UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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(Mark one)
    XX     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--------   ACT OF 1934


                For the quarterly period ended December 31, 1994

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

         For the transition period from ______________ to _____________

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                       Commission File Number: 33-40808-A

                       SPECTRUM PHARMACEUTICAL CORPORATION
        (Exact name of small business issuer as specified in its charter)

         Florida                                              65-0260247
(State of incorporation)                                (IRS Employer ID Number)

                         36 Valley View, Irvine CA 96212
                    (Address of principal executive offices)

                                 (949) 856-1277
                           (Issuer's telephone number)


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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       NO X

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: April 30, 1999: 6,911,165

Transitional Small Business Disclosure Format (check one):      YES       NO X



<PAGE>



                       SPECTRUM PHARMACEUTICAL CORPORATION

               Form 10-QSB for the Quarter ended December 31, 1994

                                Table of Contents


                                                                            Page
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation          9


Part II - Other Information

  Item 1   Legal Proceedings                                                 10

  Item 2   Changes in Securities                                             10

  Item 3   Defaults Upon Senior Securities                                   10

  Item 4   Submission of Matters to a Vote of Security Holders               10

  Item 5   Other Information                                                 10

  Item 6   Exhibits and Reports on Form 8-K                                  10


Signatures                                                                   10



                                                                               2

<PAGE>

<TABLE>

<CAPTION>


Part 1 - Item 1 - Financial Statements

                       SPECTRUM PHARMACEUTICAL CORPORATION
                                 BALANCE SHEETS
                           December 31, 1994 and 1993

                                   (Unaudited)

                                                               1994         1993
                                                             ---------    ---------
<S>                                                          <C>          <C>

                                     ASSETS
Current Assets
   Cash on hand and in bank                                  $    --      $       3
   Prepaid expenses                                               --          5,000
                                                             ---------    ---------
      Total current assets                                        --          5,003
                                                             ---------    ---------

Property and Equipment - At Cost
   Office furniture and equipment                                3,487        3,487
   Less accumulated depreciation                                (1,535)      (1,035)
                                                             ---------    ---------
      Net property and equipment                                 1,952        2,452
                                                             ---------    ---------

Other Assets
   Organization costs, net of accumulated
      amortization of $25,928 and $17,532, respectively         16,044       24,440
   Patents                                                      20,000       20,000
                                                             ---------    ---------
      Total other assets                                        36,044       44,440
                                                             ---------    ---------

Total Assets                                                 $  37,996    $  51,895
                                                             =========    =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Accounts payable - trade                                  $    --      $ 112,495
   Due to officer/shareholder                                  (28,750)      83,787
   Other                                                          --         20,950
                                                             ---------    ---------
      Total current liabilities                                (28,750)     217,232
                                                             ---------    ---------

Commitments and Contingencies

Shareholders' Equity
   Common stock - $0.001 par value.  25,000,000 shares
      authorized.  6,911,165 and 4,036,165 issued
      and outstanding, respectively                              6,911        4,036
   Additional paid-in capital                                  926,021      516,364
   Deficit accumulated during the development phase           (866,186)    (685,737)
                                                             ---------    ---------
      Total shareholders' equity                                66,746     (165,337)
                                                             ---------    ---------

Total Liabilities and Shareholders' Equity                   $  37,996    $  51,895
                                                             =========    =========

</TABLE>


The accompanying notes are an integral part of these financial  statements.  The
financial  information  presented herein has been prepared by management without
audit by independent certified public accountants.

                                                                               3

<PAGE>

<TABLE>

<CAPTION>

                       SPECTRUM PHARMACEUTICAL CORPORATION
                            STATEMENTS OF OPERATIONS
             Nine and Three months ended December 31, 1994 and 1993

                                   (Unaudited)


                                       Nine months    Nine months    Three months   Three months
                                           ended         ended          ended          ended
                                       December 31,   December 31,   December 31,   December 31,
                                           1994          1993           1994          1993
                                       ------------   ------------   -------------  ------------
<S>                                    <C>            <C>            <C>            <C>


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

Expenses
   General and administrative               98,700        118,245         35,900         47,744
   Depreciation and amortization             6,672          6,672          2,224          2,224
                                       -----------    -----------    -----------    -----------

      Total expenses                       105,372        124,917         38,124         49,968
                                       -----------    -----------    -----------    -----------

Net Loss                               $  (105,372)   $  (124,917)   $   (38,124)   $   (49,968)
                                       ===========    ===========    ===========    ===========

Loss per weighted-average
   share of common stock outstanding        $(0.02)        $(0.03)        $(0.01)        $(0.01)
                                              ====           ====           ====           ====

Weighted-average number of shares
   of common stock outstanding           6,856,274      3,639,801      6,881,165      4,036,165
                                       ===========    ===========    ===========    ===========
</TABLE>


The accompanying notes are an integral part of these financial  statements.  The
financial  information  presented herein has been prepared by management without
audit by independent certified public accountants.
                                                                               4

<PAGE>

<TABLE>

<CAPTION>

                       SPECTRUM PHARMACEUTICAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                  Nine months ended December 31, 1994 and 1993
                                   (Unaudited)

                                                                         Nine months   Nine months
                                                                            ended         ended
                                                                         December 31,  December 31,
                                                                           1994          1993
                                                                         ------------  ------------
<S>                                                                       <C>          <C>

Cash Flows from Operating Activities
   Net Loss                                                               $(105,372)   $(124,917)
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Depreciation and amortization                                        6,672        6,672
         Common stock issued for consulting fees                             14,950         --
         (Increase) decrease in
            Prepaid expenses                                                   --           --
         Increase (decrease) in
            Accounts payable and other accrued liabilities                     --         11,101
            Due to officer/shareholder                                       83,750      107,012
                                                                          ---------    ---------
Net cash provided by (used in) operating activities                            --           (132)
                                                                          ---------    ---------


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


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


Increase (Decrease) in Cash and Cash Equivalents                               --           (132)

Cash and cash equivalents at beginning of period                               --            135
                                                                          ---------    ---------

Cash and cash equivalents at end of period                                $    --      $       3
                                                                          =========    =========

Supplemental Disclosures of Interest and Income Taxes Paid

      Interest paid during the period                                     $    --      $    --
                                                                          =========    =========
      Income taxes paid (refunded)                                        $    --      $    --
                                                                          =========    =========

Supplemental Disclosures of Non-Cash Investing and Financing Activities

   Issuance of 2,500,000 shares of common stock in payment of
      amounts due to officer/shareholder and assumption of
      various liability accounts                                          $ 355,982    $    --
                                                                          =========    =========

   Issuance of 1,000,000 shares of common stock in payment
      of amounts due to officer/shareholder                               $    --      $ 163,119
                                                                          =========    =========

</TABLE>


The accompanying notes are an integral part of these financial  statements.  The
financial  information  presented herein has been prepared by management without
audit by independent certified public accountants.

                                                                               5

<PAGE>



                       SPECTRUM PHARMACEUTICAL CORPORATION

                          Notes to Financial Statements


Note 1 - Basis of Presentation

Spectrum  Pharmaceutical  Corporation (Company) was incorporated on May 29, 1990
as  Interamerican  Pharmaceutical  Corporation  under  the laws of the  State of
Florida. The Company changed its name to Spectrum Pharmaceutical  Corporation in
April 1991. The Company was originally  formed to engage in the  development and
marketing  of  certain  products   utilizing  the  chemical   compound  procaine
hydrochloride  for the treatment of tinnitus,  certain  symptoms of  Alzheimer's
Disease  and  cocaine  addiction.  The Company  received a patent  covering  its
products for the specifically named conditions and diseases.

The Company has generated no operating revenues from inception. Accordingly, the
Company is considered to be in the development stage.  Accordingly,  the Company
is fully dependent upon management  and/or  significant  stockholders to provide
sufficient  working  capital to preserve the integrity of the  corporate  entity
during this phase. It is the intent of management and  significant  stockholders
to provide  sufficient  working  capital  necessary  to support and preserve the
integrity of the corporate entity.

During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the U. S. Securities and Exchange  Commission.
The information  presented  herein does not include all disclosures  required by
generally accepted accounting  principles and the users of financial information
provided for interim  periods should refer to the annual  financial  information
and footnotes  contained in its Annual Report Pursuant to Section 13 or 15(d) of
The  Securities  Exchange Act of 1934 on Form 10-KSB when  reviewing the interim
financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending March 31, 1995.

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 2 - Summary of Significant Accounting Policies

a.)   Cash and cash equivalents

      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.


                                                                               6

<PAGE>


                       SPECTRUM PHARMACEUTICAL CORPORATION

                    Notes to Financial Statements - Continued


Note 3 - Common stock transactions

In April 1994, the Company issued 2,500,000  shares of unregistered,  restricted
common  stock  to its  President  and  Chief  Executive  Officer,  who is also a
shareholder of the Company, in payment of approximately $233,000 in accrued, but
unpaid,  compensation and advances and the assumption of responsibility  for all
trade accounts payable and other liabilities, totaling approximately $133,000.

At various times during  Fiscal 1995,  the Company  issued an aggregate  115,000
shares of unregistered,  restricted common stock to an individual and a law firm
as compensation  for professional  services.  These  transactions  were recorded
using an estimated fair value of  approximately  $0.13 per share,  or $14,950 in
the aggregate,  which  approximates  the value of the services  provided and the
equivalent  valuation  on the shares  issued to satisfy  the  payment of accrued
executive  compensation  and  repayment of officer  advances as discussed in the
preceding paragraph.

In July 1994, in conjunction with the issuance of 25,000 shares of unregistered,
restricted  common  stock  for  services,  the  Company  issued  options  to  an
individual  to  purchase  up to an  additional  25,000  shares of  unregistered,
restricted common stock for $0.50 per share.

In July 1993, the Company issued 1,000,000  shares of  unregistered,  restricted
common  stock to its chief  executive  officer  and  shareholder  in  payment of
approximately $163,000 in advances and accrued, but unpaid, compensation through
March 31, 1993.

At various times during  Fiscal 1994,  the Company  issued an aggregate  260,000
shares of unregistered,  restricted common stock to an individual and a law firm
as compensation  for professional  services.  These  transactions  were recorded
using an estimated fair value of  approximately  $0.16 per share,  or $41,600 in
the aggregate,  which  approximates  the value of the services  provided and the
equivalent  valuation  on the shares  issued to satisfy  the  payment of accrued
executive  compensation  and  repayment of officer  advances as discussed in the
preceding paragraph.


Note 4 - Contingencies

On June 1, 1992, the Company entered into an Employment Contract (Contract) with
an  individual  to serve as the  Company's  President.  The Contract  requires a
annual base salary,  as specified to use the Contract's  anniversary  dates,  as
follows:

                      June 1, 1992 to May 31, 1993                   $   85,000
                      June 1, 1993 to May 31, 1994                      105,000
                      June 1, 1994 to May 31, 1995                      115,000
                      June 1, 1995 to May 31, 1996                      125,000
                      June 1, 1996 to May 31, 1997                      135,000
                      June 1, 1997 to May 31, 1998                      145,000
                      June 1, 1998 to May 31, 1999                      155,000

Additionally, the Contract provides for discretionary bonuses, paid vacation and
sick leave time, use of a Company  automobile or reimbursement  for the use of a
personal  automobile and various normal  insurance  coverage for life and health
coverages.


                                                                               7

<PAGE>



                       SPECTRUM PHARMACEUTICAL CORPORATION

                    Notes to Financial Statements - Continued


Note 4 - Contingencies - Continued

The Company and its President are  defendants in a case initiated in August 1992
in Circuit  Court for the 15th Judicial  Circuit for Palm Beach County,  Florida
seeking  damages  related  to the  termination  of a  partnership  which was the
predecessor to the Company.  In February 1999, this litigation was authorized to
be settled by the Company's Board of Directors  through the  transference of the
patent assigned to the Company to the plaintiff.









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                                                                               8

<PAGE>



Part I - Item 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
       AND RESULTS OF OPERATIONS


(1)    Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.


(2)    Results of Operations, Liquidity and Capital Resources

As of the  date of  this  filing,  the  Company  has no  operations,  assets  or
liabilities.  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 Company is currently seeking a suitable merger or acquisition candidate.


(3)    Year 2000 Considerations

The Year 2000 (Y2K) date change is believed to affect  virtually  all  computers
and  organizations.  The Company has  undertaken a  comprehensive  review of its
information  systems,  including  personal  computers,  software and  peripheral
devices,  and its  general  communications  systems.  The  Company has no direct
electronic  links with any  customer or supplier.  In addition,  the Company has
held discussions with certain of its software  suppliers with respect to the Y2K
date change.  The Company has  completed its detailed  review,  as a preliminary
assessment and the Company believes, as of the date of this filing, that it will
not be  required  to modify or  replace  significant  portions  of its  computer
hardware or software and any such modifications or replacements are, or will be,
readily available. The Company has no known direct Y2K exposures and anticipates
that any costs associated with the Y2K date change compliance to have a material
effect on its financial  position or its results of operations.  There can be no
assurance until January 1, 2000, however, that all of the Company's systems, and
the systems of its suppliers,  shippers,  customers or other  external  business
partners will function adequately.





                (Remainder of this page left blank intentionally)


                                                                               9

<PAGE>



Part II - Other Information

Item 1 - Legal Proceedings

       None

Item 2 - Changes in Securities

       None

Item 3 - Defaults on Senior Securities

       None

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

       The Company has held no regularly  scheduled,  called or special meetings
       of shareholders during the reporting period.

Item 5 - Other Information

       None

Item 6 - Exhibits and Reports on Form 8-K

   None


                                   SIGNATURES

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

                                             SPECTRUM PHARMACEUTICAL CORPORATION


May 26, 1999                                    /s/ Howard I. Wertheim
                                             -----------------------------------
                                                            Howard I. Wertheim
                                                        President and Director





                                                                              10