annual meeting:  Jude Uwaezoke,
Karunyan  Arulanantham, Donald Stanford and  Wesley  Bradford. Anthony C. Dike,
was re-elected for another three year term.

The  company  is  currently  developing  a  full commercialization plan for the
sales and marketing of the VVDC device in the US Market, with the assistants
of the Encanta Group, LLC.

We have entered into several product teaming agreements with various vendors
and complementary  technology companies.

There is no guarantee that such an effort will yield any dividend in the
Immediate or near future..

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,
                                           18
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of the effectiveness  of  the Company's disclosure controls and procedures as of
March 31, 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,
the  Management  concluded  that  as  of March 31, 2006, 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

Item 1 legal Proceedings

             None

ADDITIONAL  INFORMATION
Exhibits
31.1                Certification pursuant to section 302 of the Sarbanes-Oxley
                    Act of 2002
32.1                Certification pursuant to section 906 of the Sarbanes-Oxley
                    Act of 2002
SIGNATURES

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

InterCare DX,  Inc.

Date:  May 17, 2006            Signature By:  /s/  Anthony C. Dike, MD
                                               -----------------------------
                                                   Anthony C. Dike, MD
                                                     Chairman & CEO
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