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U. S. Securities and Exchange CommissionWashington, D.C. 20549

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FORM 10-KSB/A

|/x/ | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------

For the fiscal year ended October 31, 2000

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

Commission file number 1-13009

MEDICAL RESOURCES MANAGEMENT, INC.(Name of small business issuer as specified in its charter)

Nevada(State or other jurisdiction
of incorporation or organization)

95-4607643(I.R.S. Employer Identification No.)932 Grand Central Avenue,
Glendale, California(Address of principal executive offices)

91201(Zip Code)


(818) 240-8250(Registrant's telephone number, including area code)

Securities
registered under Section 12(b) of the Exchange Act: None

Securities
registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share

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 / /

Check
if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the
best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. /x/

The
Registrant's revenues for the fiscal year ended October 31, 2000 were $11,102,650.

As
of February 8, 2001, the aggregate market value of the voting stock held by non-affiliates of the Registrant (based upon the average of the closing bid and asked
prices on such date) was approximately $1,048,000.

Documents
incorporated by reference: Certain responses to Part III are incorporated herein by reference to information contained in the Registrant's proxy statement for its
2001 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission on or before February 28, 2001.

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PART I

Forward-Looking Statements

This Report on Form 10-KSB includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The sections of this Report on Form 10-KSB containing such forward-looking statements include "Description of Business,"
"Historical Background," "Growth," "Acquisitions," "Products and Services," "Marketing and Sales," "Markets," "Government Regulations," Potential Exposure to Liability" and "Competition" under Item 1
below, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Item 6 below. Statements in this Form 10-KSB which address activities,
events or developments that we expect or anticipate will or may occur in the future, including such topics as future issuances of shares, future capital expenditures (including the amount and nature
thereof), expansion and other development and technological trends of industry segments in which the registrant is active, business strategy, expansion and growth of the registrant's and its
competitors' business and operations and other such matters are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable
assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral
or written, made by or on our behalf.

Our
operations are subject to factors outside our control. Any one, or a combination, of these factors could materially affect the results of our operations. These factors include:
(a) changes in levels of competition from current competitors and potential new competition; (b) loss of some significant customers; and (c) changes in availability or terms of
working capital financing from vendors and lending institutions. The foregoing should not be construed as an exhaustive list of all factors that could cause actual results to differ materially from
those expressed in forward-looking statements made by us. Forward-looking statements made by or on our behalf are based on a knowledge of our business and the environment in which we operate, but
because of the factors listed above, actual results may differ from those anticipated results described in these forward-looking statements. Consequently, all of the forward-looking statements made
are qualified by these cautionary statements and it is possible that the actual results or developments anticipated by us will not be realized or, even if substantially realized, that they will not
have the expected consequences to or effects on our business or operations.

Item 1. Description of Business

Medical Resources Management, Inc. makes mobile laser/surgical services available to our customers by providing this equipment on a per procedure basis
to hospitals, out patient surgery centers, and physicians' offices. We provide these mobile lasers with technical support to ensure the lasers are working correctly for the physicians. We also provide
other medical equipment on a rental basis to hospitals and surgery centers. This equipment is used throughout such facilities to supplement their requirement for certain medical equipment. The
combination of mobile laser/surgical services and medical equipment rental illustrates our overall strategy and focus on diversification.

Our
laser/surgical services focus on two of the most rapidly growing areas of the health care industry: managed care and cosmetic surgery. For managed care, minimally invasive
procedures can be performed by physicians at hospitals who rent our laser equipment. The hospitals that are our customers find the investment in the latest laser surgery equipment and trained
technicians to be uneconomical. For cosmetic surgery, by renting our equipment, the physicians benefit from having a multitude of different laser technologies available to offer to their patients
without the burden of investing a significant amount of money. In both instances, physicians and hospitals receive technical support and expertise which is provided with the equipment, which allows
the staff to concentrate on their duties without the additional tasks of running a laser.

2

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We have approximately 600 active surgical service accounts in California, Arizona, Utah, Colorado and Nevada and experience a high rate of repeat business from the hospitals, surgery
centers and doctors that we serve. The market encompasses many disciplines including plastic/cosmetic surgery, dermatology, orthopedic surgery, otolaryngology, urology, obstetrics, gynecology,
ophthalmology, general surgery, podiatry and dentistry. Equipment is becoming more specialized to the medical procedures involved, and technical training of the physician, regarding the use of
equipment, is a significant part of our business.

Physiologic
Reps, Inc. ("PRI") operates as our largest wholly owned subsidiary.Throughout this document, we are referencing our
business, and our subsidiaries, including PRI, in the historical context. We are headquartered at 932 Grand Central Ave., Glendale, California.

Historical Background

Medical Resources Management, Inc. was incorporated in Nevada in 1991. Our largest wholly owned operating subsidiary, PRI, was incorporated in
California in 1973 and moved to its present headquarters building in 1994, located in Glendale, California. PRI also has sales and service offices in Dublin, CA, Englewood, CO, Salt Lake City, UT, Las
Vegas, NV and Tempe, AZ. PRI produced approximately 82% and 75% of our consolidated revenues during the fiscal years ended October 31, 2000 and 1999, respectively.

We
entered the hospital equipment rental market in 1974, the mobile laser/surgical services market in 1987, cosmetic skin resurfacing in 1994 and leg vein treatment and tattoo removal
in 1997. We began to expand our mobile laser/surgical services to doctors' offices and their clinics in 1995. This business is complementary to our existing laser/surgical services which we provide to
hospitals. In 1997, we made the decision to expand our cosmetic services to include specialized lasers for treatment of vascular lesions, pigmented lesions and tattoo removal.

During
the past few years, revenue from our mobile laser/surgical services business has exceeded revenue from our medical equipment rental business. However, we have a large array of
general medical equipment which we rent, primarily to hospitals, and have acquired substantial additional general medical equipment since fiscal 1997. Our inventory of medical equipment includes an
extensive variety of medical devices, serving a broad range of hospital departments or needs. This wide array of medical rental equipment, delivered to customers on very short notice, was our primary
business until about 1987, when we developed the mobile surgical laser business.

Growth

We have historically focused on providing rental and other services to our clients on an as needed basis. As a result, we have established
long-term relationships with a number of physicians, hospitals and other medical care providers. We believe that such relationships provide an opportunity to introduce additional products
to these customers by expanding our product lines beyond laser/surgical services and medical equipment rentals.

Our
strategic plan is to grow through (1) internal expansion, (2) the acquisition of or combination with other companies in the medical services business to take
advantage of current opportunities in the market place and (3) the formation of limited liability partnerships with physicians. Opportunities for growth are created because a wider range of new
surgical laser equipment is coming to market with features oriented toward a wider variety of medical specialties. This is increasing the number of surgical
laser procedures performed. Another factor favoring growth of surgical laser rentals by hospitals is the effort by managed care to reduce costs through less invasive procedures. The managed care
effort has also reduced funds available for investment in new equipment and training.

3

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Acquisitions

On March 31 1997, we acquired 100% of the issued and outstanding capital stock of Pulse Medical Products, Inc. ("Pulse"), then headquartered in
Boise, ID, in exchange for 325,000 shares of our common stock. As a result, Pulse became our wholly owned subsidiary. Pulse rents medical equipment and sells related equipment and supplies, and
conducts its business in Colorado. Pulse has continued to operate as our wholly owned subsidiary, with its headquarters in Englewood, CO. In April 2000, we discontinued Pulse's operations in
Boise, ID.

On
June 30 1997, we acquired 100% of the issued and outstanding capital stock of Laser Medical, Inc. ("Laser Medical"), headquartered in Salt Lake City, UT, in exchange
for 190,000 shares of our common stock. As a result, Laser Medical became our wholly owned subsidiary. In addition, we obtained a non-compete agreement from the principal former
shareholder of Laser Medical in consideration of the payment of $80,000 in cash. Laser Medical provides mobile laser/surgical services to hospitals, out patient surgery centers, and physicians'
offices. Laser Medical operates its business in Utah and Colorado. Since the date of its acquisition, Laser Medical has operated as our wholly owned subsidiary, with its headquarters in Salt Lake
City, UT. We plan to dissolve Laser Medical in 2001 and to absorb its business into PRI.

Also
on June 30, 1997, we acquired 100% of the issued and outstanding capital stock of MedSurg Specialties, Inc. ("MedSurg"), located in Brea, CA, in exchange for
214,667 shares of our common stock. As a result, MedSurg became our wholly owned subsidiary. In addition, we obtained a non-compete agreement from the principal former shareholder of
MedSurg in consideration of the payment of $138,000 in cash ($50,000 in July 1997, with the balance paid $50,000 in fiscal year 1998 and $38,000 in fiscal year 1999). MedSurg's operations,
which were conducted primarily in the Southern California area, were absorbed into PRI at the time of the acquisition.

Effective
November 1, 1997, we acquired 100% of the issued and outstanding capital stock of Texas Oxygen Medical Equipment Company ("Tomec"), headquartered in Mansfield, TX, in
exchange for 40,000 shares of our own common stock. As a result, Tomec became our wholly owned subsidiary. Tomec's operations, which were conducted in Texas, were discontinued in April 2000.

We
intend to selectively continue the pursuit of our strategic plan of acquiring other companies in the medical services business to take advantage of current opportunities in the
market place.

Products and Services

Our technicians deliver equipment and provide technical support to physicians and operating room ("O.R.") personnel as needed. Once our technician is at the
customer site, he posts required warning notices outside the O.R., issues safety equipment to the O.R. staff, provides any disposable materials needed, and supplies equipment certifications or
documentation required for hospital record-keeping. Our technician sets the physician's requested power settings and maintains a laser safe environment during the surgical procedure. Hospitals and
surgery facilities, especially those with fluctuating occupancy levels, find this outsourcing of trained technicians, on an as-needed basis, a cost effective alternative to training and
staffing their own personnel. More than 60% of our revenue was generated from the rental of technician-supported equipment (including related disposable sales) during each of the last two fiscal
years.

Our
lasers encompass the latest technology in CO2, Nd:YAG, Pulse Dye, KTP/YAG, and Holmium YAG models. We have established an excellent working relationship with the leading laser
manufacturers and are often the first service company to receive new laser technology in our markets. We are constantly reviewing developments in the medical laser field to stay abreast of the latest
technology available.

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We also provide our customers with disposable products and/or attachments that are needed for a given procedure. This applies primarily to laser related rentals requiring laser
drapes, masks, fibers, tubing, etc. The customers benefit from this added service since they save the added costs that would be incurred if they had to purchase a large inventory of these disposable
products.

Additionally,
we offer a broad spectrum of general medical equipment to the medical market that we serve. Our inventory of equipment includes an extensive selection of devices,
serving a broad range of hospital departments and needs, such as adult and infant ventilators, CO2 monitors, defibrillators, feeding pumps, PCA pumps, ECG monitors, infusion pumps,
neo-natal monitors, and pulse oximeters. Due in part to our varied inventory of equipment, we are usually capable of offering delivery and support of rental items with only a few hours'
notice. Mobile laser/surgical services are ordered in
advance and re-confirmed with the customer the day before the procedure by the scheduling department.

Marketing and Sales

The principal focus of our business is providing mobile laser/surgical services. Additionally, we are expanding our business of renting medical equipment to
hospitals, surgery centers and physicians in their offices. Our sales efforts are supported by a direct sales force which focuses on providing timely service and products to our customers. In
addition, we sponsor educational seminars on new laser technology, which are attended by physicians. This allows our direct sales force to introduce new laser technology and procedures to our customer
base as soon as new lasers are offered by manufacturers. This method has proven to be successful in developing new business from physicians. We benefit from the physician training which occurs at
these educational seminars because the physicians can immediately implement the new laser technology we offer.

Our
sales representatives attend national and regional physician medical seminars and trade shows to present our services and products. We also create markets for our products and
services through direct mailing of marketing literature and promotional materials regarding our complete range of laser/surgical services to hospitals, surgery centers and physicians.

Markets

Our principal markets, and percent of revenue from each, during the fiscal years ended October 31, 2000 and 1999 were as follows:

Fiscal 2000

Fiscal 1999Mobile laser/surgical services

42%

44%Cosmetic mobile laser/surgical services
(primarily physician office based)

19%

11%Medical equipment rentals

26%

29%Disposable and equipment sales

11%

14%Biomedical services and other revenues

2%

2%


Hospital Mobile Laser/Surgical Services

The Southern California market is a mature market place and growth is dependent on new procedures and products. The market in other parts of the country is not
as mature, providing us with greater growth opportunities in other geographic markets.

Mobile
laser/surgical services, both hospital/surgery center based and physician office based, provide an entry into new geographic markets with multiple strategies. Once a facility
is established in a new geographic market, the opportunity exists to use that facility as a dispatch point for equipment rentals and new products.

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Cosmetic Mobile Laser/Surgical Services

The cosmetic laser business is primarily physician office based. This market did not emerge for us until early 1995, and has been characterized by rapid
changes in specific techniques as new technology emerges.

In
recent years, skin resurfacing cosmetic laser surgery has shown significant growth. However, price competition is emerging in this market from smaller start up companies. In the
past few years, legislation in California and some other states restricting anesthesia in doctors' offices has redirected some of this cosmetic surgery to hospitals and surgery centers, where we have
a strong base. As the skin rejuvenation market matures, new markets will be emerging for the treatment of leg veins and the removal of unwanted hair. Because of customer inquiries, we believe that
recently developed laser technology for collapsing veins so that they are no longer visible will produce a significant increase in the number of doctors using mobile lasers. In addition, the
anticipated introduction to the market of new lasers for unwanted hair removal will add a companion procedure to the vein procedure.

Hospital Medical Equipment Rentals

We entered the hospital equipment rental market in 1974, and maintained that business as our primary source of revenue until the mobile laser/surgical services
became predominate in 1987. That transition took place because of competition from national medical rental companies and high demand for the newly developed mobile laser/surgical services.

We
believe that we have a competitive advantage in the market, since we are one of the few companies that provide both mobile laser/surgical services and medical equipment rental.
There are a number of synergies among the mobile laser/surgical services and the medical equipment rental business, including:

| |  |  | Shared facilities                         
| | - |  | ------------------------------------------
| |  |  | Shared warehouse and delivery employees   
| |  |  | Shared delivery vehicles                  
| |  |  | Complimentary scheduling and booking staff
| |  |  | Common management                         
| |  |  | Shared sales staff at start up            

As
the medical rental market continues to be challenged by smaller competitors we intend to respond by offering new products, as well as remaining competitive on current market
pricing.

Equipment and Disposable Sales

We continue to evaluate several lines of disposable medical products to introduce to our customers. This is a natural progression for us, since we have a large
customer base typified by repeat business and ongoing personal contact between our sales representatives and our customers.

Another
source of revenue is the re-marketing of used equipment. As a result of our practice of updating laser and medical rental equipment, we occasionally sell used
equipment.

Government Regulations

The healthcare industry is subject to extensive federal and state regulation. Promulgation of new laws and regulations, or changes in or
re-interpretations of existing laws or regulations, may significantly affect our business, operating results or financial condition. We are not currently subject to

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regulation. However, a court or governmental body could make a determination that our business should be regulated. Our profitability might be negatively impacted if we had to comply with government
regulations. Furthermore, the manufacturers of medical equipment utilized by us are subject to extensive regulation by the Food and Drug Administration ("FDA"). Failure of such manufacturers to comply
with FDA regulations could result in the loss of approval by the FDA of such medical equipment, which could adversely affect our operating results or financial condition. As consolidation among
physician groups continues and provider networks continue to be created, purchasing decisions may shift to persons with whom we have not had prior contact. We cannot be certain that we will be able to
maintain our physician, payor or manufacturer relationships under such circumstances.

Potential Exposure to Liability

Physicians, hospitals and other providers in the healthcare industry are subject to lawsuits which may allege medical malpractice or other claims. Many of
these lawsuits result in substantial defense costs and judgments or settlements. We do not engage in the practice of medicine, nor do we control the practice of medicine by physicians utilizing our
services or their compliance with regulatory requirements directly applicable to such physicians or physician groups. However, the services we provide to physicians, including actions by our
technicians, our establishment of protocols and our training programs, could give rise to liability claims. Although we have not recently been a party to any material litigation, including litigation
relating to the practice of medicine, we may become involved in such litigation in the future, and it is possible that a claim or claims arising from such litigation might exceed our insurance
coverage. In addition, we may not be able to obtain such insurance coverage in the future.

Competition

The market for our services is highly competitive. Companies, particularly in the laser surgery industry, compete by price, thereby impacting profit margins.
In spite of such competition, we believe that we can compete successfully, since we provide surgical laser equipment to hospitals, ambulatory surgery centers and doctors' offices, and are able to
build our business on the interrelation of these market segments.

Our
competition for mobile laser surgery equipment rental is primarily from a number of small companies with only a few surgical lasers each. In most cases, these competing companies
are founded by technicians who have left doctors' offices or hospitals and sell their services to a limited number of customers.

Major
competitors in the hospital medical equipment rental market include Universal Hospital Services and Mediq PRN. We believe that, as a specialist, we can better satisfy the
hospitals' needs for medical rental equipment at satisfactory profit margins. We have no way to know whether we will be able to successfully compete in the marketplace in the future.

Employees

As of October 31, 2000, we employed 97 full time persons, 62 of which were involved in operations activities (most of these were active as field
technicians), 18 of which were involved in sales and marketing, and 17 of which were involved in administration and accounting. In addition, we employ 9 part time and occasional employees as
technicians to handle overload situations. None of these employees is represented by a union. We believe that our relationship with our employees is good.

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Recent Developments

During November and December 2000, we issued an aggregate of $400,000 in convertible subordinated debt to certain affiliates. These instruments bear
interest at a rate of 8% per annum, mature 3 months from date of issuance and are convertible into shares of our common stock at a rate of one share for each $0.10 of principal amount. This
convertible subordinated debt was exempt from registration under Section 4(2) of the Securities Act of 1933.

In
December 2000, we sold 1,333,333 shares of our common stock to a strategic buyer in a private offering exempt from registration under Section 4(2) of the Securities
Act of 1933. These shares were sold at a price of $0.30 per share, with no offering expenses, resulting in net proceeds of $400,000.

In
January 2001, the Company entered into an agreement with Emergent Group, Inc. (OTC BB: EMGRE.OB) ("Emergent") for a merger of the two companies. Under
the terms of the agreement, each share of the Company's common stock will be exchanged for 0.37 shares of Emergent stock. The Company will operate as a wholly owned subsidiary of Emergent after the
merger. Consummation of the merger is subject, among other conditions, to approval by the shareholders of each of the two companies.

Item 2. Description of Property

We lease approximately 14,400 square feet of space for our headquarters in Glendale, California on a lease that expires in May 2001, for $10,880 per
month, with a CPI based rent escalation clause. This lease also provides an option to rent this facility for an additional five years. We exercised this option
in February 2001. We also lease about 2,000 square feet of space for our field and sales office in Dublin, California under a lease that expires in March 2001, for $2,877 per month, with
a CPI based rent escalation clause.

In
addition, we lease field and sales offices in Stockton, California, Englewood, Colorado, Tempe, Arizona and Salt Lake City, Utah. Total combined square footage is 5,180 for
approximately $4,000 per month on a month-to-month basis.

Item 3. Legal Proceedings.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

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PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information

Our Common Stock is traded under the symbol "MRMC" in the over-the-counter market through the NASD's electronic OTC Bulletin Board
service. The following table sets forth the range of high and low bid prices per share of our Common Stock for each of the periods indicated. These quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions, and may not necessarily represent actual transactions.

Bid PricesHigh

LowQuarter ended:January 31, 1999

$
0.531

$
0.125April 30, 1999

$
0.531

$
0.125July 31, 1999

$
2.063

$
0.125October 31, 1999

$
1.000

$
0.250January 31, 2000

$
0.625

$
0.125April 30, 2000

$
0.875

$
0.188July 31, 2000

$
0.563

$
0.156October 31, 2000

$
0.438

$
0.187


Holders of Common Stock

As of October 31, 2000, the number of holders of record of our common stock was 465.

Dividends

To date, we have not paid any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We anticipate that all
earnings, if any, for the foreseeable future
will be retained for development of our business. We are prohibited from paying dividends by our bank loan agreement if we are in default of any of the loan covenants.

Recent Sales of Unregistered Securities

During November and December 2000, we issued an aggregate of $400,000 in convertible subordinated debt to certain affiliates. These instruments bear
interest at a rate of 8% per annum, mature 3 months from date of issuance and are convertible into shares of our common stock at a rate of one share for each $0.10 of principal amount. This
convertible subordinated debt was exempt from registration under Section 4(2) of the Securities Act of 1933.

In
December 2000, we sold 1,333,333 shares of our common stock to a strategic buyer in a private offering exempt from registration under Section 4(2) of the Securities
Act of 1933. These shares were sold at a price of $0.30 per share, with no offering expenses, resulting in net proceeds of $400,000.

Item 6. Management's Discussion and Analysis or Plan of Operation.

The following discussion and analysis should be read together with the financial statements and notes thereto included elsewhere herein.

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Results of Operations

The following table sets forth, for the periods indicated, the percentage of net sales represented by certain items included in the Statements of Income:

Year ended October 31,2000

1999Net revenue

100.0
%
100.0
%Cost of revenue

45.6

36.5Depreciation expense

17.3

14.4Gross profit

37.1

49.1Selling expenses

19.7

18.8General and administrative expenses

17.8

19.3Restructuring and closure expenses

3.6

Operating income (loss)

(4.0
)
11.0Interest expense

10.1

10.4Income (loss) before income taxes

(14.1
)
0.6Provision for income taxes



0.2Net income (loss)

(14.1
)%
0.4
%


Year Ended October 31, 2000 Compared to Year Ended October 31, 1999

For the year ended October 31, 2000, net revenue was $11.10 million, compared to $11.73 million during the fiscal year ended
October 31, 1999, a decrease of $626,000, or 5.3%. The decrease in net revenue is
principally due to (1) a decrease in disposable and equipment sales of $483,000 and a decrease in medical rental revenue of approximately $459,000, both as a result of the closure of operations
in Idaho and Texas and of lower medical rental revenue in Southern California and (2) a decrease in biomedical service revenue of $139,000, all of which decreases were offset in part by
(3) an increase in surgical and cosmetic laser services revenue of $404,000 attributable to a higher volume of cases in Southern California (offset in part by lower per case revenue) and
(4) an increase of $51,000 in other revenue. The decreases in revenue cited above were principally the result of the closure of facilities in Boise, Idaho and Mansfield, Texas during the
quarter ended April 30, 2000. During that quarter, the Company conducted an intensive review of its corporate staff and of each of its operating subsidiaries. At the conclusion of this review,
a decision was made to restructure or eliminate certain management positions. In addition, the Company decided to close it offices in Idaho and Texas due to ongoing operating losses and negative cash
flows in these geographic areas.

Cost
of revenue (excluding depreciation expense) for the year ended October 31, 2000 totaled $5.07 million, or 45.6% of net revenue, compared to $4.28 million, or
36.5% of net revenue, in the prior fiscal year ended October 31, 1999, an increase of $792,000, or 18.5%. The increase in cost of revenue is chiefly attributable to (1) an increase in
the volume of laser surgical service cases in Southern California of approximately 12% during fiscal year 2000, resulting in higher direct costs, principally disposables and technician labor,
(2) the write-off of approximately $123,000 in inventories in conjunction with the closure of facilities in Idaho and Texas, (3) higher cost of equipment sales during the
second and third quarters of fiscal year 2000, (4) $89,000 in costs relating to the lithotripsy services introduced in fiscal year 2000 and (5) higher fuel expense due to rising gasoline
prices during fiscal year 2000.

Depreciation
expense directly attributable to net revenue for fiscal year 2000 was $1.92 million compared to $1.70 million for fiscal year 1999, an increase of $222,000,
or 13.1%. This increase in

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depreciation expense is primarily the result of the addition of equipment during the latter part of fiscal year 1999 and the first nine months of fiscal year 2000.

Gross
profit for the fiscal year ended October 31, 2000 was $4.12 million, or 37.1% of net revenue, compared to $5.76 million, or 49.1% of net revenue, in the
prior fiscal year, a decrease of $1.64 million, or 28.5%. The decrease in gross profit is principally the result of the factors described previously.

For
the fiscal year ended October 31, 2000, selling expenses were $2.19 million, compared to selling expenses of $2.20 million for the prior fiscal year, a slight
decrease of $14,000, or 0.6%. As a percentage of net revenue, selling expenses increased somewhat to 19.7% in the year ended October 31, 2000, compared to 18.8% in the prior fiscal year, as a
result of lower revenue in fiscal year 2000.

General
and administrative ("G&A") expenses totaled $2.00 million for the year ended October 31, 2000, compared to $2.26 million in the year ended
October 31, 1999, a decrease of $261,000, or 11.6%. As a percentage of net revenue, G&A expenses decreased from 19.3% in the fiscal year 1999 to 18.0% in the fiscal year 2000. The decrease in
the amount of G&A expense is chiefly attributable to (1) a decrease in write-off of software development costs from $107,000 in fiscal year 1999 to no write-offs in
fiscal year 2000, (2) a decrease of $44,000 in expenses relating to the effort to refinance debt during fiscal year 1999 and (3) a reduction of management personnel related to the
corporate restructuring during the second quarter of fiscal year 2000, all of which decreases were offset in part by higher compensation costs and higher professional fees during the later half of
fiscal year 2000.

Restructuring
and closure expenses for the year ended October 31, 2000 totaled approximately $398,000. There were no such expenses during the prior fiscal year. See
Note 1 to the audited financial statements filed as an exhibit hereto.

Operating
loss for fiscal year 2000 was $474,000, or 4.3% of net revenue, compared to operating income of $1.29 million in the year ended October 31, 1999, or 11.0% of
net revenue. This decrease in operating income in fiscal year 2000 from fiscal year 1999 is attributable to all of the factors previously cited herein.

For
the year ended October 31, 2000, interest expense totaled $1.12 million, compared to $1.22 million in the prior fiscal year, a decrease of $ 93,000, or 7.7%.
This decrease in interest expense is primarily the result of capital leases which have matured in fiscal 2000.

The
loss before income taxes was $1.60 million for the year ended October 31, 2000, compared to income before taxes of $71,000 in the year ended October 31, 1999,
a negative variance of $1.67 million. The loss before income taxes, as a percentage of net revenue, was 14.4% in the year ended October 31, 2000, compared to income before taxes equal to
0.6% of net revenue in the year ended October 31, 1999. This variance occurred as a result of the all of the aforementioned factors.

Liquidity and Capital Resources

Our liquidity requirements arise from the funding of our working capital needs, principally accounts receivable and inventories, as well as our capital
expenditure needs. Our primary sources for working capital have historically been borrowings under debt facilities, leasing arrangements, trade payables and the sale of our Common Stock.

During
the fiscal year ended October 31, 2000, net cash provided by operating activities was $869,000, which resulted principally from net loss of $1.60 million adjusted
for (a) depreciation and amortization expense of $2.10 million, (b) the write-off of customer lists in the amount of $151,000, (c) a provision for doubtful
accounts of $32,000 and (d) a net decrease of approximately $193,000 in working capital items, all of which were offset in part by gains from sales of assets of approximately $5,000.

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Net cash used in investing activities during the fiscal year ended October 31, 2000 totaled $1.71 million, which was comprised of (a) capital expenditures in the
amount of $1.84 million, (b) an increase in other assets of $92,000 and (c) an increase in loan fees of $15,000, all of which were offset in part by net proceeds from the sales of
assets of $230,000.

During
the fiscal year ended October 31, 2000, net cash provided by financing activities totaled $898,000, consisting of (a) net proceeds in the amount of
$1.74 million from the issuance of common stock, (b) $1.84 million in borrowings on long-term debt, (c) $ 128,000 in proceeds from the exercise of stock options
and (d) $ 34,000 in borrowings on capital lease refinancings, all of which were offset in part by (e) repayments on a bank line of credit in the amount of $125,000,
(f) $1.88 million in principal payments on capital lease obligations and (g) $ 851,000 in principal payments on long-term debt.

Debt Refinancing

On March 31, 1999 we entered into an agreement with a bank that provides for a $2 million term loan (Bank Term Loan) and a $2 million line
of credit (Bank Line of Credit). The proceeds from the Bank Term Loan were used to repay in full the then-existing term loan with Merrill Lynch, as well as for working capital purposes,
including payment of past-due lease payments. The Bank Term Loan bears interest at a rate of prime plus 1.25%, with principal due in 60 equal monthly installments commencing in
May 1999. The balance on the Bank Term Loan as of October 31, 2000 was approximately $ 1.43 million.

The
proceeds from the Bank Line of Credit were used for working capital purposes. This Bank Line of Credit bears interest at a rate of prime plus 1.00%, with borrowings based upon
eligible accounts receivable as defined. The balance outstanding under the Bank Line of Credit as of October 31, 2000 was approximately $918,000.

The
Bank Line of Credit and Bank Term Loan prohibit the payment of cash dividends and require us to maintain certain levels of net worth and to generate certain ratios of cash flows
to debt service. As of October 31, 2000, we were not in compliance with certain financial covenants of the Bank Line of Credit and Bank Term Loan. As a result, we have classified all of the
bank loan facilities as current liabilities in the balance sheet as of October 31, 2000.

Commitments

We had no material commitments for capital expenditures at October 31, 2000. However, although we have no present commitments or agreements to make such
capital expenditures, during the next 12 months we expect to make substantial capital expenditures, in accordance with our historical practice. The mobile laser/surgical services and medical
equipment rental businesses are capital intensive. We believe that funds generated from operations, together with funds available from debt facilities, as well as additional debt or equity offerings,
will be sufficient to finance our working capital and capital expenditure requirements for the next 12 months. However, there can be no assurance that any additional debt or equity offerings
will occur. If we are unable to obtain such funds from additional debt or equity offerings, we will have to curtail our capital expenditures.

Item 7. Financial Statements.

See financial statements filed with Registrant's Form 10-KSB for the fiscal year ended October 31, 2000 and incorporated by reference herein.

Item 8. Changes in and Disagreements with Accountants.

Not applicable.

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PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance With Section 16(a) of the Exchange Act.

The
following table sets forth our executive officers and directors, and their principal occupations for the past five years, as of October 31, 2000:

|Name                 |  | Age |  | Current Positions with Company          
|-------------------- |  | --- |  | ----------------------------------------
|Richard A. Whitman   |  | 50  |  | President, CEO and Chairman of the Board
|Al Guadagno          |  | 57  |  | Senior Vice President and CFO           
|Calvin Yee           |  | 36  |  | Chief Operating Officer                 
|Richard M. Greenwood |  | 53  |  | Director                                
|Marc Kerner          |  | 37  |  | Director                                
|Paul W. Mikus        |  | 35  |  | Director                                
|Donald G. Petrie     |  | 45  |  | Director                                
|Mark Waldron         |  | 33  |  | Director                                
|Daniel Yun           |  | 33  |  | Director                                

Richard A. Whitman.Mr. Whitman joined our Board of Directors in November 1999, was
appointed President and CEO in January 2000, and elected as Chairman in May 2000. From 1987 to 1991, he served as founder, President and CEO of RAM Telephone & Communications. He
also founded Correctional Communications Corporation, where he served as Chairman from 1991 to 1997. Mr. Whitman is a graduate of the University of Southern California.

Al Guadagno.Mr. Guadagno was elected to the offices of Senior Vice President and Chief Financial Officer in
August 2000. Prior to that time, he served as Vice President, Finance for Vidfilm Services from 1994 to 2000. Mr. Guadagno has more than 20 years of experience in accounting,
finance and operations. He is a graduate of Oklahoma University with a degree in accounting.

Calvin Yee.Mr. Yee was elected to the office of Chief Operating Officer in December 2000. Mr. Yee
was appointed as a Vice President of Emergent Group, Inc. in November 2000. He is a co-founder and partner of Pangaea Ventures Ltd., a Canadian technology venture
capital firm, founded in January 2000. Prior to that time, he served as Vice President of National Australia Bank from 1997 to 1999, where he was responsible for managing the bank's derivative
business in North America. Mr. Yee earned his MBA from the University of Western Ontario in London, Canada, and received his undergraduate degree in business from the University of Calgary.

Richard M. Greenwood.Mr. Greenwood was elected to the Board of Directors in July 2000. He has served as
the President and CEO of Predictive Data Systems, Inc since 1998. He previously served as the CEO of Bank Plus-Fidelity Federal Bank from 1992 until 1998. He is a graduate from the
University of Idaho and the American Graduate School of International Management.

Marc Kerner.Dr. Kerner, M.D., F.A.C.S., was elected to the Board of Directors in June 2000. He is
certified by the American Board of Facial Plastic and Reconstructive Surgery and the American Board of Otolaryngology Head and Neck Surgery. Dr. Kerner graduated with high honors from the
University of Southern California School of Medicine in 1989, and completed a residency and postdoctoral fellowship in Otolaryngology Head and Neck Surgery at UCLA in 1995. He is the Medical Director
of Northridge Facial Plastic Surgery Medical Group.

Paul W. Mikus.Mr. Mikus was elected to the Board of Directors in September 2000. He has served as the
President, CEO and Chairman of Endocare since June 1995. He also serves on the Board of Directors of Sanarus Medical, Inc.

Donald G. Petrie.Mr. Petrie was elected to the Board of Directors in January 2000. He is the founder and
owner of Petrie & Associates, Inc., an insurance and financial services firm, where he has served as President since 1996. Mr. Petrie holds a law degree from the University of
Missouri School of

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Law, and is licensed to practice law in the state of Missouri. In addition, he is a graduate of the University of Colorado with a double major in finance and accounting.

Mark Waldron.Mr. Waldron was elected to the Board of Directors in October 2000. He is a Managing Partner
of Emergent Capital, a venture capital firm, where he has served since 1998. Previously, he served as Vice President at J.P. Morgan from 1993 to 1998. He holds an MBA from Northwestern University, and
received an undergraduate degree from the University of Western Ontario in London, Canada.

Daniel Yun.Mr. Yun was elected to the Board of Directors in October 2000. He is a Managing partner of
Emergent Capital, a venture capital firm, where he has served since 1998. Mr. Yun was formerly a Vice President at Lehman Brothers from 1995 until 1998. He holds a BS in Mathematics and
Economics from the U. S. Military Academy at West Point.

Item 10. Executive Compensation

The following table sets forth information concerning the compensation during the last three fiscal years of our Chief Executive Officer and each executive
officer whose salary and bonus exceeded $100,000. No other executive officers had an annual salary and bonus, if any, which exceeded $100,000 for services in all capacities to us during the last
fiscal year.

|                    |                         |      |      |   |         |         |   | Long Term Compensation
|------------------- | ----------------------- | ---- | ---- | - | ------- | ------- | - | ----------------------
|
|
|
|
|Allen H. Bonnifield |                         | 2000 |      | $ | 134,000 |         |  |                       
|                    | Former Chairman of the  |      | 1999 |   |         | 130,000 |   | 40,000                
|                    | Board, President, Chief |      | 1998 |   |         | 130,000 |   |                      
|                    | Executive Officer and   |      |      |   |         |         |   |                       
|                    | Chief Financial Officer |      |      |   |         |         |   |                       
|Richard Whitman     |                         | 2000 |      |   | 146,000 |         |  |                       
|                    | Chairman of the Board   |      |      |   |         |         |   |                       
|                    | President and Chief     |      |      |   |         |         |   |                       
|                    | Executive Officer       |      |      |   |         |         |   |                       

STOCK OPTION GRANTS IN LAST FISCAL YEAR

Qualified Stock OptionsExecutive Officers

|Name           |  | Number of
Securities
Underlying
Options(1) |  | Percent of
Total Options
Granted |  | Exercise
Price(2) |       | Expiration
Date
|-------------- |  | ------------------------------------------ |  | -------------------------------- |  | ----------------- | ----- | ---------------
|Alan Feldstein |  | 150,000                                    |  | 8.37                             |  | $                 | 0.250 |                

Non-Qualified Stock OptionsExecutive Officers

|Name            |  | Number of
Options(3) |  | Percent of
Total Options
Granted |  | Exercise
Price(2) |       | Expiration
Date
|--------------- |  | -------------------- |  | -------------------------------- |  | ----------------- | ----- | ---------------
|Richard Whitman |  | 1,009,050            |  | 56.30                            |  | $                 | 0.185 |                
|Richard Whitman |  | 10,000               |  | 0.56                             |  |                   | 0.250 |                
|Al Guadagno     |  | 350,000              |  | 19.53                            |  |                   | 0.250 |                
|                |  |                      |  |                                  |  |                   |       |                

---

|(1) |  | Options vest at the rate of 33% per year, with the first installment vesting at the end of one year from the date of grant.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------
|(2) |  | The exercise price is 100% of the closing market price as reported on the over-the-counter market on the date of grant.    
|(3) |  | Options vest immediately upon grant.                                                                                       

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR  AND FISCAL YEAR END OPTION VALUES

|                |  | Individual Grants
|--------------- |  | -----------------
|
|Richard Whitman |  | 675,676          
|Al Guadagno     |  |                 
|Alan Feldstein  |  |                 

---

|(1) |  | Based upon the closing market price of our Common Stock as reported on the over-the-counter market on October 31, 2000 minus the respective option exercise prices.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information concerning ownership of our Common Stock as of October 31, 2000 by: (a) each of our directors;
(b) each person known to us to be the beneficial owner of more than five percent of our Common Stock; and (c) all of our officers and directors as a group:

MANAGEMENT

|Name and Address of Beneficial Owner                   |  | Title of Class |  | Shares Beneficially Owned(1) |      | Percent of Class
|------------------------------------------------------ |  | -------------- |  | ---------------------------- | ---- | ----------------
|Richard Whitman(2)(11)                                 |  | Common Stock   |  | 1,019,050                    |      | 5.92            
|Don Petrie(2)(9)                                       |  | Common Stock   |  | 10,000                       |      | 0.06            
|Rick Greenwood(2)(9)                                   |  | Common Stock   |  | 10,000                       |      | 0.06            
|Marc Kerner(2)(9)                                      |  | Common Stock   |  | 10,000                       |      | 0.06            
|Daniel Yun(4)(9)(11)                                   |  | Common Stock   |  | 3,343,333                    | (10) | 19.34           
|Mark Waldron(4)(9)(11)                                 |  | Common Stock   |  | 3,343,333                    | (10) | 19.34           
|Paul Mikus(7)(9)                                       |  | Common Stock   |  | 10,000                       |      | 0.06            
|All Officers and Directors as a group (8 in number)(8) |  | Common Stock   |  | 1,429,050                    |      | 9.00            

NON-MANAGEMENT

|Name and Address of Beneficial Owner |  | Title of Stock |  | Shares Beneficially Owned(1) |  | Percent of Class
|------------------------------------ |  | -------------- |  | ---------------------------- |  | ----------------
|Emergent Capital(4)(10)              |  | Common Stock   |  | 3,333,333                    |  | 19.28           
|Allen H. Bonnifield(2)(3)(6)         |  | Common Stock   |  | 2,440,035                    |  | 14.18           
|P.R.I. Stock Account Trust(5)        |  | Common Stock   |  | 2,392,188                    |  | 13.90           
|Cardiac Science(12)                  |  | Common Stock   |  | 1,333,333                    |  | 7.71            

---

|(1) |  | Except as indicated in other footnotes, no effect has been given to the possible issuance of up to 1,183,580 shares issuable upon the exercise of outstanding warrants and 2,150,528 shares issuable upon the exercise of
outstanding options.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | The address of each of these persons is 932 Grand Central Avenue, Glendale, California 91201.                                                                                                                                                 
|(3) |  | Includes shares beneficially owned through the PRI Employee Stock Ownership Trust.                                                                                                                                                            
|(4) |  | The address of the beneficial owner is 375 Park Ave, 36th Floor, New York, NY 10152.                                                                                                                                                          
|    |  |                                                                                                                                                                                                                                               

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|(5)  |  | The address of the beneficial owner is 3706 Fourteen Mile Drive, Stockton, California 95219. Susan Bonnifield is the beneficiary of the trust. Ms. Bonnifield is the ex-wife of Allen H. Bonnifield and the mother of Gregory A. Bonnifield. Both
Allen and Gregory Bonnifield disclaim any beneficial interest in these shares.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6)  |  | Includes 2,065,100 shares held in two trusts, each of which Mr. Bonnifield is the beneficiary. Includes 220,800 shares subject to warrants and 44,500 shares subject to options exercisable in the next 60 days.                                                                                                                
|(7)  |  | The address of the beneficial owner is 7 Studebaker, Irvine, CA 92618.                                                                                                                                                                                                                                                          
|(8)  |  | Includes 753,374 shares subject to options owned by eight officers and directors.                                                                                                                                                                                                                                               
|(9)  |  | Includes 10,000 shares subject to options exercisable in the next 60 days.                                                                                                                                                                                                                                                      
|(10) |  | Includes 3,333,333 shares owned through Emergent Capital. Daniel Yun and Mark Waldron own a controlling interest in Emergent Capital. The 3,333,333 shares are also included under Emergent Capital.                                                                                                                            
|(11) |  | Includes 373,374 shares subject to options exercisable in the next 60 days.                                                                                                                                                                                                                                                     
|(12) |  | The address of the beneficial owner is 16931 Millikan Avenue, Irvine, CA 92606.                                                                                                                                                                                                                                                 

Item 12. Certain Relationships and Related Transactions.

On January 31, 1997, in connection with a private placement, we issued 86,400 Units to Allen Bonnifield, our then Chairman of the Board and Chief
Executive Officer, in exchange for a cancellation of our indebtedness owed to him in the amount of $108,000. Each Unit consisted of one share of Common Stock, one Class A warrant to purchase
one share of Common Stock at a price of $2.50 per share, and one Class B warrant to purchase one share of Common Stock at a price of $4.00 per share. On April 24, 1997, we issued 116,440
Units in the above-mentioned private placement to Susan Bonnifield, the wife of Allen Bonnifield, in exchange for a cancellation of our indebtedness owed to her in the amount of $145,550. In both of
these transactions, the Units were exchanged at a rate of one Unit for each $1.25 of indebtedness forgiven. In addition, in January 1997, Mr. Bonnifield purchased 16,000 Units in the
above-mentioned private placement at a price of $1.25 per unit, or an aggregate of $20,000.

Allen
Bonnifield has also executed personal guarantees on certain leases and to a bank for the current bank loan facilities.

In
April 2000, we borrowed $100,000 each from two individuals, for an aggregate borrowing of $200,000. These loans are in the form of a note payable to each of the two
individuals, and bear interest at a rate of 10% per annum, with interest payable monthly and principal due in full in April 2001. In addition, each of these two individual lenders received
50,000 non-qualified stock options at the time that the loan proceeds were received by us, which resulted in deemed compensation of $28,000 in the aggregate. One of these individuals is
Edward Whitman, the father of our Chairman, President and CEO. The terms and conditions of these loans are believed to be the same as would be offered to an independent third party by us.

In
January 2000, the Company entered into a 3-year employment contract with Richard Whitman, its Chairman, President and CEO. This contract provides for an annual
base compensation of $180,000, an annual bonus based upon performance, and the issuance of 1,009,050 non-qualified stock options at the inception of the contract (equal to 10% of the fully
diluted shares outstanding at the inception of this contract). In addition, the contract provides that, if Mr. Whitman is terminated prior to the end of the contract, he will then be entitled
to receive compensation through the end of the contract.

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In August 2000, the Company entered into a 2-year employment arrangement with Al Guadagno, its Senior Vice President and CFO. The principal terms of this
arrangement are an annual base compensation of $150,000, an annual bonus based upon performance, and the issuance of 350,000 non-qualified stock options at the inception of the
arrangement. In addition, the contract provides that, if Mr. Guadagno is terminated prior to the end of the contract, he will then be entitled to receive compensation through August 2002. As of
February 28, 2001 the documentation for the arrangement has not been completed.

Item 13. Exhibits and Reports on Form 8-K.

(a)  Documents
filed with Registrant's Form 10-KSB for the fiscal year ended October 31, 2000 and incorporated by reference herein.

Page1.

Financial Statements:Report of Independent Auditors

F-1Consolidated Balance SheetOctober 31, 2000

F-2Consolidated Statements of OperationsYears Ended October 31, 2000and 1999

F-4Consolidated Statements of Shareholders' EquityYears EndedOctober 31, 2000 and 1999

F-5Consolidated Statements of Cash FlowsYears Ended October 31, 2000and 1999

F-6Notes to Consolidated Financial Statements

F-72.

Exhibits:See Exhibits Index. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report.


(b)  Reports
on Form 8-K:



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SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized in the City of Glendale, California on the 28th day of February, 2001.

| |  | MEDICAL RESOURCES MANAGEMENT, INC.
| |  | ----------------------------------
| |  | By                                

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
indicated on the 28th day of February, 2001.

|   |  | Signature                                   |  | Title                                                                     
|-- |  | ------------------------------------------- |  | --------------------------------------------------------------------------
|   |  |                                             |  |                                                                           
|By |  | /s/RICHARD A. WHITMANRichard A. Whitman     |  | President, CEO and Chairman of the Board (Principal Executive Officer)    
|By |  | /s/AL GUADAGNOAl Guadagno                   |  | Senior Vice President and CFO (Principal Financial and Accounting Officer)
|By |  | /s/CALVIN YEECalvin Yee                     |  | Chief Operating Officer                                                   
|By |  | /s/RICHARD M. GREENWOODRichard M. Greenwood |  | Director                                                                  
|By |  | /s/MARC KERNERMarc Kerner                   |  | Director                                                                  
|By |  | /s/PAUL W. MIKUSPaul W. Mikus               |  | Director                                                                  
|By |  | /s/DONALD G. PETRIEDonald G. Petrie         |  | Director                                                                  
|By |  | /s/MARK WALDRONMark Waldron                 |  | Director                                                                  
|By |  | /s/DANIEL YUNDaniel Yun                     |  | Director                                                                  

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EXHIBITS INDEX

|Exhibit
Number |  | Exhibit Description                                                                                                                                                       
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Articles of Incorporation and Amendments thereto. (1)                                                                                                                     
|3.2            |  | By-Laws of the Registrant. (1)                                                                                                                                            
|10.1           |  | Copy of a Warrant Agreement and Warrant issued between November 1996 and March 1997 to investors in the Registrant's Private Placement. (1)                               
|10.2           |  | Registrant's 1996 Stock Incentive Plan. (1)                                                                                                                               
|10.3           |  | Equipment Note Loan and Security Agreement dated April 24, 1997 between the Registrant and LINC Capital Management, a division of LINC Capital, Inc. (1)                  
|10.4           |  | Collateral Note No. 1 dated April 28, 1997 between the Registrant and LINC Capital, Inc. (1)                                                                              
|10.5           |  | Lease Modification Agreement dated April 24, 1997 between Pulse Medical Products, Inc. and LINC Capital Management, a division of LINC Capital, Inc. (1)                  
|10.6           |  | Warrant Purchase Agreement dated April 24, 1997 between the Registrant and LINC Capital Management, a division of LINC Capital, Inc. (1)                                  
|10.7           |  | Warrant to Purchase Shares of Common Stock dated April 24, 1997 between the Registrant and LINC Capital Management, a division of LINC Capital, Inc. (1)                  
|10.8           |  | Amendment to Warrant AgreementClass A Redeemable Warrant, dated September 26, 1999. (5)                                                                                  
|10.9           |  | Amendment to Warrant AgreementClass B Redeemable Warrant, dated September 26, 1999. (5)                                                                                  
|10.10          |  | Loan Agreement dated March 30, 1999 between Physiologic Reps and Santa Monica
Bank. (5)                                                                                   
|10.11          |  | Promissory Note dated March 30, 1999 between Physiologic Reps and Santa Monica Bank (Line of Credit). (5)                                                                 
|10.12          |  | Promissory Note dated March 30,1999 between Physiologic Reps and Santa Monica Bank (Term Loan). (5)                                                                       
|10.13          |  | Registrant's 2000 Stock Incentive Plan. (7)                                                                                                                               
|10.14          |  | Agreement and Plan of Reorganization and Merger among Medical Resources Management, Inc., Emergent Group, Inc. and MRM Acquisition, Inc. dated as of January 23, 2001. (6)
|10.15          |  | Employment Contract between the Registrant and Richard Whitman, Chairman, President and CEO dated January 10, 2000. (8)                                                   
|21.0           |  | Subsidiaries of the Registrant. (7)                                                                                                                                       

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|(1) |  | Exhibit filed with Registrant's Form 10-SB on May 16, 1997 and incorporated by reference herein.                            
|--- |  | ----------------------------------------------------------------------------------------------------------------------------
|(2) |  | Exhibit filed with Registrant's Form 10-QSB for the quarter ended July 31, 1997 and incorporated by reference herein.       
|(3) |  | Exhibit filed with Registrant's Form 10-KSB for the fiscal year ended October 31, 1997 and incorporated by reference herein.
|(4) |  | Exhibit filed with Registrant's Form 10-QSB for the quarter ended January 31, 1998 and incorporated by reference herein.    
|(5) |  | Exhibit filed with Registrant's Form 10-KSB for the fiscal year ended October 31, 1999 and incorporated by reference herein.
|(6) |  | Exhibit filed with Registrant's Form 8-K filed on January 31, 2001.                                                         
|(7) |  | Exhibit filed with Registrant's Form 10-KSB for the fiscal year ended October 31, 2000 and incorporated by reference herein.
|(8) |  | Exhibit filed herewith.                                                                                                     

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