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


                                   FORM 10-QSB
                                  ------------


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                      For the quarter ended March 31, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        Commission file number 33-30365-C
                                  ------------


                        EMERALD CAPITAL INVESTMENTS, INC.
           (Name of Small Business Issuer as specified in its charter)


                    Delaware                           36-3693936
               ------------------                    --------------
         (State or other jurisdiction of            (I.R.S. employer
          incorporation or organization              identification No.)


              330 East Main Street, Suite 206 Barrington, IL 60010
                    (Address of principal executive offices)

         Registrant's telephone no., including area code: (847) 382-1100


                                       N/A
              Former name, former address, and former fiscal year,
                          if changed since last report.


     Securities registered pursuant to Section 12(b) of the Exchange Act: None

     Securities registered pursuant to Section 12(g) of the Exchange Act: None



     Check whether the Issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  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 X No.

     Common Stock  outstanding  at June 7, 1999 - 7,168,698  shares of $.001 par
value Common Stock.

                     DOCUMENTS INCORPORATED BY REFERENCE: NONE


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                                 FORM 10-QSB

                      FINANCIAL STATEMENTS AND SCHEDULES
                       EMERALD CAPITAL INVESTMENTS, INC.


                     For the Quarter ended March 31, 1999


      The following  financial  statements  and schedules of the  registrant are
submitted herewith:


                        PART I - FINANCIAL INFORMATION
                                                                     Page of
                                                                   Form 10-QSB

Item 1Financial Statements:

            Balance Sheet--March 31, 1999                                    3

            Statements of Cash Flows--for the three months
            ended March 31, 1999 and March 31, 1998                          4

            Statements of Operations--for the three months
            ended March 31, 1999 and March 31, 1998                          5

            Notes to Financial Statements                                    7

Item 2Management's Discussion and Analysis of Financial Condition
      and Results of Operations                                              8


                          PART II - OTHER INFORMATION

                                                                          Page

Item 1.     Legal Proceedings                                                9
Item 2.     Changes in the Securities                                        9
Item 3.     Defaults Upon Senior Securities                                  9
Item 4.     Results of Votes of Security Holders                             9
Item 5.     Other Information                                                9
Item 6(a).  Exhibits                                                         9
Item 6(b).  Reports on Form 8-K                                              9

                                      2

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                       EMERALD CAPITAL INVESTMENTS, INC.
                        (A Development Stage Company)

                                Balance Sheet

                                March 31, 1999
                                 (Unaudited)


Assets
------
Current assets - cash                                               $13,130
                                                                  =============

Liabilities and Stockholders' Equity
------------------------------------
Current liabilities
Stockholders' equity:                                                    $0
                                                                  -------------
   Common Stock - $.001 par value.
       100,000,000 shares authorized
       7,168,698 shares issued and outstanding, respectively          6,635
                Additional paid-in capital                        2,633,830
                          Retained deficit                       (2,627,335)
                                                                 --------------

                 Total stockholders' equity:                         13,130
                                                                 --------------
                   Total liabilities and stockholders' equity:       13,130
                                                                 ==============










See accompanying Notes to Financial Statements.

                                      3

<PAGE>



                      EMERALD CAPITAL INVESTMENTS, INC.
                        (A Development Stage Company)

                           Statement of Cash Flows

                                March 31, 1999
                                 (Unaudited)


                                           Three Months Ended
                                                March 31
                                                                     Cumulative
                                            1999         1998         Amounts
                                            ----         ----         -------
Cash flows from operating activities:
      Net loss                               248          -          (44,205)
      Decrease in accounts receivable         -           -              -
      Decrease in accounts payable        13,108       (8,000)        (6,665)
                                     ------------------------------------------
                Net cash used in
                operating activities     (13,356)         -          (50,870)
                                     ------------------------------------------
Cash flows from investing activities        -             -              -
Cash flows from financing activities      26,000        8,000         64,000
                                     ------------------------------------------
      Net (decrease) increase in cash     12,644          -           13,130
Cash, beginning of period                    486        7,273            -
                                     ------------------------------------------
Cash, end of period                    $  13,130     $  7,273      $  13,130
                                     ==========================================












See accompanying Notes to Financial Statements.

                                      4

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                       EMERALD CAPITAL INVESTMENTS, INC.
                         (A Development Stage Company)

                            Statement of Operations

                                March 31, 1999
                                  (Unaudited)




                                           Three months Ended
                                                March 31
                                     -------------------------------
                                                                   Cumulative
                                         1999          1998         Amounts
                                         ----          ----         -------
Revenue                                    -            -              -
Selling, general and administrative     13,356          -           57,313
                                     ------------- ------------ --------------
      Net loss                          13,356          -           57,313
                                     ============= ============ ==============
      Net loss per share                 $(.00)       $(.00)        $(.00)
                                     ============= ============ ==============
Weighted average number of shares
outstanding                            7,168,698    7,168,698     7,168,698
                                     ============= ============ ==============

















See accompanying notes to financial statements.

                                      5

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                       EMERALD CAPITAL INVESTMENTS, INC.
                         (A Development Stage Company)

                        Notes for Financial Statements


1.   The unaudited financial  statements include the accounts of Emerald Capital
     Investments,  Inc.,  and  include  all  adjustments  (consisting  of normal
     recurring  items)  which are, in the opinion of  management,  necessary  to
     present fairly the financial  position as of March 31, 1999 and the results
     of  operations  for the three  months  ended March 31, 1999 and 1998,  cash
     flows for the three  months  ended March 31,  1999 and 1998 and  cumulative
     amounts since  inception of the  development  stage through March 31, 1999.
     The results of operations for the three months ended March 31, 1999 are not
     necessarily indicative of the results to be expected for the entire year.

2.   Income (loss) per common share is based on the weighted  average  number of
     shares outstanding during the period.





                                      6

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                                    ITEM 2

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

General

      The Company  currently has no operations.  Prior to December 29, 1995, the
Company had been involved in the business of recycling used tires and designing,
manufacturing,  and marketing shredding equipment.  The Company's tire recycling
and shredding  equipment  operations were unsuccessful and the Company generated
significant  losses during 1994 and 1995.  During 1995,  the Company  funded its
operations  with  loans  from  a  commercial  bank  from  management  and  other
individuals.  By November  1995,  the Board of Directors had concluded  that the
Company did not have the capital,  or the ability to obtain capital necessary to
continue its current  operations.  The  Company's  Board of Directors  initiated
efforts to sell the Company's WRTI and CTR  operations.  The Company was able to
interest one of its directors and several other  individuals in purchasing  WRTI
and CTR.

      Effective  December 29,  1995,  the Company sold all of its shares of WRTI
and CTR for  $30,000  and the payment and or  assumption  of  liabilities.  As a
result of such sale, the Company's total liabilities,  on a consolidated  basis,
decreased from $1,758,308 to $6,665.

      On May 7, 1998,  the Company  entered into an Agreement and Plan of Merger
to acquire  American Polymer  Corporation,  a Utah  Corporation.  The Merger was
subject to several conditions  including the Company raising additional capital.
In November  1998,  the  Company  and  American  Polymer  Corporation  agreed to
terminate  the  Merger  Agreement  due to the  failure  of the  Company to raise
additional  capital as set forth in the  Merger  Agreement.  The  Company is now
seeking other acquisitions and mergers.

 Financial Condition

       Total assets at March 31, 1999 were  $13,130,  all of which was cash.  At
March 31, 1999, the Company had no liabilities.  The Company intends to use such
cash to pay for  various  filing  fees and  professional  fees  relating  to its
reporting  obligations  and to fund the costs  which may arise from  seeking new
business opportunities.

      It is likely that the Company will be required to raise additional capital
in order to  attract  any  potential  acquisition  partner  but  there can be no
assurance that the Company will be able to raise any additional  capital.  It is
also likely that any future  acquisition  will be made  through the  issuance of
shares of the  Company's  common  stock which will result in the dilution of the
percentage ownership of the current shareholders.

Results of Operations

     The  Company  has  generated  no  revenues  since the sale of the  WRTI/CTR
operations  and assets.  The Company will not generate  any  revenues,  if ever,
until and  unless it  merges  with an  operating  company  or raises  additional
capital for its own  operations.  There can be no assurance  that either of such
events will happen.

                                      7

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      The Company had a net loss of $13,356 for the three months ended March 31,
1999 compared to $-0- for the three months ended March 31, 1998.

Plan of Operation

      Commencing in the fourth  quarter of 1995, the Company's Plan of Operation
was essentially the plan to sell its WRTI and CTR operation.  Effective December
29, 1995 these operations were sold. The Company's  current plan of operation is
to acquire another operating company.  It is likely that any acquisition will be
a "reverse merger"  acquisition whereby the Company acquires a larger company by
issuing shares of the Company's  common stock to the  shareholders of the larger
company.  Although the Company would be the  surviving or parent  company from a
corporate law  standpoint,  the  shareholders of the larger company would be the
controlling  shareholders of the Company and the larger company would be treated
as the survivor or parent  company from an  accounting  point of view. It can be
expected that any company which may desire to be acquired by the Company will do
so as a method of  potentially  becoming a public  company more quickly and less
expensively than if such company undertook its own public offering.

     The Company has  terminated  its Merger  Agreement  with  American  Polymer
Corporation due to the failure of the Company to obtained  additional capital as
required  by the Merger  Agreement.  The  Company  will now look for  additional
merger or acquisition candidates.

                          PART II - OTHER INFORMATION

Item 1.   Legal  Proceedings.   To  the  best  knowledge  of  the  Company's
          management,  the  Company  is not a party to any legal  proceeding  or
          litigation.

Item 2.   Changes in the Rights of the Company's Security Holders. None.

Item 3.   Defaults by the Company on its Senior Securities.  None.

Item 4.   Submission of Matters to Vote of Security  Holders.  No matter was
          submitted to a vote of the Company's  security holders for the quarter
          ended March 31, 1999.

Item 5.   Other Information.

Item 6(a).  Exhibits.  None

Item 6(b).  Reports on Form 8-K.  None filed.


                                       8

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                                    SIGNATURE


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


Dated: June 7, 1999               EMERALD CAPITAL INVESTMENTS, INC.



                                   By   /s/ Frank H. Ross, III
                                        Frank H. Ross, III
                                        President/Principal Executive Officer


                                   By   /s/ Douglas P. Morris
                                        Douglas P. Morris
                                        Principal Financial Office



                                       9