Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
Amendment Number 2
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 29, 2007
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.)
6080 Center Drive, Suite 640
Los Angeles, CA 900045
(310) 242-5634 Fax: (310) 242-5676
(Address, Including Zip Code, And Telephone Number, Including Area Code,
Of Registrant's Principal Executive Offices)
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SECTION 1. Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Not applicable
SECTION 2. Financial Information
Not Applicable
SECTION 3. , Securities and Trading Markets
Not Applicable
SECTION 4. Matters Relating to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
Pursuant to Item 304 of Regulation S-B, the Company makes the following
representation:
(i) On March 10, 2007, the shareholders voted to ratify the appointment of
Pollard-Kelley Auditing Services, Inc., as our Independent registered
public accounting firm for the fiscal year ended December 31,2005 and 2006.
On March 10, 2007 Mr. Chang G. Park, CPA , was dismissed as a Certifying
Accountant for the Registrant for the period ended September 30, 2006
(ii) Mr. Chang G. Park only performed a review of our financial statements
for the period ended September 30, 2006 financial statement. He did not
perform an audit nor did he issues any Opinion regarding the financial
statement.
(iii) The appointment of Pollard-Kelley Auditing Services, Inc., and the
dismissal of the Mr. Chang G. Park, CPA, was recommended by the board of
directors.
(iv) During the Company's most recent interim period ended September 30,
2006 up to the date of the change in certifying accountant, there were no
disagreements with Mr. Chang G. Park's ,on any matter of accounting principle
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if any, not resolved to the satisfaction of
Mr. Chang G. Park would have caused Mr. Chang G. Park to make a reference
to the subject matter of the disagreement(s) in connection with his
interim review report.
(v) Effective March 10, 2007, the Company has appointed Pollard-Kelley
auditing Services, Inc., with offices at 4500 Rockside Road, Independence,
OH 4431, as certifying accountant for the company.
(vi) The Company did not consult with Pollard-Kelley Auditing Services, Inc.,
with regard to any matter concerning the application of accounting principles
to any specific transactions, either completed or proposed, or the type of
audit opinion that might be rendered with respect to the Company's financial
statements prior to their engagement.
(vii) The Company had requested that Mr. Chang Park review the disclosure
in this report and that it has been given the opportunity to furnish the
Company with a letter addressed to the Commission containing any new
information, clarification of the Company's expression of its views, or
the respect in which it does not agree with the statements made by the
Company herein in response to Item 304 (b). Mr. Chang Park did not respond
to the request.
SECTION 5. Corporate governance and Management
Not Applicable
SECTION 6. Reserved
Not Applicable
SECTION 7. Regulation FD
Not Applicable
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SECTION 8: Other Events
On March 10, 2007, the Majority Shareholder voted to approve and ratify
the following items.
1 Re-election of the under-listed three members of the Company's
Board of Directors to serve for a one-year term
a). Wesley Bradford, MD
b) Jude Uwaezoke
c) Don Stanford
2. Re-approval of the Company's 2001 Joint Incentive and Non-Qualified
Stock Option Plan for the 2007 fiscal year,
The Board of Directors accepted the result of the Majority shareholder
vote without any further modification and was appended into the
Corporate record.
SECTION 9: Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
c. Exhibits
EXHIBIT ITEM. DESCRIPTION
- ------------ -------------
Exhibit 16.1 - 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: November 1, 2007 By:/s/ Anthony C. Dike
-------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)
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