WASHINGTON, D.C. 20549

                                 FORM 12b-25

                         NOTIFICATION OF LATE FILING

                       Commission File Number 001-16587
(Check One):

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

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

For Period Ended:  September 30, 2004

[ ] 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

     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)
                    10700 Richmond Avenue, Suite 300

    City, state and zip code      Houston, TX  77042

                                    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 needed.)

     Registrant is unable to file Form 10-QSB because management has devoted
substantial time and effort to completion a series of transactions that will
restructure SurgiCare and result in a change of control. The transactions
include the acquisition of three new businesses and issuance of new equity
securities for cash and contribution of outstanding debt.
     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. The Company intends to have its Form
10-QSB filed on or before November 19, 2003.


                                    PART IV
                               OTHER INFORMATION

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

 Keith G. LeBlanc                         (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? [ ]
Yes [X] 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.

                                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:    11/15/2004            By:           \s\ Keith G. LeBlanc
       ------------                          -----------------------

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).