MEDICAL RESOURCES MANAGEMENT INC
10QSB, 1999-09-14
EQUIPMENT RENTAL & LEASING, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                   FORM 10-QSB

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JULY 31, 1999

            [ ] 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.
             (Exact name of registrant as specified in its charter)


          NEVADA                                       95-4607643
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)


932 GRAND CENTRAL AVENUE GLENDALE, CALIFORNIA               91201
    (Address of principal executive offices)              (Zip Code)

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

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 [ ]

State the number of shares outstanding of each of the Registrant's classes of
common equity, as of the latest practicable date: As of September 10, 1999 there
were 7,406,927 shares outstanding of the Registrant's common stock, $0.001 par
value.

Transitional Small Business Disclosure Format:

                                Yes [ ]       No [ X ]


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<PAGE>




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

ITEM                                                                                         PAGE NO.
<S>               <C>                                                                            <C>

PART I.           FINANCIAL INFORMATION

  Item 1.         Consolidated Balance Sheets -- July 31, 1999 (unaudited)
                       and October 31, 1998                                                      3

                  Consolidated Statements of Income -- Three Months and Nine Months
                       Ended July 31, 1999 and 1998 (unaudited)                                  4

                  Consolidated Statements of Cash Flows -- Nine Months
                       Ended July 31, 1999 and 1998 (unaudited)                                  5

                  Notes to Consolidated Financial Statements (unaudited)                         6

  Item 2.         Management's Discussion and Analysis of Financial Condition
                       and Results of Operations                                                 7

PART II.          OTHER INFORMATION

  Item 1.         Legal Proceedings                                                             12

  Item 2.         Changes in Securities                                                         12

  Item 3.         Defaults upon Senior Securities                                               12

  Item 4.         Submission of Matters to a Vote of Security Holders                           12

  Item 5.         Other Information                                                             12

  Item 6.         Exhibits and Reports on Form 8-K                                              12

                  Signatures                                                                    13

</TABLE>

                                       2

<PAGE>




PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

               MEDICAL RESOURCES MANAGEMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                               ASSETS                                     July 31,          October 31,
                                                                            1999               1998
                                                                       ---------------     --------------
<S>                                                                     <C>                 <C>
Current assets:
   Cash and cash equivalents                                            $    71,013         $   141,228
   Accounts receivable, less allowance of $98,481 at July 31, 1999
        and $100,000 at October 31, 1998                                  1,856,587           1,916,159
   Inventories                                                              815,320             775,735
   Prepaid expenses                                                         303,038             186,260
   Income tax receivable                                                          -              20,843
                                                                        -----------         -----------
Total current assets                                                      3,045,958           3,040,225

Property and equipment:
   Rental equipment                                                      19,676,342          18,949,720
   Transportation equipment                                                 919,277             878,641
   Office furniture and equipment                                           425,017             354,683
   Leasehold improvements                                                    96,024              96,024
                                                                        -----------         -----------
                                                                         21,116,660          20,279,068
   Less accumulated depreciation                                          9,358,919           8,090,817
                                                                        -----------         -----------
Net property and equipment                                               11,757,741          12,188,251

Other assets:
  Intangible assets, net of accumulated amortization of $245,728 at
      July 31,1999 and $157,278 at October 31, 1998                         613,433             666,883
  Deposits and other assets                                                 493,752             307,332
                                                                        -----------         -----------
Total other assets                                                        1,107,185             974,215
                                                                        -----------         -----------
Total assets                                                            $15,910,884         $16,202,691
                                                                        ===========         ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Note payable to bank                                                 $ 1,002,634         $         -
   Accounts payable                                                         797,914           1,372,956
   Accrued expenses                                                         517,846             793,514
   Notes payable                                                                  -              10,500
   Current portion of long-term debt                                        641,566             561,710
   Current portion of obligations under capital leases                    1,969,511           2,365,218
                                                                        -----------         -----------
Total current liabilities                                                 4,929,471           5,103,898

Long-term debt, net of current portion                                    2,442,815           1,723,691
Obligations under captal leases, net of current portion                   3,595,161           4,975,770
Deferred income taxes                                                     1,408,347           1,194,905

Shareholders' equity:
   Common stock, $.001 par value:
      Authorized shares -- 100,000,000
      Issued and outstanding shares -- 7,406,927 at July 31, 1999
            and October 31, 1998                                              7,407               7,386
   Additional paid-in capital                                             1,693,805           1,683,326
   Retained earnings                                                      1,833,878           1,513,715
                                                                        -----------         -----------
Total shareholders' equity                                                3,535,090           3,204,427
                                                                        -----------         -----------
Total liabilities and shareholders' equity                              $15,910,884         $16,202,691
                                                                        ===========         ===========

</TABLE>

SEE ACCOMPANYING NOTES.

                                       3

<PAGE>



               MEDICAL RESOURCES MANAGEMENT, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                      Three Months Ended July 31,     Nine Months Ended July 31,
                                                          1999            1998           1999          1998
                                                      ------------    ----------     -----------    -----------
<S>                                                    <C>            <C>            <C>            <C>
Net revenue                                            $3,046,736     $2,706,620     $9,196,357     $8,750,895

Cost of revenue                                         1,090,649        911,260      3,427,925      3,504,857
Depreciation expense                                      427,151        382,430      1,238,303      1,062,949
                                                       ----------     ----------     ----------     ----------
Gross profit                                            1,528,936      1,412,930      4,530,129      4,183,089


Selling expenses                                          598,395        515,415      1,600,137      1,511,038
General and administrative expenses                       447,251        507,011      1,468,815      1,577,324
                                                       ----------     ----------     ----------     ----------
Operating income                                          483,290        390,504      1,461,177      1,094,727


Interest expense                                          306,445        270,364        927,572        724,515
                                                       ----------     ----------     ----------     ----------
Income before income taxes                                176,845        120,140        533,605        370,212
Provision for income taxes                                 70,738         43,255        213,442        148,085
                                                       ----------     ----------     ----------     ----------
Net income                                             $  106,107     $   76,885     $  320,163     $  222,127
                                                       ==========     ==========     ==========     ==========

Net income per common share (basic  and diluted)       $     0.01     $     0.01     $     0.04     $     0.03
                                                       ==========     ==========     ==========     ==========
Weighted average common shares                          7,406,927      7,385,927      7,392,915      7,384,012
                                                       ==========     ==========     ==========     ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       4

<PAGE>


               MEDICAL RESOURCES MANAGEMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                    Nine Months Ended July 31,
                                                                      1999            1998
                                                                 -----------      -----------
                        OPERATING ACTIVITIES
<S>                                                              <C>              <C>
Net income                                                       $   320,163      $   222,127

Adjustments to reconcile net income to cash provided
  by operating activities:
     Depreciation and amortization of property and equipment       1,268,102        1,082,722
     Amortization of intangibles                                      88,451           88,325
     Provision for doubtful accounts                                  43,500           12,000
     Deferred income taxes                                           213,442          296,630
     Loss on sale of assets                                                -           57,505
     Changes in operating assets and liabilities:
        Accounts receivable                                           16,072         (141,768)
        Inventories                                                  (39,585)         (61,699)
        Prepaid expenses                                            (116,778)        (123,155)
        Income tax receivable                                         20,843         (182,624)
        Accounts payable                                            (564,542)         731,597
        Accrued expenses                                            (275,668)        (212,500)
                                                                 -----------      -----------
Net cash provided by operating activities                            974,000        1,769,160


                        INVESTING ACTIVITIES
Purchases of property and equipment                                 (748,582)        (116,791)
Net proceeds from sale of assets                                           -           15,000
Payments for non-compete agreements                                  (35,000)         (26,875)
Increase in deposits and other assets                               (186,421)        (102,616)
                                                                 -----------      -----------
Net cash used for investing activities                              (970,003)        (231,282)

                        FINANCING ACTIVITIES
Borrowings on note payable to bank                                 1,002,634                -
Borrowings on notes payable                                           60,000          196,150
Borrowings on long-term debt                                       2,633,391           45,042
Principal payments on notes payable                                  (70,500)        (192,866)
Payments on long-term debt                                        (1,834,411)        (425,164)
Principal payments on capital lease obligations                   (1,865,326)      (1,188,263)
                                                                 -----------      -----------
Net cash used for financing activities                               (74,212)      (1,565,101)
                                                                 -----------      -----------

Net decrease in cash and cash equivalents                            (70,215)         (27,223)
Cash and cash equivalents at beginning of period                     141,228           64,356
                                                                 -----------      -----------
Cash and cash equivalents at end of period                       $    71,013      $    37,133
                                                                 ===========      ===========

Supplemental information:
Cash paid during the period for:
   Interest                                                      $ 1,066,595      $   738,866
                                                                 ===========      ===========
   Taxes                                                         $         -      $         -
                                                                 ===========      ===========
Capital lease obligations entered into for equipment             $    89,010      $ 1,892,041
                                                                 ===========      ===========
Common stock issued as compensation                              $    10,500      $         -
                                                                 ===========      ===========
Common stock issued for acquired companies                       $         -      $    44,000
                                                                 ===========      ===========

</TABLE>
SEE ACCOMPANYING NOTES.


                                       5

<PAGE>




               MEDICAL RESOURCES MANAGEMENT, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                  July 31, 1999

1.   BASIS OF PREPARATION

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In our opinion, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the periods ended July
31, 1999 are not necessarily indicative of the results that may be expected
for the year ending October 31, 1999. For further information, refer to the
financial statements and footnotes thereto included in our Annual Report on
Form 10-KSB for the year ended October 31, 1998.

Certain balances from the financial statements for the fiscal year ended
October 31, 1998 have been reclassified to conform to the presentation for
the current fiscal year.

2.   FINANCING

     On March 31, 1999 we entered into an agreement with a bank that provides
for a $2 million term loan and a $2 million line of credit. The proceeds from
the bank term loan were used to repay in full the existing term loan with
Merrill Lynch, as well as for working capital purposes. 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 proceeds from the bank line
of credit were used for working capital purposes. This 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 line of
credit as of July 31, 1999 was $1,002,634.






                                       6

<PAGE>

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

FORWARD-LOOKING STATEMENTS

     Certain statements contained in Management's Discussion and Analysis,
particularly in the final paragraph of "Liquidity and Capital Resources," and
elsewhere in this Report on Form 10-QSB are forward-looking statements. These
statements discuss, among other things, expected growth, future revenues and
future performance. The forward-looking statements are subject to risks and
uncertainties, including the following: (a) changes in levels of competition
from current competitors and potential new competition; (b) loss of a
significant customer; 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. 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 us or on our
behalf.

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

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>

                                        Three Months Ended      Nine Months Ended
                                             July 31,              July 31,
                                         -----------------      ----------------
                                          1999       1998       1999       1998
                                        --------    -------    -------   --------
<S>                                       <C>        <C>        <C>        <C>
Net revenue .......................       100.0%     100.0%     100.0%     100.0%
Cost of revenue ...................        35.8       33.7       37.3       40.1
Depreciation expense ..............        14.0       14.1       13.4       12.1
                                          -----      -----      -----      -----
Gross profit ......................        50.2       52.2       49.3       47.8
Selling expenses ..................        19.6       19.1       17.4       17.3
General and administrative expenses        14.7       18.7       16.0       18.0
                                          -----      -----      -----      -----
Operating income ..................        15.9       14.4       15.9       12.5
Interest expense ..................        10.1       10.0       10.1        8.3
                                          -----      -----      -----      -----
Income before income taxes ........         5.8        4.4        5.8        4.2
Provision for income taxes ........         2.3        1.6        2.3        1.7
                                          -----      -----      -----      -----
Net income                                  3.5%       2.8%       3.5%       2.5%
                                          =====      =====      =====      =====
</TABLE>


QUARTER ENDED JULY 31, 1999 COMPARED TO QUARTER ENDED JULY 31, 1998

     For the quarter ended July 31, 1999, net revenue was $3,047,000,
compared to net revenue of $2,707,000 during the quarter ended July 31, 1998,
an increase of $340,000, or 12.6%. The increase in net revenue is principally
the result of (1) an increase in laser surgical services of $48,000, (2) an
increase in disposable and equipment revenues of $205,000, (3) an increase in
medical rental revenues of $54,000 and (4) an increase in other revenues of
$33,000.

     Cost of revenue (excluding depreciation expense) for the quarter ended
July 31, 1999 totaled $1,091,000, an increase of $180,000, or 19.8%, over
cost of revenues for the third quarter of fiscal year 1998. The increase in
cost of revenue is primarily attributable to costs associated with the
increase in disposables and equipment revenues, offset in part by reductions
in personnel and other operating costs since the second quarter of fiscal
1998. Cost of revenue as a percentage of revenues increased from 33.7% in the
third quarter of fiscal year 1998 to 35.8% in the comparable quarter of
fiscal year 1999.


                                       7

<PAGE>


     Depreciation expense for the quarter ended July 31, 1999 was $427,000
compared to $383,000 during the same quarter of fiscal 1998, an increase of
$44,000, or 11.5%. This increase in depreciation expense is principally the
result of the addition of equipment since the second quarter of fiscal year
1998.

     Gross profit during the quarter ended July 31, 1999 was $1,529,000,
compared to gross profit of $1,413,000 during the comparable period of the
prior fiscal year, an increase of $116,000, or 8.2%. However, as a percentage
of net revenues, gross profit decreased from 52.2% during the third quarter
of fiscal 1998 to 50.2% during the quarter ended July 31, 1999. The increase
in the amount of gross profit is principally the result of the factors
described previously.

     For the quarter ended July 31, 1999, selling expenses were $598,000,
compared to selling expenses of $516,000 for the third quarter of fiscal year
1998, an increase of $82,000, or 15.9%. This increase is primarily due to
higher compensation for sales personnel. As a percentage of net revenues,
selling expenses increased from 19.1% in the quarter ended July 31, 1998 to
19.6% in the third quarter of the current fiscal year.

     General and administrative ("G&A") expenses decreased to $447,000 in the
quarter ended July 31, 1999 from $507,000 in the quarter ended July 31, 1998,
a decrease of $60,000, or 11.8%. As a percentage of net revenues, G&A
expenses declined to 14.7% in the quarter ended July 31, 1999 from 18.7%
during both the quarter ended July 31, 1998. The decrease in the amount of
G&A expense is primarily attributable to reductions in certain general
expenses since the third quarter of fiscal year 1998.

     Interest expense for the quarter ended July 31, 1999 was $307,000,
compared to $270,000 in the like quarter of the prior fiscal year, an
increase of $37,000, or 13.7%. The increase in interest expense is the result
of an increase in debt obligations to fund the addition of equipment since
the third quarter of fiscal year 1998.

     Income before income taxes was $177,000 for the quarter ended July 31,
1999, compared to $120,000 for the quarter ended July 31, 1998, an increase
of $57,000, or 47.5%. Income before income taxes, as a percentage of
revenues, increased to 5.8% in the quarter ended July 31, 1999 from 4.4% in
the quarter ended July 31, 1998 as a result of the aforementioned factors.


                                       8
<PAGE>



NINE MONTHS ENDED JULY 31, 1999 COMPARED TO NINE MONTHS ENDED JULY 31, 1998

     For the nine months ended July 31, 1999, net revenue was $9,196,000
compared to net revenue of $8,751,000 during the nine months ended July 31,
1998, an increase of $445,000, or 5.1%. The increase in net revenue is
principally the result of (1) an increase in net revenue from laser surgical
services of $114,000 and (2) an increase in disposable and equipment revenue
of $358,000 and (3) an increase in other revenue of $34,000, all of which
were offset in part by a decrease of $61,000 in medical rental revenue mostly
as the result of milder weather in Southern California during the first nine
months of fiscal year 1999 (generally, more people are hospitalized during
cold, wet weather such as that experienced during the EL NINO storms in late
1997 and early 1998).

     Cost of revenue (excluding depreciation expense) for the nine months
ended July 31, 1999 totaled $3,428,000, a decrease of $77,000, or 2.2%, from
cost of revenues for the first nine months of fiscal year 1998. The decrease
in cost of revenue is primarily attributable to reductions in personnel and
other operating costs since the second quarter of fiscal 1998. Cost of
revenue as a percentage of revenues decreased from 40.1% in the first nine
months of fiscal year 1998 to 37.3% in the same period of fiscal year 1999.

     Depreciation expense for the nine months ended July 31, 1999 was
$1,238,000 compared to $1,063,000 during the comparable period of fiscal
1998, an increase of $175,000, or 16.5%. This increase in depreciation
expense is principally the result of the addition of equipment during fiscal
year 1998 and the first nine months of fiscal year 1999.

     Gross profit during the nine months ended July 31, 1999 was $4,530,000,
compared to gross profit of $4,183,000 during the like period of the prior
fiscal year, an increase of $347,000, or 8.3%. As a percentage of net
revenues, gross profit increased from 47.8% during the first nine months of
fiscal 1998 to 49.3% during the nine months ended July 31, 1999. The increase
in the amount of gross profit is principally the result of the factors
described previously.

     For the nine months ended July 31, 1999, selling expenses were
$1,600,000, compared to selling expenses of $1,511,000 for the first nine
months of fiscal year 1998, an increase of $89,000, or 5.9%. This increase is
primarily due to higher compensation for sales personnel. As a percentage
of net revenues, selling expenses increased slightly to 17.4% from 17.3%
during the nine months ended July 31, 1999 and 1998, respectively.

     General and administrative ("G&A") expenses decreased to $1,469,000 for
the nine months ended July 31, 1999 from $1,577,000 for the nine months ended
July 31, 1998, a decline of $108,000, or 6.8%. As a percentage of net
revenues, G&A expenses decreased from 18.0% in the first nine months of
fiscal year 1998 to 16.0% during the comparable period of the current fiscal
year. The decrease in the amount of G&A expense is mainly attributable to
reductions in certain general expenses since the second quarter of fiscal
year 1998.

     Interest expense for the nine months ended July 31, 1999 was $927,000,
compared to $725,000 in the like period of the prior fiscal year, an increase
of $202,000, or 27.9%. The increase in interest expense is the result of an
increase in debt incurred to fund the acquisition of property and equipment
during fiscal 1998 and the first nine months of fiscal 1999.

     Income before income taxes was $534,000 for the nine months ended July
31, 1999, compared to $370,000 for the nine months ended July 31, 1998, an
increase of $164,000, or 44.3%. Income before income taxes, as a percentage
of revenues, increased to 5.9% for the nine months ended July 31, 1999 from
4.2% for the comparable period in fiscal year 1998 as a result of the
aforementioned factors.


                                       9

<PAGE>


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, trade payables and the
sale of our Common Stock.

     During the nine months ended July 31, 1999, net cash provided by
operating activities was $974,000, which resulted primarily from net income
of $320,000 adjusted for (a) depreciation and amortization expense of
$1,357,000 and (b) an increase in long-term deferred income tax liabilities
of $213,000, both of which were offset in total by a net increase of
approximately $916,000 in working capital items.

     Net cash used for investing activities during the nine months ended July
31, 1999 was $970,000, which consisted of (a) capital expenditures of
$749,000, (b) the payment of $35,000 for non-compete agreements and (c) an
increase of $186,000 in deposits and other assets.

     During the nine months ended July 31, 1999, cash used for financing
activities totaled $74,000, consisting of (a) $71,000 in principal payment on
notes payable, (b) $1,834,000 in principal payments on long-term debt and (c)
$1,865,000 in principal payments on capital lease obligations, all of which
were offset in part by (d) $1,003,000 in borrowings on notes payable to a
bank, (e) $60,000 in borrowings on notes payable and (f) $2,633,000 in
borrowings 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 and a $2 million line of credit. The proceeds from
the bank term loan were used to repay in full the existing term loan with
Merrill Lynch, as well as for working capital purposes. 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 proceeds from the bank line
of credit were used for working capital purposes. This 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 line of
credit as of July 31, 1999 was $1,002,634.

COMMITMENTS

     We had no material commitments for capital expenditures at July 31,
1999. 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 a bank working capital facility and from
other debt facilities, as well as possible strategic alternatives such as
additional debt or equity offerings, will be sufficient to finance our
working capital and capital expenditure requirements for the next 12 months.

                                      10

<PAGE>

YEAR 2000 ISSUES

     The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of our
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result in a
system failure of miscalculations, causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

     Based on an assessment made earlier this fiscal year, we expect to
complete the upgrade of our software in the fourth quarter of fiscal year
1999 so that our computer systems will function properly with respect to
dates in the year 2000 and thereafter. We presently believe that with
upgrades the Year 2000 issue will not pose significant operational problems
for our computer systems. However, if such conversions are not made, or are
not completed in a timely manner, the Year 2000 issue could have a material
impact on our operations.

     We are continuing formal communications with all of our significant
suppliers and large customers to determine the extent to which our interface
systems may be vulnerable to those third parties' failure to remediate their
own Year 2000 issues. However, we cannot guarantee that the systems of other
companies on which our systems rely will be timely converted and would not
have an adverse effect on our systems.

     We will utilize both internal and external resources to upgrade and test
our software for Year 2000 modifications. Our total Year 2000 project cost
and estimates to complete include the estimated costs and time associated
with the impact of third party Year 2000 issues based on presently available
information. The total cost of the Year 2000 project has not yet been
estimated, but we anticipate that such costs will not be significant. To
date, we have not incurred any material costs related to the assessment of,
and preliminary efforts on, our Year 2000 project and the development of a
modification plan, purchase of new systems and systems modifications.


                                      11

<PAGE>


PART II.   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     In February 1998, we were served with a lawsuit in which we, along with
various other parties, were named as a defendant in an action filed on
October 29, 1996 in the Superior Court of the State of California for the
County of Los Angeles. The complaint alleges injury to the plaintiff in the
course of a cosmetic laser procedure performed in November 1995 for which the
plaintiff seeks to hold us responsible. We intend to defend ourselves
vigorously against all of the allegations contained in the complaint. We do
not believe that the outcome of this litigation will have a material adverse
effect on our consolidated financial condition. Due to the early stage of
this litigation, and based on the information available to us at the present
time, we cannot make an estimate of loss, if any, or predict whether or not
such litigation will have a material adverse effect on our results of
operations in any particular period.

ITEM 2.  CHANGES IN SECURITIES.

     None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.


ITEM 5.  OTHER INFORMATION.

     None.



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

(a) EXHIBITS

Exhibit
Number            Exhibit Description


     None.



(b)  REPORTS ON FORM 8-K

     None.


                                      12

<PAGE>




                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

MEDICAL RESOURCES MANAGEMENT, INC.



Date              September 14, 1999

By     /s/  Allen H. Bonnifield
      ----------------------------------------------------
       Allen H. Bonnifield, President, CEO and CFO










                                       13

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<PAGE>
<ARTICLE> 5

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<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1999
<PERIOD-START>                             MAY-01-1999
<PERIOD-END>                               JUL-31-1999
<CASH>                                          71,013
<SECURITIES>                                         0
<RECEIVABLES>                                1,955,068
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<INVENTORY>                                    815,320
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                                0
                                          0
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<OTHER-SE>                                   3,527,683
<TOTAL-LIABILITY-AND-EQUITY>                15,910,884
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<TOTAL-COSTS>                                4,666,228
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<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   320,163
<EPS-BASIC>                                       0.04
<EPS-DILUTED>                                     0.04


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