FORM 10-K/A
                                (Amendment No. 1)
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

[   x ]           ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE
                  SECURITIES  EXCHANGE  ACT OF 1934 For the fiscal  year ended -
                  December 31, 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 number 0-26476

                                SAFESCIENCE, INC.
               (Exact name of Company as specified in its charter)

       Nevada                                            33-0231238
State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization                        Identification No.)

                              Park Square Building
                         31 St. James Avenue, 8th Floor
                           Boston, Massachusetts 02116
         (Address of principal executive offices,including postal code.)

                                 (617) 422-0674
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class                    Name of each exchange on which registered
     None

Securities registered pursuant to Section 12(g) of the Act:
Title of each class                                           Common Stock

Securities registered pursuant to Section 15(d) of the Act:
Title of each class                                           None

Indicate by check mark whether the Company (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 Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ x ] NO [ ]



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Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

The  number of shares  outstanding  each of the  Registrant's  classes of common
stock, as of May 31, 2000 was 17,593,102.

                                EXPLANATORY NOTE

This  Amendment  No.  1 of  Form  10-K to the  Annual  Report  on  Form  10-K of
SafeScience,  Inc. amends and restates in its entirety(i) Item 1 of Part I, (ii)
Item 7 of  Part  II to  reflect  corrections  made to the  Company's  cash  flow
statement,  (iii) Item 8 of Part II to correct the Company's cash flow statement
for the year ended December 31, 1999 and to add information  concerning sales of
common stock,  license  agreements  and stock option plans,  and (iv) Item 14 of
Part IV solely to correct the date of Exhibit 23.1.

ITEM 1. BUSINESS

General

         SafeScience  is a  "responsible  science"  company.  We have  chosen  a
business  model  which  spans  multiple   products,   markets,   industries  and
technologies,  all  united  through a common  goal  exemplified  in our  mission
"making  chemical  safety a lifestyle  choice." We are focused on three distinct
business segments:  biotechnology,  agricultural products, and consumer products
tied  together  with a branding and  marketing  strategy.  We have unified these
seemingly disparate businesses by seeking to fill an important need which exists
in many areas of modern life:  to provide safe  alternatives  to products  which
include hazardous chemicals. This concept is embodied in the word "SafeScience,"
which is an idea and a lifestyle  as well as a brand.  Our mission is to build a
comprehensive   world  brand  that   introduces   chemical  safety  and  product
performance to human therapeutics and to many aspects of consumer, institutional
and agricultural life.

         We began as a carbohydrate  chemical company,  and continue to build on
carbohydrate  technology.  Yet SafeScience has expanded its efforts to research,
develop and market  products beyond  carbohydrate  chemistry and into many other
safe and innovative technologies, and is seeking to build a world brand based on
our own products as well as technology  we have licensed from or developed  with
strategic partners.  All our products seek to achieve  competitive  standards of
performance,  as well as a strong environmental,  health and safety profile. The
SafeScience  brand  currently  encompasses  agricultural  products,  as well as,
products for the consumer and institutional markets.

         We believe that the SafeScience  trademark is an important  asset.  The
mark  has  been  registered  in the  United  States  and is in  the  process  of
registration in major markets  throughout the world. It communicates our mission
and identity,  creating the  foundation  for a world brand which  identifies not
only products but the core principle behind them. The message of the SafeScience
brand  has  attracted  retailers,   distributors,   consumers,   scientists  and
development partners to the Company, allowing it to grow through activities such
as licensing,  partnering and joint ventures in research and development. It has
also  allowed us to pursue a  strategy  which is novel in  "corporate"  or store
branding:  a "better-than brand" positioning.  Historically,  corporate or store
brands have been  marketed  based  purely on price  since they are cheaper  than


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leading brands. Co-branding with SafeScience allows a corporate brand to offer a
qualitative difference,  where "SafeScience" is used descriptively,  not just as
an identifier of origin.


SafeScience Products, Inc.

         SafeScience    conducts   its   business   through   two   wholly-owned
subsidiaries.   One  subsidiary,   SafeScience  Products,   Inc.   ("SafeScience
Products"),   operates  our  consumer  and  institutional,   agricultural,   and
horticultural  products  business.  This subsidiary is also  responsible for the
marketing  and  brand  management  of  all  SafeScience  products.   SafeScience
Products'  consumer and  institutional  products  currently  for sale include an
innovative line of safe,  industrial-strength cleaning products, chemically safe
consumer  household  cleaning  products,  a  home  and  garden  care  line,  and
automotive care products.

         We recognized  our first revenues in the second quarter of 1999 through
sales of consumer  cleaning and home and garden products  through various retail
channels.  Additional  products  and  product  lines  are in  various  stages of
development.  In the  agricultural  sector,  SafeScience  Products has developed
and/or  licensed an array of products that include a Federal  EPA-approved  safe
fungicide and a line of nutrient fertilizers.  Additional  fungicide,  herbicide
and insecticide products are in various stages of testing and development.

International Gene Group, Inc.

         Our second subsidiary, International Gene Group, Inc. ("IGG"), develops
human  therapeutics.  IGG has been  focused  on  developing  GBC-590,  a complex
carbohydrate  designed to combat cancer tumors and metastasis.  Phase IIA United
States Food and Drug Administration ("FDA") clinical trials for GBC-590 efficacy
for prostrate, pancreatic, colorectal, and liver cancer are expected to begin in
2000. IGG has also developed CAN-296, a complex  carbohydrate  antifungal agent,
which is being tested in animals to inhibit Candida infections.

         As  part  of  SafeScience,  IGG  has  the  opportunity  to be part of a
revenue-generating  group  in  which  we  believe  the  costs  of  research  and
development  (which are  frequently  financed by  investment)  may  partially be
offset by revenues from the  non-biopharmaceutical  side of the business. At the
same time, we believe that SafeScience  Products' consumer products business can
benefit  from its  affiliation  with a  company  that is  engaged  in  important
scientific  research  validating it as a health/science  oriented  company,  not
simply a marketing organization.

Business Strategy

         We  have  developed  our  products   through   internal   research  and
development,  as well as,  through  licensing  arrangements.  This  approach has
allowed us to gain access to a  significantly  wider  array of products  than we
would have been able to develop internally.

         Our current strategy is focused on gaining a strong foothold in markets
for our cleaning products and to commence  marketing efforts of our agricultural
and additional home and garden products for the 2000 season.

         In connection with this strategy, we have retained Daymon Associates, a
leading corporate  branding and retail sales company,  to represent our consumer
cleaning  products to its retailing clients  internationally.  Daymon Associates
has a large customer base of  supermarkets,  drug stores and mass  merchandisers


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and works  with  numerous  chains  internationally.  Our  alliance  with  Daymon
Associates helps provide our  products  access  to  major   supermarkets,   mass
merchandisers,  drug chains, wholesale clubs and food services stores, on both a
national and international  level, thus allowing the SafeScience brand a broader
range of exposure  than would have been  possible  had we  attempted to approach
retailers on our own.

         We  have  begun   efforts  to   penetrate   specific   sectors  of  the
institutional  market  that  seemed  particularly  appropriate  for  SafeScience
cleaning  products,  targeting large wholesalers that distribute to restaurants,
prisons, hospitals, schools, hotels and office buildings.

         We use our Web Site not just as a  channel  to sell our  products,  but
also as a resource  for  ideas and information about chemical safety in which we
can share our mission with more people.

         While  SafeScience  Products  is  bringing  products  to  market in the
consumer and institutional  arenas,  IGG, our subsidiary for human therapeutics,
has completed  Phase I of human trials in the FDA approval  process for GBC-590.
We plan to  commence  various  human  Phase II  trials  in 2000 for  testing  on
prostate,  pancreatic,  colorectal and  liver  cancers. Our  objectives  are  as
follows:  to begin to build sales and  revenues for our  consumer  products;  to
continue  to expand our  product  lines by internal  research  and  development,
partnering  and  licensing;  and to proceed  through the  various  phases of FDA
trials for our therapeutic products.

Products

SafeScience Products

         The  business of  SafeScience  Products may be divided into three broad
categories:  consumer products,  commercial products and agricultural  products.
All three categories of products are sold under the  SafeScience(R)  brand name.
The agricultural products expected,  subject to various regulatory approvals, to
begin  sales  in  2000 or 2001 include a fungicide known as Elexa Plant  Defense
Booster (PDB), and a line of primary and secondary plant nutrients. Products  in
development include outdoor and indoor bioinsecticides.  We have filed a product
registration  application for our indoor  bioinsecticide  with the Environmental
Protection  Agency. The Company's consumer products include a line of chemically
safe consumer  household  cleaning products and a home and garden care line. The
commercial  product  line  presently  consists  of   chemically-safe,   cleaning
products.

         Consumer  Cleaning  Products.  We  believe  that the issue of  chemical
safety cannot be addressed in a meaningful  way with a single  product or even a
single technology.  From the consumer's  perspective,  chemical safety must be a
lifestyle choice if it is to have a material impact on health. As the success of
natural-food  supermarkets has demonstrated,  a key to consumers' adopting a new
lifestyle is a "one-stop shopping" approach.

         We  envision  the  SafeScience  brand as one for  which  consumers  can
identify a wide range of products  that fit the core value of  chemical  safety.
Our goal is to build a  product  line to be  offered  to all  consumers  through
multiple retail channels that ultimately can supply chemically safe products for
many  consumer  needs,   which  perform  as  well  as  leading  brands  and  are
competitively  priced.  This  inclusive  business  model  is  designed  to bring
together the resources of numerous technologies and products, so as to build the
SafeScience brand into a true lifestyle choice.



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<PAGE>

         We have addressed the problems  concerning  indoor  environments with a
line of chemically safe cleaning  products which have been shown to work as well
as the leading brands in independent  laboratory  testing.  SafeScience  Healthy
Cleaners are household  cleaning products that offer  leading-brand  performance
without the associated chemical hazards to human health or the environment. They
are the  result  of many  years of  research,  formulation,  testing  and use in
industrial, institutional and municipal settings. SafeScience cleaners are based
on advanced surfactant  technologies rather than harsh chemical solvents such as
chlorine,  ammonia and petroleum  distillates.  Surfactants  are molecules  that
encapsulate  dirt,  reducing its adherence to surfaces so that it can be removed
easily.  Alternative  solvents chemically dissolve substances and are harsh. Our
cleaners  contain a balanced  blend of  surfactants  to address  both safety and
performance.  Products include an All-Purpose Cleaner,  Bathroom Cleaner, Window
Cleaner,  Floor  Cleaner,  Dish Liquid,  Laundry  Liquid,  Shower Mist,  Kitchen
Cleaner and  Exterior  Cleaner.  These  products,  which we have  licensed,  are
presently available for sale.

         Commercial Cleaning Products. The commercial cleaning market represents
a significant  opportunity for SafeScience.  From hospitals to schools to office
buildings, administrators have become sensitive to demands for clean indoor air.
A  growing  body of  evidence  links a wide  range  of  previously  unidentified
ailments,  now  referred to as Multiple  Chemical  Sensitivity  ("MCS") and Sick
Building Syndrome ("SBS"),  to poor air quality in buildings.  We are addressing
the  critical  issue  of  indoor  environments  with a line  of  chemically-safe
institutional cleaning products.

         The  causes  of  sick   buildings  are  numerous,   ranging  from  poor
ventilation  and the presence of mites or fungal spores in older  buildings,  to
chemicals  off-gassed by office  furniture,  carpets and equipment  which can be
particularly concentrated inside new, airtight buildings.  Cleaning products are
now recognized as major  contributors of indoor air pollutants.  The EPA reports
that "cleaning agents may emit volatile  organic  compounds  (`VOC's).  Research
shows  that  some VOCs can  cause  chronic  and  acute  health  effects  at high
concentrations,  and  some  are  known  carcinogens."  Our  commercial  cleaning
products  are   industrial-strength   cleaning   concentrates   that  offer  the
performance of the leading brands, without the harsh chemicals, thus providing a
non-hazardous alternative to petroleum-distillate based, chlorinated, caustic or
high-VOC content products.

         We are  focusing  our  marketing  efforts  on  wholesalers  who sell to
specific industries including restaurants,  prisons, hospitals,  schools, hotels
and office buildings.  We particularly  focused on the hospital industry,  which
has recently been  targeted by the EPA as a major source of pollution.  Mercury,
in particular,  has been marked as a problem,  with the EPA citing the fact that
three  grams of mercury is enough to pollute a 60 acre lake.  Sources of mercury
in hospitals  extend  beyond  thermometers  and include many  standard  cleaning
products  that have been  recently  found to be  contaminated  with  significant
amounts of mercury.  To address  this  concern,  we have  tested our  commercial
cleaning products at a major hospital. Those test results showed our products to
be mercury free.

         Under the banner of the "SafeScience Environment," we are also reaching
out to hotels,  schools  and  office  buildings  such as the first  "SafeScience
Building,"  a  500,000-square-foot  office  building in Houston,  Texas which is
cleaning with  SafeScience  products on a trial basis. We are in discussion with
several other municipalities and institutions,  including a significant building
management  company.  Some of these  organizations  have already begun  ordering
SafeScience products.

         Some of the  major  benefits  of our  products  are  their  competitive
performance,  their non-corrosive and non-abrasive qualities,  and the fact that
they are not  hazardous to human health and are  biodegradable.  These  products
have been tested and used by a major U.S.  airline,  metropolitan  mass  transit
systems,  schools,  hospitals and the U.S.  Armed  Forces,  among others under a


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licensor's  trade name. Sales under the  SafeScience(R)  brand name began in the
second quarter of 1999.

         Agricultural  Products. We are attempting to decrease reliance on toxic
agricultural  chemicals.  Our  principal  agricultural  product,  Elexa PDB,  is
designed  to  improve a  plant's  natural  ability  to  resist  disease.  Unlike
traditional fungicides (i.e., chemicals which are toxins that function as agents
to  kill  fungus  directly)  our  lead  fungicide   product,   Elexa,   contains
carbohydrate  compounds, or natural complex "sugars," that are known to have low
toxicity and little impact on the environment.

         Our lead agricultural product,  Elexa PDB, has been designed to inhibit
the  penetration  and  development  of fungal  pathogens in a variety of plants,
including many important  agricultural  crops.  In 1998 and 1999,  Elexa PDB was
tested in over 40 domestic and  international  field  trials at several  leading
agricultural universities, at independent professional testing sites and through
our overseas distributors. In certain of these trials Elexa PDB was shown  to be
effective  in grapes,  cucumbers and  strawberries in  eliciting the plant's own
defenses against a variety of commercially  significant diseases such as powdery
mildew,  downy mildew and gray mold.

         Elexa  PDB 1%  formulation  has  been  approved  by the  United  States
Environment Protection Agency, ("EPA").  However, we are still awaiting approval
by both EPA and the California state pesticide  regulatory  agency for the Elexa
PDB 4% formulation. We intend to focus our approval efforts for Elexa on its use
to control powdery mildew on grapes. If we obtain such approvals, we expect that
sales of Elexa PDB may begin in 2001.

         Other agricultural products are in various stages of testing.

         Home  and  Garden  Products.  We  intend  to sell a  unique  fertilizer
delivery  granule  for  garden  and shrub  care in the  consumer  market.  These
granular  fertilizer  products  include  All-Purpose  Garden and Fruit & Flower.
These granular fertilizers use technology in which nutrients are embedded within
cellulose  fiber granules that are  biodegradable  and facilitate the controlled
release of nutrients to the plant. The  timed-release  nitrogen formula promotes
efficient  plant uptake,  minimizing the leaching of nitrogen into  groundwater.
The essential  micronutrients,  bioavailable  potassium and specially  processed
humate also serve as an energy source for  beneficial  soil  microorganisms.  We
expect to market several of these products for the growing season 2000.


International Gene Group

         Theoretical  Background.  Cells  recognize one another through pairs of
complementary  structures  on their  surface.  A structure  on one cell  carries
encoded  biological  information  that a structure on another cell can decipher.
While nucleic acids and proteins were previously recognized as the major classes
of  biological  materials  involved in cell  recognition,  it has recently  been
theorized (though not scientifically established) that carbohydrates play a role
as well.  The  majority  of a cell's  surface  components  contain  carbohydrate
structures  on the cell,  which  change  characteristics  as the cell  develops,
differentiates and sickens.

         It is contended  that cell adhesion  plays a key role in  non-bacterial
diseases,  cancer  and cancer  metastasis.  Metastasis  is the  process by which
cancer cells spread  throughout the body,  beginning at the primary  tumor.  The
spread of the cancer  cells  throughout  the body is the main cause of death for
cancer patients.  These cells,  once circulating in the bloodstream  after their
detachment  from the primary  tumor,  must adhere to new cells in other parts of
the body in order to proliferate to form new tumor colonies. Malignant cells may


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thus recruit the very  adhesion  molecules  that are part of the body's  natural
defense  mechanism to promote their own metastasis.  We thus believe that drugs,
which  inhibit  this  process of  adhesion,  may  therefore  inhibit  metastasis
although this theory has not been scientifically established.

         Complex  Carbohydrate  Substance  (GBC-590).  GBC-590 may offer a novel
approach to controlling  the  progression of cancer,  by disrupting the cellular
recognition process of roaming cancer cells and preventing them from reattaching
to each other and to normal  tissue.  The GBC-590  compound acts as a "molecular
decoy" by  recognizing  specific  substances  called  "lectins" on cancer cells,
attaching  itself to the lectins and  preventing  those cells from  aggregating.
GBC-590 may thus prevent metastasis, while the body's immune system destroys the
individual cancer cells marked with the carbohydrate molecule.

         Phase I clinical trials of GBC-590, at the MD Anderson Cancer Center in
Houston,  Texas and at  Pennsylvania  Oncology  and  Hematology  Associates,  an
affiliate  of  the   University  of   Pennsylvania   -  School  of  Medicine  in
Philadelphia,  Pennsylvania,  were  completed  in 1999.  Phase I is  intended to
assess toxicity; GBC-590 was well tolerated in patients.

         There can be no assurances at present that  injection with GBC-590 will
prove effective in reducing or eliminating the spread of cancer in humans. Phase
II studies  of GBC-590  are scheduled to  commence at the Beth  Israel/Deaconess
Hospital  in Boston, Massachusetts, the University of Chicago Pritzker School of
Medicine   in  Chicago,  Illinois  and  Christiana  Healthcare,  in  Wilmington,
Delaware, all subject to IRB approval, in 2000.

         CAN-296.  CAN-296 is an  anti-fungal  agent  derived  from a  naturally
occurring   complex   carbohydrate,   designed  for  treatment  of  Candida  and
Apsergillus infections. Candida, a common fungal disease, can take on two forms:
deep-seated  infections  which can be fatal and  superficial  infections such as
athlete's foot, skin infections and vaginitis.  The former systemic Candida,  as
well as,  Apsergillus  infections  are prevalent in  immuno-suppressed  patients
including  individuals  undergoing cancer  chemotherapy or transplant surgery as
well as AIDS, leukemia and severe/progressed  diabetes patients.

         Current  therapies  for Candida have been in the  marketplace  for more
than 20  years  and,  when  administered  systemically,  can have  serious  side
effects.  Despite  substantial  advances in patient care, there remains a 30-40%
mortality rate from Candida in immuno-suppressed  patients,  and many strains of
Candida have developed resistance to current anti-fungal agents.

         CAN-296  has been  tested  in vitro  against  many  Candida  pathogenic
isolates  including  resistant strains and demonstrated  superior  efficacy.  It
killed or  inhibited  many  fungal  strains  at  concentrations  lower  than one
microgram per milliliter.  We may file an  Investigational  New Drug application
("IND")  with  the  FDA  during  2000  or  2001.  There  are no assurances  that
application of CAN-296 will prove effective in reducing or  eliminating  Candida
infection in humans, and there have been no clinical studies  or tests conducted
to prove such an effect.

Manufacturing

         We have established  manufacturing and distribution  relationships with
several  firms,  that we  believe  will  provide  the  capability  to  meet  our
anticipated  requirements  for the foreseeable  future.  Certain  products under
license from third parties are manufactured by the licensors,  helping to ensure
that the proper attributes are conveyed  directly to the end products.  We audit
our contract-manufacturing firms for process capability,  management control and


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for the  capacity to  scale-up  production  in the event that larger  volumes of
product are needed.

         Materials  and  components  are  selectively   sourced  from  suppliers
nationally.  We have  good  working  relationships  with  all our  manufacturing
associates and suppliers.

Government Regulation

         Certain of our  activities  are subject to extensive  federal and local
laws and  regulations  controlling  the  development,  testing,  manufacture and
distribution  of  pesticide  and  pharmaceutical  products.  The  pharmaceutical
products of our IGG subsidiary are subject to regulation as therapeutics by FDA,
while  many  of  our  agricultural and home and garden products, including Elexa
PDB,  are  regulated  as  fungicides,  insecticides or herbicides by the EPA and
other Federal and state regulatory agencies. In addition,  our products may also
be  subject to varying degrees of regulation by a number of foreign governmental
agencies. Compliance with FDA and EPA regulations  often results in  substantial
costs  relating  to  laboratory  and  clinical  testing of new products, for the
preparation  and  filing of documents in required formats and for other testing.
Moreover,  there are no assurances that we will receive the approvals  necessary
to commercially  market our products.

Food and Drug Administration Regulation

         The FDA  approval  process  consists  of four steps that all new drugs,
antibiotics and biologicals must follow. These steps are:

         1.  investigational new drug application
         2.  clinical trials
         3.  new drug application (review and approval)
         4.  post-marketing surveys

         In 1993 the FDA approved new  procedures to accelerate  the approval of
certain   new  drugs  and   biological   products   directed   at   serious   or
life-threatening  illnesses.  These new  procedures are intended to expedite the
approval  process for patients  suffering  from terminal  illness,  if the drugs
subject to approval provide a therapeutic advantage over existing treatment.  We
believe that GBC-590 may fall under the FDA guidelines for accelerated approval,
since they are  targeted  as  potential  treatments  for cancer  metastasis  and
primary tumors,  although there can be no assurance that they will be subject to
such accelerated approval standards.

         Human clinical trials are conducted in three phases, normally involving
progressively larger numbers of patients.  Phase I clinical trials are concerned
primarily  with  learning more about the safety of a drug,  by  determining  the
drug's  toxicity.  Typically  oncology  related  Phase 1  trials  involve  20-40
patients,  taking one to two years to complete.  Phase I has been  completed for
GBC-590.

         Assuming  the  results  of  Phase I  testing  present  no  toxicity  or
unacceptable  safety problems,  Phase II trials may begin. The primary objective
of this stage of clinical testing is to determine  whether the drug is effective
in treating the disease or condition for which it is intended.  Phase II studies
may take a year or longer and could  involve 200 or more  patients for each type
of disease or illness  tested.  These studies are randomized  controlled  trials
that also attempt to disclose  short-term side effects and risks in people whose
health is  impaired.  A number of  patients  with the  disease or  illness  will
receive the treatment while a control group will receive a placebo. We intend to


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begin Phase II trials for GBC-590 in prostate, pancreatic,  colorectal and liver
cancer in 2000.

         The  objective of Phase III is to develop  information  that will allow
the drug to be marketed and used safely.  Phase III trials  involve  hundreds of
people with the objective of expanding on the research  carried out in Phase II.
Among the  objectives of Phase III trial are to determine  optimum  dosage rates
and  schedules,  to discover  less common or even rare side  effects and adverse
reactions, and to generate information that will be incorporated into the drug's
labeling and the  FDA-approved  guidelines  to  physicians  and others about how
properly to use the drug. The third step that is necessary  prior to marketing a
new drug is the New Drug  Application  (NDA)  submission  and approval.  In this
step, all the information generated by the clinical trials will be submitted for
review and, if successful, the drug will be approved for marketing.

         The final step of the FDA approval  process is the random  surveillance
or surveys of patients  being  treated with the drug to determine  its long-term
effects.  This step has no  effect on the  marketing  of the drug  unless  toxic
conditions arise. The time required to complete all four of these steps averages
seven years, but can take significantly  longer.  There is no assurance that the
Company will ever receive FDA approval of any of its products.

Environmental Protection Agency Approval

         Our  subsidiary,  SafeScience  Products,  is  required  to  obtain  the
approval  of  the  EPA  before  beginning  to  sell  products  which  constitute
fungicides, insecticides or herbicides.

         The EPA approval process begins with the design and initiation of tests
to determine the chemistry of the compound  being  submitted and its toxicity in
animals. In addition,  the manufacturing  procedures must be clearly defined and
submitted  with the  registration.  Once the EPA  approval  process  begins,  it
typically takes 12 to 14 months for approval of safer biological  products.  The
EPA  regulatory  process  for the  first  generation  (1%)  Elexa  PDB has  been
completed.  The  Federal  EPA  and  state  regulatory  approvals  for a  new  4%
formulation  of Elexa  PDB are  pending.  The  Company  applied  for  California
environmental  protection  agency  registration  for both the  original  and new
formulation during the second half of 1999 and we are still awaiting  California
State  approval.  The Company will also seek to register its products with other
state  regulatory  agencies.  There  can  be  no assurance that the Company will
receive  approval  for  all  of Elexa PDB's labelling claims from the EPA or the
state of California, or other state regulatory agencies if it is approved at
all.

         The process of obtaining EPA approval for certain other products now in
development has already commenced. An application is currently being pursued for
the microbial  agent BB447 as an  alternative to the  conventional  use of toxic
chemicals to kill ants and cockroaches. Our nutrient and fertilizer products for
the agricultural and home and garden markets do not require EPA approval.

         The  Company  intends to pursue  approvals  to the extent  required  by
foreign environmental protection agencies.

Marketing and Distribution

         The name  "SafeScience"  is an important  asset. It is not only a brand
name but also a statement of our philosophy. It has also served as the thesis of
our marketing strategy,  tying together a variety of products in a cross-section
of categories. Our products will be marketed under the brand name "SafeScience,"
as well as various  co-branded and private  labels,  in the United  States.  Our
packaging  communicates the products'  performance and nontoxic profile. We have
either registered or are in the process of registering the trademark SafeScience


                                       9
<PAGE>

in all our targeted U.S. and foreign  markets.  We  distribute  our cleaning and
home and garden products through national and local retailers,  primarily in the
New England region. We seek to develop  relationships with additional  retailers
with the assistance of Daymon Associates and our international distributors,  in
addition to our own efforts to expand the distribution of our current and future
products.

Our Marketing Efforts are Focused in Several Areas

         Consumer Products. An important relationship is with Daymon Associates,
a leading  corporate  branding and retail sales  company.  Daymon  Associates is
introducing  our  consumer   cleaning   product  line  to  its  client  base  of
supermarkets,  mass merchandisers and drugstores as a "better brand" that offers
leading-brand performance and chemical safety at a competitive,  corporate brand
price.  We intend  to use  Daymon  Associates  for our  other  consumer  product
categories as they may be introduced.

         A significant  milestone of our marketing  efforts has been our program
with Shaw's  Supermarkets of New England.  On September 13, 1999, we announced a
program with Shaw's to co-brand eight household  cleaning  products under Shaw's
Own Label program.  They lead the supermarket industry in sales of private label
products, at 40% of total sales. The "Shaw's SafeScience" cleaners represent the
first time Shaw's has ever offered co-branded products.

         Our relationships with Daymon Associates and Shaw's are two examples of
the acceptance of "SafeScience" as a retail branding concept.  We hope to expand
our market  penetration  through  additional  alliances and judicious use of our
brand.

         Institutional  Products.  We are marketing our  institutional  cleaning
products  through  distributors  as well as  directly  to  building  maintenance
businesses, state departments, municipalities, schools, prisons and merchants.

         Agriculture. We are marketing our commercial agricultural products both
domestically  and  in  foreign  markets.   We  have  established  a  network  of
independent  distributors  in over 25  countries  throughout  the  world.  These
distributors recognize the combined business and social value of SafeScience and
are committed to advancing economic,  environmental and health benefits in their
nations and  worldwide. We anticipate that commercial sales may begin in 2000 of
2001 for several of our agricultural products.

         Home & Garden.  We are marketing our consumer home and garden  products
through  retailers  such as home and garden  centers,  hardware  stores and mass
merchandisers,  as well as over the  Internet.  We hope to  continue to generate
awareness of these products, the first of which we commenced  advertisements for
on television, radio, print media and trade journals in early 1999.

         The Internet.  The Internet  provides us with an  international  online
audience that is self-selected for its interest in ideas concerning chemical and
environmental  safety.  It allows potential  partners  throughout the world with
ideas,   information   and   products   to  contact  us.  We  can  be  found  at
http://www.safescience.com.

Competition

         Our  products  will  encounter   significant   competition  from  firms
currently  engaged  in  the  pharmaceutical,   biotechnology,  agrochemical  and
consumer  products   industries.   The  majority  of  these  companies  will  be


                                       10
<PAGE>

substantially larger than the Company, and have substantially  greater resources
and longer operating histories.

Product Liability

         Because  the  Company's   products  are  used  in  a  wide  variety  of
applications  including human therapeutic,  household or industrial cleaning and
agricultural  commodities including food products, the Company may be exposed to
significant   product  liability  claims.  The  Company  has  purchased  product
liability  insurance  for all its  products,  which  it  believes  is  adequate;
however,  there can be no assurance that  available  amounts of coverage will be
sufficient  adequately  to  protect  the  Company  in the event of a  successful
product liability claim.

Patent Status and Protection of Proprietary Technology

         We own or  license  proprietary  rights  with  respect  to  many of our
products.  Some of the  products we have either  developed  in house or licensed
from  others  have been  issued  patents,  and many other  product  patents  are
pending.  We are  continuing to pursue these patents;  however,  there can be no
assurance that our products or our technology will be granted patent protection,
or will not infringe on patents owned by others.  A patent has been granted on a
compound which is similar to GBC-590,  the claims of which conflict with certain
claims in the GBC-590  patent  application.  The GBC-590  patent  application is
pending at the U. S.  Patent and  Trademark  Office and based upon the claims of
this application the Company expects to receive a patent.

         Dr.  David  Platt,  our  Chairman  and CEO as well as a  Director,  has
granted our IGG subsidiary an exclusive, world-wide license, including the right
to  sublicense,  for all products  covered by patents,  (if and when granted) or
patent  applications  that  he  has  developed  (including   GBC-590).   IGG  is
responsible  for payment of all costs  connected with obtaining and  maintaining
the patents. In the case of GBC-590, Dr. Platt is entitled to a royalty of 2% of
all net sales. See "Certain Relationships and Related Transactions" below.

         To the  extent  that the  Company  currently  relies  upon  unpatented,
proprietary  technology,  processes  and  know-how  and the  protection  of such
intellectual property by confidentiality  agreements,  there can be no assurance
that others may not  independently  develop  similar  technology and know-how or
that confidentiality will not be breached.  We believe our intellectual property
rights are significant and that the loss of all or a substantial portion of such
rights could have a material adverse effect on our business, financial condition
and results of  operation.  There is no assurance  that any patents will ever be
granted on our unpatented intellectual property.

Uncertainties Associated with Research and Development Activities

         The Company intends to continue its research and development activities
on its human therapeutic  products and those of its other products which are not
presently  ready for market and are in various stages of  development.  Research
and development  activities,  by their nature, preclude definitive statements as
to the time required and costs involved in reaching certain objectives  although
the costs of these  activities will be significant.  If research and development
requires  more  funding than  anticipated,  the Company will have to achieve the
necessary  levels of sales to  continue  to  support  research  and  development
expenses,  will have to reduce product  development  efforts or seek  additional
financing.  There can be no assurance  that the Company  would be able to secure
any necessary  additional financing or that such financing would be available on
favorable terms.



                                       11
<PAGE>

Dependence Upon Key Personnel

         The Company relies greatly in its efforts on the services and expertise
of its current senior officers:  David Platt, Ph.D., CEO, Secretary and Chairman
of the Board of the  Company;  Bradley J.  Carver,  President,  Treasurer  and a
member of the Board of Directors;  Richard A. Salter,  Senior Vice  President of
the Company and a member of the Board of  Directors.  The  operation  and future
success of the Company would be adversely  affected in the event that Dr. Platt,
Mr. Carver or Mr. Salter was  incapacitated or the Company was otherwise to lose
their services.

Certain Factors That May Affect Future Results

         Forward-looking   statements   are  made   throughout   this  document.
Typically,  the use of the  words  "believe",  "anticipate",  "plan",  "expect",
"seek", "estimate" and similar expressions identify forward-looking  statements.
Unless  a  passage  describes  a  historical  event,  the  statement  should  be
considered  a  forward-looking  statement.  In  keeping  with the "Safe  Harbor"
provision of the Private Securities  Litigation Reform Act of 1995, it should be
noted  that   forward-looking   statements   regarding  the   Company's   future
expectations  and  projections  are not guarantees of future  performance.  They
involve risks, uncertainties and assumptions,  and many of the factors that will
determine  the  Company's  future  results are beyond the  Company's  ability to
control or predict.  Therefore,  actual  results may differ  significantly  from
those  suggested  by  forward-looking  statements.  These  risks  include  those
detailed  under the heading  "Certain  Factors That May Affect  Future  Results"
immediately  following the  "Management's  Discussion and Analysis of Results of
Operations and Financial Condition."

Employees

         At December 31, 1999 we had  approximately  53 employees on a full-time
basis and also employed  several  part-time  workers.  Our full-time  employment
roster grew by 37  employees  since  January 1, 1999 and we may hire  additional
full-time  and/or  part-time  employees,   as  well  as  consultants  and  other
professionals, as necessary to support the growth of our business.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS  AND
         FINANCIAL CONDITION

         The  following  discussion  should  be read  in  conjunction  with  the
consolidated  financial statements and notes thereto appearing elsewhere in this
report.

Results of Operations: December 31, 1999 versus December 31, 1998

         Revenues  increased  from $0 for the year ended  December  31,  1998 to
$1,368,513  for the year ended  December 31, 1999 and  consisted of sales of the
Company's  household  products.  During 1999 the Company commenced a new program
utilizing co-branding of its household products with the second largest regional
supermarket chain in New England. In addition,  the Company introduced a private
label line of products with a major  pharmacy chain in the U.S. The Company also
sold  products  through  its  participation  in a barter for  advertising  media
program.



                                       12
<PAGE>

         Cost of goods sold for the year ended December 31, 1999 was $1,410,731,
compared to $0 in 1998.  Cost exceeded  revenues for the period by $42,218.  The
increase  was  primarily  due to  freight  and  warehousing  costs  of  $126,177
associated with operations of a warehouse to service local accounts, delivery of
sample  product to  potential  customers  and  representatives,  and  additional
freight expense  incurred in shipping less than truckload  quantities to distant
warehouse locations. Start-up costs for new products were significantly affected
by expedited production to meet delivery schedules.

         General and  administrative  expenses  increased to $6,500,041  for the
year ended  December 31, 1999 from  $4,339,093  for the year ended  December 31,
1998,  an  increase  of  $2,160,948  or 49.8%.  This  increase  was  principally
attributable to a combination of additional  administrative  compensation  costs
and related employee benefits expenses  resulting from the Company's new product
lines,  including an increase in the number of employees  and  increased  travel
expenses  due to the  Company's  efforts  to expand  its  distribution  network.
Non-cash  compensation to various consultants and advisors of $2,618,257 in 1999
and $1,713,918 in 1998 resulted from the issuance of stock grants; stock options
and warrants to purchase common stock.

         Sales and marketing expenses increased  $3,112,796 from $81,793 for the
year ended December 31, 1998 to $3,194,589 for the year ended December 31, 1999.
Advertising  and  promotion  expenses  totaled $  1,255,795  for the year  ended
December 31, 1999. This includes amounts  expended on a multi-media  advertising
campaign  that  introduced  the  Company's  entire  line of  products as well as
assisted the promotional activities of two major customers. In addition,  during
1999 the Company built a marketing  staff of  experienced  managers in consumer,
industrial and agricultural  products.  Sales and marketing  employees increased
from 4 in  1998  to 22  employees  who  were  directly  involved  in  marketing,
promotion and customer support.

         Research and development  expenses increased to $2,910,299 for the year
ended December 31, 1999 from $2,174,400 for the year ended December 31, 1998, an
increase of $735,899 or 33.8%. This increase was principally attributable to the
Company's  ongoing  research  activities  on  GBC-590,  its lead  pharmaceutical
compound.  Included in research and  development  costs are $197,143 in 1999 and
$285,294 in 1998 of non-cash  compensation  resulting from the issuance of stock
grants, and stock options and warrants to purchase common stock.

         Interest  income  increased to $353,492 for the year ended December 31,
1999 from $122,173 for the year ended December 31, 1998, an increase of $231,319
or 189.3%.  This increase was  attributable to an increase in cash available for
investment  due to cash  proceeds  received  from six private  placements of the
Company's  securities  during  1999  and  1998  and  interest  charged  on notes
receivable from related parties.

         If non-cash  compensation  expenses  were  excluded from the results of
operations,  net loss for the  years  ended  December  31,  1999 and 1998  would
decrease from  $(12,301,718)  and  $(6,473,505) to $(9,486,318) and $(4,474,293)
respectively.  Loss per share for the periods  would  decrease  from $(0.77) and
$(0.50) to $(0.61) and $(0.34) respectively.




                                       13
<PAGE>

Results of Operations: December 31, 1998 versus December 31, 1997

         General and  administrative  expenses  increased to $4,339,093  for the
year ended  December 31, 1998 from  $2,428,072  for the year ended  December 31,
1997,  an  increase  of  $1,992,894  or  82%.  This  increase  was   principally
attributable to a combination of additional  administrative  compensation  costs
and related employee  benefits expenses  resulting from the Company's  increased
research and development  activities,  and marketing and product  promotion,  an
increase  in the  number of  employees,  increased  travel  expenses  due to the
Company's  efforts  to  build  worldwide  distribution,   and  additional  costs
associated  with  shareholder  and public  relations.  Compensation  payments to
various  consultants  and advisors of $1,141,750 in 1997 and  $1,713,918 in 1998
resulted  from the  issuance of stock  grants;  stock  options  and  warrants to
purchase common stock.

         Research and development  expenses decreased to $2,174,400 for the year
ended December 31, 1998 from  $2,390,021 for the year ended December 31, 1997, a
decrease of $215,621 or 9.0%. This decrease was principally  attributable to the
Company's  discontinuance of certain subcontracted  research activities in 1998.
Included in  research  and  development  costs is  $240,710  resulting  from the
issuance of stock  grants,  and stock  options and  warrants to purchase  common
stock.

         Interest  income  increased to $122,173 for the year ended December 31,
1998 from $83,618 for the year ended  December 31, 1997,  an increase of $38,555
or 46.1%.  This  increase  was  attributable  to an  increase  in  average  cash
available  for  investment  due to  cash  proceeds  received  from  two  private
placements of the Company's securities during 1998.

Liquidity and Capital Resources

         Since inception,  the Company has funded its operations  primarily with
the proceeds from debt and equity securities totaling approximately $23,875,000.
For the year ended December 31, 1999, the Company's  operations utilized cash of
$9,989,000  primarily to fund the operating loss. This use of cash was offset by
equity  financings  that resulted in net proceeds of $10,955,000 to the Company.
In 1998, the Company's operations utilized cash of $4,493,000,  which was offset
by equity financings that resulted in net proceeds of $5,531,000.

         Capital  expenditures  for the  year  end  December  31,  1999  were as
follows:

                  Computer Software                    $ 58,517
                  Office Equipment                       11,883
                  Motor Vehicle                          25,026
                  Furniture and Fixtures                 95,601
                  Computer Equipment                    165,068
                  Machinery and Equipment                68,965
                                                       --------
                                                       $425,060
                                                       ========



                                       14
<PAGE>

         The  Company  has  no  significant  commitments  for  the  purchase  of
equipment,  product  manufacturing or marketing efforts at present.  The Company
leases office  facilities  under an operating  lease that ends in May 2004. Rent
expense for this space will be  approximately  $296,000 in 2000. The Company may
also have the  ability to expand its space in its current  location  and to meet
its continuing  needs; in such event, the Company's annual rent expense would be
subject to increase.

         The Company made loans to related parties totaling  $574,177 during the
year ended December 31, 1999.

         The Company has entered into various licensing  agreements that require
future cash payments.  Aggregate future payments under licensing  agreements are
approximately $200,000 of which approximately $50,000 is payable in 2000.

         During the first quarter of 2000, the Company agreed to retain Covance,
Inc. for the purpose of conducting  studies to evaluate the effect of GBC-590 in
clinical  trials.  The  duration  of  the  pancreatic  cancer  study  may  cover
approximately  25 months and may cost  approximately  $900,000.  The  colorectal
cancer  study may  require 25 months and may cost  approximately  $1,650,000.  A
separate  services  agreement in support of the Company's  CAN-296 product in an
amount up to $360,000 was executed on January 31, 2000.

         As of December 31, 1999, the Company's cash balances were approximately
$3,377,000,  as compared to $3,439,000 as of December 31, 1998.  The Company has
no bank lines of credit or other commercial financing sources at present but may
seek such sources in the future. It is not known whether  additional funds could
be borrowed from stockholders or other sources.

         During the first quarter of 2000, the Company has raised  $5,000,000 in
a private placement offering of common stock whereby 346,020 shares were sold at
$14.45 per share. These shares included a warrant to purchase 108,996 additional
shares at $15.98 per share exercisable for five years, and a warrant to purchase
shares at $0.01 per share,  the number of shares to be  determined in the future
according to a formula based on the then price per share  compared to the $14.45
common stock offering price.  The purchasers have certain rights,  including but
not limited to, registration  rights,  rights-of-first-refusal,  and adjustments
for  certain  events.  Net  proceeds  from the  offering  were  $4,625,000.  The
purchasers have a commitment to purchase up to $2,000,000 additional shares upon
the date at which the  registration  statement  for the initial  shares  becomes
effective,  provided the date is no later than June 29, 2000.  In addition,  the
purchasers have a commitment to purchase  $7,000,000 in additional shares at the
price  equal to the lesser of (i) 110% of the  average of the closing bid prices
of the  Company's  Common Stock for the four trading days  preceding the closing
date of the tranche and (ii) $16.00,  with additional  warrants within 190 - 210
days  from  the  closing  of the  initial  transaction  subject  to  conditions,
including but not limited to, market  capitalization,  trading volume, and share
price conditions.

         During the first quarter of 2000,  the Company  raised  $4,000,000 in a
private  placement  offering of common stock whereby 333,334 shares were sold at
$12.00 per share.  These shares included  warrants to purchase 75,758 additional
shares at $15.98 per share  exercisable  for five  years.  The  purchasers  have


                                       15
<PAGE>

"piggyback"  registration  rights in any  registered  public  offering of common
shares by the Company subject to standard  underwriter consent and cut-backs and
lock-ups.

         As of March 31,  2000,  the  Company's  cash and cash  equivalents  was
approximately $9,250,000.

         The Company's  future is dependent upon its ability to obtain financing
to fund its  operations.  The Company  expects to incur  substantial  additional
operating  costs,  including  costs related to ongoing  research and development
activities,  sales and marketing  activities,  preclinical  studies and clinical
trials.  The Company believes that its existing funds will be sufficient to fund
its operating expenses and capital requirements as currently planned through the
end of 2000.

Year 2000

         The Company relies upon a diverse  assortment of computer  hardware and
software,  the  integrated  operation of which is  essential  to the  successful
implementation  of the  Company's  operations.  In  1999,  the  Company  began a
comprehensive review of its information technology systems and other systems and
equipment and developed a year 2000 implementation  program. Full compliance and
testing was completed before the end of 1999.

         Subsequent  to the end of 1999,  the  Company's  operations  are  fully
functioning and have not experienced any significant issues relating to the Year
2000.  While the Company is  encouraged  by the result of its Year 2000 efforts,
monitoring for any potential problems will continue throughout 2000.

         Although  the Company  does not  believe  that any  continued  exposure
exists,  the Company has a  contingency  plan for possible  Year 2000 issues and
will continue to update that plan based on assessments  of any  subsequent  Year
2000 issues as additional information becomes available.

Market Risk

         The  Company is exposed to market  risk  related to changes in interest
rates as well as changes in currency exchange rates as measured against the U.S.
dollar and each other which could  positively  or negatively  affect  results of
operations  and retained  earnings.  As of December  31,  1999,  the Company has
evaluated its risk and determined that any exposure to currency  exchange is not
significant to the Company's overall consolidated  financial results.  There can
be no  assurance  that the  Company's  exposure  will  remain  at these  levels,
especially in the event of significant  and sudden  fluctuations in the value of
local currencies.  The Company does not use derivative financial instruments for
speculative or trading purposes.

Interest Rate Sensitivity

         The Company  maintains  short-term  investments  in an overnight  money
market account  comprised of U.S.  treasury bills. If market interest rates were
to  increase  immediately  and  uniformly  by 10% from  levels  that  existed at
December  31,  1999,  the  fair  value  of the  portfolio  would  decline  by an
immaterial amount.




                                       16
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

   To the Stockholders and Board of Directors of SafeScience, Inc.:

        We  have  audited  the  accompanying   consolidated  balance  sheets  of
SafeScience,  Inc. and subsidiaries (the Company)  (formerly IGG  International,
Inc., a Nevada  corporation)  as of December 31, 1999 and 1998,  and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
each  of  the  three  years  in  the  period  ended  December  31,  1999.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

        We conducted our audits in accordance with auditing standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

        In our opinion, the consolidated  financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company as of December 31, 1999 and 1998,  and the results of its operations
and its cash flows for each of the three years in the period ended  December 31,
1999, in conformity with accounting  principles generally accepted in the United
States.

   /s/ Arthur Andersen


   Boston, Massachusetts
   February 23, 2000
   (except for the matter discussed in Note 11,
   for which the date is March 30, 2000)


                                       17
<PAGE>

<TABLE>

                                SAFESCIENCE, INC.
                           CONSOLIDATED BALANCE SHEET
<CAPTION>



                                                                                     DECEMBER 31,
                                                                                     ------------
                                                                           1999                        1998
                                                                           ----                        ----

<S>                                                                       <C>                         <C>
ASSETS
Current assets:
   Cash and cash equivalents .................................            $ 3,377,067                 $ 3,439,408
   Accounts receivable, net of allowance for doubtful
      accounts of approximately $43,000 at December 31,                        95,222                         ---
1999  ........................................................
Inventory ...................................................                 356,211                         ---
Prepaid expenses, trade credits and other current   assets  ..                538,823                     112,673
                                                                  -------------------         -------------------
           Total current assets   ............................              4,367,323                   3,552,081
                                                                  -------------------         -------------------

PROPERTY AND EQUIPMENT, AT COST
Computer, office and laboratory equipment ....................                470,614                     187,255
Furniture, fixtures and leasehold improvements  ..............                210,274                     114,673
Motor vehicles  ..............................................                 46,100                           -
                                                                  -------------------         -------------------
           Subtotal  .........................................                726,988                     301,929
Less accumulated depreciation ................................              (207,267)                    (81,704)
                                                                  -------------------         -------------------
           Total  ............................................                519,721                     220,224
                                                                  -------------------         -------------------

OTHER ASSETS .................................................
Note receivable-- related parties ............................                661,005                      86,827
Restricted cash...............................................                108,128                     108,128
Deposits......................................................                 14,068                       1,328
                                                                  -------------------         -------------------
      Total other assets .....................................                783,201                     196,283
                                                                  -------------------         -------------------
           Total assets.......................................             $5,670,245                  $3,968,588
                                                                  ===================         ===================











              The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>


                                       18
<PAGE>

<TABLE>

                                SAFESCIENCE, INC.
                      LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>


                                                                                          DECEMBER 31,
                                                                                          ------------
                                                                                   1999                    1998
                                                                                   ----                    ----

<S>                                                                              <C>                     <C>
Current Liabilities:
Current portion of capital lease obligation..........................            $      -                $    4,608
Accounts payable.....................................................                484,208                246,813
Accrued liabilities..................................................                644,945                185,443
Deferred revenue.....................................................                 19,975                 19,975
                                                                                 -----------             ----------
           Total current liabilities.................................              1,149,128                456,839
                                                                                 -----------             ----------
Capital lease obligation, less current portion.......................                      -                 11,300
                                                                                 -----------             ----------
Commitments and contingencies (Note 7)...............................                      -                      -

Stockholders' equity:
Preferred stock, $.01 par value;  authorized - 5,000,000
shares;  issued and outstanding - None...............................                      -                      -
Common  stock,  $.01 par value;  authorized  -  100,000,000
shares;  issued and outstanding:
  16,835,923 shares at December 31, 1999
  14,107,216 shares at December 31, 1998.............................                168,359                141,072
Additional paid-in capital...........................................             34,388,615             17,749,766
Note receivable from officer - issuance of common stock..............             (3,343,750)                     -
Accumulated deficit..................................................            (26,692,107)           (14,390,389)
                                                                                 -----------             ----------
           Total stockholders' equity................................              4,521,117              3,500,449
                                                                                 -----------             ----------
Total liabilities and stockholders' equity...........................            $ 5,670,245             $3,968,588
                                                                                 ===========             ==========











              The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>



                                       19
<PAGE>

<TABLE>

                                SAFESCIENCE, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
<CAPTION>

                                                                                      DECEMBER 31,
                                                                                      ------------
                                                                             1999               1998            1997
                                                                             ----               ----            ----
<S>                                                                     <C>             <C>              <C>
Sales......................................................             $1,368,513      $         -      $         -
Costs of Goods Sold........................................              1,410,731                -                -
                                                                       ------------     -----------      -----------
     Gross Loss............................................               (42,218)                -                -
                                                                       ------------     -----------      -----------

General and administrative expenses........................              6,500,041        4,339,093        2,428,072
Marketing expenses.........................................              3,194,589           81,793                -
Research and development expenses..........................              2,910,299        2,174,400        2,390,021
                                                                       ------------     -----------      -----------
     Operating loss........................................           (12,647,147)      (6,595,286)      (4,818,093)
                                                                       ------------     -----------      -----------

Other income (expense):
Interest expense...........................................                (8,063)            (392)                -
Interest income............................................                353,492          122,173           83,618
                                                                       ------------     -----------      -----------
     Total other income....................................                345,429          121,781           83,618
                                                                       ------------     -----------      -----------

Net loss...................................................          $(12,301,718)     $(6,473,505)     $(4,734,475)
                                                                       ============     ===========      ===========
Basic and diluted net loss per common share................              $  (0.77)        $  (0.50)        $  (0.43)
Basic and diluted weighted average number of common shares
     outstanding ..........................................             16,060,783       13,000,259       11,022,577














              The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>



                                       20
<PAGE>

<TABLE>

                                SAFESCIENCE, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<CAPTION>

                                                   COMMON STOCK                        NOTE                STOCKHOLDER
                                              -----------------------  ADDITIONAL    RECEIVED                EQUITY
FOR THE YEARS ENDED DECEMBER 31               NUMBER OF                  PAID-IN       FROM    ACCUMULATED  (DEFICIT)
1999, 1998, AND 1997                             SHARES       AMOUNT    CAPITAL      OFFICER    DEFICIT
----------------------------------------------------------------------------------------------------------------------

<S>                                            <C>            <C>     <C>           <C>       <C>           <C>
BALANCE, DECEMBER 31, 1996                     9,462,641      $94,626 $3,385,874            - (3,182,409)    $  298,091

Common stock issued for cash at $2.00 to
$3.00 per share with warrants attached, net      750,000        7,500  1,567,500            -                 1,575,000
of costs of   $175,000......................

Common stock issued as part of a private
placement at $2.50 per share with warrants
attached, net of issuance costs of $63,375..     463,000        4,630  1,076,995            -                 1,081,625

Common stock issued as part  of a private
placement at  $3.00 per share with warrants      533,867        5,339  1,596,478            -                 1,601,817
attached....................................

Common stock issued for common stock of
International Gene Group, Inc. minority          205,469        2,055    717,087            -                   719,142
interests...................................

Common stock issued for consulting services
and wages valued at $2.00 to $5.81 per share     195,800        1,958    822,300            -                   824,258

Stock options for 141,426 shares of common
stock issued for consulting and
professional services valued at $2.90 to               -            -    557,662            -                   557,662
$5.83 per option............................

Stock options exercised.....................     187,799        1,878     (1,878)           -                         -

Warrants exercised..........................     300,000        3,000    517,000            -                   520,000

Net loss....................................           -            -          -            -  (4,734,475)   (4,734,474)

BALANCE, DECEMBER 31, 1997                    12,098,576      120,986 10,239,018            -  (7,916,884)    2,443,120
----------------------------------------------------------------------------------------------------------------------
Common stock issued as part of a private
placement at  $2.75 per share with warrants      181,818        1,818    498,182            -                   500,000
attached....................................

Common stock issued as part of a private
placement at $3.00 per share with warrants       145,999        1,460    436,540            -                   438,000
attached....................................

Common stock issued as part of a private
placement at $4.25 per share, net of             406,206        4,062  1,621,114            -                 1,625,176
$101,200 in issuance costs..................

Common stock issued as part of a private
placement at $3.50 per share net of $97,220      646,918        6,469  2,155,275            -                 2,161,744
in issuance costs...........................

Common stock issued as part  of a private
placement at  $4.50 per share...............     179,222        1,792    804,710            -                   806,502

Common stock issued for services and wages
valued at $2.88 to $6.94 per share..........     332,263        3,323  1,289,926            -                 1,293,249

Common stock issued as charitable
contribution at $3.55 to $4.30 per share....       5,000           50     18,450            -                    18,500

Stock options issued for consulting and
professional services valued at $3.63 to               -            -    687,463            -                   687,463
$7.66 per option............................

Stock options exercised.....................     111,214        1,112       (912)           -                       200

Net loss....................................                                                -  (6,473,505)   (6,473,505)

BALANCE, DECEMBER 31, 1998                    14,107,216      141,072  17,749,766           - (14,390,389)    3,500,449
----------------------------------------------------------------------------------------------------------------------
Options exercised...........................      71,153          712       (127)           -                       585

Options granted to non-employees............           -            -    528,233            -                   528,233

Private placements net of $445,259 in          1,615,706       16,157  9,119,944            -                 9,136,101
issuance costs..............................

Stock issued for services...................     218,276        2,183  1,413,727            -                 1,415,910

Warrants exercised..........................     545,396        5,454  1,812,374            -                 1,817,828

Notes receivable from issuance of common         250,000        2,500  3,341,250   (3,343,750)                        -
stock.......................................

Common stock issued as legal settlement.....      20,453          204    306,590            -                   306,794

Cashless options exercised..................       7,723           77    116,858            -                   116,935

Net loss....................................           -            -          -            -   (12,301,718)(12,301,718)

BALANCE, DECEMBER 31, 1999                    16,835,923     $168,359  $34,388,615 $(3,343,750)$(26,692,107)$ 4,521,117

                      The  accompanying  notes  are an  integral  part of  these consolidated financial statements.

</TABLE>


                                       21
<PAGE>

<TABLE>

                                SAFESCIENCE, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>

                                                                                YEAR ENDED DECEMBER 31,
                                                                               ------------------------
                                                                      1999                1998               1997
                                                                      ----                ----               ----
<S>                                                                  <C>                 <C>               <C>
Cash Flows from Operating Activities:
Net loss...................................................          $(12,301,718)       $(6,473,505)      $ (4,734,475)
Adjustments to reconcile net loss to net cash used in
    operating activities:
     Operating expenses paid in common stock and options...             2,367,871          1,999,212          1,382,460
     Issuance of stock for minority interest...............                     -                  -            719,142
     Depreciation and amortization.........................               125,563             53,684             15,545
Changes in assets and liabilities:
    Accounts receivable....................................               (95,222)                 -                  -
    Inventory..............................................              (356,211)                 -                  -
    Prepaid expenses, trade credits and other current
    assets.................................................              (426,150)           (61,354)           (31,678)
    Accounts payable.......................................               237,395             97,959             86,206
    Accrued liabilities....................................               459,503           (119,320)           176,663
    Deferred revenue.......................................                     -              9,975             10,000
                                                                       -----------        -----------        -----------
          Net cash used in operating activities............            (9,988,969)        (4,493,349)        (2,376,137)
                                                                       -----------        -----------        -----------
Cash Flows from Investing Activities:
    Purchases of property and equipment....................              (425,060)          (205,188)           (39,744)
    Loans to related parties...............................              (574,177)                 -            (90,000)
    Repayment of stockholders' loans.......................                     -              1,167                767
    Decrease (increase) in deposits, net...................               (12,741)             5,000             (4,539)
    Net cash paid in acquisition...........................                     -                  -                  -
    Decrease in restricted cash............................                     -             11,010           (119,138)
                                                                       -----------        -----------        -----------
          Net cash used in investing activities............            (1,011,978)          (188,011)          (252,654)
                                                                       -----------        -----------         ----------
Cash Flows from Financing Activities:
    Short-term borrowing...................................                     -                  -                  -
    Payment on short-term borrowing........................                     -                  -                  -
    Payments on notes payable..............................               (15,908)                 -                  -
    Payments for obligations under capital lease...........                     -             (5,166)                 -
    Proceeds from issuance of common stock.................              9,136,101         5,531,422           4,778,442
    Proceeds from exercise of warrants.....................              1,817,828                 -                   -
Proceeds from issuance of common stock on
    exercise of options....................................                   585                200                   -
                                                                       -----------        -----------        -----------
         Net cash provided by financing activities.........            10,938,606          5,526,456           4,778,442
                                                                       -----------         ---------         -----------
Net (Decrease) Increase in Cash............................               (62,341)           845,096           2,149,665
Cash and Cash Equivalents, beginning of period.............             3,439,408          2,594,312             441,661
                                                                       -----------        -----------        -----------
Cash and Cash Equivalents, end of period...................            $3,377,067         $3,439,408         $ 2,594,312
                                                                       ==========         ==========         ===========
Supplemental Disclosure of Cash Flow Information:
Equipment acquired under capital lease obligations.........                     -             21,074                  -
Note receivable from issuance of common stock..............             3,343,750                  -                  -
Supplemental Disclosure of Cash Flow  Information:
Cash paid for interest.....................................                   319                392                  -
                      The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>



                                       22
<PAGE>

                                SAFESCIENCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

         (a) ORGANIZATION

        SafeScience,  Inc.  (f/k/a IGG  International,  Inc.) (the  Company) was
formed in 1992 for the research and development of pharmaceutical products based
on carbohydrate chemistry. Today, the Company has two wholly owned subsidiaries:
International  Gene Group, Inc. and SafeScience  Products,  Inc. The Company has
expanded its focus to include other pharmaceuticals,  agricultural, consumer and
home  and  garden  products.  International  Gene  Group,  Inc.  focuses  on the
development of carbohydrate-based  pharmaceutical  products related to two major
areas of  disease:  cancer and fungal  infections.  SafeScience  Products,  Inc.
focuses on developing  agricultural,  consumer and home and garden  applications
for products some of which are also based upon carbohydrate  chemistries.  These
products will be either  licensed from or jointly  developed  with third parties
(Note 9).  SafeScience,  Inc.,  International  Gene Group,  Inc. and SafeScience
Products, Inc. maintain an office in Boston, Massachusetts.

        The Company was a development  stage  enterprise  from  inception  until
1998.

        The Company is producing  and  marketing  its  consumer  and  industrial
products while  continuing its efforts toward product  research and  development
and raising  capital.  Management  anticipates  that additional  revenues may be
derived  from  products  under  development  or those  developed  in the future.
Principal risks to the Company include the successful  development and marketing
of  products  to  obtain  profitable  operations,  dependence  on  collaborative
partners,  the need to obtain  adequate  financing  to fund  future  operations,
United  States  Food and  Drug  Administration  approval  and  other  regulatory
agencies,   clearance  and   regulation,   dependence  on  key  individuals  and
competition from substitute products and larger companies.

         (b) PRINCIPLES OF CONSOLIDATION

        The Company's  consolidated financial statements include the accounts of
the Company and its wholly owned  subsidiaries,  International Gene Group, Inc.,
and  SafeScience  Products,  Inc. All  material  intercompany  transactions  and
accounts have been eliminated in the consolidated financial statements.

         (c) USE OF ESTIMATES

        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 operational expenses during the reporting
period. Actual results could differ from those estimates.

         (d) REVENUE RECOGNITION

        The Company recognizes revenue related to product sales upon shipment of
the product. The Company provides for anticipated product returns at the time of
product shipment.  Approximately $703,000 or 51.4% of the Company's revenues for
the year ended December 31, 1999 were derived from a barter transaction.


                                       23
<PAGE>


         (e) CASH AND CASH EQUIVALENTS

        The Company considers all highly liquid debt instruments  purchased with
an original  maturity of three months or less to be cash  equivalents.  Cash and
cash equivalents at December 31, 1999 and 1998 include approximately  $1,042,000
and $254,000, and approximately $2,335,000 and $3,122,000, respectively, held in
an  overnight  investment  account,  which is  reinvested  daily  in  government
securities  funds and money market funds.  Restricted cash represents funds held
under an irrevocable  standby letter of credit. The letter of credit serves as a
security  for the  Company's  facility  lease.  The funds  are being  held in an
investment account.

         (f) INVENTORY

        Inventories  are stated at the lower of cost  (first-in,  first-out)  or
market and consist of the following:

                 DECEMBER 31, 1999
                 Raw Materials.............................         $266,702
                 Finished goods............................           89,509
                                                                   ---------
                 Total inventory...........................         $356,211
                                                                    ========


         (g) DEPRECIATION AND AMORTIZATION

        The  Company   provides  for   depreciation   and   amortization   using
straight-line and accelerated  declining balance methods to allocate the cost of
property and equipment over their estimated useful lives as follows:

                 ASSET CLASSIFICATION                  ESTIMATED USEFUL LIFE
                 --------------------                  ---------------------
                 Computer, office &  laboratory
                 equipment........................            3 - 5 years
                 Furniture and fixtures...........              7 years
                 Motor vehicles...................              4 years

         (h) RESEARCH AND DEVELOPMENT

        Research and development  costs, which consist primarily of expenses for
consultants, supplies and testing, are charged to operations as incurred.

         (i) NET LOSS PER SHARE

        In December 1997, the Company adopted Statement of Financial  Accounting
Standards  Statement (SFAS) No. 128, Earnings per Share. Basic loss per share is
computed using the weighted-average number of common shares outstanding. Diluted
net loss per share is the same as basic net loss per share as the  inclusion  of
common stock equivalents would be antidilutive. Antidilutive securities that are
not  included in diluted  net loss per common  share were  660,424,  840,532 and
601,763 for 1999, 1998 and 1997, respectively.

         (j) COMPREHENSIVE INCOME

        Effective  January 1, 1998, the Company adopted SFAS No. 130,  Reporting
Comprehensive  Income.  SFAS No. 130  establishes  standards  for  reporting and
display of comprehensive income and its components in the financial  statements.
Comprehensive  income  loss is  defined  as the  change in equity of a  business
enterprise  during a period from transactions and other events and circumstances



                                       24
<PAGE>


from  nonowner  sources.  The Company's  comprehensive  net  loss is the same as
net  loss  for all  periods presented.

         (k) DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE

        The Company has adopted SFAS No. 131,  Disclosures  About Segments of an
Enterprise and Related Information,  in the fiscal year ended December 31, 1998.
SFAS No. 131 establishes standards for reporting information regarding operating
segments in annual financial  statements and requires  selected  information for
those  segments  to  be  presented  in  interim   financial  reports  issued  to
stockholders.  SFAS No. 131 also establishes  standards for related  disclosures
about  products  and  services  and  geographic  areas.  Operating  segments are
identified  as  components  of  an  enterprise  about  which  separate  discrete
financial  information  is  available  for  evaluation  by the  chief  operating
decision-maker,  or  decision-making  group, in making decisions how to allocate
resources and assess performance. The Company's chief decision-maker, as defined
under SFAS No. 131, is the chief  executive  officer.  The  Company's  sales are
primarily  confined to one geographic  area.  During the year ended December 31,
1999,  99.3% of all sales were in the United  States.  To date,  the Company has
viewed its  operations  and manages  its  business  as two  principal  operating
segments:  SafeScience  products  and  pharmaceuticals.  Revenues  and  cost  of
revenues to date relate to SafeScience  products.  Our financial information has
been  reported  on the  basis  that we use  internally  for  evaluating  segment
performance and deciding how to allocate resources to segments.

         (l) CONCENTRATIONS OF CREDIT RISK

        SFAS No. 105, Disclosure of Information About Financial Instruments with
Off-Balance-Sheet  Risk and Financial  Instruments with Concentrations of Credit
Risk, requires disclosure of any significant  off-balance-sheet  risk and credit
risk concentrations.  The Company has no significant  off-balance-sheet  risk or
credit risk concentrations.  The Company maintains its cash and cash equivalents
with multiple financial institutions and invests in investment-grade securities.

         (m) FINANCIAL INSTRUMENTS

        The  estimated  fair  values  of the  Company's  consolidated  financial
instruments,  which  include cash  equivalents,  notes  receivable  and accounts
payable,  approximate  their  carrying  value due to the short maturity of these
instruments. The estimated fair value of the Company's capital lease obligations
approximates  its  carrying  value based upon the current  rates  offered to the
Company for similar  type  arrangements.  As of December  31, 1999 there were no
capital lease obligations.

         (n) POST RETIREMENT BENEFITS

        The Company has no obligations for post retirement benefits.

         (o) RECLASSIFICATION

        Certain items in the prior years consolidated  financial statements have
been reclassified to conform to their 1999 presentation.

         (p) DERIVATIVE INSTRUMENTS AND HEDGING ACCOUNTING

        In June 1998,  the FASB issued SFAS No. 133,  Accounting  for Derivative
Instruments and Hedging Activities.  The statement as amended by SFAS No. 137 is
effective  for the year  ended  December  31,  2001.  SFAS No.  133  establishes
accounting and reporting standards for derivative  instruments including certain
derivative instruments embedded in other contracts  (collectively referred to as
derivatives) and for hedging activities. The Company does not



                                       25
<PAGE>

expect adoption of this statement to have a material impact on its  consolidated
financial position or results of operations.

2.       NOTES RECEIVABLE - RELATED PARTIES

        Notes  receivable  from related parties  includes  $85,514 of promissory
notes from two  officers/stockholders  of the Company.  The loans are payable in
monthly  installments of $375 and $160,  including  interest at 5.66% and 6.65%,
respectively,  with final  payments of $60,601 due on March 11, 2002 and $23,603
due on June 20, 2002.  Each note is  collateralized  by shares of the  Company's
common stock held by each individual.

        During the year, the Company advanced $ 150,000 to one of its suppliers.
The  outstanding  principal  balance accrues  interest at 8.25% per annum,  with
interest payable quarterly in arrears  commencing three months after the date of
the first advance. All outstanding principal,  together with accrued interest on
the unpaid  principal  balance of this note,  will be due and payable on May 14,
2001.

        During the second  quarter of 1999,  the Company  advanced  $72,000 to a
senior  executive  and in the  third  quarter  of 1999  advanced  an  additional
$200,000 under two  non-recourse  promissory  notes.  The outstanding  principal
balance of the  $72,000  promissory  note  accrues  interest at 4.92% per annum,
compounded semi annually and the outstanding  principal  balance of the $200,000
promissory note accrues interest at 5.35% per annum,  compounded  semi-annually.
The  executive  has  pledged  5,970  shares  of the  Company's  common  stock as
collateral  for the $72,000  promissory  note and 9,553 shares of the  Company's
common stock as collateral for the $200,000  promissory  note.  All  outstanding
principal, together with accrued interest on the unpaid principal balance of the
$72,000 and $200,000  promissory  notes, are due August 4, 2000 and May 5, 2000,
respectively.  Pursuant to such promissory  notes, the executive agreed not sell
any shares of the Company's  common stock prior to April 1, 2000 with respect to
the $72,000  promissory  note and January 1, 2000 with  respect to the  $200,000
promissory note.

        On June 15,  1999,  the Company  entered  into a  transaction  whereby a
senior  executive  relinquished  an option to purchase  100,000 shares of common
stock for a price of $0.01 per share  which would have vested on January 1, 2000
and, in exchange, the Company issued to the executive a stock option for 250,000
shares of common stock at an exercise  price of $10.70 per share,  the estimated
fair market value of the common stock on the date of the transaction. The option
was  exercised   immediately.   The  Company  loaned  the  executive  an  amount
representing  the entire  exercise  price.  The  principal  balance of this note
receivable from the issuance of common stock  represents 80% of the value of the
purchase  price of $3,343,750  for the shares  issued or $2,675,000  and accrues
interest  at 4.92% per annum,  compounded  semi-annually.  The  difference  of $
668,750 was  recorded as a non-cash  compensation  expense.  The  executive  has
pledged  the  250,000  shares  of  common  stock  as  collateral.  The  note  is
non-recourse  and  is  secured  only  by the  pledged  shares.  All  outstanding
principal,  together with accrued  interest on the unpaid  principal  balance of
this note, will be due on June 15, 2004. The balance outstanding at December 31,
1999 is $ 2,750,000 and is shown in the accompanying  statement of stockholders'
equity.

3.       CAPITAL LEASE OBLIGATION

        During the year ended December 31, 1999, the Company purchased a vehicle
that was previously  leased.  The capital lease obligations at December 31, 1998
consisted of the following:

                                                                    1998
                                                                    ----
Capital lease, due in monthly installments of $418,
including interest at 2.96% through
April 2002, secured by a motor vehicle........................      $15,908
Less-Current portion..........................................        4,608
                                                                 -----------
                                                                    $11,300
                                                                 ===========


                                       26
<PAGE>

Property and equipment under capital leases are capitalized using interest rates
appropriate  at the inception of each lease.  The net book value of property and
equipment  under  capital  leases  amounted  to $16,859 at  December  31,  1998.
Property and equipment under capital leases were net of accumulated amortization
of $4,215 at December 31, 1998.

4.       STOCKHOLDERS' EQUITY

         (a) AUTHORIZED SHARES

        On June 29,  1999,  at the 1999  Stockholders'  meeting,  the  Company's
Articles of Incorporation  were amended to increase the authorized common shares
from 25,000,000 to 100,000,000.

         (b) SALES OF COMMON STOCK

        Between  February  1996 and November  1996,  the Company sold  1,142,431
shares of common stock in a private  placement  at prices  ranging from $1.19 to
$2.00 per share.

        In November  1996,  the Company  began a private  placement  offering of
common stock. As of December 31, 1996, 190,000 shares had been sold at $2.50 per
share.  In 1997,  the Company  sold an  additional  463,000  shares at $2.50 per
share.  These  shares  included a  detachable  warrant to purchase  one share of
common  stock for $3.50 for every four shares of common stock  purchased.  As of
December 31, 1999, all warrants had been exercised.

        In September  1997, the Company  completed an additional sale of 250,000
shares of common stock for $675,000  under  regulation S of the  Securities  and
Exchange Commission's regulations. These shares also include an attached warrant
to purchase  one share of common stock for $4.75 for every four shares of common
stock purchased. As of December 31, 1999, no warrants were outstanding.

        In January  1997,  the  Company  completed  a sale of 500,000  shares of
common stock for $900,000  under  regulation  S of the  Securities  and Exchange
Commission's  regulations.  These  shares also  included an attached  warrant to
purchase  one share of common  stock for $3.50 for every  four  shares of common
stock  purchased.  As of December 31, 1999, no warrants were  outstanding as all
warrants had been exercised.

        In March 1998, the Company  completed a sale of 181,818 shares of common
stock at $2.75 per share.  These shares also  included a  detachable  warrant to
purchase  one share of common  stock for $4.75 for every  four  shares of common
stock purchased. As of December 31, 1999 all warrants had been exercised.

        In June 1998,  the  Company  completed a private  placement  offering of
common  stock.  During the period  January 1, 1998 through  June 30,  1998,  the
Company sold 146,000 shares of common stock at $3.00 per share.  The Company had
sold 533,867  shares of common stock at $3.00 per share as of December 31, 1997.
These  purchases  included an attached  warrant to purchase  one share of common
stock for $4.75 for every four shares  purchased.  As of December 31, 1999,  all
warrants had been exercised.

        In September 1998, the Company completed a private placement offering of
common stock.  During the year ended December 31, 1998, the Company sold 406,206
shares of common stock at $4.25 per share.

        During the period from September 1998 through December 1998, the Company
completed a private  placement  of common  stock.  During the four months  ended
December 31, 1998,  the Company sold 644,418 shares of common stock at $3.50 per
share and recorded 2,500 shares in connection with costs associated with a prior
private placement.



                                       27
<PAGE>

        In November  1998,  the Company began a new private  placement of common
stock.  Through  December  31, 1998,  the Company sold 179,222  shares of common
stock at $4.50 per share.  During the year ended  December  31, 1999 the Company
sold 1,399,101 shares of common stock at $ 4.50 per share.

        In July 1999 the Company began a new private  placement of common stock.
During the period from July 1, 1999  through  December 31, 1999 the Company sold
216,605 shares of common stock. The price per share has been calculated for each
investor  based upon the average  fair market value of the stock for a specified
period preceding the purchase date.

         (c) STOCK OPTION PLAN

        The Company  has a  Nonqualified  Stock  Option Plan (1996 Plan) and has
registered  500,000  shares of common  stock with the  Securities  and  Exchange
Commission for future  issuance under option  agreements.  The exercise price of
each option will be  determined  by the Board of Directors and must be exercised
within ten years from May 1, 1996.  The Company  may issue these  options to its
officers,  directors,  employees  and  consultants.  As of December 31, 1999, no
options to purchase shares were available for future grant.

        Effective December 1, 1998, the Company adopted the 1998 Incentive Stock
Option  Plan  under  which  600,000  shares of common  stock were  reserved  for
issuance under option  agreements.  As with the 1996 Plan, the exercise price of
the each option will be  determined  by the Board of Directors and may be issued
to officers,  directors,  employees and consultants.  Additionally,  the options
must be  exercised  within ten years from  December 1, 1998.  As of December 31,
1999, options to purchase 35,000 shares were available for future grant.

        The Company has entered  into  agreements  with  various  employees  and
consultants  for the grant of stock  options and shares of common stock at $0.01
per share. During 1999 and 1998, the Company granted options and shares totaling
246,452 and 153,517 shares, respectively,  and recorded charges to operations of
approximately $2,815,400 and $1,999,000 respectively,  relating to these grants.
The charge to  operations  represented  the fair market value of the  underlying
common stock or option.

        The following  table  summarizes all stock option  activity to employees
and consultants for services and all warrant  activity in connection with equity
financings as of December 31, 1999.

                                            WEIGHTED AVERAGE      EXERCISE PRICE
                                            NUMBER OF SHARES        PER SHARE
                                            ----------------        ---------
         BALANCE, DECEMBER 31, 1996              154,706              $  0.01
         Granted                                 141,426                 0.01
         Exercised                              (187,799)                0.01
                                                ---------            --------
         BALANCE, DECEMBER 31, 1997              108,333              $  0.01
         Granted                                 193,028                 1.72
         Exercised                              (111,214)                0.01
                                                ---------            --------
         BALANCE, DECEMBER 31, 1998              190,147              $  1.74
         Granted                                 486,931                12.94
         Exercised                               (78,877)                3.67
         Forfeited                               (12,777)               13.38
                                               ----------             -------
         BALANCE, DECEMBER 31, 1999              585,424              $ 10.42
                                                ========              =======
         Exercisable December 31, 1997           108,333                 0.01
         Exercisable December 31, 1998           108,597                 1.74
         Exercisable December 31, 1999           561,424                10.42



                                       28
<PAGE>

        The following table presents weighted-average price and life information
about significant option groups outstanding at December 31, 1999:

<TABLE>

                                          OPTIONS OUTSTANDING                            OPTIONS EXERCISABLE
                                           -------------------                           -------------------

      RANGE OF                              WEIGHTED AVERAGE         WEIGHTED
      EXERCISE               NUMBER            REMAINING              AVERAGE           NUMBER      WEIGHTED AVERAGE
      PRICES              OUTSTANDING       CONTRACTUAL LIFE      EXERCISE PRICE     EXERCISABLE     EXERCISE PRICE
      ------              -----------       ----------------      --------------     -----------     --------------
      <S>                   <C>                <C>                   <C>               <C>             <C>
      $ 0.01                 70,912            8.3 years             $ 0.01             70,912         $  0.01
      3.00                   30,000            8.0 years               3.00             30,000            3.00
      5.50                   60,000            9.0 years               5.50             36,000            5.50
      11.00 to 14.56          5,112            9.5 years              13.94              5,112           13.94
      13.38                 419,400            2.5 years              13.38            419,400           13.38
                            -------                                                    -------

                            585,424                                                    561,424
                            =======                                                    =======
</TABLE>

         (d) PRO FORMA DISCLOSURES OF STOCK-BASED COMPENSATION

        In October 1995, the Financial  Accounting  Standards  Board issued SFAS
No. 123,  Accounting  for  Stock-Based  Compensation.  SFAS No. 123 requires the
measurement of the fair value of stock options or warrants  granted to employees
to be included in the statement of operations  or,  alternatively,  disclosed in
the notes to  financial  statements.  The  Company has  determined  that it will
continue to account for stock-based  compensation for employees under Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
and elect the  disclosure-only  alternative  under  SFAS No.  123.  The  Company
records  the  fair  market  value of  stock  options  and  warrants  granted  to
non-employees  in the  consolidated  statement  of  operations.  The Company has
computed the pro forma disclosures required under SFAS No. 123 for stock options
granted in 1999, 1998 and 1997 using the Black-Scholes option pricing model.

        The weighted  average  assumptions  used for 1999,  1998 and 1997 are as
follows:

<TABLE>

                                                                      1999                1998                 1997
                                                                      ----                ----                 ----
        <S>                                                        <C>             <C>                  <C>
        Risk-free interest rate....................                   5.8%         4.2% - 5.6%          5.8% - 6.8%
        Expected dividend yield....................                      -                   -                    -
        Expected life..............................                5 years             5 years              5 years
        Expected volatility........................                    60%                 60%                  60%
        Weighted average fair value of options
        granted....................................                 $ 8.84              $ 2.52               $ 2.49

</TABLE>

        Had  compensation  cost  for  the  Company's  stock  option  plans  been
        determined  consistent  with SFAS No.  123,  net loss would have been as
        follows:

<TABLE>

                                                                      1999                1998                 1997
                                                                      ----                ----                 ----
        <S>                                                 <C>                  <C>                  <C>
        As Reported Net loss........................        $ (12,301,718)       $ (6,473,505)        $ (4,734,475)
        Pro Forma Net loss..........................          (12,792,904)         (6,516,065)          (4,734,475)
        Basic and diluted net loss per common share.
                                                                  $ (0.77)            $ (0.50)           $   (0.43)
        Basic and diluted net loss per common share.
                                                                $   (0.80)          $   (0.50)           $   (0.43)
</TABLE>



                                       29
<PAGE>

         (e) WARRANTS

        The following table  summarizes all warrant  activity in connection with
equity financing as of December 31, 1999:

<TABLE>
<CAPTION>
                                                                                          WARRANTS
                                                                         ----------------------------------------

                                                                                              WEIGHTED AVERAGE
                                                                          NUMBER             EXERCISE PRICE PER
                                                                         OF SHARES                 SHARE
                                                                         ---------        -----------------------

        <S>                                                                 <C>                    <C>
        BALANCE, DECEMBER 31, 1996 . . . . . . .. . .                       747,500                $ 3.59
        Granted  . . . . . . . . . . . . . . . . . . . . . . . .            445,930                  4.06
        Exercised . . . . . . . . . . . . . . . . . . . . . . .            (300,000)                 1.73
        Cancelled . . . . . . . . . . . . . . . . . . . . . . .            (400,000)                 5.00
                                                                           ---------              -------
        BALANCE, DECEMBER 31, 1997 . . . . . . . . . .                      493,430                  4.00
        Granted  . . . . . . . . . . . . . . . . . . . . . . . .            156,955                  7.45
                                                                           ---------
        BALANCE, DECEMBER 31, 1998 . . . . . . . . . .                      650,385                  4.10
        Granted  . . . . . . . . . . . . .  . . . . . . . . . .              14,750                  4.75
        Exercised   . . . . . . . . . . . . . . . . . . . . . .            (551,678)                 4.75
        Cancelled   . . . .. . . . . . . . . . . . . . . . . .              (38,457)
                                                                           ---------              -------
        BALANCE, DECEMBER 31, 1999 . . . . . .  . . . .                      75,000               $ 10.40
                                                                           ========               =======
        Exercisable, December 31,  1997 . . . . . . . .                     493,430                  4.00
        Exercisable, December 31, 1998 . . . .  . . . .                     650,385                  4.10
        Exercisable, December 31, 1999 . . . . . . . .                       75,000                 10.40

</TABLE>

         (f) ACQUISITION OF MINORITY INTEREST IN SUBSIDIARY

        In 1997,  the Company  acquired the remaining  minority  interest in its
subsidiary,  International  Gene  Group,  Inc.  by  issuing  205,469  shares  of
restricted stock in exchange for outstanding shares in the subsidiary.  Research
and development costs have been charged for $719,142, which represented the fair
market value of the shares issued.

5.       RELATED PARTY TRANSACTIONS

        In January 1994, the Company  agreed that its founder,  Dr. David Platt,
would receive a royalty of 2% of net sales,  in exchange for the licensed patent
rights on certain products being developed. The Company has agreed to pay all of
the costs to procure and maintain any patents granted under this agreement.  The
agreement  includes a requirement  that the royalties  paid in the sixth year of
this agreement and all subsequent  years meet a minimum  requirement of $50,000.
If this requirement is not met, Dr. Platt may terminate the agreement and retain
the patent  rights.  The  Company may  terminate  the  agreement  on sixty days'
notice.  The Company has not made any royalty payments under the agreement.  The
parties  executed an amendment to the  agreement to delay the first year of this
minimum threshold from 1999 to 2002.

         On December 6, 1996, Dr. Platt signed a  Confidentiality  and Invention
Agreement  with the Company.  The Agreement  provides that Dr. Platt assigns all
his rights, title and interest in any invention, data or idea, made or conceived
or reduced to  practice  either  alone or jointly  with  others to the  Company.
Further,  the  agreement  provides  all  rights  thereto  shall  remain the sole
property of the Company and Dr.  Platt  agreed not to disclose  any  information
about the Company's confidential information.



                                       30
<PAGE>

6.       TRADE CREDITS

        The Company has entered into a trade agreement with a barter company for
the exchange of goods and services.  This barter company purchased approximately
$718,000  of products  from the  Company and paid for these  products by issuing
$718,000 of advertising  credits.  The barter company acquires advertising media
on  behalf of the  Company;  55% of the net cost of all  media  utilized  by the
Company is payable in cash and the  remaining  45% is charged  against the trade
credit.  As of December 31, 1999 advertising  credits in the amount of $ 387,776
are included in other current assets.

        The  Company  plans to  utilize  these  credits  during  the year  ended
December 31, 2000.

7.       COMMITMENTS

         (a) CLINICAL TRIALS

        During the first quarter of 2000,  the Company  agreed to retain Covance
Inc. for the purpose of conducting two studies to evaluate the effect of GBC-590
in clinical  trials.  The  duration  of the  pancreatic  cancer  study may cover
approximately  25 months and may cost  approximately  $ 900,000.  The colorectal
cancer study may also require 25 months and may cost approximately $ $1,650,000.
A separate services  agreement in support of the Company's CAN-296 product in an
amount up to $360,000 was executed on January 31, 2000.

         (b) LEASES

        The  Company  leases  office  space in Boston,  Massachusetts,  under an
operating lease expiring in May 2004. The Company also leases certain  equipment
under operating leases.

        Minimum future  payments  under the operating  leases as of December 31,
1999 for each of the next five calendar years are approximately as follows:

                     YEARS ENDING
                     DECEMBER 31,
                     ------------
                     2000..............         $308,000
                     2001..............          307,000
                     2002..............          316,000
                     2003..............          337,000
                     2004..............          142,000
                                             -----------
                                              $1,410,000
                                             ===========

        Rent expense in the accompanying  consolidated  statements of operations
was  approximately  $223,000,  $100,000  and  $45,700  in 1999,  1998,  and 1997
respectively.

8.       LICENSING AGREEMENTS

        During the year  ended  December  31,  1999,  the  Company  and  Volcani
Institute agreed not to continue their research  program,  however,  the Company
retained the exclusive right to sell licensed products Elexa PDB under a royalty
agreement.  No products were sold in 1999 or 1998 therefore no royalty  payments
where due. The company paid  $200,000,  $200,000 and $327,000 in 1999,  1998 and
1997, respectively, related to this agreement.



                                       31
<PAGE>

        During the year ended  December  31,  1999 the  Company  terminated  its
agreement with Agrogene Ltd. No payments were made during 1998 or 1999.

        In October  1997,  the  Company  entered  into an  agreement  to license
certain  patented  technology  from  Leket-Bar  Chemicals,  Ltd.  The Company is
required to pay license fees totaling  $400,000 over the next four years as well
as royalties on future product  sales.  The Company paid $39,000 during 1999 and
$175,000 in 1998.

        During the year ended  December  31,  1999 the  Company  terminated  its
agreement with Dominion BioSciences,  Inc. ("DBI"). The Company made payments to
DBI of $ 0 and $ 100,000 in 1999 and 1998, respectively.

        During the year ended  December 31, 1999 the  Company's  agreement  with
EarthGreen Products,  Inc. was terminated.  No payments were made during 1999 or
1998.

9.       INCOME TAXES

        The Company accounts for income taxes under SFAS No. 109, Accounting for
Income  Taxes,  the objective of which is to recognize the amount of current and
deferred  income taxes  payable or  refundable  at the date of the  consolidated
financial  statements as a result of all events that have been recognized in the
accompanying consolidated financial statements, as measured by enacted tax laws.

        At December 31, 1999, the Company has net operating  loss  carryforwards
for federal  income tax  purposes of  approximately  $25,168,000,  which  expire
through  2019.  The Company  also has certain  tax credits  available  to offset
future federal and state income taxes, if any. Net operating loss  carryforwards
and credits  are  subject to review and  possible  adjustments  by the  Internal
Revenue Service and may be limited in the event of certain cumulative changes in
excess of 50% in the  ownership  interests  of  significant  stockholder  over a
three-year period.

        The components of the Company's deferred tax asset follow:

<TABLE>
<CAPTION>
                                                                     1999                      1998
                                                                ------------               -----------

         <S>                                                    <C>                        <C>
         Net operating loss carryforwards                       $ 10,067,000               $ 5,405,000
         Tax credit carryforwards                                    465,000                   296,000
         Temporary differences                                       (42,000)                  174,000
                                                                ------------               -----------
         Total deferred tax assets                                10,490,000                 5,875,000
         Less Valuation allowance                                (10,490,000)               (5,875,888)
                                                                ------------               -----------
         DEFERRED TAX ASSETS                                    $          -               $         -
                                                                ============               ===========

</TABLE>
         In evaluating  realizability  of these deferred tax assets,  management
has  considered the Company's  short  operating  history,  the volatility of the
market in which it competes and the operating  losses  incurred to date,  and it
believes that given the significance of this evidence,  a full valuation reserve
against its  deferred  tax assets is required as of December  31, 1999 and 1998.
The increase in the valuation  allowance during these periods  primarily relates
to the increase in the Company's net operating loss carryforwards.

10.      EMPLOYEE BENEFIT PLAN

        The Company  instituted the SafeScience  401(k) Plan (the Plan) in 1998,
pursuant to which employees may defer compensation for income tax purposes under
Section 401(k) of the Internal Revenue Code.  Substantially all of the Company's
employees are eligible to participate in the Plan.  Participants  may contribute
up to 20%  of  their  annual  compensation  to  the  Plan,  subject  to  certain


                                       32
<PAGE>

limitations. The Company could match a discretionary amount as determined by the
Board of  Directors.  The  Company  did not make any  contributions  to the Plan
during 1998 and 1999.

11.      SUBSEQUENT EVENTS

        During the first quarter of 2000, the Company has raised $5,000,000 in a
private  placement  offering of common stock whereby 346,020 shares were sold at
$14.45 per share. These shares included a warrant to purchase 108,996 additional
shares at $15.98 per share exercisable for five years, and a warrant to purchase
shares at $0.01 per share,  the number of shares to be  determined in the future
according to a formula based on the then price per share  compared to the $14.45
common stock offering price.  The purchasers have certain rights,  including but
not limited to, registration  rights,  rights-of-first-refusal,  and adjustments
for  certain  events.  Net  proceeds  from the  offering  were  $4,625,000.  The
purchasers have a commitment to purchase up to $2,000,000 additional shares also
at $14.45 per share upon the date at which the  registration  statement  for the
initial  shares becomes  effective,  provided the date is no later than June 29,
2000. In addition,  the purchasers  have a commitment to purchase  $7,000,000 in
additional shares at the price equal to the lesser of (i) 110% of the average of
the closing bid prices of the  Company's  Common Stock for the four trading days
preceding  the  closing  date of the tranche and (ii)  $16.00,  with  additional
warrants within 190 - 210 days from closing of the initial  transaction  subject
to  conditions,  including  but not limited to, market  capitalization,  trading
volume, and share price conditions.

        During the first  quarter of 2000,  the Company  raised  $4,000,000 in a
private  placement  offering of common stock whereby 333,334 shares were sold at
$12.00 per share.  These shares included  warrants to purchase 75,758 additional
shares at $15.98 per share  exercisable  for five  years.  The  purchasers  have
"piggyback"  registration  rights in any  registered  public  offering of common
shares by the Company subject to standard  underwriter consent and cut-backs and
lock-ups.


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)      Financial Statements are contained in Item 8 of this Form 10.

(b)      Reports on Form 8-K.

         No reports on Form 8-K have been filed  during the last  quarter of the
year ended in regard to this report.

(c)      Exhibits.

         The following  documents are incorporated  herein by reference from the
Registrant's Form 10, as filed with the Securities and Exchange Commission,  SEC
file No. 0-26476:

3.1      Articles of Incorporation of Alvarada, Inc..

3.2      Amendment to the Articles of Incorporation dated March 1, 1995

3.3      Amendment to the Articles of Incorporation dated March 3, 1995

3.4      Amendment to the Articles of Incorporation dated May 23, 1995

3.5      Bylaws of Alvarada, Inc.



                                       33
<PAGE>

3.6      Articles of Incorporation of International Gene Group

3.7      Bylaws of the Company of International Gene Group

3.8      Articles of Incorporation of Agricultural Glycosystems, Inc.

3.9      Bylaws of the Company of Agricultural Glycosystems, Inc.

4.1      Specimen Stock Certificate

10.1     Agreement and Plan of Reorganization

10.2     Licensing Agreement with Dr. Platt

10.3     Office Lease

10.4     Licensing Agreement with The Government of Israel.

         The following  documents are incorporated  herein by reference from the
Registrant's  Form S-8  Registration  Statement filed with the Commission on May
14, 1996, SEC file No. 333-04764:

10.5     Incentive Stock Option Plan

         The following documents are incorporation  herein by reference from the
Registrant's Form 10-K for the period ending December 31, 1996:

10.6.1   Employee Confidentiality and Invention Agreement between Dr. David
         Platt and the Company.

         The following  documents are incorporated  herein by reference from the
Registrant's  Registration  Statement on Form SB-2, filed with the Commission on
November 20, 1996, SEC file no. 333-16087:

10.6.2   Warrant Agreement with Trinity American Corporation.

10.7     Consulting Agreement with Richard Salter and Amendment thereto.

10.8     Consulting Agreement with Keith Greenfield.

10.9     Consulting Agreement with James C. Czirr.

10.10    Warrant Agreement with James C. Czirr.

         The following  documents are incorporated  herein by reference from the
Registrant's Form 10-K for the period ending December 31, 1997:

10.11    Amendment to Consulting Agreement with Keith Greenfield

10.12    Licensing Agreement with Agrogene Ltd.

10.13    Trademark Sales and License Agreement with Elk Mound Feed and Farm
         Supply, Inc.



                                       34
<PAGE>

10.14    Consulting Agreement with Michelangelo, LLC, dated May 1997

10.15    Consulting Agreement with Michelangelo LCC, dated September 1997.

10.16    Agreement with Leket-Bar Chemicals, Ltd., dated October 1997

99.1     Office Lease

         The following documents are an exhibit hereto:

23.1     Consent of Arthur Andersen LLP

27       Financial Data Schedule.


                                       35
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant has duly caused this Form 10-K/A to be signed on its
behalf by the undersigned,  thereunto duly authorized, in Boston, Massachusetts,
on this 20th day of June, 2000.

                        SAFESCIENCE, INC.

                        BY: /s/ Bradley J. Carver
                            ----------------------------------------------------
                            Bradley J. Carver, Chief Executive Officer,
                            President and Treasurer

                            /s/ John W. Burns
                            ----------------------------------------------------
                            John W. Burns, Chief Financial Officer and Secretary

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below   constitutes  and  appoints  Bradley  J.  Carver,   as  true  and  lawful
attorney-in-fact and agent, with full power of substitution,  for his and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this  registration  statement,  and to file  the  same,  therewith,  with the
Securities and Exchange Commission, and to make any and all state securities law
or blue sky filings,  granting unto said  attorney-in-fact and agent, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary to be done in about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying the confirming all that said
attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this Form 10-K has been signed by the following persons in the capacities and on
the dates indicated:

Signatures                          Title                               Date

/s/ Bradley J. Carver
---------------------
Bradley J. Carver          Chief Executive Officer, President,     June 20, 2000
                           Treasurer and a member of the
                           Board of Directors

/s/ Brian G. R. Hughes
----------------------
Brian G.R. Hughes          Chairman of the Board of Directors      June 20, 2000


/s/ David W. Dube
--------------------
David W. Dube              Director                                June 20, 2000

                                       36