U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                 Amendment No. 1
                                       to
                                   Form 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 1999

Commission file no. 0-24921

                         Surgical Safety Products, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

          New York                                         65-0565144
-------------------------------                        -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

         2018 Oak Terrace
        Sarasota, Florida                                    34231
---------------------------------------                   ----------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number (941) 927-7874

Securities registered under Section 12(b) of the Exchange Act:

                                                  Name of each exchange on
      Title of each class                         which registered

               None
-----------------------------                     -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                       -----------------------------------
                                (Title of class)



<PAGE>





                        Copies of Communications Sent to:

                              Mercedes Travis, Esq.
                              Mintmire & Associates
                          265 Sunrise Avenue, Suite 204
                              Palm Beach, FL 33480
                               Tel: (561) 832-5696
                               Fax: (561) 659-5371



     Indicate by Check  whether the issuer (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
       ---              ---

         As of June 30, 1999, there are 11,811,373 shares of voting stock of the
registrant issued and outstanding.





<PAGE>


                                     PART I

Item 1.  Financial Statements


Condensed Balance Sheets as of June 30, 1999
                and December 31, 1998                                   F-2

Condensed Statements of Operations for
 the Three and Six Months Ended June 30, 1999 and 1998                  F-3

Statements of Cash Flows for the Six Months Ended
June 30, 1999 and 1998                                                  F-4

Notes to the Condensed Financial Statements                             F-6




<PAGE>




<TABLE>
<CAPTION>
                         SURGICAL SAFETY PRODUCTS, INC.
                            CONDENSED BALANCE SHEETS
  ------------------------------------------------------------------------------
  Assets                              (Unaudited)
  Current Assets                     June 30,  1999          December 31, 1998
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
<S>                                  <C>                     <C>
   Cash                              $    188,000            $     41,191
   Accounts receivable                      9,981                   1,941
   Deposits                                     0                  58,700
   Inventory                                6,119                   6,555
   Prepaid Expense                          7,500                       0
                                       -----------             -----------
  Total current assets                    211,600                 108,837
                                       -----------             -----------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  Property and equipment, net             221,524                 112,772
                                       -----------             -----------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  Other Assets
     Intangible assets, net               45,551                   49,232
    Software development costs, net      129,451                   92,873
    Other assets                          10,250                   10,250
                                       ----------              -----------
      Total other assets                 185,252                  152,355
                                        ----------             -----------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  Total Assets                       $   618,376              $   373,514
                                     ============             ============
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  Liabilities and Stockholders' Equity
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  Current Liabilities
   Line of credit                    $   100,000               $       0
   Notes payable - related parties        77,500                       0
   Accounts payable and
      accrued expenses                    69,829                  55,331
                                    -------------             -----------
  Total current liabilities              247,329                  55,331
                                    -------------             -----------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------

  Stockholders' Equity
   Common stock, $.001 par value,
    20,000,000 shares authorized;
   11,798,373 shares issued and
    outstanding in 1999 and
       10,786,973 in 1998                 11,812                  10,787

  Additional paid-in capital           2,429,907               1,998,242
                                      (2,070,672)
  Accumulated deficit               --------------            (1,690,846)
                                         371,047          ----------------
  Total stockholders' equity        --------------                318,183
                                                          ----------------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------

  Total Liabilities and Stockholders' $  618,376            $     373,514
  Equity                               =========                  ========
  ------------------------------------------------------------------------------
</TABLE>
   The accompanying notes are an integral part of these financial statements.
                                       F-2








<PAGE>



<TABLE>
<CAPTION>
                         SURGICAL SAFETY PRODUCTS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
     ----------------------------------------------------------------------
                                 Six Months Ending June 30    Three Months  Ending June
                                   1999         1998             1999        1998
--------------------------------------------------------------------------------------
<S>                              <C>         <C>              <C>           <C>
Revenue
                                 $    52,734   $      19,139   $   13,157    $  3,159
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Costs and expenses
 Cost of medical products sold         8,135           1,278        7,874       1,125
 Operating expenses                  396,900         290,946      257,916     227,672
 Research and development             20,085           9,771       13,418       4,633
expenses                               7,440          13,825        5,919      12,482
 Interest expense                -----------     -----------  -----------   ----------
                                     432,560         315,820      285,127     245,912
Total costs                      -----------     -----------  -----------   ----------
                                    (379,826)        (296,681    (271,970)   (242,753)
Net loss before income taxes               0               0            0           0
Provision for income taxes       -----------     -----------  -----------   ----------
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Net loss                         $  (379,826)   $    (296,681)  $(271,970)  $(242,753)
                                     ========         =======    ========      =======
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Net loss per share               $     (0.04)   $     (0.03)    $   (0.02)    $ (0.02)
                                    ========        =======      ========      =======
--------------------------------------------------------------------------------------
</TABLE>












         The accompanying notes are an integral part of these financial
                                  statements.

                                       F-3


<PAGE>




<TABLE>
<CAPTION>
                         SURGICAL SAFETY PRODUCTS, INC.
                            STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
     ---------------------------------------------------------------------

                                               1999                    1998
                                              -----                   -----
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<S>                                        <C>                     <C>
Cash Flows From Operating Activities
 Net loss                                  $     (379,826)         $   (346,682)
                                           ----------------          -----------
Adjustments to reconcile net loss to
cash used in operating activities
  Depreciation and amortization                    58,013                23,345
  Common stock issued for services                 41,303               141,875
  Stock option compensation expense               (91,113)
Decrease (increase) in operating assets
Receivables                                        (8,040)              248,740
Inventory                                             436                (2,869)
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses              14,498               (11,926)
                                            --------------         -------------
        Total adjustments                         (15,097)              399,165
                                            --------------          ------------
Net cash used in operating activities            (364,729)                52,483
                                            --------------          ------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Cash Flows From Investing Activities
 Furniture and equipment purchased                (92,039)              (31,971)
 Software development additions                   (48,923)              (36,270)
 Patent and trademark costs
                                              -----------            -----------
 Net cash used in investing activities           (140,962)              (68,241)
                                              -----------            -----------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Cash Flows From Financing Activities
 Proceeds from related party loans                 77,500
 Advances (repayments) on line of
   credit, net                                    100,000              (100,000)
 Repayment of stockholder loans                                        (233,720)
 Proceeds from issuance of common stock           475,000               939,000
                                             ------------          -------------
Net cash provided by financing
    activities                                    652,500               605,280
                                             ------------          -------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net increase (decrease) in cash                   146,809               589,522
Cash at beginning of year                          41,191                     -
                                           --------------           ------------
Cash at end of year                              $188,000             $ 589,522
                                                 ========                =======
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Supplemental Cash Flow Information:             $   4,647              $ 31,492
Cash paid for interest                            ========                ======
--------------------------------------------------------------------------------
</TABLE>

         The accompanying notes are an integral part of these financial
                                  statements.

                                       F-4


<PAGE>


For the  purposes of the  statement  of cash  flows,  management  considers  all
deposits and financial  instruments with original  maturities of less than three
months to be cash and cash equivalents.



Material  non-cash  transactions  not  reflected in the  statement of cash flows
include:


For the Six Months Ended June 30,  1999

         The Company  received  fixed assets in the amount of $ 58,700 for which
it had recorded deposits of such amount at December 31, 1998.


For the Six Months Ended June 30, 1998

         The Company issued common stock for prepaid media  consulting  services
in the amount of $ 22,500.



























              The accompanying notes are an integral part of these
                             financial statements.

                                       F-5




<PAGE>


Notes to the Condensed Financial Statements
Note 1 - Account Policies

Basis of Presentation
The condensed financial  statements of Surgical Safety Products,  Inc. (Company)
have been prepared  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 pursuant to such
rules and regulations. These consolidated financial statements should be read in
conjunction  with the  financial  statement  and notes  thereto  included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998.

The results of  operations  for the six month period ended June 30, 1999 are not
necessarily indicative of the results to be expected for any other period or for
the full year.

In the opinion of Company's  management  the  accompanying  unaudited  financial
statements  contain  all  adjustments,  consisting  of only  normally  recurring
adjustments,  necessary to present fairly the financial  position as of June 30,
1999,  the  results  of  operations  and cash flows for the three and six months
ended June 30, 1999 and June 30, 1998.

Net Loss Per Share
Net loss per share has been computed in accordance  with  Statement of Financial
Accounting  Standards (FASB) no. 128, "Earnings Per Share," by dividing net loss
by the weighted average number of shares outstanding  during the period.  Common
stock  equivalents  have not been include in the computation of weighted average
number of shares outstanding since the effect would have been anti-dilutive.

Reclassifications
Certain   reclassifications  have  been  made  in  the  prior  year's  financial
statements to conform to the current period presentations.

Note 2 - Stock Compensation Expense
During fiscal year 1998, the Company issued stock options with an exercise price
that was below  market to certain of its  employees.  Accordingly,  the  Company
recorded  $91,113 of  compensation  expense related to the issuance for the year
ended December 31, 1998.

In the first  quarter of 1999,  the Company  canceled  these  stock  options and
issued  options with an exercise  price above that of market.  Accordingly,  the
Company  decreased its payroll expenses by $91,113 for the cancellation of these
options for the six months  ended June 30, 1999.  In addition,  during the three
and six months ended June 30, 1999,  the Company  issued  common stock valued at
$39,053 to certain of its employees and $7,500 to certain consultants in lieu of
cash  compensation  for services.  The common stock was valued based on the fair
market value for the shares on the dates the compensation would have been paid
                                       F-6

<PAGE>



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

General

         In April  1999,  the  Company  attended  the AORN  convention  where it
experienced  more acceptance from potential  content  providers and users partly
because of the commencement of the arrangement with US Surgical.

          In the April-June  period,  the Company completed the installation and
internet  connection of another unit at the  University of Washington in Seattle
and completed the  preliminary  preparation  for  additional  units under the US
Surgical  agreement  at two  California  Pacific  Medical  Center  sites  in San
Francisco.

         The Company expects to complete the  installation of the last three (3)
US Surgical sites in 1999's third calendar quarter.

         In April 1999 the Company  commenced a self-directed  private placement
offering of the Company's  restricted Common Stock and warrants for an aggregate
of $500,000 in proceeds. The offering was concluded on June 30, 1999.

         This offering was conducted  pursuant to Section 4(2) of the Securities
Act of 1933, as amended (the "Act") and Rule 506 promulgated  under Regulation D
of the Act to not more than thirty-five (35) non accredited  investors;  Section
517.061(11)  of the  Florida  Code,  Section  10-5-9(13)  of the  Georgia  Code,
Regulation 130.293 to the Illinois Code,  Section292.410(h) of the Kentucky Code
and Section  201.[70 P.S.  1-201] of the  Pennsylvania  Code. No memorandum  was
being used in connection  with this offering  since the Company  relied upon its
filing with the Securities and Exchange Commission.

         The basis for reliance  upon the Section 4(2)  exemption in  connection
with this  offering is (i) the sale of the shares of Common  Stock and  warrants
does  not  constitute  a  public  offering  and  (ii)  investors  are or will be
sophisticated  investors  who have  access  to the  information  on the  Company
necessary  to make an informed  investment  decision by virtue of the  Company's
Registration  Statement on Form 10-SB, as amended, filed with the Securities and
Exchange  Commission  (the "SEC") and the  Company's  Form 10-KSB filed with the
SEC. The Company was required to file a Form D.

         The Company received gross proceeds of $475,000 under this offering for
a total of  950,000  shares of the  Company's  restricted  Common  Stock and the
issuance  of warrants  to  purchase a total of 475,000  shares of the  Company's
Common Stock at an exercise price of $1.00 within five (5) years.  Directors Sam
Norton,  Dr.  William Saye and David Swor each purchase  50,000 shares of Common
Stock and 25,000 warrants.


<PAGE>


         The basis for reliance upon Section  517.061(11) of the Florida Code in
connection  with this offering is (i) sales of the shares of  restricted  Common
Stock and  warrants has been or will be made to not more than  thirty-five  (35)
persons;  (ii)  neither  the offer nor the sale of any of the shares has been or
will be accomplished by the publication of any  advertisement;  (iii) all of the
purchasers either have or had a pre-existing  personal or business  relationship
with one or more of the  executive  officers and directors of the Company or, by
reason of their business or financial experience, could be reasonably assumed to
have  the  capacity  to  protect  their  own  interest  in  connection  with the
transaction;  (iv) each  purchaser has or will  represent that he was purchasing
for his own  account and not with a view to or for sale in  connection  with any
distribution  of shares;  and (v) prior to sale, each purchaser had or will have
reasonable  access to or was  furnished  all  material  books and records of the
Company,  all material contracts and documents relating to the Company,  and had
an opportunity to question the executive officers of the Company.

         The basis for reliance  upon Section  10-5-9(13) of the Georgia Code in
connection with this offering is that (i) there were 15 or less purchasrs in the
state in a 12-month  period,  (ii) there was no form of general  solicitation or
advertising,  (iii) any certificate or other document  representing the security
bears the  Georgia  restrictive  legeng,  and (iv) each  investor  confirmed  in
writing that they were purchasing with investment intent.

         The basis for reliance upon Regulation 130.293 to is that Illinois does
not required registration of federally exempted Rule 506 securities.

         The basis for reliance upon Section  292.410(h) of the Kentucky Code in
connection  with this  offering  is (i) neither the offer nor the sale of any of
the shares has been or will be accomplished by any form of general solicitation;
(ii) the Company has received or will receive a written  representation from the
purchaser  that he is acquiring the  securities  for his own  investment  and is
aware  of any and all  restrictions  imposed  on  transferability  and  that the
certificates and warrants do and shall bear a restrictive legend; (iii) sales of
the shares of  restricted  Common Stock and warrants has been or will be made to
not more  than  fifteen  (15)  persons  in  Kentucky  all of whom will be or are
accredited investors;  and (iv) there are no commissions,  finders fees or other
remuneration being paid in connection with the sales.

         The  basis  for  reliance  upon  Section  201.[70  P.S.  1.201] is that
Pennsylvania  does not  require  registration  of  federally  exempted  Rule 506
securities.


<PAGE>


         In April,  1999,  the  Company  executed a  Consulting  and  Assistance
Agreement  with  Koritz  Group  LLC, a  Connecticut  limited  liability  company
("Koritz").  The company exercised its right to cancel the agreement on July 30,
1999.  Under the terms of this  agreement,  Koritz had been  engaged to identify
sources of capital or potential business relationships and to assist the Company
in (i)  raising  equity or debt  financing  in the  amount of  $15,000,000  (ii)
arranging  for trade  financing for  production,  sale,  lease,  rental or other
disposal of the Company's products; and (iii) arranging for the sale, merger, or
consolidation  of the Company or for joint ventures or strategic  alliances with
other appropriate business. This agreement is non-exclusive. In the event Koritz
was successful,  the Company was to pay compensation to Koritz equal to 2.5% for
any trade  financing and 10% of the value of each business  arrangement.  In the
event  Investment  Financing  was secured,  the Company was to pay  compensation
equal to 10% for any  investment  financing to the person or entity placing such
investment;  provided  such  person or entity  was  qualified  to  receive  such
compensation in the state of residence of the investor.  The Company was free to
reject any offered  financing or  arrangements;  however,  in the event that the
Company entered any  arrangement  within 180 days of its written  rejection,  on
terms  less  favorable  to the  Company,  Koritz  was to  receive  a flat fee of
$100,000. In addition to the cash compensation, in the event the Company secured
investment  financing,  then the  qualified,  placing  person or  entity  was to
receive  warrants to purchase  the  Company's  Common Stock  exercisable  for 36
months after the closing at the same price as the  investment  financing  source
received,  the  number  of which  warrants  would be equal to the  amount of the
financing   divided  by  the  exercise   price.   Such  warrants  were  to  have
anti-dilution  and  piggy-back  registration  rights.  In the event the  Company
"shopped" any offer of financing  presented to it to other potential sources and
accepted such other financing,  the Koritz was entitled to a success fee. Koritz
was to be reimbursed  pre-approved  disbursements  and  expenses.  The agreement
provided for  confidentiality  and  cross-indemnification  . The  agreement  was
subject to cancellation  by either party with five (5) days written  notice.  It
was under this  provision  that the Company  terminated  this  agreement on July
30,1999.  Any  disputes  under the  agreement  were  required to be submitted to
arbitration,  with costs payable by the losing party. In April 1999, the Company
entered into an  agreement  with KJS  Investment  Corporation  of Tampa  Florida
("KJS") to provide  consulting  services.  The  agreement is on a  non-exclusive
basis and has no defined term.  The  agreement  provides for such services to be
performed in two phases. Under phase one, KJS is to assist in the development of
a  comprehensive  business plan and assist the Company in positioning  such plan
with  the  capital  markets  with  a view  towards  finding  potential  business
combinations,  mergers and  compressed  time tables for the  Company's  business
strategy. The estimated cost of this phase is $5,000. Under phase two, KJS is to
identify appropriate financial institutions and distribute the plan, analyze the
initial feedback, arrange meetings,  evaluate all proposals,  provide management
with each proposal and assist in the negotiations.  Upon execution,  the Company
was required to commit to pay a $5,000 retainer to cover the estimated phase one
costs. KJS agreed to accept 7,000 shares of the Company's common stock valued at
the current bid price of $.50 towards such retainer and the balance of $1,500 to
be paid in cash at such time as KJS introduces the Company to five institutional
funding sources. Phase two compensation will be paid in the form of common stock
equal to 1.5% of the funds  raised  from the  capital  markets  in the form of a
spin-off  of the OASiS  division  and 10% of any  mezzanine  financing  from any
source introduced by KJS.


<PAGE>


         In May 1999,  the  Company  entered  into an  agreement  with Ten Peaks
Capital  Corp. of Berkeley,  California  ("Ten Peaks") to pay a finder's fee for
successfully  securing  specifically  defined  financing  for the Company.  Such
financing  includes  finding a strategic  partner and/or  financial  partner who
secures  equity in the  Company or a stake in future  revenues.  Ten Peaks is to
provide advice on long-term  business,  financial and strategic  decisions.  The
term of the  agreement  is for three (3) months from the  execution  date and it
expired on August 13, 1999.  Upon  execution of the  agreement,  the Company was
required to commit to pay a retainer of $4,000 to cover all  anticipated  out of
pocket  expenses during the term. Ten Peaks agreed to accept 6,000 shares of the
Company's  common stock in lieu of such retainer  provided such stock has a fair
market value as reported on Bloomberg,  LLP on the date of execution of not less
than  $.66.  In the  event the  Company's  shares  were  trading  for less,  the
difference between $4,000 and the value of the shares was to be paid in cash. In
the event the Company receives gross proceeds of up to $2,000,000,  Ten Peaks is
to receive an amount equal to 5% of such proceeds in the form of cash, equity or
some  combination  thereof.  Thereafter,  Ten Peaks will receive a sliding scale
equal to 4% of the next  million,  3% of the  fourth  million,  2% of the  fifth
million and 1% for each additional million. In the event the Company enters into
a transaction  as a result of this  agreement,  it shall enter into a consulting
agreement  with Ten Peaks for a term of six  months  under  which Ten Peaks will
receive $5,000 in cash or equity.

         Other than the initial  retainers,  no other payments have been made to
either KJS or Ten Peaks.  Since  execution of the KJS  agreement the Company has
been advised that fees and commissions related to transactions in securities may
only be paid to those  legally  qualified to receive such payments in accordance
with regulations  under Federal and state securities laws. The Company is in the
process of modifying this agreement such that only appropriate  payments will be
made in the event of place of any equity in the Company from sources  identified
by KJS. The Ten Peaks agreement expired without any additional payments.

         In April 1999, the Company issued 2,000 shares each to two  consultants
of the Company for services  relating to their production of a CD-Rom disc to be
used promote OASiS in lieu of cash. Such 4000 shares were valued at $2,250 which
was based upon the closing price for the shares on the dates the salaries  would
have been paid.  Such  offering  was made in reliance to Section 4(2) of the Act
and Rule 506 and Section 517.061(11) of the Florida Code. The basis for reliance
on these  sections is the same as that set forth  under the April 1999  offering
described above.

         In May and June 1999,  the Company  issued a total of 57,400  shares of
its Common  Stock to officers  and  employees in lieu of salaries due and owing.
Under this  arrangement,  Mr. Clark,  the Company's  President  received  12,000
shares and Mr. Collins,  the Company's  Acting Chief Financial  Officer received
34,000  shares.  Such shares were valued at $39,053.00  which was based upon the
closing  price for the  shares on the dates the  salaries  would have been paid.
Such  offering  was made in reliance to Section 4(2) of the Act and Rule 506 and
Section  517.061(11)  of the  Florida  Code.  The  basis for  reliance  on these
sections is the same as that set forth under the April 1999  offering  described
above.



<PAGE>


Discussion and Analysis

         The  Company  was  founded  in 1992 to combat the  potential  spread of
bloodborne pathogenic infections such as HIV and hepatitis. It has broadened its
mission to  research,  develop,  manufacturing,  marketing  and selling  medical
products and services to the healthcare community.

         The  Company  was in the  development  stage  until  1993 when it began
commercial  shipments of  SutureMate(R),  its first  product.  From inception in
June,  1992  through  December  31,  1998,  the  Company  generated  revenues of
approximately  $1,100,000  from a limited number of customers.  Since  inception
through  December  31,  1998,  the Company has  generated  cumulative  losses of
approximately  $1,690,000.  Although the Company has  experienced  a significant
percentage  growth in revenues from fiscal 1992 to fiscal 1998, the Company does
not believe  prior  growth rates are  indicative  of future  operating  results,
especially  in  light  of  the  contract  with  US  Surgical  to  assist  in the
introduction  of OASiS.  Due to the  Company's  operating  history  and  limited
resources,  among other factors, there can be no assurance that profitability or
significant  revenues on a quarterly  or annual  basis will occur in the future.
Moreover,  the Company expects to continue to incur operating  losses through at
least the first half of 2000, and there can be no assurance that losses will not
continue after such date.

         With the  implementation  of its agreement  with US Surgical and in the
event of the reactivation of its various distribution agreements and/or with the
establishment of one or more strategic alliances in addition to US Surgical, the
Company  expects  to  experience  a  period  of  growth,  which  requires  it to
significantly  increase the scale of its operations.  This increase will include
the  hiring of  additional  personnel  in the areas of (i)  customer  service to
provide technical support for the hospitals where  installations are located and
(ii) technical  staff to make changes  requested by those  hospitals.  This will
result in  significantly  higher operating  expenses.  The increase in operating
expenses is expected to be partially funded by an increase in revenues. However,
the  Company's  net loss may  continue to increase.  Expansion of the  Company's
operations may cause a significant strain on the Company's management, financial
and other  resources.  The  Company's  ability to manage recent and any possible
future growth,  should it occur, will depend upon a significant expansion of its
sales and  marketing,  research and  development,  accounting and other internal
management  systems  and the  implementation  and  subsequent  improvement  of a
variety of systems,  procedures  and  controls.  There can be no assurance  that
significant  problems in these areas will not occur. Any failure to expand these
areas and  implement  and improve such  systems,  procedures  and controls in an
efficient  manner at a pace consistent with the Company's  business could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results  of  operations.  As  a  result  of  such  expected  expansion  and  the
anticipated  increase in its operating  expenses,  as well as the  difficulty in
forecasting  revenue  levels,  the Company  expects to  continue  to  experience
significant fluctuations in its revenues, costs and gross margins, and therefore
its results of operations.



<PAGE>


         The Company's plan of operations for the next twelve months is to focus
on building  revenue from the  installation  of the OASiS system in the ten (10)
hospitals  designated by US Surgical and to install  additional OASiS systems in
hospitals  not under the US  Surgical  agreement  but with whom the  Company has
begun  negotiations  and in some cases reached a commitment.  Additionally,  the
Company  intends to install the  inservice  modules  from US Surgical  and other
medical product  manufacturers  at both the US Surgical and the other hospitals.
The Company also is  aggressively  seeking  strategic  alliances  with  targeted
industry   partners  such  as   manufacturers   of  devices,   manufacturers  of
pharmaceuticals,  professional  organizations  such as nursing  associations and
hospital group purchasing organizations and integrated health networks.

         The Company  estimates  that if it is  successful in  consummating  new
strategic  alliances,  the  agreements  will provide for infusion of  sufficient
capital to fund  ongoing  operations  for the  balance of the year.  The Company
estimates  revenues  from an expanded base of content  providers and  individual
installations may grow to the level where they can support ongoing operations.

         The Company  estimates that revenues will be sufficient to fund ongoing
operations at the current level when the number of OASiS  installations  reaches
approximately  100 to 125 and the total  number  of  inservice  modules  reaches
approximately  150.  The  Company  has  purchased  20  OASiS  units  from  Kiosk
Information  Systems,  Inc.,  8 of which were  installed  under the US  Surgical
agreement, 3 of which were installed at St. Francis Hospital, and the balance of
which are dedicated to its  commitment to US Surgical for hospitals it has ready
for  installation  and to other hospitals which are committed to proceed,  which
installations  are  scheduled  on or  before  September  30,  1999.  Based  upon
potential additional commitments,  the Company believes that if it were to order
20 more  units,  that all such  units  would be placed  by the end of 1999.  The
Company already has 32 inservice modules under the US Surgical  agreement and is
in discussion with various manufacturers  interested in using OASiS to inservice
more than 50 of their  products.  The Company  believes that each of the initial
installations should have a position as to long term acceptance within three (3)
to six (6) months and that this initial time is the test period to determine the
potential  for market  acceptance at that  hospital.  In the case of US Surgical
hospitals,  this period will be for nine (9) months by  contract.  At the end of
such test period, the Company believes it will be in a position to execute three
(3) year leases and finance such leases through a leveraged leasing  arrangement
with Rockford or a similar funding source.

         In the short term, to fund operations through the fourth quarter, 1999,
the Company will be required to seek additional  funds from strategic  alliances
with  potential  clients its  shareholders,  from a limited number of accredited
investors in a private placement of its restricted  securities,  from additional
third party  financing or seek third party debt or equity  financing  other than
those planned by the current anticipated private placement. In the event no such
funding is available or only partial  funding is available,  the Company will be
required  to scale back  operations  and to reduce its  breakeven  point by such
measures as salary  reductions,  staffing cuts, or the licensing or sale of some
of the Company's assets or product lines to third parties. Provided such funding
or scale back is successful,  the Company  believes that it can meet its capital
needs  through  the  testing  period  and  until  such time as the  Company  has
sufficient  additional  long-term  capital to expand.  There can be no assurance
that the Company will be successful in these efforts.


<PAGE>


         Once the testing  period is over,  the Company will require  between $2
and $5 million in  additional  capital in the form of debt or equity to fund the
continued  expansion of the OASiS system and its  development  to meet increased
demand and to implement its plans for increased  marketing of its medical device
products.  The Company has met with several  venture  capital firms,  investment
bankers,  factoring companies and traditional lending sources, each of whom have
expressed  early  interest and many of whom are awaiting the  conclusion  of the
testing  period.  The Company has  accepted no definite  offer.  There can be no
assurance that such long-term financing will be available to the Company or that
it will be on terms that the Company may seek.

Results of Operations for the Three and Six Months Ended June 30, 1999 and 1998

Overview

         From its inception, the Company has incurred losses from operations. As
of June 30, 1999, the Company had cumulative net losses  totaling  approximately
$2,070,000. Through fiscal 1997, the Company focused primarily on the design and
development of its propriety products, as well as providing consulting services.
During fiscal 1998,  management shifted its focus to aggressively  marketing its
proprietary products.

Financial Position

         Working  capital  as of June 30,  1999 was a  deficit  of  $35,729,  as
compared to working  capital of $53,056 at December 31, 1998.  This  decrease is
primarily  due to  additional  borrowings  on the  Company's  line of credit and
increases in Notes payable-related parties, the transfer of deposits to property
and  equipment,  reduced by an increase in cash on hand from the receipts of the
securities sold in the private placement.

Revenues

         For the three  months  ended June 30,  1999 and 1998,  the  Company had
total revenues of $13,157.00 and $3,159.00,  respectively.  For the three months
ended June 30, 1999,  revenues  were  comprised  primarily of fees  received for
Oasis unit rentals and production fees for inservice modules. For the six months
ended June 30, 1999,  total revenues were  $52,734.00  compared to $19,139.00 in
the same period last year.  The increase of $33,595.00  or176% is due to revenue
from the 1999 launch of Oasis. In 1998, Oasis was still under development.

Selling, General, and Administrative Expenses

         For the three months ended June 30, 1999,  operating expenses increased
by $30,244 or 13% from  $227,672 for the three months ended June 30, 1998.  This
increase is primarily related to marketing  support  expenditures to sustain the
launch of the Company's Oasis system. In accordance with the Company's marketing
plan  for  fiscal  1999,  expenses  related  to  promotion,   trade  shows,  and
conventions  were  increased to enhance the industry  awareness of the company's
products and services.


<PAGE>


         In the past,  the Company has focused on the design and  development of
proprietary  products.  For fiscal 1999,  the Company has launched an aggressive
marketing  plan that is designed to increase  worldwide  sales of its  products.
Surgical believes that the increased  operating expenses incurred during the six
[]months  ended June 30, 1999 will  position  the Company to generate  increased
revenue in the fourth quarter of the 1999 fiscal year and throughout 2000.

Liquidity and Capital Resources

         The Company's  operations are being funded  primarily from the $475,000
proceeds  of  the  private  placement  and  from  cash  flow  of  $177,500  from
shareholder loans and advances on the line of credit during the six months ended
June 30, 1999. This allowed the Company to purchase capital assets,  enhance its
OASiS software and fund current operations.  At June 30, 1999, the Company has a
$188,000 cash position.

         The Company has a line of credit in the amount of $100,000 that expires
in May 2017 and is guaranteed by Dr. Swor and his wife.  The line of credit also
has been used to fund operations on a short-term basis and $100,000 is currently
outstanding.

         Net cash used for  investing for the six months ended June 30, 1999 was
approximately  $140,962,  representing primarily OASiS units purchased and costs
related to the new version of OASiS which have been capitalized.

         Revenue  of  $13,157  for the  quarter  ended  June  30,  1999 has been
generated  primarily  from the  leasing  of OASiS  units  to  various  hospitals
pursuant to the Agreement with US Surgical. For the quarter ended June 30, 1998,
revenue totaled $3,159.

         It is the Company's  intention to pursue  additional debt and or equity
financing  in the range of  $2,000,000  to  $5,000,000  during the  remainder of
fiscal 1999, however,  there can be no assurance that they will be successful in
their efforts.  Surgical  believes that cash flows generated from operations and
borrowing capacity,  combined with proceeds from future debt or equity financing
and equipment financing support from either potential future strategic alliances
or  firms  that  specialize  in  equipment   financing  will  provide   adequate
flexibility for funding the Company's working capital obligations.

Impact of the Year 2000 Issue

         The Year 2000 Issues is the result of potential  problems with computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just a two digits  (e.g.  98 for 1998).  On January 1, 2000,  any
clock or date recording  mechanism  including date sensitive software which uses
only two digits to represent  the year,  may  recognize the date using 00 as the
year 1900 rather than the year 2000.  This could  result in a system  failure or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.


<PAGE>


         The Company  determined  that the Year 2000  impact is not  material to
Surgical  and that it will not  impact its  business,  operations  or  financial
condition  since all of the internal  software  utilized by the Company is being
upgraded to support Year 2000 versions.  Further,  the Year 2000 will not impact
upon the  operation  of the OASiS system since the software for this system does
not rely on legacy applications or subsystems. OASiS is designed to handle dates
in the form of two digit months and days and a four-digit  year,  thus  avoiding
the Year 2000 problem

         The Company  believes that it has  disclosed  all required  information
relative to Year 2000 issues relating to its business and  operations.  However,
there can be no  assurance  that the  systems  of other  companies  on which the
Company's systems rely also will be timely converted or that any such failure to
convert by another  company  would not have an adverse  affect on the  Company's
systems.

Forward-Looking Statements

         This Form  10-QSB  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
demand for the  Company's  products and  services,  expansion  and growth of the
Company's  business and operations,  and other such matters are  forward-looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-QSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.

                                     PART II

Item 1. Legal Proceedings.

         The Company knows of no legal  proceedings to which it is a party or to
which any of its  property is the  subject,  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults in Senior Securities

         None

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

         No matter  was  submitted  during the  quarter  ending  June 30,  1999,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:


<PAGE>


Exhibit No.             Description
-------------------------------------------------------------------------------

3.(I).1     Articles of Incorporation of Surgical Safety Products, Inc., a
            Florida corporation filed May 15, 1992

3.(I).2     Articles of Amendment filed December 9, 1992

3.(I).3     Articles of Amendment filed July 19, 1994

3.(I).4     Articles of Amendment filed October 11, 1994

3.(I).5     Articles of Incorporation of Sheffeld Acres, Inc., a New York
            Corporation filed May 7, 1993

3.(I).6     Articles of Merger filed in the State of Florida October 12, 1994

3.(I).7     Certificate of Merger filed in the State of New York February 8,1995

3.(I).8     Certificate to Do Business in the State of Florida
            filed April 11, 1995

3.(I).9     Certificate of Amendment filed May 1, 1998

3.(II).1    Bylaws of Sheffeld Acres, Inc.,
            now known as Surgical Safety Products, Inc.

3.(II).2    Amended Bylaws of Surgical Safety Products, Inc.

10.1        Acquisition of Endex Systems, Inc.
            d/b/a/ InterActive PIE dated December 8, 1997

10.2        Prepaid Capital Lease Agreement with Community Health Corporation
            relative to Sarasota Medical Hospital OASiS Installation
            dated January 30, 1998

10.3        Letter of Intent with United States Surgical Corporation
            dated February 12, 1998

10.4        Form of Rockford Industries, Inc. Rental Agreement and Equipment
            Schedule to Master Lease Agreement

10.5        Ad-Vantagenet Letter of Intent dated June 19, 1998

10.6        Distribution Agreement with Morrison International Inc.
            dated September 30, 1996

10.7        Distribution Agreement with Hospital News dated August 1, 1997

10.8        Clinical Products Testing Agreement with Sarasota Memorial Hospital
            dated January 30, 1998


<PAGE>



10.9        Real Estate Lease for Executive Offices effective June 1, 1998

10.10       Employment Agreement with Donald K. Lawrence dated April 1, 1997

10.11       Employment Agreement with G. Michael Swor dated June 15, 1998

10.12       Employment Agreement with Frank M. Clark dated June 15, 1998

10.13       Agreement for Consulting Services with Stockstowatch.com Inc.
            dated March 30,  1988

10.14       Form of Employee Option Agreement dated July 1994

10.15       Form of Employee Option Agreement dated 1998

10.16       Form of Consultants Option Agreement dated July 1994

10.17       Form of Consultants Option Agreement dated 1998

10.18       Confidential Private Offering Memorandum dated May 30, 1995

10.19       Supplement to Private Offering Memorandum dated October 30, 1995

10.20       Stock Option Agreement with Bay Breeze Enterprises LLC
            dated April 9, 1998

10.21       Revolving Loan Agreement, Revolving Note,
            Security Agreement with SouthTrust Bank dated May 2, 1997

10.22       Agreement between the Company and T. T. Communications, Inc.
            dated October 15, 1998

10.23       Agreement between the Company and U.S. Surgical Corporation
            dated October 28, 1998.

10.24       Collaborative Agreement between the Company and Dr. William B. Saye
            dated November 16, 1998.

10.25       Kiosk Information System, Inc. Purchase Order dated November 3, 1998

10.26       Surgical Safety Products 1999 Stock Option Plan adopted January 1999

10.27       Form of the Employee Option Agreement under the Surgical Safety
            Products 1999 Stock Option Plan dated January 1999



<PAGE>


10.28       Form of the Director, Consultant and Advisor Option Agreement under
            the Surgical Safety Products 1999 Stock Option Plan dated
            January 1999

10.29       Verio, Inc. Access Service Agreement dated February 16, 1999.

10.30       Form of Investor Subscription Documents and Agreements
            relative to the April 1999 Self Directed Private Placement Offering
            under Rule 506 of Regulation D.

10.31       Form of the Warrant issued pursuant to the April 1999
            Self Directed Private Placement Offering
            under Rule 506 of Regulation D.

10.32       Consulting Agreement dated April 1999 with Koritz Group, LLC.

10.33       Agreement dated April 1999 with KJS Investment Corporation.

10.34       Agreement dated May 1999 with Ten Peaks Capital Corp.

23.2        Publisher's  Consent and Article - Michael W. Bebbington,  MD,
            MHSc and Mark J.  Treissman,  MD. The Use of a Surgical Assist
            Device to Reduce Glove  Perforations in  Postdelivery  Vaginal
            Repair:  A Randomized  Controlled  Trial.  American Journal of
            Obstetrics and Gynecology, Vol.
            175, No. 1, Part I, October 1996

23.3        Author's  Consent and Abstract - Donna J. Haiduven,  BSN, MSN,
            CIC and Maria D. Allo, MD. Evaluation of a One-Handed Surgical
            Suturing   Device  to  Decrease   Intraoperative   Needlestick
            Injuries and Glove Perforations:  Phases I & II, Conference on
            Prevention of Transmission of Bloodborne  Pathogens in Surgery
            and Obstetrics  Sponsored by the American  College of Surgeons
            and the Center for Disease  Control and  Prevention,  February
            13-15,
            1994, Atlanta, GA.

23.4        Publisher's Consents and Article - Mark S. Davis, MD.
            Sharps Management in Surgery.  Infection
            Control & Sterilization Technology, Vol. 1, No. 4, April 1995.

27.1     *  Financial Data Street
----------------

(* Filed  herewith,  all other  exhibits  previously  filed as  exhibits  to the
Company's Form 10-SB, Form 10-SB Amendment No. 1, its Form 10QSB for the quarter
ended March 31, 1999 or its Form 10QSB for the quarter ended June 30, 1999.)

     (b) No  Reports on Form 8-K were filed  during the  quarter  ended June 30,
1999.


<PAGE>


                                   SIGNATURES

         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the registrant caused this Registration  Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


<PAGE>



                                 Surgical Safety Products, Inc.
                                 Registrant)


Date: October 13, 1999            By:/s/ Frank M. Clark
                                 --------------------------------
                                 Frank M. Clark, President and CEO


                                 By:/s/ Donald K. Lawrence
                                 ------------------------------
                                 Donald K. Lawrence
                                 Vice President and Secretary


                                 By:/s/ G. Michael Swor
                                 ------------------------------
                                 G. Michael Swor
                                 Treasurer


                                 By:/s/ David Collins
                                 ------------------------------
                                 David Collins
                                 Acting Chief Financial Officer


[sign page SSP 10QSB/A 6.30.99]