UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-QSB
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2002

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

For the Transition Period From ___________ to ____________

COMMISSION FILE NUMBER: 333-57780

INTERCARE.COM-DX,INC.
----------------------
(Exact Name of Registrant as Specified in its Charter)

CALIFORNIA 95-4304537
------------------------------- ------------------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

900 WILSHIRE BOULEVARD, SUITE 500, LOS ANGELES, CALIFORNIA 90017
----------------------------------------------------------------
(Address of Principal Executive Offices)

(213) 627-8878
----------------------------------------------------------------
(Registrant's telephone number, including area code)

N/A
----------------------------------------------------------------
(Former name, former address and formal 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 June 30, 2002, InterCare.com-dx, Inc., Registrant had 12,242,792
shares of its no par value common stock outstanding. There is currently no
public market for this stock.
Page 1 of 13 sequentially numbered pages
Form 10-QSB
Second Quarter 2002

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Intercare.com-dx, Inc.

INDEX

PAGE
----

PART I. FINANCIAL INFORMATION

Balance Sheets - June 30, 2002 3

Statements of Operations for the six Months
ended June 30, 2002 4

Statement of Cash Flows for the Three Months
ended June 30, 2002 5

Notes to Financial Statements 6-8

Company Overview 9

Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-12

PART II OTHER INFORMATION

Additional Information 12

Signature 12

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INTERCARE.COM-DX, INC.

CONSOLIDATED BALANCE SHEET
(UNAUDITED)

Balance Sheet As At June 30,
2002 2001
====== ======

ASSETS

Current assets
Cash $ 4,936 $ 5,512
Accounts Receivable (Note 1 ) 1,385,850 1,385,850
Less: Allow for Doubtful Accounts 0 0
Inventories 52,211 302,211
Prepaid Expenses 0 (50)
--------- ------
Total Current Assets.. . . . . . . . . . . . 1,442,997 1,693,523
--------- ------
Property, Plant, and Equipment
Net Accumulated Depreciation (Note 1). . . . . . 0 9,070

Other Assets
Cash Advance 500 500
Deferred Public Offering Costs 65,332 34,836
---------- --------
Total Assets 1,508,829 1,737,929
========== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts Payable (Note 1) . . . . . . . . . . . 1,259,986 1,514,302
--------- --------
Total Current Liabilities . . . . . . . 1,259,986 1,514,302
--------- --------
Long term liabilities . . . . . .. . . . . 26,500 13,500
--------- --------
Total Liabilities . . . . . . . . . . 1,286,486 1,527,802
--------- --------
Liabilities and Stockholders' Equity

Stockholders' Equity

Common stock (100,000,000 shares authorized
no par value ; 12,230,902 shares issued and
Outstanding as of June 30, 2001 and 12,242,972
As of June 30, 2002) (Note 2) . . . . . . . . . . 710,078 650,628
Accumulated Deficit (487,735) (440,501)
---------- ----------
Total Stockholders' Equity . . . . . . . 222,343 210,127
---------- ---------
Total Liabilities & Equity. . . . . . . . . . . $ 1,508,829 $1,737,929
========== =========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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INTERCARE.COM-DX, INC.
Consolidated Statement - Unaudited

STATEMENT OF OPERATIONS

For the Six Months ended June 30,

2002 2001
====== =====

Revenues . . . . . . . . $ 0 $ 334,199
Less: Cost of Revenues . 16,438 (126,897)
------ -------
Gross Margin . (16,438) 207,302

Operating Expense. . . . (66) 462,321
Other Income and Expense 364,637 1,617
---------- --------
Net Income . . $ 348,133 $(253,402)
========= ========

Weighted average number of shares 11,621,396 12,230,902
Weighted average earnings per share $ (0.0) $ (0.0)

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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INTERCARE.COM-DX, INC.

STATEMENT OF CASH FLOW

UNAUDITED

For the Three Months ended June 30,

2002 2001
==== ====

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss). . . . . . . . . . . . . . . $ 348,133 $(253,402)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation Expense 2,986 (Increase) Decrease in
Accounts receivables . . . . . . . . . . . . . 3,834
Inventories. . . . . . . . . . . . . . . . . . (235,540)
Prepaid Expenses . . . . . . . . . . . . . . 50
Increase(Decrease) in
Accounts Payables. . . . . . . . . . . . . . . 495,012
-------- --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . . 348,133 12,940

CASH FLOW FROM INVESTING ACTIVITIES
Deferred Public Offering . . . . . . . . . . . - -
Acquisition of Fixed Assets. . . . . . . . . . (2,411)
--------- ---------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . . (2,411)

CASH FLOW FROM FINANCING ACTIVITIES
Loan From MH . . . . . . . . . . . . . . . . 5,000 13,500
Repayment of debt . . . . . . . . . . . . . . . (351,524) (21,836)
Proceeds from long term debt. . . . . . . . . . 358
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . (351,524) (7,978)

Increase (Decrease) in cash . . . . . . . . . . 1,609 2,551
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . . 3,327 2,961
----------- ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . . $ 4,936 $ 5,512
=========== ==========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

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Notes to the Financial Statements

Note 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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

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

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

Estimates

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

Account Receivable

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

Inventory

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

Property and Equipment

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

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

Property and equipment consists of the following as of June 30, 2002 and
2001:

2002 2001
===== =====

Computer Hardware & Software $68,264 $68,770
Less: Accumulated Depreciation 68,264 59,700
------- -------
$ - $11,406
======== =======

Advertising

The company has the policy of expensing advertising costs as incurred

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Stock-based Compensation

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

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

Recognition of Revenues.

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

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

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

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

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

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

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

Software Development Cost

Software development costs are charged to current operations

Fair Value of Financial Instruments and Concentration of Credit Risk.

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

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

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The estimated expenses of this offering in connection with the issuance and
distribution of the securities being registered, all of which are to be paid
by the Registrant, excluding commissions and fees payable to the Escrow Agent
and broker/dealers are as follows:

Registration Fee $ 6,600.00
Legal Fees and Expenses 42,233.59
Accounting Fees and Expenses 5,750.00
Printing 7,077.00
Miscellaneous Expenses 3,671.00
---------
Total $65,331.59
==========

Basic and Diluted Net Loss Per Common Share.

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

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

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

Note 2. RELATED PARTY TRANSACTIONS

Mr. Russ Lyon recently waived his rights to exercise said option during the
first quarter of 2001, in lieu of 200,000 shares of the registrant at zero par
value, to be issued upon the effectiveness of the registrants registration
statement. The shares will be issued pro-rata to the two years of the employment
agreement.

The Company recorded an extra-ordinary income of $350,000, due to the sell of
its intellectual property rights to the source code and proto-type software
commonly know as ICE(tm) to Meridian Holdings, Inc, an affiliated Company,
with approximately 33% equity interest in the registrant, in exchange for
long term debt reduction and prepayment for software document cost.

The source code and the prototype software sold to Meridian Holdings,
Inc., will be utilized to develop a replacement software program for the
MedMaster product, which will satisfy the needs of our current and future
customers.

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InterCare.com-dx, Inc.
Business Overview

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

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

The company is currently developing the next generation of clinical
documentation, practice management and data acquisition software program, with
multi-tasking, multi-lingual and full multi-media implementation. This soon to
be released software application, will replace MedMaster product line, which
has been pulled from the market by the registrant at the request of Meridian
Holdings, Inc., our affiliated company. The Ice(tm) software which will be
is currently under-going Beta testing, will be released during the third
Quarter of 2002, assuming no further program-bugs were identified that will
materially impact the usability of the application by our cutstomers.

Properties

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

Legal Proceedings

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

RISKS ASSOCIATED WITH MANAGING GROWTH

The Company's anticipated level of growth, should it occur, will challenge the
Company's management and its sales and marketing, customer support, research and
development and finance and administrative operations. The Company's future
performance will depend in part on its ability to manage any such growth, should
it occur, and to adapt its operational and financial control systems, if
necessary, to respond to changes resulting from any such growth. There can be no
assurance that the Company will be able to successfully manage any future growth
or to adapt its systems to manage such growth, if any, and its failure to do so
would have a material adverse effect on the Company's business, financial
condition and results of operations.

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MARKET FOR COMMON STOCK

No market exists for the Company's Common Stock at the present time. An
application has been filed by our Market Makers to NASD, to begin trading
of our Common Stock on the OTCBB. We plan to list our common stock on the
Bulletin Board Exchange(SM) or BBX, a listed market place, with qualitative
listing standards but with no minimum share price, income, or asset requirements
therefore allowing entrance to a wide array of listings. According to NASD,
companies trading on the BBX will be differentiated from those over-the-counter
in that their market symbol will begin with a the letters "XB", and unlike the
current OTCBB issuers will be allowed to choose their own three-letter market
symbol. In addition the BBX will have an electronic trading system to allow
order negotiation and automatic execution. The current OTCBB will be phased out
in 2003 according to NASD, and in its place will be the BBX. There can be no
assurance that we will meet the listing requirements of BBX exchange when such
listing requirements becomes available.

SELECTED FINANCIAL DATA

The Company had no revenues from operations in the quarter ended June 30, 2002,
this compares moderately with the comparable period in 2001. The entire quarter
was devoted (in conjunction with its affiliated company, Meridian Holdings,
Inc.(MEHO) to developing and testing its new family of software. The Company
is nearing completion of the beta testing phase and anticipates to begin
licensing in the third quarter of 2002.

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

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

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

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

Long-term cash requirements, other than normal operating expenses, are
anticipated for the continued development of the Company's business plans. The
Company will need to raise additional funds from investors in order to complete
these business plans.

If we need additional capital to fund our operations, there can be
no assurance that such additional capital can be obtained or, if obtained, that
it will be on terms acceptable to us. The incurring or assumption of additional
indebtedness could result in the issuance of additional equity and/or debt which
could have a dilutive effect on current shareholders and a significant impact on
our operations.

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
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amount of our license revenues for any fiscal year being recognized in our
fourth fiscal quarter.

Our product is still not officially released, all our operational efforts
a currently concentrated in completion of the development, debugging and system
level testing prior to official release of ICE(tm), the next generation of an
inpatient/out patient clinical documentation and decision support software.

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.

REVENUES

For six months period ended June 30,2002, the registrant generated approximately
$0.00 in total revenue, as oppose to $334,199 revenue for comparable period in
2001. This decrease in revenue is due to the withdrawal of MedMaster software
from the market. A replacement software program known as ICE(tm) is expected
to be released during the of third quarter 2002.

SALES AND MARKETING

The registrant is focusing all its resources in research and development of
the next generation of software applications and utility tools for the
healthcare industry, as a result no sales or marketing expenses were
incurred during the three month period ended June 30, 2002.

PRODUCT AND CONTENT DEVELOPMENT

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

GENERAL AND ADMINISTRATIVE

General and administrative expenses for the second quarter ended June 30, 2002
was $1,609 compared to $158,299 during the comparable period in 2001. For the
year-to-date general administrative expenses, the Company had incurred $16,438
compared to $285,196 in the comparable period in 2001. Decrease in
administrative expense is due to a waiver by Meridian Holdings, Inc. of future
payments for administrative services by the registrant to offset amounts
previously paid for MedMaster Software maintenance and enhancement to Corsys
Group (Israel) Limited, a wholly owned subsidiary of Meridian Holdings, Inc.,
that was not delivered in the amount of $325,000, due to the abandonment of
Medmaster Software by Meridian Holdings, Inc., following a Georgia (Altanta
USA) Court decision in 2001 to award the said asset to Lockheed Martin Owego,
New York, one of Sirius Computerised Technology (Israel), Limited creditors.

The Company anticipates future increases in general and administrative expenses
as it embarks on aggressive product development, sales and marketing.

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OPERATING LOSS

As a result of the factors described above, Company expects further increases
in operating expenses for the year 2002, assuming additional funding is raised
from this offering to be used in financing future operating costs. There is no
guarantee that the Company will be able to raise additional funds to finance
all the anticipated operating costs. In absence of such funds being available,
the Company may not be able to operate, and this could have a material impact
in the overall execution of the Company's business plan.

Extra Ordinary Income

The Company recorded an extra-ordinary income of $350,000, due to the sell of
its intellectual property rights to the source code and proto-type software
commonly know as ICE(tm) to Meridian Holdings, Inc, an affiliated
Company, with approximately 33% equity interest in the registrant, in
exchange for long term debt reduction and prepayment for software document
cost.

The source code and the prototype software sold to Meridian Holdings, Inc.,
will be utilized to develop a replacement software program for the MedMaster
product, which willsatisfy the needs of our current and future customers.

Net Income

The Company had a net income of $ 348,133 for six months ended June 30, 2002,
compared with net loss of $253,402 in the comparable period in 2001. The
increase in net income was due to the extra-ordinary income described above.

PLAN OF OPERATIONS

The Company is also planning to embark on an advertisement campaign over the
next several months in news media, consumer and healthcare journals of all its
products and services upon release of the Ice(tm) software during the third
quarter of 2002, assuming successful completion of the beta testing. There is no
assurance that such advertisement campaign will yield any dividend.

PART II - OTHER INFORMATION

None

SIGNATURES

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

INTERCARE.COM-DX, INC.
DATE: August 13, 2002
By: /s/ Russ Lyon
-------------------
Russ Lyon
President/Chief technology Officer

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