UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON,  D.  C.  20549

                                  FORM  10-KSB

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

          For  the  Fiscal Year Period Ended       December  31,  2001

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

           For the Transition Period From  ___________ to ____________

                       COMMISSION FILE NUMBER:   333-94813


                             INTERCARE.COM-DX, INC.

             (Exact Name of Registrant as Specified in its Charter)

         CALIFORNIA                                          95-4304537

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

        900 WILSHIRE BOULEVARD, SUITE 500, LOS ANGELES, CALIFORNIA 90017

                    (Address of Principal Executive Offices)

                                 (213) 627-8878

              (Registrant's telephone number, including area code)

                                       N/A

    (Former name, former address and former 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  December  31,  2001,  InterCare.com-dx,  Inc., Registrant had 12,242,792
shares  of  its  zero  par  value  common  stock  outstanding.















                                        Page 1 of 27 sequentially numbered pages
                                                                     Form 10-KSB
                       Annual Report For The Fiscal Year Ended December 31, 2001


                                TABLE OF CONTENTS

                                                                    Page Number
                                    PART  I

Item 1. Description of Business . . . . . . . . . . . . . . . . . . . .  . . 1

Item 2. Description of Property . . . . . . . . . . . . . . . .  . . . . . . 16

Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . .16

Item 4. Submission of Matters to a Vote of Security Holders Our . . . ... . .16

                                  PART II

Item 5. Market for Common Equity and Related Stockholder matters . . . . . ..16

Item 6. Management's Discussion and Analysis . . . . . . . . . . . . . .  . .19

Item 7. Financial Statements  . . . . . . . . . .  . . . . . . . . . . . . . 21

Item 8. Changes In an Disagreements With Accountants on Accounting and .. . .21
Financial Disclosure

                                  PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons . . . . 21

Item 10. Executive Compensation  . . . . . . . . . . . . . . . . . . . . . . 23

Item 11. Security Ownership of Certain Beneficial Owners and Management . . .24

Item 12. Certain Relationships and Related Transaction . . . . . . . . . . ..25

Item 13. Exhibits and Reports on Form 8-k  . . . . . . . . . . . . . . . . . 26

































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PART  I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS OVERVIEW

InterCare.com-dx,  Inc.  formerly  known  as  Inter-Care  Diagnostics,  Inc., is
organized in the  State  of California. We  are an innovative software  products
and  services  company  specializing  in  providing  healthcare  management  and
information  systems  solutions.

The  Company  was originally incorporated in 1991 for the purpose of operating a
medical  diagnostics  laboratory  and  engaging  in  various medical services to
clients. On January 17, 1994, a 6.8 magnitude earthquake centered in Northridge,
California  caused  wide spread damage to commercial and residential structures,
and  to major freeways, causing business interruptions and disrupting the normal
flow  of  traffic.  The  Company  experienced  irreversible  damage  to  all its
high-tech  computers  and  diagnostic  equipment.

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

We  have  created,  published and  marketed software  products that is  embedded
with  sound,  text  and  video,  for  purpose  of relaxation training and stress
management. We  have  also  developed Internet-ready applications for healthcare
transactions management,  medical  and health-related contents  and  information
targeted towards the education, consumer and healthcare industry markets.

Our Products and Services

The Company developed the Mirage Systems Multimedia Biofeedback software program
in 1994. This is  a cross-platform  program  available in both Microsoft Windows
3.X including windows 95;98 and Apple Macintosh  platforms. This software became
the  first  United  States  FDA  approved  software  program  for  neuromuscular
re-education  and  biofeedback  training.   The  Company  also  has  four  other
software  products  in  the  market including  the  "Body  Pain  Trigger  Points
Program",  one of our  best selling  software  products, with over 20,000 copies
sold. The Company intends to convert all its software programs to run in all the
popular operating systems available, including  but  not  limited  to  Microsoft
Windows, Macintosh and Linux or Unix operating  systems.

On  June  30,  2000,  the company signed a master value added reseller agreement
with  Meridian  Holdings,  Inc.,  the  parent  company, to sell and  support the
MedMaster(tm)  suite of software technology. Significant terms of this agreement
are that Intercare will sell, support, implement the MedMaster Suite of software
programs,  in  exchange  for  40%  of  net  sales proceeds, and 60% of recurrent
revenue from  software  support  and  implementation.

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

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

InterCare   is   in  the  midst  of  transitioning  the  ICE  solution  into  an
Internet web-browser enabled application. This  will  facilitate  access  to the
ICE   data   repository.  ICE(tm)  Internet  capabilities  will  facilitate  the
proactive participation of the consumer in the entire  care delivery process. As
such,  InterCare will have ICE(tm)  positioned to become a significant player in
the  growing  market  of  Internet-based, e-healthcare community solutions. This
will  significantly  expand  the   scope   of  available  healthcare  solutions.

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<PAGE>

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

Point of Care Documentation

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

Order entry and results reporting

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

Imaging and general archiving

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

Multi-disciplinary Clinical decision support

Provision of advanced clinical functionality including protocols, pathways, care
plans,  order  sets,   alerts,  advanced  directives,  costing,  staffing,  time
standards  and  templates that facilitate care management, resources control and
outcome management.

Clinical workflow and productivity management

Personal  desktop that organizes individual user tasks, simplifies follow up and
documentation requirements, improves workflow, facilitates quality assurance and
management intervention in order to make better use of time.

Care provider communication management

On-line, simplified message routing and communication that interfaces to e-mail,
voice  mail  and  like  systems to enhance coordination and follow up among care
providers.

Central Data Repository

Aggregation  of  all patient-centric  data in the enterprise from all legacy and
newer information systems, including Registration, ADT, lab, radiology, pharmacy
PACS, departmental systems and ICE(tm).

Medical knowledge base / lexicon

Multiple  third-party  knowledge bases and lexicons can be readily  incorporated
into  ICE(tm)   including  ICD9,  CPT4,   DSM-4,  application  objects,  lexicon
objects, security objects and individual user preferences.

Bi-directional legacy integration middleware

Data  exchange  in real-time between ICE(tm)  and  legacy systems to  facilitate
data merging, data normalization and information consolidation.

Real-time Electrophysiological and Clinical Data Acqusition

InterCare  has  obtained  a  developers  license  from QRS Diagnostics, inc., to
integrate their Medic Software application into ICE(tm), thus making it possible
to  add  such medical diagnostic data as ECG, Temperature, Weight Spirometry and
Pulse-oximetry into ICE(tm) database real-time.

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<PAGE>

Data discovery, mining and analysis

Suite  of  ad-hoc,  programming  free  tools, enabling novice users experimental
"cruising" of all enterprise data in real-time.

InterCare's  ICE(tm)   software  operates  over  a  customizable and highly
adaptable  operating  environment.  ICE(tm)  is  designed  to concurrently
serve  all  care  providers  throughout  the  continuum-of-care  from  acute and
long-term  care  to  ambulatory  and  home  health  care:

-       The  various  medical  professions  (i.e.  physician, nurse, therapists,
        technologists,  dietician,  etc.)
-       The  various medical specialties (i.e. Primary care, OB/Gyn, Pediatrics,
        Surgery,  etc.)
-       The  various facility types (i.e. acute care, ambulatory care, long term
        care  and  home  care)

ICE(tm) can  seamlessly  integrate  with  legacy  systems  (utilizing  any
off- the- shelf interface  engine)  through  both  HL7  and  proprietary  legacy
interfaces. A 12-tier  security paradigm offers industry leading confidentiality
and  control of information. Security "behavior" rules are fully configurable by
privileged system  administrator(s), without programming, through the underlying
knowledge  bases.  ICE(tm)'s  embedded  security  will  be fully HIPAA (Health
Insurance Portability and Accountability  Act of 1996 ) compliant when the final
rulings are  released,  and  supports  data  compartmentalization  down  to  the
level  of specific value  in  any  data  field.

OUR COMPETITION

InterCare.com-dx  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 starting Q3/2000, after  Y2K  effects are over
The EMR / CDR market  is primarily  dominated  by large scale players (see table
below). These  players primarily  emerged  from a prior dominant position in the
administrative, financial and  clinical ancillary market segments for enterprise
healthcare  IT  software  programs.

In  the  past  few  years,  resulting  from  the rapid growth of the Internet, a
variety of  young  companies  emerged and quickly became dominant players in the
Healthcare  IT  terrain.  Healtheon-WebMD  is  the  most  dominant  new
player in the e-health's  administrative  and financial  arena. Healtheon-WebMD
incorporates  a  crop  of  young  e-health  corporations  acquired through M&As.
Another   important   player,   MedicaLogic,  until   1998  a  traditional
ambulatory  EMR  player,  made  a  bold  strategic move to the Internet in 1998.
MedicaLogic's current strategy is to  provide  an  Internet-based  EMR  software
programs  for  sole  practitioners  in the ambulatory setting,  primarily due to
its inability to support  complex EMR/CDR enterprise software programs. In light
of these rapid  market  transitions,  each of  the dominant  legacy  players  is
executing  a  different  strategy  to  capture  a  leadership  position  in  the
emerging e-health market. The   most  pro-active e-health players are  Eclypsis,
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.
There  are  no specific figures available for estimating the portion of Internet
EMR/CDR  sales within  the annual $2 US Billion sales of traditional EMR/CDR and
clinical systems. Yet, it  is  prudent  to assume that it is still below the 10%
mark.  Thus,  the  sales  of  traditional  (legacy)  enterprise EMR/CDR software
programs still  dominate  the  market  and  are  expected  to continue such
dominance for quite some  time.

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

                                         3
<PAGE>



greater  financial,  technical and marketing resources. As a result, they may be
able  to  adapt  more  quickly  to  new  or emerging technologies and changes in
customer  requirements.  They can also devote greater resources to the promotion
and  sale  of  their  products  or  services  than  we  can.

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

OUR COMPETITIVE ADVANTAGE

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

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

    - OUR  STRATEGIC PARTNER STRENGTH.
      Partnerships  with  CGI Communications  Services, Inc., our parent company
      Meridian  Holdings, Inc.,  Netsales, Inc., Ingram-Micro Inc., DigitalRiver
      Corporation,   Microsoft   Corporation,   HealthCPR   Technologies,  Inc.,
      Healthcare.com, Inc.,  and United Information Systems, 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 Product Features and Benefits

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



                                         4
<PAGE>

The most significant differentiators are:

Fully integrated Software Program

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

Human  anatomy  image  annotation  and  embedding,  point-and-click  data  entry

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

Customizable, component-based architecture

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

Knowledge driven applications

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


Repository, data warehouse and datamart unification

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

Third-party legacy integration

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

Current Resell Partners

China Business Chain Group, LLC.

The Company has entered into an exclusive reseller agreement with China Business
Chain  Group  to  market  and  implement  the  Chinese  version  of  ICE(tm), to
prospective clients in  China and Taiwan.

Telehealth, LLC.

The Company  has  entered  into an exclusive reseller agreement with Telehealth,
LLC.,to  market  and  implement  the  Arabic  version of ICE(tm), to prospective
clients in  the  Arabic  speaking  countries  in  the  Middle-East.



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<PAGE>
The key elements of our business strategy include the following:

      -  Fully  exploit  the  expanding  Integrated  Healthcare  delivery system
         Information  Technology and Internet market

      -  Expand  into  related  healthcare  consumer  market with our relaxation
         training and stress management software program.

      -  Convert  all  our  existing  software  programs  to  an  Internet based
         applications, in order to attract a larger user and install base.

      -  Penetrate  the  National  and International markets for large customers
         such as  corporations,  correctional  facilities, military,  hospitals,
         universities  and government  with  our Internet based applications and
         healthcare information technologies.

FUTURE GROWTH OF OUR BUSINESS MODEL

The  Internet  has  created  new  and  evolving  ways  for  conducting commerce.
According  to  Forrester  Research,  business-to-business electronic commerce is
expected  to  grow to $1.3 trillion in 2003, accounting for more than 90% of the
dollar  value  of  electronic  commerce  in  the  United  States. The market for
applications that enable business-to-business electronic commerce is expected to
reach  $1.5  billion  by  year-end,  according  to  Dataquest.  Enterprises that
have  successfully  implemented  web-enabled  customer  interfaces  now face the
challenge  of  utilizing  the  Internet  and  intranets  to  gain the same level
of  increased  efficiencies  in  their  supply  chain.  In the changing world of
healthcare,  one  trend  serves  the  common  interests  of  doctors,  patients,
and  medical  administrators:  to  maintain  and  increase  the  quality of care
through new and more  cost-effective  technologies, hence the Company's interest
in   the   emerging  healthcare  transactions  and  tele-medicine  services  and
software  applications  development.

There   are   several   different    reports   and   articles   discussing   the
tele-medicine market.  Each  of  them  looks  at  tele-medicine in  a  slightly
different way and provides  different  estimates,  as  follows:

-     Business  Communications  Company  (BCC):   A large consulting  firm  that
produces  industry  reports on many industry sectors. In February 1998 the  firm
produced   a   report   titled:  Tele-medicine  Opportunities  for  Medical  and
Electronic  Providers  (240  pages,  cost:  $1,350).  Ben  Grimley,  an industry
analyst  who specializes  in health  and information technology issues, prepared
the  report. BCC  estimates  that  the  current U.S. market for tele-medicine is
$65  million and will  reach  $3 billion  by  the  year  2002  based on the high
growth   rates  of  leading  market   segments   and  an  assumption  that  full
reimbursement  for   tele-medicine   services   will  continue  to  become  more
common.  They  predict  the  overall  growth  rate  for  tele-medicine  to be 35
percent  per  year  over  the  next five  years  with  a  42 percent increase in
public  sector  investments  and  an 89 percent  growth  in  sites over the same
period.  The  report cites provider plans for  predicting  a 280  percent growth
in  prison  tele-medicine  sites  over  five  years and  a  doubling of military
investment  over  seven years. The predicted rates of growth  for  tele-medicine
is  particularly  important  given  the  firm's  prediction that  the market for
overall   health-care  related  information  is  expected  to  grow  only  three
percent  per  year.

-     Feedback   Research   Services  (FRS):    A   market  research  firm  that
specializes  in high-tech health care delivery systems. Overall, FRS states that
the   current   annual   U.S.   market  for  telepathology,  teleradiology,  and
videoconferencing  tele-medicine  systems  is  under  $100 million. According to
FRS,  tele-medicine-related  videoconferencing   equipment   sales   in  Europe,

North America, and the  Pacific  Rim  accounted  for  $250  million  in revenues
in  1996.  They  estimate  that  worldwide sales of products and services during
the  1990s  reached  an  estimated  $520  million,  cumulative,  through  the
year-end  of  1996.  They  project  the  annual  worldwide  growth rate to be 15
percent.  They  project  that  Europe  and  the  Pacific  Rim  combined  may
represent  cumulative  tele-medicine  expenditures  of  $1.4  billion  by  2001.

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<PAGE>
-     Frost  and  Sullivan  (F&S):     An  international  marketing,  consulting
and  training  firm  covering  many different markets. A representative from F&S
wrote  an  article  in  the  April  1998  issue of ADVANCE for Administrators in
Radiology  &  Radiation  Oncology  that  provided  market forecasts for PACS and
Teleradiology.   According   to   the   article,  the  current  total  PACS  and
teleradiology  systems  market  revenue for the U.S. and Europe is estimated for
1998  at  $368.8  million  with  the United States generating 81 percent of this
market.  They  project a growth rate of about 28 percent over the next six years
yielding  a total annual market of $1.6 billion by 2004. In a separate report on
U.S.  hospital   communications   equipment   markets,  including  tele-medicine
videoconferencing  as  well as other segments, F&S forecasts a 30 percent growth
in  this  market.

-     Waterford  Advisors:     An  investment  firm  specializing  in healthcare
and   information    systems.    The    firm   has   developed   the   Waterford
Tele-medicine Index  (WTI),  an  index  of  stock  prices  from  various
tele-medicine-related  companies.  WTI   was  debuted  in  the  April 1998 issue
of  Tele-medicine  and Telehealth  Networks  and  will be  a regular  feature of
the magazine. The  index  does  not  attempt to predict market size. Rather, the
index is designed to be a  monitor  of the overall  performance of  the industry
and  a  way  to estimate the economic  value  of  tele-medicine companies. Since
the index is new, there is little information  about  the  recent  performance
of tele-medicine companies in the  market.  The index  currently  includes  38
companies.

-     The Healthcare Information and Systems Society  (HIMSS) recently conducted
their  ninth  annual  survey  of  senior  healthcare  executives.
Of the 1,754 respondents, 34 percent reported that their organizations currently
use  tele-medicine,  ten-percent plan  on  using tele-medicine within  the  next
21 months  and  28  percent  are  investigating  its  use  in  the  future.

-     Tele-medicine and Telehealth  Networks Magazine:  This  magazine  recently
completed  a survey of selected  tele-medicine  program  managers.  Ninety-three
percent  reported  that  they expect to expand  their  operations  in  the  next
five  years.

OUR OTHER PRODUCTS AND SERVICES

InterCare.com-dx,Inc.,  also   offers   the   full  Mirage  Systems  Interactive
Multimedia  Biofeedback  Interface, the Stress Profiling and  the Trigger Points
programs, originally  developed in  1993. The Trigger point program is currently
sold  as  a  downloadable  product  over the Internet, via the Digital River and
Netsales Inc. Internet  website.  A  hard-copy  version  of  the program is also
available  for purchase  via  the  Company's  website.  Given  the rapid rate of
change  in  both  hardware  and software technology, these  programs  are at the
outskirts of their useful shelf  lives. 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  a  low-cost  physiological  monitoring  device  as  the   hardware
          component  for  a  PC-based,  executive and consumer-level biofeedback
          device.

       -  The  development  of  cutting  edge, modular software to interactively
          display a wide variety of multimedia feedback from the hardware device
          described  above.  The  software  would be highly extensible and would
          optionally  facilitate an Internet connection to  InterCare.com-dx and
          the uploading  of generated physiological data for analysis and return
          to the user via email or web page.

       -  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.com-dx, while  a more robust stand alone
          player  would be offered for sale as an upgrade.

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<PAGE>
       -  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.com-dx 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.

OUR  INTERNET  BUSINESS  STRATEGY

The  Vision

General

Providing a virtual community software program,  based  on Internet technologies
And infrastructure, which enables the variety  of  participants   in  healthcare
delivery:  consumers/patients, care providers, healthcare enterprise management,
healthcare  IT  professionals  and  payers,  to  improve the quality of care and
reduce the cost of care delivery through effective  care  data  standardization,
management, sharing  and  communication.

For care providers

Facilitate  anytime  &  anywhere  secure  access,  through portable and Internet
technologies,  to  a  variety  of  patient information and personal productivity
services.  These  should  continuously encourage improved reimbursement, reduced
administrative  overhead,  reduced  medico-legal liability exposure and improved
patient  care.

For consumers / patients

Facilitate  and  encourage  consumer/patient  participation in the care delivery
process  through  Internet  technologies.  Facilitate  anytime & anywhere secure
access  to the patient's lifetime medical record as maintained by the healthcare
enterprise. Enable the consumer/patient to obtain a variety of services from his
care  providers and from the healthcare enterprise.  Facilitate consumer/patient
access  to  quality  healthcare  content,  encouraging  self-treatment  of minor
healthcare  problems  outside  the  care  system.

For healthcare enterprise management

Facilitate  optimization  of  care  cost/outcomes standardization throughout the
healthcare  enterprise.   Facilitate   improved  collaboration  and  sharing  of
patient-centric  information  between  care  providers  and patients. Facilitate
increased revenue generation through improvements in reimbursement and reduction
in  claims  rejection.  Facilitate  reduction  of  care  delivery  cost  through
minimization  of  redundant/unnecessary  procedures. Facilitate improved control
over  the  enterprise's  operations through real-time enterprise data mining and
analysis.

For healthcare IT professionals

Facilitate   continuous   improvements   in  the  central  control,  management,
administration  and  maintenance  of ICE(tm) as a centerpiece component of the
healthcare  enterprise  integrated  IT  software  program.  Enable  flexible
distribution of  system  management  and administration responsibilities between
care providers, IT  professionals  and  outsourced  /  ASP  services.

For payers

Facilitate  improvement  of  care  quality  while  reducing  the  cost  of care.
Enabling  improved  analysis  and  control  over  fraud  and  abuse.  Facilitate
improvements  in  automated  approval/rejection  of  care  procedures before its
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execution.  Facilitate  real-time  comparative  analysis of performance vs. cost
of  care  providers.

Market Positioning

Current  Market  Space  Spot

The  ICE(tm)  EMR/CDR  software  program  is  currently  positioned  and
competing  in  the conventional  healthcare  IT  enterprise space. This space is
primarily occupied by large strong competitors, each leveraging a large customer
base, significant recurring  revenue  (from  maintenance  services), and a broad
product  offering.  This  market  space  has  been  undergoing  significant
consolidations  during  last  couple of years, and are expected to continue well
into this century. A typical healthcare IT sales contract  in  this market space
requires  significant  capital  investments  by  the  customer,  and  places the
entire risk  on  the  customer.   Meta  Group  estimates  that 5-year healthcare
IT costs are  ~$100M per a typical Hospital in the US, with 70% of the  software
programs purchased failing expectations  and  replaced  within  2-3  years.  The
ICE(tm)  software program will offer significant advantages over the competition
in a variety of technical and functional aspects  required  from  an  enterprise
EMR/CDR software program. Yet, the market's  immaturity  and  the extent of risk
involved with significant  up-front  capital  investments,  makes  it  a greater
challenge for Intercare.com-dx  to  successfully  play  in  this  market  space.

New Market Space Spot
With  the  transition  of  its  enterprise  software program  to  the  Internet,
and  the  expansion  of  its  solutions'  scope  to incorporate support for both
consumers  and  payers, InterCare  is  now  re-positioning its offering  into  a
new market space: eHealth Virtual  Community Solution.  Unlike  the conventional
healthcare  IT   enterprise  market,   this   market  space  is  currently  less
populated (although  all  large  players  are  expected  to  vigorously  play in
this market space  sooner  or  later).  This  re-positioning also incorporates a
fundamental change  in the company's business and  revenue models.  It  involves
transitioning from the  traditional  up-front  capital  investment  sales  model
into  a  service-based (per-user,  per month  fees)  turn-key  software  program
sales  model,  with  or without support  of  a pure ASP model. This  transition
is  focusing  on  better  leveraging  the  strengths  of  the InterCare  ICE(tm)
software program, while trying  to  minimize  the effects  of current weaknesses
of  the  company  over customers, strategic partners  and  investors.

Strengths and weaknesses

Weaknesses

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
-       Limited  capability  of  InterCare  (at  current  size and structure) to
        effectively  operate  and contract directly with enterprise customers in
        the USA

Strengths

InterCare strengths when operating in the US market are:

-       Point-Of-Care EMR 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

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<PAGE>
        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 eHealth market space, coupled
        with its revised service-based sales  model,  to  make  these  strengths
        a significant competitive  advantage  over  its  competition.

Competition in the new market space
The current and potential competition in the eHealth Virtual Community Solutions
market  is  coming  from  the  following  categories:
-    Pure  Internet  players
-    Legacy  +  Internet  players
-    EMR/Clinical  players
-    Legacy  players
(see  attached comparison analysis tables of current and potential competitors).

Important  recent  transactions/events  in the healthcare IT market space, which
are significant  to  mention in the context of current and potential competition
to InterCare:
Healtheon  acquisition  of  WebMD  and  MedE
Eclipsys  acquisition  of  Transition  Systems/Healthvision
McKessonHBOC  acquisition  of  Abaton.com

Market  segment  focus

Short  Term
InterCare  intends  to  primarily  focus  on the low-to-mid market of Integrated
Healthcare Delivery  Networks  & hospitals  in  the  USA, typically ranging from
150  beds  to  350  beds. Within this market segment, InterCare intends to place
specific  focus  on  MeditechMAGIC  and  SMS Allegra/Allegra 2000 customers. The
reason:  weakness  of  these vendors in the Internet and EMR space, difficulties
of  these  customers  to finance  up-front  capital investments in healthcare IT
and  difficulty  by  such  customers  to  recruit and hold to skilled healthcare
IT  professionals.

Mid-to-Long  Term
InterCare  intends  to expand its target market to include: (a) Large Integrated
Healthcare  Delivery  Networks  & hospital, typically with 500+ beds (b) Managed
care  organizations.  This  market  focus  expansion requires further functional
product  support  of  loosely-coupled  healthcare  enterprises.

Prospective  Customer  Access/Sales  Process  Leadership

Short-term
InterCare  intends  to  establish  a  strong sales & sales support organization,
which  will  enable  the  company  to pro-actively push sales closure and market
penetration.  Initially,  on  a  case-by-case  basis,  the company will take the
decision  whether  to  position  InterCare  as  the  prime contractor, or one of
InterCare's   strategic   system  integration  partners   as  prime   contractor
(InterCare  initially  expects  to  become prime contractor to customers with up
to  200  beds).

Mid-to-Long  Term

InterCare  expects  to  "divide"  the  market  between  itself and its strategic
partners.  InterCare  will  exclusively  focus on the low-to-mid market, and its
strategic  partners,  as  VARs,  will focus on the mid-to-high market. InterCare
strategic  partners  will  also  exclusively  approach  national  networks (such
as  Colombia/HCA,  Tenet,  etc.). InterCare sales and sales support organization
will  provide  extensive  support  to  the  strategic partners in its efforts to
acquire  additional  customers.

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<PAGE>
Contract  Model  Principles

Short-term
InterCare  initially  intends  to  offer  its prospective customers a fixed-fee,
service-based  software  application,  which  defines  deliverables  (rather
than time and materials), and  distributes  the  cost  of  the  entire  turn-key
software  application  to 60   monthly   payments,  starting  6-9  months  after
contract  signing.  This type of contract involves some  level  of  risk  taking
with  the customer, but not in  a  level  which  can  endanger the profitability
of each contract. (see definition of such contract  principles  in  an  attached
document)

Mid-to-Long  Term
InterCare  intends  to  offer  its  prospective customers, after better studying
the  risk  exposure  involved,  a  risk-sharing  contract  which  incorporates a
lower  level  of  monthly  fees,  yet  participates  in  the  financial
improvements/upsides  as  reflected  in  the  "bottom  line"  of  such customers
after  system  implementation.  InterCare  intends  to  work  with  a variety of
healthcare  market  experts  in  order  to formulate and verify its commitments,
upsides  and  exposure  levels  in   pilot  contract(s)  prior  to  making  such
contract  model  generally  available.

Product  Packaging  &  Pricing

Short  Term
In  order  to  enable  quick  transition  to  the new service-based sales model,
InterCare  does  not  intend to modify the current (and simple) packaging of its
ICE(tm)    software application .  This  includes  4  "rentable"  software
components:

(a)  Acute  care  workstation
(b)  Ambulatory  care  workstation,
(c)  Care  standards  workstation,  and
(d)  Imaging  archiving  workstation.

Each  of  these  software  components  is priced  between  $49  -  $79  per-user
per-month  for  unlimited use (depending on  the  aggregate  number  of  users),
where  the  customer  defines  how many users license  each of these components.
With  an  expected  average of 500 licensed  users   per  a  typical  healthcare
enterprise and $99 average  per user  per  month  fees,  this  should  translate
into  ~$50,000  per  month  on behalf  of  software  usage.

Mid-to-Long  Term
InterCare  intends  to  "comply"  with  the  developing  market  conventions  in
clinical  Internet  product  packaging  (i.e.  separate  packaging and licensing
for  Lab,  Radiology,  Prescription,  EMR,  Reports,  etc.). InterCare, however,
intends  to  evaluate  another  dimension  in  product  packaging. This includes
the  establishment  of  Standard,  Professional   and  Enterprise  editions  per
product/component,   further   enabling   the   company  to  exercise  effective
"foot-in-the-door"  customer   acquisition   strategies.   As   the   number  of
"products"   grow   (comparing   to  the  current  4  products  packaging),  the
monthly  fees  per  "product",  per  user,  per  month  are expected to be lower
than  the  competition.

The  ASP  model

Short-term
The  ASP  (Application  Service  Provider)  model  is gaining momentum in the IT
market,  although  the  healthcare  market  is  slower in adopting it. InterCare
expects  different  variations  of  the  ASP  model to be requested by a limited
portion  of  its  customers,  ranging from remotely operating the system located
in  the  customer's  facilities,  all the way through full outsourcing using the
ASP  servers  farm  model. In order to being able to offer prospective customers
a  pure ASP model, InterCare needs to establish a relationship with at least one
ASP  (which  yet  needs  to be established). Any variation of ASP software
application  model does  not  mitigate  the  need  to  integrate  the  ICE(tm)
software  application  with  the existing  legacy  systems  operational  at  the
customer's  enterprise.

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<PAGE>
Mid-To-Long  Term

InterCare  expects a meaningful portion of its customers to contract for the ASP
model.  By  this time, InterCare and its strategic partners are expected to have
established  relationships  with  leading healthcare IT ASP providers. InterCare
further  expects  some  of  the  potential system integration partners to expand
their  offering  and start serving as ASPs. This is expected to ease the product
support  requirements  from  InterCare,  as  the same partner will aggregate the
expertise  necessary  for  both  one  time  and  on-going  support  services.

ICE(tm)    Virtual  Community  Solution  Vision  &  Scope

General  Overview

The ICE(tm)    enterprise  software application   in  its  generally  available
Version 1.0  will provide  a  wide  range of  capabilities/functionality in the
following areas:

Lifetime  Electronic  Medical  Record  Management
-   Acute  care
-   Ambulatory  care
-   Long  term  care
-   Home  care

Multi-disciplinary  care  standards
-   Protocols
-   Pathways
-   Care  plans

Quality  &  cost  management
-   Staffing
-   Cost
-   Case  management

Order  entry  &  Result  reporting
-   Lab
-   Radiology
-   Pharmacy
-   Nursing
-   Diet
-   Consultation
-   Transcription
-   Other

Personal  productivity
-   Personal  desktop
-   Cover  sheet
-   Automatic  document/form  generation
-   Automatic  encounter  codification

Groupware  productivity

-   Unit charting
-   Communication & messaging
Security  (HIPAA  compliant)
-   Security
-   Confidentiality
-   Compartmentalization

Enterprise  Knowledge  base  (multi-lingual)
-   Enterprise  lexicon
-   Containers
-   Legacy  normalization

Enterprise  data  warehouse
-   Demography/Administrative
-   ADT
-   Clinical e.g ECG, Temperature, Spirometry, Pulse-Oximetry etc.

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<PAGE>

-   Orders  &  Results
-   Multimedia Legacy  system  integration
-   Mini  MPI  (Master  Patient  Index)
-   Bi-directional  legacy  data  normalization

Although  InterCare  intends  to   continue  adding  capabilities  to  its  core
Enterprise  platform, the prime effort in the near term will be directed  toward
completing   its   transition   to   support  the  Internet  application  server
paradigm.  In addition,  InterCare  intends   to  put  both focus and efforts on
developing  the  complementary  "pieces"  of  the  ICE(tm)    Virtual  Community
Solution,  namely  the  provider   and    consumer   components  utilizing  thin
client  technology.

The  Enterprise  Software application
InterCare  is  now  utilizing  Microsoft  Visual  Basic  and  SQL  Server as the
Technology infrastructure for ICE(tm).

InterCare  is  also evaluating in parallel 3 additional options for implementing
the GUI  tier:
-   ActiveX/JavaScript  GUI  components  (for  the  enterprise's  Intranet
    implementation);
-   Terminal Server architecture;
-   JAVA  based  GUI.

Beyond the Internet transition and the "natural" expansion of clinically-focused
functionality,  InterCare  intends to place significant focus on the integration
of financial  /  administrative  topics  into  the  existing  ICE(tm)   software
application . These include:
-   Verification   of  patient   eligibility  &  health  plan  authorization  of
    procedures being  ordered  at  the  point-of-care;
-   Improved  point-of-care  alerts  (through  rules-based  mechanism);
-   Automatic  optimization  of encounter reimbursement codification (ambulatory
    care  &  acute  care);
-   Financial performance of a variety of aspects of the healthcare enterprise's
    operations.

These  and  additional  capabilities  are  based  on  off-the-shelf
technologies/services  commercially  available  from  third-party  vendors,  and
InterCare  intends to partner  with  a  variety  of  such  vendors and integrate
Their  products  into  ICE(tm). Such products includes Video-Conferencing, Voice
recognition,  Medical  transcription,  Embededed  Images  with  annotation
capabilities etc.

Anytime  &  Anywhere  Secure  Access  by  Authorized  Enterprise  Users

Browser-based,  thin  client software application , enabling care providers with
privileges within the  healthcare  enterprise  to access the enterprise CDR with
a sub-set of  the  functions  provided  by  the  ICE(tm)    enterprise  software
application .  These include:

-   Retrieving  and  reviewing  lifetime  patient  data
-   Reviewing  and  approving  new  results
-   Initiating  new  orders
-   Operating  the  personal  desktop  (administrative)

This  component  enables  care  providers to timely access the system, primarily
From home, friends  house or when they are on the road. It minimizes the need of
the care provider to physically arrive at the  enterprise facilities in order to
gain access to the system. InterCare intends to incorporate, beyond
password-based  entry,  biometric  voice-authentication  technologies  (such  as
from Nuance), to further improve  patient  file  access  security.

Secure  Access  by  Non-affiliated  Care  Providers

A  browser-based, thin client software application , enabling care providers not
affiliated with  the  healthcare  enterprise  access to a specific patient file.
The access to  the specific patient file is enabled through a patient-controlled
password, which  provides  for secure  access  into  the enterprises CDR to view
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<PAGE>

only the authorizing patient's lifetime medical records.  InterCare  intends  to
incorporate,  beyond   password-based   entry,   biometric  voice-authentication
technologies (such as  the  one  from  Nuance), to further  improve patient file
access security. using  this  component,  non affiliated  care  providers  (e.g.
with no access privileges within the healthcare enterprise) to use the following
functionality:

-     Retrieving  and  reviewing  lifetime  patient  data
-     Reviewing  new  results
-     Initiating  new  orders

This  component  provides  significant  benefit  to  the consumer/patient, as it
enables  care  providers  distant  from  his home/community to timely access his
lifetime  medical  records.  In  the  future,  InterCare  intends  to expand its
multi-lingual  patient  data  retrieval   support,  so  foreign  care  providers
(when  the  consumer/patient  is  abroad),  are  able  to retrieve the patient's
medical  record  in  their  own  language.

Health  Plan  Member  Anytime  &  Anywhere  Secure  Access

A  browser-based,   thin  client  software application ,  which  serves  as  the
"entry point" for  the  consumer/patient  in  his  relationship  with the health
plan/healthcare  enterprise.  This  component  will   be  comprised  of  5  main
modules: Electronic Medical Record: Within  this  module,  the  consumer/patient
will be  able  to  execute  the  following  functions:

-    Retrieve,   review  and  print  the  variety  of  segments  comprising  his
     lifetime  medical  records
-    Enter  problem-driven  information  prior  to  a  physician  appointment
-    Enter outcome progress data after an acute care / ambulatory care encounter
-    Enable  non-affiliated  physician(s) secure access to his personal lifetime
     medical records  Retrieve and view the log file of who accesses his medical
     records,  and  which  segments  of  it  Services  within  this  module, the
     consumer /patient  will  define service preferences, and gain access  to  a
     variety of healthcare  enterprise  services,  including:
-    Update  personal  &  address  details
-    Service  preference  definition:  lab, pharmacy, radiology, care providers,
     etc.
-    Encounter  scheduling  request  &  approval
-    Prescription  generation  &  routing  (to  preferred  pharmacy)
-    Forms  /  certification  generation
-    Communication  with  care  providers

Medical  Content

Within  this  module,  the  consumer  / patient will gain access to a variety of
accredited  medical  content resources. These should help the consumer / patient
become  more  knowledgeable,  encourage  self-treatment  of  minor problems, and
tighten  the  relationship  between  the  consumer  / patient and the healthcare
enterprise.

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


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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.

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 by the year 2000. 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.

Seasonality Of Revenue

As  a  result of the Company's limited operating history and the emerging nature
of  the  markets  in  which  it  competes,  the  Company is unable to accurately
forecast its revenues. The Company's current and future expense levels are based
largely  on its investment plans and estimates of future revenues are to a large
extent  fixed. Sales and operating results generally depend on the timing of and
ability to fulfill orders received, which are difficult to forecast. The Company
may  be  unable  to  adjust  spending  in  a timely manner to compensate for any
unexpected   revenue   shortfall.  Accordingly,  any  significant  shortfall  in
revenues  in  relation  to  the  Company's  planned  expenditures  would have an
immediate  adverse  effect  on  the  Company's  business,  prospects,  financial
condition and results of operations. Further, as a strategic response to changes
in  the  competitive  environment,  the  Company  may  from  time  to  time make
unavoidable  pricing, service, marketing and/or acquisition decisions that could
have material adverse effect on its business, prospects, financial condition and
results  of  operations.  For  example, the Company has agreed in certain of its
promotional  arrangements  with  Internet  aggregators to make significant fixed
payments.  There  can  be  no  assurance  that  these arrangements will generate
adequate  revenue  to  cover  the  associated  expenditures  and any significant
shortfall  would  have  a  material  adverse  effect  on the Company's financial
condition  and  results  of  operations.

The  Company  expects  to  experience  significant  fluctuations  in  its future
quarterly  operating  results  due  to  a  variety of factors, many of which are
outside  the  Company's control. Factors that may adversely affect the Company's
quarterly  operating  results  include:  (i)  the  Company's  ability  to retain
existing customers, attract new customers at a steady rate and maintain customer
                                         15
<PAGE>
satisfaction;  (ii)  the  Company's  ability  to  acquire  product,  to maintain
appropriate  inventory  levels  and  to manage fulfillment operations; (iii) the
Company's  ability  to  maintain  gross  margins in its existing business and in
future  product  lines  and  markets;  (iv)  the  development,  announcement  or
introduction  of  new  sites,  services  and  products  by  the  Company and its
competitors;  (v)  price competition or higher wholesale prices in the industry;
(vi)  the  level  of  use  of  the  Internet  and online services and increasing
consumer  acceptance  of the Internet and other online services for the purchase
of  consumer  products such as those offered by the Company; (vii) the Company's
ability  to  upgrade  and develop its systems and infrastructure and attract new
personnel  in  a timely and effective manner; (viii) the level of traffic on the
Company's  Web  site;  (ix)  technical difficulties, system downtime or Internet
brownouts; (x) the amount and timing of operating costs and capital expenditures
relating  to expansion of the Company's business, operations and infrastructure;
(xi)  the  number  of  popular  high  technology  products introduced during the
period;  (xii)  the  level  of  merchandise  returns experienced by the Company;
(xiii)  governmental  regulation  and  taxation  policies;  (xiv) disruptions in
service  by  common  carriers  due  to  strikes  or  otherwise; and (xv) general
economic  conditions  and  economic  conditions specific to the Internet, online
commerce  and  the  high  technology  products  industry.

The  Company  expects  that  it  will  experience  seasonality  in its business,
reflecting  a  combination  of  seasonal  fluctuations in new  software licenses
sale and traditional retail seasonality patterns. Internet usage and the rate of
Internet  growth   may   be   expected  to  decline  during the summer. Further,
sales in the traditional  retail  high  technology  industry  are significantly
higher in the fourth  calendar  quarter of each year than in the preceding three
quarters.

Employees

We  presently  have  five full time employees and seven  independent contractors
We also out-source some of the personnel requirements to Meridian Holdings, Inc.
Our affiliated company.

ITEM 2. DESCRIPTION OF PROPERTY

We are presently  occupying 1/5 of an office space leased by  Meridian Holdings,
Inc.,  our  parent  company,  at  900  Wilshire blvd., Suite 500-508 Los Angeles
California.  The  agreed cost attributable to us for  the use of the facility is
based  on  1/5  of  the  total  amount of  cost  to Meridian Holdings, Inc., for
operating the suites.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  was  submitted  to  a  vote  of  the  security holders, through the
Solicitation  of  proxies  or otherwise, during the twelve months ended December
31,  2001.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER

No  market  exists  for  the  Company's  Common  Stock  at  the present time. An
application  has  been  filed  by  our  Market  Makers to NASD, to begin trading
of  our  Common  Stock on the OTCBB. We plan  to  list  our  common stock on the
Bulletin  Board  Exchange(SM)  or BBX, a  listed  market place, with qualitative
listing standards but with no minimum share price, income, or asset requirements
therefore  allowing  entrance  to  a  wide array of listings. According to NASD,
companies trading on the BBX will be  differentiated from those over-the-counter
in  that  their market symbol will begin with a the letters "XB", and unlike the
current  OTCBB  issuers will be allowed to  choose their own three-letter market
symbol. In  addition  the  BBX  will have an electronic  trading system to allow
order negotiation and automatic execution. The current OTCBB will  be phased out
in 2003 according to NASD, and in its place will be the BBX.
                                         16
<PAGE>
DESCRIPTION  OF  SECURITIES

COMMON STOCK
We  are  authorized  to  issue  up to 100,000,000 shares of common stock, no par
value,  of  which  12,230,902 shares were issued and outstanding as of June
30,  2001.   All  outstanding   shares  of  our  common  stock  are  fully  paid
and  nonassessable   and  the  shares  of  our  common  stock  offered  by  this
prospectus   will  be,   upon   issuance,  fully  paid  and  nonassessable.  The
following  is  a  summary  of    the  material  rights  and  privileges  of  our
common  stock.

PREFERRED STOCK

We  authorized  20,000,000  shares  of  preferred  stock,  with  no  par value.
No shares of preferred  stock  have  been  issued.

VOTING.
Holders of our common stock are entitled to cast one vote for each share held at
all shareholder meetings for all purposes, including the election  of directors.
The  holders of more than 50% of the voting  power of  our common stock  issued
and outstanding and entitled to vote and present in person or by proxy, together
with any preferred stock issued and outstanding and entitled to vote and present
in person or by proxy, constitute a quorum at all meetings of our  shareholders.
The  vote  of the holders of a majority of our common stock present and entitled
to vote at a meeting, together with any  preferred  stock present  and  entitled
to vote  at a meeting, will  decide  any question  brought  before  the meeting,
except when  California law,  our  Articles  of  Incorporation,  or  our  bylaws
require  a  greater  vote  and  except when California  law  requires  a vote of
any preferred stock issued and  outstanding, voting  as  a  separate  class,  to
approve a matter brought before the meeting. Holders  of our common stock do not
have cumulative voting for the election of directors.

DIVIDENDS

Holders  of  our common stock are entitled to dividends when, as and if declared
by the Board of Directors out of funds available for  distribution. The  payment
of  any  dividends may be limited or prohibited by  loan agreement provisions or
priority  dividends  for  preferred  stock  that  may  be  outstanding.

On  December  10,  1999, as provided in Article IV of this Company's Articles of
Incorporation,   as  amended,   this  Company   has   one   hundred  million
(100,000,000)  shares  of common stock authorized and as of December 7, 1999, an
aggregate  of  one hundred thousand (100,000) shares of common stock were issued
and  outstanding.  The Board of Directors by way of a written consent declared a
stock  dividend  of  one  hundred (100) shares of common stock for every one (1)
share  of  common  stock  currently  issued  and  outstanding,  to be payable to
shareholders  of  record  as  of  December 30th, 1999.  Meridian Holdings, Inc.,
the 51%  owner  of  the  outstanding  shares  of  the  Company's  common  stock
declared a  dividend simultaneously  to  all its shareholders of record who owns
a share in  Meridian  Holdings,  Inc.,  to  receive  five  (5) shares of common
stock of InterCare.com-dx.

PREEMPTIVE RIGHTS.
The holders of our common stock have no preemptive rights  to subscribe  for any
additional shares of any class  of our capital stock or  for any issue of bonds,
notes or other securities convertible into any class  of our capital stock.

LIQUIDATION.
If we liquidate or dissolve, the holders of each outstanding share of our common
stock  will  be  entitled to share equally in our assets  legally available  for
distribution  to  our  shareholders after payment of all  liabilities and  after
distributions  to  holders  of  preferred  stock  legally  entitled  to  be paid
distributions  prior  to  the payment of distributions to  holders of our common
stock.

TRANSFER  AGENT.
Corporate  Stock  Transfer of Denver, Colorado will serve as our transfer agent.
Telephone  number  303-282-4800.

                                         17
<PAGE>
Recent Sales of Unregistered Securities

The following information is given with regard to unregistered securities sold
by the registrant during the past three years, including the dates and amounts
of  securities  sold;  the  persons  to  whom  we  sold  the  securities;  the
consideration  received  in  connection  with such sales and if the securities
were  issued  or  sold other than for cash, the description of the transaction
and the type and amount of consideration received.

<TABLE>
<CAPTION>
<BTB>
<S>     <C>         <C>           <C>               <C>
Date      Title        Amount of   Persons                Cash or Non cash consideration
                      Securities
                         Sold
06/20/00  Common Stock  5,100,000  Meridian Holdings, Inc. Non cash consideration for debt assumption valued at $0.1 per share  (1)
06/20/00  Common Stock  5,000,000  Anthony C. Dike         Non cash compensation for services valued at $0.002 per share (2)
06/20/00  Common Stock    900,000  MMG Investments, Inc.   Private placement for $8.33/share pre 1:100 stock-split or $75,000 (3)
02/22/01  Common Stock        500  Christopher Ajigbotafe  Non cash consideration for business consulting services
02/22/01  Common Stock        859  Monique Bates           Non cash compensation to employee
02/22/01  Common Stock      6,000  William Becker          Non cash compensation for business consulting services
02/22/01  Common Stock        100  Angelica Beredo         Non cash compensation for business consulting services
02/22/01  Common Stock        100  Alban Bullock           Non cash compensation for business consulting services
02/22/01  Common Stock     12,158  Alexandra Campos        Non cash compensation to employee
02/22/01  Common Stock      8,697  Elizabeth Campos        Non cash compensation to employee
02/22/01  Common Stock      4,517  Kevin R Caraballo       Non cash compensation to employee
02/22/01  Common Stock      1,049  Foday S. Conteh         Non cash compensation to employee
02/22/01  Common Stock      2,500  Mayer Davidson          Non cash compensation for business consulting services
02/22/01  Common Stock      1,936  Danute Debney-Shaw      Non cash compensation to employee
02/22/01  Common Stock      1,200  Abdoulaya Diop          Non cash compensation for business consulting services
02/22/01  Common Stock      3,000  Lonny Duboisblanc       Non cash compensation for business consulting services
02/22/01  Common Stock     30,900  Philip Falese           Non cash compensation to employee/director/officer
02/22/01  Common Stock      5,000  Madelene Franco         Non cash compensation for business consulting services
02/22/01  Common Stock      5,000  Crystal Henderson       Non cash compensation for business consulting services
02/22/01  Common Stock     12,697  Marlin Hines            Non cash compensation to employee
02/22/01  Common Stock    100,000  James Kyle 11           Non cash compensation for business consulting services
02/22/01  Common Stock     50,000  Neil Leibman            Non cash compensation for business consulting services
02/22/01  Common Stock    110,000  Russ A. Lyon            Non cash compensation to employee/director/officer
02/22/01  Common Stock      5,000  Charles Marcus          Non cash compensation for business consulting services
02/22/01  Common Stock      5,000  Roger Mullendore        Non cash compensation for business consulting services
02/22/01  Common Stock    100,000  Marcellina Offoha       Non cash compensation for business consulting services
02/22/01  Common Stock      2,259  Gloria Pena             Non cash compensation to employee
02/22/01  Common Stock      1,116  Michael Player          Non cash compensation to employee
02/22/01  Common Stock        500  Alaglasingam Rangarajan Non cash compensation for business consulting services
02/22/01  Common Stock        100  Ana Rodas               Non cash compensation for business consulting services
02/22/01  Common Stock        700  Joseph Rudison          Non cash compensation for business consulting services
02/22/01  Common Stock        333  Pamela Ruffin           Non cash compensation to employee
02/22/01  Common Stock      3,000  Raquel Sanchez          Non cash compensation for business consulting services
02/22/01  Common Stock        100  Ihsan Shamaan           Non cash compensation for business consulting services
02/22/01  Common Stock      5,000  Kurt Stauder            Non cash compensation for business consulting services
02/22/01  Common Stock    100,000  James Truher            Non cash compensation for business consulting services
02/22/01  Common Stock    100,000  Scott Welman            Non cash compensation for business consulting services
02/22/01  Common Stock      5,000  Edward Williams         Non cash compensation for business consulting services
02/22/01  Common Stock      5,000  Darnell Wyrick          Non cash compensation for business consulting services
02/22/01  Common Stock     22,241  William D. Youkstetter  Non cash compensation for business consulting services
02/22/01  Common Stock        100  Harding Young           Non cash compensation for business consulting services

<FN>
   (1) On September 10, 1999, Meridian Holdings assumed over $500,000 long  term debt
       of the Company, in exchange for  5,100,000  shares of Company's common  stock.
       On  December 30, 1999,  Meridian Holdings, Inc distributed 1,537,500 shares of
       Common stock of the registrant that it owns  to its shareholders as part of  a
       dividend distribution to celebrate the Millennium and currently owns 3,562,500
       shares of the Company's common stock. Directors and Officers of Meridian
       Holdings were excluded from the dividend distribution.

   (2) Anthony C. Dike is the founder and CEO of the Company since 1991, and has been
       compensated since inception of the Company by Common Stock and Stock  Options
       (Please see related party transactions section below).

   (3) We relied upon Section 4(2) of  the  Act  as  the basis for the exemption from
       the registration requirements of the Act and there was no  public solicitation
       involved. The shares of restricted common stock were sold to private investors
       who are  "accredited investors" as defined under Rule 501(a)(3) under the Act.
       MMG Investment, Inc., is 100% owned  by Anthony C. Dike, a director/officer of
       the Company. In 1991 MMG Investment made a capital contribution of $75,000  in
       exchange for 9,000 shares of the Company's common stock at $8.33 per share. In
       1999, the registrant has a 1:100 forward stock split.
</Table>


                                         18
<PAGE>


ITEM 6. 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.

RESULTS OF OPERATIONS

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

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

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

REVENUES.

Total  revenues  for  the year ended December 31, 2001 was $334,199  compared to
$1,562,450  in  the  year  ending December 31, 2000. The decrease in revenue was
mainly due to lack of sales of software licenses for three quarters of the year.
The  company  is  however  currently  developing the next generation of clinical
documentation,  practice  management and data acquisition software program, with
multi-tasking,  multi-lingual  and full multi-media implementation. This soon to
be  released  software  application, will replace  MedMaster product line, which
has  been  pulled  from  the  market by the applicant at the request of Meridian
Holdings,  Inc., our affiliated company, due to on going legal dispute regarding
the rights  to ownership  of  clear title between Lockheed Martin and the estate
of Sirius  Computerized  Technology  of  Israel.

The  Company  anticipate increase in revenue from the sale of software licenses,
as  well  as revenue generated  from  software  implementation  and  maintenance
services  commences  in  the  second  quarter  of  2002.

COST  OF  REVENUES.

Cost  of  revenues  decreased  from  $846,138  for  the year ending December 31,
2000  to $361,228 in the comparable period in 2001. This represent 57% decrease.
This  decrease  is  justified  as  a  direct  result   of   lack  of  sales  and
marketing associated with revenue generation  as  compared  to marketing efforts
for the MedMaster software product in  fiscal  2000.

SALES  AND  MARKETING.
Only  minimal  sales  and marketing has been done by the Company, since focusing
                                         19
<PAGE>
most  of  its resources at the moment in our Internet strategies,  and  software
enhancement,  testing  and debugging.  The  Company is budgeting  over  $250,000
for its  initial  roll-out of new products sales and marketing  campaign  during
the second quarter  of the year 2002.

PRODUCT  AND  CONTENT  DEVELOPMENT.

Software  products  and  Internet content development expenses is anticipated to
increase  significantly during the next coming year, due to website redesign and
other  Internet  initiative  launch costs, consisting primarily of personnel and
consulting  costs. The Company projects to spend over $1,250,000 during the next
12  months  to fund project and content development. This is contingent upon the
Company's  ability  to  raise  funds  from  investors. There can be no assurance
that the company will be able  to raise  such any funds from the investors. Even
if the funds were to be  available, the terms may be prohibitive and will dilute
the interest of the existing shareholders.

GENERAL  AND  ADMINISTRATIVE.

General  and administrative expenses increased 37% for the year ending December
31, 2001 to $623,210, compared  to  $453,554  in 2000. The increase in operating
expense is  due   to  the  additional  operating  costs  of  increased personnel
requirement,  consultant  fees,  as  well  as research  and  further development
of the new ICE(tm) software program  as  a  value  added  reseller.

Of the $632,210 spent in 2001, $100,000 was for salary paid to Mr. Russ Lyon our
President  and  Chief  Technology  Officer,  approximately $320,000 was spent on
staff  programmers working on the product development, $96,000 spent on share of
costs  with  affiliate  company, and  the  remaining  balance  was  for  general
corporate  purposes and product development

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

OPERATING  LOSS.

As  a  result  of  the  factors  described  above,  Company  expects  further
increases  in  operating  expenses  for  the  year  2002.  Efforts are been made
to  raise  more funds to  be  used in financing future operating costs. There is
no  guarantee  that  the Company  will be able to raise such additional funds to
finance  all  the  anticipated  operating  costs.

NET  INCOME.

The Company had a net loss of $648,422 or (0.053)  per  share for the year ended
December 31, 2001, compared to net income of $367,016 or $.033 per share for the
year  ended  December  31,  2000.  The  net loss was due mainly to lack of sales
of software licenses for approximately 9 months in fiscal 2001 while the Company
vigorously  pursue  development  of  new  software program.  Meanwhile operating
costs were  being  incurred  as  a  result  of  the  product  development.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  has  experienced  a  substantial  increase  in  expenditures since
entering  into  a  master-value added reseller agreement with Meridian Holdings,
Inc.,  as  well as the launch  of  our  Internet  strategy,  through  the growth
in  those  operations  and  related  staffing. Management anticipates that these
increased   expenditure   levels  will  continue  for  the  foreseeable  future.
Management   anticipates   incurring   additional   expenses   to  increase  our
marketing  and  sales  efforts,  for content development  and for technology and
infrastructure   development.  Additionally,  we   will   continue  to  evaluate
possible   investments   in   businesses,  products  and  technologies  and  the
expansion  of  our  marketing  and  sales  programs.

The  Company  uses  working  capital  to  finance  ongoing  operations, fund the
development  and  introduction  of our new business strategy and acquire capital
equipment.  There  is  no  guarantee  that  the  Company  will  be able to raise
                                         20
<PAGE>
additional  funds,  and  if  such funds becomes available, the cost incurred for
securing such funds may not be on favorable terms to the Company, and this could
have  an  adverse  impact  on  the  entire  operation.

PLAN OF OPERATIONS

Management  believes  the  Company   has  adequate  capital  resources  to  meet
anticipated  needs  for working capital and capital expenditures through the end
of  December  2001,  but  the Company needs to enhance  its capital resources in
order to provide it with sufficient cash to meet its current operating needs and
to  address  such  needs through  the  end of May 2002. If the Company is unable
to  enhance  its  capital  resources,  the  Company will be forced to reduce its
spending on capital expenditures and product  development  until  such financing
is obtained.

As  a  result  of the events of September 11,  2001, the Registrant has not been
able  to  go  on  road shows as part of its campaign efforts to raise additional
funds  from  the  last  SEC  approved  SB2  offering.

The  Company  intends  to  use part of the funds raised during this offering for
acquisitions of businesses or health information content to use in the Company's
website  or  other Internet  based product offerings. If adequate  funds are not
available  or  not  available on  acceptable terms, we may be unable to fund our
expansion,  successfully  promote  our brandname, take advantage of  acquisition
opportunities, develop or enhance services or respond to competitive  pressures,
any of which could have a material  adverse effect on our business,  financial
condition  and  results  of  operations.

The Company has entered into joint marketing agreement with United System, Inc.,
HealthCPR  Technologies, Inc., Digital  River  Corporation, China Business
Chain Group, LLC,  Telehealth LLC  and  Rx-Card,  Inc., to market the  Company's
software  product through various retail channels.

The Company intends to  release  the  next  generation  of  its software program
during  the second quarter of 2002, and completing all  the necessary testing of
the software product.

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

ITEM 7. FINANCIAL STATEMENTS

The  financial  statements  required  to  be  filed hereunder are included under
Item  13  Exhibit 99.1  of  this  report.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS  ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Board  of  Directors

Our  Board  of  Directors  consists  of  three  (3)  authorized  members.
The  terms  of  the  Board  of  Directors  is  staggered  over  a   three  year
period.

Executive  Officers

Our  officers  are elected  by  the  Board  of Directors and hold office at the
will  of  the  Board.

                                         21
<PAGE>
As of December 31, 2001, the directors, control persons and executive
Officers of the Company were as follows:
<TABLE>
<CAPTION>
Name                               Age   Title
<S>                                <C>    <C>
Anthony  C.  Dike,  MD              47    Chairman,  Director
                                          Chief  Executive  Officer,  Secretary
                                          Treasurer
Russell  Lyon,   MA                 54    President,  Director
                                          Chief  Technology  Officer,
Philip  Falese, MBA, JD, LLM(Tax)   45    Chief  Financial  officer,  Director
</TABLE>

Anthony  C.  Dike,  MD,  our  Chairman, Chief Executive Officer, Secretary and a
Director. Dr. Dike has been the Chairman  of  the Board, Chief Executive Officer
and President of the Company  since  January, 1991. Anthony C. Dike, a physician
by   training  and  an  entrepreneur  that  has  funded  and  developed  various
start-up  high  technology  businesses  from  inception  to fruition through his
private  Investment  Firm,  MMG  Investments  Inc.,  a  California  corporation.
He   is   the  founder  of  CGI Communications  Services,  Inc. He  also  is the
founder  of  the  registrant  formerly known as Intercare Diagnostics,  Inc.,  a
United  States  Food  and  Drug  Administration  (USFDA) registered  Bio-Medical
Software  Manufacturing  Company,  with  over  5  Multimedia  healthcare related
software  programs  in the market. He also pioneered the design and  development
of  the  Mirage  Systems  Biofeedback  Software  Program,  the  first
United  States  Food   and   Drug  Administration  approved  software  only  for
Biofeedback  and  Relaxation  Training.  He  is  also the founder of Capnet IPA,
Capnet  Gateway  On-line  Services, Meridian Medical Enterprises Corporation and
Meridian  Health  Systems,  Inc.  Anthony  C.  Dike, MD, is also a member of the
peer-review  standing  panel  for United States Department of Education National
Institute  for  Disability  and  Rehabilitation  Research.  He  has  served as a
consultant to United Nations Development  Project-Sustainable  Human Development
Program.  He has given several presentations  to various fortune  500  companies
including  Pacific  Bell,  AT&T  Easylink  Services, Apple Computer,  Smithkline
Laboratories  Clinical  Trial  Division, UHP  Health  Plan,  Mullikin  IPA,  and
Wellpoint  Healthcare  Network   Pharmacy  division,  about  the  use  of  the
Internet   as  a  facilitator  of  global  communications,  record  sharing  and
electronic-commerce   transaction   in   the   healthcare   industry  using  the
"Computer  Aided  Provider  Network"  or  "CAPNET"  module.
----------------------------------
He most recently pioneered the  design  and  development of  "The Mirage Systems
Internet  Based  Healthcare  Transaction  Module."

Russell  A.  Lyon,  MA,  our  President, Chief Technology Officer and a
Director,  will  devote  approximately  100% of his time to our affairs. Russell
Lyon  has  been  a  designer  and  developer  of  computer-based educational and
training  programs  for  nearly  two decades. He has served as both designer and
developer  on  major  training  projects  for  a  variety of corporate entities,
including TRW, Unocal, Union Bank and Southern California Edison. As the founder
and  principal  of  Kinetic  Media,  he  was a Level II Authorized Developer for
Macromedia   Director  and  has  been  a  featured  speaker  at  the  Macromedia
International  User  Conference on innovative uses of Director. He has developed
or  produced  over  a  dozen  separate commercial software titles, including The
Mirage  Systems  Interactive  Multimedia  Biofeedback  Interface  for  Intercare
Diagnostics.  He  holds a BA degree in Psychology from Cornell University and an
MA  degree  in  both  Educational  Psychology  and Instructional Technology form
California  State  University,  Long  Beach.

Philip  Falese,  MBA,  JD,  LLM  (Tax),  our  Chief  Financial  Officer   and  a
Director  received  his  MBA  from  University  of  Alabama,  JD  from  Northrop
University   School  of  Law,  Los  Angeles,  and  LLM(Tax)  from  Golden   Gate
University,  San  Francisco.  Mr.  Falese  had  been  working  as  a  consultant
to   various  clients  in  the  area  of  strategic  business  development,  tax
consultation,  asset  valuations,  and  financial  planning.  He also had worked
as  a  staff  accountant  for  Carter,  Turner  and  Company  (CPA  firm)  based
in  Los Angeles, California as well as an Auditor for the County of Los Angeles,
Department  of  Health  Services.

                                         22
<PAGE>
Indemnification

Our  Articles  of  Incorporation  provide  that  we shall indemnify, to the full
extent permitted by California law, any of our directors, officers, employees or
agents  who  are  made,  or  threatened  to  be made, a party to a proceeding by
reason  of  the  fact  that  he or she is or was one of our directors, officers,
employees  or  agents  against  judgments,  penalties,  fines,  settlements  and
reasonable expenses incurred by the person in connection with the proceeding  if
specified  standards  are met. Although indemnification for liabilities  arising
under  the  Securities  Act of 1933 may be permitted to our directors,  officers
and  controlling  persons under these provisions, we have been advised  that, in
the  opinion  of  the  SEC,  indemnification  for liabilities arising  under the
Securities  Act  of 1933 is against public policy as expressed in the Securities
Act  and  is,  therefore,  unenforceable.

ITEM 10.    EXECUTIVE COMPENSATION

Summary  Compensation  Table
The  following  table  provides  information  concerning the compensation of the
named  executive  officers  for  each  of  our  last nine completed fiscal year.
<TABLE>
<CAPTION>
            Annual  Compensation               Long  Term  Compensation
                                                       Awards      Securities
Name                                           Other   Restricted  Underlying
And                                            Annual  Stock       Options/
Principal                                      Compen-  Award  (s)   SARs  (#)
Position           Year   Salary ($) Bonus ($)  sation($)
(a)                (b)     (c)       (d)         (e)     (f)        (g)
<S>              <C>     <C>       <C>         <C>     <C>         <C>
Anthony  C  Dike   2001     $ 0                             0        250,000
Chairman, Chief
Chief Executive
Officer

Russell  A. Lyon   2001    $100,000                      110,000         0
President
Chief Technology
Officer  (1)

Philip  Falese     2001    $50,000                       39,090          0
Chief Financial
Officer  (2)
<FN>
Footnotes

(1)     Mr.  Russell  Lyon  started  working  for  the  Company in November 1999
initially  as  an  Independent  contractor,  and became full time employee as of
January  7th,  2000  (Please  see  note  3  of  the  financial  statement)

2)     Mr.  Philip  Falese  commenced  working  for  the  Company  effective
March  1st  2000.
</TABLE>

Meetings  And  Committees  of  The  Board  of  Directors

During the fiscal year ended December 31, 2001, the Company's Board of Directors
acted  four  times  by way of an unanimous written consent in lieu of a meeting.

OPTIONS/SAR  GRANTS IN LAST FISCAL YEAR

The  following table shows information regarding grants of stock options in this
last   completed  fiscal  year  to  executive  officers  named  in  the  summary
Compensation  Table  above.





                                         23
<PAGE>
<TABLE>
<CAPTION>
                              Individual  Grants

                    Number  of        %  of  Total
                    Securities       Options/SARs
                    Underlying       Granted  to      Exercise
                    Options/SARs     Employees        or  Base       Expiration
Name                Granted  (#)     in  Fiscal       Year  Price   ($/sh)  Date
(a)                   (b)             (c)            (d)           (e)
<S>                   <C>             <C>            <C>           <C>
Anthony  C.  Dike         250,000        100%            $5         12-31-2009
</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  tables  set forth information regarding the beneficial owners of
our  common  stock,  as  of  December 31, 2001, by the following individuals or
groups:
     Each  of  our  executive  officers;
     Each  of  our  directors;
     Each  person,  or  group  of  affiliated persons, whom we know beneficially
     owns  more  than  5%  of  our  outstanding  stock;  and
     All  of  our  directors  and  executive  officers  as  a  group.

Except  as otherwise noted, and, to the best of our knowledge, the persons named
in  this  table  have sole voting and investing power with respect to all of the
shares   of   common   stock   held  by  them. As  of  the  table  date  we  had
12,242,792  common  shares  outstanding.
<TABLE>
<CAPTION>
Name  and                        Amount  and  Percent   of  Class              of  Class
Address  of                      Nature  of   Before    After                  After
Beneficial                       Beneficial   the       the                    the
Owner                            Ownership    Offering  Offering (Maximum)     Offering (Minimum)
<S>                             <C>          <C>       <C>                   <C>
Anthony  C.  Dike (1)(2)          9,250,000       55.8%     42.9%                    55.8%
4127  West  62nd  Street
Los  Angeles,  CA  90043

Meridian  Holdings,  Inc.(2)(3)   5,100,000       30.8%     23.6%                    30.7%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

MMG  Investments,  Inc.(2)          900,000        5.4%      4.2%                     5.4%
4127  West  62nd  Street
Los  Angeles,  CA  90043

Russ Lyon                           210,000        1.2%      0.9%                     1.2%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Philip Falese                        39,090        0.24%     0.18%                    0.23%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Named  Officers  and               9,499,090      57.2%     43.98%                     57.23%
Directors  As  a  Group

<FN>
(1)     Officer  or  Directors' 9,499,090 shares of Common Stock listed includes the
        4,250,000 shares of Common Stock options granted as to Anthony C. Dike, and 110,000
        granted to Russ Lyon if they were all exercised.
(2)     Anthony  C.  Dike,  is  a  majority  shareholder.
(3)     Including their shareholders; excluding their directors, officers, and
        affiliates.
</TABLE>


                                         24
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In December 1991, the Board  of  Directors  authorized  the  issuance of 500,000
shares  common stock (adjusted for 100:1 stock split) to  Anthony  C. Dike,  our
Chairman for services rendered. Also in December 1991, the Chairman  was granted
options to  purchase additional 500,000 shares of our common stock (adjusted for
100:1 stock split), exercisable  until December 2001.

In December 1992, the Board  of  Directors  authorized  the  issuance of 500,000
shares  common stock (adjusted for 100:1 stock split) to  Anthony  C. Dike,  our
Chairman for services rendered. Also in December 1992, the Chairman  was granted
options to  purchase additional 500,000 shares of our common stock (adjusted for
100:1 stock split), exercisable  until December 2002.

In December 1993, the Board  of  Directors  authorized  the  issuance of 500,000
shares  common stock (adjusted for 100:1 stock split) to  Anthony  C. Dike,  our
Chairman for services rendered. Also in December 1993, the Chairman  was granted
options to  purchase additional 500,000 shares of our common stock (adjusted for
100:1 stock split), exercisable  until December 2003.

In December 1994, the Board  of  Directors  authorized  the  issuance of 500,000
shares  common stock (adjusted for 100:1 stock split) to  Anthony  C. Dike,  our
Chairman for services rendered. Also in December 1994, the Chairman  was granted
options to  purchase additional 500,000 shares of our common stock (adjusted for
100:1 stock split), exercisable  until December 2004.

In December 1995, the Board  of  Directors  authorized  the  issuance of 500,000
shares  common stock (adjusted for 100:1 stock split) to  Anthony  C. Dike,  our
Chairman for services rendered. Also in December 1995, the Chairman  was granted
options to  purchase additional 500,000 shares of our common stock (adjusted for
100:1 stock split), exercisable  until December 2005.

In December 1996, the Board  of  Directors  authorized  the  issuance of 500,000
shares  common stock (adjusted for 100:1 stock split) to  Anthony  C. Dike,  our
Chairman for services rendered. Also in December 1996, the Chairman  was granted
options to  purchase additional 500,000 shares of our common stock (adjusted for
100:1 stock split), exercisable  until December 2006.

In December 1997, the Board  of  Directors  authorized  the  issuance of 500,000
shares  common stock (adjusted for 100:1 stock split) to  Anthony  C. Dike,  our
Chairman for services rendered. Also in December 1997, the Chairman  was granted
options to  purchase additional 500,000 shares of our common stock (adjusted for
100:1 stock split), exercisable  until December 2007.

In December 1998, the Board  of  Directors  authorized  the  issuance of 500,000
shares  common stock (adjusted for 100:1 stock split) to  Anthony  C. Dike,  our
Chairman for services rendered. Also in December 1998, the Chairman  was granted
options to  purchase additional 500,000 shares of our common stock (adjusted for
100:1 stock split), exercisable  until December 2008.

In December 10, 1999, the Board of Directors authorized the issuance of
1,000,000 shares to  Anthony  C. Dike, our Chairman for  services  rendered.  No
options were granted during this period.

On March 14th, 2000, the board  of  directors and shareholders approved the 2000
Stock option plan. Anthony C. Dike, our Chairman was granted option to purchase
250,000 shares of Common Stock, as per the 2000 Incentive Stock Option Plan.

Also,  in  February  1991,  the  Board  of Directors  authorized the issuance of
900,000 shares  of  common stock  to  MMG  Investments,  Inc.,  in consideration
for an aggregate  of  $75,000 equity investment in the Company.

During  the  fiscal  year  ended  December 31, 1999 the company issued 5,100,000
shares  (adjusted  for  100:1  stock split)to an affiliated Company in  exchange
for  the  assumption  of  long  term  debt  in  the  amount of $504,932 and cash
contribution  of  $58,996,  in addition to  the sum of  $11,700 representing the
value  of  pre-paid  banner  advertisement  and  promotions  of  the registrants
product  on  Meridian  Holdings,  Inc.,  operated  websites.  The  fair value of
the  banner  advertisement is based  on a pricing schedule published by Meridian
                                         25
<PAGE>
Holdings,  Inc.  as  of  December  1999.
(See  Note  2  of  the  financial  statements)

Total  shares  issued  and  outstanding  was  100,000 as of December 7, 1999. On
December  10,  1999,  the Company's authorized capital stock was increased and a
1  to  100  forward stock split was effected by an amendment  of  Article  IV of
the  Company's  Articles  of  Incorporation  approved by the Board of Directors.
Pursuant  to  the stock split, the outstanding shares of the common stock of the
Company  was  increased  from  100,000  to  100,000,000  and  such  shares  were
distributed to all the  current  shareholders of InterCare.com-dx, Inc. pursuant
to  a  stock  dividend  distribution  approved  by  the  Board  of  Directors.

In  January  2000,  the  shareholders  of  Meridian  Holdings,  Inc,  the parent
Company,  approved  the  employment  of Mr. Russ Lyon as our President and Chief
Technology  Officer.

The  following  are  the significant terms of  compensation package given to Mr.
Russ Lyon, as the President and Chief Technology officer of InterCare.com-dx,
Inc.,by  Meridian  Holdings, Inc.,  as reported in the 1999 annual report of
Meridian Holdings,  Inc.,  filed  on 2/15/2000.

1.  Base  salary  is  $100,000  per  year  for  two  years

2.  Executive  shall  be  entitled  to earn a bonus with respect to each year of
the  Term  during  which  Executive  is employed under the Employment  Agreement
up  to  $25,000  (prorated  for  partial  years)  based  upon  certain  criteria
being  met,  and  at  the  discretion  of  the  board  of  directors.

As  an  additional  element  of  compensation  to Executive, in consideration of
the  services  to  be  rendered  hereunder,  the  PARENT  COMPANY  shall   grant
to Executive  options   to  purchase   500,000  restricted shares  of the PARENT
COMPANY'S  common  stock, 150,000 of which shall have an exercise price equal to
the  fair  market  value  of  such  stock  on the date hereof, and the remaining
350,000   options   which   represents   a  signing  bonus  of  200,000  shares,
and  the   first   year   option   of   150,000   restricted  shares  of  common
stock   shall   have   an   exercise   price   of  $0.50/share  being  the  fair
market  value of  Meridian  Holdings, Inc. common stock as of the  date of  such
grant.  The  terms  and  conditions  of  such  options  shall  be governed  by a
Stock  Option Agreement  between  the Company and Executive,  as  earlier  filed
in the  1999  proxy Statement of Meridian Holdings, Inc., incorporated herein by
reference.  As  of  this  report, Mr.  Lyon has  not exercised his  stock option
or  received  any  awards  of  his  grants.

Mr.  Russ  Lyon  waived  his  rights  to  exercise  said option during the first
quarter  of 2001, in lieu of 200,000 shares of the registrant at zero par value,
to  be  issued  upon  the  effectiveness  of  the  registrants  registration
statement.

The shares will be issued pro-rata to the two years of the employment agreement.
Also,  during  the  first  quarter  of  2001,  the  registrant issued a total of
1,230,902  common  shares  at  0.0  par  value  to  its  employees  and  various
entities  as  part  of  the  2000  incentive  stock  option plan and stock based
compensation  program.

Furthermore, during the year, Intercare.com-dx, Inc. (the company) sold software
licenses  to  CGI Communications (a related party).  Based on a prior agreement,
the  company  is  obligated  to pay 60% of such sales to Meridian Holdings, Inc.
(parent  company).  The  applicable  revenue  and  expense, and related accounts
receivable  and  payable  are included in the Income Statement and Balance Sheet
as  of  December  31,  2000.  Revenues  from  the  sale and the related accounts
receivable is  $1,382,450, and the licensing  expense (cost of product sold) and
the related accounts  payable  is  $829,470.

ITEM 13. EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  OF  FORM  8-K

ITEM     DESCRIPTION
Exhibit  99.1     Independent  Auditors  Financial Statement and Schedules, when
available

                                         26
<PAGE>


                                   SIGNATURES

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


InterCare.com-dx,  Inc.

Date:  March 27, 2002            Signature By:  /s/  Anthony  C.  Dike
                                               -----------------------------
                                                     Anthony  C.  Dike
                                      Chairman  and  Chief  Executive  officer






















































                                         27
<PAGE>





                             InterCare.com-dx, Inc.
                              Financial Statements
                        And Independent Auditor's Report
                              As of December 31, 2001

<TABLE>
<CAPTION>
                    Table  of  Contents


<S>                                                               <C>
                                                                   Page
Independent  Auditor's  Report . . . . . . . . . . . . . . . . . . .1
Audited  Financial  Statements:
Balance  Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Statements  of  Operations . . . . . . . . . . . . . . . . . . . . .3
Statements  of  Changes  in  Stockholders'  Equity . . . . . . . . .4
Statements  of  Cash  Flows . . . . . . . . . . . . . . . . . . . . 5
Notes  to  Financial  Statements . . . . . . . . . . . . . . . . . .6

</TABLE>










































                                         28
<PAGE>

INDEPENDENT  AUDITOR'S  REPORT

To  the  Board  of  Directors
InterCare.com-dx,  Inc.

I  have  audited the accompanying balance sheet of InterCare.com-dx, Inc., as of
December  31,  2001 and 2000 and the related statements of income, stockholders'
equity,  and cash flows for the year then ended. My responsibility is to express
an  opinion  on  these  financial  statements  based  on  my  audit.

I  have  conducted  my  audit  in  accordance  with  generally accepted auditing
standards.  Those  standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An  audit includes examining, on a test basis evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
I  believe  that  my  audit  provides  a  reasonable  basis  for  my  opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of  InterCare.com-dx, Inc., as of
December  31,  2001  and 2000 and the results of their operations and their cash
flows  for the year then ended, in conformity with generally-accepted accounting
principles.


ANDREW  M.  SMITH
CERTIFIED  PUBLIC  ACCOUNTANT
Long  Beach,  California
March  23,  2001








































                                         2
<PAGE>

                               InterCare.com-dx, Inc.

                        Balance Sheet As At December 31st



<TABLE>
<CAPTION>


                                                                    2001             2000
                                                                  =========         ========
<S>                                                             <C>               <C>
ASSETS

Current assets
    Cash . . . . . . . . . . . . . . . . . . . . . . . .       $     3,327      $     2,961
    Accounts Receivable.(Note 2) . . . . . . . . . . . . . . . . 1,386,350        1,390,185
    Less: Allowance for Doubtful Accounts . . . . . . . . . . .          -                -
                                                                 ---------        ---------
                                                                 1,386,350        1,390,185
                                                                 ---------        ---------
    Inventory. . . . . . . . . . . . . . . . . . . . . .            52,211           66,671
    Prepaid Expense  . . . . . . . . . . . . . . .                       -                -
                                                                 ---------        ---------
Total Current Assets . . . . . . . . . . . . . . . . . .         1,441,888        1,459,817

    Property, Plant, and Equipment
     Net of accumulated Depreciation (Note 1) . . . . . . . . . ..       -            9,645

    Other Assets
     Organizational Costs  . . . . . . . . . . . . . . .                 -                -
     Deferred Public Offering Cost (Note 5) . . . . . . . . . . .   65,332           13,000
                                                                 ---------          -------
Total Assets . . . . . . . . . . . . . . . . . . . . . .      $  1,507,210       $1,482,462
                                                                 =========          =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable  (Note 3) . . . . . . . . . . . . .      $  1,586,210        1,019,290
                                                                 ---------         --------
Total Current Liabilities. . . . . . . . . . . . . . . .      $  1,586,210        1,019,290

Long term liabilities   . . . . . . . . . . . . . . . .             46,800                -
                                                                 ---------         --------
Total Liabilities. . . . . . . . . . . . . . . . . . . .      $  1,633,010      $ 1,019,290
                                                                 =========          =======

Stockholders' equity

  Common stock (100,000,000 shares authorized,
  no par value, 12,242,792 shares issued and
  outstanding) (Note 2). . .  . . . . .  . . . . .  . . . . .      710,078          650,628

Accumulated Deficit. . . . . . . . . . . . . . . . . . .          (835,878)        (187,457)
                                                                  --------          --------
Total Equity                                                      (125,800)          463,171
                                                                  --------          --------
Total Liabilities & Equity . . . . . . . . . . . . . . .       $ 1,507,210       $ 1,482,462
                                                                 =========          ========
</TABLE>






See Accountants Report and Notes to Financial Statements
                                        3
<PAGE>
                               InterCare.com-dx, Inc.

                             Statement of Operations

                        Year  ended  on  as  of  December  31,
<TABLE>
<CAPTION>


                                            2001        2000
                                            =====       =====
<S>                                  <C>           <C>
Revenue                               $   334,199   $1,562,450
                                        ---------      -------
Less: Cost of Revenues                $  (361,228)    (846,138)
                                        ---------      -------
      Gross Margin                    $   (27,029)  $  716,312
                                        =========      =======
Operating Expense                         623,210      453,554
                                        ---------      -------
Other Income and Expense                    1,817      104,258
                                        ---------      -------
Net Income                            $  (648,422)  $  367,016
                                        =========      =======

Weighted average number of shares      11,621,396   11,000,000

Earnings (loss) per common share        $  (0.053)   $   0.033

</TABLE>






































See Accountants Report and Notes to Financial Statements
                                         4
<PAGE>

                               InterCare.com-dx, Inc

                             Statement of Cashflows
                         For the Year Ended  December 31

<TABLE>
<CAPTION>


                                                            2001               2000
                                                            ======             ======
<S>                                                        <C>                <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES

   Net  Income                                             $  (648,422)       $  367,016
   Adjustments to reconcile  net  income to net cash
   Provided by operating activities
   Depreciation Expense                                          9,070             2,664
   (Increase) Decrease in
              Accounts  receivable                               3,835        (1,390,185)
              Inventories                                       14,460            16,668
              Prepaid Expenses                                       -            11,700
              Accounts Payable                                 566,920         1,019,290
                                                            ----------          --------
NET  CASH  USED  IN  OPERATING  ACTIVITIES                     (54,137)           27,154
                                                            ==========         =========

CASH  FLOW  FROM  INVESTING  ACTIVITIES

     Disposal of Fixed Assets                                      575          (12,056)
     Deferred Offering Costs                                   (52,322)               -
                                                               --------          --------
NET  CASH  USED  IN  INVESTING  ACTIVITIES                     (51,747)         (12,056)
                                                               ========          ========

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
     Proceeds From Sale of Stock                                59,450                 -
     Repayment of debt                                               -           (13,000)
     Proceeds from long-term debt                               46,800                 -
                                                                -------           -------
NET  CASH  PROVIDED  BY  FINANCING  ACTIVITIES                 106,250           (13,000)
                                                                -------           -------

Increase (Decrease in cash)                                        366             2,098

CASH  AT  BEGINNING OF PERIOD                                    2,961               863
                                                               --------           -------
CASH  AT  END  OF  PERIOD                                      $ 3,327           $ 2,961
                                                               ========           =======

</TABLE>
















See Accountants Report and Notes to Financial Statements
                                         5
<PAGE>

                               InterCare.com-dx, Inc.


                  Statement of Changes in Stockholders' Equity


<TABLE>
<CAPTION>




                                                   Common Stock                     Accumulated         Total
Transaction and Date                                  Shares           Amount        Deficit           Equity
                                                   ============       =======       =========        =========
<S>                                              <C>                <C>             <C>              <C>
Balance as at December  31, 1998                    4,900,000      $   75,000      $  (440,049)    $  (365,049)
                                                  ------------       --------         --------         --------

Net Loss Year Ended 12/31/99                                                          (114,423)       (114,423)

Sold 51% to Meridian Holdings, Inc.(Note 2)         5,100,000         575,628                           575,628

Shares issued to A. C. Dike for services (Note 3)   1,000,000
                                                   -----------      --------         --------           --------
Balance as at December 31, 1999 . . . . . .        11,000,000         650,628        (554,472)           96,156
                                                   -----------      ---------        --------           --------

Net Income Year Ended 12/31/2000                                                      367,016           367,016
                                                   -----------      --------         --------           --------
Balance as at December 31, 2000 . . . . .       .  11,000,000   $     650,628    $   (187,456)       $  463,172
                                                   -----------      ----------        --------          -------


Net Income Year Ended 12/31/2001                                                     (648,422)         (648,422)

Shares issued to employees and
Consultants                                         1,230,902
Shares sold                                            11,890          59,450                            59,450
                                                    ----------        --------       ---------          --------
Bal December 31, 2001                              12,242,792    $    710,078    $   (835,878)       $ (125,800)
                                                   ===========       ==========      ==========        ==========

</TABLE>

























See Accountants Report and Notes to Financial Statements
                                         6
<PAGE>
                               InterCare.com-dx, Inc.
                        Notes to the Financial Statements for year ended
                                 December 31, 2001 and 2000

Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

On  June  30,  2000,  the Company signed a master value added reseller agreement
with  Meridian  Holdings,  Inc.,  the  parent  company,  to sell and support the
now  discontinued  MedMaster  suite of software technology. Significant terms of
this  agreement   are   that   Intercare  will   sell,  support,  implement  the
MedMaster  Suite  of  software programs,  in  exchange  for  40%  of  net  sales
proceeds,   and   60%   of   recurrent   revenue   from   software  support  and
implementation.

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

Estimates

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

Account Receivable

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

Inventory

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

Property and Equipment

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

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

Property and equipment consists  of  the  following as of December 31, 2001 and
2000:
<TABLE>
<CAPTION>
                                                  2001            2000
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,264      $68,770
Less:  Accumulated  Depreciation                   68,264       59,125
                                                 -------       -------
                                                  $    0        $9,645
                                                 ========      =======
</TABLE>
                                       7
<PAGE>


Advertising

The  company  has the  policy of expensing advertising costs as incurred. There
were  no  advertising  costs charged to expense for the year ended December 31,
2001.

Stock-based Compensation

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

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

Recognition of Revenues.

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

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

The  company provides software implementation and professional services for all
its  enterprise  software  sold   to  its   clients  on  a  contractual  basis.

Professional services are  billed  on either an hourly rate or flat rate basis,
and revenues recognized ratably over the  service  period,  or  upon completion
of related services.

Reimbursable  expenses incurred on  behalf  of  the  customer are billed to the
customer, and  credited  against  the  applicable  expense.

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

The  customer  has  the  option  to  purchase  a  maintenance contract from the
Company.  Revenues   from   maintenance  component  are  deferred  and  brought
recognized income ratably over the maintenance service period. Currently, there
are no  such contracts in existence. The Company's proposed maintenance charges
as based  on  vendor  specific  evidence  of fair value. During the fiscal year
ended December 31,  2001,  the company  sold software licenses in the amount of
$150,000  to  Tenet  Health  Systems,  Medical,  Inc.

Software Development Cost

Software development costs are charged to current operations

Fair  Value  of   Financial  Instruments  and  Concentration  of  Credit  Risk.

The  carrying amounts  of cash, receivables, prepaid banner advertisements fees
by Meridian  Holdings, Inc. (the parent company), accounts payables and accrued
liabilities approximates  fair  value  because  of  the immediate or short-term
maturity  of  these  financial  instruments.
                                         8
<PAGE>

Deferred  Costs   Related  To  Proposed  Public  Offering.

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

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

Income  Taxes

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

Basic and Diluted Net  Loss  Per  Common  Share.

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

For  purposes of  computing  the  weighted  average number of shares, all  stock
issued with  regards to the founding of the Company is  considered to be  "cheap
stock"  as  defined  in  SEC Staff  Accounting  Bulletin  4D  and  is  therefore
counted  as outstanding for  the  entire  period.

Common  equivalent shares, consisting of incremental common shares issuable upon
the  exercise  of  stock options and warrants are excluded from diluted earnings
per share  calculation  if  their  effect  is  anti-dilutive.

Recent Accounting Pronouncements

In  June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities"  which  was  amended by SFAS No. 137. The
Company  is  required  to  adopt  this  new standard in April 2001. SFAS No. 133
establishes  methods  of  accounting  for  derivative  financial instruments and
hedging  activities  related  to  those  instruments  as  well  as other hedging
activities.  Because  the  Company  currently  holds  no  derivative  financial
instruments  and  does  not  currently engage in hedging activities, adoption of
SFAS  No.  133 is expected to have no material impact on the Company's financial
condition  or  results  of  operations.
In  April  1998,  the  American Institute of Certified Public Accountants issued
Statement  of  Position  98-5, "Reporting on Costs of Start-up Activities" ("SOP
98-5"),  which  is effective for fiscal years beginning after December 15, 1998.
SOP  98-5  requires  that costs of start-up activities and organization costs be
expensed  as  incurred.  The  adoption of SOP 98-5 had no material effect on the
Company's  financial  position  or  results  of  operations.

The Company adopted SFAS No. 130, "Reporting Comprehensive Income." For year-end
financial  statements, SFAS No. 130 requires that comprehensive income, which is
the  total of net income and all other non-owner changes in equity, be displayed
in  a  financial  statement  with  the  same  prominence  as  other consolidated
financial statements. The Company displays the components of other comprehensive
income  in  the  accompanying  statements  of  stockholders'  equity  and
                                         9
<PAGE>
comprehensive  income  (loss).

The  Company  has  adopted  SFAS  No.  101,  "Revenue  Recognition."
This  rule stipulates that revenue be recognized when the purchase price for the
product  is  fixed  and  determined  between  the  seller and the buyer, and the
collectibility  is  reasonably  assured.  This  policy  will not have a material
impact  on  the  companies  financial  position  or  results  of  operation.

Note 2.  RELATED  PARTY  TRANSACTIONS

For  the  year  ended  December 31, 1999, Anthony  C. Dike was issued a total of
1,000,000  shares  of common stock for the year (adjusted for 100:1 Stock split)
at  $0.002  per  share,  as  a  form  of  payment  for  services rendered to the
registrant.

On  March  14th, 2000, the board of directors and shareholders approved the 2000
Stock  option  plan.  Anthony  C.  Dike,  was granted option to purchase 250,000
shares  of  Common  Stock,  as   per  the  2000  Incentive  Stock  Option  Plan.

During  the  fiscal  year  ended  December 31, 1999 the company issued 5,100,000
shares  (adjusted  for  100:1  stock  split)  to  Meridian  Holdings,  Inc.,  an
affiliated  Company  in  exchange  for  the  assumption of long term debt in the
amount  of  $504,932 and cash contribution of $58,996, in addition to the sum of
$11,700  representing  the value of pre-paid banner advertisement and promotions
of  the  registrants  product on Meridian Holdings, Inc., operated websites. The
fair  value of the banner advertisement is based on a pricing schedule published

by  Meridian  Holdings,  Inc.  as  of  December  1999.

In January 2000, the shareholders of Meridian Holdings, Inc, the parent Company,
approved  the   employment  of  Mr. Russ Lyon  as President and Chief Technology
Officer InterCare.com-Dx, Inc.

The  following  are  the  significant terms of compensation package given to Mr.
Russ  Lyon,  as  the President and Chief Technology officer of InterCare.com-dx,
Inc.,  by  Meridian  Holdings,  Inc.:

1.     Base  salary  is $100,000 per year for two years beginning January, 2000.
2.     Executive  shall be entitled to earn a bonus with respect to each year of
the Term during which Executive is employed under the Employment Agreement up to
$25,000  (prorated for partial years) based upon certain criteria being met, and
at  the  discretion  of  the  board  of  directors.
As  an  additional element of compensation to Executive, in consideration of the
services  to  be rendered hereunder, the PARENT COMPANY shall grant to Executive
options  to  purchase  500,000  restricted  shares  of  the  PARENT
COMPANY'S  common  stock, 150,000 of which shall have an exercise price equal to
the  fair  market  value  of  such  stock  on the date hereof, and the remaining
350,000  options  which  represents  a  signing bonus of 200,000 shares, and the
first  year  option  of  150,000 restricted shares of common stock shall have an
exercise  price of $0.50/share being the fair market value of Meridian Holdings,
Inc. common stock as of the date of such grant. The terms and conditions of such
options  shall  be  governed by a Stock Option Agreement between the Company and
Executive,  as  earlier  filed in the 1999 proxy Statement of Meridian Holdings,
Inc.,  incorporated  herein  by  reference.  As of this report, Mr. Lyon has not
exercised  his  stock  option  or  received  any  awards  of  grants.

Mr.  Russ  Lyon  waived  his rights  to  exercise  said  option during the first
quarter  of 2001,  in  lieu  of  200,000  shares  of  the registrant at zero par
value, to  be  issued  upon  the  effectiveness  of the registrants registration
statement. The shares will be issued pro-rata to the two years of the employment
agreement.

Also,  during  the  first  quarter  of  2001,  the  registrant issued a total of
1,230,902  common  shares  at  0.0  par  value  to  its  employees  and  various
entities  as  part  of  the  2000  incentive  stock  option plan and stock based
compensation  program.

During  the year, InterCare.com-dx, Inc. (the company) sold software licenses to
CGI Communications (a related party). Based on a prior agreement, the company is
                                         10
<PAGE>
obligated  to pay 60% of such sales to Meridian Holdings, Inc. (parent company).
The  applicable revenue and expense, and related accounts receivable and payable
are  included in the Income Statement and Balance Sheet as of December 31, 2000.
Revenues  from  the  sale and the related accounts receivable is $1,382,450, and
the licensing expense (cost of product sold) and the related accounts payable is
$829,470.

Note 3. STOCK-BASED COMPENSATION

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".  The  following  financial  statements   includes
1,000,000 shares of Common Stock (adjusted for 100:1 stock split) issued in 1999
to  Anthony  C.  Dike  as a  form  of payment for services. No additional  Stock
was granted for the period ended  December  31,  2000,  other than the option to
purchase  250,000  shares of Common  Stock  of  the  Registrant,  based  on  the
2000  stock  option  plan.

The value of the common stock of the registrant was not determinable at the time
of these issuance, and a value of $0.002 per share was used as the fair value of
services  rendered  during  the  period.

Because  the  amounts were considered immaterial, they were not reflected in the
accompanying  statements of Income and cashflows for the year ended December 31,
2000  or  1999.

Note  4.  MERIDIAN  HOLDINGS,  INC.,  ADVERTISEMENT  PROGRAM

Significant  terms  and  conditions  for  pre-paid  banner advertisement is that
Meridian Holdings, Inc., through its Capnet Gateway Online Services will offer a
25,000  advertisement  view  at  $225  per  week  to  InterCare.com-dx,Inc.  The
advertisement  banners will be prominently displayed at the top of each page the
term  of  the  agreement  is  for  one year, and renews automatically unless the
InterCare.com-dx,  Inc.,  defaults  in  payment  or  Meridian  at  its  own sole
discretion  decide  to  discontinue  the  said  advertisement  offering  for any
reason. As  of December 31, 1999 prepaid advertising was recognized as a current
asset.  The  entire amount ($11,700) was expensed during the year ended December
31,  2000.

NOTE  5.  LEGAL  FEES

The Company has agreed to pay its corporate attorney Mr. Scott Wellman Esq., who
is  also a  stockholder of the  Company,  $5,000  cash  for  his  legal services
relative  to  the  public  offering  upon  the  registration  statement  for the
public  offering    becoming  effective.

The  Company  has also agreed to pay Mr. Randolph Katz, Esq., of Bryan Cave LLP,
for his legal Services in connection with this offering as invoiced, which as of
this  writing  is  approximately  $42,234.

These  obligation  have  been  accrued  in  the  accompanying  balance   sheet
and   the  costs  are  included  in  deferred  public  offering  costs.

NOTE  6. Contracts and Agreements

PUBLIC  OFFERING  OF  COMMON  STOCK

On December 31, 1999, the Board of Directors authorized the Company to sell in a
public offering of 2,500,000 shares of common stock  pursuant  to  an  effective
registration  statement  on Form SB-2 filed under the  Securities  Act  of 1933.
Each  share  shall  have  a  purchase  price  of  $5.00.

On  March  23,  2001,  the number of shares offered to be sold to the public was
increased by the Registrant to 5,000,000 and the offering price was decreased to
$5  per  share.

Proceeds  from  the  public  offering  shall  be for working capital and general
corporate  purposes.

                                        11
<PAGE>
Reseller Agreement with CHINA BUSINESS CHAIN GROUP, LLC.

On  March  10,  2001, the Registrant signed an exclusive reseller agreement with
China  Business  Chain  Group,  LLC,  (CBCG)  to  market the MedMaster  Suite of
software  application  in  China.  Under  the  terms of the agreement, CBCG will
purchase  up  to  US $5 million in units of the Chinese version of the MedMaster
suite  in order to retain exclusive distribution rights to China. CBCG will work
as  an  integrator,  interfacing  with  other  third-party  Chinese  healthcare
applications.  For  this  purpose, InterCare has agreed to license the MedMaster
software  on  reasonable  and  cooperatively-priced  terms.  As  a result of the
multi-language  functionality of the MedMaster   software, InterCare anticipates
that  it  will be relatively simple to make a Chinese version available to CBCG.

Software Developers Agreement with QRS Diagnostics, LLC.

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

Amended  SB-2  Filing

On  September  5,  2001,  the  registrant  amended  SB-2 file with United States
Securities  and  Exchange  Commission was declared effective. In this amendment,
the  registrant  updated its' business plan as well as the financial statements.
Details  of  this  amendment  can  be  found  in  SEC  Edgar  website.

Note 7. Subsequent Events.

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

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
























                                        11
<PAGE>