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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