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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 June 30, 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.)


                   536 North 100 West, Heber City, Utah 84032
                    (Address of principal executive offices)

         Registrant's telephone no., including area code: (435) 654-5423


                                        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 November 9, 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 June 30, 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--June 30, 1999                                     3

            Statements of Cash Flows--for the six months
            ended June 30, 1999 and June 30, 1998                            4

            Statements of Operations--for the three months and six months
            ended June 30, 1999 and June 30 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

<PAGE>




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

                                Balance Sheet

                                June 30, 1999
                                 (Unaudited)


Assets

Current Assets - cash                                                  $10,173
                                                              ================



Liabilities and Stockholders' Equity

Current liabilities                                                         $0
Stockholders' equity:

      Common stock - $.001 par value
            100,000,000 shares authorized
            7,168,698 shares
            outstanding respectively                                     6,635
      Additional paid-in capital                                     2,633,830
      Retained deficit                                             (2,630,292)
                                                               ---------------

            Total stockholders' equity                                  10,173
                                                               ---------------

                  Total liabilities and stockholders' equity           $10,173
                                                               ===============





See accompanying Notes to Financial Statements.

                                      3

<PAGE>



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

                           Statement of Cash Flows

                                June 30, 1999
                                 (Unaudited)


                                           Six Months Ended
                                               June 30            Cumulative
                                          1999         1998        Amounts
                                        ----------   --------    -------------
Cash flows from operating activities:
       Net loss                            (2,957)   (5,706)      (47,162)
       Decrease in accounts receivable        -         -            -
       Decrease in accounts payable       (13,108)   (8,000)       (6,665)
                                       -----------   --------    ------------

               Net cash used in
               operating activities        (2,957)   (5,706)      (53,827)
                                       -----------   ---------   ------------

Cash flows from investing activities          -         -            -

Cash flows from financing activities       26,000     8,000        64,000
                                       ------------  ---------   ------------

       Net (decrease) increase in cash        -         -          10,173

Cash, beginning of period                  13,130     7,273          -
                                       ------------  ---------   ------------

Cash, end of period                      $ 10,173  $  1,567     $  10,173
                                       =========== ============ ==============






See accompanying Notes to Financial Statements.

                                      4

<PAGE>



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

                            Statement of Operations

                                 June 30, 1999
                                  (Unaudited)



                          Three Months Ended   Six Months Ended    Cumulative
                               June 30,            June 30,        Amounts
                        -------------------------------------------------------
                           1999       1998      1999       1998

Revenue                  $   -          -         -          -         -

Selling, general
  and administrative      2,957      5,706     16,313      5,706     60,270
                        -------------------------------------------------------

    Net loss             (2,957)    (5,706)   (16,313)    (5,706)   (60,270)
                        =======================================================

    Net loss per share    $(.00)     $(.00)     $(.00)     $(.00)     $(.00)
                        =======================================================

Weighted average number
of shares outstanding    7,168,698  7,168,698  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 June 30, 1999 and the results
      of  operations  for the three and six months ended June 30, 1999 and 1998,
      cash flows for the six months ended June 30, 1999 and  cumulative  amounts
      since inception of the development stage through June 30, 1999 The results
      of  operations  for the three and six months  ended June 30,  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

<PAGE>



                                    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.

      The Company is currently seeking acquisition and merger opportunities.

 Financial Condition

       Total  assets at June 30, 1999 were  $10,173,  all of which was cash.  At
June 30, 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.

      The Company had a net loss of $2,957 for the three  months  ended June 30,
1999 compared to a loss of $5,706 for the three months ended June 30, 1998.  The
Company  had a net loss of  $16,313  for the six  months  ended  June 30,  1999,
compared to a net loss of $5,706 for the six months ended June 30, 1998.

                                       7

<PAGE>



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 June 30, 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: November 9, 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