UNITED  STATES
                       SECURITIES  AND  EXCHANGE  COMMISSION

                           WASHINGTON,  D.  C.  20549

                                  FORM  10-QSB

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

               For  the  Quarterly  Period  Ended          September 30,  2007

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

               For  the  Transition  Period  From  ___________  to  ____________


                        COMMISSION  FILE  NUMBER:   333-57780


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

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

           6201  Bristol Parkway  Culver City,  California 90230
        ----------------------------------------------------------------
                    (Address  of  Principal  Executive  Offices)

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

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

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

As  of September 30, 2007, InterCare DX, Inc., Registrant had  19,903,902 shares
of  its  no  par  value  common stock outstanding with a total market value of
$338,370













                                        Page 1 of 19 sequentially numbered pages
                                                                     Form 10-QSB
                                                             Third  Quarter 2007


                            InterCare DX, Inc.


                                      INDEX


                                                                       PAGE
                                                                       ----


PART  I.  FINANCIAL INFORMATION
      Item 1     Financial Statement

          Balance Sheets  As of September  30, 2007 (unaudited)
          and December 31, 2006                                          3

          Statements of Operations for the three Months and nine months
          ended  September  30, 2007 and 2006                           4

          Statement of Cash Flows for the Three Months and nine months
          ended September  30, 2007                                     5

          Notes to Financial Statements                                 6-9

          Company Overview                                               10

    Item 2    Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                   16-18

    Item 3    Controls and Procedures                                    18

PART II   OTHER INFORMATION

          Additional Information                                         18

          Signature                                                      19



























                                       2
<Page>

                               INTERCARE DX,  INC.
                                 BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                            As of September             December 31
                                                       2007                    2006
                                                    ======                  ======

ASSETS
<S>                                                 <C>                         <C>
Current assets
    Cash                                            $ 41,289                 $  4,378
Accounts Receivable (Note 1 )                        252,010                    4,210
Inventory                                                 -                   50,137
Other Current Assets                                     500                       -
Total Current Assets                                 293,799                  58,725

Fixed Asset, net                                         342                     417
                                                    ---------                 ------
Total Current Assets.. . . . . . . . . . . .         294,141                 $ 59,142
                                                   ==========               ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable (Note 1) . . . . . . .  .  $     5,194                   80,914
    Advances from Officer                            42,273                    7,549
    Deferred Revenue                                      -                   50,137
                                                   ---------                --------
           Total Current Liabilities  . . . . .  .    47,967  .              138,600

Long term liabilities          . . . . . .. . . .          -                       -
                                                    ---------               --------
           Total Liabilities  . . . . . . . . .       47,967                 138,600
                                                    ---------               --------


Liabilities and Stockholders' Equity

Stockholders'  Equity

 Common stock (100,000,000 shares authorized
 no par value 19,903,902  and 19,903,903 shares
 issued and Outstanding as of Sept. 30, 2007  and
 December 31, 2006) (Note 2) .  . . . . . . .  .  .1,021,606               1,021,203
    Accumulated Deficit                             (716,492)             (1,120,908)
                                                    ----------            ----------
           Total Stockholders' Equity . . . . . .    246,174                (79,458)
                                                    ----------             ---------
Total Liabilities & Equity. . . . . . . . . . .  $   294,141              $   59,142
                                                    ==========             =========

</TABLE>








                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                       3
<Page>

                            INTERCARE DX,  INC.
                      Income Statement - Unaudited

                            STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


                        For three months  ended Sept 30,   Nine months ended, Sept 30,
                               2007            2006           2007              2006
                               =====           ======        =======          ========
<S>                         <c>             <c>             <c>          <c>
Revenues  . . . . . . . .   $ 379,000         $ 56,000        $  621,415     $   62,250
                              ---------         -------         --------       -------
Cost of Goods Sold             22,000            20,000           81,162         20,000
Gross Margin .                 36,000            12,060           62,250         12,060

operating Expense. . .        (30,862)         (22,321)          (138,412)      (81,946)
                               ------           -------           --------      --------
Other Expense(Income)           2,000.              64              6,443           158
                              ---------        --------         ---------      --------
          Net Income (loss)  $ 324,138        $.13,615          $ 395,398       (39,854)
                              =========        =========         =========     ========

Weighted average number of
shares                       19,903,902       19,903,902        19,903,902     19,903,902
Weighted average earnings
per share                    $ 0.02           $  0.0            $ 0.02         $ (0.0)

</Table>
































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

                             STATEMENT OF CASH FLOW

                                    UNAUDITED


<TABLE>
<CAPTION>

                        For the Nine Months  ended Sept 30,   Three Months Ended Sept 30

                                               2007         2006        2007       2006
                                               ====         ====         ====      ====
<S>                                          <C>          <C>          <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . .      $ 395,398    $ (39,854)    324,138    13,615
      Adjustments to reconcile net
      loss to net cash
      used in operating activities:
      Depreciation                                    75           59          25        59
(Increase) Decrease in
      Accounts receivables . . . . . . . . . .  (247,800)     (53,697)   (120,000)  (57,285)
      Prepaid Assets                                (500)           -           -          -
Increase in sales Tax Payable                          -         4,125          -      4,125
Increase(Decrease) in
      Deferred Revenue                          (50,137)             -          -          -
      Accounts Payables. . . . . . . . . . . . .(75,720)         5,591    (75,720)    19,500
                                                 -------       --------  -------    ------
NETCASH USED IN OPERATING ACTIVITIES . . . . ..  21,316        (83,776)   128,443    (19,986)

CASH FLOW FROM INVESTING ACTIVITIES
      Fixed Asset                                       -          (592)         -        -
                                                   --------     --------  --------  --------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . .  0            0            0         0

CASH FLOW FROM FINANCING ACTIVITIES
     Advances from MH. . . . . . . . . . . .           -          77,660        -     20,495
     Advances from Officer                        15,351          (3,351)       -     (1,851)
     Repayment of Debt                                                 -   (87,154)        -
     Sales of Common Stock                              -         10,000          -       -
                                                 --------     --------   -------    -------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . .  15,595          84,309   (87,154)   20,495

     Increase (Decrease) in cash . . . . . .      36,911             (58)   41,289    (1,342)
CASH AT BEGINNING OF PERIOD. . . . . . . . . .     4,378             147         0     1,431
                                               -----------     ---------   --------   --------
CASH AT END OF PERIOD. . . . . . . . . . . .     $    89          $   89     41,289        89
                                               ===========     ========== =========    ======


</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 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, 2006 included in its Annual Report on Form 10-KSB.  Operating
results for the nine-month  period  ended September 30, 2007 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 nine  months
end September 30, 2007 and 2006 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 September 30, 2007 and
December 31, 2006 and the results  of  operations and cash flows for the nine
Months ended September 30, 2007and 2006 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. The company had entered into commercialization agreement of
the Vasocor Device with Meridian Health Systems, P.C. There  are  about  150  of
these device  already manufactured and in controlled Storage at Jupiter Florida.
Since some of these devices have to be tested before being  sold, and  since  we
have just only recently established a sales price  for  these  items, we will be
re-evaluating how many of these devices are  in good shape, having been in
storage since 2003. Upon completion of this  assessment,  then we can  determine
the  cost  of  the  device  to  the  company  based  on  the commercialization
agreement  with  Meridian  Health  Systems,  Inc.  Preliminary estimate  of the
inventory cost is about $5,000,000.
                                           6
<page>
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.

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

Property and equipment consists of the following as of Sept 30, 2007 and 2006:

                                                  2007           2006
                                                 =====           =====

Computer Hardware &Software                      $68,770      $68,770
Equipment                                            592          592
Less:  Accumulated  Depreciation                  69,020       68,829
                                                 -------       -------
                                                 $   342      $   533
                                                 ========      =======

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 September
30, 2007 and 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.

7. Recognition of Revenues.

Revenues from sale of software and/or VVDC device are recorded  upon  delivery
and installation of our products 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.

                                           7
<page>
The  customer  has  the option to purchase an implementation services from  the
Company. Revenues  from  implementation  services  contracts  are  deferred and
recognized as earned as services are performed in contracts with hourly billing
terms; and as related services are performed or expiration  of the terms of the
contract in  flat rate contracts.

The  customer  has  the  option  to  purchase  a  maintenance contract from the
Company.  Revenues   from   maintenance  component  are  deferred  and  brought
recognized income ratably over the maintenance service period. Currently, there
are no  such contracts in existence. The Company's proposed maintenance charges
as based  on  vendor  specific  evidence of fair value.

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

Income taxes are provided in accordance with Statement of  Financial  accounting
Standards No. 109 (SFAS 109), "Accounting  for  Income Taxes".  A  deferred  tax
asset or liability is recorded for all temporary differences  between  financial
and tax reporting and net operating loss carry  forwards. Deferred  tax  expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation  allowance  when, in  the opinion
of management, it  is  more  likely  than  not  that  some portion of all of the
deferred tax assets will be realized. Deferred tax assets  and  liabilities  are
adjusted for the effects of changes in  tax  laws  and  rates  on  the  date  of
enactment

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

Expenses related to the Company are routinely paid  by  Meridian Holdings, Inc.,
(an affiliated Company) under a management services  agreement  between Meridian
                                           8
<page>
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  has been reflected
in the income statement.

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 September 30, 2007, an implementation of  the ICE(tm)  in
one of the University Teaching Hospital Facilities in Jeddah, Saudi Arabia
has started.

16. 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 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.































                                       9
<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

InteCare Vascular Diagnostic Centers (IVDC)

IVDC 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. The IVDC 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

The IVDC  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.

Regulatory Approvals

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

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,
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
                                       10
<Page>
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 peripheral vascular disease (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.

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
                                       11
<Page>
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.

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.

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, however 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
                                       12
<Page>
      low  as  possible.

    -  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, QRS Diagnostics, Inc., and  Novantus  Corporation
      And Microsoft Corporation,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 healthcare arena.

InterCare  most  apparent  weaknesses  when  operating  in  the  US  market are:

-       Very  small  customer  base.

-       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
                                       13
<Page>

-       InterCare  control  over  competitive  product  packaging   and  pricing
        strategies

-       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
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.

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.

                                       14
<Page>
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  IVDC  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.

                       DESCRIPTION  OF  PROPERTY

We are presently  occupying 1/3 of an office space leased by  Meridian, an
Affiliated company at  6080 Center Drive #640, Los Angeles,  California.
The  agreed cost  attributable  to us  for  the use of the facility is based  on
1/3  of  the  total  amount of  cost  to Meridian for operating the  suites.

LEGAL  PROCEEDINGS

From  time to time, we may be engaged in litigation in the ordinary  course  of
our  business or in respect of which we are insured or the cumulative effect of
which  litigation our management does not believe may reasonably be expected to
be  materially adverse.  With  respect  to  existing claims  or litigation, our
management  does not believe that they will have a  material adverse  effect on
our    consolidated  financial  condition,  results  of operations,  or  future
cash  flows.

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 $.024 and a low bid of $0.022 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  $ 246,174 as at September 30, 2007
compared to  networking capital of $ (1,599,742) as at September 30, 2006.
                                       15
<Page>
The increase in  working capital is due to income from operations during the
periods then ended.

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.

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
some of 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   $379,000  revenue  from   during  the
quarter ended  September  30,  2007,  as  compared  to $56,000 during comparable
period  in  2005. There increase in revenue is due to software licensing and
implementation during the period ended September 30, 2007. There were no
software licensing sales during the comparable period in 2006

                                       16
<Page>
For  nine  months  ended September 30, 2007, the Company generated $621,415
revenue as compared to $66,375 during the comparable period in 2006. The
increase in revenue is due to sales of ICE software license and services
as well as the VVDC device sales and training services.

COST  OF  REVENUES

The cost of revenue for three months ended September 30, 2007 is $22,000 as
compared t0 $20,000 for comparable period in 2006.  For nine months ended
September 30, 2007, the cost of revenue is $81,162 as compared to $20,000
during comparable period in 2006.

SALES  AND  MARKETING

The company  has  retained  a  Marketing  consultant  to  assist  in  developing
global  awareness  of  our  products  and  services. There  can  be no assurance
that these marketing efforts will result is any significant sales of our product
and services in the near term.

PRODUCT  DEVELOPMENT.

The Company will continue to update and  enhance both the IVDC 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 IVDC
devices will be approved for marketing by USFDA in a  timely  manner.

GENERAL  AND  ADMINISTRATIVE

General and administrative  expenses  for the three months ended  Sept 2007 was
$30,862 as  against  $22,321 for the comparable period in  Sept 2006.  Of  the
$30,862 expense  incurred  for  the three  months ended Sept 2007, $15,862 was
for management share of cost, and the rest was for general  corporate purposes.
For the nine  months  ended Sept 30, 2007, general  administrative  expense was
$138,412 as compared to $81,946 for the comparable period in 2006. The increase
in general and administrative expense was as a result  of hiring of consultants
and associated sales and marketing cost for the new IVDC device being
commercialized by the company.

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

OPERATING  LOSS

As a result of the factors described above, Company expects further increases in
operating expenses for the year 2007, 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  INCOME(LOSS)

The Company had a net income of $324,138 for three months ended September 30,
2007, compared to a net income of  $13,615 in the  comparable  period  in 2006.
For the nine months ended September 30, 2007 the Company had a net income  of
$395,398 as compared to net loss of $39,854 for  the comparable period in 2006.
The increase in net income  was the result  of ICE software licensing sales
and services, sale of VVDC device.

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

                                       17
<Page>
PLAN  OF  OPERATIONS

The  company  has initiated a full  commercialization plan for the
sales and marketing of the VVDC device in the US Market. In addition, the
company is seeking for an alliance with medical device distributors, world-wide
to facilitate the sales and distribution of the IVDC device. Most recently, we
have engaged the services of independent sales representatives who have been
actively involved in the sales and marketing of the IVDC device.

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

The company has recently entered into Education Management software market
with recent deployment of  a new learning management software targeting
Medical Schools and Colleges. This new application is tightly integrated
with the Healthcare management solution we currently have in ICE software.

We have continued to work on the development of the next generation of the
VVDC device, while software development and enhancement is continued, there
are  no expected release date of the finished product.

Furthermore, 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

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and that such information is accumulated and
communicated to our management including our Chief Executive Officer/Interim
Chief Financial Officer, as appropriate, to allow for timely decisions
regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange  Act" ),   the  Company  carried  out  an  evaluation  under  the
Supervision and with the participation  of  the  Company's management, including
the Chief Executive Officer  and President and the Principal  Financial Officer,
of the effectiveness  of  the Company's disclosure controls and procedures as of
the end of the period covered by this report.

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 foregoing evaluation, the Management concluded that as of the end
of the reporting period, 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
                                       18
<Page>
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  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

From  time to time, we may be engaged in litigation in the ordinary  course  of
our  business or in respect of which we are insured or the cumulative effect of
which  litigation our management does not believe may reasonably be expected to
be  materially adverse.  With  respect  to  existing claims  or litigation, our
management  does not believe that they will have a  material adverse  effect on
our    consolidated  financial  condition,  results  of operations,  or  future
cash  flows.

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:  November 20, 2007           Signature By:  /s/  Anthony C. Dike, MD
                                               -----------------------------
                                                   Anthony C. Dike, MD
                                                     Chairman & CEO












                                       19
<Page>