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 September 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
------------------------------- ------------------------
(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 September 30, 2003, InterCare 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-Q
Third Quarter 2003
InterCare DX, Inc.
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Balance Sheets - September 30, 2003 3
Statements of Operations for the Nine Months
ended September 30, 2003 4
Statement of Cash Flows for the Nine Months
ended September 30, 2003 5
Notes to Financial Statements 6-7
Company Overview 8
Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-12
PART II OTHER INFORMATION
Additional Information 12
Signature 12
2
InterCare DX, Inc.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
Balance Sheet As At Sept. 30,
2003 2002
====== ======
ASSETS
Current assets
Cash $ 105 $ 2,891
Accounts Receivable - Net (Note 1 ) 1,385,850 1,385,850
Inventories 52,211 52,211
-
---------- -----------
Total Current Assets.. . . . . . . . . . . . . . . 1,438,166 1,440,952
---------- -----------
Property, Plant, and Equipment
Net Accumulated Depreciation (Note 1). . . . . . - -
Other Assets
Cash Advance 500 500
Deferred Public Offering Costs 65,332 65,332
---------- ----------
Total Assets 1,503,998 1,506,784
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts Payable (Note 1) . . . . . . . . . .. 1,400,391. 1,228,949
Others 26,300 24,300
--------- -----------
Total Current Liabilities . . . . . . .1,426,691 1,253,249
--------- ------------
Long term liabilities . . . . . .. . . . . 52,388 31,500
---------- -----------
Total Liabilities . . . . . . . . . . 1,479,079. 1,284,749
---------- -----------
Liabilities and Stockholders' Equity
Stockholders' Equity
Common stock (100,000,000 shares authorized
no par value ; 12,242,972 shares issued and
outstanding as of September 30, 2002 and
13,293,403 as of September 30, 2003. 712,178 710,078
Accumulated deficit (687,259) (488,043)
---------- ----------
Total Stockholders' Equity . . . . . . . 24,919 222,035
---------- ---------
Total Liabilities & Equity. . . . . . . . . . . $ 1,503,998 $1,506,784
========== =========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
3
InterCare DX, Inc.
Consolidated Statement - Unaudited
STATEMENT OF OPERATIONS
For the: 3 Months Ended Sept. 30, 9 Mos. Ended Sept. 30,
2003 2002 2003 2002
====== ===== ====== =====
Revenues . . . . . . . . $ 0 $ 0 $ 0 $ 0
--------- ------- --------- -------
0 0 0 0
Operating Expense. .. 43,617 263 185,165 16,701
Other Income and Expense (33) 45 (99) 364,526
---------- -------- ---------- -------
Net Income . . $(43,650) (308) (185,264) 347,825
========= ======== ========== ========
Weighted average number of shares 12,768,098 12,242,792 12,768,098 12,242,792
Earnings per Share $ - $ - $ (0.01) $ 0.03
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
InterCare DX, Inc.
STATEMENT OF CASH FLOW
UNAUDITED
For the Nine Months Ended Sept. 30,
2003 2002
==== ====
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss). . . . . . . . . . . . . . . $(185,264) $347,825
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. . . . . . . . . . . . . . . 176,442 (357,260)
-------- --------
NETCASH USED IN OPERATING ACTIVITIES . . . . . . . . (8,822) (9,435)
CASH FLOW FROM FINANCING ACTIVITIES
Loan From MH . . . . . . . . . . . . . . . . 8,530 10,000
Repayment of debt . . . . . . . . . . . . . . . - (1,000)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . 8,530 9,000
Increase (Decrease) in cash . . . . . . . . . . (292) (435)
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . . 397 3,327
----------- ---------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . . $ 105 2,892
=========== =========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
5
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 Sept. 30, 2003 and
2002:
2003 2002
===== =====
Computer Hardware & Software $ 0 $ 0
Less: Accumulated Depreciation 0 0
------- -------
$ 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 Sept. 30,
2003.
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"
6
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.
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 September 3, 2003, the registrant issued a press release announcing
That it had 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.
7
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.
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.
The registrant new product known as InterCare Clinical Explorer (ICE) will soon
be officially release, after undergoing several iterations of pilot testing.
ICE 's extensive, scalable system flexibility allows its adaptation to
clinical workflow, operating independently in centralized and decentralized
facilities. The program features intuitive order entry, "tapering" orders,
a clinical knowledge base, digital video enhanced patient education module,
real-time electro-physiological data capture and display, voice command,
voice recognition, digital dictation module and numerous other capabilities to
complement and document the diagnostic and treatment processes, including
unlimited free-text notes.
Microsoft OCX, GRID, SQL Server and PUSH technologies are provided on ICE , and
the system provides real time information to physicians and other healthcare
providers on a need-to-know basis. Maximized information displays increase
workflow efficiency by minimizing mouse clicks and screen changes.
ICE is available for both inpatient and outpatient clinical documentations,
thus enabling healthcare providers to be able to create a life-time longitudinal
multimedia patient clinical record.
InterCare has also 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
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,
8
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
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.)
9
- - 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 $5526.35. 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.
SELECTED FINANCIAL DATA
The Company had net working capital of $11,475 as at September 30, 2003
compared to net working capital of $187,793 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 current
unaudited financial statements and notes, as well as the other information
included in our annual report (10KSB) for the period ended December 31, 2002, as
filed with SEC. Our discussion contains forward-looking statements that
10
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
The company has realized only minimal revenue since embarking upon the
development of InterCare Clinical Explorer(tm) (ICE(tm)) software.
We will depend on the commercial success of our product suite, which
is currently being pilot tested in three health care facilities.
REVENUES
For the three and nine months period ended September 30,2003, and 2002,
the registrant generated zero revenue due to lack of sales activities.
SALES AND MARKETING
On September 16, 2003, the registrant officially released the version 3.27 of
of InterCare Clinical Explorer(tm) (ICE(tm)), an innovative and robust
software application designed to integrate every aspect of the healthcare
enterprise, for pilot testing. These short release versions are intended to
evaluate the use of the application in a real live environment.
The Company has now embarked on aggressive marketing and sales efforts in other
to introduce the application into the highly competitive healthcare market. As
of this writing, we have only three installed base for pilot testing, no sales
prospects have been closed, however, this event represents a significant
milestone in the Company's overall business plan.
GENERAL AND ADMINISTRATIVE
General and administrative expenses for the third quarter ended Sept 30, 2003
were $43,617, compared to $263 during the comparable period in 2002.
For nine month period ended September 30, 2003, general administrative
expenses, the Company incurred $185,165 compared to $16,701 in the comparable
period in 2002. The increase in general and administrative expenses is largely
attributable to the increased management share of cost billed to the registrant
by Meridian Holdings, Inc. on a quarterly basis
OPERATING LOSS
The Company expects further increases in operating losses for the 2003 fiscal
year, due to lack of sales activities. However, management believes that the
company will begin to generate revenue in 2004 fiscal year, after completing
the pilot testing, and releasing the official version of the application.
11
NET LOSS
The Company had a net loss of $185,264 for the nine months period
ended Sept 30, 2003, compared with net income of $347,825 in the comparable
period in 2002. The net loss for the period is accounted for by the increase
in general and administrative expenses.
PLAN OF OPERATIONS
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.
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.
On September 3, 2003, the registrant issued a press release announcing
that it had entered into a product partnering and marketing agreement
with Meganet Corporation based in Encino, California.
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.
RECENT EVENTS
On November 5, 2003, Fredrick W. James, M.D., a Professor and Chair of the
Department of Pediatrics, Charles R. Drew University of Medicine and Science
was appointed to the Clinical Advisory Board of the registant.
PART II - OTHER INFORMATION
ADDITIONAL INFORMATION
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 A. Lyon
32.1 Certification pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
of Anthony C. Dike and Russ A. 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: November 14, 2003
By: /s/ Russ A. Lyon
-------------------
Russ A. Lyon
President/CTO
12
EXHIBIT 31.1
I, Anthony C. Dike, certify that:
1. I have reviewed this quarterly report on Form 10QSB of InterCare 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: November 14, 2003
By:_/s/ Anthony C. Dike
- --------------------------
Anthony C. Dike
Chairman and CEO (Principal Executive Officer)
13
<Page>
EXHIBIT 31.2
I, Russ Lyon, certify that:
1. I have reviewed this quarterly report on Form 10QSB of InterCare 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: November 14, 2003
By:_/s/ Russ Lyon
- --------------------------
Russ Lyon
President and Chief Technology Officer
14
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Meridian Holdings, 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 A. Lyon, President, 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 Meridian
Holdings, Inc., and will be retained by Meridian Holdings, Inc., and
furnished to the Securities and Exchange Commission or its staff upon request.
DATE: November 14, 2003 By: /s/ Anthony C. Dike
-------------------
Anthony C. Dike
Chairman and CEO
By:_/s/ Russ A. Lyon
--------------------------
Russ Lyon
President and Chief Technology Officer
15
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