U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB



[X]  Quarterly Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended September 30, 2000

[ ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the transition period from _________ to ________




                                 SURGICARE, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)


             DELAWARE                                        58-1597246
   (STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)


    6699 CHIMNEY ROCK, SUITE 105
          HOUSTON, TEXAS                                        77081
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

ISSUER'S TELEPHONE NUMBER: (713) 665-1406


Check whether the  Registrant:  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  Registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X]  No [ ]

As of November 30, 2000, 12,596,657 shares of Common Stock, $0.005 par value per
share, were outstanding.

As of November 30, 2000,  1,450,000 shares of
Series A Redeemable Preferred Stock,$.001 par value per share,were outstanding.

Transitional Small Business Disclosure Format:  Yes [ ]  No [X]

 <PAGE>

PART I
                              FINANCIAL INFORMATION


The information  contained  herein contains  certain forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933, as amended and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  which are
intended  to be covered  by the safe  harbors  created  thereby.  Investors  are
cautioned that all forward  looking  statements  involve risks and  uncertainty,
including,  without  limitation,  the  ability  of  SurgiCare  to  continue  its
expansion strategy,  changes in federal or state healthcare laws and regulations
or third party payer practices,  SurgiCare's  historical and current  compliance
with existing or future  healthcare  laws and  regulations and third party payer
requirements, changes in costs of supplies, labor and employee benefits, as well
as general  market  conditions,  competition  and  pricing.  Although  SurgiCare
believes  that  the  assumptions   underlying  the  forward  looking  statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can be no  assurance  that  the  forward  looking  statements
included  in  this  Form  10-QSB  will  prove  to be  accurate.  In  view of the
significant  uncertainties  inherent in the forward-looking statements  included
herein,  the  inclusion  of  such  information  should  not  be  regarded  as  a
representation by SurgiCare or any other person that the objectives and plans of
SurgiCare  will be achieved.  SurgiCare  undertakes  no  obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results over time.



ITEM 1.

Financial Statements

The information required hereunder is included in this report as set forth
in the "Index to Financial Statements"

                          INDEX TO FINANCIAL STATEMENTS
                                                                          Page
Consolidated Balance Sheet as of December 31 1999, and
     September 30, 2000                                                    3

Consolidated  Income  Statement for the 3 months ending as
of September 30, 1999 and 2000 and the 9 months ending as of
September 30, 1999 and 2000.                                               5

Consolidated Statement of Cash Flows for the 3 months ending as
of September 30, 1999 and 2000 and the 9 months ending as of
September 30, 1999 and 2000.                                               6





<PAGE>
<TABLE>

                                 SURGICARE, INC.

<CAPTION>
                           CONSOLIDATED BALANCE SHEETS


                                                    December 31,   September 30,
<S>                                                     <C>             <C>
                                                        1999            2000
                                                             (Unaudited)
                            ASSETS

Current Assets
     Cash and cash equivalents                       $   243,859  $   123,289
     Accounts receivable (less allowance for
      contractual adjustments and doubtful accounts    1,832,833    2,562,258
      of $1,470,530 and $2,008,981 at December
      31, 1999 and September 30, 2000, respectively)
     Inventory                                            89,361      152,442
     Prepaid expenses                                     27,175       28,560
     Other current Assets                                 21,200       37,740
        Total Current Assets                           2,214,428    2,904,289


Property and Equipment
     Office furniture and equipment                       40,922        44,228
     Medical and surgical equipment                      660,225       728,949
     Leasehold improvements                               28,016       398,019
     Computer equipment                                   58,303        65,709
     Autos                                                              30,142
     Construction in Progress                            117,121

     Less: Accumulated depreciation and                 (487,998)     (601,451)
        amortization

        Total Property and Equipment                     416,589       665,595


Other Assets
     Goodwill                                            166,367       157,762
     Acquisitions in Progress                                           11,119

        TOTAL ASSETS                              $    2,797,384  $  3,7387655


                                 SURGICARE, INC.

                           CONSOLIDATED BALANCE SHEETS



                         LIABILITIES

Current Liabilities
     Current portion of capital lease             $       21,464   $  22,971
     Notes Payable                                       633,764     506,841
     Accounts Payable                                    147,685     280,710
     Accrued Expenses                                    128,280      52,320
     Federal income tax payable                           95,637     657,517
     Deferred federal income tax                         546,000     678,899

        Total Current Liabilities                      1,572,830   2,199,258

Long-Term Capital Lease Obligations                       49,544      24,334

        Total Liabilities                              1,622,374   2,223,592
                SHAREHOLDERS' EQUITY

Preferred Stock, Series A, par value
  $.001, 1,650,000 authorized, 1,400,000 and               1,400       1,450
   1,450,000 issued and outstanding at
   December 31, 1999 and September 30, 2000 respectively
   September 20, 2000 redemption & liquidation value
   Is $7,250,000

Common Stock, par value $.005, 50,000,000 shares
     authorized, 12,596,657 issued and outstanding        62,983      62,983

Additional Paid-In Capital                               900,245     922,696

Retained Earnings                                        237,882     786,224

Less:   Shareholders receivables                        (27,500)    (258,180)

        Total Shareholders' Equity                     1,175,010   1,515,172

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $    2,797,384  $3,738,765

</TABLE>



<TABLE>


                                                 SURGICARE, INC.

<CAPTION>
                                          CONSOLIDATED INCOME STATEMENT
                                                   (unaudited)

                                                              FOR THE                        FOR THE
                                                        THREE MONTHS ENDING             NINE MONTHS ENDING
                                                           September 30,                   September 30
<S>                                                      <C>            <C>            <C>              <C>
                                                         1999           2000           1999             2000

Revenues, net                                      $    1,199,163 $    1,257,294 $     3,172,933 $      3,856,747

Expenses
Direct Surgical Expenses
      Surgical Costs                                      194,376        257,484         444,907          692,815
      Salaries, wages and Benefits                         98,662        134,047         285,136          348,212
      Contract services                                    47,929         46,622         117,876          143,344
              Total Direct Surgical Expenses              340,967        438,153         847,918        1,184,370
 Gen. and Admin. Expenses
      Salaries, Wages and Benefits                         48,186         88,982          86,431          207,177
      Management company termination fee                  164,333              0         164,333                0
      Professional fees                                    11,554         32,420          19,018           96,178
      Rent                                                 45,883         44,682         132,454          130,047
      Management  Fee                                      58,416         23,299         190,384           61,311
      Insurance                                             8,155          9,760          21,991           27,521
      Depreciation                                         34,352         37,129          90,961          122,059
      Repairs and maintenance                               2,206         19,159          11,635           49,604
      Other operating expenses                           (27,302)         79,551          99,639          179,846
      Taxes                                                11,692         13,535          19,479           23,587
          Total Direct Gen. and Admin.  Expenses          357,474        348,517         836,325          897,329
          Total Expenses                                  698,441        786,670       1,684,243        2,081,700

Other Income
      Gain on sale of property and equipment                    0              0          12,025                0
      Miscellaneous income                                  1,893              0           6,550                0
          Total Other Income                                1,893              0          18,575                0

Earnings Before  Income Tax Expense                       502,615        470,624       1,507,265        1,775,047

Federal Income Tax Expense (Benefit)
      Deferred                                            139,865       (74,032)         568,516          132,899
      Current                                              18,319        265,161          18,319          497,456
      State                                                 2,107         14,721           2,107           74,350

Net Earnings                                       $      342,324 $      264,774 $       918,323 $      1,070,342

Pro forma income data (unaudited):
      Earnings before federal income tax expense   $      342.324 $      264,774 $     1,507,265 $      1,070,342
      Proforma federal and state income tax                                            (584,905)
      Dividends Paid                                    (162,000)      (174,000)       (776,000)        (522,000)

      Pro forma Net Earnings                       $     180,.324 $       90,774 $       146,360 $        548,342

      Pro forma earnings per share - basic and     $              $          001 $          0.01 $           0.05
      diluted                                            0.02

</TABLE>
<TABLE>


<CAPTION>
                                             SURGICARE, INC.
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (unaudited)
                                                         FOR THE                       FOR THE
                                                   THREE MONTHS ENDING           NINE MONTHS ENDING
                                                      September 30,                 September 30
<S>                                                 <C>            <C>           <C>             <C>
                                                    1999           2000          1999            2000
Cash Flows From Operating Activities
     Net earnings                              $     342,324 $     264,774 $     918,323 $       1,070,342
     Adjustments to reconcile net earnings to
     net cash provided by operations:
         Depreciation and amortization                34,352        37,129        90,964           122,058
         Gain on sale of property and                      0             0        24,450                 0
         equipment
         Deferred federal income tax                 139,516      (74,032)       568,516           132,899
         Management company termination fee          164,333             0       164,333                 0
         (Increase) Decrease in:
         Accounts receivable                       (322,745)      (65,606)     (771,749)         (729,425)
         Inventory                                         0                     (2,013)          (63,081)
                                                                 (12,579)
         Prepaid expenses                            (1,089)       (5,382)       (1,349)           (1,385)
         Other current assets                            495      (39,925)       (2,290)          (27,659)
         Increase (Decrease) in:
         State income tax payable                          0         6,887             0            64,425
         Federal income tax receivable                45,576       265,161        45,576           497,456
         Accounts payable                            (5,975)      (31,535)        77,119           133,025
         Accrued expenses                           (17,601)      (23,545)      (32,212)          (75,960)

         Net Cash Provided by Operating              379,186       321,347     1,079,668         1,122,696
         Activities

Cash Flows From Investing Activities
     Capital expenditures                           (44,458)      (47,974)      (73,356)         (362,460)
     Proceeds from sale of property and                    0             0      (12,025)                 0
     equipment
     Loan to Shareholders                                  0       (1,730)             0         (268,730)
     Acquisition of SurgiCare, Inc.                (172,105)             0     (172,105)                 0
         Net Cash Used in Investing Activities     (216,563)      (49,704)     (257,486)         (631,190)

Cash Flows From Financing Activities
     Proceeds from Notes Payable                     161,000             0       161,000            50,000
     Payments on debt                               (61,553)      (40,264)     (168,632)         (176,923)
     Principal payments on capital lease             (8,496)      (12,552)      (13,604)          (23,703)
     Collections on shareholder receivable             8,271         6,300        80,772            38,050
     Proceeds from Sale of Preferred Stock            27,000             0        27,000            22,500
     Dividends paid to preferred shareholders      (162,000)     (178,000)     (162,000)         (522,000)
     Distributions to shareholders                         0             0     (599,000)                 0
         Net Cash Used in Financing Activities      (35,778)     (224,516)     (674,464)         (612,076)

Net Decrease in Cash and Cash Equivalents            126,845        47,127       147,718         (120,570)

Cash and Cash Equivalents - Beginning of              77,923        76,162        57,049           243,859
Period

Cash and Cash Equivalents - End of Period      $     204,768 $     123,289       204,768           123,289

</TABLE>




                                 SURGICARE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     The accompanying financial statements are unaudited,  but in the opinion of
management,  include  all  adjustments  necessary  for a  fair  presentation  of
financial position and results of operations for the periods presented.

Note 1 - Accounting Policies

SurgiCare,  Inc. (the Company)  maintains its accounts on the accrual  method of
accounting  in  accordance  with  generally  accepted   accounting   principles.
Accounting  principles followed by the Company and the methods of applying those
principles which  materially  affect the  determination  of financial  position,
results of operations and cash flows are summarized below:

   Description of Business

     Bellaire SurgiCare,  Inc. (Bellaire) was formed in January, 1995 as a Texas
     corporation  to  operate  a day  surgery  center  in  Houston,  Texas,  and
     therefore  operates as a single segment.  Effective July 1, 1999, Bellaire
     acquired SurgiCare,  Inc. (formerly Technical Coatings,  Inc.) in a reverse
     acquisition.  Bellaire SurgiCare, Inc. is now a wholly owned subsidiary of
     SurgiCare, Inc.

   Principles of Consolidation

     These consolidated financial statements include the accounts of the Company
     and its  wholly owned  subsidiary,  Bellaire  SurgiCare,  Inc. All material
     inter company   balances   and   transactions   have  been   eliminated  in
     consolidation.

   Cash and Cash Equivalents

     The Company considers all short-term investments with an original maturity
     of three  months  or less to be cash  equivalents.  During the year, the
     Company maintained cash balances in excess of federally insured limits.

   Revenue Recognition

     Revenue is recognized on the date the procedures are performed, and
     accounts receivable are recorded at that time. Revenues are reported at the
     estimated  realizable amounts from patients and third-party payers. If such
     third-party payers were to change their reimbursement  policies, the effect
     on revenue could be significant.  Earnings are charged with a provision for
     contractual  adjustments  and  doubtful  accounts  based on fee  schedules,
     contracts and collection experience.  Contractual  adjustments and accounts
     deemed uncollectible are applied against the allowance account.

   Inventory

     Inventory consists of medical and pharmaceutical  supplies which are stated
     at the lower of cost or  market.  Cost is  determined  under the  first in,
     first-out method.

   Property and Equipment

     Property  and  equipment  are  presented  at  cost.  Medical  and  surgical
     equipment,  of approximately  $144,000,  under capital lease is recorded at
     the  present  value of future  minimum  lease  payments.  Depreciation  and
     amortization  are computed at rates  considered  sufficient to amortize the
     cost of the assets,  using the  straight-line  method over their  estimated
     useful lives as follows:

          Office furniture and equipment         7 years
          Medical and surgical equipment         5 years
          Leasehold improvements                 5 years
          Computer equipment                     5 years

   Goodwill

   Goodwill  arises  from the  acquisition  of  assets at an amount in excess of
   their fair market value. Amortization is computed by the straight-line method
   over 15 years.


                                 SURGICARE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           September 30, 1999 and 2000


   Federal Income Taxes

   Prior  to  July  1,  1999,  the  Company  had  elected  to be  taxed  as an S
   corporation  under provisions of the Internal Revenue Code. As such,  current
   taxable   income  had  been  included  on  the  income  tax  returns  of  the
   shareholders  for federal  income tax purposes and no provision had been made
   for federal income taxes.

   Effective July 1, 1999,  the Company  changed its election to be taxed as a C
   corporation  under the Internal  Revenue  Code.  Taxes on income are provided
   based upon Statement of Financial  Accounting  Standards No. 109, "Accounting
   for  Income  Taxes,"  which  requires  an asset  and  liability  approach  to
   financial  accounting  and reporting for income  taxes.  Deferred  income tax
   assets and  liabilities  are computed for  differences  between the financial
   statement and tax bases of assets and liabilities that will result in taxable
   or  deductible  amounts in the  future.  Such  deferred  income tax asset and
   liability  computations are based on enacted tax laws and rates applicable to
   periods in which the differences are expected to affect taxable income.

   Use of Estimates

   The preparation of financial statements in conformity with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that affect the reported  amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported  amounts of revenues and expenses  during the reporting  period.
   Actual results could differ from those estimates.

Note 2 - Unaudited Pro Forma Net Earnings and Pro Forma Earnings Per Share

         Pro forma earnings per share  represent pro forma net earnings (after a
pro forma  provision  for income  taxes as if the  Company  had been  subject to
federal and state income taxation as a C corporation since inception)  available
to common  shareholders  divided  by the pro forma  weighted  average  number of
common shares  outstanding  during the period. Pro forma weighted average shares
were  calculated  giving  effect to the 7,304 to 1 exchange of SurgiCare  common
stock for Bellaire common stock,  as if the reverse  acquisition had occurred at
the beginning of each period presented. The conversion of preferred stock to
common stock is anti-dilutive

Note 3- Subsequent Events

     On October  20 2000,  and  effective  October  21,  2000,  SurgiCare,  Inc.
("SurgiCare")  purchased from Memorial Village Surgery Center, L.P. ("MVSC"),  a
Texas  Limited  Partnership  an undivided 60% interest in the assets and assumed
liabilities of a surgery center in Houston, Texas.

     Pursuant to the terms of the Asset  Purchase  Agreement,  dated October 20,
2000, by and among SurgiCare, MVSC, and other entities, SurgiCare paid to MVSC a
total purchase price equal to $8,210,000,  $4,490,000 in cash, and $3,720,000 in
SurgiCare common stock, par value $.005 per share.

     The cash used in the  purchase  transaction  was obtained  from  borrowings
under three  affiliated  loan  agreements,  two of which are between  SurgiCare,
Bellaire SurgiCare,  Inc. ("Bellaire") a SurgiCare wholly owned subsidiary,  and
DVI  Financial  Services,  Inc.  and one  between  SurgiCare,  Bellaire  and DVI
Business Credit, Inc.

The consideration paid to MVSC was determined through arm's-length negotiations
between SurgiCare, MVSC and other related entities.

     Following the asset purchase, SurgiCare and the owners of the remaining 40%
of the assets and assumed liabilities  comprising the surgery center contributed
their respective  ownership  interests in the assets and assumed  liabilities of
the surgery  center into a newly formed Texas  Limited  Partnership,  SurgiCare,
Memorial  Village,  L.P.,  and  received  proportionate   partnership  interests
therein.

     In an unrelated  transaction,  SurgiCare  acquired an undivided 10% general
partnership interest in San Jacinto Surgery Center, L.P., as well as the centers
management  contract.  SurgiCare paid $320,000 cash to the  partnership for both
the General Partnership interest and the management contract.

     The cash  used in the  purchase  was  funded  in part  from  operations  in
addition to a $250,000 loan obtained from Southwest Bank of Texas.

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>


                                                              For the Three             For the Nine
                                                               Months Ended             Months Ended
                                                               September 30,           September 30,
                                                               (Unaudited)              (Unaudited)
                                                             --------------           ------------
<S>                                                         <C>         <C>          <C>         <C>
                                                            1999        2000         1999        2000


Basic Earnings Per Share:
   Pro forma net earnings                                $ 342,323   $ 264,774    $ 918,146 $1,070,342

   Less: Preferred dividends                                           174,000      162,000    822,000
                                                         -----------  --------    ---------  ---------
   Pro forma net earnings available for common
   Shareholders.                                         $ 342,323   $  90,774    $ 756,146  $ 548,342
                                                      ============= =========== =========== ==========
   Weighted average shares outstanding                  11,214,560  12,596,657   11,536,272 12,596,657
                                                      ============= =========== =========== ==========
   Pro forma net earnings per share - basic               $.02         $.01          $.03      $.05

   Proforma earnings per share for 1999 have been reduced to assume the
Preferred stock had been issued at the beginning of the period.
</TABLE>



Note 4 - Preferred Stock

     The  Series A  preferred  stock is  convertible  at a rate of one  share of
preferred stock into one share of $.005 par value common stock.  The Company can
redeem the stock at $5 per share. The Series A preferred stock accrues dividends
at a rate of $.48 per share per annum  which are  payable,  in  arrears,  on the
first day of the month.  Holders of Series A preferred stock are entitled to one
vote for each share of Series A preferred stock held.


ITEM 2.

Management's  Discussion  and  Analysis of  Financial  Condition  and results of
Operation.

SurgiCare   principal   business   strategies  are  to  (i)  increase  physician
utilization of existing facilities,  (ii) increase both the revenue and profits,
from current cases and procedures  being  performed in existing  facilities and,
(iii) achieve growth and expand revenues by pursuing  strategic  acquisitions of
existing,  and the  development  of new,  physician  owned  ambulatory  surgical
centers.

     (i) SurgiCare  has completed its addition of one new operating  room to its
Bellaire facility.  This additional operating room has increased the capacity at
Bellaire by 50%.

     (ii)  SurgiCare is  constantly  striving to achieve  increase  profits from
existing  revenues.  Surgical supply costs are the single largest cost component
of any ambulatory  surgical  center.  Therefore  SurgiCare is always looking for
ways to  decrease  the  cost of  surgical  supplies.  Through  participation  in
national buying groups SurgiCare has been able to negotiate discounts on most of
the commonly used surgical  supplies.  SurgiCare has also implemented a "Just in
Time"  approach to  inventory.  This allows the center to minimize the amount of
supplies  that it is required  to keep in  inventory.  SurgiCare  is also always
looking for new  distributors of its surgical  supplies that have the capability
to deliver the majority of its  surgical  supplies  "Just in Time",  and provide
quality  service,  at reduced  prices.  SurgiCare has found that the  purchasing
policies that govern the  acquisition of surgical  equipment is an important key
to maximize a centers  profit.  Therefore  all  equipment  is  purchased  at the
corporate  level,  in order to insures  that the  equipment  is purchased at the
lowest possible price.


     (iii)  SurgiCare  is in the  process  of  identifying  ambulatory  surgical
centers as  potential  acquisition  targets,  and has, in some cases,  conducted
preliminary  discussions with  representatives  of centers.  At the time of this
filing  there  are  no  commitments,  understandings,  or  agreements  with  any
potential  acquisition  targets.  Except as stated below,  such discussions have
been  tentative  in nature and there can be no  assurance  that  SurgiCare  will
acquire any center with whom discussions have been conducted.  SurgiCare expects
that generally the  acquisition of another surgery center would take the form of
a merger,  stock-for-stock  exchange or stock-for-assets  exchange,  and that in
most   instances  the  target  company  will  wish  to  structure  the  business
combination  to be within  the  definition  of a tax-free  reorganization  under
Section 368 of the Internal  Revenue Code of 1986,  as amended.  SurgiCare  may,
however, use other acquisition  structuring  techniques,  including purchases of
assets or stock for cash or cash and stock, or through  formation of one or more
limited partnerships or limited liability companies.
FINANCIAL CONDITION AND RESULTS OF OPERATION

     The following table sets forth for the periods indicated the percentages of
revenues represented by income statement items.
<TABLE>
<CAPTION>


                                                          For the Nine
                                                          Months Ended
                                                          September 30
<S>                                                    <C>        <C>
                                                       1999       2000

------------------------------------------------------------------------
Revenues, net                                         100.00%    100.00%
------------------------------------------------------------------------
Expenses

Direct Costs of Sales
------------------------------------------------------------------------
       Surgical Costs                                  14.02%    17.96%
------------------------------------------------------------------------
       Clinical Salaries, Wages and benefits            8.99%     9.03%
------------------------------------------------------------------------
       Other Surgical Cost                              3.72%     3.72%
------------------------------------------------------------------------
       Total Direct Cost of Services                   26.72%    30.71%
------------------------------------------------------------------------
General & Administrative Expenses
------------------------------------------------------------------------
       Salaries, Wages and benefits                     2.72%     5.37%
------------------------------------------------------------------------
       Management Co. Termination Fee                   5.18%     0.00%
-----------------------------------------------------------------------
       Professional Fees                                0.60%     2.49%
------------------------------------------------------------------------
       Rent                                             4.17%     3.37%
------------------------------------------------------------------------
       Management Fee                                    6.0%     1.59%
------------------------------------------------------------------------
       Insurance                                        0.69%     0.71%
------------------------------------------------------------------------
       Depreciation                                     2.87%     3.16%
------------------------------------------------------------------------
       Repairs & Maintenance                            0.37%     1.29%
------------------------------------------------------------------------
       Other operating expenses                         3.14%     0.61%
------------------------------------------------------------------------
       Taxes                                            0.61%     0.40%
------------------------------------------------------------------------
Total G & A                                            26.36%    23.27%
------------------------------------------------------------------------
       Total Expenses                                  53.08%    53.98%
------------------------------------------------------------------------
       Operating Income                                46.92%    46.02%
------------------------------------------------------------------------
Other Income
------------------------------------------------------------------------
       Gain on sale of property and equipment           0.38%     0.00%
------------------------------------------------------------------------
       Miscellaneous income                             0.21%     0.00%
------------------------------------------------------------------------
Total Other Income                                      0.59%     0.00%
------------------------------------------------------------------------
Earnings Before Federal Income Tax Expense              47.5%    46.02%
------------------------------------------------------------------------
Federal Income Tax Expense (Benefit)
------------------------------------------------------------------------
       Current                                          0.58%    12.90
------------------------------------------------------------------------
       Deferred                                        17.92%     3.45%
------------------------------------------------------------------------
       State                                             .07%     1.93%
------------------------------------------------------------------------
       Net Earnings                                    28.94%    27.75%
------------------------------------------------------------------------
</TABLE>


RESULTS OF OPERATION

The following  table sets forth for the period  indicated the number of surgical
cases.

<TABLE>
<CAPTION>


                                             For the Three         For the Nine
                                              Months Ended        Months Ended
                                              September 30        September 30
<S>                                       <C>          <C>      <C>         <C>
                                          1999         2000     1999        2000

Total Number of Cases                       718        714       1918      2,245

Total Revenue Generated              $1,199,163 $1,257,294 $3,172,933 $3,856,747

Revenue Generated per Case           $    1,670 $    1,760 $    1,654 $    1,717

Earnings Before Income Tax per Case* $      697 $      598 $      784 $      771

</TABLE>


     * The use of specialty pain  management  implants in increased  numbers for
the quarter  ending  September  30, 2000 has  created  the  appearance  of lower
earnings  per  procedure.  Third  party  payers have a fixed  reimbursement  for
implants at our cost plus ten percent.  Earnings per case appear to drop because
of this low profit cap and the high cost of these implants.  Implants  accounted
for 25% of the total  procedure  costs in the three months ending  September 30,
2000, and 14% for the nine-month period ending September 30, 2000.

     Bellaire SurgiCare continues to deliver cost effective healthcare. Earnings
per procedure  actually  increased 3% for the three months ending  September 30,
2000  when  the  revenue  and  profit   associated   with  these   implants  are
extrapolated.
     Management  does  not  consider  the  use of  implants  or  the  associated
reduction in earnings  per case  significant  in view of the fact that  revenue,
earnings  and  case  volume  each  increased  in the  nine-month  period  ending
September 30, 2000.




THREE MONTHS ENDING September 30, 2000 vs. THREE MONTHS ENDING September 30,1999

     In the three months ending September 30, 2000 Bellaire recorded revenues of
$1,257,294,  compared  to $  $1,199,163  for the  same  period  in  1999,  which
represents a 4.8% increase in revenue for the quarter.

     SurgiCare  performed  714  cases by  September  30,  2000  compared  to 718
procedures for the same period in 1999. This represents a negligible decrease of
less than 1% in average  monthly  utilization.  Revenue  for the  period  ending
September 30, 2000 increased 5% to $1760 from $1670 for the same period in 1999.

     The pre-tax  earnings  generated per case  decreased from $697 per case for
the three-month period ending September 30, 1999, to $659 for the same period in
2000, which  represents a 5% decrease.  This drop is attributed to the increased
surgical expenses caused by the high cost of implant. The utilization of implant
for the period  increased,  due to  contractual  obligations  with  third  party
payers, earnings per procedure utilizing implants are reimbursed at a fixed rate
which is lower than normal  direct  surgical  costs,  thereby  reducing per case
earnings.

     General and  administrative  expenses decreased slightly as a percentage of
total  revenue from 29.81% for the period  ending  September 30, 1999, to 27.27%
for the same period in 2000.  Management  expects that these costs will increase
slightly  as the  company  continues  to  aggressively  pursue  its  merger  and
acquisition strategy.

     As a percentage  of revenue,  total  expenses rose slightly from 58.24% for
the period ending September 30, 1999, to 62.56% for the same period in 2000. The
cause of this  increase  was higher  advertising,  accounting  and legal  costs.
Management  anticipated  this small  increase as it  continues  to  aggressively
advertise for, pursue, and finalize mergers with suitable partners.

     For the  quarter,  utilization  of the  center  remained  steady.  However,
expenses   associated  with  the  pending  mergers,   as  well  as  the  limited
reimbursement on implant  procedures,  resulted in pre-tax earnings of 37.43% of
revenues  for  the  period  ending   September  30,  2000  vs.  41.91%  for  the
three-period ending September 30, 1999.




NINE MONTHS ENDING September 30, 2000 vs. NINE MONTHS ENDING September 30, 1999

     In the nine months ending September 30, 2000 Bellaire posted record revenue
of  $3,856,747  compared  to  $3,172,933  for the  same  period  in  1999  which
represents a 21% increase in total revenue. Pre-tax earnings also increased. For
the period  ending  September  30,  2000,  the earnings  before  income tax were
$1,775,047 as compared to $1,507,265 for the same period the year prior.

     SurgiCare  performed a higher  number of cases for the nine  months  ending
September  30, 2000, as well. A total of 2245 cases were  performed  compared to
1918  procedures for the same period in 1999. This represents an increase of 17%
in average utilization.  Revenues generated per case increased 3.8% for the nine
months  ending  September  30,  2000 to $1,717  compared  to $1,654 for the same
period last year.

     The pre-tax  earnings  generated per case decreased  slightly from $786 per
case for the nine-month  period ending  September 30, 1999, to $791 for the same
nine-month  period in 2000.  This decrease is in part because of the increase in
procedures involving implants. As stated earlier, third party payer restrictions
on reimbursements for these items reduce per case earnings.

     Earnings  before  federal  income tax  expense  rose in the  period  ending
September 30, 2000 to $1,775,047  from the same period last year, an increase of
17.77%.

     Net earnings  increased slightly to $1,070,342 from $918,323 for the period
ending September 30, 2000, as compared to the same period last year.

     Since its  formation,  the Company has  financed its  operating  activities
primarily through cash generated from operations. Net cash provided by operating
activities  increased from $1.08 million for the nine-month period end September
30,  1999 to $1.12  million for the same period in 2000,  due  primarily  to the
level of net income and changes in operating assets and liabilities. The Company
had $705  thousand of working  capital as of September 30, 2000 compared to $642
thousand of working capital as of September 30, 1999.

     Capital expenditures  increased from $73 thousand for the nine-month period
ending  September  30, 1999 to $362  thousand  for the same period in 2000.  The
increase was due in part to the additional  equipment  required to increase case
capacity within specific surgical services,  as well as the expenses  associated
with  the  addition  of  the  new  operative  suite.  All  anticipated   capital
expenditures, can and will be funded from operating revenues.

            SurgiCare  does not  foresee any trend or  uncertainties  that would
impact the long or  short-term  liquidity of the  company.

     The company is in active negotiations with outside funding sources in order
to secure the  funding  required  in order to begin its  expansions  through its
merger and acquisition model.


PART II
                                OTHER INFORMATION
ITEM 1.
Legal Proceedings

         SurgiCare is not currently involved in any legal proceedings.

ITEM 2.
Change in Securities and Use of Proceeds

           None


ITEM 3.
Default Upon Senior Securities

         SurgiCare has not defaulted on any payments of principal or interest on
any securities.


ITEM 4.
Submission of Matters to a Vote of Security Holder

     At the annual meeting of shareholders  (the "Annual Meeting") of SurgiCare,
Inc. (the  "Company") on Wednesday,  July 26 2000, at 6:30 P.M. at the corporate
offices  located at 6699 Chimney  Rock,  Suite 105,  Houston,  Texas 77081,  the
following items where submitted to security holders for vote:

     (1) To elect Nine directors of the Company;

     (2) To act  upon  the  recommendation  of the  Board  of  Directors  on the
appointment  of Weinstein  Spira & Company L.L.P.  as the Company's  independent
auditors for 2000;  and The nine  Directors  that where elected by majority vote
where;

         Dr. David Blumfield President/CEO
         Dr. Jeff Penso Vice President
         Dr. Sherman Nagler
         Dr. Michael Mineo
         Dr. Son Nguyen
         Dr. William Bradbury
         Dr. Bruce Miller
         Dr. Buddy Huffmyer
         Mr. Charles Cohen

     Weinstein Spira & Company L.L.P. was appointed as the Company's independent
auditors  for 2000.  Services  provided to the Company and its  subsidiaries  by
Weinstein Spira shall include the audit of the Company's  consolidated financial
statements and the 401(k) Plan,  services related to filings with the Securities
and  Exchange  Commission,  tax  filings  and  consultations  on various tax and
acquisition due diligence matters.



                                    SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  Report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


Date:    November10, 2000                            REGISTRANT:

                                                     SurgiCare, Inc

                                                By: /s/ David Blumfield
                                                     Dr. David Blumfield
                                                     President and CEO


                                                By:  /s/ CHARLES S. COHEN
                                                     Charles S. Cohen
                                                     Chief Operating Officer


ITEM 6.
INDEX TO EXHIBITS

                                                           DESCRIPTION
     EXHIBIT
     NUMBER
       3.1         * Amended and Restated Certificate of Incorporation of
                     SurgiCare, Inc.
       3.2         * Articles of Incorporation of Bellaire SurgiCare, Inc.
       3.3         * By-Laws of Technical Coatings Incorporated
                     (now SurgiCare, Inc.)
       3.4         * By-Laws of Bellaire SurgiCare, Inc.
        4          * Certificate of Designation,  Powers, Preferences and Rights
                     of Series A Redeemable  Preferred  Stock, par value $.001
                     per share, of SurgiCare, Inc.
      10.1         * Agreement, dated July 29,1999, between
                     SurgiCare, Inc. and Surgery Centers of
                     America II, Inc.
      10.2         * Letter agreement with SCOA
       27          * Financial Data Schedule


* Incorporated herein by reference to the Company's Current Report on form 10-SB
filed on August 20, 1999.