8-K/A 1 int8k06706.txt INTERCARE 8K 06-06-2006 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): June 6, 2006 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.) 6201 Bristol Parkway Culver City, California 90230 (213) 627-8878 Fax: (310) 743-0581 (Address, Including Zip Code, And Telephone Number, Including Area Code, Of Registrant's Principal Executive Offices) 1 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 June 6, 2006, InterCare DX, Inc., sold 500,000 shares of its Common Stock to one individual purchaser for $10,000 or 0.02 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 On June 7, Dr. Karunyan Arulananthamune a member of the Board of Directors of the registrant tendered his letter of resignation from the board of Director of the Company, for personal reasons. 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: June 7, 2006 By:/s/ Anthony C. Dike ------------------------- Anthony C. Dike (Chairman, Chief Executive Officer) 2