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 September 30, 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 Identification No.)
 incorporation or organization)


               3770 Howard Hughes Parkway, Las Vegas, Nevada 89109
                    (Address of principal executive offices)

                    Issuer's telephone number: (800) 824-3700

     As of October 31, 2001, there were 2,000 shares of the registrant's sole
class of common stock issued and outstanding.

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

ITEM 1. FINANCIAL STATEMENTS.

                        MEDICAL CAPITAL MANAGEMENT, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        September 30,    December 31,
                                                                            2001            2000
                                                                         -----------     -----------
                                                                         (Unaudited)
<S>                                                                      <C>             <C>
ASSETS:
Current assets:
  Cash and short-term investments ............................           $ 2,783,174     $       100
  Medical receivables ........................................            10,545,182              --
  Prepaid trustee fee ........................................                14,188              --
  Interest receivable on notes ...............................                29,457
  Notes receivable ...........................................             1,045,000
                                                                         -----------     -----------
       Total current assets ..................................            14,417,001             100
                                                                         -----------     -----------
       Total assets ..........................................           $14,417,001     $       100
                                                                         ===========     ===========

LIABILITIES AND  STOCKHOLDER'S EQUITY

Current liabilities:
  Accrued expenses - due to Parent and affiliates ............           $    94,586     $    86,808
  Accrued expenses - trade ...................................                16,627              --
  Interest payable ...........................................               125,998              --
  Income taxes payable .......................................                41,633
  Notes payable - current ....................................             4,312,000
                                                                         -----------     -----------
       Total current liabilities .............................             4,590,844          86,808

Notes payable - long term, net of deferred offering
  costs of $204,472 and commissions of $588,708 ..............             5,498,820         (86,808)
                                                                         -----------     -----------
       Total liabilities .....................................            10,089,664               0
                                                                         ===========     ===========

STOCKHOLDER'S EQUITY:
  Preferred stock - par value $0.01 (10,000 shares
    authorized, no shares issued and outstanding) ............                    --              --
  Common stock - par value $0.01 (10,000 shares authorized,
    2,000 shares issued and outstanding) .....................                    20              10
  Additional paid-in capital .................................             4,250,000              90
  Retained earnings ..........................................                77,317              --
                                                                         -----------     -----------
       Total stockholder's equity ............................             4,327,337             100
                                                                         -----------     -----------
       Total liabilities and stockholder's equity ............           $14,417,001     $       100
                                                                         ===========     ===========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       1
<PAGE>
                        MEDICAL CAPITAL MANAGEMENT, INC.
                              STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                      Nine months ended             Three months ended
                                                        September 30,                  September 30,
                                                 --------------------------     --------------------------
                                                    2001            2000           2001            2000
                                                 ----------      ----------     ----------      ----------
                                                 (Unaudited)     (Unaudited)    (Unaudited)     (Unaudited)
<S>                                              <C>             <C>            <C>             <C>
DISCOUNT REVENUES ...........................    $1,022,241      $       --     $1,022,241      $       --
                                                 ----------      ----------     ----------      ----------
  COST OF REVENUES -
    administration fees, related party              326,378              --        326,378              --
                                                 ----------      ----------     ----------      ----------
  GROSS PROFIT ..............................       695,863              --        695,863              --
                                                 ----------      ----------     ----------      ----------

OPERATING EXPENSES:
  Interest expense, net .....................       279,298              --        266,781              --
  Advertising ...............................       115,391              --        102,892              --
  Trustee fees ..............................        42,563              --         14,188              --
  Legal expenses ............................        38,816              --         38,816              --
  Professional services .....................        38,512              --         28,282              --
  Directors' fees ...........................        33,000              --         11,000              --
  Travel and entertainment ..................        16,634              --         13,377              --
  Service fees ..............................         9,458              --          9,458              --
  Other .....................................         3,241              --          2,818              --
                                                 ----------      ----------     ----------      ----------
       Total operating expenses .............       576,913              --        487,612              --
                                                 ----------      ----------     ----------      ----------

INCOME BEFORE TAXES .........................       118,950              --        208,251              --
                                                 ----------      ----------     ----------      ----------
Provision for income tax ....................        41,633              --         72,888              --
                                                 ----------      ----------     ----------      ----------
NET INCOME ..................................    $   77,317      $       --     $  135,363      $       --
                                                 ==========      ==========     ==========      ==========
Weighted average number of common
shares outstanding - basic and diluted                1,667              --          2,000              --
                                                 ==========      ==========     ==========      ==========
Net income per common share
  - basic and diluted
       ......................................    $    46.38      $     0.00     $    67.68      $     0.00
                                                 ==========      ==========     ==========      ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       2
<PAGE>
                        MEDICAL CAPITAL MANAGEMENT, INC.
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                             Nine months ended September 30,
                                                             ------------------------------
                                                                 2001             2000
                                                             ------------    --------------
                                                             (Unaudited)       (Unaudited)
<S>                                                          <C>             <C>
Cash flows used for operating activities:
  Net income ...........................................     $     77,317    $           --
  Adjustments to reconcile net income to net cash
    provided by (used for) operating activities:
    Amortization of deferred offering costs ............           67,666                --
    Change in trustee fees .............................          (14,188)               --
  Changes in assets and liabilities:
    Increase in accrued expenses .......................           24,405                --
    Increase income taxes payable ......................           41,633                --
                                                             ------------    --------------
Net cash provided by operations ........................          196,833                --
                                                             ------------    --------------
Cash flows used for investing activities:
  Increase in interest receivable ......................          (29,457)               --
  Increase in notes receivables ........................       (1,045,000)               --
                                                             ------------    --------------
Net cash used for investing activities .................       (1,074,457)               --
                                                             ------------    --------------
Cash flows from financing activities:
  Proceeds from issuance of debt, net ..................        9,829,962                --
  Proceeds from sale of common stock ...................          249,920                --
  Proceeds from paid-in capital ........................        4,000,000
  Increase in interest payable .........................          125,998                --
  Increase in medical receivables ......................      (10,545,182)               --
                                                             ------------    --------------
Net cash provided by financing activities ..............        3,660,698                --
                                                             ------------    --------------
Net increase in cash ...................................        2,783,074                --
Cash at beginning of year/period .......................              100                --
                                                             ------------    --------------
Cash at end of year/period .............................     $  2,783,174    $           --
                                                             ============    ==============
Supplemental disclosure of cash flow items:
  Income taxes paid ....................................               --                --
                                                             ------------    --------------
  Commissions paid .....................................          646,750                --
                                                             ------------    --------------
  Interest paid ........................................          219,095                --
                                                             ------------    --------------
</TABLE>

SEE ACCOMPANYING NOTES.

                                       3
<PAGE>
                        MEDICAL CAPITAL MANAGEMENT, INC.
                        STATEMENT OF STOCKHOLDER'S EQUITY
     FOR THE PERIOD SINCE INCEPTION ON AUGUST 4, 2000 TO SEPTEMBER 30, 2001

<TABLE>
<CAPTION>
                                                                      Common stock        Additional    Increase in      Total
                                                               ------------------------     paid-in       retained    stockholder's
                                                                 Shares        Amount       capital       earnings       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
Sale of common stock to Parent on
  March 31, 2001 ...........................................        1,000            10       249,910            --       249,920
Paid in capital from Parent on August 29, 2001 .............                                4,000,000                   4,000,000
Net income for the nine months ended September 30, 2001 ....           --            --            --        77,317        77,317
                                                               ----------    ----------    ----------    ----------    ----------
Balance - September 30, 2001 (Unaudited) ...................        2,000    $       20    $4,250,000    $   77,317    $4,327,337
                                                               ==========    ==========    ==========    ==========    ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       4
<PAGE>
                        MEDICAL CAPITAL MANAGEMENT, INC.
                          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 corporate  office in Anaheim,  California.  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 purchased
at a discount  to the full  amount of the claim.  The  Company  also seeks other
investments that will enhance its financial position.

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.  In the opinion of management,  all adjustments considered
necessary for a fair presentation have been included.  Operating results for the
nine month period ended September 30, 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 that 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 when purchased by the Company.  Gross
receivables are adjusted to cost for the purchase discount and reserves based on
the  estimated  ultimate  collectible  amount due to the  Company.  Discounts on
medical  receivables  are  recognized  as earned in accordance  with  applicable
generally accepted accounting principles.

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,  charge-offs  are not  expected  to be  material  to the  Company's
financial  position  or results of  operations.  During  the nine  months  ended
September 30, 2001 and 2000, no reserves for losses were needed.

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.  For the nine months  ended  September  30,
2001,  the  Company  paid and  capitalized  $646,751 in  commissions,  of which,
$58,043 was amortized during the period.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

Unless  otherwise  indicated,  the fair value of all reported assets (except for
cash and short term  investments  which  approximate fair value) and liabilities
which  represent  financial  instruments,  none of which  are  held for  trading
purposes, approximate carrying values of such accounts.

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.  For  Federal  and state  income  tax  purposes,  the  Company is
consolidated  with  its  Parent.  The  Company  is  allocated  a  share  of  the
consolidated tax liability, estimated at 35% of net income before taxes.

3. NOTES RECEIVABLE

The Company  entered  into  agreements  with two medical  providers  whereby the
Company  provided  loans,  which  are  secured  by real  property.  These  notes
receivables are as follows:

                                                             2001        2000
                                                          ----------   --------
Physican-Client, 18%, interest only
  paid monthly, due July 15, 2002                         $  300,000   $     --

Skilled Nursing Facility, 16%, interest
  only paid monthly, due September 18, 2002               $  745,000   $     --
                                                          ----------   --------
                                                          $1,045,000   $     --
                                                          ----------   --------

                                       6
<PAGE>
4. DEFERRED OFFERING COSTS

Deferred Offering Costs consist of costs incurred 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. These costs are amortized over
the weighted term of the  securities.  As of September 30, 2001, the Company had
incurred $272,138 in deferred offering costs, of which, the unamortized  balance
amounted  to  $204,472.  Amortization  expense  amounted to $67,666 for the nine
months ended September 30, 2001 and is included in the interest expense, net.

5. 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                SEPTEMBER 30, 2001    DECEMBER 31, 2000
                    ----                  -------------                ------------------    -----------------
<S>                 <C>             <C>                                    <C>                     <C>
Class A             9.00%           1 year from issuance date              $ 4,312,000             $  --
Class B             9.75%           2 years from issuance date               2,215,000                --
Class C            10.25%           3 years from issuance date               1,926,000                --
Class D            10.75%           4 years from issuance date               2,151,000                --
                                                                           -----------             -----
                                                                           $10,604,000             $  --
                                                                           ===========             =====
</TABLE>

The maturities of notes payable as of September 30, 2001 are as follows:

                  2001           $            --
                  2002                 4,312,000
                  2003                 2,215,000
                  2004                 1,926,000
                  2005                 2,151,000
                                 ---------------
                                 $    10,604,000
                                 ===============

6. INTEREST TO SECURED NOTEHOLDERS

Interest  on all  secured  notes is paid  monthly 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. On October 29, 2001, the Company's Board of
Directors  voted to lower the rates on its secured notes  effective  November 5,
2001 as follows: Class A to 8.00%; Class B to 8.75%; Class C to 9.25%; and Class
D to 9.75%.

7. 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.  On August 29, 2001, the Company received $4,000,000
in paid-in capital from its Parent.

                                       7
<PAGE>
8. 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 Administrative  Services  Agreement with Medical
Capital  Corporation  ("MCC"),  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.   As  of  September  30,  2001,  the  Company  incurred   $326,378  in
administrative services provided by MCC.

The Company has entered into a Master Servicing  Agreement with Medical Tracking
Services,  Inc.  ("MTS").  MTS is compensated for servicing the receivables that
are purchased.  Services fees for the nine months ended  September 30, 2001 were
$9,458.

On August 29, 2001, the Company  purchased  medical  receivables from its Parent
with a book value of  $9,386,309  in  consideration  of  $4,546,861  in cash and
$4,000,000  in paid-in  capital  with the  balance  of  $839,448  recognized  as
discount revenue earned by the Company from the transaction.

9. 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.

10. EARNINGS/(NET LOSS) PER SHARE

The Company  computes net earnings 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 NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2001

The Company was formed on August 4, 2000 and  operations  did not commence until
the first  quarter of 2001,  therefore no  quarterly  financial  information  is
presented for the nine and three months ended September 30, 2000.

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. As of
September 30, 2001, the Company has purchased  medical  receivables  carrying an
estimated  realized  value ("ENR") of  $11,349,475  and earned  discount fees of
$1,022,241  on these  purchases.  The entire  amount of these  discount fees was
earned in the third quarter of 2001.

Gross Profit.  The gross profit during the nine and three months ended September
30, 2001 amounted to $695,863,  which arose from discount revenues earned during
the respective periods. The Company incurred $326,378 in administration  service
fees. These fees were based on a percentage of the discount fee earned.

Operating  Expenses.  The Company's total operating expenses for the nine months
ended September 30, 2001 were $576,913. Expenses consisted primarily of $279,298
in  interest  expense,  which  consists of  interest  expense of  $199,988  plus
amortized commissions of $58,043 and amortized deferred offering cost of $67,666
less  interest  earned  of  $46,399.  The  Company  also  incurred  $115,391  in
advertising expense.

The total operating  expenses for the three months ended September 30, 2001 were
$487,612.  Expenses consisted  primarily of $266,781 of net interest expense and
advertising expense of $102,892.

Net  Income.  The  Company  had a net income of $77,317 or basic and diluted net
income per common share of $46.38 for the nine months ended  September 30, 2001,
and  $135,363 or basic and diluted net income per common share of $67.68 for the
three months ended  September 30, 2001.  The net income of the Company  resulted
primarily from the discount income earned of $839,448 on the purchase of medical
receivables  from its Parent which  occurred on August 29, 2001.  Along with the
purchase of these  receivables,  the Company also purchased the related  revenue
streams of the related medical providers.  Consequently, the Company expects its
revenues and profits to continue to rise throughout the remainder of this fiscal
year.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months of 2001,  the Company  received  $10,604,000 in cash from
the  issuance  of notes.  As of October  19,  2001,  the  Company  has  received
$12,861,000 from the sale of its notes.  These are funds obtained by the Company
on its $75,000,000  public  offering of secured notes. In addition,  the Company
received  $4,000,000  as paid-in  capital  from its  Parent on August 29,  2001.
During the first nine months of 2001, the Company had used  $10,088,093 of these
funds to  purchase  medical  receivables  and  made  secured  loans  to  medical
providers of  $1,045,000.  As of  September  30,  2001,  the Company  maintained
$2,783,174  in cash and  short-term  investments,  which it seeks to ultilize in
purchasing  additional  medical  receivables  and in the  acquisition  of  other
possible investments.

                                       9
<PAGE>
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 on its
notes.

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.  Our future  performance and growth potential will be impacted by our
ability  to  identify,  evaluate  and  successfully  acquire a  business  in the
healthcare  industry.  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
also will purchase  receivables  from our affiliated  companies as well as 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.  However, we will only
acquire  another  business  if it  satisfies  our fair  market  value  tests and
strategically fits with our long-term growth plan.

Our   management   consists  of  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.

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.

Due 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. However, we believe cash available from the net offerings
proceeds will be sufficient to fund all general and  administrative  expenses of
the Company.

                                       10
<PAGE>
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.

                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES.

     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 September 30, 2001, the
Registrant had sold  $10,604,000  in aggregate  principal  amount of Notes.  The
Registrant's  offering of Notes is currently ongoing.  As of September 30, 2001,
the  Registrant  has  received  net  proceeds  from the offering of Notes in the
amount of $9,957,249 net of sales  commissions of $646,751.  The Registrant used
$4,546,861  of these net proceeds to purchase  healthcare  receivables  from its
Parent.  As of September 30, 2001, the Company had incurred $272,138 in deferred
offering costs.

                                       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: November 9, 2001                  By /s/ Sidney M. Field
                                           -------------------------------------
                                           Sidney M. Field, President, Chief
                                           Executive Officer and Director


Date: November 9, 2001                  By /s/ Alan Meister
                                           -------------------------------------
                                           Alan Meister, Chief Accounting
                                           Officer (Chief Financial Officer)