Form 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

             [ X ] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 1998

                                       OR

              [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

             For the transition period from __________ to __________

                            Commission File No. 09489

                        Associated Medical Devices, Inc.
             (Exact Name of Registrant as Specified in its Charter)

 Nevada                                                     88-0164955
(State or Other Jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification Number)

                       211 West Wall, Midland, Texas 79701
          (Address of Principal Executive Offices, including Zip Code)

                                 (915) 682-1761
              (Registrant's telephone number, including area code)

Indicate by check mark whether  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 Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days:

                       Yes [ ]        No [X]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:

              Class                          Outstanding as of December 22, 1998
              -----                          -----------------------------------

     Common Stock, $.001 par value                    44,093,967

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   Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1998
                                        Associated Medical Devices, Inc.- Page 1

<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

         The  accompanying  interim  unaudited  financial  statements  have been
prepared in accordance  with the  instructions to Form 10-QSB and do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments  (consisting of normal recurring  adjustments)  considered necessary
for a fair presentation have been included,  and the disclosures are adequate to
make the information  presented not misleading.  Operating results for the three
months ended September 30, 1998, are not  necessarily  indicative of the results
that may be expected  for the year ended  December 31,  1998.  These  statements
should be read in  conjunction  with the financial  statements and notes thereto
included in the Annual  Report on Form 10-KSB  (filed  with the  Securities  and
Exchange Commission) for the year ended December 31, 1997.


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                        Associated Medical Devices, Inc.
                          (a development-stage company)

                                                                           Page
                                                                           ----

Balance Sheets as at September 30, 1998 (unaudited), and
  December 31, 1997                                                          3

Statements of Operations for the Three Months Ended
 September 30, 1998, and 1997 (unaudited)                                    4

Statements of Cash Flows for the Three Months Ended
 September 30, 1998(unaudited), and 1997 (unaudited)                         5

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   Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1998
                                        Associated Medical Devices, Inc.- Page 2

<PAGE>



                        Associated Medical Devices, Inc.
                        --------------------------------
                          (a development-stage company)
                              Balance Sheets as at
              September 30, 1998 (unaudited), and December 31, 1997


                                     ASSETS

                                     September 30, 1998        December 31, 1997
                                     ------------------        -----------------
                                      (unaudited)

Cash                                        -0-                     -0-

         Total Assets                       -0-                     -0-

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities

Accounts Payable                          4,248                   4,248

         Total Liabilities                4,248                   4,248

Shareholders' Equity

Common Stock, $.001 par value
 per share; 50,000,000 shares
 authorized, 44,093,967 shares
 issued and outstanding                  44,094                  44,094

Additional paid-in Capital            2,708,394               2,708,394

Deficit Accumulated During
 Development Stage                   (2,756,736)             (2,756,736)

Total Shareholders' Equity (Deficit)     (4,248)                 (4,248)

Total Liabilities and
 Shareholders' Equity                        -0-                    -0-



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   Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1998
                                        Associated Medical Devices, Inc.- Page 3

<PAGE>



                        Associated Medical Devices, Inc.
                        --------------------------------
                          (a development-stage company)
               Statements of Operations For the Three Months Ended
       September 30, 1998 (unaudited), and September 30, 1997 (unaudited)

                                     September 30, 1998      September 30, 1997
                                     ------------------      ------------------
                                       (unaudited)             (unaudited)

Revenue                                       -0-                    -0-

         Total Revenue                        -0-                    -0-

Expenses

  Professional Fees                           -0-                    -0-
  Regulatory Expense                          -0-                    -0-
  Advertising and Marketing                   -0-                    -0-
  Miscellaneous Expense                       -0-                    -0-
  Office Supplies                             -0-                    -0-

         Total Expenses                       -0-                    -0-

Net Income (Loss) Before Taxes                -0-                    -0-

Net Income (Loss)                             -0-                    -0-

Primary Earnings Per Common Share             -0-                    -0-

Net Earnings (Loss)                           -0-                    -0-

Weighted Average Number of             44,093,967             44,093,967
 Common Shares Outstanding

Fully Diluted Earnings Per
 Common Share                                 -0-                    -0-

Net Earnings (Loss) Per
 Common Share                                 -0-                    -0-


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   Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1998
                                        Associated Medical Devices, Inc.- Page 4

<PAGE>



                        Associated Medical Devices, Inc.
                          (a development-stage company)
               Statements of Cash Flows for the Three Months Ended
       September 30, 1998 (unaudited), and September 30, 1997 (unaudited)

                                     September 30, 1998       September 30, 1997
                                     ------------------       ------------------
                                        (unaudited)              (unaudited)

Cash Flows from Operating
 Activities                                   -0-                  -0-

Increase in Accrued Liabilities               -0-                  -0-

New Cash Used from
 Operating Activities                         -0-                  -0-

Cash Flows from Investing
 Activities                                   -0-                  -0-

Total Cash Flow from
 Financing Activities                         -0-                  -0-

Cash at Beginning of Period                   -0-                  -0-

Net increase (decrease)                       -0-                  -0-

Cash at End of Period                         -0-                  -0-



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   Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1998
                                        Associated Medical Devices, Inc.- Page 5

<PAGE>



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

Discussion of Financial Condition

         The  Company  currently  has no  revenues,  no  operations  and owns no
assets.  The  Company  will  remain  illiquid  until  such  time  as a  business
combination  transaction  occurs, if ever. No prediction of the future financial
condition of the Company can be made.

Plan of Business

         General.  The Company  intends to locate and combine  with an existing,
privately-held  company which is profitable or, in management's view, has growth
potential,  irrespective  of the industry in which it is engaged.  However,  the
Company does not intend to combine with a private company which may be deemed to
be an  investment  company  subject to the  Investment  Company  Act of 1940.  A
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
Company's  common  stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.

         Pending  negotiation  and  consummation  of a combination,  the Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

         If  the   Company's   management   pursues  one  or  more   combination
opportunities  beyond the preliminary  negotiations stage and those negotiations
are  subsequently  terminated,  it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination  opportunities before
any successful  combination  can be  consummated.  In that event,  the Company's
common stock will become  worthless  and holders of the  Company's  common stock
will receive a nominal distribution,  if any, upon the Company's liquidation and
dissolution.

         Combination  Suitability  Standards.  In its pursuit for a  combination
partner,   the  Company's   management  intends  to  consider  only  combination
candidates  which  are  profitable  or,  in  manage  ment's  view,  have  growth
potential.  The Company's  management  does not intend to pursue any combination
proposal beyond the preliminary negotiation stage with any combination candidate
which does not furnish the Company  with  audited  financial  statements  for at
least its most recent fiscal year and unaudited financial statements for interim
periods subsequent to the date of such audited financial statements,  or is in a
position to provide such financial  statements in a timely  manner.  The Company
will, if necessary funds are available,  engage attorneys and/or  accountants in
its efforts to investigate a combination  candidate and to consummate a business
combination.  The  Company  may  require  payment  of fees  by such  combination
candidate  to fund the  investigation  of such  candidate.  In the event  such a
combination candidate is engaged in a high technology business,  the Company may
also obtain  reports  from  independent  organizations  of  recognized  standing
covering  the  technology  being  developed  and/or used by the  candidate.  The
Company's limited  financial  resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance

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   Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1998
                                        Associated Medical Devices, Inc.- Page 6

<PAGE>



that the  Company  will  have  sufficient  funds to  obtain  such  reports  when
considering  combination  proposals or candidates.  To the extent the Company is
unable to obtain the advice or reports from  experts,  the risks of any combined
enterprise's being unsuccessful will be enhanced.  Furthermore, to the knowledge
of the Company's  officers and  directors,  neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:

         (1)      will not have been convicted of securities  fraud, mail fraud,
                  tax  fraud,  embezzlement,  bribery,  or  a  similar  criminal
                  offense  involving  misappropriation  or theft of funds, or be
                  the subject of a pending investigation or indictment involving
                  any of those offenses;

         (2)      will  not  have  been  subject  to a  temporary  or  permanent
                  injunction   or   restraining   order  arising  from  unlawful
                  transactions  in securities,  whether as issuer,  underwriter,
                  broker,  dealer, or investment advisor,  may be the subject of
                  any pending  investigation or a defendant in a pending lawsuit
                  arising   from  or  based   upon   allegations   of   unlawful
                  transactions in securities; or

         (3)      will  not  have  been a  defendant  in a  civil  action  which
                  resulted  in a  final  judgement  against  it or him  awarding
                  damages or rescission  based upon unlawful  practices or sales
                  of securities.

         The Company's officers and directors will make these  determinations by
asking  pertinent  questions  of  the  management  of  prospective   combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings.  However, the officers and directors of
the  Company  will  not  generally  take  other  steps to  verify  independently
information  obtained in this manner which is favorable.  Unless something comes
to their  attention  which  puts them on notice of a  possible  disqualification
which is being  concealed  from  them,  such  persons  will rely on  information
received from the management of the prospective  combination  candidate and from
others who may be involved in the combination proceedings.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         None.

Item 3.  Defaults upon Senior Securities.

         None.



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   Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1998
                                        Associated Medical Devices, Inc.- Page 7

<PAGE>


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

         None.

Item 5.  Other Information.

         None.

Item 6.  Exhibits and Reports on Form 8-K.

         None.

                                   SIGNATURES

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

         Dated: December 22, 1998               Associated Medical Devices, Inc.



                                                By: /s/  Glenn A. Little
                                                         -----------------------
                                                         Glenn A. Little
                                                         President and Principal
                                                         Financial Officer


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   Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1998
                                        Associated Medical Devices, Inc.- Page 8