8-K

                       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 29, 2007




                        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, CA 900045
                       (310) 242-5634  Fax: (310) 242-5676



    (Address, Including Zip Code, And Telephone Number, Including Area Code,
                  Of Registrant's Principal Executive Offices)

































                                        1


SECTION  1.  Registrants Business and Operations

Item 1.01 Entry into a Material Definitive Agreement
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

Item 4.01  Changes in Registrant's Certifying Accountant

Pursuant  to  Item  304  of  Regulation  S-B, the Company  makes the following
representation:

(i)  On March 10, 2007, the shareholders voted to ratify the appointment of
Pollard-Kelley Auditing Services, Inc., as our Independent registered
public accounting  firm  for  the fiscal  year ended December 31,2005 and 2006.

On March 10, 2007 Mr. Chang G. Park, CPA , was dismissed  as  a  Certifying
Accountant for  the  Registrant  for the period ended September  30, 2006

(ii)  Mr. Chang G. Park only performed a review of our financial statements
for the period ended September 30, 2007 financial statement. He did not
perform an audit nor did he issues any Opinion regarding the financial
statement.

(iii)  The appointment of Pollard-Kelley Auditing Services, Inc., and  the
dismissal of the Mr. Chang G. Park, CPA, was recommended by the board of
directors.

(iv)  During  the  Company's  most recent   interim period ended September 30,
2006 up to the date of the change in certifying accountant, there were no
disagreements with Mr.  Chang G. Park's ,on any matter of accounting principle
or practices, financial statement disclosure, or auditing scope or procedure,
which  disagreement(s), if any, not resolved to  the  satisfaction of
Mr. Chang G. Park  would have caused Mr. Chang G. Park  to make  a reference
to  the  subject  matter  of  the  disagreement(s)  in connection  with his
interim review report.

 (v)  Effective March 10, 2007, the Company has appointed Pollard-Kelley
auditing Services, Inc., with offices at  4500 Rockside Road, Independence,
OH 4431, as certifying accountant for the company.

(vi)  The Company did not consult with Pollard-Kelley Auditing Services, Inc.,
with regard to any matter concerning the application of accounting principles
to  any  specific transactions,  either completed  or proposed, or the type of
audit opinion that might be rendered with  respect to the Company's financial
statements  prior to  their engagement.

(vii)  The Company  had requested that Mr. Chang Park review  the  disclosure
in  this  report and that it has been given the opportunity to furnish the
Company with a letter addressed to the Commission containing any new
information, clarification of the Company's expression of its views,  or
the respect in  which it does not agree with the statements  made by  the
Company herein  in response to Item 304 (b). Mr. Chang Park did not respond
to the request.

SECTION  5.  Corporate governance and Management
Not  Applicable

SECTION  6.  Reserved
Not  Applicable

SECTION  7.  Regulation FD
Not  Applicable



                                       2


SECTION  8:  Other Events

On March 10, 2007, the Majority Shareholder voted to approve and  ratify
the following items.

1   Re-election of  the under-listed  three  members  of the Company's
Board of Directors to serve for a  one-year  term
a). Wesley Bradford, MD
b)  Jude Uwaezoke
c)  Don Stanford

2.   Re-approval of  the Company's 2001 Joint Incentive  and  Non-Qualified
Stock  Option  Plan  for  the  2007  fiscal year,

The Board of Directors accepted the result of the Majority shareholder
vote without any further modification and was appended into the
Corporate record.

SECTION  9:  Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits

c.    Exhibits

EXHIBIT ITEM.     DESCRIPTION
- ------------     -------------
Exhibit  16.1  -  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:  October 29, 2007              By:/s/  Anthony  C.  Dike
                                      -------------------------
                                          Anthony  C.  Dike
                                 (Chairman, Chief Executive Officer)






























                                       2










3

CORRESP

Dear Mr. Patrick Gilmore,
Please find attached the response to the comments
 sent on August 21, 2007.

A): Response to Comment on Form 10-KSB for the Year  Ended
December 31, 2006
- ------------------------------------------------------------------
       1   Item 3: Controls and Procedure, Page 17
The paragraph corrected to reflect the current period of
filing which is as of the end of December 31, 2006.

       2  Updated the information required pursuant to  Rule 13a-15(e)
       of the exchange act.

B: Report of Independent Public Accounting Firm, page 2
- --------------------------------------------------------
3  Pursuant to AU 561.06, the information regarding
"reclassification" of certain items in the financial
statement for the period ended December 31, 2005 has
been added to the audit report as amended.

4..On March 10, 2007, the Majority Shareholder voted to approve
and ratify the appointment of Pollard-Kelly Auditing Services,
Inc., as our Independent registered public accounting  firm  for
the fiscal year ended December 31,2006. (Please see form 8k filed
on March 18, 2007 and Definitive Information Statement filed on
Schedule 14 C on March  6, 2007). An amended form 8k  which
incorporates  Item 4.01 has been  filed.

C: Statement of Operations, page 4
- ----------------------------------------------------
5.  This item has been amended to reflect loss per share for the
period ended December 31, 2005.

D: Note 17: Joint Venture in the Middle East , page 9
- ------------------------------------------------------

      6. The Company currently do business in the following Middle
      Eastern Countries thru independent consultants or local
      business entities.
                   Israel
                   Saudi Arabia
                   Jordan
                   UAE-Dubai (planned  in future)

E:Certification in Exhibit 31.1
- -------------------------------
Certification revised to remove "annual" and "quarterly" from
the filing pursuant to item 601(b) 31 of Regulation S-B.

Furthermore, the Company is responsible  for the adequacy and accuracy of the
disclosure in the filings and will not assert staff  comments as a defense in
any  proceedings initiated by the Commission or any person  under the federal
securities laws of the United States. Staff comments or changes to disclosure
in response to staff comments do not foreclose the Commission from taking any
actions  with  respect  to  the filings.

Respectfully submitted


/s/ Anthony C. Dike
- ---------------------
Chairman and CEO