SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCOTT PHILLIP C

(Last)

(First)

(Middle)

7920 CORTE PENCA

(Street)

CARLSBAD

92009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SURGICARE INC/DE [ SRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Previous CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/24/2004	11/24/2004	D		5,000	D	$0.32	20,000	I	See footnote⁽¹⁾
Common Stock	11/29/2004	11/29/2004	D		5,000	D	$0.32	15,000	I	See footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$0.32	11/10/2002		P⁽²⁾		0		⁽²⁾	11/10/2012	Common Stock	3,244,616⁽²⁾	$0.32⁽²⁾	3,244,616⁽²⁾	D
Warrant	$0.45	01/31/2003		P⁽³⁾		0		01/31/2003	01/31/2008	Common Stock	40,000	⁽³⁾	40,000	I	See footnote⁽¹⁾

Explanation of Responses:

1. All securities held indirectly are owned by Scott River Capital Trading Limited, LP, a California limited partnership owned approximately 99.5% by the filer (as a limited partner) and 0.5% by Doty Scott Enterprises, Inc., a California corporation which is the general partner and is owned approximately 50% by the filer.

2. The warrants listed in line 1 of Table II were issued to the filer pursuant to his employment agreement and related warrant agreement with SurgiCare, Inc. dated November 10, 2002. The filer has the right to purchase a total of 811,154 common shares beginning November 10, 2002. During each month beginning December 10, 2002 through October 10, 2005, the filer has the right to purchase 67,596 common shares. The filer has the right to purchase 67,602 shares beginning November 10, 2005.

3. The warrants listed on line 2 of Table II were attached to the 80,000 shares purchased on 1/31/2003. The private placement memorandum purduant to which the filer purchased the securities set a $0.90 purchase price, which included two common shares and one warrant to purchase common stock.

	Phillip C. Scott	12/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.