Securities and Exchange Commission
                             Washington, D.C.  20549



                                    FORM 8-K




                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934





       Date of Report (Date of Earliest Event Reported): September 3, 2003




                        Commission File Number:   333-57780



                             INTERCARE DX, INC.
             (Exact name of registrants specified in its charter)

               California                          95-4304537

      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                Identification No.)


                         900 Wilshire Avenue, Suite 500
                          Los Angeles, California 90017
                       (213) 627-8878 Fax: (213) 627-9183



    (Address, Including Zip Code, And Telephone Number, Including Area Code,
                  Of Registrant's Principal Executive Offices)




































                                        1


ITEM  1.  Changes  in  Control  of  Registrant                  Not  Applicable

ITEM  2.  Acquisition  or  Disposition  of  Assets              Not  Applicable

ITEM  3.  Bankruptcy  or  Receivership                          Not  Applicable

ITEM  4.  Changes  in  Registrant's  Certifying  Accountant     Not  Applicable

ITEM  5.  Other  Materially  Important  Events                  Not  Applicable

ITEM  6.  Resignation  of  Registrant's  Directors              Not  Applicable

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

     (a)  FINANCIAL  STATEMENTS  OF  BUSINESSES  ACQUIRED.
          (None)

     (b)   EXHIBITS.
            (None)

ITEM  8:  Change in Fiscal year                                 Not  Applicable

ITEM  9:  Regulation FD Disclosure
          On September 3, 2003, the registrant issued a press release announcing
          The signing of product partnering and marketing agreement with Meganet
          Corporation.

EXHIBIT ITEM.     DESCRIPTION
- ------------     -------------

Exhibit  99.1  -   Copy of the Press Release of September, 2003


SIGNATURES

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


                                      InterCare DX,  Inc.
                                          (Registrant)



Date:  September 3, 2003             By:/s/  Anthony C. Dike
                                      -------------------------
                                          Anthony C. Dike
                                         (Chairman and CEO)































                                        2

          FOR IMMEDIATE RELEASE:  Wednesday September 3, 2003, 6AM EST

INTERCARE  ENTERS INTO A PRODUCT PARTNERING AND MARKETING AGREEMENT WITH MEGANET
CORPORATION

LOS  ANGELES,  September  3  2003-  Anthony  C.  Dike,  MD,  Chairman and CEO of
InterCare  DX,  Inc, . (OTCBB: ICCO), announced today that InterCare has entered
into  a  product  partnering  and  marketing  agreement with Meganet Corporation
based  in  Encino,  California.

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

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

Each party will cooperatively market and co-brand the products and services that
are  subject  to  this  agreement  to  appropriate prospective buyers worldwide.
 "We  have  great  confidence  in  the  talents  and synergies presented by this
strategic  relationship with Meganet, whose innovative technology and experience
in  data  security  were  major  considerations  underlying  this agreement.  We
believe  that by integrating Meganet's Virutal Matrix Crypto System  Technology,
into  ICE , we would have achieved a great milestone in accommodating one of the
most  critical  requirements  of  HIPAA,  with  respect  to  electronic  data
confidentiality  and  security, from a software vendor perspective.'' said Dike.
"This  partnership will open up a new market that will answer the security needs
of  our  healthcare  customers,  in  this  era  of  HIPAA," said Michael Vaknin,
executive  vice  president,  Meganet.

ABOUT  MEGANET  CORPORATION
Meganet  Corporation  is a client-focused data security company committed to the
continual  development  of revolutionary technologies and innovative information
security  solutions.  Meganet has developed a revolutionary symmetric encryption
algorithm  coined  as  Virtual Matrix Encryption (VME). The power of VME results
from  a  unique data mapping technology that creates exceptionally random cipher
text  and  from  its  ability  to  use  up to a million-bit key. Meganet aims at
propelling  VME  to  be  the  industry's standard for encryption. Established in
1997,  Meganet  is  a  privately  held  California  corporation headquartered in
Encino,  Calif.,  with  offices  in  New  York,  Washington  and  Tel  Aviv.
(URL:http://www.meganet.com)
             --------------

ABOUT  INTERCARE  DX,  INC.

INTERCARE  DX,  is  an  innovative  software  products  development and services
company,  specializing  in  developing  healthcare  management  and  information
systems  solutions.  The  Company  develops,  markets  and resells the InterCare
Clinical  Explorer  (ICE  ),  which is designed to integrate every aspect of the
healthcare  enterprise.  For  additional  information,  visit www.intercare.com.
                                                              -----------------

NOTE:  Statements  in  this  news  release  that  are  not purely historical are
forward-looking  statements  within the meaning of Section 27A of the Securities
Act  of 1933 and Section 21E of the Securities Exchange Act of 1934 and are made
pursuant  to  the  safe  harbor  provisions of the Private Securities Litigation
Reform  Act of 1995 and any amendments thereto. Material that is forward-looking
may  contain  statements  about  expected future events and/or financial results
that  are  forward-looking  in  nature. Editors and investors are cautioned that
such forward-looking statements invoke risk and uncertainties that may cause the
company=s  results  to  differ  from  such  forward-looking  statements.  These
include,  but  are  not  limited  to,  economic,  competitive,  governmental,
technological  and  other  factors  discussed  in  the  statements and/or in the
company's  filings  with  the  Securities  and  Exchange  Commission.

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