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

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the quarterly period ended March 31, 2001

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from _________ to _________.


                        Commission file number: 333-45464


                        MEDICAL CAPITAL MANAGEMENT, INC.
        (Exact name of small business issuer as specified in its charter)


           Delaware                                             88-0473359
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)


                       5190 Neil Road, Reno, Nevada 89502
                    (Address of principal executive offices)


                    Issuer's telephone number: (775) 825-8822


     As of May 7, 2001, there were 2,000 shares of the  registrant's  sole class
of common stock outstanding.

     Transitional Small Business Disclosure Format Yes [ ] No [X]
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                        MEDICAL CAPITAL MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     March 31,       December 31,
                                                                       2001              2000
                                                                     ---------        ---------
                                                                    (Unaudited)
<S>                                                                  <C>              <C>
ASSETS:
Current assets:
  Cash ................................................              $  96,101        $     100
  Medical receivables .................................                     --               --
  Prepaid trustee fee .................................                 42,562               --
  Prepaid commissions .................................                  1,418               --
  Due from Parent .....................................                 55,991               --
                                                                     ---------        ---------
       Total current assets ...........................                196,072              100

Deferred offering costs ...............................                135,674           86,808
                                                                     ---------        ---------
       Total assets ...................................              $ 331,746        $  86,908
                                                                     =========        =========

LIABILITIES AND  STOCKHOLDER'S EQUITY

Current liabilities:
  Accrued expenses - due to Parent ....................              $      --        $  86,808
  Accrued expenses - trade ............................                  3,750               --
  Interest payable ....................................                    366               --
                                                                     ---------        ---------
       Total current liabilities ......................                  4,116           86,808

  Notes payable .......................................                 96,000               --
                                                                     ---------        ---------
       Total liabilities ..............................                100,116           86,808
                                                                     =========        =========

STOCKHOLDER'S EQUITY:
  Preferred stock - par value $.01 (10,000 shares
    authorized, no shares issued and outstanding) .....                     --               --
  Common stock - par value $.01 (10,000 shares
    authorized, 2,000 shares issued and outstanding) ..                     20               10
  Additional paid-in capital ..........................                250,000               90
  Deficit accumulated during development stage ........                (18,390)              --
                                                                     ---------        ---------
Total stockholder's equity ............................                231,630              100
                                                                     ---------        ---------
Total liabilities and stockholder's equity ............              $ 331,746        $  86,908
                                                                     =========        =========
</TABLE>

See accompanying notes.

                                       1
<PAGE>
                        MEDICAL CAPITAL MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                          For the period
                                                                                        since inception on
                                                          Three months ended March 31,    August 4, 2000
                                                          ----------------------------     to March 31,
                                                              2001           2000              2001
                                                            --------       --------          --------
                                                           (Unaudited)   (Unaudited)       (Unaudited)
<S>                                                         <C>            <C>               <C>
REVENUES:
  Discount fees ..................................          $     --       $     --          $     --
                                                            --------       --------          --------
       Total revenues ............................                --             --                --

  Interest expense, net ..........................               365             --               365
                                                            --------       --------          --------
       Revenue, net of interest expense                         (365)            --              (365)
                                                            --------       --------          --------
OPERATING EXPENSES:
  Trustee fees ...................................            14,188             --            14,188
  Audit expense ..................................             3,750             --             3,750
  Commissions ....................................                87             --                87
                                                            --------       --------          --------
       Total operating expenses ..................            18,025             --            18,025
                                                            --------       --------          --------

NET INCOME (LOSS)                                           $(18,390)      $     --          $(18,390)
                                                            ========       ========          ========
Weighted average number of common shares
 outstanding - basic and diluted .................             1,333             --             1,125
                                                            ========       ========          ========
Net earnings (loss) per share of common stock -
 basic and diluted ...............................          $ (13.80)      $   0.00          $ (16.35)
                                                            ========       ========          ========
</TABLE>

See accompanying notes.

                                       2
<PAGE>
                        MEDICAL CAPITAL MANAGEMENT, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          For the period
                                                                                        since inception on
                                                          Three months ended March 31,    August 4, 2000
                                                          ----------------------------     to March 31,
                                                              2001           2000              2001
                                                            --------       --------          --------
                                                           (Unaudited)   (Unaudited)       (Unaudited)
<S>                                                         <C>            <C>               <C>
Cash flows used for operating activities:
  Net loss .........................................        $(18,390)     $     --          $(18,390)
    Adjustments to reconcile net loss to net cash
    provided by (used for) operating activities
    Amortization of trustee fees and commissions ...          14,275            --            14,275

  Changes in assets and liabilities:
    Increase in accrued expenses ...................           4,116            --             4,116
                                                            --------      --------          --------

Net cash provided by operations ....................               1            --                 1

Cash flows from financing activities:
  Proceeds from issuance of debt ...................          96,000            --            96,000
   Proceeds from sale of common stock ..............              --            --               100
                                                            --------      --------          --------
Net cash provided by financing activities ..........          96,000            --            96,100
                                                            --------      --------          --------
Net increase (decrease) in cash ....................          96,001            --            96,101
Cash at beginning of year/period ...................             100            --                --
                                                            --------      --------          --------
Cash at end of year/period .........................        $ 96,101      $     --          $ 96,101
                                                            ========      ========          ========

Supplemental disclosure of non-cash financing
  activity - Sale of common stock to Parent,
  including deferred offering costs incurred ............................................. $ 249,920
                                                                                           ---------
</TABLE>

See accompanying notes.

                                       3
<PAGE>
                        MEDICAL CAPITAL MANAGEMENT, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF STOCKHOLDER'S EQUITY
       FOR THE PERIOD SINCE INCEPTION ON AUGUST 4, 2000 TO MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                          Deficit
                                                                        accumulation
                                        Common stock      Additional       during          Total
                                     -----------------      paid-in      development    stockholders'
                                     Shares     Amount      capital         stage          equity
                                     ------     ------     ---------      ---------       ---------
<S>                                   <C>       <C>        <C>            <C>             <C>
Issuance of common stock at
  inception on August 4, 2000 ....    1,000     $  10      $      90      $      --       $     100

Net income for the period from
  inception on August 4, 2000
  to December 31, 2000 ...........       --        --             --             --              --
                                     ------     -----      ---------      ---------       ---------
Balance December 31, 2000 ........    1,000        10             90             --             100

Net loss for the three months
  ended March 31, 2001
  (Unaudited) ....................       --        --             --        (18,390)        (18,390)
Sale of common stock to Parent
  (Unaudited) ....................    1,000        10        249,910             --         249,920
                                     ------     -----      ---------      ---------       ---------
Balance March 31, 2001
  (Unaudited) ....................    2,000     $  20      $ 250,000      $ (18,390)      $ 231,630
                                     ======     =====      =========      =========       =========
</TABLE>

See accompanying notes.

                                       4
<PAGE>
                        MEDICAL CAPITAL MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. OPERATIONS OF THE COMPANY

ORGANIZATION:

Medical Capital  Management,  Inc. was  incorporated in the state of Delaware on
August 4, 2000. It maintains its executive office in Anaheim,  California. As of
the statement date, the Company is considered a  developmental  stage company in
accordance  with Statement of Financial  Accounting  Board  Statement No. 7. The
Company is wholly owned by Medical Capital Holdings, Inc. (Parent).

BUSINESS ACTIVITY:

The Company was organized to purchase the insured portion of medical receivables
from medical providers including physicians,  clinics, hospitals,  nursing homes
and other  providers  of medical  services.  The medical  receivables  are to be
purchased at a discount to the full amount of the claim.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION:

The accompanying  unaudited  condensed  interim  financial  statements have been
prepared in accordance  with the rules and  regulations  of the  Securities  and
Exchange Commission for the presentation of interim financial  information,  but
may not  include  all the  information  and  footnotes  required  by  accounting
principles  generally  accepted  in the United  States of America  for  complete
financial  statements.  The audited  financial  statements  for the period since
inception  on August 4, 2000 to December  31, 2000 was filed on May 1, 2001 with
the Securities and Exchange Commission and is hereby referenced.  In the opinion
of management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 2001
are not necessarily  indicative of the results that may be expected for the year
ended December 31, 2001.

USE OF ESTIMATES:

The preparation of financial  statements  requires  management to make estimates
and assumptions  that effect certain  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 amounts could differ from those estimates.

CASH AND CASH EQUIVALENTS:

For the  purposes  of the  statement  of cash flows,  cash and cash  equivalents
include all highly liquid debt  instruments  with  original  maturities of three
months or less which are not securing any corporate obligations.

                                       5
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DISCOUNTS EARNED ON MEDICAL RECEIVABLES:

Medical  receivables  are  recorded  at cost  (original  purchase  price) to the
Company,  adjusted  for the  purchase  discount  and  reserves to the  estimated
ultimate  collectible  amount.  Discounts  earned  on  medical  receivables  are
recognized as revenue over the life of the receivable  (which is generally 90 to
150 days) using a method  that  approximates  the  interest  method.  Receivable
acquisition  fees and the related costs are deferred and amortized over the life
of the loan using a method that approximates the interest method.

RESERVE FOR LOSSES:

The reserve for losses on medical receivables is increased by provisions charged
against  operations  and reduced by  receivables  charged off as  determined  by
management.  The reserve is maintained at a level considered adequate to provide
for potential losses on medical  receivables  based on management's  evaluation.
Under the terms by which the medical receivables are purchased,  the Company has
significant   collateral,   including   substitution   of   other   receivables.
Accordingly,  loan loss  charge-offs  are not  expected  to be  material  to the
Company's financial position or results of operations.

COMMISSIONS:

Commissions to outside and related parties in connection with the origination of
medical  receivables  are  expensed  as  incurred.  Commissions  incurred on the
acquisition of investor funds (notes payable) are capitalized and amortized over
the period the debt is outstanding.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

At March 31, 2001 and December 31, 2000,  the  Company's  financial  instruments
consist of cash and  various  payables.  The  carrying  amounts  reported in the
balance sheet approximate fair value.

3. STOCKHOLDER'S EQUITY

During August 2000, the Company issued 1,000 shares of its $.01 par value common
stock to its Parent in consideration for $100 in cash. As of March 31, 2001, the
Company  issued 1,000 shares of its $.01 par value common stock to its Parent in
consideration for $249,920.

                                       6
<PAGE>
4. RELATED PARTY TRANSACTIONS

Several  affiliates that are wholly owned by the Parent provide  services to the
Company. These related parties and services are as follows:

The Company has entered into an Administration  Services  Agreement with Medical
Capital  Corporation,  who is the  administrator  in purchasing  and  monitoring
healthcare  receivables generated by all healthcare  providers.  Medical Capital
Corporation will be compensated for the underwriting and  administration  of the
healthcare  receivables  purchased,  as well  as for  accounting  and  financial
services.

The Company has entered into a Master Servicing  Agreement with Medical Tracking
Services,  Inc., who will be compensated for servicing the receivables  that are
purchased.

5. DEFERRED OFFERING COSTS

Deferred  Offering  Costs  consist  of  costs  incurred  by the  Parent  for the
Company's  registration  of debt  securities  on Form  SB-2 as  filed  with  the
Securities and Exchange Commission, which was effective February 6, 2001.

6. NOTES PAYABLE

The Company  issues  secured  notes to acquire  healthcare  receivables  through
several   broker-dealers  as  filed  on  its  registration  statement  with  the
Securities and Exchange Commission. These notes consist of the following:

<TABLE>
<CAPTION>
                RATE               MATURITY DATE             MARCH 31, 2001       DECEMBER 31, 1999
                ----               -------------             --------------       -----------------
<S>             <C>          <C>                                <C>                     <C>
Class A         9.00%        1 year from issuance date          $ 22,000                $ --
Class B         9.75%        2 years from issuance date           39,000                  --
Class C        10.25%        3 years from issuance date           35,000                  --
Class D        10.75%        4 years from issuance date               --                  --
                                                                --------                ----
                                                                $ 96,000                $ --
                                                                ========                ====
</TABLE>

The maturities of notes payable as of March 31, 2001 are as follows:

                        2001           $     --
                        2002             22,000
                        2003             39,000
                        2004             35,000
                        2005                 --
                                       --------
                                       $ 96,000
                                       ========

                                       7
<PAGE>
7. INTEREST TO SECURED NOTEHOLDERS

Interest  is paid  monthly on all  secured  notes in arrears on the tenth of the
following  month to the  noteholder  of  record  as of the last day of the month
preceding the month in which the interest payment date occurs.  Interest is paid
without any compounding.  Each class of notes has a different  maturity date and
accrues interest at different rates.

8. TRUSTEE FEES

The Company  pledges  collateral to an  independent  bank  trustee.  The pledged
collateral secures all notes,  regardless of when the collateral was acquired or
when the notes were  issued.  The fees to the  trustee  are prepaid on an annual
basis and amortized monthly.

9. INCOME TAXES

The Company uses the liability method of accounting for income taxes pursuant to
SFAS No.  109,  "Accounting  for Income  Taxes."  Deferred  income tax assets or
liabilities  result from  temporary  differences  when certain income or expense
amounts  are  recognized  or  deducted  for  financial  statement  purposes in a
different  reporting period than when they are recognized or deducted for income
tax purposes.

10. EARNINGS/(NET LOSS) PER SHARE

The Company  computes net loss per share  following SFAS No. 128,  "Earnings Per
Share." Under the  provisions of SFAS No. 128, basic net income (loss) per share
is computed by dividing the net income (loss)  available to common  shareholders
for the  period by the  weighted  average  number of common  shares  outstanding
during the period.  Diluted net income  (loss) per share is computed by dividing
the net income  (loss) for the period by the weighted  average  number of common
equivalent shares outstanding during the period.

11. SIGNIFICANT AGREEMENTS

The Company has entered into several broker-dealer agreements for the purpose of
offering,  selling,  and distributing  certain secured notes of the Company on a
best efforts  basis.  The  effective  term of the  broker-dealer  agreements  is
generally for one year.

                                       8
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (UNAUDITED)

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001

The Company is a development stage company.

Revenues. The Company formally began operations after the registration statement
relating to its public  offering of secured notes was declared  effective by the
Securities  and Exchange  Commission on February 6, 2001,  and has not purchased
any medical receivables or earned any discount fees as of March 31, 2001.

Operating Expenses. Operating expenses consist of the amortization of the annual
trustee  fee of $56,750,  paid by the  Company's  Parent,  the  amortization  of
(prepaid)  commissions,  and the accrual for audit fees. Deferred offering costs
of $135,674 will be amortized  over the life of the debt  securities  sold using
the interest method starting in the second quarter.

Net Loss. The Company had a net loss of $18,390 for the three months ended March
31,  2001.  The  Company  was  formed on August 4,  2000,  and  accordingly,  no
quarterly  financial  information  is presented for the three months ended March
31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of 2001, the Company  received $96,000 in cash from the
issuance of notes.  These are the first initial funds obtained by the Company on
its  $75,000,000  public  offering of secured  notes.  The Company will begin to
purchase  medical  receivables  when the funds provided by the issuance of these
notes  reaches an  adequate  level to maintain  ongoing  weekly  purchases  from
providers.

Management  believes  current  conditions  of the stock  exchanges and financial
markets are expected to have a favorable impact on the issuance of the Company's
secured notes due to the favorable and fixed interest rates offered.

Initial  accounting  and legal  costs of  $193,929  were paid for by the Parent,
Medical Capital Holdings,  Inc., and was part of the Company's capitalization of
$250,020 by its  Parent.  The  remaining  $55,991 is a  receivable  due from its
Parent.  It is anticipated  there will be some  additional  accounting and legal
costs.

The Company does not believe that inflation has had a significant  impact on its
operations since inception of the Company.

FUTURE PLAN OF OPERATIONS

Our primary focus over the course of the next twelve months will be concentrated
on building a portfolio of  healthcare  receivables  purchased  from  healthcare
providers.  Generally,  we will limit our purchase of healthcare  receivables to
obligations of commercial  insurance carriers and debts guaranteed by a state or
the United States government,  including Medicare and Medicaid. We will purchase
the  receivables  from our  affiliated  companies  and other third  parties.  In
addition,  our  efforts  will be directed to  identifying  prospective  "target"
businesses  for  acquisition,  with an emphasis on businesses in the  healthcare
industry located in the United States.  While we may, under some  circumstances,
seek to make  business  combinations  with more than one target  business,  as a
result of our limited resources, we will likely have the ability to acquire only

                                       9
<PAGE>
a single  business over the next year. We have not identified a target  business
but remain open to  identifying  and  selecting a prospective  target  business.
However,  we will only acquire another  business if it satisfies our fair market
value tests and strategically fits with our long-term growth plan.

We were  recently  formed to initiate the process of raising  funds to start our
proposed  business.  All activity to date has been related to our  formation and
proposed  financing,  all of which has been  funded by our  parent  corporation,
Medical Capital  Holdings.  Our ability to commence  operations  depends upon us
obtaining  adequate  financial  resources  through the offering of our notes. We
will use the net proceeds from the note  offering,  together with the income and
interest earned on those proceeds, to purchase healthcare receivables, structure
and  consummate a business  acquisition  and pay interest due under the terms of
the notes.

Our management  will primarily be the officers and employees of Medical  Capital
Corporation. Therefore, their respective salaries and benefits currently paid by
Medical Capital Corporation will be allocated and paid by us on a pro-rata share
based upon their time devoted to our business.  We expect our operating expenses
will be minimal each month and will be reimbursed from the net offering proceeds
or from cash flow  generated from our  operations.  The  non-employee  directors
serving  on our  board  of  directors  will be paid  annual  retainer  fees  and
quarterly meeting fees, which we believe to be at minimal costs to us.

Medical Capital  Holdings has substantial  experience and success in identifying
and  evaluating   healthcare   providers   desiring  to  sell  their  healthcare
receivables.  We intend to use the  services and  expertise  of Medical  Capital
Holdings and its subsidiaries to purchase a portfolio of healthcare receivables.
We have entered into  contracts  with Medical  Capital  Corporation  and Medical
Tracking Services,  affiliated companies,  to provide the appropriate system for
purchasing  and tracking our  healthcare  receivables.  Reimbursement  for these
services has been established at prevailing market rates for comparable services
of this nature.

Our future  performance and growth  potential will be impacted by our ability to
identify,  evaluate  and  successfully  acquire  a  business  in the  healthcare
industry.  It is highly likely that we will not have the resources to consummate
more than one business acquisition over the next twelve months.  Therefore,  the
lack of  diversification  in our operations may subject us to numerous economic,
competitive  and  regulatory  risks,  any or all of which  may  have a  material
adverse impact upon our operations.

There  can be no  assurance  that  we will  be  able  to  successfully  purchase
healthcare  receivables  and/or acquire a business which  generates  significant
revenues or achieves a level of profits which will permit us to pay the interest
and principal  payments on the notes when due. We believe  additional sources of
cash may be required  in  connection  with the  acquisition  of a  business.  We
believe that the general and  administrative  expenses of our operations will be
minimal  and  the  cash  available  from  the  net  offerings  proceeds  will be
sufficient to fund these expenses.

FORWARD LOOKING STATEMENTS

This  report  contains  forward  looking  statements  within the  meaning of the
Private Securities Litigation Reform Act of 1995. Forward looking statements can
be  identified  by the  use  of  words  like  "believes,"  "could,"  "possibly,"
"anticipates,"  "estimates,"  "projects,"  "expects,"  "may," "will,"  "should,"
"intend,"  "plan,"  "consider"  or the  negative of these  expressions  or other
variations,   or  by   discussions   of   strategies   that  involve  risks  and
uncertainties.  We  based  these  forward  looking  statements  on  our  current
expectations  and  projections  about future  events and  information  currently
available to us.  Although we believe  that the  assumptions  for these  forward
looking  statements are  reasonable,  any of the  assumptions  could prove to be
inaccurate. Our actual results could differ materially from those anticipated in
the forward  looking  statements  due to risks,  uncertainties  or actual events
differing from the assumptions underlying these statements.

                                       10
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES.

     On March 30, 2001,  the  Registrant  sold 1,000 shares of its common stock,
par value $.01 per share to its parent company,  Medical Capital Holdings,  Inc.
The shares were sold for $249.92 per share,  for an aggregate  purchase price of
$249,920.  The sale of these  securities did not involve an underwriter and were
sold in a transaction  exempt from registration under the Securities Act of 1933
under Section 4(2), transactions not involving a public offering. The facts that
the Registrant  relied upon to claim the exemption were that the securities were
only offered and sold to one person.

     On February 6, 2001, the Securities  and Exchange  Commission  declared the
Registrant's Registration Statement on Form SB-2, File No. 333-45464, effective.
Shortly  thereafter,  the  Registrant  commenced  the  public  offering  of  its
Redeemable  Secured  Notes,  Series I (the  "Notes").  As of March 31, 2001, the
Registrant  had sold  $96,000  in  aggregate  principal  amount  of  Notes.  The
Registrant's  offering of Notes is currently ongoing.  As of March 31, 2001, the
Registrant has received net proceeds from the offering of Notes in the amount of
$94,495, net of sales commissions of $1,505. The Registrant is currently holding
these net proceeds and intends to use them to purchase healthcare receivables.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  The  following  is a complete  list of exhibits  filed as part of this
          Form 10-QSB.  Exhibit numbers correspond to the numbers in the Exhibit
          Table of Item 601 of Regulation S-B.

          EXHIBIT NO.                         DESCRIPTION
          -----------                         -----------
             4.01             Amended and  Restated  Note  Issuance and Security
                              Agreement  dated as of February 15, 2001,  between
                              Medical Capital  Management,  Inc. and Zions First
                              National   Bank  as  trustee.   (Incorporated   by
                              reference  to the  Registrants  Current  Report on
                              Form 8-K,  dated  February 15, 2001, as filed with
                              the Securities and Exchange commission).

     (b)  During the quarter  ended March 31,  2001,  the  Registrant  filed the
          following report on Form 8-K:

          Form 8-K dated February 15, 2001,  filed February 16, 2001,  reporting
          the Amended and Restated Note Issuance and Security Agreement dated as
          of February 15, 2001,  between the Registrant and Zions First National
          Bank as trustee,  under Item 5, Other  Events,  and Item 7,  Financial
          Statements and Exhibits.

                                       11
<PAGE>
                                   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.

                                        MEDICAL CAPITAL MANAGEMENT, INC.


Date: May 14, 2001                      By /s/ Sidney M. Field
                                          --------------------------------------
                                          Sidney M. Field, President, Chief
                                          Executive Officer and Director


Date: May 14, 2001                      By /s/ Alan Meister
                                          --------------------------------------
                                          Alan Meister, Treasurer and Chief
                                          Accounting Officer (Chief Financial
                                          Officer)