8-K/A

                       Securities and Exchange Commission
                             Washington, D.C.  20549

                                    FORM 8-K/A*

                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 30, 2009

                        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, California 90045
                       (310) 242-5634 Fax: (310) 242-5634
                       ----------------------------------
    (Address, Including Zip Code, And Telephone Number, Including Area Code,
                  Of Registrant's Principal Executive Offices)

*This  amended  8-K is filed  solely to correct the web site  specified  in Item
9.01, Exhibit 99.2.

                                       -1-

SECTION  1.  Registrants Business and Operations
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
Not  Applicable

Item 4.01  Changes in Registrant's Certifying Accountant
Not Aplicable

SECTION  5.  Corporate governance and Management
Not  Applicable

SECTION  6.  Reserved              Not  Applicable

SECTION  7.
Not Applicable

SECTION  8:  Other Events

On October 29 2008, the Company issued a press release regarding the decision of
the Company's Board of Directors to file a Form 15, to effect the deregistration
of the Company's Common Stock.


                                      -2-





SECTION  9:  Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits

c.    Exhibits

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

99.1            Text of news release dated October 29, 2008

99.2            Text of supplemental information provided on the company's web
                site at www.intercare.com and with this 8-K filing.


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:  October 30, 2008             By:/s/  Anthony  C.  Dike
                                    -------------------------
                                          Anthony  C.  Dike
                                       (Chairman of the Board)




                                      -3-

EX-99.1

EXHIBIT 99.1
- ------------

         InterCare DX Inc. Will File Form 15, Deregistering Common Stock

Los Angeles,  Calif.,  October 30, 2008 - InterCare  DX, Inc.   (PINKSHEET:ICCO)
today announced that it plans to file a Form 15 with the Securities and Exchange
Commission  (SEC) within the next 30 days,  to  deregister  its common stock and
suspend its reporting  obligations  under the  Securities  Exchange Act of 1934.
InterCare  DX  expects that the  deregistration   will become  effective 90 days
after the filing with the SEC.

To address shareholders' concerns,  additional details concerning this corporate
action, may be found in an 8-K filed with the Securities and Exchange Commission
and on the company's web site at www.intercare.com.

Note Concerning Forward-Looking Statements

Forward-looking statements in this release are based on information available to
the  Company  as of the  date  of  this  release,  and the  Company  assumes  no
obligation  to  update  or revise  forward-looking  statements.  Forward-looking
statements are inherently uncertain, and the Company's actual results may differ
from  management's   expectations.   Risks  and  uncertainties  associated  with
forward-looking statements include, without limitation, the Company's ability to
obtain the funding  necessary to maintain  business  operations;  the  Company's
ability to hire and/or retain  qualified  management and operational  personnel;
and  the  Company's  ability  to  continue  executing  its  business  plan.  All
forward-looking  statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by these cautionary statements.
InterCare DX, Inc.  assumes no  obligations  to provide  updates  related to any
forward-looking information.

Source:  InterCare DX, Inc
Telephone: 310-242-5634

EX-99.2

EXHIBIT 99.2
- ------------

COPY FOR WEB SITE - INTERCARE


InterCare DX, Inc.  (PINKSHEET:ICCO) has filed a Form 15 with the Securities and
Exchange  Commission  (SEC),  to  deregister  its common  stock and  suspend its
reporting  obligations under the Securities Exchange Act of 1934.  InterCare DX,
Inc.  expects that the  deregistration  will become  effective 90 days after the
filing with the SEC.

To address shareholders' concerns,  additional details concerning this corporate
action are provided  below and are also contained in an 8-K filed on October 29,
2008 with the Securities and Exchange Commission.

InterCare DX, Inc. meets the requirements for  deregistration  having fewer than
500 registered shareholders of record and total assets under $10 million in each
of the prior three fiscal years.

As a result of the filing of the Form 15,  InterCare DX  obligation to file with
the SEC certain  reports and forms,  including  Forms 10-K,  10-Q, and 8-K, will
immediately cease. In addition, the common stock of InterCare DX. will no longer
be listed on the OTC Bulletin  Board,  but similar  market  information  will be
reported on the Pink Sheets LLC at www.pinksheets.com.

According to Anthony C. Dike,  M.D,  InterCare  DX Chairman and Chief  Executive
Officer,  "The board of  directors,  after careful  consideration,  and in-depth
analysis,  has decided that the advantages of this course of action outweigh any
of the disadvantages."

Among the factors  considered by the board of directors in reaching its decision
were the  substantial  increase in costs and expenses  that  InterCare DX. would
incur to remain in compliance with the Sarbanes-Oxley Act of 2002,  particularly
complying  with Section 404 of the Act;  the ongoing  costs and  expenses,  both
direct and indirect,  associated with the preparation and filing of InterCare DX
periodic  reports  with  the  SEC;  and the  additional  need  to use  available
resources in its  business  rather than to comply with  regulatory  requirements
associated with being a public company.

In  addition  to  the   significant   time  and  cost  savings   resulting  from
deregistration,  this action is intended to allow  InterCare  DX  management  to
focus  its  attention  and  resources  on the  core  business  and  the  further
development of InterCare DX. as a biomedical software development and technology
company.

In order to explain the deregistration process to the shareholders, InterCare DX
has tried to anticipate  some  questions  that  shareholders  may have once this
deregistration has taken place.

1. Does  "deregistration"  mean that  InterCare  DX,  Inc..  will no longer have
public shareholders?

No. In InterCare DX case,  deregistering will have no effect upon your status as
a shareholder.


2. How will the "deregistration" affect me as a public shareholder?

InterCare  DX,  will not be  required  to file  documents  with  the SEC.  While
InterCare DX. will continue to provide  shareholders with certain information as
discussed  in item 4  below,  you will  likely  not  have  the  same  amount  of
information  regarding  InterCare  DX that you now have  access to  through  SEC
filings in the public record.

There is a possibility that  deregistration  may adversely affect the market for
your  InterCare  DX,  stock.  However  InterCare DX stock may still be traded by
these same market makers, if these brokers who now make a market in InterCare DX
stock continue to do so.

3. Why has InterCare DX, Inc.. elected to "deregister"?

InterCare DX board of directors  considered carefully this important step in the
InterCare  DX  history.  It  believes  that  the  savings  to be  achieved  from
deregistration  will be material.  These  savings  arise from  several  sources,
including not being  required to file periodic  reports with the SEC,  decreased
director and officer liability insurance costs, and,  particularly,  the savings
related to no longer being required to comply with regulations adopted under the
Sarbanes-Oxley Act passed in 2002.

Like many small public  companies,  the trading volume of InterCare DX stock has
been very low.

4. What  information  can I expect to receive  about  InterCare DX, Inc.. in the
future?

InterCare DX expects to provide its  shareholders  with  periodic  financial and
operational information. The financial statements contained in these updates may
be  unaudited  (this is another  substantial  savings the company can achieve by
deregistering)  and  may not  have  the  detail  required  of an SEC  registered
corporation. InterCare DX expects to continue to issue press releases concerning
material  developments  though  some  events  which  were the  subject  of press
releases in the past may not be included in future press releases. Where lawful,
InterCare DX may elect to provide  shareholders with certain  information solely
through its website, www.Intercare.com. InterCare DX website will continue to be
a reliable source for information about the company.

5. How will I be able to trade in InterCare DX, Inc.. stock?

We expect and hope that brokers who  currently  make  a market in InterCare  DX.
stock will continue to do so in the future via www.pinksheets.com.


Anthony C. Dike,
Chairman/CEO
InterCare DX, Inc

Telephone: 310-242-5634