WASHINGTON, D.C. 20549

                                 FORM 12b-25

                           NOTIFICATION OF LATE FILING

                        Commission File Number 001-16587
(Check One):

[X] Form 10-K and Form 10-KSB [ ] Form 11-K

[ ] Form 20-F            [ ] Form 10-Q and Form 10-QSB            [ ] Form N-SAR

For Period Ended:  DECEMBER 31, 2002

[ ] Transition Report on Form 10-K and Form 10-KSB

[ ] Transition Report on Form 20-F

[ ] Transition Report on Form 11-K

[ ] Transition Report on Form 10-Q and Form 10-QSB

[ ] Transition Report on Form N-SAR

For the Transition Period Ended:

    Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

    Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

    If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION

    Full name of registrant SURGICARE, INC.
    Former name if applicable

    Address of principal executive office (Street and number)
                    12727 Kimberley Lane, Suite 200

    City, state and zip code      Houston, TX  77024

                                    PART II
                            RULES 12b-25(b) AND (c)

    If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

    (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and

    (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

                                    PART III

     State below in reasonable detail the reasons why Forms 10-K, 10-KSB,
11-K,20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof,
could not be filed within the prescribed time period. (Attach extra sheets if

     Registrant is unable to file Form 10-KSB due to a series of events and
transactions that have required additional time to complete.

     The Company made a management change in September, 2002. With any
management change, additional time is required to become fully acclimated with
all aspects of the Company.

     In addition, the Company's former management entered into certain
transactions that have required additional time to appropriately account for.

     To complete its annual filing with proper review and approval from the
Company's legal counsel and outside auditors, the Company respectfully requests
this additional extension of time to file.


                                    PART IV
                               OTHER INFORMATION

    (1) Name and telephone number of person to contact in regard to this

 Phil Scott                                (713 973-6675
     (Name) (Area Code) (Telephone Number)

    (2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If answer is
no,identify report(s) [X] Yes [ ] No

    (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [X]
Yes [ ] No

     If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

     Registrant anticipates a significant change in its results of operations
compared to its corresponding period of the last fiscal year. The change results
from changes in estimates used in reporting revenues and costs incurred on
certain transactions. At this time, the Company has estimated that net revenues
for 2002 will be approximately $11.6 million. The Company estimates that it will
report a net loss of approximately $8.8 million.

                                SURGICARE, INC.
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:    03/31/2003            By:           \s\ Phil Scott
      ------------------------     --------------------------------

Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of

the  registrant  by an authorized  representative  (other than an executive
officer),  evidence of the  representative's  authority to sign on behalf of the
registrant shall be filed with the form.


     Intentional  misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).

                             GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.

5. Electronic Filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.