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 June 30, 1999

                                       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 [X]                No [ ]

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 October 6, 1999
           -----                            ---------------------------------

  Common Stock, $.001 par value             44,031





--------------------------------------------------------------------------------
        Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
                                        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 March 31, 1999, are not necessarily  indicative of the results that
may be expected for the year ended December 31, 1999. 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, 1998.


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

                                                                          Page
                                                                          ----
Balance Sheets as at June 30, 1999 (unaudited), and
  December 31, 1998                                                         3

Statements of Operations for the Three Months Ended
 June 30, 1999, and 1998 (unaudited)                                        4

Statements of Cash Flows for the Three Months Ended
 June 30, 1999(unaudited), and 1998 (unaudited)                             5





--------------------------------------------------------------------------------
        Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
                                        Associated Medical Devices, Inc.- Page 2
<PAGE>

<TABLE>
<CAPTION>

                        Associated Medical Devices, Inc.
                        --------------------------------
                          (a development-stage company)
                              Balance Sheets as at
                June 30, 1999 (unaudited), and December 31, 1998


                                     ASSETS

                                                       June 30, 1999      December 31, 1998
                                                       -------------      -----------------
<S>                                                           <C>                <C>

                                                        (unaudited)           (audited)

Cash                                                         -0-                 -0-

         Total Assets                                        -0-                 -0-

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities

Accounts Payable                                             -0-               4,248

         Total Liabilities                                   -0-               4,248

Shareholders? Equity

Common Stock, $.001 par value
 per share; 50,000,000 shares
 authorized, 19,031 shares
 issued and outstanding on Dec 31, 1998                      44               44,094
Common stock, $.001 par value
per share, 50,000,000 shares authorized
44,031 issued and outstanding
on June 30, 1999

Additional paid-in Capital                            2,764,944            2,708,394

Deficit Accumulated During
 Development Stage                                   (2,764,988)          (2,756,736)

Total Shareholders? Equity (Deficit)                         -0-              (4,248)

Total Liabilities and
 Shareholders? Equity                                        -0-                 -0-


</TABLE>





--------------------------------------------------------------------------------
        Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
                                        Associated Medical Devices, Inc.- Page 3
<PAGE>


                        Associated Medical Devices, Inc.
                        --------------------------------
                          (a development-stage company)
               Statements of Operations For the Three Months Ended
            June 30, 1999 (unaudited), and June 30, 1998 (unaudited)

                                                June 30, 1999    June 30, 1998
                                                -------------    -------------
                                                 (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                              372              -0-
  Office Supplies -0-                                -0-

         Total Expenses                              372              -0-

Net Income (Loss) Before Taxes                      (372)             -0-

Net Income (Loss) (372)                              -0-

Primary Earnings Per Common Share                    NA               -0-

Net Earnings (Loss)                                  Nil              -0-

Weighted Average Number of                        37,163           19,031
 Common Shares Outstanding

Fully Diluted Earnings Per
 Common Share                                        Nil              -0-

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





--------------------------------------------------------------------------------
        Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
                                        Associated Medical Devices, Inc.- Page 4

<PAGE>


                        Associated Medical Devices, Inc.
                        --------------------------------
                          (a development-stage company)
               Statements of Cash Flows for the Three Months Ended
            June 30, 1999 (unaudited), and June 30, 1998 (unaudited)

                                          June 30, 1999         June 30, 1998
                                          -------------         -------------
                                           (unaudited)           (unaudited)

Cash Flows from Operating
 Activities                                   -0-                    -0-

Decrease in Accrued Liabilities           (12,500)                   -0-

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

Cash Flows from Investing
 Activities                                   -0-                    -0-

Sale of Common Stock                       12,500

Total Cash Flow from
 Financing Activities                      12,500                    -0-


Cash at Beginning of Period                   -0-                    -0-

Net increase (decrease)                       -0-                    -0-

Cash at End of Period                         -0-                    -0-




--------------------------------------------------------------------------------
        Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
                                        Associated Medical Devices, Inc.- Page 5


<PAGE>


                          Notes to Financial Statements


Note A- Organization and Description of Business

Associated  Medical Devices,  Inc.  (Company) was incorporated under the laws of
Nevada on March 11, 1980 for the development  and marketing of various  devices.
Due to the  non-payment  of required  fees and filing of required  reports,  the
Company  forfeited its corporate charter during 1986 and was revived in February
1995. The company had an initial year-end of May 31 and,  effective December 31,
1997, the Company's Board of Directors changed its year-end to December 31.

In  September  1980,  the  Company  successfully  completed  a public  offering,
pursuant to a Registration  Statement under the Securities Act of 1933,  raising
net  proceeds  to the  Company of  approximately  $1,957,000.  The  Company  was
unsuccessful in its attempts to bring several medical devices to the marketplace
and the Company  became  insolvent  by the second  quarter of 1987.  All assets,
liabilities and operations were  subsequently  liquidated and the Company became
dormant.

The  Company  has  had  no  operations,   assets  or  liabilities   since  1987.
Accordingly,  the  Company  is  dependent  upon  management  and/or  significant
shareholders to provide  sufficient working capital to preserve the integrity of
the  corporate  entity  at  this  time.  It is  the  intent  of  management  and
significant  to provide  sufficient  working  capital  necessary  to support and
preserve the integrity of the corporate entity.

During interim period, the Company follows the accounting  policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the  Securities and Exchange  Commission.  The
accompanying  financial  statement  do not include all  disclosures  required by
generally  accepted  accounting  principles.   Users  of  financial  information
provided for interim  periods should refer to the annual  financial  information
and footnotes  contained in its Annual Report pursuant to Section 13 or 15(d) of
The  Securities  Exchange Act of 1934 on Form 10-KSB when  reviewing the interim
financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented. The current period results of operations are not necessary indicative
of results  which  ultimately  will be reported  for the full fiscal year ending
December 31, 1999.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.





--------------------------------------------------------------------------------
        Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
                                        Associated Medical Devices, Inc.- Page 6
<PAGE>


Note B- Summary of Significant Accounting Policies

1.     Cash and cash equivalents
       -------------------------

For Statement of Cash Flow purposes,  the Company considers all cash on hand and
in banks, including accounts in overdraft position, certificates of deposits and
other  highly-liquid  investments  with maturities of three months or less, when
purchased, to be cash and cash equivalents.

2.     Income taxes
       ------------

The Company files its own separate federal income tax return. The Company has no
net operating loss carry forwards  available to offset  financial  statements or
tax return income in future periods.

3.     Loss per share
       --------------

Basic earnings (loss) per share in computed by dividing the net income (loss) by
the  weighted-average  number  of  shares  of  common  stock  and  common  stock
equivalents   (primarily   outstanding  options  and  warrants).   Common  stock
equivalents  represent  the  dilutive  effect  of the  assumed  exercise  of the
outstanding  stock options and warrants,  using the treasury  stock method.  The
calculation  of fully dilutive  earnings  (loss) per shares assumes the dilutive
effect of the  exercise  of  outstanding  options  and  warrants  at either  the
beginning of the respective period presented or the date of issuance,  whichever
is later.

Note C- Common Stock Transactions

Effective  December  31, 1997,  the  Company's  Board of Directors  approved the
retirement and cancellation of 30,000 shares of outstanding common stock held by
the Company as treasury stock.

Effective  April 21,  1999,  as  approved  a the  Company's  Annual  Meeting  of
Shareholders  on March 1, 1999,  the Company  executed an one for five (1 for 5)
reverse  stock  split.  The  effect  of this  transaction  is  reflected  in the
accompanying  financial  statements  as of the  first  day of the  first  period
presented.

On  April  21,  1999,  the  Company  sold   12,500,000   shares  of  restricted,
unregistered  stock to an  entity  controlled  by the  Company's  President  for
$12,500 cash. The proceeds were used to pay various operating and reorganization
expenses of the Company and  reimburse the Company's  majority  shareholder  for
expenses paid on behalf of the Company.

Effective July 12, 1999, as approved by a majority of shareholders,  the Company
executed  a one for fifty  reverse  split.  The  effect of this  transaction  is
reflected in the  accompanying  financial  statements as of the first day of the
first period presented.



--------------------------------------------------------------------------------
        Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
                                        Associated Medical Devices, Inc.- Page 7


<PAGE>


Note D- Subsequent Event

On  September  7, 1999,  the  Company  filed a Form S-8  Registration  under The
Securities Act of 1933 with the United States Securities and Exchange Commission
to register an aggregate  389,350 shares of common stock issued  pursuant to the
Dominick  Pope  Consulting  Agreement  and the  Steven  L.  Siskind  Esq.  Legal
Consulting Agreement. These shares were valued at an aggregate of $194,675 which
approximates the "fair value" of the services rendered to the Company and of the
stock itself.


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 management'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


--------------------------------------------------------------------------------
        Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
                                        Associated Medical Devices, Inc.- Page 8

<PAGE>

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 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.




--------------------------------------------------------------------------------
        Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
                                        Associated Medical Devices, Inc.- Page 9

<PAGE>


Item 2.  Changes in Securities.

Effective  April 21,  1999,  as  approved  a the  Company's  Annual  Meeting  of
Shareholders  on March 1, 1999,  the Company  executed an one for five (1 for 5)
reverse  stock  split.  The  effect  of this  transaction  is  reflected  in the
accompanying  financial  statements  as of the  first  day of the  first  period
presented.

Effective July 12, 1999, as approved by a majority of shareholders,  the Company
executed  a one for fifty  reverse  split.  The  effect of this  transaction  is
reflected in the  accompanying  financial  statements as of the first day of the
first period presented.

Item 3.  Defaults upon Senior Securities.

         None.

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.

         (a)      Exhibits.
                  --------

                  None

         (b)      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: October 6, 1999         Associated Medical Devices, Inc.



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





--------------------------------------------------------------------------------
        Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
                                       Associated Medical Devices, Inc.- Page 10