-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V48Nzf5v8+b3OXWXO+vY/NTxO3Ol8Ci5UKpqQuV9tVNofAJKYNnjfVC8APpLDTn9 W405SxrotZRmhLUa7OT4sQ== 0001105944-02-000061.txt : 20021114 0001105944-02-000061.hdr.sgml : 20021114 20021114132806 ACCESSION NUMBER: 0001105944-02-000061 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCARE COM DX INC CENTRAL INDEX KEY: 0001103310 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954304537 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31281 FILM NUMBER: 02823718 BUSINESS ADDRESS: STREET 1: 900 WILSHIRE BLVD #500 CITY: LOS ANGELES STATE: CA ZIP: 90017 MAIL ADDRESS: STREET 1: 900 WILSHIRE BLVD #500 CITY: LOS ANGELES STATE: CA ZIP: 90017 FORMER COMPANY: FORMER CONFORMED NAME: INTERCARE COM INC DATE OF NAME CHANGE: 20000114 10QSB/A 1 inter930.txt INTERCARE.COM-DX, INC., 10QBS/A FOR 3ND QUARTER 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB/A ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2002 ( ) 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.COM-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 ---------------------------------------------------------------- (Address of Principal Executive Offices) (213) 627-8878 ---------------------------------------------------------------- (Registrant's telephone number, including area code) N/A ---------------------------------------------------------------- (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, 2002, InterCare.com-dx, Inc., Registrant had 12,242,792 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 2002 Intercare.com-dx, Inc. INDEX PAGE ---- PART I. FINANCIAL INFORMATION Balance Sheets - September 30, 2002 3 Statements of Operations for the Nine Months ended September 30, 2002 4 Statement of Cash Flows for the Nine Months ended September 30, 2002 5 Notes to Financial Statements 6-8 Company Overview 9 Management's Discussion and Analysis of Financial Condition and Results of Operations 10-12 PART II OTHER INFORMATION Additional Information 12 Signature 13 2 INTERCARE.COM-DX, INC. CONSOLIDATED BALANCE SHEET (UNAUDITED)
Balance Sheet As At Sept. 30, 2002 2001 ====== ====== ASSETS Current assets Cash $2,891 $ 10,225 Accounts Receivable - Net (Note 1 ) 1,385,850 1,385,850 Inventories 52,211 160,461 Prepaid Expenses - (50) --------- ------------- Total Current Assets.. . . . . . . . . . . . . . . . 1,440,952 1,555,474 --------- ------------- Property, Plant, and Equipment Net Accumulated Depreciation (Note 1). . . . . . 9,070 Other Assets Cash Advance 500 500 Deferred Public Offering Costs 65,332 35,636 ---------- ------------ Total Assets 1,506,784 1,601,692 ========== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts Payable (Note 1) . . . . . . . . . . . .1,228,949 1,499,351 Others 24,300 25,692 --------- ----------- Total Current Liabilities . . . . . . . 1,253,249 1,525,043 --------- ------------ Long term liabilities . . . . . .. . . . . 31,500 16,500 ---------- ----------- Total Liabilities . . . . . . . . . . . 1,284,749 1,541,543 ---------- ----------- Liabilities and Stockholders' Equity Stockholders' Equity Common stock (100,000,000 shares authorized no par value ; 12,230,902 shares issued and Outstanding as of September 30, 2001 and 12,242,972 as of September 30, 2002.(Note 2) 710,078 698,089 Accumulated deficit (488,043) (637,940) ---------- ---------- Total Stockholders' Equity . . . . . . . 222,035 60,149 ---------- --------- Total Liabilities & Equity. . . . . . . . . . . . $1,506,784 $1,601,692 ========== =========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 3 INTERCARE.COM-DX, INC. Consolidated Statement - Unaudited STATEMENT OF OPERATIONS
For the: 3 Mos. Ended Sept. 30, 9 Mos. Ended Sept. 30, 2002 2001 2002 2001 ====== ===== ====== ===== Revenues . . . . . . . . $ 0 $ 0 $ 0 $ 334,199 Less: Cost of Revenues . 263 0 16,701 (126,897) --------- ------- --------- ---------- Gross Margin . (263) 0 (16,701) 207,302 Operating Expense. . . . - 197,600 659,906 Other Income and Expense 45 160 364,526 1,762 ---------- -------- ---------- ------- Net Income . . $ (308) (197,440) 347,825 (450,841) ========= ======== ========== ======== Weighted average number of shares 12,242,792 12,230,902 12,242,792 12,230,902 $ - $ (0.002) $ .03 $ (0.004)
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 4 INTERCARE.COM-DX, INC. STATEMENT OF CASH FLOW UNAUDITED
For the Nine Months Ended Sept. 30, 2002 2001 ==== ==== CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss). . . . . . . . . . . . . . . $ 347,825 $(450,841) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation Expense 2,986 (Increase) Decrease in Accounts receivables . . . . . . . . . . . . . 3,835 Inventories. . . . . . . . . . . . . . . . . . (71,123) Prepaid Expenses . . . . . . . . . . . . . . . 50 Increase(Decrease) in Accounts Payables. . . . . . . . . . . . . . . (357,260) 489,214 -------- -------- NETCASH USED IN OPERATING ACTIVITIES . . . . . . . . ( 9,435) (25,884) CASH FLOW FROM INVESTING ACTIVITIES Deferred Public Offering . . . . . . . . . . . (22,636) Acquisition of Fixed Assets. . . . . . . . . . - - --------- --------- NET CASH USED IN INVESTING ACTIVITES . . . . . . . . - (22,636) CASH FLOW FROM FINANCING ACTIVITIES Loan From MH . . . . . . . . . . . . . . . . 10,000 16,500 Loan From Meridian Medical Group. . . . . . . . . . . 21,800 Repayment of debt . . . . . . . . . . . . . . . ( 1,000) (30,329) Sale of Common Stock . . . . . . . . . . . . . 47,450 Proceeds from long term debt. . . . . . . . . . 358 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . 9,000 55,779 Increase (Decrease) in cash . . . . . . . . . . ( 435) 7,264 CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . . 3,327 2,961 ----------- ---------- CASH AT END OF PERIOD. . . . . . . . . . . . . . . . $ 2,892 10,225 =========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 5 Notes to the Financial Statements Note 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES InterCare.com-dx, Inc. formerly known as Inter-Care Diagnostics, Inc., is organized in the State of California to pursue bio-medical software development, as well as Internet based healthcare transactions, contents and programs development. The Company was originally incorporated in 1991 for the purpose of operating a medical diagnostics laboratory and engaging in various medical services to clients. On June 30, 2000, the Company signed a master value added reseller agreement with Meridian Holdings, Inc., (an affiliate), to sell and support the now discontinued MedMaster suite of software technology. Significant terms of this agreement are that Intercare will sell, support, implement the MedMaster Suite of software programs, in exchange for 40% of net sales proceeds, and 60% of recurrent revenue from software support and implementation. 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, 2002 and 2001:
2002 2001 ===== ===== Computer Hardware & Software 0 $68,770 Less: Accumulated Depreciation 0 59,700 ------- ------- 0 $ 9,070 ======== =======
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, 2002. 6 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" 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. On October 3, 2002, the company issued a total of 1,000,100 shares to its' key employees as part of their bonus pay and incentive stock option award. 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 Deferred Costs Related To Proposed Public Offering. 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 7 the exercise of stock options and warrants are excluded from diluted earnings per share calculation if their effect is anti-dilutive. Note 2. RELATED PARTY TRANSACTIONS The Company recorded an extra-ordinary income of $350,000, due to the sell of its intellectual property rights to the source code and proto-type software commonly know as ICE(tm) to Meridian Holdings, Inc, an affiliated Company, with approximately 33% equity interest in the registrant, in exchange for long term debt reduction and prepayment for software document cost. The source code and the prototype software sold to Meridian Holdings, Inc., will be utilized to develop a replacement software program for the MedMaster product, which will satisfy the needs of our current and future customers. InterCare.com-dx, Inc. Business Overview InterCare.com-dx, Inc., ("InterCare") formerly known as Inter-Care Diagnostics, Inc., is organized in the State of California. We are an innovative software products company specializing in state-of-the-art enterprise solutions for the healthcare IT market. The Company is the developer of ICE(tm), a scalable healthcare software solution that integrates every aspect of the healthcare enterprise, designed for information tracking, error reduction, patient safety. ICE(tm)'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. 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, no sales prospects have been closed, however, this event represents a significant milestone in the Company's overall business plan. The Company anticipates a significant revenue increase in future from software Licensing royalties. 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 $5,186.27. 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. 8 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. MARKET FOR COMMON STOCK On September 13, 2002, the Company's common stock began trading on the OTCBB, under the symbol "ICCO". The trading price have ranged from the bid of 0.02 cents to 0.03 cents, with minimal volume. The company intends to embark on a market awareness program to inform the investing communities about the company's products and services. There can be no assurance that such marketing efforts will yield any dividend, in view of the current market and economic condition. SELECTED FINANCIAL DATA The Company had no revenues from operations in the quarter ended Sept 30, 2002, this compares evenly with the comparable period in 2001. The entire quarter was devoted in conjunction with Meridian Holdings, Inc., an affiliate to developing and testing its new family of software known as ICE(tm) scheduled to be released during the fourth quarter of 2002. 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, 2001, as filed with SEC. Our discussion contains forward-looking statements that 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. 9 RESULTS OF OPERATIONS We have experienced, and expect to continue to experience, seasonality in our license revenues and results of operations, with a disproportionately greater amount of our license revenues for any fiscal year being recognized in our fourth fiscal quarter. As a result, our first quarter revenues can be less than those of the preceding quarter. In some cases, the products will be sold on a consignment basis, in which case, we only get paid by the vendor after the vendor sells the product. Furthermore, our quarterly revenues could be significantly affected based on how applicable accounting standards are amended or interpreted over time. Due to these and other factors, we believe that period-to-period comparisons of our results of operations are not meaningful and should not be relied upon as indicators of our future performance. It is possible that in some future periods our results of operations may be below the expectations of public market analysts and investors. If this occurs, the price of our common stock may decline. We will depend on the commercial success of our product suite, which has not yet been shipped. We have generated substantially all of our revenues from licenses and services related to current and prior versions of our product suite. REVENUES For nine months period ended September 30,2002, the registrant generated zero revenue, as opposed to $334,199 revenue for comparable period in 2001. The decrease in revenue was due lack of sales activity during the period ended September 30, 2002. SALES AND MARKETING On September 16, 2002, Meridian Holdings, Inc. (an affiliate company) announced the release of version 3.0 of InterCare Clinical Explorer(tm) (ICE(tm)), an innovative and robust software application designed to integrate every aspect of the healthcare enterprise. 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. 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, no sales prospects have been closed, however, this event represents a significant milestone in the Company's overall business plan. PRODUCT AND CONTENT DEVELOPMENT Software products and Internet content development expenses is anticipated to increase significantly during the next coming year, due to website redesign and other Internet initiative launch costs, consisting primarily of personnel and consulting costs. The Company projects to spend over $1,000,000 during the next 12 months to fund project and content development. This is contingent upon the Company's ability to raise funds from investors. 10 GENERAL AND ADMINISTRATIVE General and administrative expenses for the third quarter ended Sept 30, 2002 was $0, compared to $197,600 during the comparable period in 2001. For nine month period ended September 30, 2002, general administrative expenses, the Company incurred $0 compared to $659,906 in the comparable period in 2001. Decrease in administrative expense is due to a waiver by Meridian Holdings, Inc. of future payments for administrative services by the registrant to offset amounts previously paid for MedMaster Software maintenance and enhancement to Corsys Group (Israel) Limited, a wholly owned subsidiary of Meridian Holdings, Inc., that was not delivered in the amount of $325,000, due to the abandonment of Medmaster Software by Meridian Holdings, Inc., following a Georgia (Altanta USA) Court decision in 2001 to award the said asset to Lockheed Martin Owego, New York, one of Sirius Computerized Technology (Israel), Limited creditors. The Company will start paying its bills as they become due, as soon as the $325,000 credit memo is exhausted. The Company anticipates future increases in general and administrative expenses as it embarks on aggressive product development, sales and marketing. OPERATING LOSS As a result of the factors described above, Company expects further increases in operating expenses for the year 2002, assuming additional funding is raised from this offering to be used in financing future operating costs. There is no guarantee that the Company will be able to raise additional funds to finance all the anticipated operating costs. In absence of such funds being available, the Company may not be able to operate, and this could have a material impact in the overall execution of the Company's business plan. NET LOSS The Company had a net income of $ 347,825 or $0.03 per share for the nine months period ended Sept 30, 2002, compared with net loss of $450,841 or $(0.004) per share in the comparable period in 2001. The increase in net income was due to the sale of the ICE Software source-code, and prototype application to Meridian Holdings, Inc. PLAN OF OPERATIONS On September 13, 2002, the Company's common stock began trading on the OTCBB, under the symbol "ICCO". The trading price have ranged from the bid of 0.02 cents to 0.03 cents, with minimal volume. The company intends to embark on a market awareness program to inform the investing communities about the company's products and services. There can be no assurance that such marketing efforts will yield any dividend, in view of the current market and economic condition. On September 23, 2002, the company announced that it has appointed Messrs Randall W. Maxey, MD, PhD, and Jude Uwaezuoke to its board of directors. Dr. Maxey, a physician specializing in renal medicine, is chairman of the National Medical Association Board of Trustees. Licensed to practice medicine in California and Guam, Maxey is affiliated with a number of hospitals in the Los Angeles area, including the Daniel Freeman Hospitals, Robert F. Kennedy Medical Center and Cedars Sinai Medical Centers. In addition to serving as an attending physician at the Guam Memorial Hospital (Tumuning, Guam), he is the supervising medical director of the Los Angeles Dialysis Center and the Premiere Pacific Dialysis Center (Dededo, Guam). A published lecturer and award-winning presenter, Maxey received a BS in pharmacy from the University of Cincinnati, a PhD in cardiovascular pharmacology and MD from Howard University. He is founder and president of the Church Health Network and serves on the boards of various health organizations, including the Guam Renal Care Corporation, of which he is chairman. Mr. Jude Uwaezuoke, who has approximately 15 years of administrative, 11 marketing and financial management experience, is president of Speedy-Care Medical Distributors (Inglewood, Calif.), a privately held wholesaler of surgical instruments. Currently in his third year of study at West Los Angeles University Law School, Uwaezuoke received a BS from California State University Dominguez Hills and an MBA from West Coast University. RECENT EVENTS On October 24, 2002, the registrant entered into a joint product marketing agreement with QRS Diagnostics, LLC, a Minnesota Corporation, a privately held designer and developer of patented, software-based medical devices in computer (PC) cards. PART II - OTHER INFORMATION ADDITIONAL INFORMATION Exhibits 99.1 Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to Section 906 of the SARBANES-OXLEY ACT OF 2002 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.COM-DX, INC. DATE: November 14, 2002 By: /s/ Foday Sorsor Conteh ------------------- Foday Sorsor Conteh Vice-President Finance 12 13 13 -----END PRIVACY-ENHANCED MESSAGE-----