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): January 2, 2005
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)
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SECTION 1. Registrant's Business and Operations Not Applicable
SECTION 2. Financial Information Not Applicable
SECTION 3. Securities and Trading Markets Not Applicable
Item 3.02 Unregistered Sales of Equity Securities.
On January 2, 2005, InterCare DX, Inc., sold 400,000 shares of its common
Stock to one individual purchaser for $100,000 or 25 cents per share. The
sale was made in a privately negotiated transaction in reliance on the
exemption from the registration requirements of the securities Act of 1933
(the "Act") contained in Section 4(2) of the Act.
SECTION 4. Matters Relating to Accountants and
Financial Statements Not Applicable
SECTION 5. Corporate governance and Management Not Applicable
SECTION 6. Reserved Not Applicable
SECTION 7. Regulation FD Not Applicable
SECTION 8: Other Events Not Applicable
SECTION 9: Financial Statements and Exhibits Not Applicable
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: January 3, 2005 By:/s/ Anthony C. Dike
-------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)
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