-----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, Bl08o3jxteZptUlSTGtoOhGZJYW8U2hMk4qzgx2MOwVkiudwRliVE5NCXjUqWc7a vQaG0zwa8cumCMPbZmZ6CQ== 0001105944-03-000056.txt : 20031114 0001105944-03-000056.hdr.sgml : 20031114 20031114163248 ACCESSION NUMBER: 0001105944-03-000056 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCARE DX INC CENTRAL INDEX KEY: 0001103310 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954304537 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-31281 FILM NUMBER: 031005158 BUSINESS ADDRESS: STREET 1: 900 WILSHIRE BLVD #500 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 213-627-8878 MAIL ADDRESS: STREET 1: 900 WILSHIRE BLVD #500 CITY: LOS ANGELES STATE: CA ZIP: 90017 FORMER COMPANY: FORMER CONFORMED NAME: INTERCARE COM DX INC DATE OF NAME CHANGE: 20010514 FORMER COMPANY: FORMER CONFORMED NAME: INTERCARE COM INC DATE OF NAME CHANGE: 20000114 10QSB 1 int10qsb93003.txt INTERCARE DX INC., 10QSB FOR PERIOD 09-30-2003 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 ---------------------------------------------------------------- (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, 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 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 ?? ?? ?? ?? 8 -----END PRIVACY-ENHANCED MESSAGE-----