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,  2004

       (   )     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  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,  2004,  InterCare  DX,  Inc.,  Registrant  had  15,713,902
shares  of  its  zero  par  value  common  stock  outstanding.















                                        Page 1 of 26 sequentially numbered pages
                                                                     Form 10-KSB
                       Annual Report For The Fiscal Year Ended December 31, 2004


                                TABLE  OF  CONTENTS

                                                                    Page  Number
                                    PART  I

Item  1.  Description  of  Business. . . . . . . . . . . . . . . . . . . . .  3

Item  2.  Description  of  Property . . . . . . . . . . . . . . . . . . . .   9

Item  3.  Legal  Proceedings  . . . . . . . . . . . . . . . . . . . . . . .   9

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders  Our  . 9

                                  PART  II

Item  5.  Market  for  Common  Equity  and  Related  Stockholder  matters.    9

Item  6.  Management's  Discussion  and  Analysis . . . . . . . . . . . . .  11

Item  7.  Financial  Statements . . . . . . . . . . . . . . . . . . . . . .  11

Item  8.  Changes  In  an  Disagreements  With Accountants on Accounting and 14
          Financial  Disclosure

                                  PART  III

Item  9.   Directors, Executive  Officers,  Promoters and  Control  Persons. 14

Item  10.  Executive  Compensation  . . . . . . . . . . . . . . . . . . . . .18

Item  11.  Security  Ownership  of  Certain Beneficial Owners and Management 19

Item  12.  Certain  Relationships  and  Related  Transaction  . . . . . . . .20

Item  13.  Exhibits  and  Reports  on  Form  8-k  . . . . . . . . . . . . . .20


































                                         2
<PAGE>

PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

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

Our  Products  and  Services

InterCare Clinical Explorer (ICE ), is the latest product developed by InterCare
DX,  Inc.,  an  innovative  enterprise  level clinical documentation application
designed  to integrate virtually all aspects of the health care enterprise, both
inpatient  and  outpatient.  ICE(tm)'s  extensive,  scalable  system flexibility
allows  its  adaptation  to  clinical  workflow,  operating  independently  in
centralized  and  decentralized facilities. The program features intuitive order
entry,  "tapering"  orders,  a  clinical  knowledge base, digital video enhanced
patient  education,  real-time  electro-physiological  data capture and display,
voice  command  and  recognition, a digital dictation module, and numerous other
capabilities  to complement and document the diagnostic and treatment processes,
including  unlimited free-text notes. We have signed partnership and/or reseller
agreements  in  place  to  utilize,  or  have plans to incorporate the following
third-party  products  and/or  technology  into  ICE  :

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

Medical  knowledge  base  /  lexicon

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

When  a  significant  number  of  patient encounters are recorded using the same
clinical  vocabulary,  the  value  of  the  resulting  clinical  information  is
profound.  Use  of this data will facilitate unprecedented and rapid improvement
in  the consistency and quality of care delivery for an individual patient. This
capability  will  be  facilitated  by the ability to accurately and consistently
measure  and  improve patient outcomes in response to care rendered while at the
same  time  reducing  the  cost.  ICE(tm)  clinical  documentation  provides the
necessary  granularity  and  consistency  in  the  recording  of  patient health
observations  required  for  this  process  to  work.
                                         3
<PAGE>

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

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

Industry  Trend

On  July  1, 2003 Department of Health & Human Services Secretary Tommy Thompson
announced  at  the  National  Healthcare  Informatics  Infrastructure meeting in
Washington, DC, that, under a contract signed by the College of Pathologists and
the  National  Library of Medicine, SNOMED will now be available at no charge to
those  within  the  United  States.

On  December  10,  2003,  in  Great Britain, the British National Health Service
(NHS)  announced  that is awarded contracts to various health information system
vendors  to  facilitate  the  design and implementation of a bold plan that will
ensure  that  patients  will  have  their  own individual electronic health care
record  in  the  NHS  by  2010.  Electronic  files will ensure that all relevant
information on patients will be accessible anywhere in the NHS when treatment is
being  given.  Health  professionals will have fast access to the patient's full
medical  history,  significantly reducing the risk of mistakes. To date, the NHS
has  awarded  the  following  contracts:
<Table>
<Caption>
      Recent Contracts Awarded for Electronic Health Records in UK
<S>                 <C>                                              <C>
Company               Contract                                       Amount (British)
                                                                              Pounds
British Telecom          A 10-year contract set up and run the Care       620,000,000
                         Records Service which will link more than
                         30,000 GPs and 270 acute, community and
                         mental health trusts into a single, secure
                         national system
British Telecom          10-year contract as local service provider      996,000,000
                         to link the London area NHS trust to the
                         national system
Accenture                10-year contract as local service provider     1933,000,000
                         to link the North East and Eastern regions
                         NHS trusts to the national system.
Computer Sciences Corp. 10-year contract as local service provider       973,000,000
                         to link the North West and West Midlands
                        regions NHS trusts to the national system.
</Table>

The  US  Initiative

According  to  an  October  2003  report  on entitled, "Information Technology -
Benefits  Realized  for  Selected  Healthcare  Functions,"  the  United  States
Government Accounting Office reported 13 examples of cost savings resulting from
the  use  of IT, including reduction of costs associated with medication errors,
communication  and documentation of clinical care and test results, staffing and
paper  storage,  and processing of information. Other benefits included improved
quality of care, more accurate and complete medical documentation, more accurate
capture  of  codes and charges, and improved communications among providers that
enabled  them  to  respond  more  quickly to patients' needs. They also reported
examples  of  reduced  costs  and  other benefits resulting from improvements in
electronic  claims  processing  and  the  use  of technology to enhance customer
service.  Benefits included increased staff productivity, improved timeliness in
processing claims, improved customer satisfaction, and improved clinical care to
members.

The Bush Administration's health care agenda has outlined a comprehensive vision
                                         4
<PAGE>
for  helping all Americans benefit from the potential of American health care in
the  21st century. The President's health care agenda is designed to improve the
accessibility,  affordability  and  accountability  of  health  care  for  every
American  --  and  to  make sure that American health care keeps getting better.

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

OUR  COMPETITION

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

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

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

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

OUR  COMPETITIVE  ADVANTAGE


    -  OUR  KNOWLEDGEABLE  AND  GROWING  SALES  FORCE  AND  TECHNICAL  STAFF.

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

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

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

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

    -  AUTOMATION  AND  ADVANCED  TELECOMMUNICATIONS  TECHNOLOGY.
      Our Network  Management  tools are automated which leads to less downtime,
      and  lower  labor costs.  We  use  the latest equipment, work closely with
      strategic partners  that are forerunners in  their  fields,  and  are  not
      hampered  by  existing  legacy  infrastructures.
                                         5
<PAGE>

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

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

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

OUR  BUSINES  STRATEGY

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

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

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

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

       -  The provision of web-site design & development services, including the
          production and/or acquisition and conversion of interactive multimedia
          content,  for all of the above areas and for the other subsidiaries of
          Meridian  Holdings,  Inc.,  our  parent  company.

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

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

InterCare  strengths  when  operating  in  the  US  market  are:

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

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

-       ICE(tm)    architecture  supportive  of  concurrent  multi-lingual users
                                         6
<PAGE>
-       ICE(tm)    architecture   supportive   of   remote   administration  and
        maintenance

-       InterCare  control  over  competitive  product  packaging   and  pricing
        strategies

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

-       InterCare  competitive  lower  cost  of  enterprise  product development

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

-       Compliance  with  HIPAA  through  customer  controlled security business
        rules.

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

Risk  Factors

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

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

The  health care industry is also subject  to changing  political, economic, and
regulatory  influences.  These  factors  affect  the  purchasing  practices  and
operations  of  health  care  organizations.  Changes  in  current  health  care
financing  and  reimbursement  systems  could  cause  us  to  make  unplanned
enhancements  of  applications or services, or result in delays or cancellations
of  orders, or in the revocation of endorsement of our applications and services
by  health  care  participants. Federal and state legislatures have periodically
considered  programs  to reform or amend the U.S. health care system at both the
federal  and state level. Such programs may increase governmental involvement in
health  care,  lower reimbursement rates, or otherwise change the environment in
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,
                                         7
<PAGE>
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
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.
an  affiliated  company.
                                         8
<PAGE>

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,  2004.

PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTER

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

The  following  information  with  respect to the high and low bid  price of our
shares  was  obtained from the National Quotation Bureau.

<TABLE>
<CAPTION>
<BTB>
<S>                              <C>                   <C>
                                    High                  Low
Calendar 2004
Quarter ended March 31              0.10                  0.10
Quarter ended June  30              0.07                  0.07
Quarter ended September 30          0.06                  0.06
Year ended December 31, 2004        0.20                  0.20

</TABLE>

<TABLE>
<CAPTION>
<BTB>
<S>                              <C>                   <C>
                                    High                  Low
Calendar 2003
Quarter ended March 31              0.07                 0.07
Quarter ended June  30              0 10                 0.10
Quarter ended September 30          0.15                 0.15
Year ended December 31, 2003        0.08                 0.08

</TABLE>

At  December 31, 2004, the company had approximately 451 shareholders of record
for  its  common stock.  Our  preferred  shares  have never been offered to the
public, therefore  have  never  been  publicly  traded.


DESCRIPTION  OF  SECURITIES

COMMON  STOCK

We  are  authorized  to  issue  up to 100,000,000 shares of common stock, no par
                                         9
<PAGE>
value,  of  which  15,713,902  shares were issued and outstanding as of December
31,  2004.   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 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.

Recent  Sales  of  Unregistered  Securities

The following information  is  given with regard to unregistered securities sold
by the registrant during the past year, including the dates and amounts of
                                         10
<PAGE>
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>

<S>
     <C>         <C>           <C>               <C>
Date      Title        Amount of      Persons              Cash or Non cash consideration
                      Securities
                         Sold
12/31/04  Common Stock 1,000,000  Anthony C. Dike  incentive stock option exercise
                                                    valued at $0.002 per share (2)

<FN>

   (1)  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).

   (2)  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.
</TABLE>


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.
                                         11
<PAGE>

REVENUES.

The company generated no revenues from operations as of December 31, 2004 and
2003 respectively.

The  Company  anticipate increase in revenue from the sale of software licenses,
implementation  and  maintenance services  starting  in  the  second  quarter of
2005, of  which  negotiations  are in progress with potential  customers who are
interested in purchasing software  licenses  as well as implementation services.
In addition  the  Company  is  in  a  process of launching a new medical testing
service  within  the  greater  Los Angeles County area in second quarter of 2005
which will enhance the revenue stream of the Company.

COST  OF  REVENUES.

There  was  no  cost  of  revenue  incurred  during  2004  and  2003  year  end
respectively.

SALES  AND  MARKETING.

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

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.

GENERAL  AND  ADMINISTRATIVE.

General  and  administrative  expenses  decreased  for  the year ending December
31, 2004 to $215,418 compared to $301,818  in  2003.  The  decrease  in  expense
during  the  period  ended 2004, was due business restructing and lay-off of
some personnel.

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  2005. Efforts are being 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  net loss of $215,418 or (0.02  per  share) for the year ended
December 31, 2004 as compared to net loss  of $301,950 or 0.02 per share for the
year ended December  31, 2003.

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
                                         12
<PAGE>
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
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

On  January  16,  2004, the registrant issued a press release announcing that it
will exhibit  ICE  software  at  the  HIMSS  Conference  on February 22-26 at
Orlando Florida and  at "The Annual Shareholder Meeting on March 6, 2004,
Los Angeles California

On  March 6 2004, the registrant held its 2004 annual shareholder meeting during
Which  the  following  individuals  were  elected  to  serve as directors of the
company  until  the  next  annual  meeting  or  their successors are elected and
qualified:
1.    Jude  Uwaezoke
2.    Randall  Maxey,  MD
3.    Russ  Lyon
4.    Wesley  Bradford,  MD

Additionally,  shareholders  ratified the reappointment of Andrew Smith, CPA, as
the  independent  auditor  for  the  fiscal  year  ending  December 31, 2003 and
reapproved  the  Company's  2001  Joint Incentive and Non-Qualified Stock Option
Plan  for  fiscal  year  2004.

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.

The company has continued to redefine itself as a leader in  the area of Medical
Informatics, Telemedicne and Telehealh. The Company participated  in the several
Trade  shows  and  industry  presentations  such  as the HIMSS, Primed in United
States.

Anthony  C.  Dike,  M.D,  FACP  was  also  invited  as  a  guest   at  the third
International Gulf Congress in Obstetrics and  Gynaecology  held in Jeddah Saudi
Arabia from April 05-08 of 2004. At  this  conference, the company presented the
ICE(tm) software technology to the participants.

The Company is also actively involved in  various E-health Initiatives in United
States  and  abroad,  which  the company  believes will provide more exposure to
the products and Services of the Company.

Recent Events

At the Annual share holder meeting which was held at Los  Angeles  California on
Saturday,  March  5,  2005, the following individuals  were  elected to serve as
directors of the company until the next annual meeting: Jude  Uwaezoke, Karunyan
Arulanantham,  Donald  Stanford,  and  Wesley  Bradford.

Additionally, shareholders ratified the reappointment of Madsen Associates CPAs,
as  the  independent  auditor  for  the fiscal year ending December 31, 2004 and
reapproved  the  Company's  2001  Joint Incentive and Non-Qualified Stock Option
Plan  for  fiscal  year  2005.

On  March  15,  2005,  the  registrant issued a press release announcing a joint
Product marketing agreement with Excel Medical Inc.

On  March  17,  2005,  the  registrant  announced  that it has signed a software
licensing  agreement  with  Saudi  German  Hospital  Group  (SGHG).

The  company  also  appointed  Mahroof Haj Mohideen as senior vice president for
Europe  and  the Gulf Region. Mohideen is currently Supervisor of the Centre for
                                         13
<PAGE>
Information  and  Communications  Sciences  in  Healthcare at King Fahd Hospital
Jeddah.  He  is also a consultant obstetrician, gynecologist and perinatologist.
Mohideen  is  also  a  consultant  in  knowledge  management  and  technology in
medicine.  He  works  as  honorary  associate  professor  at  the  Department of
Obstetrics  and  Gynecology and a consultant in e-learning and medical knowledge
management  at  Umm  Al  Qura  University.

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

None

ITEM 8a. CONTROLS AND PROCEDURES

Within 90  days  prior  to  the date of this report, the Company carried out an
evaluation,  under  the supervision and with the participation of the Company's
management,  including  the Company's President and Chief Executive Officer and
the  Company's  Principal Financial Officer, of the effectiveness of the design
and operation  of  the Company's disclosure controls and procedures pursuant to
Exchange  Act  Rule  13a-14. Based upon the evaluation, they concluded that the
Company's  disclosure  controls and procedures are effective in timely alerting
them  to   material   information   relating  to  the  Company  (including  its
consolidated subsidiaries)  required  to be included in this report. There have
been  no  significant  changes  in  the Company's internal controls or in other
factors that could significantly  affect  internal  controls  subsequent to the
date of the evaluation.

PART  III

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

Board  of  Directors

The  business  of  the  Company is managed under the direction of the Board. The
Board  presently  consists of five directors, three of which are outside members
and  two  are  officers  of  the  Company.  The  Board  members will serve until
their  successors  are  elected  at the 2003 Annual Meeting, unless they earlier
resign  or  are  removed  as  provided  in  the  Bylaws.

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.

As  of December 31, 2004, directors, control persons, and  executive Officers of
the  Company  were  as  follows:

<TABLE>

<CAPTION>

Name                               Age   Title

<S>                                <C>    <C>
Anthony  C.  Dike,  MD               50    Chairman,  Director
                                           Chief  Executive  Officer,  Secretary
                                           Treasurer
Jude  Uwaezuoke                      60    Director

Donald Stanford                      62    Director

Randall  Maxey                       63    Director

Wesley  Bradford                     64    Director
</Table>
                                         14
<PAGE>

Anthony C. Dike, MD

Anthony  C.  Dike, MD,  our  Chairman,  Chief Executive Officer, Secretary and a
director.  Dr.  Dike  has  been the Chairman  of the Board, CEO and President of
the  Company   since   August,  1999. 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,
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  most  recently  pioneered  the   design   and
development   of  "InterCare  Clinical  Explorer  (ICE)",  a  scalable  software
application  specifically  designed  to effect cost-effective integration of all
aspects  of  the  healthcare   enterprise  through   documentation,  information
tracking   and  error  reduction   that  supports  patient  safety  and  greater
efficiency  among  healthcare  providers.

Wesley G. Bradford, MD, MPH

Dr. Bradford,  a  graduate  of New  York  University School of Medicine is
Medical Director  of  Capnet  IPA  (Los Angeles). Since  1982, has served on the
Clinical faculty in family  medicine at  Harbor-UCLA  Medical Center since 1982.
He is co-author of a pharmaceutical proposal that helps  the  center  save  over
$1 million annually. In  conjunction  with  his humanitarian work as a member of
the Rotarian Polio-Corrective Surgery Team for Crippled Children,  he has worked
toward  bettering  the  lives  of crippled children in both Uganda and India. In
1987  he  co-founded  a  medical  group  in Torrance, Calif. Bradford, who has a
Masters  Degree  in  public  health  from  UCLA  and  an MBA from Cal State Long
Beach, is  a  Fellow  of  the  American Academy of Family Physicians since 1980.
He  has  a  special  academic  interest  in  electronic  medical  record systems
has  served  as  a  consultant  to  the  state, county and municipal governments
in the  areas  of electronic death registration system development, primary care
case management, and health care access. Dr. Bradford has not  held any position
in  a  reporting  public  company  during  the  last  five  years.


Randall Maxey, MD, PhD

      Dr. Maxey, a physician specializing in renal medicine, is chairman  of the
National Medical Association Board of Trustees.  Licensed to  practice  medicine
in California and Guam, Maxey is affiliated with a number  of  hospitals  in the
Los  Angeles  area,  including  the  Daniel  Freeman  Hospitals,  Robert
F.  Kennedy  Medical  Center  and  Cedars  Sinai Medical Centers. In addition to
serving  as  an  attending  physician  at  the Guam Memorial Hospital (Tumuning,
Guam), he is the supervising  medical  director  of  the  Los  Angeles  Dialysis
Center  and  the  Premiere  Pacific  Dialysis  Center  (Dededo,  Guam).  A
Published  lecturer   and  award-winning  presenter,  Maxey  received  a  BS  in
pharmacy from the  University  of  Cincinnati,  a  PhD  in  cardiovascular
pharmacology  and MD from  Howard  University.  He  is  founder  and   president
of the Church  Health Network  and  serves  on  the  boards  of  various  health
organizations,   including  the  Guam  Renal  Care  Corporation,  of which he is
chairman. Dr. Maxey has not held  any  position  in  a  reporting public company
during the last five years.

Jude Uwaezoke, MBA

      Jude Uwaezuoke,  who  has  over  15  years  of  administrative,  marketing
                                         15
<PAGE>
and  financial  management  experience,  is  president  of  Speedy-Care  Medical
Distributors  a privately  held  durable medical equipment  retailer.  Currently
in  his  third  year   of   study  at  West  Los  Angeles University Law School,
Uwaezuoke  received   a   BS  from  California  State University  Dominguez
Hills  and  an  MBA  from  West  Coast  University.

With the exception of Anthony C. Dike, MD,  Chairman  &  CEO, none  of the other
directors   are,   or  have  been  employed  by  the Company.

There are  no family relationships between any directors  or executive officers.

Meetings  And  Committees  of  The  Board  of  Directors

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

FUNCTIONS  OF  COMMITTEES

AUDIT  AND  ETHICS  COMMITTEE:

       -  Has  general  powers  relating  to  accounting disclosure and auditing
         matters;
       -  Recommends  the  selection  and  monitors  the  independence  of  our
         independent  auditors;
       -  Reviews  the  scope  and  timing  of  the  independent auditors' work;
       -  Reviews the financial accounting and reporting policies and principles
          appropriate  for  the  Corporation,  and  recommendations  to  improve
         existing  practices;
       -  Reviews  the  financial statements to be included in the Corporation's
         Annual  Report  on  Form  10-KSB
       -  Reviews  accounting  and  financial  reporting  issues,  including the
         adequacy  of  disclosures;
       -  Monitors  compliance with the Code of Ethics and Standards of Conduct;
       -  Reviews and resolves all matters presented to it by our Ethics office;
       -  Reviews  and monitors the adequacy of our policies and procedures, and
         the  organizational  structure  for  ensuring  general  compliance with
         environmental,  health  and  safety  laws  and  regulations;
       -  Reviews  with  the  General  Counsel  the  status  of  pending claims,
         litigation  and  other  legal  matters;
       -  Meets  separately  and independently with the Chief Financial officer,
         Internal
         Audit  and  our  independent  auditors.

It  is  composed  of  Messrs.  Uwaezuoke,  Bradford,  and  Maxey

EXECUTIVE  COMMITTEE:

         The  Executive  Committee  may  exercise  the  power  of  the  Board of
Directors  in  the management of  the business and affairs of the Corporation at
any  time  when  the  Board  of  Directors  is  not  in  session.  The Executive
Committee  shall,  however, be subject to the specific direction of the Board of
Directors  and  all actions must be by unanimous vote. It is composed of Messrs.
Dike,  Lyon,  and  Miller.

Meetings  of  the  Board  of  Directors

During  the  fiscal  year  ended  December  31,  2004,  the  Company's  Board of
Directors  acted  Four  times  by  a  unanimous  written  consent  in  lieu of a
meeting.  Each  member  of  the Board participated in each action of  the Board.

AUDIT  AND  ETHICS  COMMITTEE  REPORT

Management  has  the primary responsibility for the  financial reporting process
and  the  audited  consolidated  financial  statements, including the systems of
internal controls. The  Corporation's independent auditor, Mr. Andrew Smith CPA,
is  responsible  for  expressing  an  opinion   on  the  quality and  conformity
of  consolidated  financial  statements  with  accounting  principles  generally
accepted  in  the  United  States. In our  capacity as members of the audit  and
Ethics  Committee  and  on  behalf  of  the  Board of Directors,  we oversee the
Corporation's  financial  reporting process and monitor compliance with its Code
                                         16
<PAGE>
of  Ethics  and Business Conduct. The Audit  Committee has not adopted a written
charter,  which has been approved by the Board of Directors

The  members  of  the  Audit and  Ethics Committee are independent as defined by
the  listing  standards of the National  Association of Securities Dealers(NASD)

In  connection  with  our  oversight  responsibilities,  we  have:

     -  discussed  with  the internal and independent auditors the overall scope
       and  plans  for  their  audits;
     -  reviewed  and  discussed  the  audited consolidated financial statements
       included  in  InterCare DX, Inc.,2003 Annual Report with management
       and  the  independent  auditors;
     -  discussed  with  the  independent  auditors  the  matters (including the
       quality  of  the  financial  statements  and  clarity  of  disclosures)
       required  to  be  discussed  under  the  American  Institute of Certified
       Public  Accountants'  Statement  on  Auditing  Standards  No.  61,
       Communications  with  Audit  Committees,  which  generally  requires that
       certain  matters  related  to the performance of an audit be communicated
       to  the  audit  committee;
     -  received  from  the  independent  auditors  and  reviewed  the  written
       disclosures  and  the  letter  required  from  the  independent  auditors
       required  by  the  Independence  Standards Board, and have discussed with
       them  their  independence  from  management  and  the  Corporation;
     - considered  the  nature  of  the non-audit  services  performed  by  the
       independent  auditors  and  the  compatibility  of  those  services  with
       their  independence;  and
     -  met  with  the  internal  and  independent  auditors,  with  and without
       management  present,  to  discuss  the  results  of  their  examinations,
       their  evaluations  of  the  Corporation's  internal  controls,  and  the
       overall  quality  of  the  Corporation's  financial  reporting.

Based  on  the  reviews and discussions referred to above, we recommended to the
Board  of  Directors  (and the Board has approved) the inclusion of  the audited
Consolidated  financial  statements  referred  to  above  in  the  Corporation's
Annual  Report  on  Form  10-KSB  for the year ended December 31, 2002 and 2003.
for  filing  with  the  Securities  and  Exchange  Commission.

                   Members  of  the  Audit  and  Ethics  Committee:

Jude  Uwaezeoke  Chairman
Randall  Maxey
Wesley  Bradford

Clinical  Advisory  Board

Duties  and  Functions

Members  of  InterCare  DX,  Inc.,  clinical  advisory  board  will  assist  the
company  in  updating  its   knowledge-based  clinical   content   and  develop
clinical  guidelines,   pathways   and   protocols.  Additionally,  the advisory
board,   working   with   program   developers   and  management,  will  review
programmatic   issues   relating   to  compliance  with  appropriate  regulatory
authorities.   They   will   also   serve   on   InterCare's   Speakers  Bureau
regarding  practical,  clinical  issues  relating  to  ICE(tm),  the  company's
scalable   healthcare  software  solution.  ICE  is  specifically  designed  to
effect   cost-effective   integration   of  all   aspects   of  the  healthcare
enterprise  through documentation,  information  tracking  and  error  reduction
that  supports  patient  safety  and  greater   efficiency   among   healthcare
providers.  This  panel  will  be  expanded  in future  to include experts  from
different  healthcare  profession

Members  of  the  Clinical  Advisory  Board

Dr.  Wesley  Bradford, a graduate of New York  University School of Medicine, is
Medical   Director  of  Capnet  IPA  (Los  Angeles).   He  has   served  on  the
clinical  faculty  in  family  medicine  at  Harbor-UCLA  Medical  Center  since
1982.  He  was  co-author  of  a  pharmaceutical  proposal that helps the center
save  over  $1  million annually. He  has  done humanitarian work in both Uganda
                                         17
<PAGE>
and   India   as  a  member   of  an  international  Rotarian  Polio-Corrective
Surgery   Team  for  Crippled   Children,   bettering  the  lives  of  crippled
children  there.  In  1987  he   co-founded   a  medical  group  in   Torrance,
California.  Bradford,   who  has  a  Masters  Degree  in  public  health  from
UCLA   and  an   MBA  from  Cal   State  Long  Beach, has  been a Fellow of the
American   Academy   of   Family  Physicians  since  1980.  He  has  a  special
academic   interest  in  electronic medical  record  systems, and has served as
a  consultant  to  the  state   and   county   governments  in  the   areas  of
electronic   death   registration  system   development,   primary   care  case
management,  and  health  care  access.

Dr.  Wignes  Warren, an assistant clinical   professor  of  pediatrics   at  the
University  of  Southern  California,  is  licensed  to practice medicine in the
states   of   California,   New  York  ,  and  holds  current  medical  practice
licenses  with  the  Ceylon  Medical   Council   and  the   United  Kingdom.  He
received  an  MD  with  honors  from  the  University of Sri Lanka and served as
the  Chief  Resident  of  Methodist  Hospital  (New   York  City)  after serving
internships   at   General   Hospital   and   Children's  Hospital  in  Colombo,
Sri  Lanka.  He  is  a  Fellow  of the American Academy of Pediatrics. Certified
by   the  American  Board  of  Managed  Care  Medicine,  the  American  Board of
Quality  Assurance  and  Utilization  Review  Physicians, and the American Board
of   Forensic  Medicine,  Dr.  Warren   is   currently  a  member  of  the  Peer
Review  Committee  of  Blue  Shield  of  California.

Anthony  C.  Dike, MD,  our  Chairman,  Chief Executive Officer, Secretary and a
director.  Dr.  Dike  has  been the Chairman  of the Board, CEO and President of
the  Company   since   August,  1999. 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,
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  most  recently  pioneered  the   design   and
development   of  "InterCare  Clinical  Explorer  (ICE)",  a  scalable  software
application  specifically  designed  to effect cost-effective integration of all
aspects  of  the  healthcare   enterprise  through   documentation,  information
tracking   and  error  reduction   that  supports  patient  safety  and  greater
efficiency  among  healthcare  providers.

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

Executive  Officers

                                         18
<PAGE>
The  executive  officers  of  the  Company  are  as  follows:

Anthony  C.  Dike,     Chairman/CEO
David Butler           Product Manager and Director of Business Development

                             EXECUTIVE  COMPENSATION

The   table  below  shows   information  concerning  the  annual  and  long-term
compensation  for  services  in  all  capacities  to  the  Company for the Chief
Executive  Officer  and  other  full-time  employee  executive  officers  of the
Company:

                               Annual Compensation
<TABLE>

<CAPTION

Name             Year     Salary         Bonus      Stock Option   All Other Compensation
                                                                    (Common Stock)
<S>             <C>      <C>           <C>        <C>             <C>
Anthony C. Dike (1) 2004     $0               0         1,000,000          0
David Butler    (2) 2004     $45,000          0            50,000          0

<FN>
1.  As of December 31, 2004, Anthony C. Dike has not received  any  salary  from
the registrant, and has deferred such payment until the registrant can afford to
pay after meeting all other obligations.

2. Mr. David Butler was hired as the  product manager and director  of  business
Development. He started his career as an Engineer, with a Bachelor of Science in
Mechanical  Engineering  in  his  native  country of  England. After many years,
working in almost every  department in  a large  truck manufacturer, he joined a
global automotive manufacturing company, as the Operations Manager for the North
of England. He holds  a  Masters  Degree  in Information Systems from California
State University Los Angeles, California.
</TABLE>

ITEM  11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND  MANAGEMENT

         The  following  table sets forth, as of December 31, 2004 to the extent
known  to the  Company,  certain  information  regarding  the  ownership  of the
Company's  Common Stock by (i) each person who is known by the Company to own of
record or  beneficially  more than five percent of the  Company's  Common Stock,
(ii)  each of the  Company's  directors  and  executive  officers  and (iii) all
directors and executive officers as a group. Except as otherwise indicated,  the
shareholders  listed in the table have sole  voting and  investment  powers with
respect  to  the  shares  indicated.

The  following  tables  set  forth  information regarding the  beneficial owners
of  our  common  stock,  as  of  December  31,  2004,  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
19,613,902  common  shares  outstanding.


<TABLE>
<CAPTION>






                                         19
<PAGE>
Name  and  Address  of                       Amount  and  Nature  of
Beneficial  Owner               Title    Beneficial  Ownership   Status Percent  of  Class
---------------------------  --------   --------------------  -------- -----------------
                           <C>          <C>                <C>         <C>

Anthony  C.  Dike  (1)          Chairman     15,402,600       Active         79%
4127  West  62nd  Street        CEO
Los  Angeles,  CA  90043        Director

Donald Stanford                 Director              0       Active          0%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Jude  Uwaezuoke                 Director        200,000       Active          1%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Karunyan Arulanantham           Director             0        Active          0%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Wesley  Bradford                Director        200,000        Active         1%%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Named  Officers  and                        15,802,600                       81%
Directors  As  a  Group  (1)

Other Public Shareholders                    3,333,103                       19%

Total number of shares outstanding          19,613,902                       100%
<FN>
(1)     Officer  or  Directors: 15,802,600  shares  of  Common Stock  listed above
Includes 7,000,000  shares  already  issued  and 3,450,000 shares of Common  Stock
options granted to Anthony C. Dike. Also,  Anthony C. Dike, is  the  sole director
and  an  indirect  beneficial  owner  of  3,600,200  shares of common  stock  held
by  Meridian  Medical Group,  P.C., and  900,100  shares  of Common stock  held by
MMG Investments, Inc.,  200,000  shares  of  Common  Stock  option granted to Jude
Uwaezuoke,  200,000  shares of  Common Stock Option granted to Wesley Bradford; as
of  December 31, 2004, disclosed as if they  were issued.
</Table>

OPTIONS/SAR  GRANTS  IN  LAST  FISCAL  YEAR
None

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS

On December 31, 2003, Anthony C. Dike, the Chairman/CEO of the Company exercised
his option to purchase 1,000,000 of InterCare DX, Inc., common stock at 0.002
per share.

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

Item  6.  Exhibits  and  Reports  on  Form  8-K
  31.1  Certification  pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
        of  Anthony  C.  Dike

  32.1  Certification  pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
        of  Anthony  C.  Dike



                                  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.
                                         20
<PAGE>

InterCare  DX,  Inc.







Date:  May 13,  2005                Signature  By:  /s/  Anthony  C.  Dike
                                               -----------------------------
                                                     Anthony  C.  Dike
                                                     Chairman  and  CEO
























































                                         21
<PAGE>

To  the  Board  of  Directors
InterCare DX,  Inc.

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
------------------------------------------------

We  have  audited  the  accompanying  balance  sheet   of  InterCare  DX,  Inc.,
as of December  31,  2004  and  2003  the  related  statements   of  operations,
stockholders' equity  and  cash flows for the  year then ended. These  financial
statements  are  the   responsibility   of   the   Company's   management.   Our
responsibility is to express an  opinion  on  these financial  statements  based
on  our  audit.  Our responsibility is to  expressed  an opinion  on  those
financial statements based on our audit

We  conducted our audit in accordance with the  standards  of the Public Company
Accounting Oversight Board (United States). Those standards require that we 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.  We  believe  that  our   audit  provides  a
reasonable basis  for  our  opinion.

In our opinion, the consolidated financial statements referred  to above present
fairly,  in all material respects, the financial position of the Company  as of,
as  of  December  31,  2004,  and 2003 and  the  results of its  operations  and
cash flows for the year then ended,  in  conformity  with  accounting principles
generally accepted  in  the  United  States  of  America.



Madsen and Associates CPA's, Inc.
Salt Lake City, Utah
May 13, 2005


































                                         2
<PAGE>

                               InterCare DX, Inc.

                        Balance Sheet As At December 31st



<TABLE>
<CAPTION>


                                                                    2004             2003
                                                                  =========         ========
<S>                                                             <C>               <C>
ASSETS

Current assets
    Cash . . . . . . . . . . . . . . . . . . . . . . . .       $      2,130     $       525
    Accounts Receivable.(Note 2) . . . . . . . . . . . . . . . .  1,382,950       1,386,350
    Less: Allowance for Doubtful Accounts . . . . . . . . . . .        -                -
                                                                 ---------        ---------
                                                                  1,385,080       1,386,350
                                                                 ---------        ---------
    Inventory. . . . . . . . . . . . . . . . . . . . . .             52,211          52,211
                                                                 ---------        ---------
Total Current Assets . . . . . . . . . . . . . . . . . .          1,437,291       1,439,086

    Property, Plant, and Equipment
     Net of accumulated Depreciation          . . . . . . . . . ..       -                -

    Other Assets
     Deferred Public Offering Cost           . . .. . . . . . .   .  65,332          65,332
                                                                 ---------          -------
Total Assets . . . . . . . . . . . . . . . . . . . . . .      $   1,502,623      $1,504,418
                                                                 =========          =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable           . . . . . . . . . . . . .      $  1,549,056        1,476,058
    Advances from Officer                                           28,500                -
    Deposits                                                        50,000                -
                                                                 ---------         --------
Total Current Liabilities. . . . . . . . . . . . . . . .      $  1,627,556      $ 1,476,058

Long term liabilities   . . . . . . . . . . . . . . . .        $    76,797           76,797
                                                                 ---------        ----------
Total Liabilities. . . . . . . . . . . . . . . . . . . .      $  1,704,353      $ 1,504,418
                                                                 =========        ==========

Stockholders' equity

  Common stock (100,000,000 shares authorized,
  no par value, 15,713,902 and 14,293,403 shares issued and
  outstanding as at December 31, 2004 and 2003 respectively.      772,203           710,078
Accumulated Deficit. . . . . . . . . . . . . . . . . . .         (973,933)         (758,515)
                                                                  --------          --------
Total Equity                                                     (201,730)          (48,437)

                                                                 --------       ----------
Total Liabilities & Equity . . . . . . . . . . . . . . .        $1,502,623      $ 1,504,418
                                                                 =========       ==========
</TABLE>





See Accountants Report and Notes to Financial Statements

                                        3
<PAGE>
                               InterCare DX, Inc.

                             Statement of Operations

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


                                            2004        2003
                                            =====       =====
<S>                                  <C>           <C>
Revenue                               $  -          $      -
                                        ---------      -------
Less: Cost of Revenues                $  -                   -
                                        ---------      -------
      Gross Margin                    $  -         $        -

Operating Expense
General and Administrative               215,418       301,950
                                        ---------      -------
Total Expense                            215,418       301,950

Net Loss                              $ (215,418)   $ (301,950)
                                        =========      =======

Net income(loss) per share

         Weighted average  shares
         Common Stock Outstanding       14,461,986   13,184,750

Net Loss Per Common Share
         Basic and Fully Dilutive        $  (0.02)    $  (0.02)
                                       ===========    =========

</TABLE>
































See Accountants Report and Notes to Financial Statements
                                         4
<PAGE>
                                 InterCare DX, Inc

                             Statement of Cashflows
                         For the Year Ended  December 31

<TABLE>
<CAPTION>


                                                            2004               2003
                                                            ======             ======
<S>                                                        <C>                <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES

   Net  Income                                             $(215,418)         $ (301,950)
   Adjustments to reconcile  net  income to net cash
   Provided by operating activities
   Stock issued in lieu of compensation                        5,000
   Stock issued for licensing fees                            12,500

    Changes to operating assets and liabilities:
   (Increase) Decrease in
              Accounts  receivable                             3,400                   -
              Accounts Payable                                72,998              278,548
                                                            ----------          --------
NET  CASH  USED  IN  OPERATING  ACTIVITIES                  (121,520)             (23,402)


CASH  FLOWS  FROM  FINANCING  ACTIVITIES
     Proceeds from sale of common stock                         44,625                 -
     Repayments on line of credit                                    -            20,997
     Advances by Officer                                        28,500                 -
     Deposits                                                   50,000                 -
                                                                -------           -------
NET  CASH  PROVIDED  BY  FINANCING  ACTIVITIES                 123,125            20,997
                                                                -------           -------

Increase (Decrease in cash)                                     1,605             (2,405)

CASH  AT  BEGINNING OF PERIOD                                     525              2,930
                                                               --------           -------
CASH  AT  END  OF  PERIOD                                     $ 2,130            $   525
                                                               ========           =======

</TABLE>
























                                         5
<PAGE>
                               InterCare DX, Inc.


                  Statement of Changes in Stockholders' Equity


<TABLE>
<CAPTION>




                                                   Common Stock                     Accumulated
Transaction and Date                                  Shares           Amount        Deficit
                                                   ============       =======       =========
<S>                                              <C>                <C>             <C>
Balance as at December 31, 2002 . . . . . .        13,293,403         710,078        (488,005)
         Shares in lieu of compensation             1,000,000
                  Net(Loss) for period                      -               -        (301,950)
                                                   ----------         --------       ---------
Balance as of December 31, 2003                 14,293,403   $    710,078    $  (758,515)
Shares issued in lieu of compensation
  at $.10 per share                                    50,000           5,000               -
Shares issued for cash at $.25 per share              120,500          30,125               -
Shares issued to officer for cash
  At $.002 per share                                1,000,000           2,000               -
Shares issued for cash at $.10  per share             125,000          12,500               -
Shares issued for licensing fees at $.10 per share    125,000          12,500               -
           Net(Loss) for period                                                      (215,418)
                                                    ----------        --------       ---------
Balance as of December 31, 2004                    15,713,903         772,203        (973,933)
                                                  ===========       ==========      ==========
</TABLE>





































See Accountants Report and Notes to Financial Statements
                                         6
<PAGE>
                               InterCare DX, Inc.

                        Notes to the Financial Statements

Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES.

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

1. Use of Estimates

The  preparation  of  consolidated  financial  statements  in  conformity  with
generally   accepted   accounting   principles  requires   management  to  make
estimates and assumptions that  affect  certain  reported amount  of assets and
liabilities and disclosure  of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported amounts of revenues and expenses
during the reporting period. Actual results could differ  from those estimates.

2. Account Receivable

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

3. Inventory

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

4. Property and Equipment

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

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

Property and equipment consists  of  the  following as of December 31, 2004 and
2003:
<TABLE>
<CAPTION>
                                                  2004            2003
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,264      $68,264
Less:  Accumulated  Depreciation                   68,264       68,264
                                                 -------       -------
                                                  $    0        $    0
                                                 ========      =======
</TABLE>

5. Advertising

The  company  has the  policy of expensing advertising costs as incurred. There
were  no  advertising  costs charged to expense for the year ended December 31,
2004 and 2003.

                                       7
<PAGE>
6. Stock-based Compensation

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

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

7. Recognition of Revenues.

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

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

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

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

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

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

8. Software Development Cost

Software development costs are charged to current operations

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

The  carrying amounts  of cash, receivables, 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.

10. Deferred Costs Related to Proposed Public Offering

Costs incurred in connection with  the  most  recent  public offering of common
stock  have  been  deferred  and recorded as another  asset  until  the  public
Offering  is  completed  or  until  it  is determined that the Company will not
pursue this offering.

Registration fee                                      $ 6,600
Legal fees and expenses                                42,233
Accounting fees and expenses                            5,750
Printing                                                7,077
Miscellaneous expenses                                  3,671
                                                      -------
Total                                                $ 65,331


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11. Income  Taxes

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

12. 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.

13. Recent Accounting Pronouncements

The Company  has  received  current accounting pronouncements and has determined
that  the  adoption  of  any  current accounting pronouncements would not have a
material  impact  on  the  Company's  financial  condition  or  the  results  of
operations.

Note 2. RELATED  PARTY  TRANSACTIONS

On December 31, 2003, Anthony C. Dike, the Chairman/CEO of the Company exercised
his option to purchase 1,000,000 of InterCare DX, Inc., common stock at
0.002 per share. On December 17, 2004, Dr. Dike exercised his option to purchase
An additional 1,000,000 shares of the Company's common stock at 0.002 per share.


Note 4. 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".




























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