UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON,  D.  C.  20549

                                  FORM  10-KSB/A

(  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,  2002

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

           For the Transition Period From  ___________ to ____________

                       COMMISSION FILE NUMBER:   333-94813


                             INTERCARE.COM-DX, INC.

             (Exact Name of Registrant as Specified in its Charter)

         CALIFORNIA                                          95-4304537

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

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

                    (Address of Principal Executive Offices)

                                 (213) 627-8878

              (Registrant's telephone number, including area code)

                                       N/A

    (Former name, former address and former fiscal year, if changed since last
                                     report)

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

As  of  December  31,  2002,  InterCare.com-dx,  Inc., Registrant had 13,293,403
shares  of  its  zero  par  value  common  stock  outstanding.  Based  upon  the
closing  price  at such  date, aggregate  market  value  was  $797,604.
















                                        Page 1 of 26 sequentially numbered pages
                                                                     Form 10-KSB
                       Annual Report For The Fiscal Year Ended December 31, 2002

                                TABLE OF CONTENTS

                                                                    Page Number
                                    PART  I

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

Item 2. Description of Property . . . . . . . . . . . . . . . .  . . . . . . .18

Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Item 4. Submission of Matters to a Vote of Security Holders Our . . . ... . . 18

                                  PART II

Item 5. Market for Common Equity and Related Stockholder matters . . . . . .. 18

Item 6. Management's Discussion and Analysis . . . . . . . . . . . . . . . . 22

Item 7. Financial Statements  . . . . . . . . . .  . . . . . . . . . . . . . .22

Item 8. Changes In an Disagreements With Accountants on Accounting and .. . ..22
Financial Disclosure

                                  PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons . . . . .22

Item 10. Executive Compensation  . . . . . . . . . . . . . . . . . . . . . . .27

Item 11. Security Ownership of Certain Beneficial Owners and Management . . . 28

Item 12. Certain Relationships and Related Transaction . . . . . . . . . . .. 29

Item 13. Exhibits and Reports on Form 8-k  . . . . . . . . . . . . . . . . . .29

































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PART  I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS OVERVIEW

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

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

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

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

Our Products and Services

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

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

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

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

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

Point of Care Documentation

Applications  enabling  all  care  providers  (e.g.  physicians,  nurses,  PA's,
technologists,  therapists,  dieticians,  etc.)   to  document   objective   and
subjective  patient  data  at  the  point-of-care  in  a  manner  that  enhances
                                         3
<PAGE>
compliance,   reduces   time,   enhances   communications,   controls   resource
utilization and enhances revenue generation.

Order entry and results reporting

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

Imaging and general archiving

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

Multi-disciplinary Clinical decision support

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

Clinical workflow and productivity management

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

Care provider communication management

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

Central Data Repository

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

Medical knowledge base / lexicon

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

Bi-directional legacy integration middleware

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

Real-time Electrophysiological and Clinical Data Acqusition

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

Data discovery, mining and analysis

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

InterCare's  ICE(tm)   software  operates  over  a  customizable and highly
adaptable  operating  environment.  ICE(tm)  is  designed  to concurrently
serve  all  care  providers  throughout  the  continuum-of-care  from  acute and
                                         4
<PAGE>
long-term  care  to  ambulatory  and  home  health  care:

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

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

OUR COMPETITION

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

The EMR / CDR market  is primarily  dominated  by large scale players (see table
below). These  players primarily  emerged  from a prior dominant position in the
administrative, financial and  clinical ancillary market segments for enterprise
healthcare  IT  software  programs.

In  the  past  few  years,  resulting  from  the rapid growth of the Internet, a
variety of  young  companies  emerged and quickly became dominant players in the
Healthcare  IT  terrain. WebMD is the most dominant new player in the e-health's
administrative  and  financial  arena.  WebMD  incorporates  a  crop   of  young
e-health  corporations  acquired through M&As.

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

There  are  no specific figures available for estimating the portion of Internet
EMR/CDR  sales within  the annual $2 US Billion sales of traditional EMR/CDR and
clinical systems. Yet, it  is  prudent  to assume that it is still below the 10%
mark.  Thus,  the  sales  of  traditional  (legacy)  enterprise EMR/CDR software
programs still  dominate  the  market  and  are  expected  to continue such
dominance for quite some  time.

Mergers  or  consolidations  among  our  competitors,  or  acquisitions of small
competitors  by  larger  companies,  would  make  such  combined  entities  more
formidable  competitors  to  us.  Large  companies  may  have advantages over us
because  of  their  longer  operating  histories,  greater  name recognition, or
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.





                                         5
<PAGE>
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.,  Ingram-Micro Inc.,  Acer America  Corporation,
      ViewSonic Corporation,   Microsoft  Corporation,  Tech  Data  Corporation,
      and  QRS  Diagnostics,  Inc.,  will  give us the  ability  to  deliver our
      software products faster and at a lower cost than the competition

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

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

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

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

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

Our Product Features and Benefits

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

The most significant differentiators are:

Fully integrated Software Program

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

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

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

Customizable, component-based architecture

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

Knowledge driven applications

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

Repository, data warehouse and datamart unification

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

Third-party legacy integration

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

Current Resell Partners

China Business Chain Group, LLC.

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

Telehealth, LLC.

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

The key elements of our business strategy include the following:

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

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

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

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

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<PAGE>
FUTURE GROWTH OF OUR BUSINESS MODEL

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

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

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

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

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

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

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

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

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

OUR 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.com-dx, 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.com-dx will
          provide tele-medicine systems design and integration, installation and
          support  services,  with the latter entailing both face-to-face client
          contact  and  a  unique  interactive  multimedia Internet site devoted
          to  answering most questions about tele-medicine, including tutorials,
          chat and forum capabilities.

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

OUR  INTERNET  BUSINESS  STRATEGY

The  Vision

General

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

For care providers

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

For consumers / patients

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

For healthcare enterprise management

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

For healthcare IT professionals

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

For payers

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

Market Positioning

Current  Market  Space  Spot

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

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

Strengths and weaknesses

Weaknesses

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

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

Strengths

InterCare strengths when operating in the US market are:

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

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

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

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

-       InterCare  control  over  competitive  product  packaging   and  pricing
        strategies

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

-       InterCare  competitive  lower  cost  of  enterprise  product development

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

-       Compliance  with  HIPAA  through  customer  controlled security business
        rules.

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

Competition in the new market space
The current and potential competition in the eHealth Virtual Community Solutions
market  is  coming  from  the  following  categories:

-    Pure  Internet  players
-    Legacy  +  Internet  players
-    EMR/Clinical  players
-    Legacy  players

(see  attached comparison analysis tables of current and potential competitors).

Important  recent  transactions/events  in the healthcare IT market space, which
are significant  to  mention in the context of current and potential competition
                                         11
<PAGE>
to InterCare:
Healtheon  acquisition  of  WebMD  and  MedEX
Eclipsys  acquisition  of  Transition  Systems/Healthvision
McKessonHBOC  acquisition  of  Abaton.com

Market  segment  focus

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

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

Prospective  Customer  Access/Sales  Process  Leadership

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

Mid-to-Long  Term

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

Short-term

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

Mid-to-Long  Term

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



                                         12
<PAGE>
Product  Packaging  &  Pricing

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

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

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

Mid-to-Long  Term

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

The  ASP  model

Short-term

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

Mid-To-Long  Term

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

ICE(tm)    Virtual  Community  Solution  Vision  &  Scope

General  Overview

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

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

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

Quality  &  cost  management
-   Staffing
-   Cost
-   Case  management

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

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

Groupware  productivity

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

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

Enterprise  data  warehouse
-   Demography/Administrative
-   ADT
-   Clinical e.g ECG, Temperature, Spirometry, Pulse-Oximetry etc.
-   Orders  &  Results
-   Multimedia Legacy  system  integration
-   Mini  MPI  (Master  Patient  Index)
-   Bi-directional  legacy  data  normalization

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

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

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

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

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

Anytime  &  Anywhere  Secure  Access  by  Authorized  Enterprise  Users

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

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

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

Secure  Access  by  Non-affiliated  Care  Providers

A  browser-based, thin client software application , enabling care providers not
affiliated with  the  healthcare  enterprise  access to a specific patient file.
The access to  the specific patient file is enabled through a patient-controlled
password, which  provides  for secure  access  into  the enterprises CDR to view
only the authorizing patient's lifetime medical records.  InterCare  intends  to
incorporate,  beyond   password-based   entry,   biometric  voice-authentication
technologies (such as  the  one  from  Nuance), to further  improve patient file
access security. using  this  component,  non affiliated  care  providers  (e.g.
with no access privileges within the healthcare enterprise) to use the following
functionality:

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

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

Health  Plan  Member  Anytime  &  Anywhere  Secure  Access

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

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

Medical  Content

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

Risk Factors

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

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

The  health care industry is also subject  to changing  political, economic, and
regulatory  influences.  These  factors  affect  the  purchasing  practices  and
operations  of  health  care  organizations.  Changes  in  current  health  care
financing  and  reimbursement  systems  could  cause  us  to  make  unplanned
enhancements  of  applications or services, or result in delays or cancellations
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
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<PAGE>
legislation. Moreover, we may be restricted or prevented from delivering patient
records  electronically.  For example, until recently, the Health Care Financing
Administration   guidelines  prohibited  transmission  of  Medicare  eligibility
information  over  the  Internet.

Legislation  currently  being  considered  at  the  federal  level  could affect
our  business.  For example, the Health Insurance Portability and Accountability
Act  of  1996  mandates  the use of standard transactions, standard identifiers,
security,  and  other provisions by the year 2000. We are designing our platform
and applications to comply with these proposed regulations; however, until these
regulations  become  final,  they  could  change,  which  could  cause us to use
additional  resources  and  lead  to  delays  as  we  revise  our  platform  and
applications. In addition, our success depends on other health care participants
complying  with  these  regulations.

Seasonality Of Revenue

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

The  Company  expects  to  experience  significant  fluctuations  in  its future
quarterly  operating  results  due  to  a  variety of factors, many of which are
outside  the  Company's control. Factors that may adversely affect the Company's
quarterly  operating  results  include:  (i)  the  Company's  ability  to retain
existing customers, attract new customers at a steady rate and maintain customer
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
                                         17
<PAGE>
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.

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,  2002.

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 $.03 and a low bid of $0.01 per share. The
above prices represent inter-dealer quotations without retail mark-up, mark-down
or   commission,   and   may  not  necessarily  represent  actual  transactions.

DESCRIPTION  OF  SECURITIES

COMMON STOCK
We  are  authorized  to  issue  up to 100,000,000 shares of common stock, no par
value,  of  which  13,293,403 shares were issued and outstanding as of December
31,  2002.   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.
                                         18
<PAGE>
DIVIDENDS

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

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

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

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

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

Recent Sales of Unregistered Securities

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

<TABLE>
<CAPTION>
<BTB>
<S>     <C>         <C>           <C>               <C>
Date      Title        Amount of      Persons              Cash or Non cash consideration
                      Securities
                         Sold
10/20/02  Common Stock  500,000  Anthony C. Dike  Non cash compensation for services valued at $0.002 per share (2)
12/30/02  Common Stock  500,000  Anthony C. Dike  Non cash compensation for services 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>




                                         19
<PAGE>
ITEM 6. MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The  following  discussion  should  be  read  in  conjunction with our financial
statements  and  notes, as  well  as  the  other  information included elsewhere
in  this  prospectus.  Our  discussion  contains forward-looking statements that
involve  risks  and  uncertainties,  including  those referring to the period of
time  the  Company's  existing  capital resources will meet the Company's future
capital  needs, the Company's future operating results, the market acceptance of
the  services  of  the  Company,  the  Company's  efforts  to  establish and the
development  of  new  services,  and  the  Company's  planned  investment in the
marketing  of  its  current services and research and development with regard to
future  endeavors.  The  Company's  actual  results could differ materially from
those  anticipated  in  these  forward-looking statements as a result of certain
factors,  including:  domestic  and  global  economic  patterns  and  trends.

RESULTS OF OPERATIONS

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

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

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

REVENUES.

Total  revenues  for  the year ended December 31, 2002 was $364,452  compared to
$334,199  in  the  year  ending December  31,  2001. The increase in revenue was
due to the one time revenue generated from the sale of the Intellectual property
asset of the company to Meridian Holdings, Inc., an affiliated company.

The  Company  anticipate increase in revenue from the sale of software licenses,
implementation  and  maintenance services  starting  in  the  second  quarter of
2003.

COST  OF  REVENUES.

Cost  of  revenues  decreased  from  $361,228  for  the year ending December 31,
2001  to $ -0- in the comparable period  in 2002. This represent 100%  decrease.
This  decrease in cost of revenue was as a direct  result  of lack of sales  and
marketing associated with revenue generation.

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 Internet strategies,  and  software
enhancement,  testing  and debugging.  The  Company is allocating a  substantial
amount  of  time  and  efforts  towards sales and marketing of the ICE software.
There can be no assurance that  such efforts will materialize into a significant
sales or revenue generation for the 2003 fiscal year..

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
                                         20
<PAGE>
other  Internet  initiative  launch costs, consisting primarily of personnel and
consulting  costs. The Company projects to spend over $1,250,000 during the next
12  months  to fund project and content development. This is contingent upon the
Company's  ability  to  raise  funds  from  investors. There can be no assurance
that the company will be able  to raise  such any funds from the investors. Even
if the funds were to be  available, the terms may be prohibitive and will dilute
the interest of the existing shareholders.

GENERAL  AND  ADMINISTRATIVE.

General  and administrative expenses decreased 97% for  the year ending December
31, 2002 to $16,579,  compared  to  $623,210 in 2001.  The decrease in operating
expense is  due to the  fact  that Meridian Holdings,Inc.  an affiliated company
has absorbed all operating  costs of the company as a means  of repayment of the
$325,000  being  the  amount  of  additional payments made  to Meridian Holdings
for the enhancement and maintenance of MedMaster software that was not delivered
due to  the  decision  of Meridian  Holdings, Inc., to  abandon  the purchase of
the MedMaster asset.

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  2003. 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 income of 347,873 or (0.027)  per  share for the year ended
December 31, 2002, compared to net loss of $648,422 or (0.053) per share for the
year  ended  December  31,  2001.  The increase in net income  was  due  to  one
time revenue generated from the  sale  of the intellectual property asset of the
company  to  Meridian  Holdings,  Inc., an  affiliated company.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

The  Company  uses  working  capital  to  finance  ongoing  operations, fund the
development  and  introduction  of our new business strategy and acquire capital
equipment.  There  is  no  guarantee  that  the  Company  will  be able to raise
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

The Company has entered into joint marketing agreement with United System, Inc.,
HealthCPR  Technologies,  Inc., China Business Chain  Group, LLC, Telehealth LLC
Viewsonic  Corporation,  Acer  America,  Rx-Card, Inc.,  and  QRS Diagnostics to
market each others products and services.

On November  25,  2002 the Company  announced the availability for deployment of

                                         21
<PAGE>
InterCare  Clinical  Explorer  (ICE),   an   innovative   and   robust  software
application designed to integrate every  aspect  of the healthcare enterprise on
Tablet PC. With  the  release  of  the  enhanced Windows XP operating system for
Tablet PC from Microsoft and the launch of new  Tablet  PC  hardware  from  such
hardware  manufacturers  as  HP,  Toshiba,  ViewSonic,   Acer  and  Fujitsu,  to
name a few, InterCare leverages the power of this important new platform to make
the ICE  clinical  applications  even  more  seamless  and easier for healthcare
providers to adapt, faster than ever before.

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

ITEM 7. FINANCIAL STATEMENTS

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

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

None

PART III

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

Board  of  Directors

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, 2002, directors, control persons, and  executive Officers of
the Company were as follows:

<TABLE>
<CAPTION>
Name                               Age   Title
<S>                                <C>    <C>
Anthony  C.  Dike,  MD              48    Chairman,  Director
                                          Chief  Executive  Officer,  Secretary
                                          Treasurer
Russell  Lyon,   MA                 55    President,  Director, Chief Technology Officer

Felipe Carino, MSc., MBA            46    Senior Vice President Marketing and New Business Development

Jude Uwaezuoke                      58    Director

Randall Maxey                       61    Director

Wesley Bradford                     62    Director

</TABLE>



                                         22
<PAGE>
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.

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

Felipe Carino, Jr, MSc, MBA,
Felipe  Carino,   Jr.   is   SVP  Marketing  and  New  Business  Development  at
InterCare.com-DX, Inc. Felipe has over 23 years of experience in the Information
Technology area with a  number  of leading companies. He has a unique background
and is a visionary entrepreneur. He  has  conceived  and  led several pioneering
visionary products with hands-on technical development,  management,  marketing,
new business development and competitive  pre-sales,  then followed  by customer
deployment and innovative use  of these  leading-edge products.  Felipe's career
spans  leading-edge  research  institutions  (like  Bell  Labs)   to  conceiving
developing  new  product  concepts  at  established  companies  (like Fairchild,
Ford Aerospace)  to  entrepreneurial positions (at Teradata and FileTek) as well
as startups where  he  was a founding employee. In 1986, he founded a company to
commercialize  heterogeneous  databases.  Felipe  developed new product ideas at
these  companies  years  before  they  were  validated  commercial concepts. For
example,  in  1978  he  developed  a relational database concept one year before
Oracle was founded in 1979, and in  1980 a UNIX workstation concept at Fairchild
which SUN validated in 1983. Most  recently,  at UltiData he developed autonomic
self-tuning tools for  database, storage  and  overall  system  optimization. At
FileTek, Felipe negotiated a strategic OEM deal  with IBM for UDB/DB2 DataJoiner
which  created  a  new  database  product  no  other  company  had  at the time.
Felipe  holds  seven  patents,  has 20 major journal/conference publications and
has  presented  papers  at major industry conferences. Felipe holds an Executive
MBA from USC,  as  well  as  a  Master of Science degree in Computer Science and
two  Bachelor's  degrees  (Computer  Science  and  Mathematics)  from  New  York
University.  Felipe  also  took  an  Entrepreneurship course at Loyola Marymount
University.   Finally,  Felipe  is  an  area  editor  for   Information  Systems
Journal, a leading academic publication

                                         23
<PAGE>
      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.

      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 Uwaezuoke,  who  has  over  15  years  of  administrative,  marketing
and  financial  management  experience,  is  president  of  Speedy-Care  Medical
Distributors  (Inglewood,  Calif.), 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,  and Mr. Russ Lyon
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;
                                         24
<PAGE>
       - 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 Carino.

Meetings of the  Board  of  Directors

During  the  fiscal  year  ended  December  31,  2002, 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  auditors,  Messr. Andrew
Smith  CPA,  and  its   predecessor  Haskell & White  LLP  are 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  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.com, DX, Inc.,2002 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  nonaudit 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, 2001 and 2002,
for  filing  with  the  Securities and Exchange Commission.
                                         25
<PAGE>
                   Members of the Audit and Ethics Committee:

Jude Uwaezeoke  Chairman
Randall Maxey
Wesley Bradford

Clinical Advisory Board

Duties and Functions

Members  of  InterCare.com-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
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. Rosalyn  Scott,  a cardiovascular and thoracic surgeon,  is   an  associate
professor  with  the  Department of surgery at Charles  R.  Drew  University of
Medicine  and  Science  (Los Angeles).  She  received  her  medical degree from
New   York  University  School  of  Medicine  and  a  Masters  Degree in health
administration   from   the  University   of  Colorado.  She  is   an   adjunct
professor  with  Arizona  State University's  School  of  Health Administration
and  Policy.  She  is  a  staff  physician  with  the  Brotman  Medical  Center
(Culver City),  Harbor-UCLA  Medical   Center  and   King/Drew Medical  Center.
Dr.  Scott,  the  author  of  numerous professional and technical articles, has
served extensively on national, state and local advisory committees.

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
                                         26
<PAGE>

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

The  executive  officers  of  the  Company  are  as  follows:

Anthony  C.  Dike,     Chairman/CEO
Russ A. Lyon,          President/CTO
Felipe Carino          Senior Vice President 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) 2002     $0               0         100,000            0
Russ  A. Lyon   (2) 2002     $100,000         0         100,000           100,000
Felipe  Carino  (3) 2002     $ 72,000                   100,000            50,000

<FN>
1.  As of December 31, 2002, 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.
                                         27
<PAGE>
2. Mr.  Russ A. Lyon since  the  beginning  of the 2002 fiscal year, has received
about 50% of his approved salary of $100,000,and has deferred the remaining portion
until such a time the company  can  afford to make  such payment. The  restricted
shares  were  issued   to  Mr.   Lyon,  as  part  of  his  compensation   package
pursuant to certain amended stock Compensation agreement entered between Mr. Lyon
and the registrant in 2001.

3. Mr. Felipe Carino joined the company in November of 2002, his signing bonus was
50,000 of our  common stock to be awarded at the end of one year anniversary of his
employment contract.
</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  tables  set  forth  information regarding the  beneficial owners
of our common stock, as of  December  31 , 2002,  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
13,293,403  common  shares  outstanding.

<TABLE>
<CAPTION>
Name and Address of                       Amount and Nature of
Beneficial Owner                 Title    Beneficial Ownership   Status   Percent of Class
------------------------------  --------   --------------------  --------  -----------------
<S>                            <C>          <C>                 <C>          <C>
Anthony  C.  Dike (1)(2)         Chairman    5,500,000         Active       41%
4127  West  62nd  Street         CEO
Los  Angeles,  CA  90043         Director

Russ Lyon                        President     210,000         Active        1.5%
900  Wilshire  Blvd,  #500       CTO
Los  Angeles,  CA  90017         Director

Jude Uwaezuoke                   Director           0          Active          0%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Randall Maxey                    Director           0          Active          0%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Wesley Bradford                  Director           0          Active          0%%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Named  Officers  and                        5,710,000                        42.5%
Directors  As  a  Group (1)

Other Beneficial Owners

Meridian Holdings, Inc.                     3,578,250                        27 %

MMG Investments, Inc                          900.100                         6.8%

Total number of shares outstanding         13,293,403                       100%
<FN>
(1)     Officer or  Directors' 5,710,000 shares of Common Stock listed above does not
include 3,850,000 shares of Common Stock options granted to Anthony C. Dike, and
100,000 granted to all the members of the board of directors as of December 31, 2002,
as indicated in the table below.
</TABLE>
                                         28
<PAGE>
OPTIONS/SAR  GRANTS IN LAST FISCAL YEAR

The  following table shows information regarding grants of stock options in this
last   completed  fiscal  year  to  the members of the management team of our
Company:

<TABLE>
<CAPTION>
                              Individual  Grants

                    Number  of        %  of  Total
                    Securities       Options/SARs
                    Underlying       Granted  to      Exercise
                    Options/SARs     Employees        or  Base       Expiration
Name                Granted  (#)     in  Fiscal       Year  Price   ($/sh)  Date
(a)                   (b)             (c)            (d)           (e)
<S>                   <C>             <C>            <C>           <C>
Anthony  C.  Dike         100,000        100%            Variable      12-31-2007
Russ A. Lyon              100,000        100%            Variable      12-31-2007
Felipe Carino             100,000        100%            Variable      12-31-2007
Ruben Patolsky            100,000        100%            Variable      12-31-2007
Guy Gani                  100,000        100%            Variable      12-31-2007
Deepa Jayaraman           100,000        100%            Variable      12-31-2007
Randall Maxey             100,000        100%            Variable      12-31-2007
Jude Uwaezuoke            100,000        100%            Variable      12-31-2007
Wesley Bradford           100,000        100%            Variable      12-31-2007
Foday Conteh              100,000        100%            Variable      12-31-2007
Elizabeth Campos          100,000        100%            Variable      12-31-2007
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During  the  second  quarter  of  2002, the registrant sold all the intellectual
property rights of ICE(tm) to Meridian Holdings, Inc., an affiliated company for
$325,000.

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 14.      CONTROLS AND PROCEDURES

Our management, including  our CEO and President, conducted an evaluation of the
effectiveness  of  our  disclosure  controls and procedures (as defined  in Rule
13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended)
as of a date (the "Evaluation Date")  within 90 days prior to the filing date of
this report. Based upon that evaluation,  our  CEO and President have concluded,
that our disclosure controls and procedures are effective for timely gathering,
analyzing and disclosing the information we  are  required  to  disclose  in our
reports filed under the Securities Exchange Act  of 1934, as amended. There have
been no significant changes  made  in our internal controls  or in other factors
that  could  significantly  affect  our  internal  controls  subsequent  to  the
Evaluation Date.

                                   SIGNATURES

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


InterCare.com-dx,  Inc.

Date:  March 27, 2003            Signature By:  /s/  Russ A. Lyon
                                               -----------------------------
                                                     Russ A. Lyon
                                      President and Chief Technology Officer
                                            29
<PAGE>
                                    EXHIBIT 99.1




I, Anthony C. Dike, certify that:

1. I have reviewed this annual report on Form 10-KSB of  InterCare.com-Dx, Inc.;

2. Based  on  my  knowledge,  this  annual  report  does  not contain any untrue
statement of a  material fact or omit  to  state  a material fact  necessary  to
make  the  statements  made,  in  light of  the  circumstances  under which such
statements were made, not  misleading with respect to the period covered by this
annual  report;

3. Based   on   my  knowledge,  the  financial  statements,  and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial condition,  results of operations and cash flows of the
registrant  as of, and for, the periods presented in this annual report;

4. The  registrant's  other  certifying  officers  and  I  are  responsible  for
establishing and maintaining disclosure controls and procedures (as  defined  in
Exchange  Act  Rules  13a-14  and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls  and
procedures  as of a date within 90 days prior to the filing date of this  annual
report (the ""Evaluation Date""); and

     c) presented in this annual report our conclusions  about the effectiveness
of  the  disclosure  controls  and procedures based on our evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the  registrant's auditors and  the  audit  committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

     a) all  significant  deficiencies  in  the  design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have identified for  the
registrant's  auditors   any   material  weaknesses  in  internal  controls; and

     b) any  fraud,  whether   or  not   material,  that  involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual  report  whether  or  not  there  were  significant changes  in  internal
controls or in other factors that could significantly  affect  internal controls
subsequent  to the date of our most recent evaluation, including  any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:     March 27, 2003

By:_/s/ Anthony C. Dike
Anthony C. Dike
Chairman and CEO (Principal Executive Officer)







                                            30
<PAGE>


                             InterCare.com-dx, Inc.
                              Financial Statements
                        And Independent Auditor's Report
                              As of December 31, 2002


<TABLE>
<CAPTION>
                    Table  of  Contents


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

</TABLE>













































                                         1
<PAGE>

INDEPENDENT  AUDITOR'S  REPORT

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

I  have  audited the accompanying balance sheet of InterCare.com-dx, Inc., as of
December  31,  2002 and 2001 and the related statements of income, stockholders'
equity,  and cash flows for the year then ended. My responsibility is to express
an  opinion  on  these  financial  statements  based  on  my  audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of  InterCare.com-dx, Inc., as of
December  31,  2002  and 2001 and the results of their operations and their cash
flows  for the year then ended, in conformity with generally-accepted accounting
principles.


ANDREW  M.  SMITH
CERTIFIED  PUBLIC  ACCOUNTANT
Long  Beach,  California
March  27,  2003








































                                         2
<PAGE>

                               InterCare.com-dx, Inc.

                        Balance Sheet As At December 31st



<TABLE>
<CAPTION>


                                                                    2002             2001
                                                                  =========         ========
<S>                                                             <C>               <C>
ASSETS

Current assets
    Cash . . . . . . . . . . . . . . . . . . . . . . . .       $      2,930     $     3,327
    Accounts Receivable.(Note 2) . . . . . . . . . . . . . . . .  1,386,350       1,386,350
    Less: Allowance for Doubtful Accounts . . . . . . . . . . .        -                -
                                                                 ---------        ---------
                                                                  1,386,350       1,386,350
                                                                 ---------        ---------
    Inventory. . . . . . . . . . . . . . . . . . . . . .             52,211          52,211
    Prepaid Expense  . . . . . . . . . . . . . . .                       -                -
                                                                 ---------        ---------
Total Current Assets . . . . . . . . . . . . . . . . . .          1,441,491       1,441,888

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

    Other Assets
     Organizational Costs  . . . . . . . . . . . . . . .                 -                -
     Deferred Public Offering Cost (Note 5) . . . . . . . . . . .    65,332          65,332
                                                                 ---------          -------
Total Assets . . . . . . . . . . . . . . . . . . . . . .      $   1,506,823      $1,507,210
                                                                 =========          =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable  (Note 3) . . . . . . . . . . . . .      $  1,228,949        1,586,210
                                                                 ---------         --------
Total Current Liabilities. . . . . . . . . . . . . . . .      $                   1,586,210

Long term liabilities   . . . . . . . . . . . . . . . .             55,800           46,800
                                                                 ---------         --------
Total Liabilities. . . . . . . . . . . . . . . . . . . .      $  1,284,749      $ 1,633,010
                                                                 =========          =======

Stockholders' equity

  Common stock (100,000,000 shares authorized,
  no par value, 13,293,403 shares issued and
  outstanding) (Note 2). . .  . . . . .  . . . . .  . . . . .     710,078           710,078

Accumulated Deficit. . . . . . . . . . . . . . . . . . .          488,005          (835,878)
                                                                  --------          --------
Total Equity                                                      222,074          (125,800)
                                                                  --------          --------
Total Liabilities & Equity . . . . . . . . . . . . . . .       $1,506,823       $ 1,507,210
                                                                 =========          ========
</TABLE>







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

                             Statement of Operations

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


                                            2002        2001
                                            =====       =====
<S>                                  <C>           <C>
Revenue                               $  364,452    $  334,199
                                        ---------      -------
Less: Cost of Revenues                $               (361,228)
                                        ---------      -------
      Gross Margin                    $  364,452    $  (27,029)
                                        =========      =======
Operating Expense                         16,579       623,210
                                        ---------      -------
Other Income and Expense                                 1,817
                                        ---------      -------
Net Income                            $  347,873   $  (648,422)
                                        =========      =======

Weighted average number of shares      12,768,098   11,621,396

Earnings (loss) per common share        $   0.027   $   (0.053)

</TABLE>






































See Accountants Report and Notes to Financial Statements
                                         4
<PAGE>
                               InterCare.com-dx, Inc

                             Statement of Cashflows
                         For the Year Ended  December 31

<TABLE>
<CAPTION>


                                                            2002               2001
                                                            ======             ======
<S>                                                        <C>                <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES

   Net  Income                                             $   347,873       $  (648,422)
   Adjustments to reconcile  net  income to net cash
   Provided by operating activities
   Depreciation Expense                                                            9,070
   (Increase) Decrease in
              Accounts  receivable                                                 3,835
              Inventories                                                         14,460
              Prepaid Expenses                                       -            11,700
              Accounts Payable                                (357,271)          566,920
                                                            ----------          --------
NET  CASH  USED  IN  OPERATING  ACTIVITIES                      (9,397)          (54,137)
                                                            ==========         =========

CASH  FLOW  FROM  INVESTING  ACTIVITIES

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

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
     Proceeds From Sale of Stock                                                  59,450
     Repayment of debt                                               -                 -
     Proceeds from long-term debt                                 9,000           46,800
                                                                -------           -------
NET  CASH  PROVIDED  BY  FINANCING  ACTIVITIES                    9,000          106,250
                                                                -------           -------

Increase (Decrease in cash)                                        (397)             366

CASH  AT  BEGINNING OF PERIOD                                     3,327            2,961
                                                               --------           -------
CASH  AT  END  OF  PERIOD                                      $  2,930          $ 3,327
                                                               ========           =======

</TABLE>

















See Accountants Report and Notes to Financial Statements
                                         5
<PAGE>
                               InterCare.com-dx, Inc.


                  Statement of Changes in Stockholders' Equity


<TABLE>
<CAPTION>




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

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

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

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

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


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

Shares issued to employees and
Consultants                                         1,230,902
Shares sold                                            11,890          59,450                            59,450
                                                    ----------        --------       ---------          --------
Bal December 31, 2002                              12,242,792    $    710,078    $   (835,878)       $ (125,800)

Net Income                                                                            347,873           347,873

Shares in lieu of compensation                      1,050,611
                                                    ----------        --------       ---------          --------
                                                13,293,403   $    710,078    $   488,005        $ 222,073

                                                  ===========       ==========      ==========        ==========
</TABLE>





















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

                        Notes to the Financial Statements





Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

The  accompanying  notes  are  an  integral  part  of  this  statement.
                            InterCare.com-dx, Inc.

                        Notes to the Financial Statements

Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

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

On June 30, 2001, the company discontinued its sale of Medmaster software at the
request of Meridian Holings, Inc., and instead embarked upon a joint development
effort  with  Meridian  Holdings,  Inc., for a new replacement software known as
ICE(tm)(InterCare  Clinical  Explorer),  that was  released in the third quarter
of  2003.

Estimates

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

Account Receivable

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

Inventory

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

Property and Equipment

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

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

                                       7
<PAGE>
Property and equipment consists  of  the  following as of December 31, 2002 and
2001:
<TABLE>
<CAPTION>
                                                  2002            2001
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,264      $68,264
Less:  Accumulated  Depreciation                   68,264       68,264
                                                 -------       -------
                                                  $    0        $    0
                                                 ========      =======
</TABLE>
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,
2002.

Stock-based Compensation

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

Employee  Stock-based  compensation plans are accounted for, using the intrinsic
value   method  prescribed  in  Accounting  Principles  Board  Opinion  No.  25,
"Accounting for  Stock  issued  to  Employees".  Under this method, compensation
cost is recognized  based on the excess of the fair value at the grant dates for
awards   under  those  plans,  as  determined  by  the  Company's  officers  and
directors. The intrinsic market value of such  share  were deemed negligible for
year  ended  December  31,  2002,  resulting  in  no increase in compensation or
shareholder equity.

Recognition of Revenues.

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

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

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

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

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

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

The  customer  has  the  option  to  purchase  a  maintenance contract from the
Company.  Revenues   from   maintenance  component  are  deferred  and  brought
recognized income ratably over the maintenance service period. Currently, there
are no  such contracts in existence. The Company's proposed maintenance charges
as based  on  vendor  specific  evidence  of fair value. During the fiscal year
ended December 31,  2001,  the company  sold software licenses in the amount of
                                         8
<PAGE>
$150,000  to  Tenet  Health  Systems,  Medical,  Inc.

Software Development Cost

Software development costs are charged to current operations

Fair  Value  of   Financial  Instruments  and  Concentration  of  Credit  Risk.

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

Deferred  Costs   Related  To  Proposed  Public  Offering.

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

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

Income  Taxes

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

Basic and Diluted Net  Loss  Per  Common  Share.

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

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

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

Recent Accounting Pronouncements

In  June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities"  which  was  amended by SFAS No. 137. The
Company  is  required  to  adopt  this  new standard in April 2001. SFAS No. 133
establishes  methods  of  accounting  for  derivative  financial instruments and
hedging  activities  related  to  those  instruments  as  well  as other hedging
activities.  Because  the  Company  currently  holds  no  derivative  financial
instruments  and  does  not  currently engage in hedging activities, adoption of
SFAS  No.  133 is expected to have no material impact on the Company's financial
condition  or  results  of  operations.

                                         9
<PAGE>
In  April  1998,  the  American Institute of Certified Public Accountants issued
Statement  of  Position  98-5, "Reporting on Costs of Start-up Activities" ("SOP
98-5"),  which  is effective for fiscal years beginning after December 15, 1998.
SOP  98-5  requires  that costs of start-up activities and organization costs be
expensed  as  incurred.  The  adoption of SOP 98-5 had no material effect on the
Company's  financial  position  or  results  of  operations.

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

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

Note 3.  RELATED  PARTY  TRANSACTIONS

During the second quarter of 2002, the registrant sold all the intellectual
property  rights of ICE(tm) software including the source-code to Meridian
Holdings, Inc., an affiliated Company in the amount of $325,000.

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".

NOTE  5.  LEGAL  FEES

The  Company  has also agreed to pay Mr. Randolph Katz, Esq., of Bryan Cave LLP,
for his legal Services in connection to our initial public offering as invoiced,
which as of this  writing  is  approximately  $25,000.

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




























                                        11
<PAGE>