EUROMED, INC.
                           8214 WESTCHESTER SUITE 500
                               DALLAS, TEXAS 75225
                                  214-692-3544
                                  214-987-2091



December 01, 1998


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention:        John L. Krug
                  Mail Stop 7-6

Re:               EuroMed, Inc.

Dear Mr. Krug:

On behalf of EuroMed, Inc. I hereby transmitt the Amendment 1 to the 10k for the
period end 06/30/97.


Best Regards,

Elbert G. Tindell
Chairman of the Board

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 Amendment No. 1

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                                       OR

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

           FOR THE TRANSITION PERIOD FROM _______________ TO _________________ 

                                  EUROMED, INC.
             (Exact name of registrant as specified in its charter)

                         COMMISSION FILE NUMBER 0-27720
<TABLE>
<S>                                                                                     <C>


                                 NEVADA                                                    88-0317700
                     (State or other jurisdiction of                                    (I.R.S. Employer
                     incorporation or organization)                                    Identification No.)

                       8214 Westchester, Suite 500
                              Dallas, Texas                                                   75225
                (Address of principal executive offices)                                   (Zip Code)
</TABLE>

                                  214-220-0693
              (Registrant's telephone number, including area code)

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 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

As  of  December  01,1998,  there  were  1,407,000  shares  outstanding  of  the
registrant's common stock, $0.01 par value.
     --------------------------------------------






<PAGE>


                                      INDEX

                          PART I. FINANCIAL INFORMATION

                                                                        PAGE NO.
                                                                 --------------

ITEM 1.       FINANCIAL STATEMENTS (UNAUDITED):

         Consolidated Balance Sheets -
                  December 31, 1996 and June 30, 1997                          3

         Consolidated Statements of Operations -
                  Three months and six months ended June 30, 1996 and 1997     5

         Consolidated Statements of Cash Flows -
                  Six months ended June 30, 1996 and 1997                      6

         Notes to Consolidated Financial Statements                            8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                         10


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS 13

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  14

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K   15




 


                         EUROMED, INC. AND SUBSIDIARIES



<PAGE>


                                                                    
                           CONSOLIDATED BALANCE SHEETS
                          (in thousands of US dollars)

<TABLE>

                                                              December 31,                June 30,
                                                                    1996                     1997
                                                                                        (Unaudited)

                                     ASSETS
<S>                                                                 <C>                    <C>

Current Assets
   Cash and cash equivalents                                       $    411             $    275
   Trade accounts receivable                                         1,155                 1,564
   Loan receivable                                                     548                   283
   Due from affiliated companies and
       other related parties                                           695                   520
   Inventory                                                         4,526                 3,609
   Other receivables and prepaid expenses                              349                   110
   Investment in Mutarestes B.V. and Subsidiary,
       net of valuation of allowance of $7,227                       4,502                 3,104
                                                                  --------              --------

       TOTAL CURRENT ASSETS                                          12,186                9,465
                                                                    -------             --------

Vehicles, Furniture and Equipment, at cost                             815                   910
   Less:  Accumulated depreciation and
   amortization                                                       (406)                 (478)
                                                                  --------              --------

       NET VEHICLES, FURNITURE AND
       EQUIPMENT                                                       409                   432
                                                                  --------              --------

Other Assets
   Intangible assets less accumulated
       amortization of $256 and $307
       in 1996 and 1997, respectively                                  607                   586
   Other                                                               172                    51
                                                                  --------             ---------

       TOTAL OTHER ASSETS                                              779                   637
                                                                  --------              --------

       TOTAL ASSETS                                                $13,374               $10,534
                                                                   =======               =======

</TABLE>







                     See accompanying notes to consolidated
                             financial statements.

                         EUROMED, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                          (in thousands of US dollars)
<TABLE>
<CAPTION>

                                                               December 31,            June 30,
                                                                   1996                  1997
                                                                                      (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                              <C>                     <C>

Current liabilities
   Loan payable                                                   $    311              $    311
   Bank overdraft                                                    3,540                 3,632
   Trade accounts payable                                            3,076                 2,481
   Due to affiliated companies, controlling
       interests and other related parties                              69                     -
   Taxes payable and other accrued expenses                          1,061                 1,464
                                                                  --------              --------

       TOTAL CURRENT LIABILITIES                                     8,057                 7,888

Long-term debts
   Unsecured loan from B.V. Wisteria                                     -                     -
   Unsecured loan from Hybrida B.V.                                      -                     -
   Unsecured loan from Pantapharma B.V.                                 90                     -
   Other long-term debt                                                  -                     -
                                                                ----------            ----------

       TOTAL LIABILITIES                                             8,147                 7,888
                                                                  --------              --------

Stockholders' Equity
   Preferred Stock, par value $.01 per share;
       5,000,000 shares authorized; no shares
       issued and outstanding                                            -                     -
   Common Stock, par value $.01 per share;
       20,000,000 shares authorized; 4,000,000
       and 2,300,000 shares issued and outstanding,
       respectively                                                     40                    23
   Additional paid-in capital                                       12,013                10,330
   Retained (deficit)                                               (6,661)               (7,547)
   Cumulative currency translation adjustment                          (33)                  (28)
                                                                 ---------             ---------
                                                                     5,359                 2,778

       Less:  23,000 Treasury Shares, at cost                         (132)                 (132)
                                                                  --------              --------

       TOTAL STOCKHOLDERS' EQUITY                                    5,227                 2,646
                                                                  --------              --------

       TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                                      $13,374               $10,534
                                                                   =======               =======


</TABLE>


                     See accompanying notes to consolidated
                             financial statements.

                         EUROMED, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (in thousands of US dollars, except per share data)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                       Three months ended                  Six months ended
                                                     June 30,         June 30,          June 30,        June 30
                                                        1996             1997             1996            1997
                                                     ---------        ----------        --------        ------
<S>                                                    <C>               <C>          <C>                <C>     

Sales                                                  $ 8,508           $7,012          $17,876        $14,144
   Cost of goods sold                                    7,636           6,404            16,185         13,267
                                                         -----           -----        ----------       --------

   Gross profit                                           872              608             1,691           877

Selling, general and administrative expenses              600            1,016             1,091         1,687
                                                      -------       ----------        ----------      --------
Operating Profit (Loss)                                   272             (408)              600          (810)

Interest income                                            78                -               103            29
Interest (expense)                                         (80)           (135)             (151)         (209)
                                                     ----------    -----------       -----------     ---------

Income (loss) before income taxes                         270             (543)             552          (990)

Income tax (expense) benefit                                   (83)        (11)             (189)           104
                                                          ---------------------      ------------     ---------

Net income (loss)                                      $   187         $  (554)          $    363      $  (886)
                                                       =======         ========          ========      ========

Earnings (loss) per share                             $    .06        $   (.15)         $     .14     $   (.24)
                                                      ========        =========         =========     =========
Weighted Average Number of
   Common Shares Outstanding                         3,150,000           3,575,000        2,657,142   3,757,143
                                                          ==================        =========         =========
</TABLE>

 
                     See accompanying notes to consolidated
                             financial statements.
<PAGE>
                         EUROMED, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (in thousands of US dollars)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                   Six months ended
                                                                       June 30,                  June 30,
                                                                         1996                        1997
                                                                       ---------                 --------
<S>                                                                <C>                      <C>           

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                                       $  363                    $ (886)

Adjustments to reconcile cash flows from operations:
         Amortization of intangible assets                                  43                        51
         Depreciation expense                                               65                        72

Changes in operating assets and liabilities:
     Trade accounts receivable                                              530                      (409)
     Due from affiliated companies and other
         related parties                                                    126                       175
     Inventory                                                             (747)                      917
     Other receivables and prepaid expenses                                (164)                      360
     Trade accounts payable                                               1,168                      (897)
     Due to affiliated companies, controlling
         interests and other related parties                                 (1)                      (69)
     Taxes payable and other accrued expenses                               137                       403
                                                                         ------                     ------

Net cash provided by (used in) operating activities                    1,520                        (283)
                                                                  --------------                     -------
</TABLE>





















                     See accompanying notes to consolidated
                             financial statements.

<PAGE>
                         EUROMED, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (in thousands of US dollars)
                                   (UNAUDITED)
                                   (Continued)

 
<TABLE>

                                                                                   Six months ended
                                                                       June 30,                  June 30,
                                                                         1996                        1997
                                                                       ---------                 --------
<S>                                                                    <C>                     <C>

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of intangible assets                                   $  (108)                 $    (30)
     Borrowings by and repayments
         from customers                                                    (433)                      265
     Purchase of vehicles, furniture
         and equipment, at cost                                            (142)                      (95)
                                                                        -------                  ---------

         Net cash (used in) provided by investing activities              (683)                       140
                                                                       -------                   --------

CASH FLOW FROM FINANCING ACTIVITIES:
     Common stock issued                                                    12                        -
     Borrowing under bank overdraft facility                             (2,483)                     92
     Add paid in capital                                                   5,862                        -
     Change in long-term debt                                              (879)                    (90)
                                                                        -------                  ---------

         Net cash provided by financing activities                         2,512                     2
                                                                       -   -----                 ---------

Effect of currency translation adjustment on cash                           13                       5
                                                                       -------                   ---------

Net increase (decrease) in cash and cash equivalents                      3,362                     (136)

Cash and cash equivalents
     at the beginning of the six month period                                 64                       411
                                                                         -------                  --------

Cash and cash equivalents
     at the end of the six month period                                   $3,426                   $   275
                                                                          ======                   =======

Cash paid during the six month period:
     Interest                                                            $    91                  $    135
     Income taxes                                                        $     -                  $       -

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
     AND FINANCING ACTIVITIES:
         Common stock                                                   $      -                 $    (17)
         Additional paid-in-capita                                             -                   (1,683)
         Reduction in investment in Mutarestes B.V.                            -                    1,700
                                                                       --------         ---------------
                                                                        $      -                  $    -
                                                                        ========                  ==========

</TABLE>



                     See accompanying notes to consolidated
                             financial statements.

                         EUROMED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1997

a.       Interim Financial Statements

The consolidated  financial information for the interim periods presented herein
has  not  been  audited  by  independent  accountants,  but  in the  opinion  of
management,  all adjustments  (consisting only of normal recurring  adjustments)
necessary for a fair presentation of the condensed  consolidated  balance sheets
and the  condensed  consolidated  statements  of earnings  and cash flows at the
dates and for the periods  indicated  have been made.  Results of operations for
interim periods are not necessarily  indicative of results of operations for the
respective full years.

b.       Description of business

EuroMed's operating companies,  Galenica, B.V. ("Galenica") and Confedera,  B.V.
("Confedera") (the "Companies"), both based in Oosterhout, The Netherlands, have
a primary  business of the wholesale  distribution of medicines.  The Companies'
customers are primarily located in The Netherlands.  The Companies' products are
readily  available and the Companies are not dependent on a single supplier or a
few suppliers.

c.       Earnings Per Share

Earnings  per share are computed on the  weighted  average  number of shares and
dilutive  equivalent shares of common stock  outstanding  during the three-month
and six month periods ended June 30, 1997, using the treasury stock method.

d.       Investment in Mutarestes B.V. and Subsidiary

The following summarizes the investment in Mutarestes B.V. and Subsidiary at 
the respective balance sheet dates:
<TABLE>
<S>                                                  <C>                              <C>
 

                                                      December 31,                       June 30,
                                                        1996                                1997
                                                  ----------------------------------------------
       Investment in Mutarestes B.V.                  $11,729,500                        $10,331,500
                                                      -----------                        -----------

       Additional settlement costs                        302,000                                  -

       Less:
          Stock returned
              850,000 shares from
                Mutarestes owners @ $1.50              (1,275,000)                                 -
              850,000 shares from
                A. Hinnen, CEO of
                EuroMed @ $.50                           (425,000)                                 -
       Estimated proceeds                              (3,104,000)                        (3,104,000)
                                                       ----------                         ----------
          Net proceeds/investment amount               (4,502,000)                        (3,104,000)
                                                       ----------                         ----------

                    Net loss                           $7,227,500                         $7,227,500
                                                       ==========                         ==========


</TABLE>


<PAGE>


                         EUROMED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Continued)


d.       Investment in Mutarestes B.V. and Subsidiary (Continued)

The  sale of  Mutarestes  B.V.  and  Subsidiary  was  completed  in  July  1997.
Approximately  $500,000 (1,000,000 Duth Guilders) of the proceeds were deposited
in an escrow account.  The Company will receive the escrow  balance,  subject to
certain forfeiture  provisions,  after the Company's  shareholders have approved
the sale.



<PAGE>


ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS.

GENERAL

         EuroMed,   Inc.   ("EuroMed"   or  the   "Company")   is  an   American
pharmaceutical  company  involved in the import and  wholesale  distribution  of
branded  and  generic  medicines  within The  Netherlands,  and in the export of
generic  medicines  throughout  the world.  EuroMed's  business is influenced in
general by various economic,  market and political trends in The Netherlands and
Europe.

         EuroMed  operates through its  wholly-owned  Netherlands  subsidiaries,
Galenica,  B.V.  ("Galenica")  and  Confedera,  B.V.  ("Confedera")  in: (i) the
parallel import of EuroSpecialties,  which are prescription  ("ethical") branded
pharmaceuticals  registered and marketed  throughout Europe under  international
patent and a European brand; (ii) the wholesale  distribution of EuroSpecialties
and  generic   pharmaceuticals  to  pharmacies  and  other  wholesalers  in  The
Netherlands;  (iii) the wholesale  distribution of  DutchSpecialties,  which are
ethical  branded  pharmaceuticals  under  international  patent,  registered and
marketed as a brand  specifically  within The  Netherlands;  (iv) the  wholesale
distribution of over-the-counter  ("non-ethical")  pharmaceuticals to pharmacies
and  other  wholesalers  in The  Netherlands;  and (v)  the  export  of  generic
pharmaceuticals to developing nations of the world.

         Generics  are   therapeutically   equivalent  ethical   pharmaceuticals
manufactured  after  the  expiration  of  any  patents,  and  marketed  as  more
competitively priced substitutes for branded ethical  pharmaceuticals.  Parallel
imports are EuroSpecialties purchased within Europe's supranational free market,
the fifteen member European Union ("EU"),  imported into The Netherlands,  often
repackaged in the Dutch language,  and resold  wholesale to pharmacies and other
wholesalers at an arbitrage profit. Arbitrage is primarily the result of pricing
practices of multinational  pharmaceutical companies,  differing national health
and social policies among EU member states, and currency fluctuations within the
EU. The price differences for identical  EuroSpecialties  in different EU member
states make parallel  trade, or the trade of registered  pharmaceuticals  from a
low-price market into a high-price market, particularly attractive.

         The retail price of pharmaceuticals reflects not only direct production
and local  distribution  costs but also the cost of  research  and  development.
These  costs vary  enormously  from one  country  to  another.  Fluctuations  in
exchange rates, differential pricing by multinational  pharmaceutical companies,
and  varying  levels of  pressure  exerted by the  system  and  social  security
services in different EU member states,  explain the difference in prices within
Europe, especially for relatively old pharmaceuticals.

         On  June  1,  1996,  the  government  of  The  Netherlands  implemented
legislation  that reduced the prices of  pharmaceuticals  to  approximately  the
average  prices for  equivalent  items in  Belgium,  France,  Germany  and Great
Britain.  The law  establishes a prohibition on the sale of  pharmaceuticals  to
retail  pharmacies  at a higher price than the maximum  price  decree.  This has
effectively  reduced the prices paid for  pharmaceuticals  in The Netherlands an
average of 17.5%.

         On March  25,  1997,  the  Board of  Directors  approved  a  five-point
restructuring   plan,   which  has  since  been   implemented.   The  five-point
restructuring  plan  consists  of: (i) a  settlement  of all claims  between the
Company and Messrs.  Doets and Roozekrans,  whereby they returned 850,000 shares
of Common Stock to the Company (on April 18, 1997 these shares were  returned to
the Company  and  cancelled);  (ii) the sale of  Pluripharm  International  B.V.
("Pluripharm")  which took  place on July 4,  1997;  (iii) the return of 850,000
shares of Common stock by B.V.  Wisteria and its affiliates (which took place on
July 4, 1997) (iv) a plan to repurchase  in the  open-market  300,000  shares of
Common Stock; and (v) the undertaking of a new strategy of acquiring  healthcare
related  companies  or assets  outside of The  Netherlands,  including  possible
purchases of health care companies or assets in the United States.

RESULTS OF OPERATIONS

Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996

         Sales. Sales of  pharmaceuticals  decreased 17.6% to $7,012,000 for the
three months ended June 30, 1997 compared with  $8,508,000  for the three months
ended June 30, 1996.  The decrease in sales of  pharmaceuticals  was primarily a
result of the  government  implementing  the  maximum  price law in June of 1996
which had the effect of lowering the consumption of pharmaceutical products from
wholesalers.

         Cost of Goods Sold.  Cost of  pharmaceuticals  sold decreased  16.1% to
$6,404,000  (91.3% of sales) for the three months  ended June 30, 1997  compared
with  $7,636,000  (89.8% of sales) for the three months ended June 30, 1996. The
decrease  in the cost of  pharmaceuticals  sold  was  primarily  a  result  of a
decrease in sales.  EuroMed's  cost of goods sold  percent was  increased by the
selling of inventory  purchased  at static rates and sold for the maximum  price
allowed by The Netherlands maximum price law.

         Gross Profit.  Gross profit decreased 30.3% to $608,000 (8.7% of sales)
for the three months ended June 30, 1997 compared with $872,000 (10.2% of sales)
for the three  months  ended June 30,  1996.  The  decrease in gross  profit was
primarily a result of a decrease in sales, while the decrease in gross profit as
a  percent  of sales was  primarily  a result  of  client  pharmacies  acquiring
products at the rates dictated by the government imposed maximum price law.

         Selling and General and Administrative  Expenses.  Selling, general and
administrative  expenses  increased 69.3% to $1,016,000 (14.5% of sales) for the
three months ended June 30, 1997 compared with $600,000  (7.1% of sales) for the
three  months  ended  June 30,  1996.  The  increase  in  selling,  general  and
administrative  expenses  was  primarily  a result of a decrease in sales and an
increase in the number of  employees,  while the  increase as a percent of sales
was primarily a result of decreased operating efficiencies. Further, the Company
has  experienced  an  increase in  professional  fees  related to the  Company's
divestiture of Pluripharm,  continuing legal fees related to ongoing litigation,
and ongoing financial auditing costs.

         Net  Income.  Results  of  operations  decreased  396%  to  a  loss  of
$(554,000)  (7.9% of sales) for the three months  ended June 30, 1997,  compared
with  $187,000  net income  (2.2% of sales) for the three  months ended June 30,
1996.  The decrease in net income was  primarily  the result of declining  sales
volume and the effect of the  implementation  of the maximum  price law upon the
margins of the Company.

RESULTS OF OPERATIONS

Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

         Sales. Sales of pharmaceuticals  decreased 20.9% to $14,144,000 for the
six months ended June 30, 1997,  compared  with  $17,876,000  for the six months
ended June 30, 1996.  The decrease in sales of  pharmaceuticals  was primarily a
result of the government  implementing the maximum price law in June 1996, which
had the effect of lowering  the  consumption  of  pharmaceutical  products  from
wholesalers.  Further,  the  reduction in EuroMed sales can be attributed to the
loss of retail clients purchasing products related to retail outlet acquisitions
and a more  competitive  product discount program being offered by the Company's
competitors.

         Cost of Goods Sold.  Cost of  pharmaceuticals  sold decreased  18.0% to
$13,267,000  (93.8% of sales) for the six months  ended June 30,  1997  compared
with  $16,185,000  (90.5% of sales) for the six months ended June 30, 1996.  The
decrease  in the cost of  pharmaceuticals  sold  was  primarily  a  result  of a
decrease  in sales,  while the  increase  as a percent of sales was  primarily a
result of a more diversified product inventory. Further, EuroMed's cost of goods
sold percent was increased by the selling of inventory purchased at static rates
and sold for the maximum price allowed by The Netherlands maximum price law.

         Gross Profit.  Gross profit decreased 48.1% to $877,000 (6.2% of sales)
for the six months ended June 30, 1997 compared with $1,691,000  (9.4% of sales)
for the six months  ended June 30,  1996.  The  decrease  in gross  profits  was
primarily a result of a decrease in sales, while the decrease in gross profit as
a  percent  of sales was  primarily  a result  of  client  pharmacies  acquiring
products at the rates dictated by the government imposed maximum price law.

         Selling and General and Administrative  Expenses.  Selling, general and
administrative  expenses  increased 54.6% to $1,687,000 (11.9% of sales) for the
six months ended June 30, 1997 compared with $1,091,000  (6.1% of sales) for the
six  months  ended  June  30,  1996.  The  increase  in  selling,   general  and
administrative  expenses  was  primarily  a result of a decrease in sales and an
increase in the number of employees while the increase as a percent of sales was
primarily a result of decreased operating efficiencies. Further, the Company has
experienced  an  increase  in   professional   fees  related  to  the  Company's
divestiture of Pluripharm,  continuing legal fees related to ongoing litigation,
and ongoing financial auditing costs.

         Net  Income.  Results  of  operations  decreased  344%  to  a  loss  of
$(886,000)  (6.3% of sales) for the six months ended June 30, 1997 compared with
$363,000 net income (2.0% of sales) for the six months ended June 30, 1996.  The
decrease in net income was  primarily  the result of declining  sales volume and
the effect of the  implementation  of the maximum  price law upon the margins of
the Company.


LIQUIDITY AND CAPITAL RESOURCES
         Cash (used in)  operations was ($283,000) for the six months ended June
30, 1997 compared  with  $1,520,000  provided by  operations  for the six months
ended June 30, 1996.  This decrease is a result of the Company's  operating loss
for the six months ended June 30, 1997.

         Net cash provided by financing activities was $2,000 for the six months
ended June 30, 1997 compared with  $2,512,000  for the six months ended June 30,
1996. The Company's initial public offering of shares on March 19, 1996, was the
significant source of cash for the six months ended June 30, 1996.

         Cash and cash  equivalents  at the end of the six months ended June 30,
1997 was $275,000  compared with  $3,426,000 at the end of six months ended June
30, 1996.

         Management  is of the opinion  that the  proceeds  from the  Pluripharm
divestiture,  together with existing borrowing capacity, should be sufficient to
finance and sustain operations at the present level for at least six months.





<PAGE>


                                     PART II

ITEM 1.   LEGAL PROCEEDINGS


         The Company is currently  involved in three legal  proceedings,  two of
which were initiated by the Company against one of its former directors, Gregory
Alan Gaylor,  and the others of which Gaylor filed against the Company and other
parties.  The first of those  lawsuits  is  pending  against  Gaylor  and Robert
Jansonius,  another former Company  director,  in Nevada State Court.  There has
been no  substantive  activity  in this  lawsuit in the past three  months.  The
second  lawsuit was filed by the  Company  against  Gaylor in the United  States
District  Court for the Northern  District of Texas for business  disparagement,
malicious and intentional  interference with Company management,  and violations
of  federal  securities  laws.  Gaylor  failed  to enter an  appearance  in this
lawsuit, and a Default Judgment was entered against Gaylor on June 30, 1997.

         The third lawsuit was filed by Gaylor and Jan Bouwman  (another  former
Company  director),  on behalf of themselves  and other  minority  shareholders,
against the Company and others on May 23, 1997, in the State  District  Court of
Clark County,  Nevada.  The allegations in this third lawsuit include claims for
corporate  misgovernance,  breach  of  fiduciary  duty,  negligence,  breach  of
contract,  and  defamation.  Gaylor and Bouwman  claimed to have  initiated  the
lawsuit  individually and on behalf of  approximately 36 other  shareholders who
allegedly  submitted  proxies to Gaylor and Bouwman to file the lawsuit.  Gaylor
and  Bouwman  initially  obtained  an  ex  parte  temporary   restraining  order
prohibiting the Company's divestiture of Pluripharm  International,  B.V., which
was  subsequently  dissolved  on May 30,  1997.  Thereafter,  Gaylor and Bouwman
amended  their  lawsuit to assert  claims  against the Company  derivatively  on
behalf of all of the Company's  minority  shareholders.  Gaylor and Bouwman also
requested  relief  in the form of a  receivership  and an  injunction,  and such
relief was also denied by the court.  The Company denies the  allegations in the
suit and intends to vigorously defend the case.




<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         On May 26, 1997,  EuroMed held its annual meeting of stockholders  (the
"Meeting").  At the  meeting,  the  stockholders  considered  and voted upon the
following matters with the results indicated:

                  (1)      The following directors, constituting all of the
directors of the Company, were elected to serve as directors for
                           the ensuing year:
<TABLE>
<S>                                                                              <C>                     <C>   

                                                                               Votes For             Votes Against

                          A. Francois Hinnen                                   2,119,700                     4,000
                          Robert W. C. Veldman                                 2,119,700                     4,000
                          David Anderson                                       2,119,700                     4,000
                          Jesse Shelmire IV                                    2,119,700                     4,000
                          Robert Shuey III                                     2,119,700                     4,000
</TABLE>

       (2)        The  stockholders  of the Company  ratified  the  selection of
                  Killman,   Murrell  &  Company,  P.C.  as  independent  public
                  accountants  for  the  Company  for  the  fiscal  year  ending
                  December 31, 1997, by the following vote: 2,119,700 votes for,
                  4,000 votes against.

   Subsequent  to the  meeting,  Mssrs.  Veldman and Anderson  have  resigned as
directors of EuroMed.




<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits


                        Number and Description of Exhibit

Number       Exhibit Description

2.1          Assets and Liabilities Transfer Agreement by and between Pluripharm
             International B.V. and Houdstermaatscheppy B.V. dated July
             4, 1997.(2)
3.1          Restated Articles of Incorporation of the Registrant.(1)
3.2          Bylaws of the Registrant.(1)
4.1          Specimen Common Stock Certificate.(1)
10.1         Summary of Management Contract dated February 15, 1997, by and 
             between EuroMed, Inc. and the Anderson Group.(2)
27.1         Financial Data Schedule.(*)

             *     Filed herewith.

             (1)  Previously filed as an Exhibit to the company's Registration 
                  Statement No. 33-80805 on Form S-1 and incorporated by herein
                     reference.

             (2)  Previouly filed as an Exhibit to Report in Form 8-K dated 
                  July 4, 1997, and incorporated herein by referenced

(b)          Reports of Form 8-K


             None





<PAGE>


                                   SIGNATURES

   Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

EuroMed, Inc.

Dated:   December 1, 1998

       Signature                                                      Title




/s/: Elbert G. Tindell                                    President and
Elbert G. Tindell                                         Chairman of the Board




/s/: Robert A. Shuey, III                               Chief Executive Officer,
Robert A. Shuey, III                                    Chief Financial Officer,
                                                        Treasurer and Director