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

                                 FORM 10-KSB/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                         Commission File Number 1-11922

                              MEDICALCONTROL, INC.
                         -----------------------------
                 (Name of small business issuer in its charter)

         Delaware                                            75-2297429
-------------------------------                         ---------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

8625 King George Drive, Suite 300
Dallas, Texas                                                   75235
-------------------------------                         ---------------------
(Address of principal executive offices)                      (Zip Code)

Issuer's telephone number: (214) 630-6368

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

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.01 Par Value
                          ----------------------------
                                (Title of Class)

Check whether the issuer (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 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. [ ]

State issuer's revenues for its most recent fiscal year: $15,340,060.

State the aggregate market value of the voting stock held by non-affiliates of
the Registrant: As of March 24, 2000: $7,622,995*

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,664,567 shares of Common Stock,
$.01 par value as of March 24, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

             Portions of the Proxy Statement for 2000 Annual Meeting of
        Shareholders of MedicalControl, Inc. are incorporated by reference into
        Part III of this Form 10-KSB.

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

*The aggregate market value was determined by multiplying the number of
outstanding shares (excluding those shares held of record by officers, directors
and greater than five percent shareholders) by $7.125, the last sales price of
the Registrant's common stock as of March 24, 2000, such date being within 60
days prior to the date of filing.





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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

The Company desires to take advantage of the "safe harbor" provisions contained
in Section 27A of the Private Securities Litigation Reform Act and is including
this statement in its Annual Report on Form 10-KSB in order to do so. From time
to time the Company's management may wish to make forward-looking statements
based upon management expectations to inform more fully existing and potential
shareholders regarding various matters, including without limitation,
projections regarding future income, completion of networks, future growth,
future products and plans, as well as predictions as to the timing and success
of specific projects. Such forward looking statements are generally accompanied
by words such as "believes," "anticipates," "estimate," "predict" or "expect"
and similar expressions that convey the uncertainty of future events or
outcomes.

The factors identified in this Form 10-KSB under "Risk Factors" are believed to
be important factors (but not necessarily all of the important factors) that
could cause actual results to differ materially from those expressed in any
forward-looking statement made by or on behalf of the Company. Such statements
are subject to certain risks and uncertainties, over which the Company has no
control, which could cause actual results to differ materially from those
projected. Such forward looking information could be affected by changes in laws
and regulations, interest rates, liquidity issues, the rate of sales growth,
price and product competition, new product introduction and social and economic
conditions, such as increased competition in the managed care or healthcare
industry and the amount, type and cost of financing available to the Company.
Unpredictable or unknown factors not discussed herein could also have material
adverse effects on forward-looking projections. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak only as of
the date hereof. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
thereof or to reflect the occurrence of unanticipated events. Readers are also
urged to carefully review and consider the various disclosures made by the
Company, in this report, as well as the Company's periodic reports on Forms
10-QSB and 8-K filed with the Securities and Exchange Commission.


                                TABLE OF CONTENTS
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                                     PART I

<S>      <C>                                                                                   <C>
Item 1   Description of Business .............................................................    3
Item 2   Description of Properties ...........................................................   22
Item 3   Legal Proceedings ...................................................................   22
Item 4   Submission of Matters to a Vote of Security Holders .................................   22

                                     PART II

Item 5   Market for the Registrant's Common Equity and Related Stockholder Matters ...........   23
Item 6   Management's Discussion and Analysis or Plan of Operations ..........................   23
Item 7   Financial Statements ................................................................   25
Item 8   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    25

                                    PART III

Item 9   Directors and Executive Officers, Promoters and Control Persons; Compliance with
         Section 16(a) of the Exchange Act....................................................   26
Item 10  Executive Compensation ..............................................................   26
Item 11  Security Ownership of Certain Beneficial Owners and Management ......................   26
Item 12  Certain Relationships and Related Transactions ......................................   26

                                     PART IV

Item 13  Exhibits and Reports on Form 8-K ....................................................   26
</TABLE>

IMPULSE(TM) and ppoONE.com(TM) are trademarks of ppoONE.com, inc. All other
trademarks or trade names referred to in this Annual Report are the property of
their respective owners.




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                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Registrant:

Date: April 13, 2000                    MedicalControl, Inc.



                                        By:  /s/ John Ward Hunt
                                             ---------------------------------
                                             John Ward Hunt,
                                             President and Chief Executive
                                             Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
    Name                                     Title                                                 Date
    ----                                     -----                                                 ----

<S>                                          <C>                                                   <C>
/s/ John Ward Hunt                           President, Chief Executive Officer                    April 13, 2000
------------------------------------         and Chairman of the Board of Directors
John Ward Hunt                               (principal executive officer)


/s/ Bob E. Buddendorf                        Senior Vice President and Chief Financial             April 13, 2000
------------------------------------         Officer (principal accounting officer)
Bob E. Buddendorf


/s/ Frank M. Burke, Jr.                      Director                                              April 13, 2000
------------------------------------
Frank M. Burke, Jr.


/s/ William L. Amos, Jr., M. D.              Director                                              April 13, 2000
------------------------------------
William L.  Amos, Jr., M.D.


                                             Director
------------------------------------
D.  Samuel Coats


/s/Donald Richard Huntington                 Director                                              April 13, 2000
------------------------------------
Donald Richard Huntington
</TABLE>






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