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 10q for the
period end 03/31/97.


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 MARCH 31, 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


                                 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)

                                  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 March 31, 1997                    3

              Consolidated Statements of Operations -
                       Three months ended March 31, 1996 and 1997              5

              Consolidated Statements of Cash Flows -
                       Three months ended March 31, 1996 and 1997              6

              Notes to Consolidated Financial Statements                       8

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS                              9


                           PART II. OTHER INFORMATION

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K                                12




<PAGE>


                                                                
                         EUROMED, INC. AND SUBSIDIARIES

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


                                                                             December 31,             March 31,
                                                                                 1996                   1997
                                                                                                     (Unaudited)
                                                      ASSETS
<S>                                                                                <C>                     <C>

Current Assets
         Cash and cash equivalents                                                  $    411               $     28
         Trade accounts receivable                                                     1,155                  1,834
         Loan receivable                                                                 548                    571
Due from affiliated companies and other related parties                                  695                    407
         Inventory                                                                     4,526                  4,187
         Other receivables and prepaid expenses                                          349                    392
                  Investment in Mutarested B.V. and Subsidiary, net of                 4,502                  4,502
                                                                                        ------      --         -----
valuation allowance of $7,227
         TOTAL CURRENT ASSETS                                                         12,186                 11,921
                                                                                     -------                ------
Vehicles, Furniture and Equipment, at cost                                               815                    824
         Less: Accumulated depreciation and amortization                                (406)                  (445)
                                                                                       -----      ---         -----
NET VEHICLES, FURNITURE AND EQUIPMENT                                                    409                     379
                                                                                         ----      -----         ---

Other Assets
                  Intangible assets less accumulated amortization of                     607                    581
$256 and $282 in 1996 and 1997, respectively
         Other                                                                          172                      44
                                                                                          ----      --------       --
                  TOTAL OTHER ASSETS                                                     779                    625
                                                                                      ------         ---      ------    
                  TOTAL ASSETS                                                       $13,374                $12,925
                                                                                     =======                =======


</TABLE>







                     See accompanying notes to consolidated
                             financial statements.


<PAGE>


                         EUROMED, INC. AND SUBSIDIARIES

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

                                                                             December 31,             March 31,
                                                                                 1996                   1997
                                                                                                     (Unaudited)
                                        LIABILITIES AND STOKHOLDERS' EQUITY
<S>                                                                             <C>                         <C>

Current liabilties
         Loan payable                                                               $    311                  $ 311
         Bank overdraft                                                                3,540                  3,645
         Trade accounts payable                                                        3,076                  3,391
                  Due to affiliated companies, controlling interests                      69                     --
and other related parties
         Taxes payable and other accrued expenses                                      1,061                    612

                  TOTAL CURRENT LIABILITIES                                            8,057                  7,959

Long-term debts
         Unsecured loan from B.V. Wisteria                                                --                     --
         Unsecured loan from Hybrida B.V.                                                 --                     --
         Unsecured loan from Pantapharma B.V.                                             90                     11
         Other long-term debt                                                             --                     --
                  TOTAL LIABILITIES                                                    8,147                  7,970

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;                                          40                     40
10,00,000 shares authorized 4,000,000 shares issued and outstanding
         Additional paid-in capital                                                   12,013                 12,013
         Retained (deficit)                                                          (6,661)                (6,993)
         Cumulative currency translation adjustment                                     (33)                     27
                                                                                       5,359                  5,087
                  Less: 23,000 Treasury Shares at cost                                 (132)                  (132)
                  TOTAL STOCKHOLDERS' EQUITY                                           5,227                  4,955
                  TOTAL LIABILITIES AND                                              $13,374                $12,925
                    STOCKHODERS EQUITY


</TABLE>




                     See accompanying notes to consolidated
                             financial statements.


<PAGE>


                         EUROMED, INC. AND SUBSIDIARIES

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

                                                                     Three months ended
                                                              March 31,         March 31,
                                                                   1996                1997
                                                              ------------------   --------
<S>                                                          <C>              <C>

Sales                                                         $    9,368        $    7,132
Cost of goods sold                                                 8,549             6,863
                                                              -----------       -----------

Gross profit                                                         819               269

Selling, general and administrative expenses                         491               671
                                                                ----------      ------------
Operating Profit (Loss)                                              328             (402)

Interest income                                                     25                 29
Interest (expense)                                                     (71)           (74)
                                                               -----------         -------

Income (loss) before income taxes                                   282               (447)

Income taxes                                                         106                115
                                                              ----------        -----------

Net income (loss)                                             $      176        $     (332)
                                                              ==========        ==========

Earnings (loss) per share                                     $      0.08       $      (.08)
                                                              ===========       ===========
Weighted Average Number of
      Common Shares Outstanding                               2,287,500         4,000,000
                                                              =========         =========



</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>

                                                                     Three months ended
                                                                    March 31,March 31,
                                                                   1996            1997
<S>                                                          <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                             $   176           $ (332)

Adjustments to reconcile to cash flows from operations:
          Amortization of intangible assets                        21                26
          Depreciation expense                                     30                39

Changes in operating assets and liabilities:
      Trade accounts receivable                                    835             (679)
      Due from affiliated companies and other
          related parties                                            356            288
      Inventory                                                   (1,519)           339
      Other receivables and prepaid expenses                        (648)            62
      Trade accounts payable                                         299            315
      Due to affiliated companies, controlling
          interests and other related parties                          -            (69)
      Taxes payable and other accrued expenses                         51          (449)
                                                               ----------        ------

          Net cash used in operating activities                     (399)          (460)
                                                               ---------         ------




</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>

                                                                     Three months ended
                               March 31,March 31,
                                    1996 1997
<S>                                                                 <C>           <C>

CASH FLOWS FROM INVESTING ACTIVITIES:
      Acquisition of intangible assets                                (6)             -
      Borrowings by and repayments
          from a customer                                              19             -
      Purchase of vehicles, furniture
          and equipment, at cost                                     (42)            (9)
                                                                 -------          -----

          Net cash used in investing activities                      (29)            (9)
                                                                 -------          -----

CASH FLOW FROM FINANCING ACTIVITIES:
      Common stock issued                                             12               -
      Borrowing under bank overdraft facility                        879            105
      Add paid in capital                                          5,932              -
      Long-term debt borrowings                                     (4)              (79)
                                                              -----            --- ----

          Net cash provided by financing activities                6,819              26
                                                                  -  ----- ----

Effect of currency translation adjustment on cash                   (3)               60
                                                                        -------- ----

Net increase (decrease) in cash and cash equivalents              6,388            (383)

Cash and cash equivalents
      at the beginning of the quarter                                 64            411
                                                                 -------           ----

Cash and cash equivalents
      at the end of the quarter                                   $6,452           $ 28
                                                                  ======           ====

Cash paid during the quarter:
      Interest                                                   $    30           $ 74
      Income taxes                                                    -             -

</TABLE>








                     See accompanying notes to consolidated
                             financial statements.
 


                         EUROMED, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 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 and 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
period ended March 31, 1997, using the treasury stock method.




<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 and 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 with 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. First, the Company has entered into an agreement to sell its
Pluripharm  subsidiary,  which it acquired in July 1996, to a pharmacy wholesale
management  group located in The  Netherlands.  This  transaction  is subject to
certain  conditions  precedent,  including receipt of a fairness  opinion.  This
transaction will result in the Company receiving  approximately  6,100,000 Dutch
Guilders  (approximately  $3,104,000).  In  connection  therewith,  the  Company
recognized a loss of  approximately  $7,227,500  in the year ended  December 31,
1996.  EuroMed is  scheduled to close this  agreement  in the second  quarter of
1997.




<PAGE>


RESULTS OF OPERATIONS

First  Quarter  ended March 31, 1997  Compared to First  Quarter ended March 31,
1996

         Sales.  Sales of  pharmaceuticals  decreased 23.9% to $7,132,000 in the
first quarter of 1997 compared with $9,368,000 in the first quarter of 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.  Further,
the reduction in EuroMed  sales can be attributed to the loss of retail  clients
purchasing  products related to retail outlet acquisition and a more competitive
product discount program being offered by the Company's competitors.

         Cost of Goods Sold.  Cost of  pharmaceuticals  sold decreased  19.7% to
$6,863,000  (96.2%  of  sales)  in the  first  quarter  of  1997  compared  with
$8,549,000  (91.3% of sales) in the first  quarter of 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 67.2% to $269,000 (3.8% of sales)
in the first quarter of 1997 compared with $819,000 (8.7% of sales) in the first
quarter of 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 36.7% to $671,000 (9.4% of sales) in the first
quarter of 1997 compared with $491,000  (5.24% of sales) in the first quarter of
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  from
22 to 25,  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 the
Pluripharm  Division,  continuing legal fees related to ongoing litigation,  and
ongoing financial auditing costs.

         Net  Income.  Results  of  operations  decreased  288%  to  a  loss  of
$(332,000)  (4.7% of sales) in the first  quarter of 1997 compared with $176,000
net income  (1.9% of sales) in the first  quarter of 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 ($460,000) in the first quarter of 1997
compared with $(399,000) in the first quarter of 1996. This increase is a result
of the Company's  $(322,000)  operating loss for the 1997 quarter as compared to
$176,000 income in the first quarter of 1996.

         EuroMed has  experienced  an increase in the Accounts  Receivable  from
1,155,000 in 1996 to 1,834,000 in 1997. The increase in Accounts Receivable is a
result of an  increase in payment  time for billed  product  from the  Company's
customers  (average day sales in accounts  receivables  were 6.7,  16.2, and 8.6
days for the years ended December 31, 1994, 1995 and 1996, respectively, and 8.4
and 16.5  days for the  first  quarters  of 1996 and  1997,  respectively.)  The
increase in  receivable  is a normal  fluctuation  and the  Company  expects the
average daily sales in accounts receivables to decline in future quarters.

         Net cash  provided  by  financing  activities  was $26,000 in the first
quarter of 1997  compared  with  $6,819,000  in the first  quarter of 1996.  The
initial public  offering of shares on March 19, 1996 through the Nasdaq National
Market was the significant source of cash for the first quarter of 1996.

         Cash and cash  equivalents  at the end of the  first  quarter  1997 was
$28,000 compared with $6,452,000 at the end of the first quarter of 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.




<PAGE>


                                     PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits


                        Number and Description of Exhibit

Number       Exhibit Description

2.1          Stock Exchange Agreement, dated as of November 17, 1995, by and 
             between Registrant and B.V. Wisteria.(1)
2.2          Ratification Agreement.(1)
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)
10.2         Summary of Management Contract dated January 1, 1997, by and 
              between EuroMed, Inc. and Beheer-en Beleggingsmaatschappij File
             B.V..(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




<PAGE>


                                  Exhibit Index



Exhibit No.                     Description

27.1                            Financial Data Schedule.(*)


(*)                             Filed herewith
QA397.03

<PAGE>