SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

          (Mark One)

          |X|        Quarterly Report Pursuant to Section 13 or 15(d) of
                     The Securities Exchange Act of 1934

                     For the Quarterly Period Ended February 29, 2000

                     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: 0-05531

                              Gerald Stevens, Inc.
                              --------------------
             (Exact Name of Registrant as Specified in its Charter)

             Florida                                       41-0719035
             -------                                       ----------
     (State of Incorporation)                  (IRS Employer Identification No.)

      301 East Las Olas Boulevard, Suite 300
             Ft. Lauderdale, Florida                           33301
             -----------------------                           -----
  (Address of Principal Executive Offices)                   (Zip Code)

       Registrant's Telephone Number, Including Area Code: (954) 713-5000

              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

         On April 11, 2000 the registrant had 48,931,652 outstanding shares of
common stock, par value $.01 per share.


<PAGE>

                              GERALD STEVENS, INC.

                                      INDEX

                          PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                                               Page No.
<S>       <C>                                                                                   <C>
Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets as of February 29, 2000 and August 31, 1999       1
         Condensed Consolidated Statements of Operations for the Three and Six Months
                  Ended February 29, 2000 and February 28, 1999                                  2
         Condensed Consolidated Statement of Changes in Stockholders' Equity for the Six
                  Months ended February 29, 2000                                                 3
         Condensed Consolidated Statements of Cash Flows for the Six Months ended
                  February 29, 2000 and February 28, 1999                                        4
         Notes to Condensed Consolidated Financial Statements                                    5

Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                           14



                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                                      23

Item 4.  Submission of Matters to a Vote of Security Holders                                    23

Item 6.  Exhibits and Reports on Form 8-K                                                       24

Signatures                                                                                      25
</TABLE>

<PAGE>

PART 1.  FINANCIAL INFORMATION

                              GERALD STEVENS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                       (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                                          February 29,    August 31,
                                                                                                             2000            1999
                                                                                                         -------------    ----------
                                                                                                         (Unaudited)
                                     ASSETS
<S>                                                                                                       <C>             <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                                            $   2,956       $   4,602
     Accounts receivable, net                                                                                22,628          10,074
     Inventories                                                                                             12,915           8,454
     Prepaid and other current assets                                                                         4,409           2,653
                                                                                                          ---------       ---------
                 Total current assets                                                                        42,908          25,783
                                                                                                          ---------       ---------
PROPERTY AND EQUIPMENT, net                                                                                  26,044          15,953
                                                                                                          ---------       ---------
OTHER ASSETS:
     Intangible assets, net                                                                                 161,140         129,897
     Other                                                                                                    1,826           1,390
                                                                                                          ---------       ---------
                  Total other assets                                                                        162,966         131,287
                                                                                                          ---------       ---------
                  Total assets                                                                            $ 231,918       $ 173,023
                                                                                                          =========       =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Notes payable                                                                                        $     481       $   2,009
     Accounts payable                                                                                        28,777          12,551
     Accrued liabilities                                                                                     18,553          15,567
     Deferred revenue                                                                                         3,226           2,164
                                                                                                          ---------       ---------
                   Total current liabilities                                                                 51,037          32,291
                                                                                                          ---------       ---------
LONG-TERM DEBT                                                                                               31,900           4,340
                                                                                                          ---------       ---------
OTHER                                                                                                           681             419
                                                                                                          ---------       ---------
                   Total liabilities                                                                         83,618          37,050
                                                                                                          ---------       ---------

COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS' EQUITY:
     Preferred stock, $10 par value, 600,000 shares authorized, none issued                                    --               --
     Common stock $0.01 par value, 250,000,000 shares authorized, 45,757,042
         and 44,011,401 shares issued and outstanding on February 29, 2000 and August 31,
         1999, respectively                                                                                     457             440
     Additional paid-in capital                                                                             168,553         155,224
     Accumulated deficit                                                                                    (19,094)        (18,075)
     Treasury stock, 519,975 shares at cost                                                                  (1,616)         (1,616)
                                                                                                          ---------       ---------
                    Total stockholders' equity                                                              148,300         135,973
                                                                                                          ---------       ---------
                    Total liabilities and stockholders' equity                                            $ 231,918       $ 173,023
                                                                                                          =========       =========

</TABLE>

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

                                       1
<PAGE>

                              GERALD STEVENS, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                     (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                Three Months Ended             Six Months Ended
                                                                             -------------------------    --------------------------
                                                                             February 29,  February 28,   February 29,  February 28,
                                                                                2000           1999          2000           1999
                                                                                ----           ----          ----           ----
<S>                                                                          <C>            <C>            <C>            <C>
REVENUE:
     Product sales, net                                                      $  63,186      $  19,678      $ 100,643      $  28,373
     Service and other revenue                                                  18,393          7,094         30,140         11,622
                                                                             ---------      ---------      ---------      ---------
                                                                                81,579         26,772        130,783         39,995
                                                                             ---------      ---------      ---------      ---------
OPERATING COSTS AND EXPENSES:
     Cost of product sales                                                      22,545          8,896         36,552         12,744
     Operating expenses                                                         27,716          9,023         47,355         13,356
     Selling, general and administrative expenses                               27,353          8,901         46,814         14,260
     Merger expenses                                                               --           3,966            --           4,051
                                                                             ---------      ---------      ---------      ---------
                                                                                77,614         30,786        130,721         44,411
                                                                             ---------      ---------      ---------      ---------
                   Operating income (loss)                                       3,965         (4,014)            62         (4,416)
                                                                             ---------      ---------      ---------      ---------

OTHER INCOME (EXPENSE):
     Interest expense                                                             (531)          (115)          (925)          (183)
     Interest income                                                                13             66             29            173
     Other income                                                                  179             66            160             96
                                                                             ---------      ---------      ---------      ---------
                                                                                  (339)            17           (736)            86
                                                                             ---------      ---------      ---------      ---------
                  Income (loss) before provision for income taxes                3,626         (3,997)          (674)        (4,330)

PROVISION FOR INCOME TAXES                                                         345          2,127            345          2,127
                                                                             ---------      ---------      ---------      ---------
                  Net income (loss)                                          $   3,281      $  (6,124)     $  (1,019)     $  (6,457)
                                                                             =========      =========      =========      =========



BASIC INCOME (LOSS) PER SHARE                                                $    0.07      $   (0.18)     $   (0.02)     $   (0.21)
                                                                             =========      =========      =========      =========

DILUTED INCOME (LOSS) PER SHARE                                              $    0.07      $   (0.18)     $   (0.02)     $   (0.21)
                                                                             =========      =========      =========      =========

WEIGHTED AVERAGE COMMON AND COMMON
     EQUIVALENT SHARES OUTSTANDING:
         Basic                                                                  45,323         33,532         44,844         31,198
                                                                             =========      =========      =========      =========

         Diluted                                                                46,293         33,532         44,844         31,198
                                                                             =========      =========      =========      =========


</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.

                                       2
<PAGE>

                              GERALD STEVENS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                            Common Stock
                                                        -----------------------   Additional
                                                                       Par         Paid-In    Accumulated    Treasury
                                                         Shares       Value        Capital      Deficit       Stock         Total
                                                         ------       -----        -------      -------       -----         -----
<S>             <C> <C>                                   <C>       <C>            <C>        <C>           <C>           <C>
BALANCE, August 31, 1999                                  44,011    $     440    $ 155,224    $ (18,075)    $  (1,616)    $ 135,973
    Sale of common stock, net                                328            3          948         --            --             951
    Common stock issued in acquisitions                    1,418           14       12,381         --            --          12,395
    Net loss                                                --           --           --         (1,019)         --          (1,019)
                                                       ---------    ---------    ---------    ---------     ---------     ---------
BALANCE, February 29, 2000                                45,757    $     457    $ 168,553    $ (19,094)    $  (1,616)    $ 148,300
                                                       =========    =========    =========    =========     =========     =========
</TABLE>

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

                                       3
<PAGE>

                              GERALD STEVENS, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                        Six Months Ended
                                                                                            ----------------------------------------
                                                                                            February 29, 2000      February 28, 1999
                                                                                            -----------------      -----------------
<S>                                                                                              <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                                    $ (1,019)               $ (6,457)
     Adjustments to reconcile net loss to net cash provided by (used in)
         operating activities:
            Deferred income tax expense                                                               --                       25
            Depreciation and amortization                                                           4,389                   1,078
            Compensation expense under stock option plan                                              --                    1,373
            Provision for doubtful accounts                                                           133                      76
            Changes in assets and liabilities, net of acquisitions:
                Accounts receivable                                                               (10,751)                 (3,868)
                Inventories                                                                        (1,669)                    219
                Prepaid, other current and current deferred tax assets                             (1,505)                    213
                Other assets and deferred tax assets                                                 (718)                  1,908
                Accounts payable                                                                   11,237                   1,985
                Accrued liabilities                                                                   699                   2,920
                Other long-term liabilities                                                           262                      43
                                                                                                 --------                --------
                     Net cash provided by (used in) operating activities                            1,058                    (485)
                                                                                                 --------                --------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                                         (10,970)                 (1,359)
     Collection of amounts due from former owners of acquired subsidiary                              --                    1,300
     Advance to subsequently acquired company                                                         --                     (113)
     Payments for acquisitions, net of cash acquired                                              (17,088)                (25,638)
                                                                                                 --------                --------
                     Net cash used in investing activities                                        (28,058)                (25,810)
                                                                                                 --------                --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock, net                                                      951                  25,523
     Payments on long-term debt                                                                    (3,007)                 (1,304)
     Payment of commitment fee on credit facility                                                     --                     (304)
     Proceeds from credit facility                                                                 83,280                  16,900
     Payment of credit facility                                                                   (55,870)                (16,900)
                                                                                                 --------                --------
                    Net cash provided by financing activities                                      25,354                  23,915
                                                                                                 --------                --------
                    Net decrease in cash and cash equivalents                                      (1,646)                 (2,380)

CASH AND CASH EQUIVALENTS, beginning of period                                                      4,602                   7,148
                                                                                                 --------                --------
CASH AND CASH EQUIVALENTS, end of period                                                         $  2,956                $  4,768
                                                                                                 ========                ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the period for interest                                                    $    843                $     74
                                                                                                 ========                ========
     Cash paid during the period for income taxes                                                $    --                 $    320
                                                                                                 ========                ========

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
     Common stock issued in acquisitions                                                         $ 12,395                $ 22,980
                                                                                                 ========                ========

</TABLE>

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

                                       4
<PAGE>

                              GERALD STEVENS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

               (ALL AMOUNTS AND RELATED DISCLOSURES APPLICABLE TO
              THE THREE AND SIX MONTHS ENDED FEBRUARY 29, 2000 AND
                        FEBRUARY 28, 1999 ARE UNAUDITED)

1. General and Summary of Significant Accounting Policies

   Organization and Operations

         Gerald Stevens, Inc. ("Gerald Stevens", the "Company" or "We") is a
leading integrated retailer and marketer of flowers, plants and complementary
gifts and decorative accessories. We operate the largest company-owned network
of floral specialty retail stores, with locations in 35 markets in the United
States and Canada as of February 29, 2000. We are building a national brand and
transforming the retail floral industry by integrating our operations throughout
the floral supply chain, from product sourcing to delivery, and by managing
every interaction with the customer, from order generation to order fulfillment.
We own and operate our own import operation and have relationships with leading
growers around the world. Our national sales and marketing division permits us,
through multiple distribution channels, including the Internet, dial-up numbers
and direct mail, to serve customers who do not visit or phone our retail stores.

  Basis of Presentation

         The accompanying condensed consolidated financial statements of the
Company have been prepared, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission (the "SEC"). Certain information and
footnote disclosures normally included in financial statements in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to such rules and regulations. The information in
this report should be read in conjunction with the Company's audited
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1999, as amended
(the "Form 10-K").

         The unaudited condensed consolidated financial statements included
herein reflect all adjustments (consisting only of normal, recurring
adjustments) which are, in the opinion of the Company's management, necessary
for a fair presentation of the information for the periods presented. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 consolidated
financial statements and the reported amounts of revenue and expenses

                                       5
<PAGE>

during the reporting period. Actual results could differ from those estimates.
Interim results of operations for the three and six months ended February 29,
2000 and February 28, 1999 are not necessarily indicative of operating results
for the full fiscal years or for any future periods.

         Previously reported amounts have been reclassified to make them
consistent with the current presentation.

Intangible Assets

         Intangible assets consisted of the following:

                                                  February 29,        August 31,
                                                      2000               1999
                                                      ----               ----
                                                          (In thousands)

Goodwill                                            $ 160,255         $ 126,999
Other                                                   5,158             4,926
                                                    ---------         ---------
                                                      165,413           131,925

Less: Accumulated amortization                         (4,273)           (2,028)
                                                    ---------         ---------
                                                    $ 161,140         $ 129,897
                                                    =========         =========

         Goodwill consists of the excess of purchase price over the fair value
of assets and liabilities acquired in acquisitions accounted for under the
purchase method of accounting. (See Note 2.) Included in goodwill for both
periods is $2.0 million from an acquisition prior to October 31, 1970 which is
not required to be amortized. Otherwise, goodwill is amortized over periods
ranging from 20 to 40 years, which management believes is a reasonable life in
light of the characteristics present in the floral industry, such as the
significant number of years that the industry has been in existence, the
continued trends by consumers in purchasing flowers for many different occasions
and the stable nature of the customer base.

         Other intangible assets consist primarily of customer lists, telephone
numbers and contractual rights related to yellow page advertisements that were
acquired by the Company from floral businesses that have discontinued their
operations. Other intangible assets are amortized over periods ranging from 5 to
10 years.

         Amortization expense related to goodwill and other intangible assets
was $1.3 million and $2.2 million for the three and six months ended February
29, 2000, respectively, as compared to $0.2 million and $0.4 million for the
three and six months ended February 28, 1999, respectively.

         In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 121, Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to be Disposed of, the Company periodically analyzes the carrying value
of its goodwill and other intangible assets to assess recoverability from future
operations using an

                                       6
<PAGE>

undiscounted projected cash flow approach. Impairments are recognized in
operating results to the extent that carrying value exceeds fair value.

Income Taxes

         The Company has significant operating loss carryforwards available to
offset future federal taxable income. Because of the uncertainty of future
period income, the Company has provided a full valuation allowance against its
related net deferred tax asset accounts. Accordingly, the Company has recorded
no federal income tax provision or benefit for the three and six months ended
February 29, 2000. However, the Company currently pays income tax in certain
states and as a result, recorded a provision of $0.3 million for the three and
six month periods ended February 29, 2000. Gerald Stevens' future effective tax
rate will depend on various factors, including the mix between state taxable
income or losses, amounts of nondeductible goodwill, and the timing of
adjustments to the valuation allowance on our net deferred tax assets.

Seasonality

         The floral industry has historically been seasonal, with higher revenue
and net income generated during holidays such as Thanksgiving, Christmas,
Valentine's Day, Easter and Mother's Day. Conversely, during the summer months,
floral retailers tend to experience a decline in revenue and net income. In
addition, the floral industry in general may be affected by economic conditions
and other factors, including floral promotions, competition and the weather
conditions in key flower-growing regions.

Comprehensive Income

         The Company has no components of comprehensive income. Accordingly, net
income (loss) equals comprehensive net income (loss) for all periods presented.

Impact of Recently Issued Accounting Standards

         In June 1999, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 137, Accounting for Derivative Instruments and Hedging
Activities-Deferral of Effective Date of FASB Statement No. 133. SFAS No. 137
defers for one year the effective date of SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 will now apply to
all fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS No.
133 will require the Company to recognize all derivatives on the balance sheet
at fair value. Derivatives that are not hedges must be adjusted to fair value
through income. The Company will adopt SFAS No. 133 as required for its first
quarterly filing of fiscal year 2001. We believe the adoption of this Statement
will not have a material effect on the earnings and financial position of the
Company.

                                       7
<PAGE>

2. Acquisitions

         From September 1, 1999 through February 29, 2000, we acquired 60 retail
florist businesses located in existing markets, six new markets in the United
States and one new market in Canada for aggregate consideration of $28.8
million, consisting of $16.4 million in cash and 1,417,928 shares of our common
stock valued at share prices ranging from $5.72 to $11.53 per share. All of the
acquisitions were accounted for as business combinations under the purchase
method of accounting, and accordingly, are included in our condensed
consolidated financial statements from the date of acquisition.

         During the six months ended February 29, 2000, we also acquired certain
intangible assets related to floral businesses that discontinued their
operations. The acquired intangible assets consisted principally of customer
lists, telephone numbers and yellow page advertising contractual rights.
Aggregate consideration paid for all such intangible asset acquisitions was $0.2
million in cash.

         Our strategic plan contemplates the closing or relocation of a number
of our acquired retail stores within each of our targeted market areas. An
assessment of which retail stores to close or relocate for all acquisitions
consummated prior to May 31, 1999, as well as some acquisitions consummated in
the fourth quarter of fiscal 1999, has been completed. As a result of such
assessment, additional purchase liabilities of approximately $2.8 million for
costs associated with the shut down and consolidation of certain acquired retail
stores were recorded (considering existing contractual lease obligations and
management's estimate of future operating lease costs). For all remaining
acquisitions consummated after May 31, 1999, we are in the process of completing
such assessment. We expect to complete our assessment of retail store closures
and relocations for all acquisitions consummated through August 31, 1999 by May
2000. Once we finalize our assessment of the remaining retail stores to be
closed or relocated, additional purchase liabilities are expected to be
recognized. During the six months ended February 29, 2000, $80,000 was paid and
charged against the established liability. The following table summarizes the
closed store liability activity for the six months ended February 29, 2000:


                                                                  (In thousands)
                                                                  --------------

Balance at August 31, 1999                                            $ 1,632

      Additional purchase liability for the six months ended
      February 29 2000                                                  1,217

      Cash payments for the six months ended
      February 29, 2000                                                   (80)
                                                                  ------------
Balance at February 29, 2000                                          $ 2,769
                                                                  ============

                                       8
<PAGE>

         The preliminary purchase price allocation for businesses acquired
during the six months ended February 29, 2000 under the purchase method of
accounting is as follows:

                                                                (In thousands)

        Tangible assets (includes cash acquired of $767)         $     7,160
        Intangible assets                                             29,624
        Liabilities                                                   (8,008)
                                                                 -----------
                                                                 $    28,776
                                                                 ===========


          The Company's pro forma results of operations, assuming each of the
acquisitions described above and each of the fiscal year 1999 acquisitions were
consummated as of the beginning of the periods presented, are as follows:

                                              For the Six Months Ended
                                     February 29, 2000         February 28, 1999
                                         (In thousands, except per share data)

Revenue                               $ 145,780                    $ 137,304
                                      =========                    =========
Net income (loss)                     $      46                    $  (2,749)
                                      =========                    =========

Diluted net income (loss) per share   $    0.00                    $   (0.06)
                                      =========                    =========

3.  Property and Equipment, Net

         Property and equipment consisted of the following:

<TABLE>
<CAPTION>
                                                                          February 29,             August 31,
                                                                              2000                   1999
                                                                              ----                   ----
                                                                                     (In thousands)
<S>                                                                         <C>                     <C>
Land, building and leasehold improvements                                   $ 11,031                $  8,502
Furniture, fixtures and equipment                                              5,721                   3,497
Computer hardware and software                                                12,132                   6,036
Communication systems                                                          2,166                   1,526
Vehicles                                                                       1,467                     925
                                                                            --------                --------
                                                                              32,517                  20,486
Less:  Accumulated depreciation and amortization                              (6,473)                 (4,533)
                                                                            --------                --------
                                                                            $ 26,044                $ 15,953
                                                                            ========                ========
</TABLE>

                                       9
<PAGE>

4. Accrued Liabilities

         Accrued liabilities consisted of the following:
<TABLE>
<CAPTION>
                                                         February 29,                August 31,
                                                            2000                        1999
                                                            ----                        ----
                                                                    (In thousands)
<S>                                                       <C>                         <C>
Salaries and benefits                                     $ 4,510                     $ 3,787
Wire Service                                                2,021                       3,104
Store closure costs                                         2,769                       1,632
Taxes-non payroll                                           1,952                         669
Insurance                                                   1,237                         448
Acquired business consideration                               672                       1,459
Other                                                       5,392                       4,468
                                                          -------                     -------
                                                          $18,553                     $15,567
                                                          =======                     =======
</TABLE>

5.  Debt

  Notes Payable

         Notes payable at February 29, 2000 and August 31, 1999 were $0.5
million and $2.0 million, respectively. The effective interest rates associated
with these notes range from 7.00% to 10.12%. Notes payable for both periods
consist principally of mortgage notes and installment notes for vehicles,
equipment, and leasehold improvements assumed by the Company in connection with
acquisitions completed during the latter part of each fiscal quarter. The
Company substantially pays all these notes in full periodically, following the
close of acquisitions.

  Long-Term Debt

         At February 29, 2000, outstanding borrowings under the Company's $40
million credit facility were $31.9 million. The effective Eurodollar borrowing
rate and base rate as of February 29, 2000 were 7.89% and 9.25%, respectively.

6. Stockholders' Equity

         From September 1, 1999 to February 29, 2000, the Company issued
1,417,928 shares of its common stock with an aggregate value of $12.4 million to
fund the non-cash portion of the total consideration for acquisitions completed
during the period. Additionally, a total of 327,713 shares of common stock were
issued for total consideration of $1.0 million in connection with stock options
and warrants exercised during this same period.

                                       10
<PAGE>

7. Earnings Per Share

         Basic and diluted earnings per share in the accompanying condensed
consolidated statements of operations are based upon the weighted average shares
outstanding during the applicable period. The impact of common stock equivalents
has not been included for the loss periods presented as they are anti-dilutive.
The components of basic and diluted earnings per share are as follows:
<TABLE>
<CAPTION>
                                                                              For the Three Months           For the Six Months
                                                                                     Ended                           Ended
                                                                       February 29,      February 28,   February 29,    February 28,
                                                                            2000             1999           2000            1999
                                                                            ----             ----           ----            ----
                                                                               (In thousands)                   (In thousands)
<S>                                                                        <C>              <C>              <C>            <C>
Basic Average Shares Outstanding                                           45,323           33,532           44,844         31,198
Common Stock Equivalents                                                      970             --               --             --
                                                                           ------           ------           ------         ------
Diluted Average Shares Outstanding                                         46,293           33,532           44,844         31,198
                                                                           ======           ======           ======         ======
Common stock equivalents not included in the calculation of
  diluted earnings per share because their impact is antidilutive             265            2,542            2,098          2,542
                                                                           ======           ======           ======         ======

</TABLE>


8. Commitments and Contingencies

  Supply Agreement

         On October 1, 1998, the Company entered into a five-year supply
agreement with certain flower farms (the "Farms"). The agreement requires that
the Farms provide to the Company a certain percentage of their flowers on a
consignment basis. The Farms must produce and deliver a minimum number of stems
for the Company during the growing year commencing on October 1. Each July,
during the term of the agreement, the parties will meet to establish the minimum
stem obligation for each flower type for the upcoming growing year. The Company
has no obligation to pay for any flowers it receives from the Farms unless and
until such flowers are sold by the Company.

Business Combinations

         The Company may be required to make additional payments of up to $0.9
million to the sellers of three of the businesses that it acquired. Because the
outcome of the contingencies underlying these payments are not yet determinable,
the payments have not been recorded as a component of the cost of these
acquisitions at February 29, 2000.

Litigation

         There are various claims, lawsuits, and pending actions against Gerald
Stevens incident to the operations of its businesses. It is the opinion of
management, after consultation with counsel, that the ultimate resolution of
such claims, lawsuits and

                                       11
<PAGE>

pending actions will not have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity.

9.   Business Segments

        Gerald Stevens operates in two principal business segments: retail and
order generation. The Company's reportable segments are strategic business units
that offer different products and services. The Company evaluates the
performance of its segments based on revenue and operating income. The Company's
retail segment consists of the retail florists acquired as well as its import
business. The Company's order generation business consists primarily of
Florafax, National Flora, Calyx & Corolla and on-line businesses. There is no
material inter-segment revenue.

        The following table presents financial information regarding the
Company's different business segments as of and for the six months ended on the
dates set forth below:

<TABLE>
<CAPTION>
                                          February 29,              February 28,
                                             2000                       1999
                                             ----                       ----
                                                     (In thousands)
<S>                                        <C>                        <C>
Net revenue:
    Retail                                 $ 102,470                  $  31,109
    Order generation                          28,313                      8,886
                                           ---------                  ---------
                                           $ 130,783                  $  39,995
                                           =========                  =========

Operating income (loss):
    Retail                                 $   8,676                  $   2,390
    Order generation                           1,034                      1,534
    Corporate                                 (9,648)                    (8,340)
                                           ---------                  ---------
                                           $      62                  $  (4,416)
                                           =========                  =========

Identifiable assets:
    Retail                                 $ 168,042                  $  58,505
    Order generation                          52,080                     11,973
    Corporate                                 11,796                      1,067
                                           ---------                  ---------
                                           $ 231,918                  $  71,545
                                           =========                  =========
</TABLE>


10. SUBSEQUENT EVENTS

   Business Combinations

         From March 1, 2000 through April 10, 2000, we acquired 19 retail
florist businesses for total consideration of $5.1 million, consisting of $2.2
million in cash and

                                       12
<PAGE>

437,585 shares of our common stock valued at prices ranging from $6.20 to $7.27
per share.

   Private Placement

         In March 2000, Gerald Stevens completed a private placement in which
3,257,000 shares of its common stock were sold to institutional investors at
$7.00 per share. Proceeds received from the offering, net of expenses, were
approximately $22.0 million and will be used for general corporate purposes.

                                       13
<PAGE>

Item 2.                      Management's Discussion And Analysis
                             ------------------------------------
                       Of Financial Condition And Results Of Operations
                       ------------------------------------------------

General

         Gerald Stevens, Inc. ("Gerald Stevens," the "Company" or "We"),
formerly known as Florafax International, Inc., is a leading integrated retailer
and marketer of flowers, plants, and complementary gifts and decorative
accessories. The Company operates the largest company-owned network of floral
specialty retail stores with locations in 35 markets in the United States and
Canada as of February 29, 2000. We are building a national brand and
transforming the retail floral industry by integrating our operations throughout
the floral supply chain, from product sourcing to delivery, and by managing
every interaction with the customer, from order generation to order fulfillment.
The Company owns and operates its own import operation and has relationships
with leading growers around the world. Our national sales and marketing division
permits us, through multiple distribution channels including the Internet,
dial-up numbers and direct mail, to serve customers who do not visit or phone
our retail stores.

         On April 30, 1999, Gerald Stevens and Gerald Stevens Retail, Inc.
("Gerald Stevens Retail"), completed a merger accounted for as a pooling of
interests. This Management's Discussion and Analysis of Financial Condition and
Results of Operations gives retroactive effect to the merger, and should be read
in conjunction with our accompanying unaudited condensed consolidated financial
statements. In the merger, we issued approximately 28.1 million shares of our
common stock to the stockholders of Gerald Stevens Retail, resulting in the
former Gerald Stevens Retail stockholders owning approximately 77.5% of the
shares of our common stock immediately following the merger.

Forward-Looking Statements

         This Quarterly Report on Form 10-Q, as well as our other reports filed
with the SEC and our press releases and other communications, contain
forward-looking statements which reflect the Company's current views with
respect to future events and financial performance. Forward-looking statements
include all statements regarding our expected financial position, results of
operations, cash flows, dividends, financing plans, strategy, budgets, capital
and other expenditures, competitive positions, growth opportunities, benefits
from new technology, plans and objectives of management, and markets for stock.
In addition to general economic, business and market conditions, we are subject
to risks and uncertainties that could cause such forward-looking statements to
prove incorrect, including those stated in the "Risk Factors" section of the
Annual Report on Form 10-K for the fiscal year ended August 31, 1999 as amended
on Form 10-K/A, and the following:

                                       14
<PAGE>

o    Our ability to accomplish our anticipated growth strategies and to
     integrate acquired businesses.

o    Our need to improve our information systems.

o    Unexpected liabilities incurred in our acquisitions.

o    Our dependence on additional capital for growth.

o    A decline in customer discretionary spending.

o    Weather, governmental regulations, transportation problems or other factors
     that could prevent us from obtaining sufficient products when needed.

o    Our ability to maintain business relationships within the industry,
     including relationships with wire services, wholesalers, growers, importers
     and other florist shops.

o    Our ability to develop relationships with supermarkets, mass merchants,
     department stores and other businesses to expand our store-in-store
     operations.

o    Our ability to develop a profitable Internet business.

Acquisitions

         In October 1998, we entered the retail distribution segment of the
floral industry. From October 1, 1998 through August 31, 1999 we acquired 69
retail florist businesses located in 28 markets throughout the United States for
total aggregate consideration of $98.7 million, consisting of $66.8 million in
cash and 7,060,934 shares of our common stock valued at share prices ranging
from $3.52 per share to $15.30 per share. Additionally, in October 1998, we
acquired AGA Flowers, Inc., a floral import business, for total consideration of
$2.9 million, consisting of $1.5 million in cash and 417,078 shares of our
common stock valued at $3.52 per share.

         During the six-month period ended February 29, 2000, we acquired an
additional 60 retail florist businesses located in existing markets and seven
new markets for total consideration of $28.8 million, consisting of $16.4
million in cash and 1,417,928 shares of our common stock valued at prices
ranging from $5.72 to $11.53 per share.

         In March 1999, we acquired National Flora, a floral order generation
business, for total consideration of $19.7 million, consisting of $10.0 million
in cash and 1,552,500 shares of our common stock valued at $6.30 per share.

         In July 1999, we acquired Calyx & Corolla, Inc., a catalog and
Internet-based floral order generation business for total consideration of $11.6
million, consisting of

                                       15
<PAGE>

approximately $.1 million in cash, 934,435 shares of our common stock valued at
$10.80 per share, and the assumption of stock option and warrant obligations
which converted into rights to acquire 152,081 shares of our common stock at
exercise prices ranging from $0.36 to $9.44 per share.

         All of the acquisitions discussed in the preceding paragraphs were
accounted for as business combinations under the purchase method of accounting
and have been included in our consolidated financial statements from the date of
acquisition.

         During the year ended August 31, 1999 and the six months ended February
29, 2000, we also acquired certain intangible assets related to floral
businesses that discontinued their operations. The acquired intangible assets
consisted principally of customer lists, telephone numbers and yellow page
advertising contractual rights. Aggregate consideration paid for all such
intangible asset acquisitions during the year ended August 31, 1999 was $4.5
million, consisting of $2.8 million in cash and 159,823 shares of our common
stock at a price of $10.14 per share. Aggregate consideration paid for
intangible asset acquisitions during the six months ended February 29, 2000 was
$0.2 million in cash.

Results of Operations

         Upon consummation of our merger with Gerald Stevens Retail, we
redefined the manner in which we evaluate and report the operating results of
our newly combined business for internal purposes. In this regard, we have
chosen to break down our component businesses into two segments: (1) Retail and
(2) Order Generation. The Retail segment consists of all retail and import
businesses and operations while the Order Generation segment consists of all
non-retail order generation and fulfillment businesses and operations. The
tables below present the results of operations through operating income (loss)
of Gerald Stevens' Retail and Order Generation segments and Corporate for the
three and six month periods ended February 29, 2000 and February 28, 1999.

         The Retail segment 2000 results include the operating results of the 69
retail florist businesses and one import business acquired during the year ended
August 31, 1999 and the post-acquisition operating results of the 60 retail
florist businesses acquired during the six months ended February 29, 2000. The
Retail segment 1999 results include only the post-acquisition operating results
of the initial 17 retail florist businesses and one import business acquired by
the Company from October 1, 1998 to February 28, 1999.

         The Order Generation segment 2000 and 1999 results include the
operating results of the Company's wire service, credit and charge card
processing and The Flower Club business units, in addition to the activities of
Gerald Stevens' recently formed Internet-based order generation business. The
Order Generation segment 2000 results additionally include the operating results
of National Flora and Calyx & Corolla. Prior to the acquisition of its initial
retail florist and import businesses on October 1, 1998, the Company operated
only in the Order Generation segment.

                                       16
<PAGE>

         The tables below present the results of operations through operating
income (loss) of the Company's Retail and Order Generation segments and
Corporate for the three and six month periods ended February 29, 2000 and
February 28, 1999, respectively.

<TABLE>
<CAPTION>
                                                                                   Unaudited

                                                                        Three Months Ended February 29, 2000
                                                                        ------------------------------------
                                                                               (dollars in thousands)
                                                                              Order          Corporate
                                                            Retail         Generation         Overhead             Total
                                                            ------         ----------         --------             -----
<S>                                                         <C>              <C>             <C>                 <C>
Revenue:
 Product sales, net                                         $ 56,349         $  6,837        $     --            $ 63,186
 Service and other revenue                                     6,984           11,409              --              18,393
                                                            -------------------------------------------------------------
                                                              63,333           18,246              --              81,579

Operating costs and expenses:
 Cost of Product Sales                                        20,269            2,276              --              22,545
 Operating                                                    27,716               --              --              27,716
 Selling, general and administrative                           7,877           14,667           4,809              27,353
 Merger expenses                                                  --               --              --                  --
                                                            -------------------------------------------------------------
                                                              55,862           16,943           4,809              77,614

                                                            -------------------------------------------------------------
 Operating income (loss)                                    $  7,471         $  1,303        ($ 4,809)           $  3,965
                                                            =============================================================

</TABLE>
[RESTUBBED TABLE]
<TABLE>
<CAPTION>
                                                                                         Unaudited

                                                                          Three Months Ended February 28, 1999
                                                                          ------------------------------------
                                                                                  (dollars in thousands)
                                                                                Order          Corporate
                                                              Retail         Generation         Overhead             Total
                                                              ------         ----------         --------              -----
<S>                                                          <C>             <C>                <C>                 <C>
Revenue:
 Product sales, net                                          $ 19,678        $    --            $    --             $ 19,678
 Service and other revenue                                      1,964           5,130                --                7,094
                                                             ---------------------------------------------------------------
                                                               21,642           5,130                --               26,772

Operating costs and expenses:
 Cost of Product Sales                                          8,896             --                 --                8,896
 Operating                                                      9,023             --                 --                9,023
 Selling, general and administrative                            1,872           4,330              2,699               8,901
 Merger expenses                                                  --              --               3,966               3,966
                                                             ---------------------------------------------------------------
                                                               19,791           4,330              6,665              30,786

                                                             ---------------------------------------------------------------
 Operating income (loss)                                     $  1,851        $    800           ($ 6,665)           ($ 4,014)
                                                             ===============================================================

</TABLE>

<TABLE>
<CAPTION>
                                                                       Six Months Ended February 29, 2000
                                                                       ----------------------------------
                                                                              (dollars in thousands)
                                                                              Order          Corporate
                                                             Retail         Generation         Overhead             Total
                                                             ------         ----------         --------              -----
<S>                                                         <C>             <C>                <C>                 <C>
Revenue:
 Product sales, net                                         $  91,533       $   9,110          $     --            $ 100,643
 Service and other revenue                                     10,937          19,203                --               30,140
                                                            ----------------------------------------------------------------
                                                              102,470          28,313                --              130,783

Operating costs and expenses:
 Cost of Product Sales                                         33,443           3,109                --               36,552
 Operating                                                     47,355             --                 --               47,355
 Selling, general and administrative                           12,996          24,170              9,648              46,814
 Merger expenses                                                  --              --                 --                  --
                                                            ----------------------------------------------------------------
                                                               93,794          27,279              9,648             130,721

                                                            ----------------------------------------------------------------
 Operating income (loss)                                    $   8,676       $   1,034          ($  9,648)          $      62
                                                            ================================================================
</TABLE>
[RESTUBBED TABLE]
<TABLE>
<CAPTION>
                                                                           Six Months Ended February 28, 1999
                                                                           ----------------------------------
                                                                                  (dollars in thousands)
                                                                               Order          Corporate
                                                             Retail         Generation         Overhead             Total
                                                             ------         ----------         --------             -----
<S>                                                         <C>             <C>                <C>                 <C>
Revenue:
 Product sales, net                                         $ 28,373        $    --            $    --             $ 28,373
 Service and other revenue                                     2,736           8,886                --               11,622
                                                            ---------------------------------------------------------------
                                                              31,109           8,886                --               39,995

Operating costs and expenses:
 Cost of Product Sales                                        12,744             --                 --               12,744
 Operating                                                    13,356             --                 --               13,356
 Selling, general and administrative                           2,619           7,352              4,289              14,260
 Merger expenses                                                 --              --               4,051               4,051
                                                            ---------------------------------------------------------------
                                                              28,719           7,352              8,340              44,411

                                                            ---------------------------------------------------------------
 Operating income (loss)                                    $  2,390        $  1,534           ($ 8,340)           ($ 4,416)
                                                            ===============================================================

</TABLE>

         Retail Segment. Product sales within the Retail segment include sales
of floral and gift products at retail businesses and sales of floral product by
the Company's import business. Service and other revenue within the Retail
segment is generated at the Company's retail businesses and consists of delivery
and other service fees charged to customers and commissions on orders
transmitted to and fulfilled by other retail florists. Total Retail segment
revenue for the three and six months ended February 29, 2000 increased by $41.7
million to $63.3 million and by $71.4 million to $102.5 million, respectively,
compared to the same periods in the prior year due principally to revenue
generated at newly acquired businesses.

         Cost of product sales within the Retail segment includes the cost of
products sold at retail businesses and at the Company's import business. Cost of
product sales for the three and six months ended February 29, 2000 increased by
$11.4 million to $20.3 million and by $20.7 million to $33.4 million,
respectively, compared to the same periods in the prior year due principally to
cost of goods sold incurred by newly acquired businesses.

                                       17
<PAGE>

         Retail segment gross margins as a percentage of total revenue for the
three and six months ended February 29, 2000 increased by 9.1% to 68.0% and by
8.4% to 67.4%, respectively, compared to the same periods in the prior year. A
substantial portion of the gross margin percentage increase is related to
changes in the mix between revenue at the Company's retail stores and revenue at
its import business. As a result of acquisitions, higher margin retail store
revenue has increased significantly more than lower margin import revenue over
the past year. To a lesser extent, gross margins have improved due to the recent
implementation of various national product purchasing programs at the Company's
retail stores, including the sourcing of floral product from the Company's
import business, and to the acquisition of retail businesses during the past
year that have higher average gross margins than the average gross margins
generated by the Company's initial acquired businesses.

         Retail segment operating expenses for the three and six months ended
February 29, 2000 increased by $18.7 million to $27.7 million and by $34.0
million to $47.4 million, respectively, compared to the same periods in the
prior year due principally to operating expenses incurred by newly acquired
businesses. Retail segment operating expenses as a percentage of total revenue
for the three and six months ended February 29, 2000 increased by 2.1% to 43.8%
and by 3.3% to 46.2%, respectively, compared to the same periods in the prior
year. The majority of the percentage increase is related to the aforementioned
period-to-period change in mix between the Company's retail store and import
businesses and the fact that operating expenses as a percentage of revenue are
significantly higher at the Company's retail stores compared to its import
business.

         Retail segment selling, general and administrative expenses for the
three and six months ended February 29, 2000 increased by $6.0 million to $7.9
million and by $10.4 million to $13.0 million, respectively, compared to the
same periods in the prior year due principally to expenses incurred by newly
acquired businesses. Retail segment selling, general and administrative expenses
as a percentage of total revenue for the three and six months ended February 29,
2000 increased by 3.8% to 12.4% and by 4.3% to 12.7%, respectively, compared to
the same periods in the prior year due principally to increases in wire
commission, advertising and insurance expenses.

         Order Generation Segment. Product sales within the Order Generation
segment for the three and six months ended February 29, 2000 reflect $6.8
million and $9.1 million, respectively, of sales made by Calyx & Corolla.
Service and other revenue within the Order Generation segment consists of order
generation commissions and processing fees, wire service dues and fees, and
credit card processing fees. Total Order Generation segment service and other
revenue for the three and six months ended February 29, 2000 increased by $6.3
million to $11.4 million and by $10.3 million to $19.2 million, respectively,
compared to the same periods in the prior year. This significant increase in
revenue is due primarily to our acquisition of National Flora, which generated
$3.9 million and $6.9 million in revenue during the three and six months ended
February 29, 2000, respectively. Additionally, continued increases in The Flower
Club revenue, revenue from the Company's recently formed Internet-based order

                                       18
<PAGE>

generation business unit, and other revenue generated at Calyx & Corolla also
contributed to the current periods' service and other revenue increase.

         Cost of goods sold within the Order Generation segment for the three
and six months ended February 29, 2000 reflect $2.3 million and $3.1 million,
respectively, of costs incurred at Calyx & Corolla. Calyx & Corolla gross
margins as a percentage of product sales revenue for the three and six months
ended February 29, 2000 were 66.7% and 65.9%, respectively.

         Total Order Generation segment selling, general and administrative
expenses for the three and six months ended February 29, 2000 increased by $10.3
million to $14.7 million and by $16.8 million to $24.2 million, respectively,
compared to the same periods in the prior year. Selling, general and
administrative expenses incurred by National Flora and Calyx & Corolla during
the current three and six-month periods totaled $8.2 million and $12.7 million,
respectively, representing a significant portion of the current periods' expense
increase. Additionally, costs incurred in connection with the Company's
Internet-based order generation business unit were $1.0 million and $2.1 million
for the three and six months ended February 29, 2000. To a lesser extent,
expense increases related to the expansion of The Flower Club business unit and
expenses related to our acquired Flowerlink website also contributed to the
higher current period expense levels.

         Corporate. Total Corporate selling, general and administrative expenses
for the three and six months ended February 29, 2000 increased by $2.1 million
to $4.8 million and by $5.4 million to $9.6 million, respectively, compared to
the same periods in the prior year, excluding $4.0 million and $4.1 million in
merger expenses incurred during the three and six months ended February 28,
1999, respectively. These increases were due primarily to expenses incurred at
Gerald Stevens' expanded corporate headquarters in Ft. Lauderdale, Florida and
to the significant expansion of the Company into retail and other related
segments of the floral industry. We plan to significantly expand our business
over the next several years, largely through the acquisition of retail florist
businesses. We also expect Corporate expenses to increase over this time period,
due principally to integration costs planned to be incurred in connection with
the development and implementation of centralized operational and financial
systems and the establishment of the Gerald Stevens brand name.

         Interest. Interest expense for the three and six months ended February
29, 2000 increased by $0.4 million to $0.5 million and by $0.7 million to $0.9
million, respectively, compared to the same periods in the prior year. The
increase in interest expense during the current period is due primarily to
increased borrowings under the Company's revolving credit facility to finance
the expansion of its business activities and, to a lesser extent, increases in
interest rates.

         Income Taxes. The Company has significant operating loss carryforwards
available to offset future federal taxable income. Because of the uncertainty of
future period income, the Company has provided a full valuation allowance
against its related net deferred tax asset accounts. Accordingly, the Company
has recorded no federal

                                       19
<PAGE>

income tax provision or benefit for the three and six months ended February 29,
2000. However, the Company currently pays income tax in certain states and as a
result, recorded a provision of $0.3 million for the three and six month periods
ended February 29, 2000. Gerald Stevens' future effective tax rate will depend
on various factors, including the mix between state taxable income or losses,
amounts of nondeductible goodwill, and the timing of adjustments to the
valuation allowance on our net deferred tax assets.

Liquidity and Capital Resources

         We had cash and cash equivalents of $3.0 million and $4.8 million as of
February 29, 2000 and February 28, 1999, respectively. Cash and cash equivalents
decreased by $1.6 million and $2.4 million during the six months ended February
29, 2000 and February 28, 1999, respectively. The major components of these
changes are discussed below.

         Cash provided by operating activities for the six months ended February
29, 2000 was $1.1 million compared to cash used in operating activities of $.5
million for the same period last year. Cash provided by (used in) operating
activities improved during the current period as the result of increased
operating cash flows offset by higher working capital investments compared to
the prior year period.

         The cash portion of the purchase prices for all acquisitions completed
by the Company, net of cash acquired, during the six months ended February 29,
2000 and February 28, 1999 aggregated $17.1 million and $25.6 million,
respectively, as more fully described in the preceding section entitled
"Acquisitions." Capital expenditures during the six months ended February 29,
2000 totaled $11.0 million compared to capital expenditures of $1.4 million in
the same period of the prior year. Capital expenditures primarily include
computer hardware, software and communication system expenditures related to the
expansion of our retail and order generation businesses.

         During the six months ended February 29, 2000, the Company issued a
total of 327,713 shares of common stock for total consideration of $1.0 million
in connection with the exercise of stock options and warrants. During the six
months ended February 28, 1999 we issued 6,217,537 shares of common stock in
private placement transactions for total consideration of $21.1 million, net of
placement fees and expenses, 224,000 shares of common stock for total
consideration of $0.3 million in connection with the exercise of stock options
and warrants, and we also collected a $4.2 million stock subscription receivable
balance related to the initial capitalization of Gerald Stevens Retail.

         During the six months ended February 29, 2000, the Company borrowed a
net amount of $27.4 million on its existing revolving credit facility and repaid
$3.0 million of debt incurred in connection with certain retail florist
acquisitions. A total of $1.3 million of debt primarily related to a prior
revolving credit facility, which was terminated in June 1999, was repaid during
the six months ended February 28, 1999.

                                       20
<PAGE>

         The outstanding balance on the Company's revolving credit facility at
February 29, 2000 was $31.9 million. We are currently in discussions with our
primary lending bank regarding a proposed syndication of our bank credit
facility. In this regard, we intend to increase the borrowing limits under our
credit facility from $40.0 million to approximately $50.0 to $75.0 million.
However, there can be no assurance that we will be successful in increasing such
borrowing limits, or that any such increase can be made on terms comparable to
our current credit facility.

         In March 2000, Gerald Stevens completed a private placement in which
3,257,000 shares of its common stock were sold to institutional investors at
$7.00 per share. Proceeds received from the offering, net of expenses, were
approximately $22.0 million and will be used for general corporate purposes. The
Company is also currently in discussion with a number of third parties regarding
different debt or equity investments in Gerald Stevens. There can be no
assurance that any of these discussions will result in additional capital for
the Company.

         We believe that cash flows from operating activities, in addition to
borrowings from our current credit facilities, will provide adequate funds to
meet the ongoing cash requirements of our existing business over the next 12
months. However, failure to increase our current bank borrowing limits or
otherwise raise additional capital could limit our ability to acquire new
businesses or otherwise expand our existing business in accordance with our
current operating plan. Further, unplanned events, including temporary or
long-term adverse changes in global capital markets, could interrupt or curtail
our short-term or long-term growth plans.

Year 2000 Issue

         The Company had successfully completed all Year 2000 remediation,
replacement, and testing prior to January 1, 2000. Through April 10, 2000, the
Company has experienced no Year 2000 problems that affected business operations.
The Company's business partners have reported no Year 2000 problems. At this
time, the Company does not expect any future problems related to Year 2000 to
materialize. However, the Company will continue to monitor the systems for
potential issues over the next six months through normal operational and support
processes.

Impact of Recently Issued Accounting Standards

         In June 1999, The Financial Accounting Standards Board ("FASB") issued
SFAS No. 137, Accounting for Derivative Instruments and Hedging
Activities-Deferral of Effective Date of FASB Statement No. 133. Statement No.
137 defers for one year the effective date of SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 will now apply to
all fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS
Statement No. 133 will require the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not

                                       21
<PAGE>

hedges must be adjusted to fair value through income. The Company will adopt
SFAS No. 133 as required for its first quarterly filing of fiscal year 2001. We
believe the adoption of this Statement will not have a material effect on the
earnings and financial position of the Company.

                                       22
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
---------------------------

         In Item 3, "Legal Proceedings" of our Annual Report on Form 10-K for
the year ended August 31, 1999, filed November 24, 1999, as amended on Form
10-K/A, filed on December 28, 1999, we provided information concerning a civil
lawsuit entitled Harvey Seslowsky v. Gerald Stevens, Inc., et al. In January
2000, the parties settled this lawsuit; the payment that we made under the
settlement was immaterial.

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

         On February 29, 2000, Gerald Stevens, Inc. held its annual meeting of
stockholders.  At the annual meeting, stockholders voted on:

         (a)      The election of directors.
         (b)      The reincorporation of Gerald Stevens, Inc. in the State of
                  Florida.
         (c)      The approval and adoption of the Gerald Stevens, Inc. 2000
                  Stock Option Plan.
         (d)      The approval of the selection of our independent accountants
                  for the 2000 fiscal year.


         All of the matters were approved by the stockholders.

                                       23
<PAGE>

The following sets forth the results of voting at the annual meeting:

<TABLE>
<CAPTION>
                                                                  Votes
                                      -------------------------------------------------------------
                                                                                            Broker
Matter                                For              Against         Abstentions        Non-Votes
------                                ---              -------         -----------        ---------
<S>                                   <C>                <C>             <C>               <C>
Election of Directors:

         Steven R. Berrard            35,875,102         58,472
         Gerald R. Geddis             35,874,802         58,772
         Robert L. Johnson            35,872,872         60,702
         Ruth M. Owades               35,463,198        470,376
         Adam D. Phillips             35,874,802         58,772
         Kenneth G. Puttick           35,465,422        468,152
         Kenneth Royer                35,732,012        201,562
         Andrew W. Williams           35,912,548         21,026

Reincorporation in Florida:           28,692,548        478,047           22,968            6,740,011

2000 Stock Option Plan:               28,845,755        194,178          153,630            6,740,011

Approval of Accountants:              35,831,867         51,919           49,788
</TABLE>

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

         (a)      Exhibits. The following are being filed as exhibits to this
                  Report:

                  --   Restated Articles of Incorporation

                  --   Form of stock option agreements

                  --   financial data schedule

         (b)      Reports on Form 8-K. We filed no Reports on Form 8-K during
                  the quarter ended February 29, 2000. To date in the following
                  quarter, we have filed the following Report on Form 8-K:

Date of Filing                              Disclosure(s)
--------------                              -------------
April 6, 2000               Announcement of private placement.

                                       24
<PAGE>

                                    SIGNATURE
                                    ---------

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

                                                GERALD STEVENS, INC.
                                                --------------------
                                                (Registrant)



Date: April 12, 2000                            By /s/ Albert J. Detz
                                                   -------------------------
                                                       Albert J. Detz
                                                       Senior Vice President and
                                                         Chief Financial Officer


                                       25
<PAGE>

                              Gerald Stevens, Inc.

                          Quarterly Report on Form 10-Q
                     For the quarter ended February 29, 2000


                                  EXHIBIT INDEX

Exhibit No.                            Description
-----------                            -----------

 3.1                       Restated Articles of Incorporation

10.1                       Form of stock option agreements

27                         Financial Data Schedule