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

                                   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)

                        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  11,798,373  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-4-5

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
                                       -----------             -----------
  Total current assets                    204,100                 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                       $   610,876              $   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                 11,799                  10,787

  Additional paid-in capital           2,422,420               1,998,242
                                      (2,070,672)
  Accumulated deficit               --------------            (1,690,846)
                                         363,547          ----------------
  Total stockholders' equity        --------------                318,183
                                                          ----------------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------

  Total Liabilities and Stockholders' $  610,876            $     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 it's employees 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.

     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


<PAGE>


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.

     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


<PAGE>


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.


     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


<PAGE>


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.


<PAGE>



     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.

               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 $43,229,  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


<PAGE>


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.

     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.




<PAGE>




                                     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:

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

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

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


<PAGE>



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 or its Form 10QSB for the
quarter ended March 31, 1999.)

     (b) No Reports on Form 8-K were filed  during the  quarter  ended March 31,
1999.


                                   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.

              Surgical Safety Products, Inc.
              (Registrant)

Date: August 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 6.30.99]