U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                   [ X ] ANNUAL REPORT PURSUANT TO SECTION 13
                         OF THE SECURITIES EXCHANGE ACT
                   For the Fiscal Year Ended December 31, 1997


                            Commission File No. 09489

                        Associated Medical Devices, Inc.

                 (Name of Small Business Issuer in its Charter)


      Nevada        211 West Wall, Midland, Texas 79701         88-0164955
(State or Other    (Address of Principal Executive Office,  (I.R.S. Employer
Jurisdiction of     including Zip Code)                      Identification No.)
incorporation or 
organization)   
                   
                                 (915) 682-1761
              (Registrant's telephone number, including area code)

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

Title of Each Class                    Name of Each Exchange on which Registered
-------------------                    -----------------------------------------
          None

Securities  Registered  Under Section  12(g) of the Exchange Act:  Common Stock,
 .001 Par Value

Check  whether  the issuer  (1) has 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       No   X

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  management's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form 10- KSB or any
amendment to this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year:  $-0-.

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: $-0- (stock is not quoted).

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 44,093,967

Transitional Small Business Disclosure Format:  Yes        No  X
                                                    ---       ---


<PAGE>



                                     PART I

Item 1.  Description of Business.
---------------------------------

General

     Associated  Medical Devices,  Inc. (the "Company") was incorporated in 1980
under the laws of the State of Nevada and filed a registration  statement  under
The  Securities  Act of 1933, as amended,  thereafter  with the  Securities  and
Exchange  Commission with respect to a public offering of its common stock.  The
Company's public offering became effective  September 12, 1980, the net proceeds
of which were $1,957,000.

     The Company was engaged in the development of several medical devices.  The
Company  was  unsuccessful  in its attempt to exploit  commercially  the medical
devices, and became illiquid during the first quarter of 1986.

     The Company's  corporate charter was revoked in 1986 by the State of Nevada
for failure to file required  documents and pay associated  fees. On February 1,
1995, the corporate charter was revived and the Directors of the Board appointed
the current directors, then resigned.

     It is the  intention  of the new  management  to  bring  its  SEC  periodic
reporting to date in order that the Company might be potentially attractive to a
private business that has interest in becoming a publicly-held company,  without
the  expense and time delay  involved  in  distributing  its  securities  to the
public.

Proposed Business

     The Company intends to locate and combine with an existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

     Pending  negotiation  and  consummation  of  a  combination,   the  Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

     If the Company's  management pursues one or more combination  opportunities
beyond  the  preliminary   negotiations   stage  and  those   negotiations   are
subsequently  terminated,  it is foreseeable  that such efforts will exhaust the
Company's ability to continue to seek such combination  opportunities before any
successful  combination can be consummated.  In that event, the Company's common
stock will become  worthless  and  holders of the  Company's  common  stock will
receive a nominal  distribution,  if any,  upon the  Company's  liquidation  and
dissolution.



Page 2

<PAGE>



Combination Suitability Standards

     In its pursuit for a combination  partner, the Company's management intends
to consider only combination candidates which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     (1)  will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

     The Company's  officers and  directors  will make these  determinations  by
asking  pertinent  questions  of  the  management  of  prospective   combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings.  However, the officers and directors of
the  Company  will  not  generally  take  other  steps to  verify  independently
information  obtained in this manner which is favorable.  Unless something comes
to their  attention  which  puts them on notice of a  possible  disqualification
which is being  concealed  from  them,  such  persons  will rely on  information
received from the management of the prospective  combination  candidate and from
others who may be involved in the combination proceedings.

Item 2.  Description of Property.
---------------------------------

         The Company has no properties.



Page 3

<PAGE>



Item 3.  Legal Proceedings.
---------------------------

     The Company is not a party to any  material  pending nor is it aware of any
threatened legal proceeding.

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

         No matters were  submitted to securities  holders during the year ended
December 31, 1997..

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------

Market Information

     The stock does not trade on any  exchange  or the OTC  market.  There is no
known public market for this security.
     As of January 1, 1998,  there were 2494 holders on record of the  Company's
common stock, holding a total of 44,093,967 shares.

Dividend Policy

     The Company has never paid any  dividends  on its common stock and does not
have any current plan to pay any dividends in the foreseeable future.


Item 6.  Management's Discussion and Analysis of Financial
         Condition and Plan of Operation.
         -------------------------------
Discussion of Financial Condition

     The Company  currently has no revenues,  no operations  and owns no assets.
The  Company  will  remain  illiquid  until such time as a business  combination
transaction  occurs, if ever. No prediction of the future financial condition of
the Company can be made.

     The Company's independent auditor,  S.W. Hatfield & Associates,  expressed,
in its opinion on the Company's audited financial statements,  substantial doubt
about the Company's ability to continue as a going concern. Reference is made to
the  financial  statements  of  the  Company  included  elsewhere  herein,  and,
specifically,  to the Independent  Auditor's  Report and Note A in the financial
statements of the Company.

Plan of Business

     General.  The  Company  intends to locate  and  combine  with an  existing,
privately-held  company which is profitable or, in management's view, has growth
potential,  irrespective  of the industry in which it is engaged.  However,  the
Company does not intend to combine with a private company which may be deemed to
be an  investment  company  subject to the  Investment  Company  Act of 1940.  A
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
Company's  common  stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.

Page 4

<PAGE>



     Pending  negotiation  and  consummation  of  a  combination,   the  Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

     If the Company's  management pursues one or more combination  opportunities
beyond  the  preliminary   negotiations   stage  and  those   negotiations   are
subsequently  terminated,  it is foreseeable  that such efforts will exhaust the
Company's ability to continue to seek such combination  opportunities before any
successful  combination can be consummated.  In that event, the Company's common
stock will become  worthless  and  holders of the  Company's  common  stock will
receive a nominal  distribution,  if any,  upon the  Company's  liquidation  and
dissolution.

     Combination  Suitability  Standards.  In  its  pursuit  for  a  combination
partner,   the  Company's   management  intends  to  consider  only  combination
candidates which are profitable or, in management's view, have growth potential.
The  Company's  management  does not intend to pursue any  combination  proposal
beyond the preliminary  negotiation  stage with any combination  candidate which
does not furnish the Company with audited financial  statements for at least its
most recent fiscal year and unaudited  financial  statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial  statements in a timely  manner.  The Company will, if
necessary  funds are  available,  engage  attorneys  and/or  accountants  in its
efforts to  investigate  a  combination  candidate  and to consummate a business
combination.  The  Company  may  require  payment  of fees  by such  combination
candidate  to fund the  investigation  of such  candidate.  In the event  such a
combination candidate is engaged in a high technology business,  the Company may
also obtain  reports  from  independent  organizations  of  recognized  standing
covering  the  technology  being  developed  and/or used by the  candidate.  The
Company's limited  financial  resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance that
the Company will have sufficient  funds to obtain such reports when  considering
combination  proposals  or  candidates.  To the extent the  Company is unable to
obtain  the  advice  or  reports  from  experts,   the  risks  of  any  combined
enterprise's being unsuccessful will be enhanced.  Furthermore, to the knowledge
of the Company's  officers and  directors,  neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:

     (1)  will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

     The Company's  officers and  directors  will make these  determinations  by
asking  pertinent  questions  of  the  management  of  prospective   combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings.  However, the officers and directors of
the Company will not generally take other steps to verify independently

Page 5

<PAGE>



information  obtained in this manner which is favorable.  Unless something comes
to their  attention  which  puts them on notice of a  possible  disqualification
which is being  concealed  from  them,  such  persons  will rely on  information
received from the management of the prospective  combination  candidate and from
others who may be involved in the combination proceedings.


Item 7.  Financial Statements.


<PAGE>

                        ASSOCIATED MEDICAL DEVICES, INC.
                                    CONTENTS



                                                                           Page

Report of Independent Certified Public Accountants                          F-2

Financial Statements

   Balance Sheets as of December 31, 1997 and 1996                          F-3

   Statements of Operations
     for the years ended December 31, 1997 and 1996                         F-4

   Statement of Changes in Shareholders' Equity
     for the years ended December 31, 1997 and 1996                         F-5

   Statements of Cash Flows
     for the years ended December 31, 1997 and 1996                         F-6

   Notes to Financial Statements                                            F-7




                                                                            F-1

<PAGE>


S. W. HATFIELD + ASSOCIATES
certified public accountants

Members:   American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Associated Medical Devices, Inc.

We have audited the accompanying  balance sheets of Associated  Medical Devices,
Inc. (a Nevada  corporation)  as of  December  31, 1997 and 1996 and the related
statements of  operations,  changes in  shareholders'  equity and cash flows for
each of the years then ended. These financial  statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Associated  Medical Devices,
Inc. as of December 31, 1997 and 1996 and the related  statements of operations,
changes  in  shareholders'  equity and cash flows for the each of the years then
ended, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.




                                           /s/ S. W. HATFIELD + ASSOCIATES
                                               ---------------------------
                                               S. W. HATFIELD + ASSOCIATES
Dallas, Texas
January 29, 1998


                      Use our past to assist your future sm

           P. O. Box 820392 o Dallas, Texas 75382-0392 o 214-342-9635
        9236 Church Road, Suite 1040 o Dallas, Texas 75231 o 800-244-0639
                  214-342-9601 (fax) o SWHCPA@aol.com (e-mail)

                                                                            F-2

<PAGE>

<TABLE>

<CAPTION>

                        ASSOCIATED MEDICAL DEVICES, INC.
                                 BALANCE SHEETS
                           December 31, 1997 and 1996


<S>                                                                             <C>     

                                                                     1997          1996
                                                                 -----------     -----------       
                                     ASSETS

Current assets                                                   $         -    $         -
                                                                                 

     Total Assets                                                $         -    $         -
                                                                                



                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
   Current liabilities
     Accounts payable - trade                                    $     4,248    $     2,832
                                                                 -----------    -----------                 

Commitments and contingencies


Shareholders' equity Common stock - $0.001 par value 
     50,000,000 shares authorized 
     44,093,967 and 44,123,967 shares
     issued and outstanding,  respectively                            44,094         44,124
   Additional paid-in capital                                      2,708,394      2,708,510
   Accumulated deficit                                            (2,756,736)    (2,755,320)
                                                                 -----------    ----------- 
                                                                      (4,248)        (2,686)
   Treasury stock - at cost (30,000 shares)                                -           (146)
                                                                 -----------    ----------- 

       Total shareholders' equity                                     (4,248)        (2,832)
                                                                 -----------    ----------- 

Total Liabilities and Shareholders' Equity                       $         -    $         -
                                                                 ===========    ===========

</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                            F-3

<PAGE>



                        ASSOCIATED MEDICAL DEVICES, INC.
                            STATEMENTS OF OPERATIONS
                     Years ended December 31, 1997 and 1996


                                                      1997            1996
                                                  ------------    ------------ 

Revenues                                          $          -    $          -
                                                  ------------    ------------


Expenses
   General and administrative expenses                   1,416           1,416
                                                  ------------    ------------

     Total operating expenses                            1,416           1,416
                                                  ------------    ------------

Loss from Operations                                    (1,416)         (1,416)

Provision for income taxes                                   -               -
                                                  ------------    ------------

Net Loss                                          $     (1,416)   $     (1,416)
                                                  ============    ============

Net loss per weighted-average
   share of common stock outstanding                       nil             nil

Weighted-average number of shares
   of common stock outstanding                      44,123,884      44,123,967
                                                  ============    ============



The accompanying notes are an integral part of these financial statements.
                                                                            F-4

<PAGE>


<TABLE>

<CAPTION>
                        ASSOCIATED MEDICAL DEVICES, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years ended December 31, 1997 and 1996

<S>                                                                             <C>       <C>            <C>     


                                                            Additional                     Treasury
                                       Common Stock          paid-in       Accumulated       stock
                                   Shares       Amount       capital         deficit        at cost         Total
                               -----------    -----------   -----------    -----------     -----------   ----------- 
Balances at
   January 1, 1996              44,123,967    $    44,124    $ 2,708,510    $(2,753,904)   $      (146)   $    (1,416)

Net loss for the year                    -              -              -         (1,416)             -         (1,416)
                               -----------    -----------    -----------    -----------    -----------    -----------

Balances at
   December 31, 1996            44,123,967         44,124      2,708,510     (2,755,320)          (146)        (2,832)

Retirement of Treasury Stock       (30,000)           (30)          (116)          --              146           --

Net loss for the year                    -              -              -         (1,416)             -         (1,416)
                               -----------    -----------    -----------    -----------    -----------    -----------

Balances at
   December 31, 1997            44,093,967    $    44,094    $ 2,708,394    $(2,756,736)   $         -    $    (4,248)
                               ===========    ===========    ===========    ===========    ===========    ===========


</TABLE>



The accompanying notes are an integral part of these financial statements.
                                                                            F-5

<PAGE>



                        ASSOCIATED MEDICAL DEVICES, INC.
                            STATEMENTS OF CASH FLOWS
                     Years ended December 31, 1997 and 1996



                                                             1997        1996
                                                          ----------   ------- 

Cash Flows from Operating Activities
     Net loss for the period                              $   (1,416)  $(1,416)
     Adjustments to reconcile net loss
       to net cash provided by operating
       activities
         Increase in accounts payable - trade                  1,416     1,416
                                                          ----------   -------

Net cash provided by operating activities                          -         -
                                                          ----------   -------


Cash Flows from Investing Activities                               -         -
                                                          ----------   -------


Cash Flows from Financing Activities                               -         -
                                                          ----------   -------


Increase (Decrease) in Cash                                        -         - 

Cash at beginning of period                                        -         - 
                                                          ----------   -------

Cash at end of period                                     $        -   $  - 
                                                          ==========   =======


SUPPLEMENTAL DISCLOSURE OF
   INTEREST AND INCOME TAXES PAID

     Interest paid for the year                           $        -   $     -
                                                          ==========   =======
     Income taxes paid for the year                       $        -   $     -
                                                          ==========   =======



The accompanying notes are an integral part of these financial statements.
                                                                            F-6

<PAGE>


                        ASSOCIATED MEDICAL DEVICES, INC.

                          NOTES TO FINANCIAL STATEMENTS



Note A - Organization and Description of Business

Associated  Medical Devices,  Inc.  (Company) was incorporated under the laws of
the State of Nevada on March 11,  1980 for the  development,  and  marketing  of
various medical  devices.  Due to the non-payment of required fees and filing of
required  reports,  the Company  forfeited its corporate charter during 1986 and
was revived in February 1995. The Company had an initial year-end of May 31 and,
effective  December  31, 1997,  the  Company's  Board of  Directors  changed its
year-end to  December  31. The  accompanying  financial  statements  reflect the
change in year-end to December 31.

In  September  1980,  the  Company  successfully  completed  a public  offering,
pursuant to a Registration  Statement under The Securities Act of 1933,  raising
net proceeds to the Company of approximately $1,957,000.

The Company was  unsuccessful in its attempt to bring several medical devices to
the marketplace and the Company became  insolvent by the second quarter of 1987.
All assets,  liabilities  and operations  were  subsequently  liquidated and the
Company became dormant.

The  Company  has  had  no  operations,   assets  or  liabilities   since  1987.
Accordingly,  the  Company  is  dependent  upon  management  and/or  significant
shareholders to provide  sufficient working capital to preserve the integrity of
the  corporate  entity  at  this  time.  It is  the  intent  of  management  and
significant  shareholders to provide  sufficient  working  capital  necessary to
support and preserve the integrity of the corporate entity.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Note B - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

2.   Loss per share
     --------------

     Loss per  share of common  stock is  computed  using  the  weighted-average
     number of shares outstanding during each respective period presented. As of
     December 31, 1997, the Company has no outstanding  stock warrants,  options
     or  convertible  securities  which  could be  considered  as  dilutive  for
     purposes of the loss per share calculation.


Note C - Common Stock Transactions

Effective  December  31, 1997,  the  Company's  Board of Directors  approved the
retirement and cancellation of 30,000 shares of outstanding common stock held by
the Company as treasury stock.


                                                                            F-7

<PAGE>


Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
Financial Disclosures.
---------------------

     The former auditor of the Company had no disagreement with the Company with
respect to accounting and financial disclosure matters. A current report on Form
8-K relating to the change in  independent  by the Company is to be filed in the
near future.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
--------------------------------------------------------------------------------
With Section 16(a) of the Exchange Act.
---------------------------------------

The following table sets forth the officers and directors of the Company.


Name                     Position                             Age

Glenn A. Little           President and Director               44

Matthew Blair            Secretary and Director                42


Set forth below is a description of the  backgrounds of each of the officers and
directors of the Company.

Glenn A.  Little,  is a  graduate  of The  University  of  Florida,  Gainesville
(Bachelor  of Science in  Business  Administration)  and the  American  Graduate
School of International  Management  (Master  International  Management) and has
been the  principal  of Little and  Company  Investment  Securities  (LITCO),  a
Securities  Broker/Dealer with offices in Midland,  Texas since 1979. Mr. Little
currently serves as an officer of other inactive public  corporations having the
same business purpose as the Company.

Before founding LITCO Mr. Little was a stockbroker with Howard,  Weil, Labouisse
Friedrich in New Orleans and Midland and worked for the First  National  Bank of
Commerce in New Orleans, Louisiana.


Matthew Blair is a solo  practitioner of law in Midland,  Texas.  Before opening
his practice he served in the Legal Department of the Federal Deposit  Insurance
Corporation  (FDIC),  Midland,  Texas  where he  gained  exposure  to  corporate
structures and debt workouts.  His employment  before the FDIC  appointment  was
with Texas American Energy and Exxon Corporation.  Mr. Blair received a Bachelor
of Arts in  Government  from The  University of Texas at Austin (1975) and Juris
Doctor from Texas Tech University  School of Law (1979). He is licensed in every
state court in Texas,  United  States  District  Court (Texas) and in The United
States Supreme Court.



Page 13

<PAGE>




Item 10. Executive Compensation.
--------------------------------

     The Company's management is not currently compensated for services provided
to the Company,  and no compensation has been accrued and none is expected to be
accrued in the future.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     The  following  table set forth  the  names  and  addresses  of each of the
persons known by the Company to own beneficially 10% or more of the common stock
of the Company,  as well as the common  stock  ownership of each of the officers
and directors of the Company.


Name and Address            Number of Shares       Percentage of Ownership (1)

Glenn A. Little                    -0-                        -0-
211 West Wall
Midland, Texas 79701

Matthew Blair                      -0-                        -0-
P.O. Box 10133
Midland, Texas 79710

J. Lynn Rhodes                6,171,000                       13.98%
1964 28th Avenue
Greely, Colorado 80631


Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

The  Company's  President,  Glenn A. Little,  has agreed to provide funds to the
Company  sufficient to covers the Company expenses  relating to its SEC periodic
reporting and other minor corporate expenses.

Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------

Exhibits

                  None.

Reports on Form 8-K

No Current Report on Form 8-K was filed during the year ended December 31, 1997.
The  Company  intends  to file a Current  Report on Form 8-K with  respect  to a
change in the Company's independent auditor in the near future.





Page 14

<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: February 3, 1998

Associated Medical Devices, Inc.


/s/ Glenn A. Little
    ----------------------------
By: Glenn A. Little
    President



In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.





/s/  Glenn A. Little                                          February 3, 1998
     -----------------------------------------
     Glenn A. Little
     President, (Chief Executive Officer,
     Principal Financial Officer) and Director


/s/  Matthew Blair                                            February 3, 1998
     -----------------------------------------
     Matthew Blair
     Secretary and Director

Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Exchange Act by Non-reporting Issuers.

     As of the date of this Annual  Report on Form 10-KSB,  no annual  report or
proxy  material  has  been  sent  to  security  holders  of the  Company.  It is
anticipated  that an annual  report  and proxy  material  will be  furnished  to
security holders subsequent to the filing of this Annual Report on Form 10-KSB.








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