UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                SEC FILE NUMBER
                                   333-57780
                                    -------

                                CUSIP NUMBER
                                  4584C107
                                  --------
               Form 10-K or Form 10KSB      Form 20-F      Form 11-K
             X Form 10-Q or Form 10QSB      Form N-SAR      Form N-CSR
                       For Period Ended: September 30, 2006
     Transition  Report  on  Form  10-K
     Transition  Report  on  Form  20-F
     Transition  Report  on  Form  11-K
     Transition  Report  on  Form  10-Q
     Transition  Report  on  Form  N-SAR

                        For the Transition Period Ended:

  If the notification relates to a portion of the filing checked above, identify
                 the Item(s) to which the notification relates:
                         PART I - REGISTRANT INFORMATION

                                InterCare DX, Inc.
                             -----------------------

                            Full Name of Registrant

                               InterCare  DX, Inc.
                               --------------------
                            Former Name if Applicable
                               6201 Bristol Parkway
                          -----------------------------
            Address of Principal Executive Office (Street and Number)
                          Culver City, California 90230
                          -----------------------------
                            City, State and Zip Code

                        PART II - RULES 12b-25(b) AND (c)
If  the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be  completed.  (Check  box  if  appropriate)
x     (a)     The reason described in reasonable detail in Part III of this form
could  not  be  eliminated  without  unreasonable  effort  or  expense

     (b)     The subject annual report, semi-annual report, transition report on
Form  10-K,  Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will  be  filed on or before the fifteenth calendar day following the prescribed
due  date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth calendar day following the
prescribed  due  date;  and

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     (c)     The  accountant's  statement  or  other  exhibit  required  by Rule
12b-25(c)  has  been  attached  if  applicable.

                              PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or  the  transition  report  or  portion  thereof, could not be filed within the
prescribed  time  period.

The  Registrant  files  this  report  for a 5 days extension, from November 15,
to November 21, 2006, for filing its quarterly report on Form 10QSB for the
period ended September 30, 2006. The Registrant will not file its form 10QSB by
November 15, 2006 because it will be unable  to complete  the  preparation  of
its financial statements  by the initial filing date without unreasonable effort
or expense in view of additional work, time and attention required by our new
independent auditors to  complete the review of our quarterly financials for the
period ended September 30, 2006. The  Registrant  anticipate  that  it  will be
able to file the complete Quarterly report on form 10QSB on November 21, 2006.

                           PART IV - OTHER INFORMATION
(1)     Name  and  telephone  number  of  person  to  contact  in regard to this
notification

                         Anthony C. Dike     213     627-8878
                         ---------------     ---     --------
                    (Name)     (Area Code)     (Telephone Number)


     Have  all  other periodic reports required under Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 or Section 30 of the Investment Company Act of
1940  during  the  preceding  12  months  or  for  such  shorter period that the
registrant  was  required  to  file  such report(s) been filed? If answer is no,
identify  report(s).
(2)     x  Yes   No

     Is it anticipated that any significant change in results of operations from
the  corresponding  period  for  the  last  fiscal year will be reflected by the
earnings  statements  to  be  included in the subject report or portion thereof?
       Yes  x  No

(3)     If so, attach an explanation of the anticipated change, both narratively
and  quantitatively,  and,  if  appropriate,  state the reasons why a reasonable
estimate  of  the  results  cannot  be  made.

                             InterCare DX, Inc.
                             -----------------------
                  (Name of Registrant as Specified in Charter)
    has caused this notification to be signed on its behalf by the undersigned
                            hereunto duly authorized.

Date:  11/15/2006     By:     /s/  Anthony  C.  Dike
                             ----------------------
                              Anthony  C.  Dike
     Title:                    Chairman  &  CEO




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