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,  2003

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

           For  the  Transition  Period  From  ___________  to  ____________

                       COMMISSION  FILE  NUMBER:   333-94813


                             INTERCARE  DX,  INC.

             (Exact  Name  of  Registrant  as  Specified  in  its  Charter)

         CALIFORNIA                                          95-4304537

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

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

                    (Address  of  Principal  Executive  Offices)

                                 (213)  627-8878

              (Registrant's  telephone  number,  including  area  code)

                                       N/A

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

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

As  of  December  31,  2003,  InterCare  DX,  Inc.,  Registrant  had  14,293,403
shares  of  its  zero  par  value  common  stock  outstanding.  Based  upon  the
closing  price  at  such  date,  aggregate  market  value  was  $1,143,472
















                                        Page 1 of 26 sequentially numbered pages
                                                                     Form 10-KSB
                       Annual Report For The Fiscal Year Ended December 31, 2003

                                TABLE  OF  CONTENTS

                                                                    Page  Number
                                    PART  I

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

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

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

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

                                  PART  II

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

Item  6.  Management's  Discussion  and  Analysis . . . . . . . . . . . . .  21

Item  7.  Financial  Statements . . . . . . . . . . . . . . . . . . . . . .  23

Item  8.  Changes  In  an  Disagreements  With Accountants on Accounting and 23
          Financial  Disclosure

                                  PART  III

Item  9.   Directors, Executive  Officers,  Promoters and  Control  Persons. 23

Item  10.  Executive  Compensation  . . . . . . . . . . . . . . . . . . . . .29

Item  11.  Security  Ownership  of  Certain Beneficial Owners and Management 29

Item  12.  Certain  Relationships  and  Related  Transaction  . . . . . . . .30

Item  13.  Exhibits  and  Reports  on  Form  8-k  . . . . . . . . . . . . . .30

































                                         2
<PAGE>

PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS


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

Our  Products  and  Services

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

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

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

Point  of  Care  Documentation

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

Order  entry  and  results  reporting

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

Imaging  and  general  archiving

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

Multi-disciplinary  Clinical  decision  support

Provision of advanced clinical functionality including protocols, pathways, care
plans,  order  sets,   alerts,  advanced  directives,  costing,  staffing,  time
                                         3
<PAGE>

standards  and  templates that facilitate care management, resources control and
outcome  management.

Clinical  workflow  and  productivity  management

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

Care  provider  communication  management

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

Central  Data  Repository

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

Medical  knowledge  base  /  lexicon

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

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

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

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

We  are currently reviewing language from SNOMED and are evaluating inclusion of
language  from  LOINC,  the  Read  Codes,  and  other  UMLS component languages.

                                         4
<PAGE>

Patient  Care  Plans
--------------------
The  ICE  system  incorporates  a  vast  vocabulary of standardized languages to
facilitate  the  Patient Care Planning process. An unlimited number of Care Plan
Templates  can  be created for retrieval to establish an individual Patient Care
Plan.  The  Patient  Care  Plan  can then be personalized as required. Languages
available  for Diagnoses, Procedures and Interventions, Activities, and Outcomes
in  ICE  Care  Plans  include  ICOL  ,  ICD-9,  CPT,  NANDA,  NIC, NOC etc. User
customizable labels can also be added as required, via the knowledge base set-up
module.

Patient  Outcome  Management
----------------------------
 "Outcome" is probably one of the most widely used and most poorly defined terms
in  health  care  today.  In  most  cases  the  term  is  used  generically  and
subjectively  to describe the results of patient care. Unfortunately the current
measurement  system  is  inconsistent and at much too high a level to facilitate
clear  comparative  measures  that  will  result  in  better  patient  care.

Outcomes  in  ICE  are  not  only an underlying basis for managing the goals and
results  of  care  delivery,  they  are  scientifically  measured.  This  unique
capability is made possible through the use of ICE Clinical Observation Language
combined with comprehensively researched and published outcome languages such as
(NOC).

ICE  collects  and  aggregates  data  with  complete  confidentiality  for  all
concerned,  via  the  Clinical Knowledge Base. Using proprietary database design
techniques,  ICE creates a dynamic linkage between confidential patient data and
the  Clinical  Knowledge  Base.

Management  Guidelines  and  Regulatory  Compliance
---------------------------------------------------
ICE conforms to the standards for clinical documentation. Any organization using
ICE  increases  their  ability  to  comply  with  regulations  applicable  to
comprehensive  clinical documentation for patient assessment, care coordination,
outcome  achievement,  and  quality  improvement.

The  DRG  system implementation in hospitals reduced care costs for a few years.
Hospital  costs  are  increasing  again  with  little data available to document
improvement in outcomes. To prevent similar trends in the future, the Center for
Medicare  and Medicaid Services (CMS) has already implemented cost reduction and
quality  improvement  requirements simultaneously to protect patient outcomes in
certain  care  delivery  settings.

This  approach,  which  includes  fixed  reimbursement  for  specific  patient
conditions  and which requires outcome reporting to electronically accompany all
claims submitted for payment, is the blueprint for the future in all health care
settings.

Legal  Liability/Mal-practice  Insurance Companies  Providers face many forms of
legal  liability,  with  focus  in  four  major  areas:
-     Complete  and  accurate  clinical  documentation
-     Providing  the  care  for  which  they  are  billing
-     Delivering  care  that  is  appropriate  to  the  patient's  condition
-     Managing  the  balance  between  professional  responsibility  and  payer
      limitations.

The most critical success factor in all areas of liability is accurate, complete
and  retrievable  clinical documentation. Providers must be able to produce such
clinical  documentation  or  face  serious  consequences. The documentation must
demonstrate  that  the  patient's  condition  was  thoroughly assessed, that the
problems  being treated were clearly identified, that the care plan specifically
addressed  those  problems,  and  that  the  patient's  status  was  continually
evaluated.

HIPAA  further  requires that, upon request, the patient must be provided with a
legible,  complete and understandable copy of their medical record. ICE can help
clinicians  and other Healthcare providers limit their liability and avoid legal
                                         5
<PAGE>

sanctions  that  potentially  could  result from poor clinical documentation and
incomplete  medical  records.

Bi-directional  legacy  integration  middleware

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

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

Data  discovery,  mining  and  analysis

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

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

long-term  care  to  ambulatory  and  home  health  care:

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

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

Industry  Trend

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

On  December  10,  2003,  in  Great Britain, the British National Health Service
(NHS)  announced  that is awarded contracts to various health information system
vendors  to  facilitate  the  design and implementation of a bold plan that will
ensure  that  patients  will  have  their  own individual electronic health care
record  in  the  NHS  by  2010.  Electronic  files will ensure that all relevant
information on patients will be accessible anywhere in the NHS when treatment is
being  given.  Health  professionals will have fast access to the patient's full
medical  history,  significantly reducing the risk of mistakes. To date, the NHS
has  awarded  the  following  contracts:
<Table>
<Caption>
      Recent Contracts Awarded for Electronic Health Records in UK
<S>                 <C>                                              <C>
Company               Contract                                         Amount (Pounds)

British Telecom          A 10-year contract set up and run the Care        620,000,000
                         Records Service which will link more than
                         30,000 GPs and 270 acute, community and
                         mental health trusts into a single, secure
                         national system
                                         6
<PAGE>
British Telecom          10-year contract as local service provider       996,000,000
                         to link the London area NHS trust to the
                         national system
Accenture                10-year contract as local service provider      1933,000,000
                         to link the North East and Eastern regions
                         NHS trusts to the national system.
Computer Sciences Corp. 10-year contract as local service provider        973,000,000
                         to link the North West and West Midlands
                        regions NHS trusts to the national system.
</Table>


The  US  Initiative

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

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

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

OUR  COMPETITION

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

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

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

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





                                        7
<PAGE>
OUR  COMPETITIVE  ADVANTAGE


    -  OUR  KNOWLEDGEABLE  AND  GROWING  SALES  FORCE  AND  TECHNICAL  STAFF.

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

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

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

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

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

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

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

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

Our  Product  Features  and  Benefits

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

The  most  significant  differentiators  are:

Fully  integrated  Software  Program

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

Human  anatomy  image  annotation  and  embedding,  point-and-click  data  entry
                                         8
<PAGE>
Three-dimensional  (3D)  MKB  (Medical  Knowledge  Base)  navigation   utilizing
gender-sensitive,  human  anatomy  drawings.  Presentation  of lifetime  medical
history  data  over  a  single  full-body drawing.  Automatic generation  of all
progress  notes  and  forms   from  the   graphical  queues entered  by the  end
user  on  top  of  human  anatomy  drawings  as  well  as  annotation  of  an
embedded  image  referenced  in  the  body  of  the  document.

Customizable,  component-based  architecture

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

Knowledge  driven  applications

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

Repository,  data  warehouse  and  datamart  unification

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

Third-party  legacy  integration

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

OUR  BUSINES  STRATEGY

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

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

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

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

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


                                         9
<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,  via  our  patient centric web-portal.
Facilitate  anytime  & anywhere secure access  to the patient's lifetime medical
record  as  maintained by the healthcare enterprise. Enable the consumer/patient
to obtain a variety of services from his care  providers and from the healthcare
enterprise.  Facilitate  consumer/patient  access  to  quality  healthcare
content,  encouraging  self-treatment  of  minor  healthcare  problems  outside
the  care  system.

For  healthcare  enterprise  management

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

For  healthcare  IT  professionals

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

For  payers

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

Market  Positioning

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

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

Strengths  and  weaknesses

Weaknesses

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

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

InterCare  strengths  when  operating  in  the  US  market  are:

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

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

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

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

-       InterCare  control  over  competitive  product  packaging   and  pricing
        strategies

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

-       InterCare  competitive  lower  cost  of  enterprise  product development

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

-       Compliance  with  HIPAA  through  customer  controlled security business
        rules.

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

Market  segment  focus

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

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

Prospective  Customer  Access/Sales  Process  Leadership

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

Mid-to-Long  Term

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

Short-term

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

Mid-to-Long  Term

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

Product  Packaging  &  Pricing

Short  Term
In  order  to  enable  quick  transition  to  the new service-based sales model,
                                         12
<PAGE>
InterCare  does  not  intend to modify the current (and simple) packaging of its
ICE(tm)    software  application  .  This  includes  4  "rentable"  software
components:

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

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

Mid-to-Long  Term

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

The  ASP  model

Short-term

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

Mid-To-Long  Term

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

ICE(tm)    Virtual  Community  Solution  Vision  &  Scope

General  Overview

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

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

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<PAGE>
Multi-disciplinary  care  standards
-   Protocols
-   Pathways
-   Care  plans

Quality  &  cost  management
-   Staffing
-   Cost
-   Case  management

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

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

Groupware  productivity

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

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

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

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

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

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

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

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

Anytime  &  Anywhere  Secure  Access  by  Authorized  Enterprise  Users

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

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

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

Secure  Access  by  Non-affiliated  Care  Providers

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

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

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

Health  Plan  Member  Anytime  &  Anywhere  Secure  Access

A  browser-based,   thin  client  software application ,  which  serves  as  the
"entry point" for  the  consumer/patient  in  his  relationship  with the health
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:

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

Medical  Content

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

Risk  Factors

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

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

The  health care industry is also subject  to changing  political, economic, and
regulatory  influences.  These  factors  affect  the  purchasing  practices  and
operations  of  health  care  organizations.  Changes  in  current  health  care
financing  and  reimbursement  systems  could  cause  us  to  make  unplanned
enhancements  of  applications or services, or result in delays or cancellations
of  orders, or in the revocation of endorsement of our applications and services
by  health  care  participants. Federal and state legislatures have periodically
considered  programs  to reform or amend the U.S. health care system at both the
federal  and state level. Such programs may increase governmental involvement in
health  care,  lower reimbursement rates, or otherwise change the environment in
which  health   care   industry  participants   operate.  Health  care  industry
participants  may respond by reducing their investments or postponing investment
decisions,  including  investments  in  our  applications  and  services.

Many health care industry participants  are consolidating  to  create integrated
health  care  delivery systems   with  greater  market power. As the health care
industry   consolidates,   competition  to  provide  products  and  services  to
industry  participants  will become even more intense, as will the importance of
establishing  a  relationship  with  each  industry  participant  These industry
participants may try to use their market power to negotiate price reductions for
our products and services. If we were forced to reduce our prices, our operating
results  could  suffer as a result if we cannot achieve corresponding reductions
in  our  expenses.

GOVERNMENT  REGULATION  OF  THE  HEALTH CARE INDUSTRY COULD ADVERSELY AFFECT OUR
BUSINESS.

We  are  subject  to  extensive  regulation  relating to the confidentiality and
release of patient records. Additional legislation governing the distribution of
medical records has been proposed at both the state and federal level. It may be
expensive  to  implement  security or other measures designed to comply with new
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.
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<PAGE>
Legislation  currently  being  considered  at  the  federal  level  could affect
our  business.  For example, the Health Insurance Portability and Accountability
Act  of  1996  mandates  the use of standard transactions, standard identifiers,
security,  and  other provisions by the year 2000. We are designing our platform
and applications to comply with these proposed regulations; however, until these
regulations  become  final,  they  could  change,  which  could  cause us to use
additional  resources  and  lead  to  delays  as  we  revise  our  platform  and
applications. In addition, our success depends on other health care participants
complying  with  these  regulations.

Seasonality  Of  Revenue

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

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

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



                                         17
<PAGE>
EMPLOYEES

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

ITEM  2.  DESCRIPTION  OF  PROPERTY

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

ITEM  3.  LEGAL  PROCEEDINGS

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

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

No  matters  was  submitted  to  a  vote  of  the  security holders, through the
Solicitation  of  proxies  or otherwise, during the twelve months ended December
31,  2003.

PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTER

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

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

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

</TABLE>

<TABLE>
<CAPTION>
<BTB>
<S>                              <C>                   <C>
                                    High                  Low
Calendar 2002
Quarter ended March 31                -                     -
Quarter ended June  30                -                     -
Quarter ended September 30          0.10                  0.10
Year ended December 31, 2002        0.03                  0.03

</TABLE>

At  December 31, 2003, the company had approximately 650 shareholders of record
for  its  common stock.  Our  preferred  shares  have never been offered to the
public, therefore  have  never  been  publicly  traded.

                                         18
<PAGE>

DESCRIPTION  OF  SECURITIES

COMMON  STOCK

We  are  authorized  to  issue  up to 100,000,000 shares of common stock, no par
value,  of  which  14,293,403  shares were issued and outstanding as of December
31,  2003.   All  outstanding   shares  of  our  common  stock  are  fully  paid
and  nonassessable   and  the  shares  of  our  common  stock  offered  by  this
prospectus   will  be,   upon   issuance,  fully  paid  and  nonassessable.  The
following  is  a  summary  of    the  material  rights  and  privileges  of  our
common  stock.

PREFERRED  STOCK

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

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

DIVIDENDS

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

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

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

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

TRANSFER  AGENT.
Corporate  Stock  Transfer of Denver, Colorado will serve as our transfer agent.
Telephone  number  303-282-4800.
                                         19
<PAGE>

Recent  Sales  of  Unregistered  Securities

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

<TABLE>

<CAPTION>



<S>
     <C>         <C>           <C>               <C>
Date      Title        Amount of      Persons              Cash or Non cash consideration
                      Securities
                         Sold
12/31/03  Common Stock 1,000,000  Anthony C. Dike  Non cash compensation for services
                                                    valued at $0.002 per share (2)

<FN>

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

   (2)  We  relied  upon  Section  4(2) of  the  Act  as  the basis for the exemption from
       the  registration  requirements  of  the  Act and there was no  public solicitation
       involved.  The  shares  of  restricted  common stock were sold to private investors
       who  are  "accredited  investors"  as  defined  under Rule 501(a)(3) under the Act.
</TABLE>


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

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

RESULTS  OF  OPERATIONS

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

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

Furthermore, our quarterly revenues could be significantly affected based on how
applicable  accounting  standards  are  amended or interpreted over time. Due to
these  and  other  factors,  we believe that period-to-period comparisons of our
results  of  operations  are  not  meaningful  and  should not be relied upon as

                                         21
<PAGE>
indicators of our future performance. It is possible that in some future periods
our  results  of  operations  may  be  below  the  expectations of public market
analysts  and  investors.  If  this  occurs,  the  price of our common stock may
decline.  We  will  depend on the commercial success of our product suite, which
has  not  yet  been shipped. We have generated substantially all of our revenues
from  licenses and services related to current and prior versions of our product
suite.

REVENUES.

Total revenues for the year ended December 31, 2003 was $0  compared to $364,452
in the  year  ending December  31,  2002. The Company devoted the entire 2003 in
performing beta testing and debugging the ICE(tm) software.

The  Company  anticipate increase in revenue from the sale of software licenses,
implementation  and  maintenance services  starting  in  the  second  quarter of
2004, of  which  negotiations  are in progress with potential  customers who are
interested in purchasing software  licenses  as well as implementation services.

COST  OF  REVENUES.

There  was  no  cost  of  revenue  incurred  during  2003  and  2002  year  end
respectively.

SALES  AND  MARKETING.
Only  minimal  sales  and marketing has been done by the Company, since focusing
most  of  its resources at the moment in our Internet strategies,  and  software
enhancement,  testing  and debugging.  The  Company is allocating a  substantial
amount  of  time  and  efforts  towards sales and marketing of the ICE software.
There can be no assurance that  such efforts will materialize into a significant
sales  or  revenue  generation  for  the  2003  fiscal  year

PRODUCT  AND  CONTENT  DEVELOPMENT.

Software  products  and  Internet content development expenses is anticipated to
increase  significantly during the next coming year, due to website redesign and
other  Internet  initiative  launch costs, consisting primarily of personnel and
consulting  costs.

GENERAL  AND  ADMINISTRATIVE.

General  and  administrative  expenses  increased  for  the year ending December
31, 2003 to $301,818, compared to $16,579  in  2002.  The  increase  in  expense
during  the  period  ended 2003, was due to refund in the form of forgiveness of
management  fees  in  the  amount  of  $350,000  by Meridian Holdings, Inc., for
MedMaster Software  related  transaction,  which was later rescinded by Meridian
Holdings, Inc., during the fiscal year ended December 31,  2001. Of the $301,818
incurred expense, $292,274  for employee  payroll as well  as Outside consultant
fees, $5,710 was for liability insurance, and  the  rest Was for other corporate
purposes.

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

OPERATING  LOSS

As   a   result   of  the  factors  described  above,  Company  expects  further
increases  in  operating  expenses  for  the  year  2004. Efforts are being made
to  raise  more funds to  be  used in financing future operating costs. There is
no  guarantee  that  the Company  will be able to raise such additional funds to
finance  all  the  anticipated  operating  costs.

NET  INCOME.

The Company had  net loss of $301,950  or (0.02)  per  share for the year ended
December 31, 2003 as compared to income of 347,873 or 0.027  per  share for the
year ended December  31, 2002.  The  increase  in  net  loss  was  due  to  one
                                         21
<PAGE>
time revenue generated from the sale of the intellectual property asset of the
company  to  Meridian  Holdings,  Inc.,  an  affiliated  company during the
period ended December 31, 2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

PLAN  OF  OPERATIONS

On  Saturday,  March  8,  2003,  the following individuals were elected to serve
as  directors  of  the  company  until  the next annual meeting: Jude  Uwaezoke,
Randall  Maxey,  Russ  Lyon,  and Wesley Bradford. Anthony C. Dike, MD,  elected
as  Chairman  of  the  Board  of  Directors  of  the  Company,  will  serve  a
three-year  term.


On  July  22, 2003, the registrant announced its'  participation  in the Capitol
Hill  Health  Technology  Demonstration,  an  all-day  technology  event,  which
is  featuring  interactive  healthcare technology displays by leading government
agencies,  academic  institutions,  and  the  private  sector.  A noontime panel
discussion  led  by the eHealth Initiative  focused on the role of technology in
improving  quality  and  cost-effective  care.

This  event  was  hosted  by  the Capitol Hill "Steering Committee on Telehealth
and
Healthcare  Informatics"  as  part  of  a  year-series of  healthcare technology
Demonstrations   and  presentations  highlighting  critical  healthcare  themes,
including  applications  for public health, chronic care and disease management,
clinical   care  decision-making,   medical   error   reduction,  healthcare  to
underserved  populations,  and  various  other  cutting-edge  applications.

InterCare's  participation  is  predicated upon the company's development of the
InterCare  Clinical  Explore(tm)  (ICE(tm)),  an  innovative and robust software
suite  designed  for  integrated  management  of the healthcare enterprise, from
medical  history  to  diagnosis  and  treatment  and  billing.

On  September  3  2003 the registrant announced today that InterCare has entered
into  a  product  partnering  and  marketing  agreement with Meganet Corporation
based  in  Encino,  California.

The  parties  entered  into  this  partnership  agreement  for  the  purpose  of
integrating  Meganet's Virtual Matrix Crypto System Technology into ICE  Medical
Information  System.

Under  the  terms  of  this  agreement,  Meganet and InterCare will undertake to
customize  the  ICE  software  and product line to accommodate all the following
Meganet's  Technologies: VME Sign for data authenticity; VME Mail for encryption
of  e-mail at the end-user level; VME BioDrive-for portable patient data storage
on  a  USB  drive  with  biometric  authentication.

Each party will cooperatively market and co-brand the products and services that
are  subject  to  this  agreement  to  appropriate prospective buyers worldwide.
                                          22
<PAGE>

Recent  Events

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

On  February 17, 2004, the registrant announced the  appointment  of  Mr.  Jerry
Miller,  as  the  Interim  President  and  Chief  Operations  Officer  of  the
Company.
Mr  Miller  comes  to InterCare  DX  from Southern California Investment Banking
firm
Capital  Strategy  Partners  where  he  was  a  Managing  Partner.

Mr.  Miller's,  professional  experience  includes  over  twenty  years  in  the
Executive  Management and Investment Banking areas of the Information Technology
and Services Industry.  He has managed information technology enterprises in the
U.S.,  Europe  and Asia.  He has been the Chief Executive of successful software
and  service  startups.   He  has  assisted  clients in developing and executing
business  strategies  and capital formulation.   The enterprises he has led have
been  Premier  Partners  with  Microsoft,  Novell,  Cisco, HP, and IBM.   He was
internationally  recognized  as  Chief Executive of the youngest firm to receive
the  prestigious  Beacon  Award- an award given to only a handful of some 50,000
qualified  and  considered  firms.   Mr. Miller has formerly been a Partner with
Anderson  Consulting  (Accenture)  and  an Executive with IBM.  Mr. Miller is an
active  Alumnus  of  the University of Chicago, and California State University,
Fullerton.  He  has  received  advanced  degrees  in  Finance  and  Marketing.

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

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

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

ITEM  7.  FINANCIAL  STATEMENTS

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

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

None

PART  III

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

Board  of  Directors

The  business  of  the  Company is managed under the direction of the Board. The
Board  presently  consists of five directors, three of which are outside members
and  two  are  officers  of  the  Company.  The  Board  members will serve until
                                         23
<PAGE>
their  successors  are  elected  at the 2003 Annual Meeting, unless they earlier
resign  or  are  removed  as  provided  in  the  Bylaws.

The  terms  of  the  Board  of  Directors  is  staggered  over  a   three  year
period.

Executive  Officers

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

As  of December 31, 2003, directors, control persons, and  executive Officers of
the  Company  were  as  follows:

<TABLE>

<CAPTION>

Name                               Age   Title

<S>                                <C>    <C>
Anthony  C.  Dike,  MD               49    Chairman,  Director
                                           Chief  Executive  Officer,  Secretary
                                           Treasurer

Jerry  Miller,    MBA                48    Interim  President  and  COO

Russell  Lyon,   MA                  56    Director,  Chief  Technology  Officer

Jude  Uwaezuoke                      59    Director

Randall  Maxey                       62    Director

Wesley  Bradford                     63    Director
</Table>

 Anthony C. Dike, MD

Anthony  C.  Dike, MD,  our  Chairman,  Chief Executive Officer, Secretary and a
director.  Dr.  Dike  has  been the Chairman  of the Board, CEO and President of
the  Company   since   August,  1999. Anthony C. Dike, a  physician  by training
and   an   entrepreneur   that   has   funded  and  developed  various  start-up
high   technology  businesses  from  inception  to  fruition through his private
Investment  Firm,  MMG  Investments  Inc.,  a  California  corporation.

He  is  the  founder  of  CGI  Communications  Services,  Inc.  He  also is  the
founder  of  the  registrant  formerly  known  as Intercare Diagnostics, Inc., a
United  States  Food  and  Drug  Administration  (USFDA)  registered Bio-Medical
Software   Manufacturing  Company,  with  over  5 Multimedia  healthcare related
software   programs   in   the   market.  He  also   pioneered  the  design  and
development  of  the  Mirage  Systems  Biofeedback Software Program,  the  first
United  States  Food and   Drug  Administration  approved   software   only  for
Biofeedback  and  Relaxation  Training.  He  is also the founder  of Capnet IPA,
and  Meridian  Health  Systems,  Inc.  Anthony  C.  Dike,  MD,  is also a member
of   the   peer-review   standing   panel  for  United  States   Department  of
Education  National   Institute  for  Disability  and  Rehabilitation  Research.
He  has served as a consultant to United Nations Development Project-Sustainable
Human  Development  Program.   He  most  recently  pioneered  the   design   and
development   of  "InterCare  Clinical  Explorer  (ICE)",  a  scalable  software
application  specifically  designed  to effect cost-effective integration of all
aspects  of  the  healthcare   enterprise  through   documentation,  information
tracking   and  error  reduction   that  supports  patient  safety  and  greater
efficiency  among  healthcare  providers.

Jerry Miller, MBA
Mr.  Jerry  Miller,  our  Interim  President  and  COO,  received  a  BA  degree
in  Business  and  Finance  from  California State University, Fullerton and MBA
from  University  of Chicago, professional experience includes over twenty years
in  Executive  Management  and  Investment  Banking  areas  of  the  Information
                                         25
<PAGE>
Technology  and  Services  Industry.  He  has  worked  in the U.S., Europe  and
Asia.  He  has acted  as  the  Senior  Executive  of  successful  software  and
service  startups  and   he  has  assisted clients in developing and  executing
business strategies and capital formulation

Russell A. Lyon, MA

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

Wesley G. Bradford, MD, MPH

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

Randall Maxey, MD, PhD

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

Jude Uwaezoke, MBA

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

With the exception of Anthony C. Dike, MD,  Chairman  &  CEO,  and Mr. Russ Lyon
none  of the other directors   are,   or  have  been  employed  by  the Company.
                                         25
<PAGE>

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

Meetings  And  Committees  of  The  Board  of  Directors

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

FUNCTIONS  OF  COMMITTEES

AUDIT  AND  ETHICS  COMMITTEE:

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

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

EXECUTIVE  COMMITTEE:

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

Meetings  of  the  Board  of  Directors

During  the  fiscal  year  ended  December  31,  2003,  the  Company's  Board of
Directors  acted  Five  times  by  a  unanimous  written  consent  in  lieu of a
meeting.  Each  member  of  the Board participated in each action of  the Board.

AUDIT  AND  ETHICS  COMMITTEE  REPORT

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

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



                                         26
<PAGE>
In  connection  with  our  oversight  responsibilities,  we  have:

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

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

                   Members  of  the  Audit  and  Ethics  Committee:

Jude  Uwaezeoke  Chairman
Randall  Maxey
Wesley  Bradford

Clinical  Advisory  Board

Duties  and  Functions

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

Members  of  the  Clinical  Advisory  Board

Dr.  Wesley  Bradford, a graduate of New York  University School of Medicine, is
Medical   Director  of  Capnet  IPA  (Los  Angeles).   He  has   served  on  the
clinical  faculty  in  family  medicine  at  Harbor-UCLA  Medical  Center  since
1982.  He  was  co-author  of  a  pharmaceutical  proposal that helps the center
save  over  $1  million annually. He  has  done humanitarian work in both Uganda
and   India   as  a  member   of  an  international  Rotarian  Polio-Corrective
Surgery   Team  for  Crippled   Children,   bettering  the  lives  of  crippled
children  there.  In  1987  he   co-founded   a  medical  group  in   Torrance,
California.  Bradford,   who  has  a  Masters  Degree  in  public  health  from
UCLA   and  an   MBA  from  Cal   State  Long  Beach,  has  been a Fellow of the
American   Academy   of   Family  Physicians  since  1980.  He  has  a  special
                                         27
<PAGE>
academic   interest  in  electronic medical  record  systems, and has served as
a  consultant  to  the  state   and   county   governments  in  the   areas  of
electronic   death   registration  system   development,   primary   care  case
management,  and  health  care  access.

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

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

Anthony  C.  Dike, MD,  our  Chairman,  Chief Executive Officer, Secretary and a
director.  Dr.  Dike  has  been the Chairman  of the Board, CEO and President of
the  Company   since   August,  1999. Anthony C. Dike, a  physician  by training
and   an  entrepreneur   that   has   funded  and  developed  various  start-up
high   technology  businesses  from  inception  to  fruition through his private
Investment  Firm,  MMG  Investments  Inc.,  a  California  corporation.

He  is  the  founder  of  CGI  Communications  Services,  Inc.  He  also is  the
founder  of  the  registrant  formerly  known  as Intercare Diagnostics, Inc., a
United  States  Food  and  Drug  Administration  (USFDA)  registered Bio-Medical
Software   Manufacturing  Company,  with  over  5 Multimedia  healthcare related
software   programs   in   the   market.  He  also   pioneered  the  design  and
development  of  the  Mirage  Systems  Biofeedback Software Program,  the  first
United  States  Food and   Drug  Administration  approved   software   only  for
Biofeedback  and  Relaxation  Training.  He  is also the founder  of Capnet IPA,
and  Meridian  Health  Systems,  Inc.  Anthony  C.  Dike,  MD,  is also a member
of   the   peer-review   standing   panel  for  United  States   Department  of
Education  National   Institute  for  Disability  and  Rehabilitation  Research.
He  has served as a consultant to United Nations Development Project-Sustainable
Human  Development  Program.   He  most  recently  pioneered  the   design   and
development   of  "InterCare  Clinical  Explorer  (ICE)",  a  scalable  software
application  specifically  designed  to effect cost-effective integration of all
aspects  of  the  healthcare   enterprise  through   documentation,  information
tracking   and  error  reduction   that  supports  patient  safety  and  greater
efficiency  among  healthcare  providers.

Indemnification

Our  Articles  of  Incorporation  provide  that  we shall indemnify, to the full
extent permitted by California law, any of our directors, officers, employees or
agents  who  are  made,  or  threatened  to  be made, a party to a proceeding by
reason  of  the  fact  that  he or she is or was one of our directors, officers,
employees  or  agents  against  judgments,  penalties,  fines,  settlements  and
reasonable expenses incurred by the person in connection with the proceeding  if
specified  standards  are met. Although indemnification for liabilities  arising
under  the  Securities  Act of 1933 may be permitted to our directors,  officers
and  controlling  persons under these provisions, we have been advised  that, in
the  opinion  of  the  SEC,  indemnification  for liabilities arising  under the
Securities  Act  of 1933 is against public policy as expressed in the Securities
Act  and  is,  therefore,  unenforceable.
                                         28
<PAGE>
ITEM  10.    EXECUTIVE  COMPENSATION

Executive  Officers

The  executive  officers  of  the  Company  are  as  follows:

Anthony  C.  Dike,     Chairman/CEO/CFO
Jerry    Miller        Interim  President/COO
Russ  A.  Lyon,        Chief Technology Officer

                             EXECUTIVE  COMPENSATION

The   table  below  shows   information  concerning  the  annual  and  long-term
compensation  for  services  in  all  capacities  to  the  Company for the Chief
Executive  Officer  and  other  full-time  employee  executive  officers  of the
Company:
                               Annual Compensation
<TABLE>
<CAPTION
Name             Year     Salary         Bonus      Stock Option   All Other Compensation
                                                                    (Common Stock)
<S>             <C>      <C>           <C>        <C>             <C>
Anthony C. Dike (1) 2003     $0               0         100,000            0
Russ  A. Lyon   (2) 2003     $100,000         0         100,000           100,000
Jerry Miller    (3) 2003     $0               0         0                0

<FN>
1.  As of December 31, 2003, Anthony C. Dike has not received any salary from
the  registrant, and has deferred such payment until the registrant can afford to
pay after meeting all other obligations.

2. Mr.  Russ A. Lyon compensation for 2004 is being evaluated by the Compensation
Committee of the company and has not been finalized as at the time of this report.

3. Mr. Jerry Miller was engaged as the Interim President/COO on February 15, 2004,
   with total compensation package of $30,000 and 150,000 shares of Common Stock of
   the registrant to be issued at the end of the six month contracted period.

</TABLE>

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

         The  following  table sets forth, as of December 31, 2003 to the extent
known  to the  Company,  certain  information  regarding  the  ownership  of the
Company's  Common Stock by (i) each person who is known by the Company to own of
record or  beneficially  more than five percent of the  Company's  Common Stock,
(ii)  each of the  Company's  directors  and  executive  officers  and (iii) all
directors and executive officers as a group. Except as otherwise indicated,  the
shareholders  listed in the table have sole  voting and  investment  powers with
respect  to  the  shares  indicated.
The  following  tables  set  forth  information regarding the  beneficial owners
of  our  common  stock,  as  of  December  31,  2003,  by  the  following
individuals  or  groups:
     Each  of  our  executive  officers;
     Each  of  our  directors;
     Each  person,  or  group  of  affiliated persons, whom we know beneficially
     owns  more  than  5%  of  our  outstanding  stock;  and
     All  of  our  directors  and  executive  officers  as  a  group.

Except  as otherwise noted, and, to the best of our knowledge, the persons named
in  this  table  have sole voting and investing power with respect to all of the
shares   of   common   stock   held  by  them. As  of  the  table  date  we  had
14,293,403  common  shares  issued  and  outstanding






                                         29
<PAGE>

<TABLE>
<CAPTION>
Name  and  Address  of                       Amount  and  Nature  of
Beneficial  Owner               Title    Beneficial  Ownership   Status  Percent
of  Class
---------------------------  --------   --------------------  --------  --------------
<S>                           <C>          <C>                <C>         <C>
Anthony  C.  Dike  (1)(2)       Chairman     8,950,000        Active       51.6%
4127  West  62nd  Street        CEO
Los  Angeles,  CA  90043        Director

Jerry Miller                    Interim        150,000        Active       0.55
                                President
                                & COO
Russ  Lyon                      CTO           410,000         Active        2.4%
900  Wilshire  Blvd,  #500      Director
Los  Angeles,  CA  90017

Jude  Uwaezuoke                 Director      100,000         Active        0.5%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Randall  Maxey                  Director      200,000         Active        1.2%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Wesley  Bradford                Director      100,000         Active        0.5%%
900  Wilshire  Blvd,  #500
Los  Angeles,  CA  90017

Named  Officers  and                        9,910,000                       56.2%
Directors  As  a  Group  (1)

Other  Beneficial  Owners

Meridian  Medical Group, P.C.               3,600,200                       21.0%

MMG  Investments,  Inc                        900,100                        5.0%

Other  Public Shareholders                   3,083,103                      17.8

Total  number  of  shares/options
outstanding                                17,453,403                     100%
<FN>
(1)     Officer  or  Directors:  9,910,000  shares  of Common Stock listed above
includes  3,450,000 shares of Common  Stock  options granted to Anthony C. Dike,
210,000  shares of common stock owned and 200,000 shares of Common Stock options
granted  to  Russ Lyon, 100,000  shares  of Common Stock option  granted to Jude
Uwaezuoke,  100,000  shares  of  Common Stock Option granted to Wesley Bradford;
and  100,000  shares of Common  Stock  option  granted  to  Randall Maxey  as of
December  31,  2003,  disclosed as if they  were issued.  Also, Anthony C. Dike,
is  the sole director  and  an indirect beneficial owner of 3,600,200 of held by
Meridian  Medical Group, P.C., and 900,100  shares of Common  stock held by  MMG
Investments,  Inc.
</Table>
OPTIONS/SAR  GRANTS  IN  LAST  FISCAL  YEAR
None

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS

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

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

ITEM     DESCRIPTION
Exhibit  99.1     Independent  Auditors  Financial Statement and Schedules, when
                                          30
<PAGE>
available

Item  6.  Exhibits  and  Reports  on  Form  8-K
  31.1  Certification  pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
        of  Anthony  C.  Dike
  31.2  Certification  pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
        of  Jerry  Miller
  32.1  Certification  pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
        of  Anthony  C.  Dike  and  Jerry  Miller
                                  SIGNATURES

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


InterCare  DX,  Inc.







Date:  March  31,  2004            Signature  By:  /s/  Anthony  C.  Dike
                                               -----------------------------
                                                     Anthony  C.  Dike
                                                    Chairman  and  CEO









































                                        31
<PAGE>
                                    EXHIBIT  31.1



I,  Anthony  C.  Dike,  certify  that:

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

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

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

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

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

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

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

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

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

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

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

Date:     March  31,  2004

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







                                       32
<Page>
                                    EXHIBIT  31.2



I,  Jerry  Miller,  certify  that:

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

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

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

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

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

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

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

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

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

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

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

Date:     March  31,  2004





By:_/s/  Jerry  Miller
--------------------------
        Jerry  Miller
President  and  Chief  Operations  Officer



                                     33
<PAGE>

Exhibit  32.1




                             CERTIFICATION  PURSUANT  TO  SECTION  906
                             OF  THE  SARBANES-OXLEY  ACT  OF  2002


In  connection  with  the  annual  report  of  Meridian  Holdings,  Inc.  (the
"Company")  on  Form  10-KSB  for  the  period  ending  December  31,  2003  as
Filed  with   the   Securities   and   Exchange   Commission   on    the   date
Hereof  (the  "Report"),  we,  Anthony  C.  Dike, the  Chief  Executive Officer,
and  Mr.  Jerry  Miller,  Interim President of the Company, certify, pursuant to
18  U.S.C.  1350,  as  adopted pursuant   to Section   906 of the Sarbanes-Oxley
Act  of  2002,  that:

(1)  The  Report  fully  complies  with  the  requirements  of  Section 13(a) or
     15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)  The  information  contained  in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.

     A signed  original  of  this  written  statement  required  by Section 906,
or  other  document  authenticating,  acknowledging,  or  otherwise adopting the
signature  that  appears  in  typed  form  within the electronic version of this
written  statement  required  by  Section  906,  has  been  provided to Meridian
Holdings,  Inc.,  and  will  be  retained   by   Meridian  Holdings,  Inc.,  and
furnished to the Securities  and Exchange  Commission or its staff upon request.


DATE:  March 31,   2004        By:  /s/  Anthony  C.  Dike
                                        -------------------
                                         Anthony  C.  Dike
                                         Chairman  and  CEO


                                   By:_/s/  Jerry  Miller
                                   ----------------------
                                       Jerry  Miller
                         Interim  President  and  Chief  Operations  Officer



























                                       34
<PAGE>
INDEPENDENT  AUDITOR'S  REPORT

To  the  Board  of  Directors
InterCare DX,  Inc.

I  have  audited the accompanying balance sheet of InterCare DX, Inc., as of
December  31,  2003 and 2002 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 DX, Inc.,  as  of
December  31,  2003  and 2002 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  31,  2004







































                                         2
<PAGE>

                               InterCare DX, Inc.

                        Balance Sheet As At December 31st



<TABLE>
<CAPTION>


                                                                    2003             2002
                                                                  =========         ========
<S>                                                             <C>               <C>
ASSETS

Current assets
    Cash . . . . . . . . . . . . . . . . . . . . . . . .       $        525     $     2,930
    Accounts Receivable.(Note 2) . . . . . . . . . . . . . . . .  1,386,350       1,386,350
    Less: Allowance for Doubtful Accounts . . . . . . . . . . .        -                -
                                                                 ---------        ---------
                                                                  1,386,350       1,386,350
                                                                 ---------        ---------
    Inventory. . . . . . . . . . . . . . . . . . . . . .             52,211          52,211
                                                                 ---------        ---------
Total Current Assets . . . . . . . . . . . . . . . . . .          1,439,086       1,441,491

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

    Other Assets
     Deferred Public Offering Cost (Note 5) . . . . . . . . . . .    65,332          65,332
                                                                 ---------          -------
Total Assets . . . . . . . . . . . . . . . . . . . . . .      $   1,504,418      $1,506,823
                                                                 =========          =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable  (Note 2) . . . . . . . . . . . . .      $  1,476,058        1,228,950
                                                                 ---------         --------
Total Current Liabilities. . . . . . . . . . . . . . . .      $  1,476,058      $ 1,228,950

Long term liabilities   . . . . . . . . . . . . . . . .             76,797           55,800
                                                                 ---------        ----------
Total Liabilities. . . . . . . . . . . . . . . . . . . .      $  1,504,418      $ 1,284,750
                                                                 =========        ==========

Stockholders' equity

  Common stock (100,000,000 shares authorized,
  no par value, 14,293,403 and 13,293,403 shares issued and
  outstanding as at December 31, 2003 and 2002 respectively)
 (Note 2)                . . .  . . . . .  . . . . .  . . . . .   710,078           710,078

Accumulated Deficit. . . . . . . . . . . . . . . . . . .         (758,515)         (488,005)
                                                                  --------          --------
Total Equity                                                      (48,437)          222,074
                                                                  --------       ----------
Total Liabilities & Equity . . . . . . . . . . . . . . .       $1,504,418       $ 1,506,823
                                                                 =========       ==========
</TABLE>







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

                             Statement of Operations

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


                                            2003        2002
                                            =====       =====
<S>                                  <C>           <C>
Revenue                               $  -          $  364,452
                                        ---------      -------
Less: Cost of Revenues                $  -                   -
                                        ---------      -------
      Gross Margin                    $  0          $  364,452
                                        =========      =======
Operating Expense                        301,950        16,579
                                        ---------      -------
Other Income and Expense                      -             -
                                        ---------      -------
Net Income                            $  (301,950)   $ 347,873
                                        =========      =======

Weighted average number of shares      13,184,750   12,768,098

Earnings (loss) per common share        $  (0.02)    $   0.027

</TABLE>






































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

                             Statement of Cashflows
                         For the Year Ended  December 31

<TABLE>
<CAPTION>


                                                            2003               2002
                                                            ======             ======
<S>                                                        <C>                <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES

   Net  Income                                             $(301,950)         $  347,873
   Adjustments to reconcile  net  income to net cash
   Provided by operating activities
   Depreciation Expense                                                                -
   (Increase) Decrease in
              Accounts  receivable                                                     -
              Inventories                                                              -
              Prepaid Expenses                                       -                 -
              Accounts Payable                                278,548          (357,271)
                                                            ----------          --------
NET  CASH  USED  IN  OPERATING  ACTIVITIES                   (23,402)            (9,397)
                                                            ==========         =========

CASH  FLOW  FROM  INVESTING  ACTIVITIES

     Disposal of Fixed Assets                                                          -
     Deferred Offering Costs                                                           -
                                                               --------          --------
NET  CASH  USED  IN  INVESTING  ACTIVITIES                           -                 -
                                                               ========          ========

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
     Proceeds From Sale of Stock                                                       -
     Repayment of debt                                         20,997                  -
     Proceeds from long-term debt                                    -             9,000
                                                                -------           -------
NET  CASH  PROVIDED  BY  FINANCING  ACTIVITIES                  20,997             9,000
                                                                -------           -------

Increase (Decrease in cash)                                    (2,405) -            (397)

CASH  AT  BEGINNING OF PERIOD                                   2,930              3,327
                                                               --------           -------
CASH  AT  END  OF  PERIOD                                      $  525            $ 2,930
                                                               ========           =======

</TABLE>


















                                         5
<PAGE>
                               InterCare 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>
Bal December 31, 2001                              12,242,792    $    710,078    $   (835,878)       $ (125,800)

Net Income Year Ended 12/31/2002                                                      347,873           347,873


Shares issued in Lieu of Compensation               1,050,611
                                                   -----------      ---------         --------           --------
Balance as at December 31, 2002 . . . . . .        13,293,403         710,078        (488,005)           222,073


Net Income Year Ended 12/31/2003                                                     (270,510)          (270,510)

Shares in lieu of compensation                      1,000,000
                                                    ----------        --------       ---------          --------
                                                14,293,403   $    710,078    $  (758,515)        $ (48,437)

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




































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

                        Notes to the Financial Statements


Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

The  accompanying  notes  are  an  integral  part  of  this  statement.
                            InterCare DX, Inc.

                        Notes to the Financial Statements

Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES.

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

Estimates

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

Account Receivable

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

Inventory

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

Property and Equipment

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

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

Property and equipment consists  of  the  following as of December 31, 2003 and
2002:
<TABLE>
<CAPTION>
                                                  2003            2002
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,264      $68,264
Less:  Accumulated  Depreciation                   68,264       68,264
                                                 -------       -------
                                                  $    0        $    0
                                                 ========      =======
</TABLE>
                                       7
<PAGE>

Advertising

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

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.

On December 31, 2003, Anthony C. Dike, the Chairman/CEO of the Company exercised
his option to purchase 1,000,000 of InterCare  DX,  Inc.,  common stock at 0.002
per share. The intrinsic market value of such share were  deemed  negligible for
year  ended  December  31,  2003,  resulting  in  no increase in compensation or
shareholder equity.

Recognition of Revenues.

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

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

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

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

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

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

The  customer  has  the  option  to  purchase  a  maintenance contract from the
Company.  Revenues   from   maintenance  component  are  deferred  and  brought
recognized income ratably over the maintenance service period. Currently, there
are no  such contracts in existence. The Company's proposed maintenance charges
as based  on  vendor  specific  evidence  of fair value. During the fiscal year
ended December 31,  2003,  the company  did not sale any software license.

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
                                         8
<PAGE>
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 last public offering of common stock
have  been  deferred  and charged  against capital is as follows:

<TABLE>
<CAPTION>
<S>                                                             <C>
Registration  Fee                                                $ 6,600.00
Legal  Fees  and  Expenses                                        42,233.59
Accounting  Fees  and  Expenses                                    5,750.00
Printing                                                           7,077.00
Miscellaneous  Expenses                                            3,671.00
                                                                  ---------
         Total                                                   $65,331.59
                                                                  ==========
</TABLE>

Income  Taxes

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

Basic and Diluted Net  Loss  Per  Common  Share.

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

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

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

Recent Accounting Pronouncements

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

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

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

                                         9
<PAGE>
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

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


Note 4. STOCK-BASED COMPENSATION

Stock-based  compensation  plans  are  accounted  for, using the intrinsic value
Method Prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock  issued  To  Employees".

NOTE  5.  LEGAL  FEES

The  Company  has also agreed to pay Mr. Randolph Katz, Esq., of Bryan Cave LLP,
for his legal Services in connection to the initial public offering as invoiced,
which as of this  writing  is  approximately  $10,000.

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










































                                        10
<PAGE>