<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549

                                  FORM 10-QSB
(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2000

                                      or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  _______________ to  ___________________

Commission file number 0-20554

                          DYNACQ INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

          NEVADA                                     76-0375477
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                  Identification No.)

10304 INTERSTATE 10 EAST, SUITE 369, HOUSTON, TEXAS       77029
(address of principal executive offices)                 Zip Code

Registrants telephone number, including area code (713)673-6432

                                N/A
(Former name, former address and former fiscal year, if changed since last
report)


  Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 requirement for the past 90 days.
Yes X. No ___.

                     APPLICABLE ONLY TO CORPORATE ISSUERS

  State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable dates.

Title of Each Class                            Outstanding at  April 14, 2000
Common Stock, $0.001  par value                6,864,722 shares

Transitional Small Business Disclosure Format (check one)

   Yes ______         No X

                                  Page 1 of 9
<PAGE>

PART I. - FINANCIAL INFORMATION
ITEM I. - FINANCIAL STATEMENTS

                  DYNACQ INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          FEBRUARY 29,                            AUGUST 31
     ASSETS                                                  2000                                   1999
                                                         --------------                        --------------
                                                          (Unaudited)                            (Audited)
<S>                                                       <C>                                   <C>
CURRENT ASSETS:
 Cash                                                     $ 2,209,463.00                       $ 1,163,535.00
  Receivable (Net of Allowance for
     Doubtful Accounts)                                   $ 5,551,414.00                       $ 4,405,494.00
  Inventory                                               $            -                       $    31,869.00
  Due from Related Party                                  $    32,625.00                       $    32,625.00
  Notes receivable                                        $   225,000.00                       $    75,000.00
                                                          --------------                       --------------
Total Current Assets                                      $ 8,018,502.00                       $ 5,708,523.00

FIXED ASSETS - NET                                        $ 9,698,389.00                       $ 9,579,207.00
OTHER ASSETS                                              $   217,820.00                       $   224,782.00
                                                          --------------                       --------------
TOTAL ASSETS                                              $17,934,711.00                       $15,512,512.00
                                                          ==============                       ==============
     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts Payable                                        $   509,776.00                       $ 1,432,114.00
  Accrued Liabilities                                     $   931,353.00                       $ 1,146,745.00
  Notes Payable                                           $   340,000.00                       $   250,000.00
  Current Portion of Notes Payable                        $   179,746.00                       $   268,657.00
  Income Taxes Payable                                    $ 1,095,030.00                       $ 1,037,306.00
  Deferred Income Taxes Payable                           $   495,000.00                       $   585,000.00
                                                          --------------                       --------------
TOTAL CURRENT LIABILITIES                                 $ 3,550,905.00                       $ 4,719,822.00

LONG-TERM DEBT                                            $   643,495.00                       $   685,487.00
DEFERRED FEDERAL INCOME TAX PAYABLE                       $ 1,017,586.00                       $   244,000.00
MINORITY INTERESTS IN SUBSIDIARY                          $ 1,711,292.00                       $ 1,498,801.00

STOCKHOLDERS' EQUITY:
  Preferred Stock, $0.01 Par Value,
    5,000,000 Shares Authorized,
    None Issued or Outstanding                            $            -                       $            -
  Common Stock, $0.001 Par Value,
    300,000,000 Shares Authorized
    After 8 to 1, 4 to 1 Reverse Stock Split &
     100% Stock Dividend
       7,213,256 Shares Issued and
       6,864,722 Shares Outstanding                       $     7,377.00                       $     3,607.00
  Additional Paid In Capital                              $ 3,964,602.00                       $ 3,552,761.00
  Retained Earnings                                       $ 7,804,301.00                       $ 5,537,881.00
LESS TREASURY STOCK: 348,534 shares at cost               $  (764,847.00)                      $  (729,847.00)
                                                          --------------                       --------------
TOTAL STOCKHOLDERS' EQUITY                                $11,011,433.00                       $ 8,364,402.00
                                                          --------------                       --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $17,934,711.00                       $15,512,512.00
                                                          ==============                       ==============
</TABLE>

                                  Page 2 of 9
<PAGE>

                  DYNACQ INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                          SIX MONTHS ENDED
                                         -------------------------------------        ---------------------------------
                                           02/29/2000             02/29/1999           02/29/2000          02/29/1999
                                         -------------           -------------        -------------       -------------
<S>                                      <C>                     <C>                  <C>                 <C>
NET REVENUES (net of reserve
 for uncollectibles)                     $5,787,917.00           $3,235,153.00        $11,031,529.00      $5,652,778.00
COST OF SALE                             $  223,803.00           $  100,673.00        $   349,480.00      $  198,763.00
                                         -------------           -------------        --------------      -------------
 GROSS  PROFIT                           $5,564,114.00           $3,134,480.00        $10,682,049.00      $5,454,015.00
                                         -------------           -------------        --------------      -------------
LESS EXPENSES:
 Contract payments to
  physicians                             $  330,816.00           $  565,810.00        $   732,564.00      $  959,068.00
 Compensation and benefits               $  837,881.00           $  490,998.00        $ 1,797,452.00      $  983,481.00
  Medical supplies                       $  695,584.00           $  293,392.00        $ 1,545,622.00      $  589,579.00
  Other general &
   administrative exp.                   $  873,081.00           $  695,967.00        $ 1,886,383.00      $1,081,627.00
  Depreciation & amortization            $  216,350.00           $  160,898.00        $   452,463.00      $  285,300.00
  Rent and occupancy                     $  212,494.00           $   49,625.00        $   293,445.00      $  161,180.00
  Interest                               $   22,332.00           $   29,508.00        $    87,017.00      $   62,898.00
                                         -------------           -------------        --------------      -------------
   Total Expenses                        $3,188,538.00           $2,286,198.00        $ 6,794,946.00      $4,123,133.00
                                         -------------           -------------        --------------      -------------
NET INCOME FROM OPERATIONS               $2,375,576.00           $  848,282.00        $ 3,887,103.00      $1,330,882.00
MINORITY INTERESTS IN
(PROFIT)/LOSS OF SUBSIDIARY              $ (146,823.00)          $  (75,983.00)       $  (263,491.00)     $ (109,681.00)
LESS PROVISION FOR FEDERAL
INCOME TAXES
 Current                                 $          -            $          -         $            -      $           -
 Deferred                                $  827,939.00           $  256,505.00        $ 1,353,586.00      $  414,195.00
                                         -------------           -------------        --------------      -------------
 Total Income Taxes                      $  827,939.00           $  256,505.00        $ 1,353,586.00      $  414,195.00
                                         -------------           -------------        --------------      -------------
INCOME/(LOSS)                            $1,400,814.00           $  515,794.00        $ 2,270,026.00      $  807,006.00
                                         =============           =============        ==============      =============
NET INCOME (LOSS) PER COMMON
 SHARE:
BASIC EARNINGS (LOSS) PER
 SHARE                                   $        0.21           $        0.08         $        0.34      $        0.12
DILUTED EARNINGS (LOSS) PER
 SHARE                                   $        0.21           $        0.07         $        0.34      $        0.12

WEIGHTED AVERAGE SHARE-BASIC                 6,759,883               6,592,090             6,759,883          6,592,090
WEIGHTED AVERAGE
 SHARE-DILUTED                               6,759,883               6,942,354             6,759,883          6,942,354
                                               (1)                       (2)                  (1)                (2)
</TABLE>
---------------
(1) AS ADJUSTED FOR 4 TO 1 REVERSE STOCK SPLIT EFFECTIVE 2/10/98 AND 100% STOCK
    DIVIDEND EFFECTIVE 1/10/2000.

(2) COMMON SHARES PRESENTED IN THE CORRESPONDING QUARTER OF THE PREVIOUS YEAR IN
    COMPUTING THE EARNINGS ARE RESTATED AS IF THE 2 FOR 1 STOCK SPLIT EFFECTED
    IN THE FORM OF A 100% STOCK DIVIDEND HAS BEEN RETROACTIVELY APPLIED FOR
    COMPARISON PURPOSES.

                                  Page 3 of 9
<PAGE>

                  DYNACQ INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                     FOR THE SIX  MONTHS ENDED FEBRUARY 29
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                          2000               1999
                                                                     ---------------   ----------------
<S>                                                                 <C>                <C>
RECONCILIATION OF NET INCOME TO NET CASH
USED BY OPERATING ACTIVITIES:

Net Income (Loss)                                                    $  2,270,027.00    $   807,006.00
ADD:  ITEMS NOT REQUIRING CASH:
      DEPRECIATION                                                   $    452,463.00    $   285,300.00

Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
 (Increase) Decrease in Accounts Receivable                          $(1,145,920.00)    $    60,689.00
 (Increase) Decrease in Inventory                                    $    31,869.00     $    (5,113.00)
 (Increase) Decrease in Other Current Assets                         $  (150,000.00)    $            -
 (Increase) Decrease in Due from Related Party                       $            -     $        30.00
 Increase (Decrease) in Accounts Payable                             $  (922,338.00)    $   382,292.00
 Increase (Decrease) in Accrued Liabilities                          $  (215,392.00)    $  (190,380.00)
 Increase (Decrease) in Current Notes Payable                        $     1,089.00     $   (92,277.00)
 Increase (Decrease) in Current Income Taxes                         $   (32,276.00)    $   146,617.00
 Increase (Decrease) in Deferred Income Taxes                        $   773,586.00     $    32,640.00
                                                                     ---------------    --------------
Net Cash Provided/(Used by) Operating  Activities                    $ 1,063,108.00     $ 1,426,804.00
                                                                     ---------------    --------------
CASH FLOW FROM INVESTING ACTIVITIES:
 (Purchase)/Disposal of Fixed Assets                                 $  (571,645.00)    $(1,776,378.00)
 (Purchase)/Amortization of Other Assets                             $     6,962.00     $    59,639.00
 (Decrease)/Increase of Minority Interests in subsidiary             $   212,491.00     $   109,681.00
                                                                     ---------------    --------------
 Net Cash Provided/(Used )by Investing Activities                    $  (352,192.00)    $(1,607,058.00)
                                                                     ---------------    --------------
CASH FLOW FROM FINANCING ACTIVITIES:
 Borrowing/(Retirement) of Long-Term Debt                            $   (41,992.00)    $   (25,938.00)
 Issuance of Common Stock out of Treasury Stock                      $       163.00     $            -
 Issuance of Paid In Capital                                         $   411,841.00     $            -
 Acquisition of Treasury Stock                                       $   (35,000.00)    $   (13,076.00)
 Increase in Common Stock Par Value due to 100% Stock Dividend       $     3,607.00
 Decrease in Retained Earnings due to 100% Stock Dividend            $    (3,607.00)
                                                                     ---------------    --------------
  Net Cash Provided/(Used) by Financing Activities                   $   335,012.00     $   (39,014.00)
                                                                     ---------------    --------------
   Net Increase/(Decrease) in Cash                                   $ 1,045,928.00     $  (219,268.00)

CASH BALANCE AT BEGINNING OF YEAR                                    $ 1,163,535.00     $ 2,413,257.00
                                                                     ---------------    --------------
CASH BALANCE AT END OF THE QUARTER                                   $ 2,209,463.00     $ 2,193,989.00
                                                                     ===============    ==============
</TABLE>


                                  Page 4 of 9
<PAGE>

                       DYNACQ INTERNATIONAL, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             FEBRUARY 29, 2000
                                (UNAUDITED)


NOTE 1. - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared by Dynacq
International, Inc. without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted as allowed by such
rules and regulations, and management believes that the disclosures are adequate
to make the information presented not misleading. These financial statements
include all of the adjustments which, in the opinion of management, are
necessary for a fair presentation of financial position and results of
operations. All such adjustments are of a normal and recurring nature. These
unaudited financial statements should be read in conjunction with the audited
financial statements at August 31, 1999. Operating results for the six months
period ended February 29, 2000 are not necessarily indicative of the results
that may be expected for the year ending August 31, 2000.

Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

                             RESULTS OF OPERATIONS
            COMPARISON OF THE THREE MONTHS ENDED FEBRUARY 29, 2000
                  TO THE THREE MONTHS ENDED FEBRUARY 28, 1999

Consolidated net revenues after deducting reserve for uncollectible bad debt
expense for the three months ended February 29, 2000 increased  $2,552,764 or
80% from that for the corresponding previous period ended February 28, 1999.
Notwithstanding this significant increase in consolidated net revenues, there
were a number of significant increases and decreases in the component net
revenue categories.  For instance,  while Doctor's Practice Management, Inc.
("DPMI")  generated $729,500 net revenues in the corresponding period of the
previous fiscal year, it only generated $550,300 net revenues in the current
period, a reduction of $179,200 or 25% due to fewer physicians under management.
Net revenue attributable to home infusion therapy operations in the current
period decreased $13,600 or 2% compared to the corresponding period of the
previous fiscal year.  Rental  revenue increased $51,400 and net revenue
attributable to Vista operations increased $1,899,000 or 79% from that of the
prior fiscal year due to more patient referrals.  The hospital which was not in
operation in the corresponding period of the previous fiscal year generated
$795,000 net revenue in the current period.

Consolidated costs of sale for the three months ended February 29, 2000
increased $123,130 or 122% from that for the corresponding previous period ended
February 28, 1999, was primarily attributable to the increase in the activities
of Vista.

Consolidated operating expenses for the three months ended February 29, 2000
increased $902,340 or 39% from that for the corresponding previous period ended
February 28, 1999 primarily due to increase in the activities of Vista and the
hospital, which was not in operation in the corresponding period of the previous
fiscal year. The significant increases and decreases in the component expense
categories of the consolidated operating expenses are explained as follows:


                                                            Page  5  of  9
<PAGE>

(1) The decrease in contract payments to physicians of $234,991 or 42% was
    primarily due to fewer physicians under management by DPMI.

(2) The increase in compensation and benefits expenses of $346,883 or 71%, of
    which $38,400 was attributable to Vista as a result of increase in
    activities, and $95,000 was attributable to DPMI, which has employed
    personnel for accounting, billings and collection, and the remaining
    increase of $213,700 was attributable to the hospital, which was not in
    operation in the corresponding period of the previous fiscal year.

(3) The increase in medical supplies expense of $402,192 or 137%, of which
    $225,900 was attributable to the hospital, which was not in operation in the
    corresponding period of the previous fiscal year, $201,600 of the increase
    was attributable to Vista which had increased activities in the current
    period offset by a $25,000 decrease attributable to DPMI, which had fewer
    physicians under management.

(4) The increase in other general and administrative expense of $177,114 or 25%
    was primarily attributable to the increase in management and consulting fee
    paid to outside management company for overall operation improvement and
    enhancement in the current quarter.

(5) The increase in depreciation and amortization expense of $55,452 or 34% was
    primarily attributable to the purchase of fixed assets for the hospital,
    which was not in operation in the corresponding period of the previous
    fiscal year.

(6) The increase in rent and occupancy expenses of $162,869 or 328% was
    primarily incurred by the hospital, which was not in operation in the
    corresponding period of the previous fiscal year.

Net Income increased $885,020 or 172% from $515,794 in the corresponding period
of the previous fiscal year to $1,400,814 in the current period.

Basic and Diluted Earnings per share increased $0.13 per share or 163% from
$0.08 per share in the corresponding period of the previous fiscal year to
$0.21 per share in the current period.

      COMPARISON OF THE SIX MONTHS ENDED FEBRUARY 29, 2000
      TO THE SIX MONTHS ENDED FEBRUARY 28, 1999.

Consolidated net revenues after deducting reserve for uncollectible bad debt
expense  for the six months ended February 29, 2000 increased  $5,378,751 or 95%
from that for the corresponding period ended February 28 of the previous fiscal
year.  Notwithstanding  this significant increase in consolidated net revenues,
there were a number of significant increases and decreases in the component net
revenue categories.  For instance,  while DPMI generated $609,000 net revenues
in the corresponding previous period of fiscal 1999, it generated $918,600 net
revenues in the current period, an increase of $309,600 or 50% primarily due to
more patients load treated by the physicians under management.  Net revenue
attributable to home infusion therapy operations decreased $125,900 in the
current period compared to the corresponding period of the previous fiscal year
due to lower patient load.  Rental revenue increased $117,000 in the current
period.  Net revenues attributable to Vista operations increased $2,707,435 in
the current period or 60% from that of the prior year due to more patient
referrals.  The hospital that was not in operation in the corresponding period
of the previous fiscal year generated net revenue of  $2,310,000 in the current
period.

Consolidated costs of sale for the six months ended February 29, 2000 increased
$150,717 or 76% from that for the corresponding period ended February 28 of the
previous fiscal year, primarily attributable to Vista, which had increased
activities in the current period.

Consolidated operating expenses for the six months ended February 29, 2000
increased $2,617,813 or 64% from that for the corresponding period ended
February 28 of the previous fiscal year. The significant increases and decreases
in the component expense categories of the consolidated operating expenses are
explained as follows:

(1) The decrease in contract payments to physicians of $226,504 or 24% was due
    to fewer physicians under management.

(2) The increase in compensation and benefits expense of $813,971 or 83%, of
    which $76,000 was attributable to Vista due to increase in activities,
    $160,000 was attributable to DPMI, which has employed personnel for
    accounting, billings and collections, and the remaining balance of the
    increase of $586,000 was attributable to the hospital, which was not in
    operation in the corresponding period of the previous fiscal year.

                                                           Page 6 of 9
<PAGE>

(3) The increase in medical supplies of $956,043 or 162%, of which $833,300 was
    attributable to the hospital, which was not in operation in the
    corresponding period of the previous fiscal year, $303,700 of the increase
    was attributable to Vista due to increase in activities offset by a $181,000
    decrease attributable to DPMI due to fewer physicians under management.

(4) The increase in other general and administrative expense of $804,756 or 74%
    was primarily attributable to the increase in management and consulting fee
    paid to outside management company for overall operation improvement and
    enhancement in the current period.

(5) The increase in depreciation and amortization expense of $167,163 or 59% was
    primarily attributable to the purchase of fixed assets for the hospital,
    which was not in operation in the corresponding period of the previous
    fiscal year.

(6) The increase in rent and occupancy expense of $132,265 or 82% was primarily
    incurred by the hospital, which was not in operation in the corresponding
    period of the previous fiscal year.

Net Income increased $1,463,020 or 181% from $807,006 in the corresponding
period of the previous fiscal year to $2,270,026 in the current period.

Basic and Diluted Earnings per share increased $0.22 per share or 183% from
$0.12 per share in the corresponding period of the previous fiscal year to $0.34
per share in the current period.

                         FINANCIAL CONDITION
COMPARISON OF THE BALANCE SHEETS AT SIX MONTHS ENDED FEBRUARY 29, 2000
TO THE AUDITED BALANCE SHEET AT FISCAL YEAR ENDED AUGUST 31, 1999.

Consolidated cash for the six months ended February 29, 2000 increased
$1,045,928 or 90% from that of the previous audited balance sheet ending August
31, 1999 due to $1,063,108 provided by operating activities, $352,192 used by
investing activities and $335,012 provided  by financing activities.
Consolidated accounts receivable net of allowance for doubtful accounts for the
six months ended February 29, 2000 increased $1,145,920 or 26% from that of the
previous audited balance sheet ended August 31, 1999.  Consolidated accounts
payable and accrued liabilities for the six months ended February 29, 2000
decreased $1,137,730 or 44 % from that of the previous audited balance sheet
ended August 31, 1999 due to repayment of payable.


Liquidity and Capital Resources

The Company maintained sufficient liquidity in fiscal 2000 and 1999 to meet its
business needs.  The Company had working capital of $4,467,597 at February 29,
2000 which increased $3,478,896 or 351% from working capital at August 31, 1999
primarily due to increase in cash, accounts receivable, and reduction in
accounts payable and accrued liabilities.  At February 29, 2000, the Company
maintained a liquid position evidenced by a current ratio of  2.26 to 1 and
total debt to equity of  0.47 to 1.  The Company expects to have positive cash
flow from operations for fiscal 2000.

The Company is actively targeting opportunities to expand in the outpatient
surgical clinic markets by acquisition of existing facilities or the
construction of new facilities.  The Company believes it has the ability to
borrow funds if necessary to meet its capital needs.  However, there can be no
assurance that the Company will have sufficient funds available to meet all of
its capital needs.

The Company expects the operations of the hospital to have a material effect on
the Company's consolidated operating results.  While the Company believes the
operating results of the hospital will be successful in the long-term, it can
provide no such assurance at this time to its shareholders.  In the short-term,
expected operating results from the hospital could be negatively impacted by
unforeseen problems including staffing and equipment, low patient utilization
(particularly in the first year), licensing or regulatory delays or other
problems, which could have a material adverse effect on the Company's liquidity
and capital resources.  In the long-term, the skill and experience of the
hospital's management team and competition will play critical roles.


                                                         Page 7 of 9
<PAGE>

PART II.

ITEM 1. - LEGAL PROCEEDINGS

        The Company is not a party to any material litigation.

ITEM 2. - CHANGES IN SECURITIES
        None

ITEM 3. - DEFAULT UPON SENIOR SECURITIES
        None

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        None

ITEM 5. - OTHER INFORMATION

        On February 1, 2000 one consultant exercised 25,000 option common shares
at an exercise price of $3.00 per share for a total of $75,000.

       On April 5, 2000, one consultant exercised 10,000 of his granted 50,000
option common shares at an exercise price of $4.00 per share for a total of
$40,000.  The expiration date for the remaining 40,000 option common shares will
be September 27, 2004.

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

        27   Financial Data Schedule

                    FORWARD-LOOKING INFORMATION

         The information in this Form 10-QSB contains forward-looking statements
relating to the Company that are based on the beliefs of the Company's
Management, as well as assumptions made by, and information currently available
to, the Company's management.  When used in this Form 10-QSB, words such as
"opinion", "anticipate", "believe", "estimate", "expect", "intend" and similar
expressions, as they relate to the Company or the Company's management, identify
forward-looking statements.  Such statements reflect the current views or
expectations of the Company with respect to future events, and are subject to
change based on numerous factors including, but not limited to, regulatory
changes and changes in management's intentions or beliefs.

Year 2000 Compliance Issues.  The Company is currently evaluating its entire
operation as a result of potential problems associated with Year 2000.  The
Company's personnel are evaluating all areas for compliance issues and are
developing correction plans if necessary.  Some internal areas and processes
being evaluated include initial charge entry through billing and collections;
accounts payable invoice receipt through processing and payment; bank processing
of receipts and disbursements; computer hardware and software functionality; and
time and/or date-sensitive office and medical equipment functionality.  At
present, the Company does not anticipate any material disruption in its
operations or significant costs to be incurred to attain compliance.  There can
be no assurance, however, that the Company will identify or adequately assess
all aspects of its business that may be effected.  Due to this uncertainty, a
contingency plan will be developed as each area is evaluated to minimize any
negative impact to the Company.  The Company is in the process of soliciting
information concerning the Year 2000 compliance status of its payers (including
the Medicare and Medicaid government programs), suppliers, and customers.  In
the event that any of the Company's significant payers, suppliers, or customers
do not successfully and timely achieve Year 2000 compliance, the Company's
business and/or operations could be adversely affected.

                                                            Page 8 of 9
<PAGE>

                             SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                      DYNACQ INTERNATIONAL, INC.



DATE:  April 14, 2000                 BY: /s/ Philip Chan
                                          --------------------------------
                                          Philip Chan
                                          VP-Finance/Treasurer &
                                           Chief Financial Officer



                                                            Page 9 of 9