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 March 31, 2003
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From ___________ to ____________
COMMISSION FILE NUMBER: 333-57780
INTERCARE DX,INC.
----------------------
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-4304537
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(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
900 WILSHIRE BOULEVARD, SUITE 500, LOS ANGELES, CALIFORNIA 90017
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(Address of Principal Executive Offices)
(213) 627-8878
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(Registrant's telephone number, including area code)
N/A
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(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 March 31, 2003, InterCare.com-dx, Inc., Registrant had 13,293,403
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
First Quarter 2003
InterCare DX, Inc.
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Balance Sheets - March 31, 2003 2
Statements of Operations for the Three Months
Ended March 31, 2003 3
Statement of Cash Flows for the Three Months
Ended March 31, 2003 4
Notes to Financial Statements 5-7
Company Overview 8
Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
PART II OTHER INFORMATION
Additional Information 13
Signature 13
1
InterCare DX, Inc
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
Balance Sheet As At March 31
2003 2002
====== ======
ASSETS
Current assets
Cash $ 396 $ 734
Accounts Receivable (Note 1 ) 1,386,350 1,385,850
Less: Allow for Doubtful Accounts 0 0
Inventories and other current assets 52,211 52,211
--------- ------
Total Current Assets.. . . . . . . . . . . . . . . . 1,438,957 1,439,295
========= ======
Property, Plant, and Equipment
Net Accumulated Depreciation (Note 1). . . . . . 0 0
Other Assets
Deferred Public Offering Costs 65,332 65,332
--------- --------
Total Assets 1,504,289 1,504,627
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts Payable (Note 1) . . . . . . . . . . . . . $1,314,945 1,618,778
--------- ---------
Total Current Liabilities . . . . . . . 1,314,945 1,618,778
--------- ----------
Long term liabilities . . . . . .. . . . . 72,488 26,500
--------- ----------
Total Liabilities . . . . . . . . . . . 1,387,432 1,645,278
---------- ---------
Liabilities and Stockholders' Equity
Stockholders' Equity
Common stock (100,000,000 shares authorized
no par value ; 12,242,792 shares issued and
Outstanding) (Note 2) . . . . . . . . . . . . . 710,078 710,078
Accumulated Deficit (593,221) (850,730)
---------- ------------
Total Stockholders' Equity . . . . . . . 116,857 (140,651)
---------- ------------
Total Liabilities & Equity. . . . . . . . . . . . $ 1,504,289 $ 1,504,627
========== ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
2
InterCare DX, Inc.
Consolidated Statement - Unaudited
STATEMENT OF OPERATIONS
For the Three Months ended March 31,
2003 2002
====== =====
Revenues . . . . . . . . $ - $ -
Less: Cost of Revenues . - -
--------- ---------
Gross Margin . - -
Operating Expense. . . . 105,216 14,829
Other Income and Expense 33
---------- --------
Net Income . . $ (105,216) $ (14,862)
========= ========
Weighted average number of shares 12,768,098 11,621,396
Weighted average earnings per share $ (0.0) $ (0.0)
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
3
InterCare DX, Inc
..
STATEMENT OF CASH FLOW
UNAUDITED
For the Three Months ended March 31,
2003 2002
==== ====
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss). . . . . . . . . . . . . . . $ (105,216) $ (14,852)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation Expense -
(Increase) Decrease in
Accounts receivables . . . . . . . . . . . . . -
Inventories. . . . . . . . . . . . . . . . . . -
Prepaid Expenses . . . . . . . . . . . . . . .
Increase(Decrease) in
Accounts Payables. . . . . . . . . . . . . . . 85,994 8,269
-------- --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . . (19,222) (6,583)
CASH FLOW FROM INVESTING ACTIVITIES
Deferred offering costs (10)
Acquisition of Fixed Assets. . . . . . . . . . -
--------- ---------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . . (10)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sale of stock . . . . . . . . . . - -
Repayment of debt . . . . . . . . . . . . . . . -
Proceeds from long term debt. . . . . . . . . . 16,688 4,000
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . 16,688 4,000
Increase (Decrease) in cash . . . . . . . . . . (2,534) (2,593)
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . . 2,930 3,327
----------- ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . . $ 396 $ 734
=========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
The accompanying notes are an integral part of this statement.
InterCare DX, Inc.
Notes to the Financial Statements
Note 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
InterCare DX, Inc., is an innovative software products development and services
company, specializing in developing healthcare management and information
systems solutions. The company markets and resells the InterCare Clinical
Explorer (ICE(tm), which is designed to integrate every aspect of the healthcare
Enterprise.
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 March 31, 2003 and
2002:
2003 2002
===== =====
Computer Hardware & Software $68,770 $68,770
Less: Accumulated Depreciation 68,770 68,770
------- -------
$ 0 $ 0
======== =======
Advertising
The company has the policy of expensing advertising costs as incurred. There
were no advertising costs charged to expense for the quarter ended March 31,
2003.
5
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., an affiliate, 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.
6
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. RECENT EVENTS
On May 5, 2003, the registrant issued a press release announcing the
Corporate name change approved by California Secretary of State on April 22,
2003. The new corporate name is InterCare DX, Inc.
The name change did not result in a change of trading symbol, which remains
as ICCO. Further, the CUSIP number for the company remains as 485C 10 7, with
no mandatory share exchange
8
InterCare DX, Inc.
Business Overview
InterCare.com-dx, Inc. formerly known as Inter-Care Diagnostics, Inc., is
organized in the State of California. We are an innovative software products
and services company specializing in providing healthcare management and
information systems solutions.
The Company was originally incorporated in 1991 for the purpose of operating a
medical diagnostics laboratory and engaging in various medical services to
clients. On January 17, 1994, a 6.8 magnitude earthquake centered in Northridge,
California caused wide spread damage to commercial and residential structures,
and to major freeways, causing business interruptions and disrupting the normal
flow of traffic. The Company experienced irreversible damage to all its
high-tech computers and diagnostic equipment.
Since that time, the Company has been devoting substantially all its efforts to
establishing a new business entity that develops software for the healthcare
industry and other related activities over the Internet.
We have created, published and marketed software products that is embedded
with sound, text and video, for purpose of relaxation training and stress
management. We have also developed Internet-ready applications for healthcare
transactions management, medical and health-related contents and information
targeted towards the education, consumer and healthcare industry markets.
Our Products and Services
The Company developed the Mirage Systems Multimedia Biofeedback software program
in 1994. This is a cross-platform program available in both Microsoft Windows
3.X including windows 95;98 and Apple Macintosh platforms. This software became
the first United States FDA approved software program for neuromuscular
re-education and biofeedback training. The Company also has four other
software products in the market including the "Body Pain Trigger Points
Program", one of our best selling software products, with over 20,000 copies
sold. The Company intends to convert all its software programs to run in all the
popular operating systems available, including but not limited to Microsoft
Windows, Macintosh and Linux or Unix operating systems.
On June 30, 2000, the company signed a master value added reseller agreement
with Meridian Holdings, Inc., the parent company, to sell and support the
MedMaster(tm) suite of software technology. Significant terms of this agreement
are that Intercare will sell, support, implement the MedMaster Suite of software
programs, in exchange for 40% of net sales proceeds, and 60% of recurrent
revenue from software support and implementation.
On June 30, 2001, the company discontinued its sale of Medmaster software at the
Request of Meridian Holdings, Inc., and instead embarked upon a joint
development effort with Meridian Holdings, Inc., for a new replacement software
known as ICE(tm)(InterCare Clinical Explorer), that is scheduled to be released
in second quarter of 2003.
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.
InterCare has transitioned the ICE software solution into an Internet
web-browser enabled application. This will facilitate access to the ICE data
repository. ICE(tm) Internet capabilities will facilitate the proactive
participation of the consumer in the entire care delivery process. As
such, InterCare will have ICE(tm) positioned to become a significant player in
the growing market of Internet-based, e-healthcare community solutions. This
9
will significantly expand the scope of available healthcare solutions.
Benefits of ICE(tm) Products to Healthcare Payors and Providers include:
Point of Care Documentation
Applications enabling all care providers (e.g. physicians, nurses, PA's,
technologists, therapists, dieticians, etc.) to document objective and
subjective patient data at the point-of-care in a manner that enhances
compliance, reduces time, enhances communications, controls resource
utilization and enhances revenue generation.
Order entry and results reporting
Simplified multi-disciplinary communication of orders, referrals, consultations,
notes and retrieval of results including Laboratory, Radiology, Pharmacy,
Respiratory Therapy, Dietary, Physiotherapy, Nursing and the like.
Imaging and general archiving
On-line viewing, manipulation and annotation of digital images and documents
such as X-rays, CAT Scans, MRIs, Ultrasounds, digitized images, scanned paper
documents, etc. This is particularly important in emergency and urgent care
settings where speed and provider viewing and interpretation is needed to
enhance care delivery. This is the foundation for an integrated healthcare
delivery system, using both Local and Wide area networks.
Multi-disciplinary Clinical decision support
Provision of advanced clinical functionality including protocols, pathways, care
plans, order sets, alerts, advanced directives, costing, staffing, time
standards and templates that facilitate care management, resources control and
outcome management.
Clinical workflow and productivity management
Personal desktop that organizes individual user tasks, simplifies follow up and
documentation requirements, improves workflow, facilitates quality assurance and
management intervention in order to make better use of time.
Care provider communication management
On-line, simplified message routing and communication that interfaces to e-mail,
voice mail and like systems to enhance coordination and follow up among care
providers.
Central Data Repository
Aggregation of all patient-centric data in the enterprise from all legacy and
newer information systems, including Registration, ADT, lab, radiology, pharmacy
PACS, departmental systems and ICE(tm).
Medical knowledge base / lexicon
Multiple third-party knowledge bases and lexicons can be readily incorporated
into ICE(tm) including ICD9, CPT4, DSM-4, application objects, lexicon
objects, security objects and individual user preferences.
Bi-directional legacy integration middleware
Data exchange in real-time between ICE(tm) and legacy systems to facilitate
data merging, data normalization and information consolidation.
Real-time Electrophysiological and Clinical Data Acquisition
InterCare has obtained a developers license from QRS Diagnostics, inc., to
10
integrate their Medic Software application into ICE(tm), thus making it possible
to add such medical diagnostic data as ECG, Temperature, Weight, Spirometry and
Pulse-oximetry into ICE(tm) database real-time.
Data discovery, mining and analysis
Suite of ad-hoc, programming free tools, enabling novice users experimental
"cruising" of all enterprise data in real-time.
InterCare's ICE(tm) software operates over a customizable and highly
adaptable operating environment. ICE(tm) is designed to concurrently
serve all care providers throughout the continuum-of-care from acute and
long-term care to ambulatory and home health care:
- - The various medical professions (i.e. physician, nurse, therapists,
technologists, dietician, etc.)
- - The various medical specialties (i.e. Primary care, OB/Gyn, Pediatrics,
Surgery, etc.)
- - The various facility types (i.e. acute care, ambulatory care, long term
care and home care)
ICE(tm) can seamlessly integrate with legacy systems (utilizing any
off- the- shelf interface engine) through both HL7 and proprietary legacy
interfaces. A 12-tier security paradigm offers industry leading confidentiality
and control of information. Security "behavior" rules are fully configurable by
privileged system administrator(s), without programming, through the underlying
knowledge bases. ICE(tm)'s embedded security will be fully HIPAA (Health
Insurance Portability and Accountability Act of 1996 ) compliant when the final
rulings are released, and supports data compartmentalization down to the
level of specific value in any data field.
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 $5128.00. 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.
11
LACK OF A PRESENT MARKET FOR SECURITIES
The Common Stock is currently not listed or trading in any exchange at this
Time
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.
SELECTED FINANCIAL DATA
The Company had net working capital of $124,012 as at March 31, 2003 compared
to networking capital of $(179,483) during the comparable period in 2002.
This represents a substantial increase in working capital. The increase in
working capital was due to sell of certain asset of the registrant to Meridian
Holdings, Inc., in exchange for forgiveness of some part of the current
liability. The Company is currently able to meet its financial obligations
through debt financial support from Meridian Holdings, Inc., an affiliated
Company.
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
11
our operations.
The Company is currently able to meet its financial obligations through debt
financial support from Meridian Holdings, Inc., an affiliated Company.
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
There was no revenue generated for the quarter ended March 31, 2003 and 2002
respectively.
COST OF REVENUES
There was no cost of revenue generated during this period.
SALES AND MARKETING
Only minimal sales and marketing has been done by the Company, since focusing
most of its resources at the moment on the development of the new Software,
enhancements, testing and debugging. The Company is budgeting over $250,000 for
its initial roll-out of new products sales and marketing campaign during the
second quarter of the year 2003, assuming more capital is raised from
shareholders or through a private equity lender.
GENERAL AND ADMINISTRATIVE
General and administrative expenses for the period ended March 31, 2003
was $105,216, compared to $14,829 during comparable period in 2002. The increase
in general and administrative expense was due to commencement of debt
financing by Meridian Holdings, Inc., after having forgiven over $350,000 during
the previous reporting quarters in other to repay the amount paid by the
registrant for MedMaster software enhancement and support, that was not
delivered, as a result of the abandonment of the purchase of the assets of
Sirius Computerized Technology of Israel by Meridian Holdings, Inc.
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.
OPERATING LOSS
As a result of the factors described above, Company expects further increases in
operating expenses for the year 2003, assuming additional funding is raised from
12
equity investors to be used in financing future operating costs. There is no
guarantee that the Company will be able to raise additional funds to finance all
the anticipated operating costs. In absence of such funds being available, the
Company may not be able to operate, and this could have a material impact in the
overall execution of the Company's business plan.
NET LOSS
The Company had a net loss of $105,216 for the period ended March 31, 2003,
compared with net loss of $(14,861) in March 31, 2002. The increase in net loss
was as a result of commencement of debt financing by Meridian Holdings, Inc.,
after having forgiven over $350,000 during the previous reporting quarters in
other to repay the amount paid by the registrant for MedMaster software
enhancement and support, that was not delivered, as a result of the
abandonment of the purchase of the assets of Sirius Computerized Technology of
Israel by Meridian Holdings, Inc.
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. There is no assurance that such advertisement campaign
will yield any dividend.
On April 3-5 the Company participated in the Pri-Med West regional educational
conference, which will be held at the Long Beach Convention Center. The Pri-Med
Western Region Conference is a well-attended continuing education opportunity
jointly sponsored by the Harvard Medical School and UCLA's David Geffen School
of Medicine. At the conference (Booth 1566), InterCare demonstrated the latest
version of its InterCare Clinical Explorer (ICE(tm)), an innovative and robust
software suite designed for integrated management of the healthcare enterprise,
from medical history to diagnosis and treatment through billing.
PART II - OTHER INFORMATION
On March 8 2003, the registrant held its 2003 annual shareholder meeting during
Which the following individuals were elected to serve as directors of the
company until the next annual meeting or their successors are elected and
qualified:
1. Jude Uwaezoke
2. Randall Maxey, MD
3. Russ Lyon
4. Wesley Bradford.MD
Also, Anthony C. Dike, MD, was elected as Chairman of the Board of Directors of
the Company, will serve a three-year term.
Additionally, shareholders ratified the reappointment of Andrew Smith, CPA, as
the independent auditor for the fiscal year ending December 31, 2002 and
reapproved the Company's 2001 Joint Incentive and Non-Qualified Stock Option
Plan for fiscal year 2003. Shareholders of the Company also voted in favor of an
amendment to the company's amended articles of incorporation to effectuate a
corporate name change to either of the following: InterCare DX Corporation or
InterCare DX, Inc., said name change being subject to the approval of the
California Secretary of State.
ADDITIONAL INFORMATION
CONTROLS AND PROCEDURES
Our management, including our CEO and President, conducted an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended)
as of a date (the "Evaluation Date") within 90 days prior to the filing date of
this report. Based upon that evaluation, our CEO and President have concluded,
14
that our disclosure controls and procedures are effective for timely gathering,
analyzing and disclosing the information we are required to disclose in our
reports filed under the Securities Exchange Act of 1934, as amended. There have
been no significant changes made in our internal controls or in other factors
that could significantly affect our internal controls subsequent to the
Evaluation Date.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
InterCare DX, Inc.
Date: May 14, 2003 Signature By: /s/ Russ A. Lyon
-----------------------------
Russ A. Lyon
President and Chief Technology Officer
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EXHIBIT 99.1
I, Anthony C. Dike, certify that:
1. I have reviewed this annual report on Form 10-KSB of InterCare.com-Dx, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the ""Evaluation Date""); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003
By:_/s/ Anthony C. Dike
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Anthony C. Dike
Chairman and CEO (Principal Executive Officer)
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EXHIBIT 99.2
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
INTERCARE.COM-DX, INC.
Corporate number 1492927
The undersigned certifies that:
1. He is the Chairman of the Board of Director and Secretary, respectively, of
InterCare.com-DX, Inc., (Corporate No. 1492927), a California Corporation.
2. Article One of the Articles of Incorporation of the corporation is amended
to read as follows:
"The name of the corporation is "InterCare DX, Inc. "
3. The foregoing amendment of the Articles of Incorporation have been duly
approved by the board of directors.
4. The foregoing amendments of the Articles of Incorporation have been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California Corporation Code. The total number of shares of the corporation
issued and outstanding is 13,793,402. The total numbers of shares voting in
favor of this amendment is 10,772,763. The percentage vote required was more
than 50% of the issued and outstanding shares of the corporation.
We further declare under the penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our knowledge.
Date: April 22, 2003 /s/Anthony C. Dike
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Anthony C. Dike
Chairman of the Board/Secretary
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