##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549




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FORM 10-Q

|  |  |                                                                                                                                
|- |  | -------------------------------------------------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
1934 For the quarterly period ended March 31, 2003.
|  |  |                                                                                                                                
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934      to                               



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Commission file number 0-26476



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GLYCOGENESYS, INC.

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(Exact name of Registrant as specified in its charter.)


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

Park Square Building
31 St. James Avenue, 8th Floor
Boston, Massachusetts 02116

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(Address of principal executive offices, including zip code.)


(617) 422-0674

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Registrants telephone number, including area code.




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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by the Section 13 or 15(d) of the Securities 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 |  | o |  | 

Indicate by checkmark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

| |  |     |  |   |  |    |  |   |  | 
| |  | --- |  | - |  | -- |  | - |  | 
| |  | Yes |  | o |  | No |  | x |  | 

The number of shares outstanding of the Registrants common stock, $.01 par
value per share, at May 15, 2003 was 37,373,780 shares.

1



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TABLE OF CONTENTS



|                                         |                                                                                               |                                                      |  |  |  |  |  | 
|---------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                         | ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)                                                     
|                                         |                                                                                               | CONSOLIDATED BALANCE SHEETS                         
|                                         |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS               
|                                         |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS               
|                                         |                                                                                               | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|                                         | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                         | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                         | ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES                                                   
|PART IIOTHER INFORMATION               
|                                         | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                                         | ITEM 6. EXHIBITS AND REPORT ON FORM 8-K.                                                     
|SIGNATURES                              
|Section 302 Certification               
|Ex-99.1 Certification of the CEO and CFO



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##### Table of Contents



GLYCOGENESYS, INC.

INDEX

|                             |                                                                                               |                                                                                          |       |     
|---------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ----- | ----
|                             |                                                                                               |                                                                                          |       | Page
|                             |                                                                                               |                                                                                          |       |     
|Part IFinancial Information |                                                                                               |                                                                                         
|                             | Item 1. Financial Statements (Unaudited)                                                      |                                                                                          |      
|                             |                                                                                               | Consolidated Balance Sheets as of March 31, 2003
and December 31, 2002                   |       | 3-4 
|                             |                                                                                               | Consolidated Statements of Operations for the Three
Months Ended March 31, 2003 and 2002 |       | 5   
|                             |                                                                                               | Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2003 and 2002 |       | 6   
|                             |                                                                                               | Notes to Unaudited Consolidated Financial Statements                                     |       | 7-10
|                             | Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                          | 10-13
|                             | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                          | 13-21
|                             | Item 4. Disclosure Controls and Procedures                                                    |                                                                                          | 22   
|Part IIOther Information    |                                                                                               |                                                                                         
|                             | Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                          | 22   
|                             | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                          | 22   
|Signatures                   |                                                                                               | 23                                                                                      
|Section 302 Certifications   |                                                                                               | 24-26                                                                                   

2



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##### Table of Contents






PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)




GLYCOGENESYS, INC.

CONSOLIDATED BALANCE SHEETS


ASSETS



---



(Unaudited)

|                                 |                                           |                      |                               |           |           |          |              |           |           |          |  
|-------------------------------- | ----------------------------------------- | -------------------- | ----------------------------- | --------- | --------- | -------- | ------------ | --------- | --------- | -------- | -
|                                 |                                           |                      |                               |           | March 31, |          | December 31,
|                                 |                                           |                      |                               |           | 2003      |          | 2002        
|                                 |                                           |                      |                               |           |           |          |             
|Current assets:                  |                                           |                      |                               |           |           |          |              |          
|                                 | Cash and cash equivalents                 |                      | $                             | 4,529,426 |           |          | $            | 6,299,006 |          
|                                 | Prepaid expenses and other current assets |                      |                               | 318,027   |           |          |              | 332,397   |          
|                                 |                                           |                      |                               |           |           |          |              |          
|                                 |                                           | Total current assets |                               |           | 4,847,453 |          |              |           | 6,631,403 |         
|                                 |                                           |                      |                               |           |           |          |              |          
|Property and equipment, at cost: |                                           |                      |                               |           |           |          |              |          
|                                 | Computer, office and laboratory equipment |                      |                               | 763,082   |           |          |              | 637,372   |          
|                                 | Furniture and fixtures                    |                      |                               | 294,291   |           |          |              | 294,291   |          
|                                 | Motor vehicles                            |                      |                               | 25,026    |           |          |              | 25,026    |          
|                                 |                                           |                      |                               |           |           |          |              |          
|                                 |                                           |                      | 1,082,399                     |           |           |          | 956,689      |          
|                                 |                                           |                      | Less-accumulated depreciation |           |           | (615,018 | )            |           |           | (578,502 | )
|                                 |                                           |                      |                               |           |           |          |              |          
|                                 |                                           |                      | 467,381                       |           |           |          | 378,187      |          
|                                 |                                           |                      |                               |           |           |          |              |          
|Other assets:                    |                                           |                      |                               |           |           |          |              |          
|                                 | Restricted cash                           |                      |                               | 108,128   |           |          |              | 108,128   |          
|                                 | Other                                     |                      |                               | 11,670    |           |          |              | 11,845    |          
|                                 |                                           |                      |                               |           |           |          |              |          
|                                 |                                           | Total other assets   |                               |           | 119,798   |          |              |           | 119,973   |         
|                                 |                                           |                      |                               |           |           |          |              |          
|                                 |                                           | Total assets         |                               | $         | 5,434,632 |          |              | $         | 7,129,563 |         
|                                 |                                           |                      |                               |           |           |          |              |          

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

3



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##### Table of Contents



GLYCOGENESYS, INC.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS EQUITY



---



(Unaudited)

|                              |                                     |                                                                                                                                           |                                            |             |           |           |              |             |         |           | 
|----------------------------- | ----------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------- | --------- | --------- | ------------ | ----------- | ------- | --------- | 
|                              |                                     |                                                                                                                                           |                                            |             | March 31, |           | December 31,
|                              |                                     |                                                                                                                                           |                                            |             | 2003      |           | 2002        
|                              |                                     |                                                                                                                                           |                                            |             |           |           |             
|Current liabilities:          |                                     |                                                                                                                                           |                                            |             |           |           |              |            
|                              |                                     | Accounts payable                                                                                                                          |                                            | $           | 716,219   |           |              | $           | 591,785 |          
|                              |                                     | Accrued liabilities                                                                                                                       |                                            |             | 362,071   |           |              |             | 351,758 |          
|                              |                                     | Net liabilities of discontinued operations                                                                                                |                                            |             | 124,383   |           |              |             | 146,612 |          
|                              |                                     |                                                                                                                                           |                                            |             |           |           |              |            
|                              |                                     |                                                                                                                                           | Total current liabilities                  |             |           | 1,202,673 |              |             |         | 1,090,155 | 
|                              |                                     |                                                                                                                                           |                                            |             |           |           |              |            
|Commitments and contingencies |                                     |                                                                                                                                           |                                            |             |           |           |              |            
|Stockholders equity:         |                                     |                                                                                                                                           |                                            |             |           |           |              |            
|                              |                                     | Preferred stock, $0.01 par value (liquidation value $21,147,915 and
$21,045,626 as of March 31, 2003 and December 31, 2002, respectively) |                                            |             | 108       |           |              |             | 108     |          
|                              |                                     | Common stock, $0.01 par value                                                                                                             |                                            |             |           |           |              |             |         |          
|                              |                                     | Authorized  200,000,000 shares at March 31, 2003 and December 31, 2002                                                                   |                                            |             |           |           |              |             |         |          
|                              |                                     | Issued and outstanding  37,267,957 and 37,251,457 shares at
March 31, 2003 and December 31, 2002, respectively                           |                                            |             | 372,680   |           |              |             | 372,515 |          
|                              | Additional paid-in capital          |                                                                                                                                           |                                            | 85,144,543  |           |           |              | 85,144,543  |        
|                              | Note receivable from former officer |                                                                                                                                           |                                            | (2,675,000  | )         |           |              | (2,675,000  | )      
|                              | Accumulated deficit                 |                                                                                                                                           |                                            | (78,610,372 | )         |           |              | (76,802,758 | )      
|                              |                                     |                                                                                                                                           |                                            |             |           |           |              |            
|                              |                                     |                                                                                                                                           | Total stockholders equity                 |             |           | 4,231,959 |              |             |         | 6,039,408 | 
|                              |                                     |                                                                                                                                           |                                            |             |           |           |              |            
|                              |                                     |                                                                                                                                           | Total liabilities and stockholders equity |             | $         | 5,434,632 |              |             | $       | 7,129,563 | 
|                              |                                     |                                                                                                                                           |                                            |             |           |           |              |            

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

4



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##### Table of Contents






GLYCOGENESYS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)

|                                                     |                                           |                          |                              |         |                              |        |            |           |           |          |  
|---------------------------------------------------- | ----------------------------------------- | ------------------------ | ---------------------------- | ------- | ---------------------------- | ------ | ---------- | --------- | --------- | -------- | -
|                                                     |                                           |                          |                              |         | Three Months Ended March 31,
|                                                     |                                           |                          |                              |         |                             
|                                                     |                                           |                          |                              |         | 2003                         |        | 2002      
|                                                     |                                           |                          |                              |         |                              |        |           
|Operating expenses:                                  |                                           |                          |                              |         |                              |        |            |          
|                                                     | Research and development                  |                          | $                            | 841,427 |                              |        | $          | 1,010,799 |          
|                                                     | General and administrative                |                          |                              | 976,842 |                              |        |            | 735,852   |          
|                                                     |                                           |                          |                              |         |                              |        |            |          
|                                                     |                                           | Total operating expenses |                              |         | 1,818,269                    |        |            |           | 1,746,651 |         
|                                                     |                                           |                          |                              |         |                              |        |            |          
|Operating loss                                       |                                           |                          | (1,818,269                   | )       |                              |        | (1,746,651 | )        
|                                                     |                                           |                          |                              |         |                              |        |            |          
|Other income (expense):                              |                                           |                          |                              |         |                              |        |            |          
|                                                     | Equity in loss of SafeScience Newco, Ltd. |                          |                              |        |                              |        |            | (931,010  | )        
|                                                     | Interest income                           |                          |                              | 9,317   |                              |        |            | 27,823    |          
|                                                     | Other income (expense)                    |                          |                              | 1,338   |                              |        |            | (873      | )        
|                                                     |                                           |                          |                              |         |                              |        |            |          
|                                                     |                                           |                          | Total other income (expense) |         |                              | 10,655 |            |           |           | (904,060 | )
|                                                     |                                           |                          |                              |         |                              |        |            |          
|Net loss                                             |                                           |                          | (1,807,614                   | )       |                              |        | (2,650,711 | )        
|Accretion of preferred stock dividends               |                                           |                          | (102,289                     | )       |                              |        | (239,674   | )        
|                                                     |                                           |                          |                              |         |                              |        |            |          
|Net loss applicable to common stock                  |                                           | $                        | (1,909,903                   | )       |                              | $      | (2,890,385 | )        
|                                                     |                                           |                          |                              |         |                              |        |            |          
|Basic and diluted net loss per common stock          |                                           | $                        | (0.05                        | )       |                              | $      | (0.08      | )        
|                                                     |                                           |                          |                              |         |                              |        |            |          
|Weighted average number of common
shares outstanding |                                           |                          | 37,273,457                   |         |                              |        | 36,863,471 |          
|                                                     |                                           |                          |                              |         |                              |        |            |          

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

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GLYCOGENESYS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)

|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |            |           |         |            |  
|--------------------------------------------------------- | -------------------------------------------------------------------------------------------- | --------------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------------ | --- | ------------------ | ---------- | ---------- | --------- | ------- | ---------- | -
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     | Three Months Ended
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     | March 31,         
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                   
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     | 2003               |            | 2002      
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|Cash flows from operating activities:                     |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|                                                          | Net loss                                                                                     |                                                           | $                                                    | (1,807,614                                             | )   |                    | $          | (2,650,711 | )        
|                                                          | Adjustments to reconcile net loss to net cash
used in operating and discontinued activities: |                                                           |                                                      |                                                        |     |                    |            |            |          
|                                                          |                                                                                              |                                                           | Amortization of value of warrants issued for license |                                                        |     |                   |            |            |           | 271,951 |           
|                                                          |                                                                                              |                                                           | Equity adjustment in SafeScience Newco, Ltd.         |                                                        |     |                   |            |            |           | 931,010 |           
|                                                          |                                                                                              |                                                           | Depreciation and amortization                        |                                                        |     | 36,516             |            |            |           | 30,513  |           
|                                                          |                                                                                              |                                                           | Changes in assets and liabilities:                   |                                                        |     |                    |            |            |           |         |           
|                                                          |                                                                                              |                                                           |                                                      | Due from SafeScience Newco, Ltd.                       |     |                    |           |            |           |         | (1,136,833 | )
|                                                          |                                                                                              |                                                           |                                                      | Prepaid expenses and other current assets              |     |                    | 14,370     |            |           |         | 47,523     |  
|                                                          |                                                                                              |                                                           |                                                      | Accounts payable                                       |     |                    | 124,434    |            |           |         | (181,862   | )
|                                                          |                                                                                              |                                                           |                                                      | Accrued liabilities                                    |     |                    | 10,313     |            |           |         | (317,430   | )
|                                                          |                                                                                              |                                                           |                                                      | Net liabilities of discontinued operations             |     |                    | (22,229    | )          |           |         | (22,229    | )
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|                                                          |                                                                                              |                                                           |                                                      | Net cash used in operating and discontinued activities |     |                    | (1,644,210 | )          |           |         | (3,028,068 | )
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|Cash flows from investing activities:                     |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|                                                          | Purchase of property and equipment                                                           |                                                           |                                                      | (125,710                                               | )   |                    |            | (11,174    | )        
|                                                          | Other                                                                                        |                                                           |                                                      | 175                                                    |     |                    |            | (1,873     | )        
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|                                                          |                                                                                              |                                                           |                                                      | Net cash used in investing activities                  |     |                    | (125,535   | )          |           |         | (13,047    | )
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|Cash flows from financing activities:                     |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|                                                          |                                                                                              | Proceeds from sale of common stock, net of issuance costs |                                                      |                                                        | 165 |                    |            |            | 5,237,039 |        
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|                                                          |                                                                                              |                                                           |                                                      | Net cash provided by financing activities              |     |                    | 165        |            |           |         | 5,237,039  |  
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|Net (decrease) increase in cash and cash equivalents      |                                                                                              |                                                           | (1,769,580                                           | )                                                      |     |                    | 2,195,924  |           
|Cash and cash equivalents, beginning balance              |                                                                                              |                                                           | 6,299,006                                            |                                                        |     |                    | 7,977,910  |           
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|Cash and cash equivalents, ending balance                 |                                                                                              | $                                                         | 4,529,426                                            |                                                        |     | $                  | 10,173,834 |           
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|Supplemental disclosure of non-cash financing activities: |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           
|                                                          | Dividends accreted on Series A and Series B preferred stock                                  |                                                           | $                                                    | 102,289                                                |     |                    | $          | 239,674    |          
|                                                          |                                                                                              |                                                           |                                                      |                                                        |     |                    |            |           

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

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##### Table of Contents






GLYCOGENESYS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


March 31, 2003


(1)  Basis of Presentation

The accompanying unaudited consolidated financial statements of GlycoGenesys,
Inc. (together with its subsidiaries, the Company have been prepared by the
Company in accordance with accounting principles generally accepted in the
United States of America applicable to interim periods, and with the rules and
regulations of the Securities and Exchange Commission. In the opinion of
management, such financial statements reflect all adjustments, consisting of
only normal recurring adjustments, which are necessary for a fair presentation
of the results of the interim periods presented. The results of operations for
the interim periods shown in this report are not necessarily indicative of
results expected for the full year. These financial statements do not include
disclosures associated with the annual financial statements and, accordingly,
should be read in conjunction with the Managements Discussion and Analysis of
Financial Condition and Results of Operations and the financial statements and
footnotes for the year ended December 31, 2002, included in the Companys
Annual Report on Form 10-K.

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

(2)  Operations

As of March 31, 2003, the Company had an accumulated deficit of $78,610,372.
Despite this accumulated deficit, the Company had a net working capital
position (current assets less current liabilities) of $3,644,780 at March 31,
2003. The Company believes that its existing funds will be sufficient to fund
its operating expenses and capital requirements into the fourth quarter of
2003. The Company intends to raise additional capital through equity financings
to support its continued operations. Since inception, the Company has funded
its operations primarily through the proceeds from the sale of equity
securities. From the inception of the Company through March 31, 2003, the
Company has been successful in raising $63.2 million from the sales of equity
securities.

The Companys future is dependent upon its ability to obtain financing to fund
its operations. As of May 15, 2003, the Company has not obtained commitments
from any existing or potential investors to provide additional financing. The
Company expects to incur substantial additional operating costs, including
costs related to ongoing research and development activities, preclinical
studies and clinical trials. To the extent that the Company is unable to raise
additional capital on a timely basis, management plans to slow down research
activity to conserve cash. In the event additional financing is not obtained,
the Company may be required to significantly reduce or curtail operations.

In its Annual Report on Form 10-K for the year ended December 31, 2002, the
Company reported that there is substantial doubt that the Company will have the
ability to continue as a going concern and, therefore, may be unable to realize
its assets and discharge its liabilities in the normal course of business. The
accompanying financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or to amounts
and classification of liabilities that may be necessary should the Company be
unable to continue as a going concern.

Principal risks to the Company include the need to obtain adequate financing to
fund future operations, the successful development and marketing of
pharmaceutical products, dependence on collaborative partners, United States
Food and Drug Administration approval, dependence on key individuals and
competition from substitute products and larger companies.

(3)  Joint Venture with Elan

In July 2001, the Company, Elan International Services, Ltd. (EIS) and Elan
Corporation plc (together with EIS, Elan) formed a joint venture in Bermuda
(SafeScience Newco, Ltd.) for

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GLYCOGENESYS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003

the purpose of furthering the development of the Companys drug candidate,
GCS-100, in the field of oncology. The joint venture agreement was terminated
on December 18, 2002.

During the period the joint venture was in operation, the Company accounted for
its investment in SafeScience Newco using the equity method. Because the
Company obtained control of SafeScience Newco on December 18, 2002, SafeScience
Newco has been consolidated with the Companys consolidated financial
statements since that date. Accordingly, for the three months ended March 31,
2003, SafeScience Newco has been fully consolidated.

(4)  Net Loss Per Common Stock

The Company applies 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. The dilutive effect
of the potential common shares consisting of outstanding stock options and
warrants is determined using the treasury stock method in accordance with SFAS
No. 128. Diluted weighted average shares outstanding for the three month period
ended March 31, 2003 and 2002 excluded the potential common shares from
convertible preferred stock, warrants and stock options because to do so would
be anti-dilutive. At March 31, 2003 and 2002, there were 11,205,524 and
11,345,065 warrants outstanding, respectively, and 1,711,115 and 1,547,042
stock options outstanding, respectively, which were omitted from the net loss
per common stock calculations, and 10,741,449 and 6,923,945 shares,
respectively, issuable upon conversion of outstanding shares of preferred stock
which were also appropriately omitted.

(5)  EQUITY

(a)  Issuance of Common Stock

In the three months ended March 31, 2003, the Company issued 16,500 shares of
common stock in connection with the exercise of warrants for consideration of
$165.

(b)  Stock, Stock Options, and Warrants

The Company has authorized 5,000,000 shares of preferred stock, $0.01 par
value. Such preferred stock consists of:



| |  | Series A convertible preferred stock, 7,500 shares authorized;
6,153.51 shares
issued and outstanding as of March 31, 2003 and December 31, 2002
(liquidation
value $14,953,041).                     
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Series B convertible preferred stock, 6,000 authorized; 3,471.15
shares
issued and outstanding as of March 31, 2003 and December 31, 2002
(liquidation
value $6,194,874 and $6,092,585, respectively).
| 
| |  | Series C convertible, preferred stock, 1,117 authorized; 1,116.79 shares issued and
outstanding as of March 31, 2003 and December 31, 2002.                                                           

The Company has authorized 200,000,000 shares of common stock, $0.01 par value.
At March 31, 2003 and December 31, 2002, there were 37,267,957 and 37,251,457
shares issued and outstanding.

The Company has entered into agreements with various employees and consultants
for the grant of stock options and shares of common stock at prices determined
by the Compensation Committee of the Companys Board of Directors. During the
three months ended March 31, 2002, the Company issued 92,038 shares of common
stock to various employees and consultants as compensation for services
rendered or for licensing fees and recorded a charge to operations of $174,870
relating to these issuances. No such shares were issued during the three months
ended March 31, 2003.

8



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GLYCOGENESYS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003

During the three months ended March 31, 2003 and 2002, the Company granted
options to purchase 294,000 and 444,600 shares of common stock, respectively,
at a weighted average exercise price of $0.27 and $2.09, respectively, per
share to employees. Options to purchase 16,100 shares of common stock were
exercised during the three months ended March 31, 2002. No options were
exercised during the three months ended March 31, 2003.

During the three months ended March 31, 2002, the Company issued warrants to
purchase 3,352,868 shares of common stock at a weighted average exercise price
of $1.65 per share, of which warrants to purchase 235,033 shares were exercised
at a price of $0.01 per share. No warrants were issued during the three months
ended March 31, 2003. Warrants to purchase 16,500 shares were exercised at a
price of $0.01 per share during the three months ended March 31, 2003.

Total non-cash expense related to stock, stock option and warrant grants
recorded in the accompanying consolidated statements of operations for the
three months ended March 31, 2002 amounted to $271,951. No such expense was
charged to operations during the three months ended March 31, 2003.

(c) Stock-based compensation plans

The Company has stock-based employee compensation plans that are described more
fully in Note 6 to the Companys consolidated financial statements included in
the Annual Report on Form 10-K for the year ended December 31, 2002. The
Company accounts for these plans under the recognition and measurement
principles of APB Opinion No. 25, Accounting for Stock Issued to Employees,
and related interpretations. No stock-based employee compensation cost is
reflected in the Consolidated Statements of Operations, as all options granted
under these plans had an exercise price equal to or greater than the market
value of the underlying common stock on the dates of grant. The following
table illustrates the effect on net loss and net loss per common share if the
Company had applied the fair value recognition provisions of SFAS No. 123,
Accounting for Stock-Based Compensation to stock-based employee compensation.

Had the compensation cost for the plans been determined based on the fair value
at the grant dates for awards under the plans consistent with the method
described in SFAS No. 123, the Companys net loss and basic and diluted net
loss per common share on a pro forma basis would have been:

|                                                                                                        |  |                              |           |      |  |   |           | 
|------------------------------------------------------------------------------------------------------- |  | ---------------------------- | --------- | ---- |  | - | --------- | 
|                                                                                                        |  | Three Months Ended March 31,
|                                                                                                        |  |                             
|                                                                                                        |  | 2003                         |           | 2002
|                                                                                                        |  |                              |           |     
|Net loss applicable to common stock, as reported                                                        |  | $                            | 1,909,903 |      |  | $ | 2,890,385 | 
|Total stock-based employee compensation expense
determined under fair value based method
for all awards |  |                              | 135,909   |      |  |   | 174,332   | 
|                                                                                                        |  |                              |           |      |  |   |           | 
|Pro forma net loss applicable to common stock                                                           |  | $                            | 2,045,812 |      |  | $ | 3,064,717 | 
|                                                                                                        |  |                              |           |      |  |   |           | 
|Basic and diluted net loss per common stock,
as reported                                                |  | $                            | 0.05      |      |  | $ | 0.08      | 
|                                                                                                        |  |                              |           |      |  |   |           | 
|Pro forma basic and diluted net loss per
common stock                                                   |  | $                            | 0.05      |      |  | $ | 0.08      | 
|                                                                                                        |  |                              |           |      |  |   |           | 

The preceding pro forma results were calculated using the Black-Scholes
option-pricing model. The following assumptions were used for options granted
during the three months ended March 31, 2003 and 2002, respectively: (1)
risk-free interest rates of 3.9% and 4.3%, respectively; (2) dividend yields of
0.0% and 0.0%, respectively; (3) expected lives of 10 and 10 years,
respectively; and (4) volatility of 1.48% and 1.17%, respectively. The weighted
average fair value of options granted during the three months ended March 31,
2003 and 2002 was $0.21 and $1.98, respectively. Results may vary depending on
the assumptions applied within the model.

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GLYCOGENESYS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003

Stock or other equity-based compensation for non-employees is accounted for
under the fair value-based method as required by SFAS No. 123 and Emerging
Issues Task Force (EITF) Issue No. 96-18, Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services and other related interpretations. Under this
method, the equity-based instrument is valued at either the fair value of the
consideration received or the equity instrument issued on the date of grant.
The resulting compensation cost is recognized and charged to operations over
the service period, which is usually the vesting period.




ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

The following contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered
by the safe harbors created thereby. All forward-looking statements involve
risks and uncertainty. Although the Company believes that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate, and therefore, there can be no
assurance that the forward-looking statements included in this report will
prove to be accurate. The Companys actual results may differ materially from
the results anticipated in the forward-looking statements. See Quantitative
and Qualitative Disclosures about Market RiskCertain Factors that May Affect
Future Results included herein for a discussion of factors that could
contribute to such material differences. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will
be achieved. The Company disclaims any obligation to update or revise the
information provided in this report to reflect future events.

Overview

GlycoGenesys, Inc. (together with its subsidiaries, as the context requires,
the Company) is a biotechnology company developing novel drug candidates
primarily based on glycobiology. Our lead drug candidate GCS-100, a potential
treatment for multiple forms of cancer, completed a Phase II(a) clinical trial
for pancreatic cancer in April 2002 and completed a Phase II(a) clinical trial
for colorectal cancer in March 2001. We began a Phase I dose escalation trial
in February 2002 dosing in patients at up to 80mg/m2.

The Companys near-term objectives are to continue to proceed through the
various phases of United States Food and Drug Administration (FDA) clinical
trials for GCS-100 and to secure the necessary financial resources to conduct
such trials, either through repartnering with a large biotechnology or
pharmaceutical company or raising funds in the capital market or a combination
of both. In addition, the Company plans to sell or no longer pursue
development of its two agricultural products (Elexa, a registered trademark of
the Company and Bb447) by mid-2003.

The Companys business was founded in 1992 as IGG International, Inc. to pursue
carbohydrate-based pharmaceutical research for cancer therapeutics. In 1995,
the Company merged with Alvarada Inc., a publicly-traded corporation having no
active operations. In 1998 the Company changed its name to SafeScience, Inc.
and in October 2001 the Company changed its name to GlycoGenesys, Inc. The
Companys principal executive offices are located at 31 St. James Avenue, 8th
Floor, Boston, MA 02116 and the telephone number is (617) 422-0674. The
Companys home page is located on the worldwide web at
http://www.glycogenesys.com.

GlycoGenesys has three wholly-owned subsidiaries, International Gene Group,
Inc. (IGG), and SafeScience Products, Inc. (SafeScience Products) and
SafeScience Newco, Ltd. (SafeScience Newco).

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GlycoGenesys, along with IGG and SafeScience Newco, develops human
therapeutics, primarily GCS-100, which it exclusively licenses from Dr. David
Platt and Wayne State University and the Barbara Ann Karmanos Cancer Institute.
Historically, SafeScience Products, Inc. developed agriculture products and
developed, marketed, and distributed chemically safe consumer and commercial
products.

Critical Accounting Policies

Our significant accounting policies are described in the Notes to the
Consolidated Financial Statements included in our Annual Report on Form 10-K
for the year ended December 31, 2002. The accounting policies used in preparing
our interim consolidated financial statements for the three months ended March
31, 2003 are the same as those described in our Annual Report on Form 10-K.

The Companys critical accounting policies are those that are important to the
portrayal of the Companys financial condition and operating results and
require managements most difficult, subjective or complex judgments, often as
a result of the need to make estimates about the effect of matters that are
inherently uncertain. The Company believes that its most critical accounting
policy relates to the accounting for its accrued liabilities, specifically
clinical research organization costs. While the Company bases its judgments
and estimates on historical experience and other assumptions that management
believes are appropriate and reasonable under current circumstances, actual
results may differ from those estimates.

Accrued liabilities, specifically
clinical research organization costs The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amount of assets and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of expenses during the reported period. Specifically,
management must make estimates of costs incurred to date but not yet invoiced
in relation to external clinical research organization, or CRO, costs.
Management analyzes the progress of clinical trials, invoices received and
budgeted costs when evaluating the adequacy of the accrued liability.
Significant management judgments and estimates must be made and used in
connection with the accrued balance in any accounting period. Material
differences may result in the amount and timing of the accrued balance for any
period if management made different judgments or utilized different estimates.

Results of Operations: Three months ended March 31, 2003 versus March 31, 2002

We had a net loss before preferred stock dividends of $1,807,614 for the three
months ended March 31, 2003 versus $2,650,711 for the three months ended March
31, 2002. The net loss for the three months ended March 31, 2003 included no
amounts related to our equity in loss of SafeScience Newco, compared to
$931,010 related to our equity in loss of SafeScience Newco for the three
months ended March 31, 2002.

Research and Development Expenses Developing carbohydrate-based therapeutic
compounds is our primary business focus and to a lesser extent, we have
developed nontoxic agricultural products. Both areas are in the research and
development phase and explanations of the changes in both areas from
quarter-to-quarter are described in this section.

In July 2001, the Company transferred its rights to GCS-100 in the field of
oncology to SafeScience Newco in connection with the formation of a joint
venture with Elan. Costs related to GCS-100, incurred after the transfer to
SafeScience Newco, which were on behalf of SafeScience Newco, were expensed by
SafeScience Newco. These research and development costs were incurred either
by the Company or EIS on behalf of SafeScience Newco. The Company reported our
share of such expenses as a component of our equity in loss of SafeScience
Newco. Following the termination of the joint venture with Elan, on December
18, 2002, all expenses associated with the development of GCS-100 are recorded
in the line item Research and Development (R&D) in the Consolidated Statement
of Operations.

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Our research and development expenses for the three months ended March 31, 2003
and 2002 were reported in the following financial statement captions:

|                                      |                                     |   |                              |         |      |   |           |           | 
|------------------------------------- | ----------------------------------- | - | ---------------------------- | ------- | ---- | - | --------- | --------- | 
|                                      |                                     |   | Three Months Ended March 31,
|                                      |                                     |   |                             
|                                      |                                     |   | 2003                         |         | 2002
|                                      |                                     |   |                              |         |     
|GCS-100:                              |                                     |   |                              |         |      |   |           |          
|                                      | Equity in loss of SafeScience Newco |   | $                            |        |      |   | $         | 856,072   | 
|                                      | R&D                                 |   |                              | 771,984 |      |   |           | 949,433   | 
|                                      |                                     |   |                              |         |      |   |           |          
|                                      | Total GCS-100                       |   |                              | 771,984 |      |   |           | 1,805,505 | 
|Other Products  R&D                  |                                     |   | 69,443                       |         |      |   | 61,367    |          
|                                      |                                     |   |                              |         |      |   |           |          
|Total Research & Development expenses |                                     | $ | 841,427                      |         |      | $ | 1,866,872 |          
|                                      |                                     |   |                              |         |      |   |           |          

Total research and development expenses of $841,427 for the three months ended
March 31, 2003 decreased $1,025,445, or 55%, from $1,866,872 of expenses for
the three months ended March 31, 2002.

Total GCS-100 development expenses of $771,984 for the three months ended March
31, 2003 represent a decrease of $1,033,521, or 57%, from the $1,805,505 of
expenses for the three months ended March 31, 2002. This decrease is primarily
due to reductions in expenses of approximately (i) $795,000 in license fees
paid to Wayne State University and the Barbara Ann Karmanos Cancer Institute,
(ii) $271,000 in non-cash compensation related to warrants granted to Wayne
State University and the Barbara Ann Karmanos Cancer Institute as compensation
for a license, and (iii) $139,000 in GCS-100 production costs. These
reductions were partially offset by increases in GCS-100 development expenses
of $66,000, staffing-related expenses of $45,000 and analytical service
expenses of $42,000.

Research and development expenses for Elexa-4 and Bb-447, our agricultural
compounds, which consisted primarily of wages, consulting, registration and
license fees, increased approximately $8,000, or 13%, to approximately $69,400
for the three months ended March 31, 2003 from approximately $61,400 for the
three months ended March 31, 2002. The increase reflects increased payroll and
license fees, partially offset by reduced consulting expenses. The Company
plans to sell or may no longer pursue development of these agricultural
products by mid-2003.

We may seek to expand our drug compound pipeline under development. Any new
product candidates will either be developed jointly or licensed by us. The cost
related to the development of new product candidates is projected to be in the
range of $25,000-$75,000 during the next twelve months, but could vary
significantly based on the actual product candidates.

General and administrative expenses increased to $976,842 for the three months
ended March 31, 2003 from $735,852 for the three months ended March 31, 2002,
an increase of $240,990, or 33%. This increase is primarily attributable to
increased payroll-related costs of approximately $172,000, reduced expenses
charged to SafeScience Newco of $68,000 and increased D&O insurance costs of
approximately $46,000, partially offset by decreases in investor relation
expenses of $19,000, consulting expenses of $13,000 and travel expenses of
$11,000.

Interest income decreased to $9,317 for the three months ended March 31, 2003
from $27,823 for the three months ended March 31, 2002, a decrease of $18,506,
or 67%. This decrease is attributable to a reduction in cash available for
investment and lower rates of return on those investments.

Equity in loss of SafeScience Newco, Ltd. is attributable to the recognition of
80.1% of the losses of SafeScience Newco, Ltd. for the three months ended March
31, 2002. Substantially all of SafeScience Newcos expenses were related to
research and development.

Liquidity and Capital Resources

For the three months ended March 31, 2003, our operations utilized cash of
$1,644,210 primarily to fund our operating loss, partially offset by an
increase in accounts payable. We also invested $125,710 in purchases of
property and equipment. We intend to raise additional

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funds through sales of our securities and possibly through partnering
arrangements with pharmaceutical or mature biotechnology companies.

As of March 31, 2003, our accumulated deficit was $78,610,372 and as of May 14,
2003, our cash balances were $3,662,681.

On December 18, 2002, the Company and Elan terminated their joint venture,
SafeScience Newco, and the Company acquired Elans equity interest in
SafeScience Newco. From inception on July 10, 2001 through December 18, 2002,
Elan provided $7.3 million in research and development funding for GCS-100.
The Company will not receive any additional funding from Elan.

We believe that our existing funds will be sufficient to fund our operating
expenses and capital requirements into the fourth quarter of 2003 consistent
with prioritizing R&D expenditures. Since inception, we have funded our
operations primarily through the proceeds from the sale of equity securities;
however, there can be no assurance that additional equity financing will be
available.

Our future is dependent upon our ability to obtain financing to fund our
operations. As of May 15, 2003, we have not obtained commitments from any
existing or potential investors to provide additional financing. We expect to
incur substantial additional operating costs, including costs related to
ongoing research and development activities, preclinical studies and clinical
trials. To the extent that we are unable to raise additional capital on a
timely basis, management plans to prioritize research activities to conserve
cash. In the event additional financing is not obtained, we may be required to
significantly reduce or curtail operations.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are not exposed to significant market risk related to changes in currency
exchange rates as measured against the U.S. dollar. As of March 31, 2003, we
have evaluated our risk and determined that any exposure to currency exchange
is not significant to our overall consolidated financial results. There can be
no assurance that our exposure will remain at these levels, especially in the
event of significant and sudden fluctuations in the value of local currencies.
We do not use derivative financial instruments for speculative or trading
purposes.

Interest Rate Sensitivity

We maintain 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 March 31, 2003,
the fair value of the portfolio would change by an immaterial amount.

Certain Factors That May Affect Future Results

You should carefully consider the risks described below before making an
investment decision. If any of the following risks actually occur, our
business, financial condition or results of operations could be materially and
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.

WE HAVE EXPERIENCED SIGNIFICANT LOSSES THROUGHOUT OUR HISTORY, WE EXPECT THESE
LOSSES TO CONTINUE AND WE MAY NOT ACHIEVE PROFITABILITY IN THE FUTURE.

We began operations more than ten years ago and have not generated revenue
from human therapeutic products. We previously generated limited revenues from
the sale of consumer and commercial cleaning products, however, we discontinued
our consumer and commercial product business in early 2001. We do not expect to
generate product revenue for several years; if at all. We will not generate
funds unless we are able to sell our consumer and commercial and/or
agricultural business areas, or generate revenues through the receipt of
payments in connection with any potential licensing, marketing or other
partnering arrangement with other pharmaceutical or biotechnology companies, or
bringing to market pharmaceutical products. Excluding dividends accreted to
preferred stock, we have incurred approximately $78.6 million of losses since
our inception, including approximately $10.1 million for the year ended

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December 31, 2002 and approximately $1.8 million for the three months ended
March 31, 2003. Extensive losses can be expected to continue for the
foreseeable future.

We also expect to continue to incur significant operating expenses and
capital expenditures and anticipate that our expenses will increase
substantially in the foreseeable future as we:



| |  | conduct clinical trials;                                                        
|- |  | --------------------------------------------------------------------------------
| 
| |  | conduct research and development on existing and new product candidates;        
| 
| |  | make milestone and royalty payments;                                            
| 
| |  | seek regulatory approvals for our product candidates;                           
| 
| |  | commercialize our product candidates, if approved;                              
| 
| |  | hire additional clinical, scientific and management personnel;                  
| 
| |  | add operational, financial and management information systems and personnel; and
| 
| |  | identify and in-license additional compounds or product candidates.             

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FUNDING, WHICH COULD REDUCE OUR ABILITY
TO FUND, EXPAND OR CONTINUE OPERATIONS.

We believe that our existing funds will be sufficient to fund our
operating expenses and capital requirements into the fourth quarter of 2003
consistent with prioritizing R&D expenditures. We intend to raise additional
capital through the sale of equity securities.

Our future is dependent on our ability to obtain additional financing to
fund our operations. We expect to incur substantial additional operating costs,
including costs related to ongoing research and development activities,
preclinical studies and clinical trials. Additional equity financing may result
in dilution to our shareholders. At our current stock price or if the market
price of our common stock declines, some potential investors may either refuse
to offer us any financing or will offer financing at unacceptable rates or on
unfavorable terms. If we are unable to obtain financing necessary to fund our
operations, we may have to sell or liquidate GlycoGenesys or significantly
reduce or curtail our operations.

WE HAVE RECEIVED A GOING CONCERN OPINION FROM OUR INDEPENDENT AUDITORS.

Our consolidated financial statements have been prepared on the assumption
that we will continue as a going concern. Deloitte & Touche LLP issued a
report dated March 28, 2003 that includes an explanatory paragraph stating that
our recurring losses from operations, accumulated deficit of $76.8 million as
of December 31, 2002, and our expectation that we will incur substantial
additional operating costs, including costs related to ongoing research and
development activities, preclinical studies and clinical trials, among other
things, raise substantial doubt about our ability to continue as a going
concern.

OUR FUTURE PROSPECTS ARE HEAVILY DEPENDENT ON THE RESULTS OF GCS-100.

While we seek to increase our portfolio of potential products, currently
we are not developing a wide array of products. Most of our attention and
resources are directed to the development of GCS-100. If GCS-100 is ultimately
ineffective in treating cancer, does not receive the necessary regulatory
approvals or does not obtain commercial acceptance, we will be materially
adversely affected.

WE ARE DEPENDENT ON THE SUCCESSFUL OUTCOME OF CLINICAL TRIALS FOR GCS-100

GCS-100 is not currently approved for sale by the FDA or by any other
regulatory agency in the world, and GCS-100 may never receive approval for sale
or become commercially viable. Before obtaining regulatory approval for the
sale of GCS-100 or other product candidates, they must be subjected to
extensive preclinical and clinical testing to demonstrate safety and efficacy
for a particular indication for humans in addition to meeting other regulatory
standards. Our success will depend on the successful outcome of our clinical
trials.

There are a number of difficulties and risks associated with clinical trials.
The possibility exists that:



| |  | we may discover that GCS-100 or another product candidate may cause
harmful side effects;
|- |  | -----------------------------------------------------------------------------------------

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| |  | we may discover that GCS-100 or another product candidate does not
exhibit the expected therapeutic results in humans;                                   
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | results from early trials may not be statistically significant or
predictive of results that will be obtained from large-scale, advanced
clinical trials;
| 
| |  | we or the FDA may suspend the clinical trials of GCS-100 or another
product candidate;                                                                   
| 
| |  | patient recruitment may be slower than expected; and                                                                                                     
| 
| |  | patients may drop out of our clinical trials.                                                                                                            

Given the uncertainty surrounding the regulatory and clinical trial
process, we may not be able to develop safety and efficacy data necessary for
approval. In addition, even if we receive approval, such approval may be
limited in scope and hurt the commercial viability of such product. If we are
unable to successfully obtain approval of and commercialize any product
candidate, this would materially harm our business, impair our ability to
generate revenues and adversely impact our stock price.

OUR ABILITY TO DEVELOP GCS-100 MAY BE HARMED IF WE ARE UNABLE TO FIND A NEW
DEVELOPMENT PARTNER.

On December 18, 2002, we and EIS mutually terminated our joint venture and
we acquired all outstanding capital stock of SafeScience Newco. SafeScience
Newco received a total of approximately $7.3 million of research funds over the
course of our joint venture with EIS. We must either fund the development of
GCS-100 ourselves or replace EIS with a new development partner. If we are
unable to find a partner to replace EIS, our ability to develop and
commercialize GCS-100, and our prospects as a whole, could be materially
harmed.

OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY OR OUR INFRINGEMENT ON THE
PROPERTY RIGHTS OF OTHERS MAY IMPEDE OUR ABILITY TO OPERATE FREELY.

We rely significantly upon proprietary technology and protect our
intellectual property through patents, copyrights, trademarks and contractual
agreements as appropriate. We own or exclusively license 11 issued U.S. patents
having expiration dates ranging from 2013 to 2018. Four of these 11 issued
patents relate to GCS-100. We own or exclusively license five foreign patents
having expiration dates ranging from 2016 to 2017. Four of these five foreign
patents relate to GCS-100. We own or exclusively license 12 pending U.S. patent
applications, of which eight relate to GCS-100 and 27 pending foreign patent
applications, of which 17 relate to GCS-100. As we develop GCS-100, we may
discover more about its characteristics and manufacturing which will require
additional patent prosecution. Thus, we continually evaluate our technology to
determine whether to make further patent filings.

To the extent aspects of our technology may be unpatentable, we may
determine to maintain such technology as trade secrets or we may protect such
unpatented technology by contractual agreements. Our unpatented technology or
similar technology could be independently developed by others. In addition, the
contractual agreements by which we protect our unpatented technology and trade
secrets may be breached. If technology similar to ours is independently
developed or our contractual agreements are breached, our technology will be
less valuable and our business will be harmed.

There is always a risk that issued patents may be subsequently
invalidated, either in whole or in part, and this could diminish or extinguish
our patent protection for key elements of our technology. We are not involved
in any such litigation or proceedings, nor are we aware of any basis for such
litigation or proceedings. The patents we exclusively license from Wayne State
University and the Karmanos Cancer Institute and the patent application we
exclusively license from Dr. David Platt could become subject to a proceeding
at the U.S. Patent and Trademark Office to determine priority between them. We
cannot be certain as to the scope of patent protection, if any, which may be
granted on our patent applications.

Our potential products or business activities could be determined to
infringe intellectual rights of third parties despite our issued patents. Any
claims against us or any purchaser or user of our potential products, including
GCS-100, asserting that such product or process infringes intellectual property
rights of third parties, if determined adversely to us could have a material
effect on our business, financial condition or future operations. Any asserted
claims of infringement, with or without merit, could be time consuming, result
in costly litigation, divert the efforts of our technical and management
personnel, or require us to enter into royalty or licensing agreements, any of
which could materially adversely affect

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our operating results. Such royalty or licensing agreements, if required, may
not be available on terms acceptable to us, if at all. In the event a claim is
successful against us and we cannot obtain a license to the relevant technology
on acceptable terms, license a substitute technology or redesign our products
to avoid infringement, our business, financial condition and operating results
would be materially adversely affected.

WE DEPEND ON TECHNOLOGY LICENSED TO US BY THIRD PARTIES AND IF WE ARE UNABLE TO
CONTINUE LICENSING THIS TECHNOLOGY OUR FUTURE PROSPECTS MAY BE MATERIALLY
ADVERSELY AFFECTED.

We license technology, including GCS-100, from third parties. We
anticipate that we will continue to license technology from third parties in
the future. To maintain our license with Wayne State University and the
Karmanos Cancer Institute we must, among other things, pay Wayne State
University and the Karmanos Cancer Institute 2% royalties on product sales and
up to $3 million in milestone payments and receive FDA or equivalent agency
approval to sell GCS-100 by January 1, 2006. To maintain our license with Dr.
Platt we must pay an annual license fee equal to the greater of $50,000 or 2%
of product sales.

The technology we license from third parties would be difficult to
replace. The loss of any of these technology licenses would result in delays
in the development of our products until equivalent technology, if available,
is identified, licensed and integrated and could materially adversely affect
our future prospects. The use of replacement technology from other third
parties would require us to enter into license agreements with these third
parties, which could result in higher royalty payments and a loss of product
differentiation.

WE EXPECT TO REMAIN DEPENDENT ON THIRD PARTIES FOR RESEARCH AND DEVELOPMENT
ACTIVITIES NECESSARY TO COMMERCIALIZE OUR PRODUCTS.

We do not maintain our own laboratories; however, we employ four full-time
scientific personnel and utilize the services of several scientific
consultants. We do utilize laboratory space, which we rent on a short-term
basis. However, we contract out most of our research and development
operations for GCS-100, utilizing third-party contract manufacturers such as
Hollister-Stier Laboratories LLC to manufacture GCS-100, Incell Corporation,
LLC and TGA Sciences, Inc. for assay development and third-party contract
research organizations, such as Beardsworth Consulting Group, Inc. to perform
pre-clinical and/or clinical studies in accordance with our designed protocols,
as well as sponsoring research at medical and academic centers, such as the
University of Arizona and St. Bartholomews and the Royal London School of
Medicine. In addition, we employ several consultants to oversee various aspects
of our protocol design, clinical trial oversight and other research and
development functions.

Because we rely on third parties for much of our research and development
work, we have less direct control over our research and development. We face
risks that these third parties may not be appropriately responsive to our
timeframes and development needs and could devote resources to other customers.

IF OUR AGRICULTURE PRODUCTS ARE NOT ACCEPTED BY THE AGRICULTURAL COMMUNITY OR
IF WE ARE UNABLE TO FIND A PURCHASER OF THE AGRICULTURAL AREA OF OUR BUSINESS,
THIS PORTION OF OUR BUSINESS WILL SUFFER.

Our focus is primarily pharmaceuticals and to a much lesser extent
agricultural products. We intend to either sell or curtail development of our
agricultural products by mid-2003. If we sell our agricultural products, we
would seek to receive royalties on future sales of such products. Commercial
sales of our proposed agricultural products will substantially depend upon the
products efficacy and on their acceptance by the agricultural community. For
example, Elexa works by a different mode of action than current fungicides
because it increases a plants natural resistance to disease instead of killing
the fungus directly. Widespread acceptance of Elexa in the agricultural field
will require educating the agricultural community as to the benefits and
reliability of Elexa. Our proposed products may not be accepted, and, even if
accepted, we are unable to estimate the length of time it would take for a
purchaser of our agriculture business to gain such acceptance.

16



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IF THE THIRD PARTIES WE RELY ON FOR MANUFACTURING OUR PRODUCTS ARE UNABLE TO
PRODUCE THE NECESSARY AMOUNTS OF OUR PRODUCTS, DO NOT MEET OUR QUALITY NEEDS OR
TERMINATE THEIR RELATIONSHIPS WITH US, OUR BUSINESS WILL SUFFER.

We do not presently have our own manufacturing operations, nor do we
intend to establish any unless and until, in the opinion of management, the
size and scope of our business so warrants. While we have established a
manufacturing relationship with Hollister-Stier Laboratories LLC to provide us
with GCS-100 that we believe will provide the capability to meet our
anticipated requirements for the foreseeable future, we have not entered into
any long-term arrangements for manufacturing and such arrangements may not be
obtained on desirable terms. For the foreseeable future, we will be dependent
upon third parties to manufacture our products.

Our reliance on independent manufacturers involves a number of risks,
including the absence of adequate capacity, the unavailability of, or
interruptions in, access to necessary manufacturing processes and reduced
control over delivery schedules. Third-party manufacturers may not comply with
FDA regulations, or other regulatory requirements relating to the manufacturing
of our products, including compliance with good manufacturing practice, or GMP.
We do not have control over, other than through contract, third-party
manufacturers compliance with these regulations and standards. If our
manufacturers are unable or unwilling to continue manufacturing our products in
required volumes, we will have to identify acceptable alternative
manufacturers. If we need to change manufacturers, the FDA and corresponding
foreign regulatory agencies must approve these manufacturers in advance, which
will involve testing and additional inspections to ensure compliance with FDA
regulations and standards. The use of a new manufacturer may cause significant
expense and interruptions in supply if the new manufacturer has difficulty
manufacturing products to our specifications. Further, the introduction of a
new manufacturer may increase the variation in the quality of our products.

MANY OF OUR COMPETITORS HAVE SUBSTANTIALLY GREATER RESOURCES THAN WE DO AND MAY
BE ABLE TO DEVELOP AND COMMERCIALIZE PRODUCTS THAT MAKE OUR POTENTIAL PRODUCTS
OBSOLETE OR NON-COMPETITIVE.

A biotechnology company such as ours must keep pace with rapid
technological change and faces intense competition. We compete with
biotechnology and pharmaceutical companies for funding, access to new
technology, research personnel and in product research and development. Many of
these companies have greater financial resources and more experience than we do
in developing drugs, obtaining regulatory approvals, manufacturing and
marketing. We also face competition from academic and research institutions and
government agencies pursuing alternatives to our products and technologies. We
expect that our products under development, including GCS-100, will face
intense competition from existing or future drugs. In addition, our product
candidates may face increasing competition from generic formulations or
existing drugs whose active components are no longer covered by patents.

According to industry surveys, there are over 400 new drug candidates in
development to treat various types of cancer, many of them for multiple
indications. This research is being conducted by 170 pharmaceutical and
biotechnology companies and the National Cancer Institute. We have completed
two Phase I clinical trials, the first enrolled late stage patients with
differing types of cancer (all comers) and the second enrolled patients with
late stage prostate cancer. We also conducted two Phase II(a) clinical trials,
one in patients with refractory or relapsing pancreatic cancer and the other in
refractory or relapsing colorectal cancer. In addition, we have completed
patient enrollment in a dose escalation Phase I trial in which 12 patients were
dosed at up to 80 mg/m2 twice a week.

In the two cancer types in which we have conducted Phase II(a) clinical
trials, pancreatic and colorectal, there are many drugs being developed. We
believe, based on industry studies there are, including GCS-100, approximately
18 drugs in Phase I, 37 drugs in Phase II, 9 drugs in Phase III or
pre-registration for treatment of pancreatic cancer. In addition, GCS-100, if
it receives FDA approval for pancreatic cancer, will face competition from
existing drugs approved or used to treat pancreatic cancer. These drugs are
fluorouracil (5-FU), Eli Lillys gemcitabine (Gemzar) and Supergens
Mitozytrex. Combination studies utilizing new drug candidates and Gemzar are
ongoing and combination therapies of new drug candidates and Gemzar may present
future competition.

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We believe, based on industry studies, there are, including GCS-100,
approximately 36 drugs in Phase I, 64 drugs in Phase II, and 9 drugs in Phase
III development for treatment of colorectal cancer. In addition, GCS-100, if
it receives FDA approval for colorectal cancer, will face competition from
existing drugs approved or used to treat colorectal cancer. These drugs
include Roche Pharmaceuticals capecitabine (Xeloda), flourouracil (Adrucil or
5-FU), leucovorin, in combination with 5-FU, Janssens levamisole (Ergamisol)
in combination with 5-FU and Pharmacias irinotecan (Camptosar).

Our competitors may:



| |  | successfully identify drug candidates or develop products earlier than we do;                       
|- |  | ----------------------------------------------------------------------------------------------------
| 
| |  | obtain approvals from the FDA or foreign regulatory bodies more rapidly
than we do;                 
| 
| |  | develop products that are more effective, have fewer side effects or
cost less than our products; or
| 
| |  | successfully market products that may compete with our product
candidates.                          

The success of our competitors in any of these efforts would adversely
affect our ability to develop, commercialize and market our product candidates.

OUR BUSINESSES ARE SUBJECT TO SIGNIFICANT GOVERNMENT REGULATION AND FAILURE TO
ACHIEVE REGULATORY APPROVAL OF OUR PRODUCTS WOULD SEVERELY HARM OUR BUSINESS.

The FDA regulates the development, testing, manufacture, distribution,
labeling and promotion of pharmaceutical products in the United States pursuant
to the Federal Food, Drug, and Cosmetic Act and related regulations. We must
receive premarket approval by the FDA prior to any commercial sale of our
pharmaceutical products. Before receiving such approval we must provide proof
in human clinical trials of the nontoxicity, safety and efficacy of our
pharmaceutical products, which trials can take several years. Premarket
approval is a lengthy and expensive process. We may not be able to obtain FDA
approval for any commercial sale of our products. By statute and regulation,
the FDA has 180 days to review an application for approval to market a
pharmaceutical product; however, the FDA frequently exceeds the 180-day time
period, at times taking up to 18 months. In addition, based on its review, the
FDA may determine that additional clinical trials are required. Except for any
potential licensing or marketing arrangements with other pharmaceutical or
biotechnology companies, we will not generate any revenues in connection with
our pharmaceutical products unless and until we obtain FDA approval to sell our
products in commercial quantities for human application.

The investigation, manufacture and sale of agricultural products are
subject to regulation by the EPA, including the need for approval before
marketing, and by comparable foreign and state agencies. Our agricultural
products will be able to be commercially marketed for use either in the United
States or other countries only by first obtaining the necessary approvals.
While we hope to obtain all regulatory approvals for our proposed products, we
may not obtain these approvals on a timely basis, if at all. We have received
approval from the EPA, California and other states for Elexa 4%. In addition,
Bb447 has received conditional approval from the EPA.

REIMBURSEMENT PROCEDURES AND FUTURE HEALTHCARE REFORM MEASURES ARE UNCERTAIN
AND MAY ADVERSELY IMPACT OUR ABILITY TO SUCCESSFULLY SELL OR LICENSE ANY
PHARMACEUTICAL PRODUCT.

Our ability to successfully sell or license any pharmaceutical product
will depend in part on the extent to which government health administration
authorities, private health insurers and other organizations will reimburse
patients or providers for the costs of our future pharmaceutical products and
related treatments. In the United States, government and other third-party
payers have sought to contain healthcare costs by limiting both coverage and
the level of reimbursement for new pharmaceutical products approved for
marketing by the FDA. In some cases, these payers may refuse to provide any
coverage for uses of approved products to treat medical conditions even though
the FDA has granted marketing approval. Healthcare reform may increase these
cost containment efforts. We believe that managed care organizations may seek
to restrict the use of new products, delay authorization to use new products or
limit coverage and the level of reimbursement for new products.
Internationally, where national

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healthcare systems are prevalent, little if any funding may be available for
new products, and cost containment and cost reduction efforts can be more
pronounced than in the United States.

IF WE ARE UNABLE TO ENTER INTO AGREEMENTS WITH THIRD PARTIES TO PROVIDE SALES,
MARKETING AND DISTRIBUTION CAPABILITIES, OR TO CREATE THESE FUNCTIONS
OURSELVES, WE WILL NOT BE ABLE TO COMMERCIALIZE OUR PRODUCT CANDIDATES.

We do not have any sales, marketing or distribution capabilities. In
order to commercialize GCS-100 or other product candidates, if any are
approved, we must either make arrangements with third parties to provide sales,
marketing and distribution capabilities or acquire or internally develop these
functions ourselves. If we obtain FDA approval for GCS-100 or other product
candidates, we intend to rely on relationships with one or more pharmaceutical
companies or other third parties with established distribution systems and
direct sales forces to market GCS-100 or other product candidates. If we
decide to market any of our product candidates directly, we must either acquire
or internally develop a marketing and sales force with technical expertise and
with supporting distribution capabilities. The acquisition or development of a
sales and distribution infrastructure would require substantial resources,
which may divert the attention of our management and key personnel, and
negatively impact our product development efforts. Moreover, we may not be
able to establish in-house sales and distribution capabilities or relationships
with third parties. To the extent we enter into co-promotion or other
licensing agreements, our product revenues are likely to be lower than if we
directly marketed and sold our product candidates, and any revenue we receive
will depend upon the efforts of third parties, which may not be successful.

OUR GROWTH MAY BE LIMITED IF WE ARE UNABLE TO RETAIN AND HIRE ADDITIONAL
QUALIFIED PERSONNEL AS NECESSARY.

Our success will depend on our ability to retain key employees and our
continuing ability to attract and retain highly qualified scientific, technical
and managerial personnel. Under our current clinical trial and business plan,
we may add up to an additional 30 employees over the course of the next two
years, primarily technical or scientific personnel, as needs develop.
Competition for such personnel is intense and we may not be able to retain
existing personnel or attract qualified employees in the future. Our current
financial position, limited drug pipeline and small size make it more difficult
to compete for such personnel against larger, more diversified companies. At
present, we employ 13 full-time employees and one part-time worker. We depend
upon the personal efforts and abilities of our officers and directors,
including Bradley J. Carver, our President, CEO and Interim Chairman of the
Board and John W. Burns, our Senior Vice President, Chief Financial Officer and
a director and would be materially adversely affected if their services ceased
to be available for any reason and comparable replacement personnel were not
employed.

THE BUSINESSES IN WHICH WE ENGAGE HAVE A RISK OF PRODUCT LIABILITY, AND IN THE
EVENT OF A SUIT AGAINST US, OUR BUSINESS COULD BE SEVERELY HARMED.

The testing, marketing and sale of pharmaceutical and agricultural
products entails a risk of product liability claims by patients and others.
While we currently maintain product liability insurance, such insurance may not
be available at reasonable cost and in the event of a significant adverse event
with a patient or customer such insurance would likely be insufficient to cover
the full amount of the liability incurred. In the event of a successful suit
against us, payments and damage to our reputation could have a material adverse
effect on our business and financial condition. Even if such a suit is
unsuccessful, our reputation could be damaged and litigation costs and
expenditures of management time on such matters could adversely affect our
business and financial condition.

WE ARE CONTRACTUALLY OBLIGATED TO ISSUE SHARES IN THE FUTURE, INCLUDING SHARES
TO BE ISSUED UPON THE CONVERSION OF OUTSTANDING PREFERRED STOCK AND WARRANTS
HELD BY EIS, WHICH WILL CAUSE DILUTION OF YOUR INTEREST IN US.

As of April 30, 2003, there were outstanding options to purchase 1,761,115
shares of common stock, at a weighted average exercise price of $2.22 per share
and warrants to purchase 11,205,524 shares of common stock at a weighted
average exercise price of $2.26 per share. Moreover, we may in the future issue
additional shares to raise capital, acquire other companies or technologies, to
pay for services, or for other corporate purposes. Any such issuances will have
the effect of further diluting the interest of shareholders.

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In July 2001, in connection with a business venture and financing
transaction, we issued to EIS 1,116.79 shares of our Series C convertible
non-voting preferred stock, 4,944.44 shares of our Series A convertible
non-voting preferred stock and a warrant to purchase 381,679 shares of our
common stock. Between the formation of the joint venture with EIS and its
termination in December 2002, we sold 3,471.14862 shares of our Series B
convertible non-voting preferred stock to EIS. In addition, in December 2002,
we issued 1,209.07035 shares of Series A preferred stock to EIS in exchange for
the cancellation of mandatory dividends and the redemption feature. Each share
of our Series A preferred stock and Series C preferred stock is convertible
after July 10, 2003 into 1,000 shares of our common stock, subject to
anti-dilution adjustments. Each share of our Series B preferred stock is
presently convertible after December 31, 2003 into 1,000 shares of our common
stock, subject to anti-dilution adjustments. The Series B preferred stock bears
a 7% dividend payable in Series B preferred stock, which compounds annually. In
January 2002, we sold to EIS warrants to purchase a total of 597,205 shares of
common stock in connection with a private placement. Accordingly, a total of
11,720,333 shares of our common stock could be issued to EIS, assuming the
exercise of the warrants and the conversion into common stock of all shares of
Series A, Series B and Series C preferred stock currently outstanding, but not
including any dividends to be issued on the Series B preferred stock. This
amount of shares represents 31.4% of our currently outstanding common stock.
Pursuant to provisions in our agreement with EIS, if the exercise or conversion
of any of our securities held by EIS would result in EIS owning more than 9.9%
of our common stock at any time EIS may opt to receive non-voting securities
instead of common stock.

WE MUST COMPLY WITH THE LISTING REQUIREMENTS OF THE NASDAQ SMALLCAP MARKET OR
OUR COMMON STOCK MAY BE DELISTED AND THE LIQUIDITY OF AN INVESTMENT IN OUR
SECURITIES WOULD DECREASE.

Our common stock could be delisted from The Nasdaq SmallCap Market for the
following reasons, among others:



| |  | if the bid price of our common stock falls below $1.00 per share for
thirty (30) consecutive business days;                                           
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | if our market capitalization falls below $35 million and we have less
than
$2,500,000 in stockholders equity; or                                     
| 
| |  | if the value of our common stock held by our stockholders (other than
our
directors, executive officers and 10% stockholders) is less than
$1,000,000.

There are other quantitative and qualitative criteria of the Nasdaq
SmallCap Market which if violated could lead to delisting of our common stock.

We may not be able to maintain our compliance with Nasdaq continued
listing requirements in the future. The closing bid price of our common stock
has been below $1.00 since June 10, 2002. On July 23, 2002, we received a
letter from Nasdaq that the bid price of our common stock had been below $1.00
for 30 consecutive business days and that we had a 180-day grace period, to
January 21, 2003, to achieve a bid price of at least $1.00 for a period of 10
consecutive business days or face delisting. In January 2003, under a program
implemented on a pilot basis, Nasdaq granted us an additional 180 day grace
period ending July 18, 2003 to correct our minimum bid price deficiency because
we had in excess of $5,000,000 in stockholders equity. If we have in excess of
$5,000,000 in stockholders equity on July 18, 2003, we can seek an additional
180 day grace period. Our stockholders equity was approximately $4.2 million
as of March 31, 2003. In light of the declines in our stock price, our market
capitalization has been below $35 million since July 1, 2002.

If Nasdaq delisted our common stock, we would likely seek to list our
common stock for quotation on a regional stock exchange. However, if we were
unable to obtain listing or quotation on such market or exchange, trading of
our common stock would occur in the over-the-counter market on an electronic
bulletin board for unlisted securities or in what are commonly known as the
pink sheet. In addition, delisting from Nasdaq and failure to obtain listing
or quotation on such market or exchange would subject our common stock to
so-called penny stock rules. These rules impose additional sales practice and
market making requirements on broker-dealers who sell and/or make a market in
such securities, such as disclosing offer and bid prices and compensation
received from a trade to a purchaser and sending monthly account statements to
purchasers. Consequently, broker-dealers may be less willing or able to sell
and/or make a market in our common stock. These rules also require that
purchasers be

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accredited investors, which would reduce the number of investors who could
purchase our shares. Additionally, an investor would find it more difficult to
dispose of, or to obtain accurate quotations for the price of, our common
stock. As a result of delisting, it may become more difficult for us to raise
funds through the sale of our securities.

OUR STOCK PRICE COULD DECLINE IF A SIGNIFICANT NUMBER OF SHARES BECOME
AVAILABLE FOR SALE.

As of April 30, 2003, approximately 22,354,934 shares of common stock
presently issued and outstanding are Restricted Securities as that term is
defined in Rule 144 promulgated under the Act. In general, a person (or persons
whose shares are aggregated) who has satisfied a one year holding period may
sell, within any three month period, an amount of restricted securities which
does not exceed the greater of 1% of the then outstanding shares of common
stock or the average weekly trading volume during the four calendar weeks prior
to such sale. Persons who are not affiliates of GlycoGenesys and who have
beneficially owned the shares for a minimum period of two years can sell
restricted securities, under certain circumstances, without any quantity
limitation. The sale of these restricted shares including restricted shares
that may be sold pursuant to our seven effective registration statements, shall
increase the number of free-trading shares and may have a depressive effect on
the price of our securities. Moreover, such sales, if substantial, might also
adversely affect our ability to raise additional equity capital.

BECAUSE OUR MANAGEMENT COULD CONTROL A SIGNIFICANT PERCENTAGE OF OUR COMMON
STOCK, THEY COULD EXERCISE SUBSTANTIAL CONTROL OVER US.

The holders of the common stock do not have cumulative voting rights. Our
directors, two of whom are executive officers of GlycoGenesys, own
approximately 7.2% collectively of our currently outstanding shares of common
stock. One of the conditions of the transactions between us, Elan and EIS
required that we expand our board of directors at our 2002 annual stockholders
meeting at which time EIS could appoint one director. EIS decided not to
appoint a director at our 2002 annual stockholders meeting but may choose to
do so in the future as long as they own at least 10% of our common stock
(assuming exercise or conversion of convertible or exercisable securities held
by EIS). If EIS appoints a director, members of the board of directors and
their affiliates would own approximately 16.0% of our currently outstanding
common stock, assuming EIS has not converted or exercised any of our securities
held by it, and the same number of shares are outstanding at such time as are
currently outstanding. If EIS and our directors were to have converted or
exercised all of our securities held by them, the members of our board of
directors and their affiliates would own approximately 36.6% of the outstanding
common stock, assuming the number of shares outstanding at such time equals the
number of shares currently outstanding plus the number of shares issued on
exercise or conversion of securities held by EIS and our directors. This
concentration of ownership would allow these stockholders to substantially
influence all matters requiring stockholder approval and could have the effect
of delaying or preventing a change in control or otherwise discouraging a
potential acquirer from attempting to obtain control of us, which in turn could
materially adversely affect our stock price.

THE PRICE OF OUR COMMON STOCK HAS BEEN VOLATILE, WHICH COULD RESULT IN
SUBSTANTIAL LOSSES BY YOU.

The market price of our common stock, which is traded on the National
Association of Securities Dealers Automated Quotation (NASDAQSmall Cap) has
been, and may continue to be, highly volatile. During the twelve months ending
April 30, 2003, our common stock has traded at prices ranging from $0.18 to
$1.50 per share. Factors such as announcements of clinical trial results,
financings, technological innovations or new products, either by us or by our
competitors or third parties, as well as market conditions within the
biotechnology and pharmaceutical industries, may have a significant impact on
the market price of our common stock.

In addition, the stock market has from time to time, and especially in the
last few years, experienced extreme price and volume fluctuations, particularly
in the biotechnology sector, which have often been unrelated to the operating
performance of particular companies. Current market conditions are particularly
unstable and there is a large degree of uncertainty at this time. In general,
biotechnology stocks tend to be volatile even during periods of relative market
stability because of the high rates of failure and substantial funding
requirements associated with biotechnology companies. Market conditions and
conditions of the biotechnology sector could negatively impact the price of our
common stock.

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ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: Our Chief Executive Officer
and Chief Financial Officer, after evaluating the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c)
and 15d-14(c)) as of a date within 90 days before the filing of this Form 10-Q,
have concluded that our disclosure controls and procedures were adequate and
effective to ensure that material information relating to GlycoGenesys, Inc.,
including its consolidated subsidiaries, was made known to them by others
within those entities, particularly during the period in which this Form 10-Q
was being prepared.

Changes in Internal Controls: There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, nor were there any
significant deficiencies or material weaknesses in our internal controls.
Accordingly, no corrective actions were required or undertaken.




PART II-OTHER INFORMATION




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)  Set forth below is information regarding the sale of unregistered shares
of equity securities sold by the Company during the three months ended March
31, 2003.

On March 21, 2003, the Company issued 16,500 shares of Common Stock for the
exercise of warrants by an accredited investor for a total of $165. These
securities were sold in reliance upon the exemption from registration pursuant
to Section 4(2) under the Securities Act of 1933, as amended.




ITEM 6. EXHIBITS AND REPORT ON FORM 8-K.

(a)  Exhibits

99.1        Section 906 Certification

(b)  Reports on Form 8-K.



|1) |  | Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 14, 2003 reporting the filing, for informational
purposes only, of an unaudited pro forma balance sheet as of November 30,
2002 and an unaudited pro forma statement of operations for the year ended
December 31, 2001 and the eleven months ended November 30, 2002 to reflect
the termination of the Companys joint venture with Elan.                                                                                                                                                                                                                                                           
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 3, 2003 reporting (i) the issuance of a press release
regarding the addition of Dr. Daniel Von Hoff to the Company Scientific
Advisory Board and the acceptance of the position of Chairman of the
Scientific Advisory Board by Dr. Bruce Zetter, (ii) the issuance of a
press release regarding the replacement of Brian Hughes as Chairman of the
Companys Board of Directors by Bradley Carver and the resignation of Mr.
Hughes from the Board of Directors and (iii) a summary of the reasons Mr.
Hughes stated for his resignation as well as the Companys response to Mr.
Hughes resignation.

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SIGNATURES

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.

Dated this 15th day of May 2003.



GLYCOGENESYS, INC.
(the Registrant)

| |  |                                                                            
| |  | ---------------------------------------------------------------------------
| |  | /s/ Bradley J. Carver                                                      
| |  |                                                                            
| |  | Bradley J. Carver, Chief Executive Officer President and Treasurer         
| |  |                                                                            
| |  | /s/ John W. Burns                                                          
| |  |                                                                            
| |  | John W. Burns, Senior Vice President,
Chief Financial Officer and Secretary
| |  |                                                                            
| |  | /s/ Patrick J. Joyce                                                       
| |  |                                                                            
| |  | Patrick J. Joyce, Principal Accounting
Officer                             

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Section 302 Certification

I, Bradley J. Carver, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of GlycoGenesys, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

|                                                                                                                 |  | 
|---------------------------------------------------------------------------------------------------------------- |  | 
|By: /s/ Bradley J. Carver

Bradley J. Carver
Chief Executive Officer and President (Principal Executive Officer) |  | 

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Section 302 Certification

I, John W. Burns, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of GlycoGenesys, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

|                                                                                                                     |  | 
|-------------------------------------------------------------------------------------------------------------------- |  | 
|By: /s/ John W. Burns

John W. Burns
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |  | 

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