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,  2005

       (   )     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)

        6201 BRISTOL PARKWAY CULVER CITY,  CALIFORNIA  90230

                    (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, 2005, InterCare DX,  Inc., Registrant had  17,903,903 shares
of  its  no  par  value  common stock outstanding with a total market value of
$1,074,234















                                        Page 1 of 26 sequentially numbered pages
                                                                     Form 10-KSB
                       Annual Report For The Fiscal Year Ended December 31, 2005


                                TABLE  OF  CONTENTS

                                                                    Page  Number
                                    PART  I

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

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

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

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

                                  PART  II

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

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

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

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

                                  PART  III

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

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

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

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

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

































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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 6201 Bristol  Parkway, Culver City
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

Vasocor Vascular Diagnostic Centers (VVDC)

This is  the  latest  product  being  commercialized  by  InterCare, after  an
extensive  patient, provider and health insurance plan acceptance test.

It   is  a  freestanding  diagnostic  device,  that  employs  a  revolutionary
non-invasive inexpensive,  easy  to  use  procedure  that  has been clinically
proven to detect coronary artery  disease  (CAD)  earlier  and more accurately
than existing Techniques. CAD. The Vasocor Device has FDA pre-market approval,
validated  clinical  trial  data,  Medicare/Medicaid  and  Indemnity insurance
re-imbursement  eligibility.  In  addition  to  coronary arterial disease, the
device  can  also be used in the non-invasive diagnosis of peripheral vascular
disease and estimating endothelial function

Current  cardiovascular  research  has  confirmed  that  heart attack, stroke,
and most forms of peripheral vascular disease  are caused by abnormalities  in
the arterial wall. Vasogram  is a  new  technology  that  has  been  developed
that allows physicians to assess the status of the  arterial wall. The test is
rapid and painless and can be performed  with  no  risk  to  the patient in  a
physician's office.  In  addition,  the  cost  of the  testing  is competitive
with other  noninvasive  cardiovascular  tests. For the first time, physicians
will know how their patient's arteries compare to healthy subjects of the same
gender and age. Further, they will know how their  patient's  arteries compare
to subjects with known peripheral and coronary arterial disease, which  is the
direct cause of over one million deaths annually, generating over $100 billion
direct and $180 billion. indirect  treatment costs  annually.

The Vasogram  technology will be most helpful in identifying subjects at risk.
With this identification treatment will start early and outcomes will improve.
Finally, this testing will target subjects who will benefit from more
expensive and perhaps invasive testing.

Market and Value Proposition

Over 50% of the deaths attributed to CAD are of patients that exhibit no prior
symptoms of heart  disease.   Further,  existing  procedures  that  accurately
detect CAD are invasive and expensive, and  therefore  unlikely  to be used in
cases where symptoms are not present.  The Vasocor device enables primary care
physicians to easily identify CAD in situations where it  would  otherwise  go
undetected. Currently, primary care physicians test for CAD using risk profile
screens, which include family history, lifestyle, and physiologic measurements
of height, weight, body fat, blood pressure, blood glucose  levels, and  blood
lipid levels.  In situations where these screens indicate  a  high  propensity
for  CAD,  patients  undergo  more   sophisticated   tests   such  as  Resting
Electrocardiograms (ECGs), Stress ECGs and Stress  Echocardiograms.  In  focus
group  surveys,  primary  care  physicians  indicated  that  the  most  common
follow-up  test  is  the  Stress  ECG  or Echocardiogram. These tests are only
suggestive;  to  actually  confirm  CAD  a  patient  must  undergo  a coronary
angiography procedure  that  enables  the  physician to directly view arterial
obstructions.  This  is  an  invasive  test that is not performed by a primary
care  physician but instead referred to an outpatient or  inpatient  facility,
significantly increasing the expense to  both  the patient  and  the  insurer.
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<PAGE>
Further, this test is most accurate only for late-stage CAD,  when  treatment
often requires pharmaceuticals or surgery rather than lifestyle changes  that
can be effective if a physician identifies CAD early. The  inaccuracy of risk
profile  testing  and  echocardiograms  is  a  significant  reason CAD is not
detected  early  and  a  primary  reason CAD is fatal in patients that do not
exhibit prior symptoms.  Clinical  trials  indicate that risk profile testing
does not identify CAD when it is present (a False  Negative) in  males 60% of
the time, and 30% of  the  time  in  females. One of  the  Vasocor Procedures
(called a "Vasogram"), however,  is  14%  more  predictive  than  any  of the
risk  factors  alone  and  45%  more predictive when used in combination with
traditional risk factor  screening.  This  improved  accuracy  reduces  False
Negatives  from  60% to  27% in males and 30% to 23% in females. Furthermore,
the Vasogram is more accurate than the follow-up tests typically administered
by primary care  physicians, such as Stress ECG and Stress Echocardiogram. In
clinical trials comparing follow-up tests, 177 patients underwent MRI, Stress
ECG, Stress Echocardiogram (the most popular tests)  and  Vasogram.  The  MRI
(a visual measure of CAD) found CAD in 37 patients. Neither  the  Stress  ECG
nor the Echocardiogram  identified any of these patients, while the  Vasogram
identified 76%.  In  addition  to  the  diagnostic  benefits  of  the Vasocor
device, it is also  economically  advantageous to the primary care physician.
Typically, patients that  score high  in  risk  factor  analysis  and  Stress
Echocardiogram are referred for coronary angiography.  This test is  not only
More  expensive,  but  does  not generate revenue to the referring physician.
Furthermore,  in  cases  where it is actually not necessary, the test results
in significantly higher costs to the patient  and  insurer.  A  Vasogram,  in
contrast, is easily  administered  in  the primary care physician's office by
unskilled  staff  in  less  than  15  minutes.  With  Medicare  reimbursement
of  roughly $125 per procedure, physicians are  not dissuaded from performing
the test due to the economics, but instead can  increase  their  revenue  per
patient visit. The original Vasocor, Inc. business plan intended  to generate
revenues through either monthly  rental  fees from  primary  care  physicians
(approximately $500 per month) or per-use charges.  The device has been built
to accommodate  either  method.  Furthermore,  by  accurately  assessing  CAD
early  in  its  development,  the  Vasocor  device  can  reduce overall costs
to patients  and  insurers  by  identifying  the disease early enough so that
lifestyle  changes  are  effective  forms  of treatment rather than requiring
pharmaceutical or surgical treatment.  The Vasocor device offers a compelling
value  premise  of  accuracy,  simplicity  and  cost  savings  to physicians,
patients and health insurance providers.  Based on the 80 million CAD-related
procedures and  one  million  deaths  annually due  to  CAD,  the Company and
McKinsey & Company  have  estimated  the immediate market opportunity for the
Vasogram  at  $300 to $500 million, with a total market potential of over one
billion.

Clinical Trials and Publications

Independent medical researchers have conducted three major clinical trials in
four leading  academic medical centers in the United States and two in Europe
that  validates  the  technology.  This  clinical  testing has  extended over
eight years and has involved  multiple  versions of the device and associated
technology.

The first clinical trial involved  comparing Arterial Compliance measurements
with coronary artery disease as determined by invasive  coronary  angiography
(Vasogram Improvement Program).  The  second  clinical  study  was undertaken
to determine repeatability of testing and  expected values from a  population
of subjects over a large age range  without cardiovascular disease (Precision
Study).  Because coronary angiography does not identify  early cardiovascular
disease, the third clinical trial compared Arterial  Compliance  measurements
with degree  of  aortic  atherosclerotic  disease  as  measured  by  Magnetic
Resonance Imaging (MRI).  This study  included  subjects with a wide range of
cardiovascular disease (Accuracy Study).

Regulatory Approvals

The  VVDC  device  has  received  510(k)  pre-marketing approval by USFDA, in
addition to a UL approval.

In  summary,  the  Company  has been given  clearance  to  commercialize  the
                                         4
<PAGE>
Vasocor Vascular  Diagnostic  Centers  in  the  general areas of Non-invasive
cardiovascular disease assessment.

Reimbursements Considerations

Current Non-Invasive Cardiovascular disease management CPT and ICD-9 Codes are
applicable  for  the  Vasogram  as  well as for the Model 300's other built in
applications such as Ankle / Arm Index Module, Segmental Limb Pressure Module,
and Endogram Module (which measures Endothelial Function).

The  Medicare/Medicaid  80%  reimbursement level for each of  the applications
currently return in the range $198 to $245.  It is possible  to  apply to  the
AMA for a specific CPT Code for the Vasogram and Endogram Modules. There is no
guarantee that the company will be able to obtain a new AMA specific  CPT Code
or these re-imbursement levels will be sustained for a very long time.

Benefits

The Vasogram addresses the need  for an early-stage, non-invasive procedure to
identify CAD patients without the need for outpatient services or  clinics and
represents a benefit to the  patient, primary care physician, and the  medical
insurance industry. The Vasocor  Model  300  is  operational  on  a commercial
scale, has proven  effectiveness  in  robust clinical trials, has achieved FDA
clearance for marketing and sales, and has attractive reimbursement status.

Market Size

The  market  potential  of  Vasocor technology for the diagnosis of CAD in the
primary care physician's office and other  locations  is substantial.  Current
procedures  for  CAD  range  in  price  from $500 for an ECG Stress Test up to
several thousand dollars for an angiogram. The total number of CAD diagnostics
performed in the United States exceeds 80 million per year.  Initial estimates
for  procedures  involving  Vasocor technology indicate Vasocor's total market
opportunity, as estimated by McKinsey & Company, is  between  $300 million and
$500 million of a total $1.4 billion market potential.

Coronary Artery Disease

Heart disease is still the single largest killer of Americans, claiming nearly
a million lives a year. Approximately 60 million Americans are at risk of CAD.
The direct cost of treating heart disease in the U.S. reached $100  billion in
1999, while  the indirect costs exceeded $180 billion. Successfully diagnosing
CAD  is  complicated  by  the  fact that over 50% of people who die from heart
attacks  experience  no  symptoms  of  heart  disease  prior  to  the  initial
event,  which  is  often  death.  Atherosclerosis, fatty substance deposits or
plaque  in  arteries,  causes  structural  changes  in  the arterial wall that
alters the  arteries' physical properties.  Two types of plaques are Calcified
plaque  and  Vulnerable  plaque.  Calcified  plaque  is  a  hard lesion and is
a manifestation of late stage disease. Vulnerable plaque is a soft, lipid-rich
pool  with  a  hard  surface  that can rupture into the arterial flow surface,
leading  to  rapid  obstruction.  These  events that occur in patients with no
previous symptoms,  and  which  are  responsible  for over 50% of heart attack
deaths,  are  generally  thought  to  be  caused  by Vulnerable plaque, not by
Calcified plaque.

There is a significant need for a new technology capable of  identifying early
symptoms   of   cardiovascular  disease,  including  Vulnerable  plaque.  Such
diagnostic tools,  combined  with recent and upcoming intervention techniques,
create  the  possibility  of  treating  patients  at  an  earlier stage in the
disease,  thereby  preventing  some of the more than one million heart attacks
that occur annually  in  the  United States. Atherosclerosis is the underlying
abnormality  associated with coronary artery disease (myocardial infarction or
heart  attack),  cerebrovascular  accident  (stroke),  and peripheral vascular
disease (diabetes, amputations, etc).  Coronary artery  disease is the leading
cause of death in the United States; cerebrovascular  accidents are  the third
leading cause of death  and  the number  one  cause  of  permanent  disability
Major  risk  factors  for  atherosclerosis  includes:  cigarette  smoking,
hypertension, diabetes, elevated blood lipids, lack of exercise,  and obesity.
Modern medicine has developed powerful weapons to combat these risks.  Despite
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<PAGE>
these advances, a substantial number of  coronary and  atherosclerosis-related
events  occur  each  year  in  individuals  who  currently  do not qualify for
drug therapy based on current primary-prevention guidelines.  Therefore,  more
effective  strategies  are  required  to   identify   individuals   who  would
benefit from more aggressive therapy.
Atherosclerosis  is known  to thicken the arterial wall, thus making the artery
more  stiff  and resistant to expansion secondary to pressure change during the
cardiac  cycle.  The  Vasogram(tm)  device  has  the  capability  of accurately
measuring  arterial  stiffness  in vessels  in  the  lower extremity (thigh and
calf  levels).  This  device  is  noninvasive  (i.e.  safe),  inexpensive,  not
space restrictive, and can be operated by non-physicians and non-nurses.

Identification of Coronary Artery Disease

Currently, no effective, low-cost diagnostic exists for CAD in the primary care
physician's office. The less expensive CAD diagnostics, such as the ECG and the
ECG  Stress  Test  (including  Echocardiography),  are blinded to early CAD and
therefore are limited to identifying advanced atherosclerotic coronary disease.
Once  the  disease  is  at  such  a stage, treatment is costly.  In addition, a
significant number of patients fall into the "gray area"  where  physicians are
uncertain  as to whether the patient should be referred for additional testing,
put on medication, or simply followed with risk factor modification.

The relatively  more  accurate  diagnostic  tests, such as Stress Thallium, are
somewhat difficult to perform and interpret, and costly to administer. Coronary
angiography  is widely considered to be the "gold standard" for diagnosing CAD;
however, this procedure is both costly and highly invasive.  All of these tests
also  are  indicative  of  advanced  atherosclerotic  disease (or other cardiac
problems not associated with atherosclerosis).  None  of  these  procedures are
routinely performed in the office of primary care physicians.

Peripheral Arterial Disease (PAD)

PAD is  atherosclerosis  involving  peripheral  arteries,  such  as  the brain,
extremities,  and  visceral  vessels.  PAD  is  a highly prevalent disease that
affects approximately 8 to 12 million people in the United States.  In a recent
study it was  estimated  over  50%  of  patients  with PAD elude diagnosis. PAD
is clearly associated  with  increased  risk  of  other vascular disease, which
include cardiac and cerebro-vascular mortality and morbidity.

Competition

The existing CAD diagnostics available to primary care physicians  have several
important  limitations   that  create  significant  opportunities  for  a  new,
low-cost,  office-based,  procedure such  as  VVDC  technology.  First, as  CAD
diagnostics, both the ECG and the ECG Stress  Test  produce  a  relatively high
number of false negatives and false positives. More importantly these tests are
limited to the diagnosis of advanced atherosclerotic disease.  An estimated 50%
of  patients  given  an ECG receive borderline test results and 25% of patients
tested on an ECG Stress Test also fall into the borderline category.

Although the Stress Thallium and Echocardiogram are more accurate than  the ECG
and  the  ECG  Stress  Test,  these procedures are also more expensive and more
difficult to  perform and interpret.  Coronary angiography is widely considered
to be the "gold standard" for diagnosing CAD; however,  this  procedure is both
costly  and  highly invasive, and is a late stage disease diagnostic tool.

Physicians have estimated, between 10-20% of coronary angiograms performed find
little  or  no  disease  in the patient.  Further, intravascular ultrasound has
shown coronary  angiograms  often  miss  significant  atherosclerotic  disease,
when coronary lumen is not  compromised.  With the exception of ECGs, which are
often  conducted  in a  office, the  majority  of  the  existing CAD
diagnostics take place in hospitals or cardiac clinics.

The high  cost  of  the  equipment, skill needed to perform the tests and space
Requirements  prohibit primary care physicians from using most CAD  diagnostics
in  their office.  Currently,  primary  care  physicians do not have a low-cost
assessment alternative that they can use in their own office to assist  them in
determining whether a patient should be referred for further testing or whether
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<PAGE>
life  style  modifications  and  lipid-lowering drugs and other pharmacological
therapies are the appropriate next step.

For PAD the existing  commonly  used  assessment  tool  is Ankle/Brachial Index
(ABI). This noninvasive  procedure  can  accurately identify patients with PAD.
To conduct  an ABI  procedure  with  current technology,  the examiner needs to
be skilled in using Doppler ultrasound. This is a technique-sensitive procedure
whose results may vary depending on the skill of the examiner. Thus, this method
is  not  widely  used  in primary care offices.  The VVDC  device  includes  the
ABIgram(tm) module, which is a  Doppler-free method of performing Ankle/Brachial
Index  with  this  module  virtually  any  health  care provider can obtain this
important measurement.  If  PAD  is  found,  the  device offers another PAD tool
called the PADogram(tm).  This  module  measures  thigh  and calf segmental limb
systolic  pressure,  which  is  helpful  in  identifying  location  of  arterial
obstruction.

New Competitors / Complementers

Due to the  attractiveness of this market, there are several new technologies at
various stages of development aspiring to meet the need for new CAD diagnostics.
The  strongest  likely  emerging  competitors  to  arterial  compliance  are the
C-reactive  protein  assay,  IL-1 genetic test, and EBCT/Ultra Fast CT.  Each of
These  technologies detects coronary artery disease at different  stages  in the
progression  of the disease.  Arterial compliance measurement is  the only early
assessment  procedure that is noninvasive, cost effective and  easy  to  perform
in primary care physician's office.

C-reactive Protein Assay

The C-reactive protein assay is a blood test that may be able to add information
about a patient's risk for a coronary event beyond traditional risk factors.  In
clinical  trials conducted on 1,000 frozen  blood  samples  from the Physician's
Health Study, subjects with high protein levels were three  times  as  likely to
have a stroke or  heart  attack  as  those  with lower levels.  In another trial
conducted on 3,000 frozen blood samples, C-reactive protein levels  declined 38%
in  subjects  given  Pravachol  (statin  lipid-lower  drug)  and  the effect was
independent of changes  in cholesterol.  A  new  test  for  C-reactive  protein,
developed at Brigham and Women's Hospital in  Boston  and  launched  in November
1999, is gaining momentum in the marketplace. This test is  thought  to  be much
more  accurate than a previous test for C-reactive protein that met with limited
success  in  the  marketplace.  At  this  point,  however,  there are no studies
published that show C-reactive protein to have predictive power above Framingham
Risk Profiles. Further, in clinical  trials, Vasogram(tm)  endpoints  correlated
more closely with aortic atherosclerosis than C-reactive protein measurements.

Interleukin-1 (IL-1) Genetic Test
The  IL-1  genetic  test  is  a  finger-stick  blood  test  that detects genetic
Predisposition  for  CAD  by  examining  factors  that regulate the inflammatory
process.  Clinical  trials  conducted  at  the  Mayo  Clinic  revealed  a strong
association between IL-1 and CAD in patients 60 years old or younger.  The  test
was  developed  by  Interleukin Genetics, Inc. and is expected to be launched in
the next few years at a cost of approximately $200 per test.

EBCT / Ultra Fast CT

The EBCT/Ultra Fast  CT  uses imaging to detect coronary arterial calcification,
which has been shown to be correlated with the severity of  atherosclerosis.  In
clinical  trials,  a  calcium score of over 400 indicated a 15 fold greater risk
of a major coronary obstruction.  An  eighteen-month study of 1200  asymptomatic
patients showed that those who experienced coronary events  had  calcium  scores
6.5 times higher than those who had no such events.  In addition, a 150  patient
Clinical  trial  of EBCT's  efficacy  as  a  treatment monitor revealed a strong
correlation between reductions in  cholesterol and  calcium  deposits.  EBCT  is
 manufactured by San Francisco based Imatron which has since been acquired by
General Electric Corporation.

InterCare Clinical Explorer (ICE(tm))

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

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

Medical  knowledge  base  /  lexicon

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

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

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

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

Industry  Trend


The  US  Initiative

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

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

OUR  COMPETITION

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

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

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

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

OUR  COMPETITIVE  ADVANTAGE


    -  OUR  KNOWLEDGEABLE  AND  GROWING  SALES  FORCE  AND  TECHNICAL  STAFF.

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

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

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

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

    -  AUTOMATION  AND  ADVANCED  TELECOMMUNICATIONS  TECHNOLOGY.
      Our Network  Management  tools are automated which leads to less downtime,
      and  lower  labor costs.  We  use  the latest equipment, work closely with
      strategic partners  that are forerunners in  their  fields,  and  are  not
      hampered  by  existing  legacy  infrastructures.
                                         9
<PAGE>

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

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

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

OUR  BUSINES  STRATEGY

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

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

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

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

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

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

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

InterCare  strengths  when  operating  in  the  US  market  are:

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

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

-       ICE(tm)    architecture  supportive  of  concurrent  multi-lingual users
                                         10
<PAGE>
-       ICE(tm)    architecture   supportive   of   remote   administration  and
        maintenance

-       InterCare  control  over  competitive  product  packaging   and  pricing
        strategies

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

-       InterCare  competitive  lower  cost  of  enterprise  product development

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

-       Compliance  with  HIPAA  through  customer  controlled security business
        rules.

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

Risk  Factors

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

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

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

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

Most recently, the Center for Medicare and Medicaid Services announced that it
has released a beta version of the Veteran Administration EMR software called
called Vista Office(Veteran Health Information Systems and Technology
Architecture) (www.vista-office.org), for download by physicians free of charge
to use in their offices. This application is like the VA EMR, popularly known as
VisTA and uses outlines and facilitates the documentation of what has been done
for prevention purposes using "form filled hypertext" whereby one clicks on
questionnaire answers (in outline form) and the text is automatically generated
in the note. The application is written in Delphi, and the database is
Intersystems' Cache - a hierarchical database.(www.intersystems.com.

The final release of this software is still pending, and the impact of this move
by the Federal Government is believed to encourage physicians to transition from
paper medical record keeping to an electronic one.

                                         11
<PAGE>
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.

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

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

Legislation  currently  being  considered  at  the  federal  level  could affect
our  business.  For example, the Health Insurance Portability and Accountability
Act  of  1996  mandates  the use of standard transactions, standard identifiers,
security,  and  other provisions as amended. 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.  Furthermore, our recent  involvement with the
VVDC technology makes us an FDA regulated  entity. The release  of  future  VVDC
products will require FDA approval. There is no  guarantee  that  such  approval
will be obtained in a timely manner or at all. Any delay  in  obtaining such
approval will impact our revenue.

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
                                         12
<PAGE>
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.

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.  Further,  sales  in  the
traditional retail  high  technology  industry  are significantly higher  in the
fourth  calendar  quarter of each year than in the preceding three quarters.

EMPLOYEES

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

ITEM  2.  DESCRIPTION  OF  PROPERTY

We are presently  occupying 1/3 of an office space leased by  Meridian Holdings,
Inc.,  our  parent  company,  at  6201 Bristol Parkway, Culver City California.
The  agreed cost  attributable  to us  for  the use of the facility is based  on
1/3  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,  2005.

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 $.10 and a low bid of $0.04 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 2005
Quarter ended March 31              0.07                  0.05
Quarter ended June  30              0.07                  0.05
Quarter ended September 30          0.06                  0.05
Year ended December 31, 2005        0.06                  0.04

                                    High                  Low
Calendar 2004
Quarter ended March 31              0.10                 0.10
Quarter ended June  30              0 07                 0.07
Quarter ended September 30          0.06                 0.06
Year ended December 31, 2004        0.20                 0.20
</TABLE>
                                         13
<PAGE>
At  December 31, 2005, the company had approximately 455 shareholders of record
for  its  common stock.  Our  preferred  shares  have never been offered to the
public, therefore  have  never  been  publicly  traded.

DESCRIPTION  OF  SECURITIES

COMMON  STOCK

We  are  authorized  to  issue  up to 100,000,000 shares of common stock, no par
value,  of  which  17,903,903  shares were issued and outstanding as of December
31,  2005.   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.

PREEMPTIVE  RIGHTS.

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

LIQUIDATION.

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

TRANSFER  AGENT.

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

Recent  Sales  of  Unregistered  Securities

The following information  is  given with regard to unregistered securities sold
by the registrant during the past year, including the dates and amounts of
securities   sold;  the  persons  to  whom  we  sold  the  securities;  the
                                         14
<PAGE>
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
03/10/06  Common Stock 1,000,000  Anthony C. Dike  incentive stock option exercise
                                                   valued  at $0.002 per share (2)
03/10/06 Common Stock    250,000  John Hoffman     Stock Issued for Services at
                                                   0.04 cents per share (2)
03/10/06 Common Stock    250,000  Jeff Raines      Stock issued for services at
                                                   0.04 cents per share.
<FN>
   (1)  Anthony  C.  Dike  is  the founder and CEO of the Company since 1991, and has been
       compensated  since  inception  of  the  Company  by Common Stock and Stock  Options
      (Please  see  related  party  transactions  section  below).

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

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

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

RESULTS  OF  OPERATIONS

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

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

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

The company generated $12,010 revenues from operations as of December 31, 2005
                                         15
<PAGE>
and  no revenue for comparable period in 2004. The increase in revenue for the
period ended in December 31, 2005.

The Company  anticipate increase in revenue from the sale of  Vasocor Vascular
Diagnostics Devices (VVDC), software licenses, implementation and  maintenance
services starting  in  the  second  quarter of 2006, of which negotiations are
in progress  with  potential  customers  who are  interested in purchasing the
the Company's products and services.

COST  OF  REVENUES.

There  was  no  cost  of  revenue  incurred  during  2005  and  2004  year  end
respectively.

SALES  AND  MARKETING.

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

PRODUCT  DEVELOPMENT.

The Company will continue to update and enhance both the VVDC device as well as
ICE(tm)Software  products  with the result that  there will be  an  anticipated
increase in product research and  development  expenses  during the next coming
year. There can be no assurance that any new development or update  to the VVDC
devices will be approved for marketing by USFDA in a timely manner. In  ability
to obtain USFDA proved, or any delay in approval may impact our revenue stream.

GENERAL  AND  ADMINISTRATIVE.

General  and  administrative  expenses  decreased  by 21% for  the year ending
December 31, 2005 to $170,374 compared to $215,418  in 2004.  The  decrease in
expense during  the  period  ended 2004, was due to business restructuring and
lay-off of some personnel.

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

OPERATING  LOSS

As   a   result   of  the  factors  described  above,  Company  expects  further
increases  in  operating  expenses  for  the  year  2006. 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  LOSS.

The Company had a net loss of $1,661,757 for the year ended December 31, 2005
as compared  to  net  loss  of   $215,418 for the year ended December 31, 2004.
The increase in net loss is due to bad debt expense in the amount of $1,385,850
and write-off of inventory and public offering costs against operations in the
amount of  $117,543 during  the period ended December 31, 2006. The Company
anticipates future revenue increases, as it embarks upon aggressive
commercialization of  the VVDC  device  as well  as sales of ICE(tm) software
licenses, implementation and training.

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., and commercialization of the VVDC technology, through the growth in  those
operations and related  staffing.  Management  anticipates  that these increased
expenditure  levels  will  continue  for  the  foreseeable  future.   Management
                                         16
<PAGE>
anticipates incurring additional expenses to increase our  marketing  and  sales
efforts, for Research and Development of  the VVDC 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 March  5,  2005, the following individuals  were  elected to serve as
directors of the company until the next annual meeting: Jude  Uwaezoke, Karunyan
Arulanantham,  Donald  Stanford,  and  Wesley  Bradford.

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

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

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

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

On June 8, 2005, the Company successfully  deployed  the  ICE(tm)  software on a
pilot basis at a hospital facility in Saudi Arabia. While on going refinement of
the software is proceeding based on the feedback from  this pilot testing, there
are  no  guarantees  that  the  pilot  testing will be successful in meeting the
health information needs of the testing hospital. The Company  will  deploy  the
application  system  wide,  at  the  conclusion  of  the  pilot testing which is
anticipated to last for only six months.

Also, the Company initiated a pilot testing  of the Vasocor Vascular Diagnostic
Center Device. Feedback  from this pilot  testing  will determine  whether  the
company  will be involved in this new line  of  service business in future.

On December 29, 2005, the registrant issued a press release announcing a joint
Product Teaming and Preferred Implementation partner agreement  with  Novantus
Corporation

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

The company has continued to redefine itself as a leader in  the area of Medical
Informatics, Cardio-Vascular Devices,  Telemedicne  and Telehealh.  The  Company
anticipates  to  participate in  the  several  Trade  shows  and  industry
presentations during the next several months.

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


                                         17
<PAGE>
the products and Services of the Company.

The Company continues to face several challenges in trying to deploy the ICE(tm)
software from various regulatory bodies,  including  the now  implemented  HIPAA
rules, and other activities in the Electronic  Health Records  arena  that  will
potentially increase the competitive atmosphere  for  various  Electronic Health
Records software vendors.

For instance, the Center for Medicare and Medicaid Services  recently  announced
that it has released a beta version of the Veteran Administration  EMR  software
also called Vista Office(Veteran Health Information Systems and Technology
Architecture) (www.vista-office.org), for download by physicians free of charge
to use in their offices. This application is like the  VA EMR,  popularly known
as VisTA and uses outlines and facilitates the documentation  of  what has been
done for prevention purposes using "form filled hypertext"  whereby  one clicks
on questionnaire answers (in  outline  form)  and  the  text  is  automatically
generated  in the note. The  application is written in Delphi, and the database
is Intersystems' Cache - a hierarchical database.(www.intersystems.com.)

The final release of this software is still pending, and the impact of this move
by the Federal Government is believed to encourage physicians to transition from
paper medical record keeping to an electronic one.

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.

Recent Events

On February 22, 2006,  the  Company  entered  into  an Exclusive  Master  value
added Reseller agreement with Meridian health  Systems  P.C.(a  private company
with Common control) to  commercialize  the  Vasocor Vascular Diagnostic Center
medical  device.  Revenue from this agreement was minimal during the first
quarter

On February 24, 2006, registrant issued a press release  announcing that it has
Initiated  full  commercialization  of  the  Vasogram  Technology  and  names a
renowned scientist as the chairman of the Scientific Advisory Board.

On February  25,  2006, the  following  individuals  were  re-elected  to serve
as directors of  the  company  until  the  next annual meeting:  Jude Uwaezoke,
Karunyan  Arulanantham, Donald Stanford and  Wesley  Bradford. Anthony C. Dike,
was re-elected for another three year term.

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

None

Item 3.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange  Act" ),   the  Company  carried  out  an  evaluation  under  the
Supervision and with the participation  of  the  Company's management, including
the Chief Executive Officer  and President and the Principal  Financial Officer,
of the effectiveness  of  the Company's disclosure controls and procedures as of
December 31,  2005.  In  designing  and  evaluating  the  Company's disclosure
controls and procedures, the Company and its management recognize that there are
inherent  limitations  to the effectiveness of any system of disclosure controls
and  procedures,  including the possibility of human error and the circumvention
or  overriding  of  the  controls  and  procedures.  Accordingly, even effective
disclosure  controls  and  procedures  can  only provide reasonable assurance of
achieving  their  desired  control  objectives. Additionally,  in evaluating and
implementing  possible  controls  and  procedures,  the Company's management was
required  to  apply its reasonable judgment. Based upon the required evaluation,
the Management concluded that as of December 31, 2005, the Company's disclosure
controls  and  procedures  were  effective  (at the "reasonable assurance" level
                                         17
<PAGE>
mentioned above)  to  ensure  that  information  required to be disclosed by the
Company in  the  reports it files or submits under the Exchange Act is recorded,
processed,  summarized  and  reported  within  the time periods specified in the
Securities and Exchange Commission's rules and forms.
From  time  to  time,  the  Company  and  its management have conducted and will
continue  to  conduct  further  reviews  and,  from  time  to  time put in place
additional  documentation,  of the Company's disclosure controls and procedures,
as  well  as its internal control over financial reporting. The Company may from
time to  time  make  changes  aimed at enhancing their effectiveness, as well as
changes  aimed  at ensuring that the Company's systems evolve with, and meet the
needs of, the Company's business. These changes may include changes necessary or
desirable  to  address  recommendations of the Company's management, its counsel
and/or   its  independent   auditors,   including   any  recommendations of  its
independent   auditors  arising out of their audits and reviews of the Company's
financial  statements.  These  changes  may include changes to the Company's own
systems,  as well as to the  systems of businesses that the Company has acquired
or that the Company may acquire  in the future and will, if made, be intended to
enhance the effectiveness of the  Company's controls and procedures. The Company
is  also   continually  striving  to  improve  its  management  and  operational
efficiency  and  the  Company  expects that its efforts in that regard will from
time  to  time  directly or  indirectly affect the Company's disclosure controls
and  procedures,  as  well  as  the  Company's  internal  control over financial
reporting.

Changes in Internal Control Over Financial Reporting

There  have  been  no  changes  in  the  Company's internal controls or in other
factors that could  significantly  affect  internal controls subsequent to the
date of the evaluation.

PART  III

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

Board  of  Directors

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

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

Executive  Officers

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

As  of December 31, 2005, directors, control persons, and  executive Officers of
the  Company  were  as  follows:
<TABLE>
<CAPTION>
<S>                               <C>     <C>
Name                               Age     Title

Anthony  C.  Dike,  MD               51    Chairman,  Director
                                           Chief  Executive  Officer,  Secretary
                                           Treasurer
Jude  Uwaezuoke                      61    Director

Donald Stanford                      55    Director

Karunyan  Arulanantham               64    Director

Wesley  Bradford                     65    Director
</Table>
                                         18
<PAGE>
With the exception of Anthony C. Dike, MD, Chairman & CEO, none of the other
directors   are,   or  have  been  employed  by  the Company.

There are  no  family  relationships  between  any  directors  or  executive
officers.
Meetings  And  Committees  of  The  Board  of  Directors

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS
Anthony C. Dike, MD

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

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

Wesley G. Bradford, MD, MPH

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

Karunyan  Arulanantham, M.D

Dr. Karunyan  Arulanantham, is the president of Sierra Medical Management
a  subsidiary  of  Sierra.  He  is  board  certified  in  general  pediatrician,
pediatric endocrinology and Quality Assurance  and  Utilization  Review.  He  is
also a Fellow  of  American Academy  of  Pediatrics,   as   well   as  a  Fellow
of American College  of Endocrinologists.  He  is  a member of Quality Assurance
Committee of PacifiCare Health Plan.

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
                                         19
<PAGE>
Hills  and  an  MBA  from  West  Coast  University.

Mr. Donald Stanford

    Donald Stanford is a  seasoned  executive who has spent the last 23 years in
Senior  Management   of   a  successful  technology  company  that  has  enjoyed
considerable  success in growth, industry leadership and  creating value for its
shareholders. He possesses the rare combination of  technology skills,  hands-on
P&L expertise, corporate leadership and customer communications with the ability
to   work  in  a  team  environment  and  achieve  extraordinary  results  under
challenging conditions.

He was formerly the  Senior Vice President and Chief Technology officer of GTECH
Holdings, Inc., a multi-national  information  technology  company.  During  his
twenty-two years with GTECH, the  Company  has  grown from  a market share of 5%
and sales of less  than  $1 million  to a dominant worldwide market share of 70%
and  sales in excess of $1 billion as  of the end of 2002. The Company has  been
consistently  profitable  and  has  been the driving force in the last decade in
the development and installation  of  on-line  lottery systems in North America,
Europe, South America, Africa and Asia, and employs over 4,500 people worldwide.
As  an  important  factor in this success, Mr. Stanford has traveled extensively
and collaborated with a large number of domestic and international customers and
partners.

In  addition  to  being the Company's chief technical strategist, he  was also a
vital  part  of the sales and marketing and project management  activities  that
were critical to the Company's overall success

As  a  recently retired employee and GTECH Holdings Fellow, he advises the GTECH
Holdings Corporation in the areas of future  technologies and architectures that
may be of value to the Company's future growth strategies.

Mr. Stanford earned a Bachelor of Arts in International Relations in 1972  and a
Master's in Computer Science/Applied Math in 1977 from Brown University.  He has
recently  been  appointed  Adjunct  Professor  of  Computer  Science  at   Brown
University and in 1999 received the Black Engineer of the Year Award for
Professional Achievement.

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  Stanford

EXECUTIVE  COMMITTEE:

         The  Executive  Committee  may  exercise  the  power  of  the  Board of

                                         20
<PAGE>
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, Karunyan and  Bradford.

Meetings  of  the  Board  of  Directors

During  the  fiscal  year  ended  December  31,  2005,  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)

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
Donald Stanford
Wesley  Bradford

Clinical  Advisory  Board

Duties  and  Functions
                                         22
<PAGE>
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 our products and services.
This  panel  will  be  expanded  in  future  to include experts  from different
healthcare  profession

Members  of  the  Clinical  Advisory  Board

Professor Jeff Raines,  is  the  Chairman  of the Scientific Advisory Board for
the Vasogram Technology, which has now been officially introduced to the market
after almost one year of pilot testing of the product by InterCare DX, Inc, for
patient and healthcare  providers  acceptance.

Professor Raines, professional experience includes over forty years in academia,
having  received a Doctorate degree in Mechanical Engineering from Massachusetts
Institute  of  Technology  and Doctorate degree in medicine from Harvard Medical
School  under  an  NIH  MD/PhD  Training Fellowship in 1972. He has an extensive
formal  education in the areas of clinical cardiovascular medicine with surgical
exposure,  engineering  and  research. Professor Raines is a  Fellow of American
College  of  Cardiology.  He   has  published   extensively   in   the  area  of
Cardiovascular  medicine.  He  holds  seven  acclaimed  United   States  patents
for  the  Vasogram  and  Endogram  technology.  He  most  recently  retired as a
Professor  of  Surgery  from  University  of  Miami,  Florida,  USA. His role in
InterCare  will  include  working with  the Research and Development division of
InterCare to continue  to  enhance  and  update the Vasogram Technology for both
United   States   and  International commercialization.

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

Dr.  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
                                         23
<PAGE>
United  States  Food  and  Drug  Administration  (USFDA)  registered Bio-Medical
Software   Manufacturing  Company,  with  over  5 Multimedia  healthcare related
software   programs   in   the   market.  He  also   pioneered  the  design  and
development  of  the  Mirage  Systems  Biofeedback Software Program,  the  first
United  States  Food and   Drug  Administration  approved   software   only  for
Biofeedback  and  Relaxation  Training.  He  is also the founder  of Capnet IPA,
and  Meridian  Health  Systems,  Inc.  Anthony  C.  Dike,  MD,  is also a member
of   the   peer-review   standing   panel  for  United  States   Department  of
Education  National   Institute  for  Disability  and  Rehabilitation  Research.
He  has served as a consultant to United Nations Development Project-Sustainable
Human  Development  Program.   He  most  recently  pioneered  the   design   and
development   of  "InterCare  Clinical  Explorer  (ICE)",  a  scalable  software
application  specifically  designed  to effect cost-effective integration of all
aspects  of  the  healthcare   enterprise  through   documentation,  information
tracking   and  error  reduction   that  supports  patient  safety  and  greater
efficiency  among  healthcare  providers.

Indemnification

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

ITEM  10.    EXECUTIVE  COMPENSATION

Executive  Officers

The  executive  officers  of  the  Company  are  as  follows:

Anthony  C.  Dike,     Chairman/CEO

                             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) 2005     $0               0         100,000          0
<FN>
1.  As of December 31, 2005, 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.
</TABLE>

ITEM  11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND  MANAGEMENT

         The  following  table sets forth, as of December 31, 2005 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
                                         24
<PAGE>
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,  2005,  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
21,461,402  common  shares  outstanding.
<TABLE>
<CAPTION>
Name  and  Address  of                       Amount  and  Nature  of
Beneficial  Owner               Title    Beneficial  Ownership   Status Percent  of  Class
---------------------------  --------   --------------------  -------- -----------------
                           <C>          <C>                <C>         <C>
Anthony  C.  Dike  (1)          Chairman     15,050,100       Active         70%
6201 Bristol Parkway            CEO
Culver City,  CA  90230         Director

Donald Stanford                 Director        100,000       Active          0.5%
6201 Bristol Parkway
Culver City,  CA  90230

Jude  Uwaezuoke                 Director        300,000       Active          1.4%
6201 Bristol Parkway
Culver City,  CA  90230

Karunyan Arulanantham           Director        100,000       Active          0.5%
6201 Bristol Parkway
Culver City,  CA  90230

Wesley  Bradford                Director        300,000        Active         1.4%%
6201 Bristol Parkway
Culver City,  CA  90230

Named  Officers  and                         15,850,100                       74%
Directors  As  a  Group  (1)

Other Public Shareholders                     5,811,302                       26%

Total number of shares outstanding           21,461,402                      100%
<FN>
(1)     Officer  or  Directors: 15,850,100  shares  of  Common Stock  listed above
includes 7,000,000  shares  already  issued  and 3,550,000 shares of Common  Stock
options granted to Anthony C. Dike. Also,  Anthony C. Dike, is  the  sole director
and  an  indirect  beneficial  owner  of  3,600,200  shares of common  stock  held
by  Meridian  Medical Group,  P.C., and  900,100  shares  of Common stock  held by
MMG Investments, Inc.,  300,000  shares  of  Common  Stock  option granted to Jude
Uwaezuoke,  300,000  shares of  Common Stock  Option  granted to  Wesley Bradford;
100,000 shares of Common  Stock of option granted to Donald Stanford,  and 100,000
Shares of Common Stock option granted to Karunyan Arulananthan  as of December 31,
2005, disclosed as if they  were issued.
</Table>
<TABLE>
<CAPTION>
OPTIONS/SAR  GRANTS  IN  LAST  FISCAL  YEAR

Name                           Year               Stock Option
<S>                           <C>                <C>
Anthony C. Dike                 2005               100,000
Wesley G. Bradford              2005               100,000
Karunyan Arulanantham           2005               100,000
Jude Uwaezoke                   2005               100,000
Donald Stanford                 2005               100,000
</TABLE>
                                         26
<PAGE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS

On March 10, 2006, Anthony C. Dike, the Chairman/CEO of the Company exercised
his option to purchase 1,000,000 of InterCare DX, Inc., common stock at 0.002
per share.

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

ITEM     DESCRIPTION

Exhibit  99.1     Independent  Auditors  Financial Statement and Schedules, when
available

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

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


                                  SIGNATURES

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

InterCare  DX,  Inc.






Date:  May 17,  2006                Signature  By:  /s/  Anthony  C.  Dike
                                               -----------------------------
                                                     Anthony  C.  Dike
                                                     Chairman  and  CEO






























                                         26
<PAGE>

To  the  Board  of  Directors
InterCare DX,  Inc.

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

We  have  audited  the  accompanying  balance  sheet   of  InterCare  DX,  Inc.,
as of December  31,  2005  and  2004  the  related  statements   of  operations,
stockholders' equity  and  cash flows for the  year then ended. These  financial
statements  are  the   responsibility   of   the   Company's   management.   Our
responsibility is to express an  opinion  on  these financial  statements  based
on  our  audit.  Our responsibility is to  expressed  an opinion  on  those
financial statements based on our audit

We  conducted our audit in accordance with the  standards  of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence  supporting  the  amounts  and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our   audit  provides  a
reasonable basis  for  our  opinion.

In our opinion, the financial statements referred  to above present
fairly,  in all material respects, the financial position of the Company  as of,
as  of  December  31,  2005,  and 2004 and  the  results of its  operations  and
cash flows for the year then ended,  in  conformity  with  accounting principles
generally accepted  in  the  United  States  of  America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note D to the financial
statements, the Company has incurred losses since inception and is dependent
upon obtaining adequate financing to sustain operations. These factors raise
substantial doubt that the Company will be able to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note D.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.


Madsen and Associates CPA's, Inc.
Salt Lake City, Utah
May 17, 2006


























                                         2
<PAGE>
                               InterCare DX, Inc.

                        Balance Sheet As At December 31st



<TABLE>
<CAPTION>


                                                                    2005             2004
                                                                  =========         ========
<S>                                                             <C>               <C>
ASSETS

Current assets
    Cash . . . . . . . . . . . . . . . . . . . . . . . .       $       147       $    2,130
    Accounts Receivable.(Note 2) . . . . . . . . . . . .             9,088        1,386,350
    Less: Allowance for Doubtful Accounts . . . . . . . . . . .        500                -
                                                                 ---------        ---------
                                                                     9,735        1,385,080
                                                                 ---------        ---------
    Inventory. . . . . . . . . . . . . . . . . . . . . .                 -           52,211
                                                                 ---------        ---------
Total Current Assets . . . . . . . . . . . . . . . . . .             9,735        1,437,291

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

    Other Assets
     Deferred Public Offering Cost           . . .. . . . . . .   .                  65,332
                                                                 ---------          -------
Total Assets . . . . . . . . . . . . . . . . . . . . . .      $     9,735        $1,502,623
                                                                 =========          =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts Payable           . . . . . . . . . . . . .      $  1,573,045        1,549,056
    Advances from Officer                                           26,500           28,500
    Deposits                                                                         50,000
                                                                 ---------         --------
Total Current Liabilities. . . . . . . . . . . . . . . .      $  1,599,545      $ 1,627,556

Long term liabilities   . . . . . . . . . . . . . . . .        $    76,677           76,797
                                                                 ---------        ----------
Total Liabilities. . . . . . . . . . . . . . . . . . . .      $  1,676,222      $ 1,704,353
                                                                 =========        ==========

Stockholders' equity

  Common stock (100,000,000 shares authorized,
  no par value, 17,903,903 and 15,713,902 shares issued and
  outstanding as at December 31, 2005 and 2004 respectively.       969,203          772,203
Accumulated Deficit. . . . . . . . . . . . . . . . . . .        (2,635,690)        (973,933)
                                                                  --------          --------
Total Equity                                                    (1,666,487)        (201,730)

                                                                 --------         ----------
Total Liabilities & Equity . . . . . . . . . . . . . . .        $   9,735      $ 1,502,623
                                                                 =========         ==========
</TABLE>






See Accountants Report and Notes to Financial Statements

                                        3
<PAGE>
                               InterCare DX, Inc.

                             Statement of Operations
                        Year  ended  on  as  of  December  31, 2005
<TABLE>
<CAPTION>

               For the: 12 Mos. Ended December. 31,

                                        2005         2004
                                       ======        =====
<S>                                   <C>           <C>
Revenues  . . . . . . . .            $ 12,010         $     0
                                      ---------       -------
Cost of Revenues                            -
                                     ---------       ---------
Gross Margin                           12,010               0

Operating Expense.
   General and Administrative         170,374          215,468
   Bad Debt Expense                 1,385,850                -
   Write off of Inventory and
   Public offering cost.              117,543                -
                                   ---------         --------
Total Expense                       1,673,767          215,468

   Net (Loss)          . .       $ (1,661,757)        (215,468)
                                   =========         =========

Net income(loss) per share
Weighted average number of
Common shares  outstanding           17,903,903     14,461,986
Net loss per share                   $   (0.09)     $   (0.01)
</TABLE>

See Accountants Report and Notes to Financial Statements

































                                         4
<PAGE>
                                 InterCare DX, Inc
                    Statement of Changes in Stockholders' Equity
                  For the Year Ended  December 31, 2005 and 2004


<TABLE>
<CAPTION>
                                           Common Stock          Common Stock   Accumulated
Transaction and  Date                         Shares                 Amount         deficit
                                         =============           ==========     ===========
<S>                                     <C>                   <C>             <C>
Balance at December 31, 2003              14,203,403             $710,078       (758,465)
                                         ===========             =========      ===========
Shares issued in lieu of compensation
at $.10 per share                             50,000                5,000              -
Shares issued for cash at $.25 per share     120,500               30,125              -
Shares issued to Officer for cash
at $.002 per share                         1,000,000                2,000              -
Shares issued for cash at $0.10 per share    125,000               12,500              -
Shares issued for licensing fees at
$0.10 per share                              125,000               12,500              -

Net(Loss) for period                               -                    -      (215,468)
                                           ----------            ---------     ----------
Balances at December 31, 2004             15,713,903            $ 772,203    $ (973,933)
                                          ===========          ============  ============

Shares issued for cash at $0.25 per share    440,000             110,000                -
Shares issued in lieu of compensation;
at $0.12 per share                          650,000               78,000                -
Shares issued for services; valued at
$0.07 per share                             100,000                7,000
Shares issued from option exercise
of officer, valued at ).002 per share     1,000,000                2,000                -

Net(Loss) for period                               -                  -       (1,661,757)
                                          -----------         -----------     -----------
Balances at December 31, 2005             17,903,903          $ 969,203      $(2,635,690)
                                         ===========          ===========    ============

</Table>


























SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       4
<PAGE>

                                 InterCare DX, Inc
                             Statement of Cashflows
                         For the Year Ended  December 31, 2005 and 2004

<TABLE>
<CAPTION>

                                   For the Twelve Months  ended,
                                                 December 31

                                               2005              2004
                                               ====              ====
<S>                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (loss). . . . . . . . .      $ (1,661,757)   $ (215,418)
      Adjustments to reconcile net
      loss to net cash
      Provided by operating activities:
      Stock issued for services                     85,000         5,000
      Stock issued for licensing                        -         12,500

Changes to operating assets and liabilities
Increase(Decrease) in
      Accounts receivables . . . . . . . . .  . 1,374,312          3,400
      Other Assets  . . . . . . . . . . . . .  . .117,543              -
      Advances to officer                            (950)              -
      Accounts Payables. . . . . . . . . . . . .   23,989         72,998
                                                --------        --------
NETCASH USED IN OPERATING ACTIVITIES . . . . .    (61,863)      (121,570)

CASH FLOW FROM FINANCING ACTIVITIES
     Proceeds from sale of Common Stock. . . . . .110,000         44,625
     Repayments on long term liabilities            (120)              -
     Advances (Reimbursement) by Officer               -          28,500
     (Increase) Decrease in Deposits             (50,000)         50,000
                                                 --------     ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . .  59,880   .     123,125
                                                 --------     ----------
     Increase (Decrease) in cash . . . . . .  .  .(1,983) .        1,555
CASH AT BEGINNING OF PERIOD. . . . . . . . . .    .2,130             525
                                               -----------     ---------
CASH AT END OF PERIOD. . . . . . . . . . . .    $    147      $    2,080
                                               ===========     ==========


</TABLE>




















SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       5
<PAGE>
                              InterCare DX, Inc.
                        Notes to the Financial Statements

Note 1.  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES.

InterCare  DX,  Inc.(formerly  known  as InterCare.com dx), is organized in the
State of California. InterCare is an innovative software products and  services
company  specializing   in  providing  healthcare  management  and  information
systems solutions,  with  our  main office located at 6201 Bristol Parkway,
Culver City,  California,  USA,  and  international   partners   located
worldwide. In business  since  1991,  we  have created, published, and marketed
software  products  embedded  with  sound,  text  and  video for the purpose of
relaxation   training  and  stress   management.   We   have   also   developed
Internet-ready  applications for healthcare transactions management  as well as
medical  and   health-related  content  and  information  targeted  toward  the
education, consumer, and healthcare industry markets.

1. Use of Estimates

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

2. Account Receivable

The  Company  recognizes  accounts  receivable to the extent that revenues have
been earned, and collections are reasonably assured. During 2005, it was
determined that collection of the Company's largest receivable was not likely,
due to the fact that the purchase of the underlying software (Medmaster(tm))
was rescinded by Meridian Holdings, Inc., as a result of legal dispute between
the Israeli Receiver and Lockheed Martins Systems Integration Division.
Therefore, this receivable in the amount of $1,385,080 was written off to
operations. It is expected that ICE(tm) software being developed by the
Company will replace the Medmaster(tm) software originally sold; however,
no transactions have been consummated to date.

3. Inventory

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

During 2005, the Company determined that inventory was obsolete. As such,
Amounts were written off against operations in  2005 in the amount of $52,211.

4. Property and Equipment

Property  and equipment is recorded at cost. Maintenance and repairs are charged
to  expense  as  incurred.  Major renewals and betterments are capitalized. When
items  of  property  are  sold  or  retired,  the  related  cost and accumulated
depreciation  is  removed  from  the  accounts  and  any  resultant gain or loss
is  included  in  the  results  of  operation. Capital assets are depreciated by
the straight-line method over estimated useful lives of the related assets,
normally  five  to seven   years. Property and equipment consists of the
following as of December 31, 2005 and 2004:
<TABLE>
<CAPTION>
                                                  2005           2004
                                                 =====           =====
<S>                                            <C>          <C>
Computer Hardware & Software                      $68,264      $68,264
Less:  Accumulated  Depreciation                   68,264       68,264
                                                 -------       -------
                                                  $    0        $    0
                                                 ========      =======
</TABLE>
                                       6
<PAGE>
5. Advertising

The  company  has the  policy of expensing advertising costs as incurred. There
were  no  advertising  costs charged to expense for the year ended December 31,
2005 and 2004.

6. Stock-based Compensation

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

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

7. Recognition of Revenues.

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

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

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

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

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

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

8. Software Development Cost

Software development costs are charged to current operations

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

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

10. Deferred Costs Related to Proposed Public Offering

Deferred costs  recorded  in  prior years for a proposed public offering were
written off in 2005 due to the  abandonment  of  such proposal, in the amount
of $65,331. These costs were charged to operations.

11. Income  Taxes

The  Company  has  made no provision for income taxes because of accumulated
business  and  tax  losses  since  its  inception.
                                       7
<PAGE>
12. Basic and Diluted Net  Loss  Per  Common  Share.

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

13. Stockholders' Equity

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.

A. Recent Accounting Pronouncements

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

B. RELATED  PARTY  TRANSACTIONS
On December 17, 2004, Anthony C. Dike, MD, exercised his  option to purchase an
Additional 1,000,000  shares of the Company's common stock  at 0.002 per share.
On March 10, 2006, 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.

Expenses related to the Company are routinely paid by Meridian Holdings, Inc.,
(an affiliated Company) under a management services agreement. As such amounts
are recorded as payable to Meridian, as incurred.

C. Joint Venture

On June 14, 2005, the Company executed a Memorandum of understanding (MOU)
with the Saudi German Hospital Group, whereby both parties desire to form a
joint venture limited liability company in the middle east region for the
purposes of selling InterCare's ICE(tm) software licenses to physicians and
other healthcare providers. As of December 31, 2005, no operations have
commenced related to this joint venture.

D. Going Concern

The accompanying financial statements have been prepared in conformity with
Generally accepted accounting principles, which contemplate continuation of
the Company as a going concern.

The  Company  has  incurred losses since its inception and has not yet been
Successful in  establishing  a  profitable  operations. These factors raise
substantial doubt about the ability of the  Company  to continue as a going
Concern. Continuance of the Company as a going concern  is  dependent  upon
Obtaining additional working capital through loans and/or additional sales
Of the Company's common stock. There is no assurance that the Company will
be able successful in raising this additional capital or achieving
profitable operations. The accompanying financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

Subsequent Events

On February 22, 2006,  the  Company  entered  into  a  Master  value added
Reseller agreement with Meridian Health  Systems  P.C.(a  private  company
with common control) to  commercialize  the  Vasocor Vascular Diagnostic
Center medical  device.  Revenue from this agreement was minimal during the
first quarter of 2006.

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