8-K 1 icco8k103127.txt AMENDEDFORM8K TO CORRECT A DATE LINE ITEM. Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K/A Amendment Number 2 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, 2006 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: November 1, 2007 By:/s/ Anthony C. Dike ------------------------- Anthony C. Dike (Chairman, Chief Executive Officer) 2