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, 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 June 30, 2003, InterCare DX, Inc., Registrant had 13,293,403 shares
of its no par value common stock outstanding with a total market value of
$1,994,010.
Page 1 of 13 sequentially numbered pages
Form 10-QSB
Second Quarter 2003
InterCare DX, Inc.
INDEX
PAGE
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PART I. FINANCIAL INFORMATION
Balance Sheets - June 30, 2003 3
Statements of Operations for the six Months
ended June 30, 2003 4
Statement of Cash Flows for the Three Months
ended June 30, 2003 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
Item 3: Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
Signature 14
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INTERCARE DX, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
Balance Sheet As At June 30,
2003 2002
====== ======
ASSETS
Current assets
Cash $ 503 $ 4,936
Accounts Receivable (Note 1 ) 1,385,850 1,385,850
Less: Allow for Doubtful Accounts 0 0
Inventories 52,211 52,211
Prepaid Expenses 0 0
--------- ------
Total Current Assets.. . . . . . . . . . . . 1,438,564 1,442,997
--------- ------
Property, Plant, and Equipment
Net Accumulated Depreciation (Note 1). . . . . . 0 0
Other Assets
Cash Advance 500 500
Deferred Public Offering Costs 65,332 65,332
---------- --------
Total Assets 1,504,396 1,508,829
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts Payable (Note 1) . . . . . . . . . . 1,371,750 1,259,986
--------- --------
Total Current Liabilities . . . . . . . 1,371,750 1,259,986
--------- --------
Long term liabilities . . . . . .. . . . . 52,188 26,500
--------- --------
Total Liabilities . . . . . . . . . . 1,423,938 1,286,486
--------- --------
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) . . . . . . . . . 710,078 710,078
Accumulated Deficit (629,620) (487,735)
---------- ----------
Total Stockholders' Equity . . . . . . . 80,458 222,343
---------- ---------
Total Liabilities & Equity. . . . . . . . . . . $ 1,504,396 $1,508,829
========== =========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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INTERCARE DX, INC.
Consolidated Statement - Unaudited
STATEMENT OF OPERATIONS
For the Six Months ended June 30,
2003 2002
====== =====
Revenues . . . . . . . . $ 0 $ 0
Less: Cost of Revenues . (141,549) 16,438
------ -------
Gross Margin . (141,549) (16,438)
Operating Expense. . . . (66) (66)
Other Income and Expense - 364,637
---------- --------
Net Income . . $ (141,615) 348,133
========= ========
Weighted average number of shares 13,293,403 11,621,396
Weighted average earnings per share $ (0.0) $ (0.0)
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
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INTERCARE DX, INC.
STATEMENT OF CASH FLOW
UNAUDITED
For the Six Months ended June 30,
2003 2002
==== ====
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)/income . . . . . . . . . . . . . $ (141,615) $ 348,133
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. . . . . . . . . . . . . . . 142,800 -
-------- --------
NETCASH PROVIDED OPERATING ACTIVITIES . . . . . . . . 1,185 348,133
CASH FLOW FROM INVESTING ACTIVITIES
Deferred Public Offering . . . . . . . . . . . - -
Acquisition of Fixed Assets. . . . . . . . . .
--------- ---------
NET CASH USED IN INVESTING ACTIVITES . . . . . . . .
CASH FLOW FROM FINANCING ACTIVITIES
Loan From MH . . . . . . . . . . . . . . . . - 5,000
Repayment of debt . . . . . . . . . . . . . . . (3,612) (351,524)
Proceeds from long term debt. . . . . . . . . .
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . (3,612) (351,524)
Increase (Decrease) in cash . . . . . . . . . . (2,427) 1,609
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . . 2,930 3,327
----------- ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . . $ 503 $ 4,936
=========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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Notes to the Financial Statements
InterCare DX, Inc.
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 June 30, 2003 and
2002:
2003 2002
===== =====
Computer Hardware & Software $68,264 $68,264
Less: Accumulated Depreciation (68,264) (68,264)
------- -------
$ - $ -
======== =======
Advertising
The company has the policy of expensing advertising costs as incurred
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"
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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.
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
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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, with no mandatory share exchange
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InterCare DX, Inc.
Business Overview
InterCare DX, Inc. formerly known as InterCare 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 $5,526.35. 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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SELECTED FINANCIAL DATA
The Company had net working capital of $56,424 as at June 30, 2003 compared
to net working capital of $183,011 during the comparable period in 2002.
This represents a substantial decrease in working capital. The decrease in
working capital was due to increase in research and development expenses. 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 n
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
amount of our license revenues for any fiscal year being recognized in our
fourth fiscal 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.
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REVENUES
There was no revenue generated for the quarter ended June 30, 2003 and 2002
Respectively, since the company has been in the testing and refinement mode of
The ICE software.
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
forth quarter of the year 2003, assuming more capital is raised from
shareholders or through a private equity lender.
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, 2003.
PRODUCT AND CONTENT DEVELOPMENT
Software products and Internet content development expenses are 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, 2003
was $48,256 compared to $1,609 during the comparable period in 2002. For the
year-to-date general administrative expenses, the Company had incurred $141,549
compared to $16,438 in the comparable period in 2002. Increase administrative
expense is due to increased management share of cost borne by Meridian Holdings,
Inc. and billed to InterCare DX Inc.
The Company anticipates future increases in general and administrative expenses
as it embarks on aggressive product development, sales and marketing.
OPERATING LOSS
As a result of the factors described above, Company expects further increases in
operating expenses for the remainder of the year 2003, assuming additional
funding is raised from 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)/ Income
The Company had a net loss of $ 141,615 for six months ended June 30, 2003,
compared with net income of $348,133 in the comparable period in 2002. The net
loss was due to the increased management expenses as explained above.
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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 was 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.
On July 22, 2003, the registrant issued a press release announcing its
participation In the Capitol Hill Health Technology Demonstration, an
all-day technology event, which featured interactive healthcare technology
displays by leading government agencies, academic institutions, and the
private sector. A noontime panel discussion led by the eHealth Initiative
focused on the role of technology in improving quality and cost-effective care
This event was hosted by the Capitol Hill "Steering Committee on Telehealth
and Healthcare Informatics" as part of a year-series of healthcare technology
Demonstrations and presentations highlighting critical healthcare themes,
including applications for public health, chronic care and disease management,
clinical care decision-making, medical error reduction, healthcare to
underserved populations, and various other cutting-edge applications.
InterCare's participation was predicated upon the company's development of the
InterCare Clinical Explore(tm) (ICE(tm)), an innovative and robust software
suite designed for integrated management of the healthcare enterprise, from
medical history to diagnosis and treatment and billing.
PART II - OTHER INFORMATION
Item 3: Legal Proceedings
None
Item 6. Exhibits and Reports on Form 8-K
31.1 Certification pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
of Anthony C. Dike
31.2 Certification pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
of Russ Lyon
32.1 Certification pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
of Anthony C. Dike and Russ Lyon
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: August 13, 2003
By: /s/ Russ Lyon
-------------------
Russ Lyon
President/Chief technology Officer
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EXHIBIT 99.1
Exhibit Description of Document
Number
31.1 Certification pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
of Anthony C. Dike
31.2 Certification pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
of Russ Lyon
32.1 Certification pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
of Anthony C. Dike and Russ Lyon
15
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Anthony C. Dike, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of InterCare DX, Inc.,
2. Based on my knowledge, this quarterly 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
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure 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 quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this quarterly report based on such evaluation; and
c) disclosed in this quarterly report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, 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 information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 13, 2003
By:_/s/ Anthony C. Dike
Anthony C. Dike
Chairman and CEO (Principal Executive Officer)
16
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Russ Lyon, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of InterCare DX, Inc.
2. Based on my knowledge, this quarterly 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
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure 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 quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this quarterly report based on such evaluation; and
c) disclosed in this quarterly report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, 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 information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 13, 2003
By:_/s/ Russ Lyon
- --------------------------
Russ Lyon
President and Chief Technology Officer
17
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of InterCare DX, Inc. (the
"Company") on Form 10-QSB for the period ending June 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof
(the "Report"), we, Anthony C. Dike, the Chief Executive Officer, and Mr.
Russ Lyon, President/Chief Technology Officer, of the Company, certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
A signed original of this written statement required by Section 906,
or other document authenticating, acknowledging, or otherwise adopting
the signature that appears in typed form within the electronic
version of this written statement required by Section 906, has been
provided to InterCare DX, Inc. and will be retained by InterCare DX,
Inc., and furnished to the Securities and Exchange Commission or its
staff upon request.
DATE: August 13, 2003 By: /s/ Anthony C. Dike
-------------------
Anthony C. Dike
Chairman and CEO
By: /s/ Russ Lyon
-------------------
Russ Lyon
President/CTO
18