UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON,  D.  C.  20549

                                  FORM  10-KSB

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

          For  the  Fiscal Year Period Ended       December  31,  2000

       (   )     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,  2000,  InterCare.com-dx,  Inc., Registrant had 11,000,000
shares  of  its  zero  par  value  common  stock  outstanding.
                                        Page 1 of 37 sequentially numbered pages
                                                                     Form 10-KSB
                       Annual Report For The Fiscal Year Ended December 31, 2000


















                                TABLE OF CONTENTS
                                                                    Page Number
PART  I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Business  Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Vision  and  Mission . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

Market  &  IT  Trends . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

The  Current  Healthcare  Information  System  Market . . . . . . . . . . . . 3

Benefits  of  Medmaster  Products  to  Healthcare  Payors  and Providers: . . 4

Our  Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Our  Competitive  Advantage . . . . . . . . . . . . . . . . . . . . . . . . . 6

Our  Product  Features  and  Benefits . . . . . . . . . . . . . . . . . . . . 7

Market  Presence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Future  Growth  of  Our  Business  Model . . . . . . . . . . . . . . . . . . 13

Our  Other  Products  and  Services . . . . . . . . . . . . . . . . . . . . .14

Our  Internet  Business  Strategy . . . . . . . . . . . . . . . . . . . . . .15

Strengths  and  Weaknesses . . . . . . . . . . . . . . . . . . . . . . . . . 16

Competition  in  the  New  Market  Space . . . . . . . . . . . . . . . . . . 17

Market  segment  focus . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Product  Packaging  &  Pricing . . . . . . . . . . . . . . . . . . . . . . . 18

The  ASP  model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18

MedMaster  Virtual  Community  Solution  Vision  &  Scope . . . . . . . . . .19

General  Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

The  Enterprise  Software  application . . . . . . . . . . . . . . . . . . . 19

Anytime  &  Anywhere  Secure  Access  by  Authorized  Enterprise  Users . . .20

Secure  Access  by  Non-affiliated  Care  Providers . . . . . . . . . . . . .21

Health  Plan  Member  Anytime  &  Anywhere  Secure  Access . . . . . . . . . 21

Medical  Content . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

General  Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

Management  of  Potential  Growth . . . . . . . . . . . . . . . . . . . . . .22

New  Business  Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

International  Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Business  Combinations  And  Strategic  Alliances . . . . . . . . . . . . . .23

Rapid  Technological  Change . . . . . . . . . . . . . . . . . . . . . . . . 23

Revenue  Projections . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Legal  Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Submission  of  Matters  to  a  Vote  of  Security  Holders . . . . . . . . .26

PART  II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Market  for  Registrant's  Common Equity and Related Stockholder Matters . 26

Selected  Financial  Data . . . . . . . . . . . . . . . . . . . . . . . . .26

Management's  Discussion  and Analysis
of the Financial Condition and Results of Operations . . . . . . . . . . . 26

Liquidity  and  Capital  Resources  of  the  Company. . . . . . . . . . . .26

Results  Of  Operations . . . . . . . . . . . . . . . . . . . . . . . . . .26

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Cost  Of  Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Sales  And  Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . .27

Product  And  Content  Development . . . . . . . . . . . . . . . . . . . . 27

General  and  Administrative . . . . . . . . . . . . . . . . . . . . . . . 27

Operating  Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27

Net  Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28

Liquidity  And  Capital  Resources . . . . . . . . . . . . . . . . . . . . 28

Plan  Of  Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Quantitative  and  Qualitative  Disclosures  About  Market  Risk . . . . . 29

Financial  Statements  and  Supplementary  Data . . . . . . . . . . . . . .29

Changes  in  and  Disagreements  With  Accountants  on
Accounting and Financial Disclosures. . . . . . . . . . . . . . . . . . . .29

PART  III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

Directors  and  Executive  Officers  of  the  Registrant . . . . . . . . . 30

Term  and  Classification  of  Board  of  Directors . . . . . . . . . . . .30

Options/SAR  Grants  in  Last  Fiscal  year . . . . . . . . . . . . . . . .33

Security  Ownership  of  Certain  Beneficial  Owners  and  Management . . .33

Meetings  And  Committees  of  The  Board  of  Directors . . . . . . . . . 34

Certain  Relationships  and  Related  Party  Transactions . . . . . . . . .34

Exhibits,  Financial  Statement  Schedules  and  Reports  of  Form  8-K . .35

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Exhibit  99.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36

INDEPENDENT  AUDITOR'S  REPORT . . . . . . . . . . . . . . . . . . . . . . 37











PART  I
                                Business Overview

InterCare.com-dx,  Inc., ("InterCare") formerly known as Inter-Care Diagnostics,
Inc.,  is  organized  in  the State of California. We are an innovative software
products  company  specializing in state-of-the-art enterprise solutions for the
healthcare  IT  market.

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  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.

InterCare  as  a  value-added reseller, develops, markets, provides professional
services  and  supports  for  the  MedMaster'  -  a  clinically-focused,
multi-disciplinary  enterprise  solution  targeting  a  variety  of  large-scale
healthcare organizations. These include: Integrated Healthcare Delivery Networks
(IHDNs),  hospitals,  HMOs  and  large  clinics.

MedMaster'  products  offer  a lifetime electronic patient record, clinical data
repository  and integrated clinical applications spanning the continuum of care.
Healthcare  providers can access patient information, invoke rules and standards
of  care,  manage  cost  and  care delivery, as well as maintain compliance with
regulatory  documentation  and  payment  requirements.  They  have been designed
specifically  for  clinicians  and  healthcare  decision-makers.

By  uniquely  separating  medical  knowledge  databases (MKB) from applications,
applications  take  on  the  attributes  of  the MKB's incorporated into the CDR
(Central Data Repository) allowing personalization to individual end-users while
preserving a common look and feel across applications. The fifteen (15) years of
development  that  went  into MedMaster has resulted in a comprehensive array of
functionality  that  leverages  technology,  care  delivery  processes and human
interface  needs  in  a  manner  that  personalizes the system according to each
individual's  expectations  and  preferences  without changing application code.

The  strength  of  MedMaster  applications  is  derived from differentiated core
technologies  consisting of: a virtual, multi-media, object database (VMDB) that
is  self-indexing  and  does not require Data Base Administrators; 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 and the
inclusion of data from these system into the MedMaster CDR for a single point of
access  to  merged  information.  Over 10 years of research and development have
been  spent  in  the  development  of  MedMaster software. InterCare's MedMaster
product  suite  includes:

-     ClinicMaster  -  Outpatient/Ambulatory  Care  Solution
-     WardMaster  -  Inpatient/Acute  Care  Solution
-     CareMaster  -  Interdisciplinary  Pathways,  Care  and  Quality Management
      Solution
-     BaseMaster  -  Medical  Knowledge  Base  Administration
-     ImageMaster  -  Multi-media  Archiving  Solution
-     IntegrationMaster  -  Bi-directional  Interface  Engine
-     DataMiner  -  End-user  Data  Query,  Data  Mining  and Reporting Solution
-     VMDB  -  Client/Server  Virtual  Multi-object  Architecture  Data  Base
      Management  Solution.
                                               1
<PAGE>

The  MedMaster  enterprise  solution  is operational since Q3/1997 and had since
been  licensed  for  over  2,000 care providers by prestigious customers such as
Tenet Healthcare (USA's second largest hospital management chain) and UHS (large
IHDN  in  New  York  State).  InterCare  is  in  the  midst  of  the  process of
transitioning its MedMaster to the Internet. Thus, the company is now positioned
to  become  a  lead player in providing multi-lingual, Internet/Intranet virtual
community solutions, facilitating a new level of participation, contribution and
communication  between  consumers, care providers and payers. InterCare, lead by
executives  with  a proven track record in the healthcare IT industry, currently
employs  63  professionals  in  Israel  and  the  U.S.

In  order  to  comply  with  HCFA,  HIPAA and other tightening Federal and State
regulations,  a  typical  mid-sized IHDN / hospital (300 beds) needs to invest a
direct  capital  investment  of  $4M  - $6M in an EMR/CDR solution over a 5 year
period.  This  huge  capital  investment  includes  the purchase of hardware and
software licenses, professional implementation / process re-engineering services
and  on-going  critical  support  services,  all  comprising  a  turnkey EMR/CDR
enterprise  solution. The majority of this capital investment occurs during year
1  of  the  project, while ROI (Return-On-Investment) is expected to be realized
only  in  much  later  stages.  Thus,  the  scope  of both internal and external
investment mandated by selecting any specific EMR/CDR solution, exposes decision
makers  to  significant  personal risk in case of future failure. This is one of
the  prime reasons why EMR/CDR solutions' evaluation processes take forever, and
frequently  end  up  with  no  decision  purchase  at  all.

InterCare  has  now  transitioned  the  MedMaster  enterprise  solution  to  the
Internet.  This  transition  was  augmented  by  two  strategic moves planned by
InterCare,  expected  to  improve the company's position and competitive edge in
this new market space. The two moves are: (a) extending the current scope of the
MedMaster  enterprise  solution  to  support  a  virtual  community  scope. This
includes  extensive support within MedMaster to facilitate participation of both
consumers  and  non-affiliated  care  providers, enabling their full integration
into  the  entire  continuum-of-care  process,  and (b) adopting a leasing-based
pricing model, based on a per-user monthly fees structure, which facilitates the
parallelism  of  operational  expenditures  with  expected  ROI
(Return-On-Investment).  Augmented by innovative product re-packaging planned by
the company, InterCare expects to soon offer its broader-functionality MedMaster
solution  at  highly  competitive,  per-user  monthly  fees.

The  U.S.  healthcare  market is undergoing a transition from fee-for-service to
managed care. This transition involves increased exposure to financial risks for
healthcare  providers,  requiring  improved  control  over  outcomes  and  cost
generation throughout the entire continuum-of-care. The U.S. Government, through
new  HCFA  and  HIPAA regulations accepted since 1996, will tighten its on-going
inspection  of  medical records documentation quality. US physicians who fail to
maintain  necessary  levels  of  clinical  documentation  are expected to suffer
substantial  fines. In a recently held survey, 65% of 1,200 hospital CIOs (Chief
Information  Officers)  interviewed  had  indicated  that  clinician  oriented
Computerized Patient Record (CPR) or Central Data Repository (CDR) solutions are
their primary purchase priority (Hewlett Packard at the HIMSS trade show, 1997),
averaging  $4M-$6M  per  contract.  Consequently,  the  U.S.  market for CPR/CDR
products  and  professionals services is in the process of growing from $150M in
1996  to  an  estimated  $1.8B  by  the  year  2,000 (Robertson Stephens, 1997).

Only  a  handful  of  the  leading U.S. healthcare legacy systems vendors are in
practice  coping  with the magnitude of the enterprise-wide, distributed CPR/CDR
challenge.  To  date,  none  of  these  "conventional"  vendors have been proven
successful  in  implementing  an  enterprise-wide  EMR/CDR  solution,  where  a
significant  number  of  multi-disciplinary  clinicians  concurrently  use  the
solution  in  a  real-time  fashion  at  the  point-of-care  throughout  the
continuum-of-care.  InterCare's  technological  edge  has  enabled  MedMaster'
customers  to complete the installation, set-up and system integration effort of
MedMaster  CDR  within  3  months  from  project  kick-off.  InterCare  is  also
positioned to leverage on MedMaster's 12-tier patient security paradigm, as soon
as  the  new US Federal regulations (HIPAA) turmoil on patient data security and
confidentiality  settles  down.


                                               2
<PAGE>


The  company  is  currently  looking  to  raise  a  total of $25M from financial
investors  through  an  initial  public  offering  of  its  common  stock.  This
investment  will  be  primarily used to improve cash flow and launch a strategic
marketing  and  sales  plan in the healthcare IT enterprise market, with special
focus  on  small  to  mid-range  IHDNs. InterCare marketing and sales activities
during 2000 and 2001 are expected to further position InterCare as a significant
player  in  the  Internet-centric,  EMR/CDR  enterprise  solutions  market.

                               Vision and Mission

InterCare's  vision  is  to  have  a  significant  impact,  through  innovative
information  technology  and  professional  services,  on all people involved in
healthcare  delivery.  InterCare's  mission  is  to provide significant value to
management,  clinicians,  payers  and  patients  by  facilitating  continuous
improvement  in  the  quality of care, control over operations, reduction of the
cost  of  care  and  minimization  of  medico-legal  exposures and reimbursement
difficulties.

                               Market & IT Trends

Since 1994, the U.S. healthcare market has been undergoing a transition from the
fee-for-service  era  to  the  managed  care  era.  As  a  result  of escalating
competition  under managed care, disparate healthcare providers are merging into
IHDNs  (Integrated  Healthcare  Delivery  Networks).  Clinicians  are  thus
increasingly  pressurized by IHDNs management to improve outcomes while reducing
cost.  Clinician  oriented  CPR/CDR  solutions  are perceived by IHDNs' decision
makers  as a major tool in encouraging clinicians to improve outcomes and reduce
cost  at  the  point-of-care, where over 80% of the IHDN's variable expenses are
generated.  These  market  transitions  result  in  a growing demand for CPR/CDR
solutions  in  the  U.S.  healthcare  IT  market.

In  1996,  expenditures  on CPR/CDR solutions reached $150M, and are expected to
grow  to  $1.8B by the year 2,000 (Robertson Stephens, 1997). With approximately
6,000  commercial hospitals and 500,000 practicing physicians in the U.S., total
market  potential  for CPR/CDR solutions' product licenses alone is estimated at
over  $100  Billion  (in  the  U.S.  only). To date, less than 1% of that market
potential  for CPR/CDR solutions has been penetrated. In addition, no healthcare
IT  vendor  has yet implemented a fully-integrated, enterprise-wide, distributed
CPR/CDR  solution,  operated  by  clinicians  in  an  on-line  fashion  at  the
point-of-care  throughout  the  continuum-of-care.

The  U.S.  healthcare  IT  market  was dominated by a handful of legacy solution
providers  of  the  old,  fee-for-service era. Most legacy IT solutions focus on
billing,  administration  and ancillary operations whilst storing non-structured
data  in  isolated, inaccessible, and (frequently) automatically deleteable data
repositories. The most critical problem of these antiquated systems is that they
do  not  provide  support for clinicians' data needs and complex workflow at the
point-of-care,  and  indeed do not provide support for the continuum-of-care. It
is  becoming  obvious  to  all  professionals  involved  in  modernizing medical
organizations  that  the  legacy  IT  solutions  inherently  fail to support the
emerging  needs  of  IHDN  enterprises  operating  under  managed  care.

                The Current Healthcare Information System Market

InterCare.com-dx  participates  in  a large and growing marketplace domestically
and  internationally.  The US healthcare information systems and services market
currently  represents  a  $20  billion  annual market. Electronic Medical Record
(EMR),  CDR  and  clinical  systems,  being  a  part  of  an emerging arena, are
accountable  for  $2  US  Billion of this sum Clinical systems' market volume is
expected  to  accelerate its growth starting Q3/2000, after Y2K effects are over
The  EMR  /  CDR market is primarily dominated by large scale players (see table
below).  These  players  primarily emerged from a prior dominant position in the
administrative,  financial and clinical ancillary market segments for enterprise
healthcare  IT  software  programs.



                                               3
<PAGE>


In  the  past  few  years,  resulting  from  the rapid growth of the Internet, a
variety  of  young  companies emerged and quickly became dominant players in the
Healthcare  IT  terrain.  Healtheon-WebMD is the most dominant new player in the

e-health's  administrative  and  financial arena. Healtheon-WebMD incorporates a
crop  of  young  e-health  corporations acquired through M&As. Another important
player, MedicaLogic, until 1998 a traditional ambulatory EMR player, made a bold
strategic  move  to  the  Internet in 1998. MedicaLogic's current strategy is to
provide  an  Internet-based  EMR software programs for sole practitioners in the
ambulatory  setting,  primarily  due to its inability to support complex EMR/CDR
enterprise  software  programs.

In  light of these rapid market transitions, each of the dominant legacy players
is  executing  a  different  strategy  to  capture  a leadership position in the
emerging e-health market. The most pro-active e-health players are Eclypsis, IDX
and  McKesson-HBOC.  Yet,  each  of  these  players  has  thousands  of existing
customers  operationally  using  its  legacy  systems.  Thus,  their  e-health
transition  strategy  is  slow  both technically and business wise. There are no
specific  figures available for estimating the portion of Internet EMR/CDR sales
within  the  annual  $2  US  Billion  sales  of traditional EMR/CDR and clinical
systems. Yet, it is prudent to assume that it is still below the 10% mark. Thus,
the  sales  of  traditional  (legacy) enterprise EMR/CDR software programs still
dominate  the  market and are expected to continue such dominance for quite some
time.

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

Point of Care Documentation

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

Order  entry  and  results  reporting

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

Imaging and general archiving

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

Multi-disciplinary  Clinical  decision  support

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

Clinical  workflow  and  productivity  management

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

Care  provider  communication  management

On-line, simplified message routing and communication that interfaces to e-mail,

                                               4
<PAGE>


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  MedMaster  .

Medical  knowledge  base  /  lexicon

Multiple  third-party  knowledge  bases and lexicons can be readily incorporated
into  MedMaster  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 MedMaster and legacy systems to facilitate
data  merging,  data  normalization  and  information  consolidation.

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

-     The  various  medical  professions  (i.e.  physician,  nurse,  therapists,
technologists,  dietician,  etc.)

-     The  various  medical  specialties (i.e. Primary care, OB/Gyn, Pediatrics,
Surgery,  etc.)

-     The  various  facility  types (i.e. acute care, ambulatory care, long term
care  and  home  care)

MedMaster  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.  MedMaster'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.



















                                               5
<PAGE>


OUR COMPETITION
<TABLE>
<CAPTION>
<BTB>                        InterCare     McKesson HBOC    SMS     Cerner     IDX      Meditech   Eclypsis
<S>                        <C>           <C>               <C>     <C>       <C>       <C>        <C>
Product Category
EMR-acute care                   +             +             +/-      +            +       +/-          +
EMR-ambulatory care                +             +                      +/-          +/-
Medical specialties support        +             +                      +/-                             +/-
Orders and results                 +             +             +        +            +         +        +
Care standards                     +             +             +/-      +            +         +/-      +
Clinical workflow/desktop          +             +                      +/-          +/-                +/-
Clinicians communication/messaging +
Clinical data repository           +             +/-           +/-      +            +/-       +/-      +
Administrative data repository     +/-           +             +        +            +         +        +
CDR data mining/reporting          +             +/-           +/-      +            +                  +
System integration engine          +             +             +        +                               +
Medical Knowledge Base             +                                                                    +
Internet Support                   +/-           +                      +/-          +/-                +/-
Order entry                        +             +             +        +            +         +        +
Result reporting                   +                           +                     +
Pathways & care plans              +                                    +                      +        +
Protocols                          +             +             +        +            +
Staffing                                         +
Quality management                 +             +             +                                        +
Outcomes management                +             +                                                      +
Clinical documentation             +             +             +        +            +         +        +
Nursing                            +                           +
Ambulatory care workstation        +             +             +        +            +                  +
Physician desktop                  +
Nurse desktop                      +
Ancillary                                                                            +
Transcription
Home care                          +/-           +             +                             +
Long term care                     +/-           +             +
Master enterprise patient index    +/-           +             +                             +
<FN>
+/-= Partial Support
</TABLE>

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

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

OUR COMPETITIVE ADVANTAGE

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

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

    -  OUR  STRATEGIC  PARTNER  STRENGTH.
      Partnerships  with  CGI Communications  Services, Inc., our parent company
      Meridian  Holdings, Inc.,  Netsales, Inc., Ingram-Micro Inc., DigitalRiver
      Corporation,   Microsoft   Corporation,   HealthCPR   Technologies,  Inc.,
                                               6
<PAGE>


      Healthcare.com, Inc.,  and United Information Systems, Inc.,  will give us
      the  ability  to  deliver  our  software  products  faster  and at a lower
      cost  than  the  competition

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

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

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

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

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

Our  Product  Features  and  Benefits

MedMaster(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

MedMaster  is  not an aggregation of unrelated and disintegrated legacy products
acquired  through  M&As.  MedMaster  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 MedMaster  products is inherently integrated (data model and
business  rules  alike)  with  the  other  products, and the underlying CDR/MKB.

Human  anatomy,  point-and-click  data  entry

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

Multi-level,  programming-free  customization

Support  of  six  customization  (sub-classing)  levels:  Default (starter MKB),
Enterprise,  Site,  Unit,  Sub-unit and Individual user. Automatic upward object
Search  if  a  lower  level  application  object  is  not  found.  Over  100,000
application  and  MKB  objects  in  the object database are customizable without
programming  during  application  runtime.


                                               7
<PAGE>


Customizable,  component-based  architecture

Multi-tier,  common   enterprise   architecture  for  all  MedMaster  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  MedMaster's  master central data repository engine(s) serve the multitude
of  concurrent enterprise users, its live backup(s) simultaneously 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  MedMaster CDR prior to  any MedMaster application
implementation.

Market  Presence

To  date,  the  MedMaster(tm)  software  program  is in different implementation
phases  in  5  accounts:

Tenet  Healthcare
-----------------

Tenet  healthcare licensed the inpatient nursing  modules  of  MedMaster(tm) for
five  of its hospitals. The first hospital-Los-Angeles based  USC (University of
Southern  California)  which  went  live  on  December  8,  2000.

United  Health  Services
------------------------

An  integrated  healthcare  delivery  system  located  in  Binghamton, New York,
representing  4  hospitals  and  50  clinics, have unlimited enterprise license.

The  Waterbury  Hospital
------------------------

An  integrated  delivery  system  from  Waterbury,  Connecticut,  have unlimited
Enterprise  license for MedMaster(tm) CDR which has been fully operational since
Q3/1997.

Armstrong  County  Memorial  Hospital
-------------------------------------

A hospital located in Kittaning, Pennysylvania, have 60 MedMaster(tm) ambulatory
Licenses,  which  has  been  operational  since  Q3/1999.

Meuhedet
--------

An HMO located  in  Tel Aviv,  Israel,  has  unlimited  MedMaster(tm) ambulatory
Licenses for 100 HMO-owned clinics. Over 20 physicians in 4 sites  work  on-line
                                               8
<PAGE>
(paperless)  with  the  system  since  Q1/1999.

MedMaster  products  list-price  for  the  U.S.A  and  Puerto  Rico

The  MedMaster  products  list-price will be in effect until June 30th , 2000 or
until  Meridian  Holdings,  Inc., publishes a new generally available list-price
for  North  America.
The  list-price  provides  the  means  to  determine  MedMaster
products  licenses  for  the  following:

1.     MedMaster  Central  Data  Repository                    Hospital
2.     MedMaster  acute  care  /  sub  acute  /  inpatient          Hospital
3.     MedMaster  ambulatory  care  / outpatient                Hospital/clinics
4.     MedMaster  nursing                                      Hospital/clinics
5.     MedMaster  imaging  archiving                           Hospital/clinics

1.     MedMaster  Central  Data  Repository

     This section relates to the licensing of the software components comprising
the  MedMaster  Central  Data  Repository  software program in a single hospital
setting  or  multi-hospital  IHDN  (Integrated  Healthcare  Delivery  Network)
setting. The price of the MedMaster CDR licenses is dependent upon the aggregate
number of acute /sub-acute care / long term care beds of the purchasing customer
+  the number of users  in  outpatient  /  ambulatory care / home care connected
to  the  MedMaster  CDR.  For  calculation  purposes,  every  5  users  in  the
outpatient / ambulatory care  /  home  care  settings  privileged  to access the
MedMaster  CDR  shall  be  considered  a  single  bed.
     The  basic MedMaster Central Data Repository licenses granted, will include
the  following  products  and  associated  quantities:

     -  1  IntegrationMaster  Master  Engine  (Inbound Engine & Outbound Engine)
           "Shell"     product  license
     -  1  IntegrationMaster  Master  Engine  configuration  application product
           license
     -  1  IntegrationMaster  Master  Engine  remote-control application product
           license
     -  1  license of initial MedMaster Medical Knowledge Base /Lexicon (without
           formulary)
     -  1  license  of  initial  MedMaster  CDR databases (excluding Multimedia)
     -  1  license  of  VMDB  Engine  (Registry  database)
     -  1  license  of  VMDB  Engine  (Master  CDR  Server)
     -  1  license  of  VMDB  Engine  (Master  MKB  Server)
     -  1  license  of  VMDB  Engine (IntegrationMaster Control Database Server)
     -  3  VMDB  Registry  application  product  licenses
     -  3  VMDB  Data  Dictionary  application  product  licenses
     -  3  VMDB  Administrator  application  product  licenses
     -  3  BaseMaster  product  licenses
     -  3  DataMiner  product  licenses
<TABLE>
<CAPTION>
Hospital / IHDN Aggregate Bed Size       Price per Bed
<S>                                        <C>
      1 - 100 beds                           $2,995
      101 - 200 beds                         $2,895
      201 - 300 beds                         $2,795
      301 - 400 beds                         $2,695
      401 - 500 beds                         $2,595
      501 - 600 beds                         $2,495
      601 - 700 beds                         $2,395
      701 - 800 beds                         $2,295
      801 - 900 beds                         $2,195
      901 - 1,000 beds                       $2,095
    1,001 - 1,250 beds                       $2,045
    1,251 - 1,500 beds                       $1,995
    1,501 - 1,750 beds                       $1,945
    1,751 - 2,000 beds                       $1,895
    2,001 - 2,500 beds                       $1,845
    2,501+ beds                              $1,795
</TABLE>
                                        9
<PAGE>
       Add-ons MedMaster(TM) Central Data Repository Product Licenses List-price
       -------------------------------------------------------------------------
<TABLE>
<CAPTION>
Add-on / Additional Product Options                          Price
<S>                                                         <C>
                Live, loosely-coupled MedMaser(TM) MKB/CDR
                Backup Server products, including: (a) VMDB(TM)
                Journal Server (b) MedMaster(TM) MKB VMDB(TM)
                Backup Engine, and (c) MedMaster(TM) CDR Backup Engine     15% from base MedMaster(TM) CDR
                                                                        licenses cost

               IntegrationMaster(TM) Backup Engine + Configuration
               application + Remote control application                 5% from base MedMaster(TM) CDR
                                                                        licenses cost
       Additional BaseMaster(TM) product license                  $4,995 per seat
       Additional DataMiner product license                       $4,995 per seat
       Additional VMDB(TM) Registry product license               $1,995 per seat
       Additional VMDB(TM) Data Dictionary product license        $1,995 per seat
       Additional VMDB(TM) Administrator product license          $1,995 per seat
</TABLE>

2.     Acute care / sub acute care / inpatient workstation licenses (WardMaster)

     This  section  relates  to MedMaster clinical workstation products licenses
sale  for  acute  care / sub-acute care / inpatient / long term care to a single
hospital  /  multi-hospitals  operating  under  an  IHDN  (Integrated Healthcare
Delivery  Network)  setting.  This  section  provides  for  WardMaster licenses,
excluding  CareMaster  (Pathways, Care plans, Cost, Staffing and Quality control
functionality). Cost of licenses shall be calculated per the aggregate number of
acute  care  / sub acute care / inpatient / long term care beds in the hospitals
purchasing  the  licenses  under a single purchase contract. WardMaster licenses
purchase  require  at  the  minimum  the purchase of at least base MedMaster CDR
licenses:
<TABLE>
<CAPTION>
Hospital / IHDN Aggregate Bed Size     WardMaster(TM) Price per Bed
<S>                                              <C>
              1 - 100 beds                          $5,995
            101 - 200 beds                          $5,845
            201 - 300 beds                          $5,695
            301 - 400 beds                          $5,545
            401 - 500 beds                          $5,395
            501 - 600 beds                          $5,195
            601 - 700 beds                          $5,045
            701 - 800 beds                          $4,895
            801 - 900 beds                          $4,745
            901 - 1,000 beds                        $4,595
          1,001 - 1,250 beds                        $4,495
          1,251 - 1,500 beds                        $4,395
          1,501 - 1,750 beds                        $4,295
          1,751 - 2,000 beds                        $4,195
          2,001 - 2,500 beds                        $4,095
          2,501+ beds                               $3,995
</TABLE>

3.     Ambulatory  care  /  outpatient  workstation  licenses  (ClinicMaster)

       This  section  relates  to  a  MedMaster  clinical  workstation  products
licenses  sale  for  outpatient  /  ambulatory  care  /  home  care units and/or
practices  to  a  single  hospital  /  multi-hospitals  operating  under an IHDN
(Integrated  Healthcare  Delivery  Network)  setting.  This section provides for
ClinicMaster  licenses,  excluding  CareMaster  (Pathways,  Care  plans,   Cost,

Staffing  and  Quality  control  functionality).  Cost  of  licenses  shall   be
calculated  per  the  number  of  aggregate  users in the outpatient clinics and
affiliated  practices  in  the  hospitals purchasing the licenses under a single
                                        10
<PAGE>

purchase  contract.  ClinicMaster  licenses  purchase require at the minimum the
purchase  of  at  least  base  MedMaster  CDR  licenses:

<TABLE>
<CAPTION>
Number of Aggregate Users                Price per registered user
<S>                                        <C>
  1 -  50 users                                $2,995
 51 - 100 users                                $2,895
101 - 150 users                                $2,795
151 - 200 users                                $2,695
201 - 250 users                                $2,595
251 - 300 users                                $2,495
301 - 350 users                                $2,395
351 - 400 users                                $2,345
401 - 450 users                                $2,295
451 - 500 users                                $2,245
501 - 600 users                                $2,145
601 - 700 users                                $2,045
701 - 800 users                                $2,195
801 - 900 users                                $2,095
901 - 1,000 users                              $2,045
1,001+ users                                   $1,995
</TABLE>
4.     MedMaster  Nursing  workstation  licenses  (CareMaster  functionality)

     This  section  relates  to  a  MedMaster  add-on nursing module licenses as
incorporated and fully integrated in either ClinicMaster and/or WardMaster. This
add-on  module, incorporates a large variety of functionality tightly integrated
and  inter-operated  with  ClinicMaster / WardMaster, amongst it nursing orders,
results,  nursing  unit  floor  activity  support,  pathways,  care  plans,
pathways-to-care  plans  automatic  conversion, care plans-to-pathways automatic
conversion, enterprise-wide multi-level and multi-disciplinary cost calculation,
qualify  control,  quality  assurance,  etc. This add-on module was designed and
developed  for  hospitals  and  integrated  healthcare  delivery  networks,
implementing a lifetime patient record throughout  the entire continuum-of-care.

     When  incorporated  in  WardMaster, the cost of this add-on module shall be
calculated  per the number of inpatient / acute care / long-term care beds under
a  single  licenses  purchase  contract.  If  this  module  is  incorporated  in

ClinicMaster  for  usage  in  outpatient / ambulatory care / home care settings,
then  each  3  users  of this add-on module shall be considered a single bed for
calculating  the  licenses  cost.

     The  cost  of  licenses  provided  in  this  section  does  not include any
knowledge  base  licenses  or  services,  which  shall  be  (if requested by the
customer)  become  a  part  of the implementation services of the final contract
with  the customer. It is made clear, that this add-on module cannot be licensed
by  the  customer  without  first licensing the MedMaster CDR, WardMaster and/or
ClinicMaster.
<TABLE>
<CAPTION>

Hospital / IHDN Aggregate Bed Size        CareMaster(TM) Price per Bed
<S>                                     <C>
  1 - 100 beds                              $2,495
101 - 200 beds                              $2,445
201 - 300 beds                              $2,395
301 - 400 beds                              $2,345
401 - 500 beds                              $2,295
501 - 600 beds                              $2,245
601 - 700 beds                              $2,195
701 - 800 beds                              $2,145
801 - 900 beds                              $2,095
901 - 1,000 beds                            $2,045

                                        11
<PAGE>

1,001 - 1,250 beds                          $1,995
1,251 - 1,500 beds                          $1,945
1,501 - 1,750 beds                          $1,895
1,751 - 2,000 beds                          $1,845
2,001 - 2,500 beds                          $1,795
2,501+ beds                                 $1,745
</TABLE>

5.     MedMaster  Imaging  Archiving  licenses  (ImageMaster)

      This  section  relates  to  a  MedMaster  functionality  in  providing:
-     Storage  of  images  in  the  MedMaster  CDR
-     Retrieval  of  images  from  the  MedMaster  CDR
-     Imaging  archiving  storage  functionality  into  the  MedMaster  using
      ImageMaster
-     Imaging  archiving  retrieval  functionality  from  MedMaster  CDR,  using
      ImageMaster  and  the  licensed  WardMaster  /  ClinicMaster
-     Linking  images to patients' open orders and results in the MedMaster CDR,
      using  ImageMaster  and  the  licensed  WardMaster  /  ClinicMaster

     This  section  relates  to  the  sale  for  imaging  storage  and retrieval
functionality  to  a  single  hospital / multi-hospitals operating under an IHDN
(Integrated  Healthcare  Delivery  Network)  setting.  This section provides for
ImageMaster  licenses.  Cost  of  licenses shall be calculated per the aggregate
number  of beds in the hospitals purchasing the licenses under a single purchase
contract.  If  usage  of  ImageMaster  is  required  in  the  ambulatory  care /
outpatient  settings in addition to its use in the acute care / sub acute care /
inpatient  settings, then every 3 ImageMaster users shall be considered a single
bed.  ImageMaster  licenses  purchase  require at the minimum the purchase of at
least  base  MedMaster  CDR  licenses:

<TABLE>
<CAPTION>
Hospital / IHDN Aggregate Bed Size      ImageMaster(TM) Price per Bed
<S>                                    <C>
  1 - 100 beds                          $1,195
101 - 200 beds                          $1,165
201 - 300 beds                          $1,135
301 - 400 beds                          $1,105
401 - 500 beds                          $1,075
501 - 600 beds                          $1,045
601 - 700 beds                          $1,015
701 - 800 beds                          $975
801 - 900 beds                          $945
901 - 1,000 beds                        $915
1,001 - 1,250 beds                      $885
1,251 - 1,500 beds                      $855
1,501 - 1,750 beds                      $825
1,751 - 2,000 beds                      $785
2,001 - 2,500 beds                      $755
2,501+ beds                             $725
</TABLE>
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.

                                        12
<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  2002,  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
                                        13
<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  OTHER  PRODUCTS  AND  SERVICES

InterCare.com-dx,Inc.,  also  offers  the  full  Mirage  Systems  Interactive
Multimedia  Biofeedback  Interface, the Stress Profiling and  the Trigger Points
programs, originally  developed in  1993. The Trigger point program is currently
sold  as  a  downloadable  product  over the Internet, via the Digital River and
Netsales Inc. Internet  website.  A  hard-copy  version  of  the program is also
available  for purchase  via  the  Company's  website.  Given  the rapid rate of
change  in  both  hardware  and software technology, these  programs  are at the
outskirts of their useful shelf  lives. Our  current  efforts  are  targeted  on
taking  advantage  of  our  strengths in  the  application  of  high  technology
in  the  following  areas:

       -  The  development  and/or  acquisition,  through licensure or purchase,
          of  a  low-cost  physiological  monitoring  device  as  the   hardware
          component  for  a  PC-based,  executive and consumer-level biofeedback
          device.

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

       -  The  development,  through  licensing and/or acquisition, of streaming

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

       -  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.

                                        14
<PAGE>


OUR  INTERNET  BUSINESS  STRATEGY

The  Vision

General

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

For  care  providers

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

For  consumers  /  patients

Facilitate  and  encourage  consumer/patient  participation in the care delivery
process  through  Internet  technologies.  Facilitate  anytime & anywhere secure
access  to the patient's lifetime medical record as maintained by the healthcare
enterprise. Enable the consumer/patient to obtain a variety of services from his
care  providers and from the healthcare enterprise.  Facilitate consumer/patien
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 MedMaster 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  MedMaster  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
                                        15
<PAGE>


into this century. A typical healthcare IT sales contract  in  this market space
requires  significant  capital  investments  by  the  customer,  and  places the
entire risk  on  the  customer.  (Meta  Group  estimates  that 5-year healthcare
IT costs are  ~$100M per a typical Hospital in the US, with 70% of the  software
programs purchased failing expectations  and  replaced  within  2-3  years.  The
MedMaster software program offers significant advantages  over  the  competition
in a variety of technical and functional aspects  required  from  an  enterprise
EMR/CDR software program. Yet, the market's  immaturity  and  the extent of risk
involved with significant  up-front  capital  investments,  makes  it  a greater
challenge for Intercare.com-dx  to  successfully  play  in  this  market  space.

New  Market  Space  Spot
With  the  transition  of  its  enterprise  software program  to  the  Internet,
and  the  expansion  of  its  solutions'  scope  to incorporate support for both
consumers  and  payers, InterCare  is  now  re-positioning its offering  into  a
new market space: eHealth Virtual  Community Solution.  Unlike  the conventional
healthcare  IT   enterprise  market,   this   market  space  is  currently  less
populated (although  all  large  players  are  expected  to  vigorously  play in
this market space  sooner  or  later).  This  re-positioning also incorporates a
fundamental change  in the company's business and  revenue models.  It  involves
transitioning from the  traditional  up-front  capital  investment  sales  model
into  a  service-based (per-user,  per month  fees)  turn-key  software  program
sales  model,  with  or  without support  of  a pure ASP model. This  transition
is  focusing  on  better leveraging the  strengths  of  the InterCare  MedMaster
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 MedMaster in the
        USA
-       Insufficient  customer  services  and  support infrastructure in the USA
-       Perception  of  a  small  ("thin")  company  in  comparison  with  well
        established  (and  public)  US  healthcare  IT  companies
-       Limited  number  of  strategic partners in complementary expertise areas
-       Limited  capability  of  InterCare  (at  current  size and structure) to
        effectively  operate  and contract directly with enterprise customers in
        the  USA

Strengths

InterCare  strengths  when  operating  in  the  US  market  are:
-       Mature enterprise software application, incorporating: 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  (MedMaster  V4.4.2)

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

-       MedMaster  architecture  supportive  of  concurrent  multi-lingual users

-       MedMaster  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
                                        16
<PAGE>

-       Extensive,  multi-level  customization  of  MedMaster software programs'
        components,  requiring  no  source  code  intervention

-       Compliance  with  HIPAA  through  customer  controlled security business
        rules
        Consistent,  anatomy-based  user  interface,  endorsed by care providers

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

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

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

Market  segment  focus

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

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

Prospective  Customer  Access  /  Sales  Process  Leadership

Short-term
InterCare  intends  to  establish  a  strong sales & sales support organization,

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

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

Contract  Model  Principles

                                        17
<PAGE>


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

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

Product  Packaging  &  Pricing

Short  Term
In  order  to  enable  quick  transition  to  the new service-based sales model,
InterCare  does  not  intend to modify the current (and simple) packaging of its
MedMaster  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  MedMaster
software  application  with  the existing  legacy  systems  operational  at  the
customer's  enterprise.


                                        18
<PAGE>

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

MedMaster  Virtual  Community  Solution  Vision  &  Scope

General  Overview

The  MedMaster  enterprise  software application   in  its  generally  available
Version  4.4.2  provides  a wide range of  capabilities  /  functionality in the
following  areas:

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

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

Quality  &  cost  management
-   Staffing
-   Cost
-   Case  management

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

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

Groupware  productivity

-   Unit  charting
-   Communication  &  messaging

Security  (HIPAA  compliant)
-   Security
-   Confidentiality
-   Compartmentalization

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

Enterprise  data  warehouse
-   Demography  /  Administrative
-   ADT
-   Clinical
                                        19
<PAGE>


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

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

The  Enterprise  Software  application
InterCare  is  in  advanced  stages  of  transitioning  its MedMaster enterprise
Software program from  its  Client-Server  architecture into an Internet-centric
application/web  server architecture.  Since  InterCare  originally  used Sybase
Powerbuilder  as its RAD tool, it  was  just natural to select additional Sybase
Internet tools which are fully integrated  with  Powerbuilder.  Thus,  InterCare
is now utilizing Sybase PowerDynamo (web server) & Sybase  Jaguar   (application
server) as the Technology infrastructure for MedMaster's  Internet architecture.
As  3 out of  the 4 original MedMaster architecture  tiers are  now  utilized on
the  server  side, InterCare intends to  utilize the  GUI  tier  in a variety of
options:
-    Automatic  loadeable  Powerbuilder  GUI  components  (for  the enterprise's
     Intranet  implementation)
-    HTML  (for  the  browser-based  accidental  access  by  care  providers and
     consumers)

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

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  MedMaster  enterprise  software
application  .  These  include:
-   Retrieving  and  reviewing  lifetime  patient  data

-   Reviewing  and  approving  new  results

-   Initiating  new  orders

                                        20
<PAGE>


-   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
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.




                                        21
<PAGE>


                                General Overview

Management  of  Potential  Growth

The  Company  has  rapidly  and  significantly  expanded  its  operations  and
anticipates  that further expansion will be required to address potential growth
in  its  customer  base,  to  expand  its  product and service offerings and its
international operations and to pursue other market opportunities. The Company's
employee  base has similarly expanded, growing from one full-time employee as of
December  31,  1998  to 25 full-time and five part-time employees as of June 30,
1999. The projected expansion of the Company's operations and employee base will
place  a  significant  strain  on  the  Company's  management,  operational  and
financial  resources.  To  manage  the  expected  growth  of  its operations and
personnel,  the  Company  will be required to improve existing and implement new
transaction-processing,  operational  and  financial  systems,  procedures  and
controls and to expand, train and manage its growing employee base. There can be
no  assurance  that  the  Company's  current  and  planned  personnel,  systems,
procedures  and  controls  will  be  adequate  to  support  the Company's future
operations,  that  management  will be able to hire, train, retain, motivate and
manage  required  personnel  or  that  Company  management  will  be  able  to
successfully  identify,  manage  and  exploit  existing  and  potential  market
opportunities.  If  the  Company  is  unable  to manage growth effectively, such
inability  could  have  a  material  adverse  effect  on the Company's business,
prospects,  financial  condition  and  results  of  operations.

New  Business  Areas

The  Company  intends to expand its operations by promoting new or complementary
products  or sales formats and by expanding the breadth and depth of its product
or service offerings. Expansion of the Company's operations in this manner would
require  significant  additional expenses, development, operations and editorial
resources  and  would strain the Company's management, financial and operational
resources.  Furthermore,  the  Company  may  not  benefit  from  the first-mover
advantage that it will experience in the online high technology market and gross
margins  attributable  to  new business areas may be lower than those associated
with the Company's existing business activities prior to the introduction of new
products or line of business. There can be no assurance that the Company will be
able to expand its operations in a cost-effective or timely manner. Furthermore,
any  new  business  launched  by  the  Company that is not favorably received by
consumers  could  damage  the Company's reputation or the Bolingo.com brand. The
lack of market acceptance of such efforts or the Company's inability to generate
satisfactory  revenues  from  such expanded services or products to offset their
cost  could have a material adverse effect on the Company's business, prospects,
financial  condition  and  results  of  operations.

International  Expansion

The  Company  intends  to  expand  its presence in foreign markets. To date, the
Company  has  only  limited  experience  in sourcing, marketing and distributing
products  on  an international basis and in developing localized versions of its
Web  site  and  other systems. The Company expects to incur significant costs in
establishing  international  facilities  and  operations, in promoting its brand
internationally,  in  developing  localized  versions  of its Web site and other
systems and in sourcing, marketing and distributing products in foreign markets.
There  can  be  no  assurance  that  the Company's international efforts will be
successful.  If  the  revenues  resulting  from  international  activities  are
inadequate  to  offset  the  expense  of  establishing  and  maintaining foreign
operations,  such  inadequacy  could  have  a  material  adverse  effect  on the
Company's business, prospects, financial condition and results of operations. In
addition, there are certain risks inherent in doing business on an international
level,  such as unexpected changes in regulatory requirements, export and import
restrictions,  tariffs  and  other  trade barriers, difficulties in staffing and
managing  foreign  operations,  longer  payment  cycles,  political instability,
fluctuations  in  currency  exchange  rates,  seasonal  reductions  in  business
activity  in  other parts of the world and potentially adverse tax consequences,
any  of  which could adversely impact the success of the Company's international
operations.  There can be no assurance that one or more of such factors will not
have  a material adverse impact on the Company's future international operations
                                        22
<PAGE>

and, consequently, on the Company's business, prospects, financial condition and
results  of  operations.

Business  Combinations  And  Strategic  Alliances

The  Company  may choose to expand its operations or market presence by entering
into  business  combinations,  investments,  joint  ventures  or other strategic
alliances  with  third parties. Any such transaction would be accompanied by the
risks  commonly  encountered  in such transactions. These include, among others,
the  difficulty  of assimilating the operations, technology and personnel of the
combined  companies, the potential disruption of the Company's ongoing business,
the inability to retain key technical and managerial personnel, the inability of
management  to  maximize  the  financial  and  strategic position of the Company
through  the  successful integration of acquired businesses, additional expenses
associated  with  amortization of acquired intangible assets, the maintenance of
uniform  standards,  controls  and  policies and the impairment of relationships
with  existing  employees  and  customers.  There  can  be no assurance that the
Company  would  be  successful  in  overcoming these risks or any other problems
encountered  in  connection  with such business combinations, investments, joint
ventures or other strategic alliances, or that such transactions will not have a
material  adverse  effect  on  the  Company's  business,  prospects,  financial
condition  and  results  of  operations.

Rapid  Technological  Change

To  remain  competitive,  the  Company  must continue to enhance and improve the
responsiveness,  functionality  and  features  of the its Internet websites. The
Internet  and  the  online  commerce  industry  are  characterized  by  rapid
technological change, changes in user and customer requirements and preferences,
frequent  new  product  and service introductions embodying new technologies and
the  emergence  of  new  industry  standards and practices that could render the
Company's existing Web site and proprietary technology and systems obsolete. The
Company's  success  will  depend,  in  part,  on  its ability to license leading
technologies  useful in its business, enhance its existing services, develop new
services  and  technology that address the increasingly sophisticated and varied
needs  of  its  prospective  customers and respond to technological advances and
emerging  industry standards and practices on a cost-effective and timely basis.
The development of Web site and other proprietary technology entails significant
technical,  financial  and  business  risks.  There can be no assurance that the
Company  will  successfully  implement  new  technologies or adapt its Web site,
proprietary  technology  and  transaction-processing  systems  to  customer
requirements  or  emerging  industry  standards.  If  the Company is unable, for
technical,  legal,  financial  or  other reasons, to adapt in a timely manner in
response  to changing market conditions or customer requirements, such inability
could  have  a  material  adverse  effect  on the Company's business, prospects,
financial condition and results of operations. The Company's future success also
depends  on  its  ability to identify, attract, hire, train, retain and motivate
other  highly skilled technical, managerial, editorial, merchandising, marketing
and  customer  service  personnel. Competition for such personnel is intense and
there can be no assurance that the Company will successfully attract, assimilate
or  retain  sufficiently  qualified  personnel.  In  particular, the Company has
encountered difficulties in attracting a sufficient number of qualified software
developers  for its Web site and transaction-processing systems and there can be
no  assurance  that  the  Company  will  retain and attract such developers. The
failure  to  retain  and attract the necessary technical, managerial, editorial,
merchandising,  marketing  and  customer service personnel could have a material
adverse  effect  on  the  Company's business, prospects, financial condition and
results  of  operations.

Revenue  Projections

For  the  year  ended  December  31, 2000, the Company realized gross revenue of
$1,562,450  compared  to gross revenue of $6,629 during the comparable period in
1999.  This  revenue increase resulted from sale of MedMaster  Software licenses
and associated implementation services. The company had a net income of $367,016
for  the year ended December 31, 2000,  compared to net loss of $114,423 for the
comparable  period  in 1999. The Company projects more revenues for the upcoming
year  through  the  sales  of  additional  MedMaster  Software  licenses,
                                        23
<PAGE>

implementation  and  software  maintenance  services.  However, operating costs,
including  staff,  technology,  maintenance,  selling  and  administrative  are
expected  to  increase  significantly  over  the  next  several  months.

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.  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.  To  be  successful,  we  must  attract  a
significant  number  of  customers  throughout  the  health  care  industry.  We
believe  that  complexities  in  the nature of  the  transactions  that  must be
processed  have  hindered  the  development  and  acceptance  of  information
technology  solutions  by  the  health  care  industry.  Conversion  from
traditional  methods  to  electronic  information  exchange  may  not  occur  as
rapidly  as  we  expect  that  it  will.  Even  then,  health  care  industry
participants  may  use  applications  and  services  offered  by  others.

We  believe  that  we  must  gain  significant  market  share  before  our
competitors  introduce  alternative  products,  applications,  or  services with
features  similar  to  our  current or proposed offerings. Our business model is
based  on  our belief that the value and market appeal of our solution will grow
as  the  number  of  participants and the scope of the services available on our
platform  increase.  We may not achieve the critical mass of users we believe is
necessary to become successful. In addition, we expect to generate a significant
portion  of  our  revenue  from service offerings. Consequently, any significant
shortfall  in  the number of users would adversely affect our financial results.

Further  the  health  care  industry  is  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.
                                        24
<PAGE>

Our  business  is  subject  to  U.S.  and  international  government regulation.
Existing  as  well  as  new  laws  and  regulations  could  adversely affect our
business.  Laws  and  regulations may be adopted with respect to the Internet or
other  online  services  covering issues such as user privacy, pricing, content,
copyrights,  distribution,  and  characteristics  and  quality  of  products and
services.  Moreover,  the  applicability  to  the  Internet  of existing laws in
various  jurisdictions  governing  issues  such as property ownership, sales and
other  taxes,  libel  and  personal  privacy  is uncertain and may take years to
resolve.  Demand for our applications and services may be affected by additional
regulation  of  the  Internet.

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

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

We  believe that expansion of our international operations will be necessary for
our  future  success  as  we develop our business plan.  Therefore,  we  believe
that  we  will  need  to  commit  significant  resources  to  expand  our
international  operations. A key aspect to our  strategy  is to expand our sales
and  support  organizations  internationally.  We  employ sales professionals in
Europe  and  are  in  the  early  stages  of  expanding into  the  Asia  Pacific
market.  If  we  are  unable  to  successfully  enter  into  and  expand  these
international  markets  on  a  timely  basis,  our  business  and  operating
results  could  be  harmed.  This expansion may be more difficult or take longer
than  we  anticipate,  and  we  may  not  be  able to successfully market, sell,
deliver  and  support  our  products   internationally.

If  successful in our international expansion, we will be subject to a number of
risks  associated  with  international business activities. These risks include:

-     difficulty  in  providing  customer  support  in  multiple  time  zones;
-      need  to  develop  software  in  multiple  foreign  languages;
-     laws  and  business  practices  favoring  local  competition;
-     currency  fluctuations;
-      longer  sales  cycles;
-     greater  difficulty  in  collecting  accounts  receivable;
-      political  and  economic  instability,  particularly  in  Asia;
-     difficulties  in  enforcing  agreements  through  foreign  legal  systems;
-     unexpected  changes  in  regulatory  requirements;
-     import  or  export  licensing  requirements;
-     reduced  protection of our intellectual property rights in some countries;
and
-     multiple  conflicting  tax  laws  and  regulations.

To date, most of our revenues have been denominated in United States dollars. If
we  experience an increase in the portion of our revenues denominated in foreign
currencies,  we  may incur greater risks in currency  fluctuations, particularly
since  we  translate  our  foreign  currency  revenues  once  at the end of each
quarter.  In  the future, our international revenues could be denominated in the
Euro,  the  currency of the European Union. The Euro is an untested currency and
may  be  subject  to  economic  risks  that  are  not currently contemplated. We
currently  do  not  engage in foreign exchange hedging activities, and therefore
our  international  revenues  and expenses are currently subject to the risks of
                                        25
<PAGE>

foreign  currency  fluctuations.

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 quarter. Majority  of  the  software  licenses  renews  during the fourth
quarter  of  the  fiscal year ending December 31, as a result, our first quarter
revenues  can  be  less  than  those  of  the  preceding  quarter.

If  we  introduce  products  that  are  sold  in  a manner different from how we
currently market our products, such  as requiring payment per number of patients
record  entered  into  a  licensee's  software  program,  we  could  recognize
revenue differently than under our current accounting policies. Depending on the
manner in which we sell future products, this could have the effect of extending
the  length  of  time  over  which  we  recognize  revenues.

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.

Due  to  the  foregoing  factors,  in  one or more future quarters the Company's
operating  results  may  fall  below the expectations of securities analysts and
investors.  In such event, the trading price of the common stock would likely be
materially  adversely  affected.

                                   Properties

The  Company's  corporate  offices  are located at 900 Wilshire Boulevard, Suite
500,  Los Angeles, California 90017. The Company is sharing an office space with
Meridian Holdings, Inc., an affiliated Company, whereby the Company is  required
to  pay 1/5 of the monthly rent of  $4,791.00.  Other property and equipment are
stated  at cost. Acquisitions having a useful life in excess of one (1) year are
capitalized.  Repairs and maintenance are expensed in the year incurred. Capital
assets  are  depreciated by the straight-line method over estimated useful lives
of  the  related  assets.

                                Legal Proceedings

The  Company  knows  of  no  litigation  pending, threatened or contemplated, or
unsatisfied  judgments  against it, or any proceedings in which the Company is a
party.  The  Company knows of no legal actions pending or threatened or judgment
entered  against any officer or director of the Company in his capacity as such.
There  has  been  to  date  no  petition  under  the bankruptcy act or any state
insolvency  law  filed  by  or against the Company or its officers, directors or
other  key  personnel.

               Submission of Matters to a Vote of Security Holders

None











                                        26
<PAGE>

PART  II
      Market for Registrant's Common Equity and Related Stockholder Matters

The  Common  Stock  is  currently  not listed or trading in any exchange at this
time.

                             SELECTED  FINANCIAL  DATA

The  Company had a net working capital of $440,527 at December 31, 2000 compared
to  $95,903 at December 31, 1999. The increase in working capital was due to the
sales  of  software licenses to customers and associated implementation  service
fees  earned  during  the  last  quarter  of  2000. The Company had net accounts
receivables  of  $1,390,185  at December 31, 2000 compared to $0 at December 31,
1999. This increase in accounts receivables was due to sale of software licenses
to  CGI Communications Services, Inc. ( a related party) during the last quarter
of  2000.  Based  on  a  prior agreement, the company is obligated to pay 60% of
such  sales  to Meridian Holdings, Inc. (parent company). The applicable revenue
and  expense,  and  related  accounts receivable and payable are included in the
Income  Statement and Balance Sheet as of December  31, 2000. Revenues from sale
and  related accounts receiveable is $1,382,450, and the licensing expense (cost
of  goods  sold)  and  related  accounts  payable  is  $829,470.

The  selected  financial data set forth above should be read in conjunction with
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  and  the  financial  statements  notes  thereto.

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

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

LIQUIDITY  AND  CAPITAL  RESOURCES  OF  THE  COMPANY

Long-term  cash  requirements,  other  than  normal  operating  expenses,  are
anticipated  for  the continued development of the Company's business plans. The
Company  has filed an SB-2 Registration Statement to raise additional funds from
investors  in order to complete these business plans. There is no assurance that
such  funds  will  be  available, and even when available, the terms may be very
prohibitive.

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
                                        27
<PAGE>


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, 2000 was $1,562,450  compared to
$6,629  in  the  year  ending  December 31, 1999. The revenue was generated from
software  license  sales  and  consulting  services (see note 2 to the financial
statement).  On  October  11th,  2000, the Company sold software licenses to CGI
Communications  Services,  Inc. ( a related party). Based on  a prior agreement,
the  company  is  obligated  to pay 60% of such sales to Meridian Holdings, Inc.
(parent  company).  The  applicable  revenue  and  expense, and related accounts
receivable  and  payable are included in the Income  Statement and Balance Sheet
as of December  31, 2000. Revenues from sale and related accounts receiveable is
$1,382,450,  and the licensing expense (cost of goods sold) and related accounts
payable  is  $829,470.

COST  OF  REVENUES

Cost  of  revenues  increased  to $846,138 for the year ending December 31, 2000
compared  to $252 in the comparable period in 1999. This increase in the cost of
revenue  is  due  to  licensing  fees  incurred  from the purchase of  MedMaster
software  license from Meridian Holdings, Inc., a related party. Amortization of
capitalized  software  development  costs  will  continue in the future to bring
levels  closer  to  expected  future revenues to be generated, or net realizable
value.

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 budgeting over $250,000 for
its  initial  roll-out  of  new products sales and marketing campaign during the
first  quarter  of  the  year  2001,  assuming  more capital is raised from this
offering  to  pay  for  such  an  expense.

PRODUCT  AND  CONTENT  DEVELOPMENT

Software  products  and  Internet content development expenses is anticipated to
increase  significantly during the next coming year, due to website redesign and
other  Internet  initiative  launch costs, consisting primarily of personnel and
consulting  costs. The Company projects to spend over $1,250,000 during the next
12  months  to fund project and content development. This is contingent upon the
Company's  ability  to  raise  funds  from  investors.

GENERAL  AND  ADMINISTRATIVE

General  and administrative expenses increased 320% for the year ending December
31, 2000 to $453,554, compared  to  $107,295  in 1999. The increase in operating
expense  is  due   to   the  additional  operating  costs  of  increased
personnel  requirement,  consultant  fees,  as  well  as  research  and  further
development of the MedMaster software program  as  a  value  added  reseller. Of
the  $453,554  spent  in 2000, $100,000 was for salary paid to Mr. Russ Lyon our
President and Chief Technology Officer, $2,664 was for depreciation expense, the
remaining  balance  was  for general corporate purposes and product development.

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

OPERATING  LOSS

As a result of the factors described above, Company expects further increases in
                                        28
<PAGE>


operating expenses for the year 2001, assuming additional funding is raised from
this  offering  to  be  used  in  financing  future operating costs. There is no
guarantee that the Company will be able to raise additional funds to finance all
the  anticipated  operating costs. In absence of such funds being available, the
Company may not be able to operate, and this could have a material impact in the
overall  execution  of  the  Company's  business  plan.

NET  INCOME

The  Company  had a net income of $367,016 or 0.033 per share for the year ended
December 31, 2000, compared with net loss of $114,423 or $.010 per share for the
year  ended  December  31,  1999.  The  net  income was due to sale of MedMaster
software  licenses, as well as services rendered to prospective clients relating
to  the  said  software  licenses.

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.,  (a  related  party)  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

Management  believes  the  Company  has  adequate  capital  resources  to  meet
anticipated  needs  for working capital and capital expenditures through the end
of  September  2000,  but  the Company needs to enhance its capital resources in
order to provide it with sufficient cash to meet its current operating needs and
to address such needs through the end of December 2000. If the Company is unable
to  enhance  its  capital  resources,  the  Company will be forced to reduce its
spending on capital expenditures and product development until such financing is
obtained.

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

The Company has entered into joint marketing agreement with United System, Inc.,
HealthCPR  Technologies, Inc., NetSales, Inc., and Digital River Corporation, to
market  the Company's software product through various retail channels. With the
transition  of  its  enterprise  software  application  to the Internet, and the
expansion  of  its  software applications' scope to incorporate support for both
consumers  and  payers,  InterCare is now re-positioning its offering into a new
market  space:  eHealth  Virtual  Community  Solution.  Unlike  the conventional
healthcare  IT  enterprise market, this market space is currently less populated
(although all large players are expected to vigorously play in this market space
sooner  or later). This re-positioning also incorporates a fundamental change in
the  company's  business  and revenue models. It involves transitioning from the
traditional  up-front  capital  investment  sales  model  into  a  service-based
                                        29
<PAGE>

(per-user,  per  month  fees) turn-key software application sales model, with or
without  support  of  a  pure  ASP  model. This transition is focusing on better
leveraging the strengths of the InterCare MedMaster software application , while
trying  to  minimize  the  effects  of  current  weaknesses  of the company over
customers,  strategic  partners  and  investors.

The  Company  entered into an agreement with Healthcare.com Corporation (HCC) to
resell  MedMaster  Software product to their customers. As part of the agreement
HCC  will  pay a total of $450,000 for five user-licenses of MedMaster Software,
payable  as  follows:

$50,000 payable upon execution of the contract (July 28, 2000), $100,000 payable
within five days, and the remaining $300,000 due on the "GO LIVE" date, which is
anticipated  to  be  on or before August 31, 2000. InterCare.com-dx will receive
40%  of  the  sales  proceeds  and  60%  of software support, implementation and
maintenance  fee,  as per the terms of the Master value Added Reseller agreement
between  the  registrant  and  Meridian  Holdings,  Inc.

On  October 11th, 2000, the Company sold software licenses to CGI Communications
Services,  Inc.  ( a related party). Based on  a prior agreement, the company is
obligated  to pay 60% of such sales to Meridian Holdings, Inc. (parent company).
The  applicable revenue and expense, and related accounts receivable and payable
are  included  in  the  Income  Statement  and Balance Sheet as of December  31,
2000.  Revenue  from sale and related accounts receivable is $1,382,450, and the
licensing expense (cost of goods sold) and related accounts payable is $829,470.

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

QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

There  is  currently  no  market  for  our  common  stock  at  this  time.

FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

Please  refer  to  Exhibit  A  "Independent Accountant's Report" incorporated by
reference,  when  available.

CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND FINANCIAL
DISCLOSURES.

During  January  1998,  Mr.  Andrew  M.  Smith, Certified Public Accountant, was
engaged as the principal accountant to audit the Company's financial statements.
Mr. Andrew M. Smith, CPA, was recommended by the board of directors and approved
by  the  majority  of  the  shareholders  to  serve as the Company's independent
auditor  for  the  year  ended  December  31,  2000.




















                                        30
<PAGE>


PART  III
               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  Board  of  Directors,  which  consists of six directors, three of which are
outside  members  and  two of which are officers of the Company, establishes the
general  compensation  policies  of  the  Company and the compensation plans and
specific compensation levels for executive officers. The Company does not have a
separate  Compensation  Committee  of  its  Board  of  Directors.  The Company's
objective is to ensure that executive compensation be directly linked to ongoing
improvement  in  corporate  performance  and  increasing  shareholder value. The
following  objectives  are  guidelines  for  compensation  decisions:  Job
Classification.  The  Company assigns a job grade to each salaried position, and
each  job  grade  has a salary range, which is based on national salary surveys.
These  salary  ranges  are  reviewed  annually to determine parity with national
compensation  trends,  and  to  ensure  that the Company maintains a competitive
compensation  structure.  Competitive  Salary Base. Actual salaries are based on
individual  performance contributions within a competitive salary range for each
position  established  through job evaluation and market comparisons. The salary
of  each corporate officer is reviewed annually by the Board of Directors. Stock
Option  Programs.  The  purposes  of  the  Company's ESOP and SOP are to provide
additional  incentives  to  employees to work to maximize shareholder value. The
ESOP  is  open  to all full-time employees of the Company and the SOP is open to
participation  by  key  employees  and other persons as determined by the Board,
based  upon  a  subjective evaluation of the key employee's ability to influence
the  Company's  long-term growth and profitability. Stock options under the ESOP
may be granted at the current market price at the time of the grant or under the
SOP  at  prices as determined by the Board. With specific reference to the Chief
Executive  officer,  the  Board  attempts  to exercise great latitude in setting
salary  and  bonus levels and granting stock options. Philosophically, the Board
attempts  to  relate  executive  compensation  to those variables over which the
individual  executive generally has control. The Chief Executive officer has the
primary  responsibility  for  improving shareholder value for the whole Company.
The  Board  believes  that  its  objectives of linking executive compensation to
corporate  performance results in alignment of compensation with corporate goals
and  shareholder  interest.  When  performance  goals  are  met  or  exceeded,
shareholder  value  is increased and executives are rewarded commensurately. The
Board  believes that compensation levels during 1998/1999 adequately reflect the
Company's  compensation  goals  and policies. In 1993, the Internal Revenue Code
was amended to add section 162(m), which generally disallows a tax deduction for
compensation  paid  to  a  company's  senior  executive officers in excess of $1
million  per  person  in  any  year.  Excluded from the $1 million limitation is
compensation  which  meets  pre-established performance criteria or results from
the  exercise  of  stock  options which meet certain criteria. While the Company
generally  intends  to qualify payment of compensation under section 162(m), the
Company  reserves  the  right to pay compensation to its executives from time to
time  that  may  not  be  tax  deductible.

The  Company  will  compensate  the  members  of the Board of Directors for each
meeting  he/she attends, in the amount of $400 cash or equivalent in the form of
the  Company's  Common  Stock  at  the  fair  market  value.

Term  and  Classification  of  Board  of  Directors

The  Board  of  Directors  has  determined  that  there  will  be two Classes of
Directors  (Class  A  and  Class  B). Class A Directors are also officers of the
Company.  Class  B Directors are outside directors. The full Board shall consist
of  six directors. Directors are elected each year for one-year term, except for
Class  "A"  directors,  who  are  elected  for  a  period  of  three  years. The
stockholders  will  elect  six  directors  for  the  coming  year.

The  business  of  the  Company is managed under the direction of the Board. The
Board  members  will serve until their successors are elected at the 2000 Annual
Meeting,  unless  they  earlier resign or are removed as provided in the Bylaws.

At present, the Board of Directors has no standing committees. The Board may, at
its  discretion,  designate  one or more standing committees as are necessary in
the  future  to  help  manage  the  business  and  affairs  of  the  Company.
                                        31
<PAGE>


          EXECUTIVE OFFICERS, DIRECTORS AND OTHER SIGNIFICANT EMPLOYEES

MANAGEMENT

Executive  Officers,  Directors  and  Other  Significant  Employees
<TABLE>
<CAPTION>

Name                      Age   Title

<S>                       <C>      <C>
Anthony  C.  Dike,  MD       46    Chairman,  Director
                                   Chief  Executive  Officer,  Secretary
                                   Treasurer

Russell  Lyon,   MA          52    President,  Director
                                   Chief  Technology  Officer,

Philip  Falese,  MBA,  LLM   43    Chief  Financial  officer,  Director

Edward  Williams,  MD        65    Director

Daniel  Thornton,            39    Director/Interim Chief Operating Officer

Dale W. Church, JD           61    Director
</TABLE>

ANTHONY  C.  DIKE,  MD,  our  Chairman, Chief Executive Officer, Secretary and a
Director  will devote approximately 50% of his time to our affairs. Dr. Dike has
been  the  Chairman  of  the  Board,  Chief  Executive  Officer and President of
theCompany  since  January 1991. Anthony C. Dike, a physician by training and an
entrepreneur  that  has  funded  and  developed various start-up high technology
businesses  from  inception to fruition through his private Investment Firm, MMG
Investments  Inc.,  a  California  corporation.  He  is  the  founder  of  CGI
Communications Services, Inc., Bolingo.com - the world's largest High Technology
Online  Store  on  the  Internet,  Capnet.com,  Bidfair.com, and Capnet.net, all
Internet  domain  registered  businesses.  He  also  is the founder of Intercare
Diagnostics,  Inc.,  a  United  States  Food  and  Drug  Administration  (USFDA)
registered  Bio-Medical  Software  Manufacturing Company, with over 5 Multimedia
healthcare related software programs in the market. He also pioneered the design
and  development  of  the Mirage Systems Biofeedback Software Program, the first
United  States  Food  and  Drug  Administration  approved  software  only  for
Biofeedback  and  Relaxation  Training.  He  is  also the founder of Capnet IPA,
Capnet  Gateway  On-line  Services, Meridian Medical Enterprises Corporation and
Meridian  Health  Systems,  Inc.  Anthony  C.  Dike, MD, is also a member of the
peer-review  standing  panel  for United States Department of Education National
Institute  for  Disability  and  Rehabilitation  Research.  He  has  served as a
consultant  to  United Nations Development Project-Sustainable Human Development
Program.  He  has  given  several presentations to various fortune 500 companies
including  Pacific  Bell,  AT&T  Easylink  Services,  Apple Computer, SmithKline
Laboratories  Clinical  Trial  Division,  UHP  Health  Plan,  Mullikin  IPA, and
Wellpoint  Healthcare Network Pharmacy department, about the use of the Internet
as  a  facilitator  of  global  communications,  record  sharing  and
electronic-commerce  transaction  in the healthcare industry using the "Computer
Aided  Provider  Network"  or  "CAPNET"  module.  He most recently pioneered the
design  and  development  of  "The  Mirage  Systems  Internet  Based  Healthcare
Transaction  Module."

RUSSELL A. LYON, MA, our President, Chief Technology Officer and a Director will
devote  approximately  100%  of his time to our affairs. Russell Lyon has been a
designer  and  developer of computer-based educational and training programs for
nearly  two  decades.  He  has  served  as  both designer and developer on major
training  projects  for  a variety of corporate entities, including TRW, Unocal,
Union  Bank  and  Southern  California  Edison.  As the founder and principal of
Kinetic  Media,  he  was a Level II Authorized Developer for Macromedia Director
and  has been a featured speaker at the Macromedia International User Conference
on  innovative  uses  of  Director.  He  has  developed or produced over a dozen
                                        32
<PAGE>


separate  commercial  software  titles, including The Mirage Systems Interactive
Multimedia Biofeedback Interface for Intercare Diagnostics. He holds a BA degree
in  Psychology  from  Cornell  University  and  an MA degree in both Educational
Psychology  and  Instructional Technology form California State University, Long
Beach.
PHILIP FALESE, MBA, JD, LLM, our Chief Financial Officer and a Director received
his  MBA  from University of Alabama, JD from Northrop University School of Law,
Los  Angeles,  and  LLM  (Tax)  from  Golden Gate University, San Francisco. Mr.
Falese  has  been  working  as  a  consultant  to various clients in the area of
strategic  business  development,  tax  consultation,  asset  valuations,  and
financial  planning. He also has worked as a staff accountant for Carter, Turner
and  Company  (CPA  firm)  based  in  Los  Angeles,  California.

EDWARD  WILLIAMS,  MD,  a  Director,  has over 30 years of experience within the
medical  profession.  Dr.  Williams,  is  currently  in private medical practice
specializing  in  Family  Medicine, received his Bachelor of Arts from Allegheny
College, Meadville, PA, and his Doctor of Medicine from Temple University School
of  Medicine,  Philadelphia, PA. Dr. Williams has also received a Masters Degree
in  Health  Care  Administration  from the University of La Verne; La Verne, CA.
Additionally, he is currently undergoing course work in a Certificate Program in
Administrative  Medicine  from  Tulane  University.

Dr.  Williams has served in the United States Air Force, Flight Surgeon, Captain
Strategic  Air  Command  and  has  received  numerous  honors and awards for his
outstanding  service  in the military. Dr. Williams has served as Chief of Staff
or  Hawthorne  Memorial  Hospital,  Hawthorne  CA, and Robert F. Kennedy Medical
Center,  Hawthorne  CA.  Additionally, Dr. Williams has served on numerous civic
boards  such as the Chairman of the Torrance Building and Recreation Department,
Torrance,  CA,  Lawndale  Chamber of Commerce, Lawndale CA, a Medical Consultant
and  Scholarship  Sponsor for the Miss California Pageant a division of the Miss
America Scholarship Pageant, to name a few. Dr. Williams is a Founding Member of
the  El  Camino  Community  College  Foundation  Torrance, CA. He has served the
Lawndale,  Torrance,  and  Hawthorne,  California Communities for over 25 years.

DANIEL THORNTON, a Director, began his business career in the foods industry. He
was  corporate  liaison  and  District  Manager  for  Dairy  Queen  of  Denver,
responsible  for  the operations and management of 25 stores in the Denver metro
area.  Under  his  guidance, the stores achieved an overall increase in sales of
20%  and  an increase in operational efficiency of over 5%. Mr. Thornton is also
an  international  lecturer on medical practice management in addition to having
extensive  knowledge  and  experience  in  the  manufacturing  and  marketing of
homeopathic  drugs,  medical  devices  and  nutriceuticals.

As  CEO  of  Eclosion  Corporation,  Mr.  Thornton  helped to operationalize all
aspects  of  medical  device  manufacturing,  as  well  as being instrumental in
establishing  Ireland's  first  fully  registered homeopathic drug manufacturing
plant.  He  has managed projects that encompass the development of numerous drug
products,  in  addition  to  having  established international markets for those
products.  Mr.  Thornton has also consulted to Nevada Homeopathic medical board,
primarily  on  regulatory issues regarding medical technology. His experience in
all  facets  of  nutriceutical operations and marketing makes him well qualified
for  his  current  position  as  the  CEO  of  BioSynergy  Nutriceuticals.

DALE  W.  CHURCH,  JD, a Director, is currently the Chairman and CEO of Ventures
&Solutions  LLC,  a  company  that  counsels  and  consults with high technology
companies.  In  addition,  he serves as trustee of the National Defense Industry
Association,  general  counsel  to the Munitions Industrial Base Task Force, and
member  of the Board of Directors of public and private companies. Prior to such
involvement,  Mr. Church has had a wide variety of government and private sector
experience  in  arbitration,  government  contracting, defense, and acquisitions
management.  Mr.  Church  was a former law partner at McDermott Will & Emery and
was  counsel  to  the  American Electronics Association, President's Blue Ribbon
Commission  on  Defense Management, Egypt-U.S. Business Counsel, and ESL Inc. in
Sunnyvale,  California. Mr. Church served at the Department of Defense for which
he was awarded the rank of meritorious executive and the Central Review Board of
the  Central Intelligence Agency for which he received the Defense Distinguished
Service  Medal.  Mr.  Church  received  his  bachelor's  degree  in  business
                                        33
<PAGE>


administration  from  Oregon  State  University  and  law  degree  from  George
Washington  University  School  of  Law.


                             EXECUTIVE COMPENSATION

Summary  Compensation  Table
The  following  table  provides  information  concerning the compensation of the
named  executive  officers  for  each  of  our  last nine completed fiscal year.
<TABLE>
<CAPTION>
            Annual  Compensation               Long  Term  Compensation
                                                       Awards      Securities
Name                                           Other   Restricted  Underlying
And                                            Annual  Stock       Options/
Principal                                      Compen-  Award  (s)   SARs  (#)
Position           Year   Salary ($) Bonus ($)  sation($)
(a)                (b)     (c)       (d)         (e)     (f)        (g)
<S>              <C>     <C>       <C>         <C>     <C>         <C>
Anthony  C  Dike   2000     $ 0                             0        250,000
Chairman, Chief
Chief Executive
Officer

Russell  A. Lyon   2000    $100,000                         0        0
President
Chief
Technology
Officer  (1)

Philip  Falase    2000     $50,000                          0        0
Chief
Financial
Officer  (2)

<FN>
Footnotes

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

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

Options/SAR  Grants  in  Last  Fiscal  year

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

<TABLE>
<CAPTION>
                              Individual  Grants

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


                                        34
<PAGE>

Security  Ownership  of  Certain  Beneficial  Owners  and  Management

The  following  table sets forth, as of December 31, 2000 to the extent known to
the Company, certain information regarding the ownership of the Company's Common
Stock  by  (i)  each  person  who  is  known  by the Company to own of record or
beneficially  more than five percent of the Company's Common Stock, (ii) each of
the  Company's  directors  and  executive  officers  and (iii) all directors and
executive  officers  as  a  group.

Except  as otherwise 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 11,000,000
common  shares  outstanding.

<TABLE>
<CAPTION>
Name  and                        Amount  and  Percent   of  Class              of  Class
Address  of                      Nature  of   Before    After                  After
Beneficial                       Beneficial   the       the                    the
Owner                            Ownership    Offering  Offering (Maximum)     Offering (Minimum)
<S>                             <C>          <C>       <C>                   <C>
Anthony  C.  Dike (1)(2)          9,250,000       60%     59%                    83%
4127  West  62nd  Street
Los  Angeles,  CA  90043

Meridian  Holdings,  Inc.(2)(3)   5,100,000       34%     32%                    46%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

MMG  Investments,  Inc.(2)          900,000        8%      5.6%                  8.1%
4127  West  62nd  Street
Los  Angeles,  CA  90043

Named  Officers  and               9,250,000       60%     59%                    83%
Directors  As  a  Group
<FN>

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

During the fiscal year ended December 31, 2000, the Company's Board of Directors
acted  three  times by way of an unanimous written consent in lieu of a meeting.

Certain  Relationships  and  Related  Party  Transactions

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

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

During  the  fiscal  year  ended  December 31, 1999 the company issued 5,100,000
shares  (adjusted  for  100:1  stock  split)  to  Meridian  Holdings,  Inc.,  an
affiliated  Company  in  exchange  for  the  assumption of long term debt in the
amount  of  $504,932 and cash contribution of $58,996, in addition to the sum of
$11,700  representing  the value of pre-paid banner advertisement and promotions
of  the  registrants  product on Meridian Holdings, Inc., operated websites. The
fair  value of the banner advertisement is based on a pricing schedule published
by  Meridian  Holdings,  Inc.  as  of  December
1999.
                                        35
<PAGE>

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

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

1.     Base  salary  is $100,000 per year for two years beginning January, 2000.
2.     Executive  shall be entitled to earn a bonus with respect to each year of
the Term during which Executive is employed under the Employment Agreement up to
$25,000  (prorated for partial years) based upon certain criteria being met, and
at  the  discretion  of  the  board  of  directors.

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

Mr. Lyon has not exercised any of his stock option as of this filing, nor has he
received  any  bonus  or  other awards as per the terms of this agreement, since
they  will  be determined at the end of the fiscal year 2000, and payable within
90  days  after  the end of the fiscal year if any, and whatever remains of this
option  will  be  reported  in the year 2000 annual report of Meridian Holdings,
Inc.  Mr.  Lyon's  employment  agreement is effective as of November 1, 1999 and
compensation  expense  of $16,667 and $100,000 has been included in the 1999 and
2000  financial  statements,  respectively.

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

SUBSEQUENT  EVENTS

On  March  10,  2000, the Registrant signed an exclusive reseller agreement with
China  Business  Chain  Group,  LLC,  (CBCG)  to  market the MedMaster  Suite of
software  application  in  China.  Under  the  terms of the agreement, CBCG will
purchase  up  to  US $5 million in units of the Chinese version of the MedMaster
suite  in order to retain exclusive distribution rights to China. CBCG will work
as  an  integrator,  interfacing  with  other  third-party  Chinese  healthcare
applications.  For  this  purpose, InterCare has agreed to license the MedMaster
software  on  reasonable  and  cooperatively-priced  terms.  As  a result of the
multi-language  functionality of the MedMaster   software, InterCare anticipates
that  it  will be relatively simple to make a Chinese version available to CBCG.

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

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

ITEM     DESCRIPTION
Exhibit  99.1     Independent  Auditors  Financial Statement and Schedules, when
available
                                        36
<PAGE>

                                   SIGNATURES

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


InterCare.com-dx,  Inc.

Date:  December  31,  2000     Signature By:  /s/  Anthony  C.  Dike
                                               -----------------------------
                                                     Anthony  C.  Dike
                                      Chairman  and  Chief  Executive  officer























































                                        37
<PAGE>







                             InterCare.com-dx, Inc.
                              Financial Statements
                        And Independent Auditor's Report
                              As of December 31, 2000

<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,  2000 and 1999 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,  2000  and 1999 and the results of their operations and their cash
flows  for the year then ended, in conformity with generally-accepted accounting
principles.


ANDREW  M.  SMITH
CERTIFIED  PUBLIC  ACCOUNTANT
Long  Beach,  California
March  23,  2000






































                                         2
<PAGE>

                               InterCare.com-dx, Inc.

                        Balance Sheet As At December 31st



<TABLE>
<CAPTION>


                                                                    2000             1999
                                                                  =========         ========
<S>                                                             <C>               <C>
ASSETS

Current assets
    Cash . . . . . . . . . . . . . . . . . . . . . . . .       $     2,961        $     864
    Accounts Receivable.(Note 2) . . . . . . . . . . . . . . . . 1,390,185                -
    Less: Allowance for Doubtful Accounts . . . . . . . . . . .          -                -
                                                                 ---------        ---------
                                                                 1,390,185                -
                                                                 ---------        ---------
    Inventory. . . . . . . . . . . . . . . . . . . . . .            66,671           83,339
    Prepaid Expense  . . . . . . . . . . . . . . .                       -           11,700
                                                                 ---------        ---------
Total Current Assets . . . . . . . . . . . . . . . . . .         1,459,817           95,903

    Property, Plant, and Equipment
     Net of accumulated Depreciation (Note 1) . . . . . . . . . ..   9,645              253

    Other Assets
     Organizational Costs  . . . . . . . . . . . . . . .                 -                -
     Deferred Public Offering Cost (Note 5) . . . . . . . . . . .   13,000                -
                                                                 ---------          -------
Total Assets . . . . . . . . . . . . . . . . . . . . . .      $  1,482,462       $   96,156
                                                                 =========          =======

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

Long term liabilities   . . . . . . . . . . . . . . . .                  -                -
                                                                 ---------         --------
Total Liabilities. . . . . . . . . . . . . . . . . . . .      $  1,019,290                -
                                                                 =========          =======

Stockholders' equity

  Common stock (100,000,000 shares authorized,
  no par value, 11,000,000 shares issued and
  outstanding) (Note 2). . .  . . . . .  . . . . .  . . . . .      650,628          650,628

Accumulated Deficit. . . . . . . . . . . . . . . . . . .          (187,457)        (554,472)
                                                                  --------          --------
Total Equity                                                       463,171           96,156
                                                                  --------          --------
Total Liabilities & Equity . . . . . . . . . . . . . . .       $ 1,482,462        $  96,156
                                                                 =========          ========
</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>


                                            2000        1999
                                            =====       =====
<S>                                  <C>           <C>
Revenue                               $ 1,562,450   $    6,629
                                        ---------      -------
Less: Cost of Revenues                $  (846,138)       (252)
                                        ---------      -------
      Gross Margin                    $   716,312   $    6,377
                                        =========      =======
Operating Expense                         453,554      120,800
                                        ---------      -------
Other Income and Expense                  104,258            -
                                        ---------      -------
Net Income                            $   367,016   $ (114,423)
                                        =========      =======

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

Earnings (loss) per common share      $   0.033     $  (0.010)

</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>


                                                            2000               1999
                                                            ======             ======
<S>                                                        <C>                <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES

   Net  Income                                             $  367,016         $ (114,423)
   Adjustments to reconcile  net  income to net cash
   Provided by operating activities
   Depreciation Expense                                          2,664            13,505
   (Increase) Decrease in
              Accounts  receivable                          (1,390,185)           47,672
              Inventories                                       16,668           (82,351)
              Prepaid Expenses                                  11,700           (11,700)
              Accounts Payable                               1,019,290            (8,768)
                                                            ----------          --------
NET  CASH  USED  IN  OPERATING  ACTIVITIES                      27,154           (156,065)
                                                            ==========         =========

CASH  FLOW  FROM  INVESTING  ACTIVITIES

     Acquisition of Fixed Assets                               (12,056)                 -
                                                               --------          --------
NET  CASH  USED  IN  INVESTING  ACTIVITIES                      (12,056)                -
                                                               ========          ========

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
     Capital contributions from shareholders                          -            58,996
     Repayment of debt                                                -           (13,852)
     Deferred offering costs                                    (13,000)                -
     Proceeds from long-term debt                                     -            75,000
                                                                -------           -------
NET  CASH  PROVIDED  BY  FINANCING  ACTIVITIES                  (13,000)          120,144
                                                                -------           -------

Increase (Decrease in cash)                                       2,098           (35,921)

CASH  AT  BEGINNING OF PERIOD                                       863            36,785
                                                               --------           -------
CASH  AT  END  OF  PERIOD                                $      $ 2,961        $      864
                                                               ========           =======

</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
                                                   ==========       =========        =========          ========

</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

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  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.

On September 27, 1999, the Company, announced that it has executed an Electronic
Commerce  Agreement  with  Netsales,  Inc.,  in  which  Netsales will distribute
InterCare's software programs through more than 140,000 loyal reseller customers
in  130  countries  of Ingram Micro, the largest provider of computer technology
products  and  services  in  the  world.

The Company had entered into similar agreement earlier, with DigitalRiver, Inc.,
in  which  DigitalRiver will market the Company's software program through major
retailers  such  as  CompUSA,  Wal-Mart,  and other Internet software resellers.

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  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.

InterCare  as  a  value-added reseller, develops, markets, provides professional
services  and  supports  for  the  MedMaster'  -  a  clinically-focused,
multi-disciplinary  enterprise  solution  targeting  a  variety  of  large-scale
healthcare organizations. These include: Integrated Healthcare Delivery Networks
(IHDNs),  hospitals,  HMOs  and  large  clinics.

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
                                        7
<PAGE>

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

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

Property  and  equipment  consists  of the following as of December 31, 2000 and
1999:
<TABLE>
<CAPTION>
                                                  2000            1999
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,770      $56,967
Less:  Accumulated  Depreciation                   59,125       56,714
                                                 -------       -------
                                                  $ 9,645      $   253
                                                 ========       =======
</TABLE>

Advertising

The  company  has  the  policy of expensing advertising costs as incurred. There
were  no  advertising  costs charged to expense for the years ended December 31,
1999.  However,  in  2000  $11,700  of  prepaid banner advertising from 1999 was
charged  to  expense.

Stock-based Compensation

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

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

Recognition of Revenues.

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

Revenues 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
                                        8
<PAGE>

 terms; and as related services are performed or expiration of the terms of the
contract in  flat rate contracts.

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

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                                        13,000.00
Accounting  Fees  and  Expenses                                    2,000.00
Printing                                                             240.00
Miscellaneous  Expenses                                              820.80
                                                                  ---------
         Total                                                   $22,660.80
                                                                  ==========
</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.





                                        9
<PAGE>


Recent Accounting Pronouncements

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

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

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

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

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

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

by  Meridian  Holdings,  Inc.  as  of  December  1999.

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

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

1.     Base  salary  is $100,000 per year for two years beginning January, 2000.
2.     Executive  shall be entitled to earn a bonus with respect to each year of
the Term during which Executive is employed under the Employment Agreement up to
$25,000  (prorated for partial years) based upon certain criteria being met, and
at  the  discretion  of  the  board  of  directors.
                                        10
<PAGE>


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

Mr. Lyon has not exercised any of his stock option as of this filing, nor has he
received  any  bonus  or  other awards as per the terms of this agreement, since
they  will  be determined at the end of the fiscal year 2000, and payable within
90  days  after  the end of the fiscal year if any, and whatever remains of this
option  will  be  reported  in the year 2000 annual report of Meridian Holdings,
Inc.  Mr.  Lyon's  employment  agreement is effective as of November 1, 1999 and
compensation  expense  of $16,667 and $100,000 has been included in the 1999 and
2000  financial  statements,  respectively.

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

Note 3. STOCK-BASED COMPENSATION

Stock-based  compensation  plans  are  accounted  for, using the intrinsic value
Method Prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock  issued  To  Employees".  The  following  financial  statements   includes
1,000,000 shares of Common Stock (adjusted for 100:1 stock split) issued in 1999
to  Anthony  C.  Dike  as a  form  of payment for services. No additional  Stock
was granted for the period ended  December  31,  2000,  other than the option to
purchase  250,000  shares of Common  Stock  of  the  Registrant,  based  on  the
2000  stock  option  plan.

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

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

Note  4.  MERIDIAN  HOLDINGS,  INC.,  ADVERTISEMENT  PROGRAM

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

NOTE  5.  LEGAL  FEES

The Company has agreed to pay its corporate attorney Mr. Scott Wellman Esq., who
                                        11
<PAGE>

is  also a  stockholder of the  Company,  $5,000  cash  for  his  legal services
relative  to  the  public  offering  upon  the  registration  statement  for the
public  offering    becoming  effective.

The  Company  has also agreed to pay Mr. Randolph Katz, Esq., of Bryan Cave LLP,
for his legal Services in connection with this offering as invoiced, which as of
this  writing  is  approximately  $8,000.

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

NOTE  6. SUBSEQUENT  EVENTS

PUBLIC  OFFERING  OF  COMMON  STOCK

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

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

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

AGREEMENT WITH CHINA BUSINESS CHAIN GROUP, LLC.

On  March  10,  2000, the Registrant signed an exclusive reseller agreement with
China  Business  Chain  Group,  LLC,  (CBCG)  to  market the MedMaster  Suite of
software  application  in  China.  Under  the  terms of the agreement, CBCG will
purchase  up  to  US $5 million in units of the Chinese version of the MedMaster
suite  in order to retain exclusive distribution rights to China. CBCG will work
as  an  integrator,  interfacing  with  other  third-party  Chinese  healthcare
applications.  For  this  purpose, InterCare has agreed to license the MedMaster
software  on  reasonable  and  cooperatively-priced  terms.  As  a result of the
multi-language  functionality of the MedMaster   software, InterCare anticipates
that  it  will be relatively simple to make a Chinese version available to CBCG.





























                                        12
<PAGE>


      EX-27.1
                             FINANCIAL DATA SCHEDULE


[ARTICLE]  5
[RESTATED]
[MULTIPLIER]  1
<TABLE>
<CAPTION>
<S>                                     <C>
[PERIOD-TYPE]                             12-MOS
[FISCAL-YEAR-END]                       DEC-31-1999
[PERIOD-START]                          JAN-01-1999
[PERIOD-END]                            DEC-31-2000
[CASH]                                         2961
[SECURITIES]                                      0
[RECEIVABLES]                               1390185
[ALLOWANCES]                                      0
[INVENTORY]                                   66671
[CURRENT-ASSETS]                            1459817
[PP&E]                                         9645
[DEPRECIATION]                                 2664
[TOTAL-ASSETS]                              1482462
[CURRENT-LIABILITIES]                       1019290
[BONDS]                                           0
[PREFERRED-MANDATORY]                             0
[PREFERRED]                                       0
[COMMON]                                     650628
[OTHER-SE]                                  (187457)
[TOTAL-LIABILITY-AND-EQUITY]                1482462
[SALES]                                           0
[TOTAL-REVENUES]                            1562450
[CGS]                                       (846138)
[TOTAL-COSTS]                               (846138)
[OTHER-EXPENSES]                             453554
[LOSS-PROVISION]                                  0
[INTEREST-EXPENSE]                                0
[INCOME-PRETAX]                              (88736)
[INCOME-TAX]                                      0
[INCOME-CONTINUING]                          104258
[DISCONTINUED]                                    0
[EXTRAORDINARY]                                   0
[CHANGES]                                         0
[NET-INCOME]                                 367016
[EPS-BASIC]                                 0.033
[EPS-DILUTED]                                     0
</TABLE>
<!--  EDIT  LINE  -->
                             13
<PAGE>