<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                   ------------------------------------------
                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the quarterly period ended March 31, 2002.

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from:  ______________ to ________________

                   ------------------------------------------
                        Commission file number 0 - 26476
                   ------------------------------------------

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

             NEVADA                                       33-0231238
  (State or other jurisdiction of                       (IRS Employer
   incorporation or organization)                     Identification no.)

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

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

The financial statements contained in this Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002 have not been reviewed by an independent public
accountant as required by Rule 10-01(d) of Regulation S-X because the Company
elected not to have Arthur Andersen LLP review such financial statements in
reliance on Securities and Exchange Release No. 34-45589. Please see additional
information regarding the Company's financial statements for the quarter ended
March 31, 2002 beginning on page 3 hereof.

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 [_]

The number of shares outstanding of the Registrant's common stock, $.01 par
value per share, at May 20, 2002 was 37,070,711 shares.

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

                                      INDEX

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Part I - Financial Information

   Item 1.  Financial Statements

            Consolidated Balance Sheets as of March 31, 2002
              and December 31, 2001 (Unaudited) .....................      3

            Consolidated Statements of Operations
              for the Three Months Ended March 31, 2002
              and 2001 (Unaudited) ..................................      5

            Consolidated Statements of Cash Flows
              for the Three months ended March 31, 2002
              and 2001 (Unaudited) ..................................      6

            Notes to Unaudited Consolidated Financial Statements ....   7-20

   Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations .........  21-38

Part II - Other Information

   Item 2.  Changes in Securities ...................................     38

   Item 6.  Exhibits and Report on Form 8-K .........................     38

Signatures ..........................................................     39
</TABLE>

This Quarterly Report on Form 10-Q contains financial statements for the quarter
ended March 31, 2002 which have not been reviewed by an independent public
accountant as required by Rule 10-01(d) of Regulation S-X because the Company
elected not to have Arthur Andersen LLP review such financial statements in
reliance on Securities and Exchange Release No. 34-45589. The Company intends to
have its financial statements for the quarter ended March 31, 2002 reviewed by
Deloitte & Touche LLP as soon as practicable following the date hereof and, if
such review results in a change to the financial statements contained in this
Quarterly Report on Form 10-Q, the Company will file an amendment to this
Quarterly Report to file such revised financial statements, including a
discussion of any material changes from the unreviewed financial statements
originally filed.

                                                                          Page 2

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                   (Unaudited)
                                     ------



<TABLE>
<CAPTION>
                                                                                                   March 31,            December 31,
                                                                                                     2002                   2001
                                                                                                  ------------         ------------
<S>                                                                                               <C>                  <C>
Current assets:
    Cash and cash equivalents                                                                     $ 10,173,834         $  7,977,910
    Due from SafeScience Newco, Ltd.                                                                   383,468              177,646
    Prepaid expenses and other current assets                                                          224,376              271,899
                                                                                                  ------------         ------------
      Total current assets                                                                          10,781,678            8,427,455
                                                                                                  ------------         ------------
Property and equipment, at cost:
    Computer, office and laboratory equipment                                                          475,217              469,253
    Furniture and fixtures                                                                             289,958              284,748
    Motor vehicles                                                                                      25,026               25,026
                                                                                                  ------------         ------------
                                                                                                       790,201              779,027
       Less-accumulated depreciation                                                                  (468,356)            (437,844)
                                                                                                  ------------         ------------
                                                                                                       321,845              341,183
                                                                                                  ------------         ------------
Other assets:
    Restricted cash                                                                                    108,128              108,128
    Deposits                                                                                            81,704               79,831
                                                                                                  ------------         ------------
      Total other assets                                                                               189,832              187,959
                                                                                                  ------------         ------------
      Total assets                                                                                $ 11,293,355         $  8,956,597
                                                                                                  ============         ============
</TABLE>

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

                                                                          Page 3

<PAGE>
                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)
                           CONSOLIDATED BALANCE SHEETS


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                                   March 31,            December 31,
                                                                                                     2002                   2001
                                                                                                  ------------         ------------
<S>                                                                                               <C>                  <C>

Current liabilities:
    Accounts payable                                                                              $    913,010         $  1,094,872
    Accrued liabilities                                                                              1,052,934            1,370,364
    Net liabilities of discontinued operations                                                         304,551              326,780
                                                                                                  ------------         ------------
      Total current liabilities                                                                      2,270,495            2,792,016
                                                                                                  ------------         ------------
Other equity:
    Preferred stock, $.01 par value
     Authorized -5,000,000 shares
      Series A convertible, exchangeable preferred stock, 7,500 authorized;
       4,944.44 issued and outstanding as of March 31, 2002 and December 31, 2001
       (liquidation value $12,633,633 and $12,419,273, respectively)                                12,633,633           12,419,273
      Series B convertible preferred stock, 6,000 authorized;
       862.71 shares issued and outstanding as of March 31, 2002 and
       December 31, 2001 (liquidation value $1,491,915
        and $1,466,601, respectively)                                                                1,366,538            1,341,224
      Series C convertible preferred stock, 1,117 authorized;
       1,116.79 shares issued and outstanding as of March
       31, 2002 and December 31, 2001                                                                1,331,330            1,331,330
                                                                                                  ------------         ------------
       Total other equity (Notes 2d and 7)                                                          15,331,501           15,091,827
                                                                                                  ------------         ------------

Commitments and contingencies (Note 5)

Stockholders' equity (deficit):
    Common stock, $.01 par value
    Authorized -100,000,000 shares
    Issued and outstanding - 36,941,219 and 33,568,952
      shares at March 31, 2002 and December 31, 2001, respectively                                     369,412              335,690
   Additional paid-in capital                                                                       65,336,239           60,100,645
   Note receivable from former officer - Issuance of common stock                                   (2,675,000)          (2,675,000)
   Accumulated deficit                                                                             (69,339,292)         (66,688,581)
                                                                                                  ------------         ------------
      Total stockholders' equity (deficit) (Notes 2d and 7)                                         (6,308,641)          (8,927,246)
                                                                                                  ------------         ------------
      Total liabilities and stockholders' equity (deficit)                                        $ 11,293,355         $  8,956,597
                                                                                                  ============         ============
</TABLE>

                                                                          page 4

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended March 31,
                                                             -----------------------------
                                                                 2002             2001
                                                             ------------     ------------
     <S>                                                     <C>              <C>
     Operating expenses:
         Research and development                            $  1,010,799     $  1,742,095
         General and administrative                               735,852        1,330,761
         Restructuring charge (Note 3)                                 --         (182,625)
                                                             ------------     ------------
           Total operating expenses                             1,746,651        2,890,231
                                                             ------------     ------------

     Operating loss                                            (1,746,651)      (2,890,231)
                                                             ------------     ------------

     Other income (expense):
         Loss in equity of SafeScience Newco, Ltd.               (931,010)              --
         Other expense                                               (873)          (5,745)
         Interest income                                           27,823           27,503
                                                             ------------     ------------
              Total other income (expense)                       (904,060)          21,758
                                                             ------------     ------------

     Loss from continuing operations                           (2,650,711)      (2,868,473)

     Loss from discontinued operations                                 --         (186,629)
                                                             ------------     ------------
     Net loss before preferred stock dividend                  (2,650,711)      (3,055,102)
     Accretion of dividend on preferred stock                    (239,674)              --
                                                             ------------     ------------
     Net loss applicable to common stock                     $ (2,890,385)    $ (3,055,102)
                                                             ============     ============

     Basic and diluted net loss per common share:
     From continuing operations                              $      (0.07)    $      (0.11)
                                                             ============     ============

     From discontinued operations                            $         --     $      (0.01)
                                                             ============     ============

     Before preferred stock dividend                         $      (0.07)    $      (0.12)
     Accretion of dividend on preferred stock                       (0.01)              --
                                                             ------------     ------------
     Net loss applicable to common stock                     $      (0.08)    $      (0.12)
                                                             ============     ============

     Weighted average number of common
         shares outstanding                                    36,863,471       25,577,489
                                                             ============     ============
</TABLE>

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

                                                                          Page 5

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Three months Ended
                                                                                         March 31,
                                                                               ------------------------------
                                                                                   2002            2001
                                                                               --------------   -------------
<S>                                                                            <C>              <C>
Cash flows from operating activities:
    Net loss                                                                   $  (2,650,711)   $ (3,055,102)
    Adjustments to reconcile net loss to net cash
    used in operating and discontinued activities:
      Operating expenses paid in common
        stock, options and warrants                                                       --         484,598
      Amortization of value of warrants issued for license                           271,951              --
      Equity adjustment in SafeScience Newco, Ltd.                                   931,010              --
      Depreciation                                                                    30,513          34,559
      Changes in assets and liabilities:
           Due from SafeScience Newco, Ltd.                                       (1,136,833)             --
           Prepaid expenses and other current assets                                  47,523         126,698
           Accounts payable                                                         (181,862)        (39,440)
           Accrued liabilities                                                      (317,430)       (251,251)
           Net liabilities of discontinued operations                                (22,229)       (837,140)
                                                                               --------------   ------------
             Net cash used in operating and discontinued activities               (3,028,068)     (3,537,078)
                                                                               --------------   ------------
Cash flows from investing activities:
    Purchase of property and equipment                                               (11,174)        (11,173)
    Deposits                                                                          (1,873)             --
                                                                               -------------    ------------
             Net cash used in investing activities                                   (13,047)        (11,173)
                                                                               -------------    ------------
Cash flows from financing activities:
    Proceeds from sale of common stock, net of issuance costs                      5,237,039       2,839,988
                                                                               -------------    ------------
             Net cash provided by financing activities                             5,237,039       2,839,988
                                                                               -------------    ------------

Net increase (decrease) in cash and cash equivalents                               2,195,924        (708,263)

Cash and cash equivalents, beginning balance                                       7,977,910       2,547,353
                                                                               -------------    ------------
Cash and cash equivalents, ending balance                                      $  10,173,834    $  1,839,090
                                                                               =============    ============

Supplemental disclosure of non-cash financing activities:
    Dividends accreted on Series A and Series B preferred stock                $     239,674    $         --
                                                                               =============    ============
Supplemental disclosure of cash flow information:
    Cash paid for interest                                                     $          --    $      3,750
                                                                               =============    ============
</TABLE>

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

                                                                          Page 6

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

(1) Organization and Summary of Significant Accounting Policies

(a) Organization

GlycoGenesys, Inc. (the "Company", formerly known as SafeScience, Inc.) is a
biotechnology company that develops novel pharmaceutical products based on
carbohydrate compounds and related technologies. The Company's lead drug
candidate GCS-100 (formerly known as GBC-590), a potential treatment for
multiple forms of cancer, recently completed Phase II(a) clinical trials for
pancreatic cancer and completed Phase II(a) clinical trials for colorectal
cancer as announced in March 2001. In July 2001, the Company formed a joint
venture (SafeScience Newco, Ltd.) with Elan Corporation, plc ("Elan") to advance
GCS-100 in the field of oncology.

While the Company is also developing two agricultural products (Elexa, a
registered trademark of the Company, and Bb447), it continues to seek strategic
alternatives, including the sale, of its agricultural products business area.
The Company's near term objective is to continue to proceed through the various
phases of United States Food and Drug Administration (FDA) clinical trials for
GCS-100.

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
more recently 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 homepage is located at http://www.glycogenesys.com

On July 10, 2001, the Company closed on a collaborative transaction with Elan
and its subsidiary, Elan International Services, Ltd. ("EIS"). As part of the
transaction, EIS and the Company formed a Bermuda corporation, SafeScience
Newco, Ltd., to develop GCS-100 in the field of oncology. The Company owns 100%
of the common stock and 60.2% of the non-voting convertible preferred shares of
SafeScience Newco, Ltd. and EIS owns 39.8% of the non-voting convertible
preferred shares of SafeScience Newco, Ltd. Of the outstanding combined common
and non-voting preferred shares of SafeScience Newco, Ltd., the Company owns
80.1% and EIS owns 19.9%. As part of the transaction, Elan and the Company
entered into license agreements under which the Company licensed to SafeScience
Newco, Ltd. rights to the GCS-100 compound and Elan licensed to SafeScience
Newco, Ltd. proprietary drug delivery technology. All of the monetary components
of these transactions were settled by the execution of a cross receipt among the
parties for all amounts due to the appropriate counterparty.

At the time of the transaction, EIS also purchased 2,700,000 shares of the
Company's common stock, 1,116.79 shares of the Company's Series C non-voting
convertible preferred stock ("Series C Preferred Stock") and a five-year warrant
to purchase 381,679 shares of common stock at an exercise price of $2.43 per
share for an aggregate purchase price of $5,000,000 which was paid in cash. Each
share of Series C Preferred Stock is convertible into one thousand shares of
common stock.

                                                                          Page 7

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

EIS also acquired 4,944.44 shares of the Company's Series A convertible
exchangeable non-voting preferred stock ("Series A Preferred Stock") at $2,430
per share, for a total purchase price of $12,015,000. Each share of Series A
Preferred Stock is convertible into one thousand shares of common stock. The
Series A Preferred Stock bears a mandatory stock dividend of 7%, compounded
annually. The Series A Preferred Stock is exchangeable at the option of EIS at
any time for all of the preferred stock of SafeScience Newco, Ltd. held by the
Company which, if exchanged, would give EIS 50% ownership of the initial amount
of combined common and preferred stock of SafeScience Newco, Ltd. After July 10,
2003, the Series A Preferred Stock is convertible by EIS into shares of the
Company's common stock at the rate of $2.43 per share. If the Series A Preferred
Stock is outstanding as of July 10, 2007, the Company will exchange the Series A
Preferred Stock and accrued dividends, at its option, for either cash, shares of
common stock or shares of common stock and warrants of the Company having a then
fair market value equal to the amount due. The Company contributed to
SafeScience Newco, Ltd. the proceeds from the issuance of the Series A Preferred
Stock to EIS in exchange for securities of SafeScience Newco, Ltd. EIS also
contributed $2,985,000 to SafeScience Newco, Ltd. for its shares of preferred
stock of SafeScience Newco, Ltd.

In addition, Elan granted SafeScience Newco, Ltd. a license to Elan's
proprietary drug delivery technology for a license fee of $15,000,000 and the
Company granted SafeScience Newco, Ltd. a license to GCS-100 in the field of
oncology as an integral part of these transactions.

EIS and the Company intend to fund SafeScience Newco, Ltd. pro rata, based on
their respective percentage ownership of the combined outstanding common and
preferred stock of SafeScience Newco, Ltd. Subject to certain conditions,
including without limitation, agreeing with EIS on a quarterly basis on the
business plan for SafeScience Newco, Ltd., EIS has agreed to acquire up to
$9,612,000 of the Company's Series B Preferred Stock to provide the Company with
funds for its pro rata share of development funding for SafeScience Newco, Ltd.
On December 31, 2001, EIS acquired 862.76047 of such shares for an aggregate
purchase price of $1.47 million and on May 7, 2002, EIS acquired an additional
599.84706 shares for an aggregate purchase price of $1.02 million.

For financial reporting purposes, the value initially recorded as the Company's
investment in SafeScience Newco, Ltd. is the same as the fair value of the
Series A Preferred Stock issued, which was $12,015,000. The technology obtained
by SafeScience Newco, Ltd. from Elan was expensed at inception because revenues
resulting from such technology were not likely in the foreseeable future.

While the Company owns 100% of the common stock and 80.1% of the outstanding
capital stock on a fully-diluted basis of SafeScience Newco, Ltd., EIS has
retained significant minority investor rights, including 50% control of the
steering committee which oversees the GCS-100 program, that are considered
"participating rights" as defined in the Emerging Issues Task Force Consensus
No. 96-16. Accordingly, the Company does not consolidate the financial
statements of SafeScience Newco, Ltd., but instead accounts for its investment
in SafeScience Newco, Ltd. under the equity method of accounting. Net losses of
SafeScience Newco, Ltd. have been recognized by the Company based on its 80.1%
interest and to the extent of the Company's investments, advances and
commitments to make future investments in or advances to SafeScience Newco, Ltd.

                                                                          Page 8

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

During the three months ended March 31, 2002, the Company's loss in equity of
SafeScience Newco, Ltd. was $931,010, which consisted of the Company's 80.1%
share of SafeScience Newco's operating expenses of approximately $1,162,309 for
the three months ended March 31, 2002. The difference of $231,295 less $25,477
due to EIS, is carried on the balance sheet as due from SafeScience Newco, Ltd.
as well as $177,646 which represents the balance due for amounts billed as of
December 31, 2001. SafeScience Newco, Ltd. is a development stage company with
no revenue.

The Company has two wholly-owned subsidiaries: International Gene Group, Inc.
and SafeScience Products, Inc. International Gene Group, Inc. focuses on the
development of carbohydrate-based pharmaceutical products and related
technologies in connection with oncology and other life threatening and/or
debilitating diseases. SafeScience Products, Inc. develops agricultural
products, some of which are also based upon carbohydrate chemistries. The
therapeutic products will be either licensed from or jointly developed with
third parties. GlycoGenesys, Inc., International Gene Group, Inc. and
SafeScience Products, Inc. maintain an office in Boston, Massachusetts.

As of March 31, 2002, the Company has an accumulated deficit of $69,339,292. In
its Annual Report on Form 10-K for the year ended December 31, 2001, the Company
reported that there were doubts about its ability to continue as a
going-concern. The Company's future is dependent upon its ability to obtain
financing to fund its operations. The Company expects to incur substantial
additional costs, including costs related to ongoing research and development
activities, preclinical studies and clinical trials.

The Company believes that its existing funds will be sufficient to fund its
operating expenses and capital requirements into the first quarter of 2003. The
Company intends to raise additional debt and/or equity financing. As described
above, SafeScience Newco Ltd. may receive up to $8.9 million of additional funds
of which approximately $7.1 million would be funded by the Company through the
issuance to EIS of Series B preferred stock and approximately $1.8 million of
which would be funded directly by EIS for the development of GCS-100 pursuant to
our agreement with EIS. However, we will not receive additional capital from EIS
unless we agree with EIS on a quarterly basis on the business plan for
SafeScience Newco, Ltd.

Principal risks to the Company include the successful development and marketing
of human therapeutic products to obtain profitable operations, dependence on
collaborative partners, the need to obtain adequate financing to fund future
operations, United States Food and Drug Administration approval and other
regulatory agencies clearance and regulation, dependence on key individuals and
competition from substitute products and larger companies. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Certain Factors That May Affect Future Results" for additional risks the Company
faces.

                                                                          Page 9

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

On January 29, 2001 the Company announced that it had retained Burrill &
Company, a private merchant bank focused exclusively on the life sciences, to
assist in the process of determining appropriate alternatives for its consumer,
commercial and agricultural product areas. On February 23, 2001 the Company
announced the discontinuation of its consumer and commercial operations. The
cost of disposing of the business assets and the expenses incurred during the
phase out period is approximately $2,283,200. The opportunity to acquire the
Company's agricultural products including Elexa-4, derivatives thereof, and
Bb447 are being offered to enterprises with product portfolios which are similar
in function and performance to Elexa-4.

 (b) Principles of Consolidation

The Company's consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. As previously noted, the Company's
80.1% interest in SafeScience Newco, Ltd. is accounted for under the equity
method. All material intercompany transactions and accounts have been eliminated
in the consolidated financial statements.

(c) Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission, and reflect all adjustments, consisting of only normal
recurring adjustments, which, in the opinion of management, are necessary for a
fair statement of the results of the interim periods presented. The results of
operation for the interim periods presented are not necessarily indicative of
the results that may be 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 attached Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
financial statements and footnotes for the year ended December 31, 2001,
included in the Company's Annual Report on Form 10-K.

(d) Reclassifications

Certain items in the prior years consolidated financial statements have been
reclassified to conform to their 2002 presentation.

(e) Use of Estimates

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

(f) Cash and Cash Equivalents, and Restricted Cash

Cash and cash equivalents at March 31, 2002 were $10,173,834, including
$10,155,634 held by a single bank. The Company has a $100,000 stand-by secured
line of credit which has no outstanding balance. Restricted cash represents
funds held under an irrevocable standby letter of credit. The letter of credit
serves as a security for the Company's facility lease. The funds are being held
in an investment account.

                                                                         Page 10

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

(g) Depreciation

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

          Asset Classification             Estimated Useful Life
          --------------------             ---------------------
Computer, office and laboratory equipment       3 - 5 years
Furniture and fixtures                              7 years
Motor vehicles                                      4 years

(h) Research and development

Research and development costs, which consist primarily of expenses for clinical
trials, preclinical research, drug manufacturing for clinical trials, sponsored
research, consultants, supplies and testing, are charged to operations as
incurred. In July 2001, the Company and EIS formed a joint venture in Bermuda,
(SafeScience Newco, Ltd.) for the purpose of furthering the development of its
drug candidate GCS-100 in the field of oncology. The joint venture may be
provided funding from EIS and the Company up to $12,000,000 to further its
research and development plan. The Company's share of these expenses is equal to
its equity interest in the joint venture of 80.1%. The Company may fund its
share of the research and development expense out of its available funds or by
issuing shares of its Series B Preferred Stock to EIS. In either case, the
proceeds are provided to SafeScience Newco, Ltd. as an unconditional gift for
the purpose of funding the research and development costs incurred. On December
31, 2001, the Company issued 862.70647 shares of Series B Preferred Stock to EIS
for $1,466,601, which represented its share of the joint venture's total
research and development expenses of $1,830,962 for the four months ended
October 31, 2001. At March 31, 2002 the balance due from SafeScience Newco, Ltd.
of $383,468 represents 19.9% of the $1,926,975 due for the period from November
5, 2001 to March 31, 2002. In May 2002, the Company issued an additional
599.84706 shares, of its Series B convertible non-voting preferred stock to EIS
for $1,019,740 which represented its share of the joint venture's research and
development expenses of $1,273,084 for the three months ended March 31, 2002.

(i) Net Loss Per Share

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 at March 31, 2002 and 2001 excluded
the potential common shares from convertible preferred stock, warrants and stock
options because to do so would be anti-dilutive for the periods presented. At
March 31, 2002 and 2001, there are 11,345,065 and 4,851,360 warrants
outstanding, respectively, with a weighted average exercise price of $2.23 and
$2.90, respectively, and 1,547,042 and 1,276,428 stock options outstanding,
respectively, with a weighted average exercise price of $4.71 and $5.43,
respectively, which were omitted from earnings per share calculations, and
6,923,945 and no shares, respectively, issuable upon conversion of outstanding
preferred stock.

                                                                         Page 11

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

(j) Comprehensive Income (Loss)

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

(k) Disclosures about Segments of an Enterprise

SFAS No. 131, Disclosures About Segments of an Enterprise and Related
Information, establishes standards for reporting information regarding operating
segments in annual financial statements and requires selected information for
those segments to be presented in interim financial reports issued to
stockholders. SFAS No. 131 also establishes standards for related disclosures
about products and services and geographic areas. Operating segments are
identified as components of an enterprise about which separate discrete
financial information is available for evaluation by the chief operating
decision-maker, or decision-making group, in making decisions how to allocate
resources and assess performance. Due to the discontinuation of its consumer and
commercial products business, the Company operates in one segment.

(l) Concentrations of Risk

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

(2) STOCKHOLDER'S EQUITY (DEFICIT)

(a) Private Placement Offerings

During the first quarter of 2002, the Company raised $5,650,666 in a private
placement offering of common stock whereby 3,008,608 shares were sold at a
weighted average price of $1.88 per share, as well as warrants to purchase
2,256,457 shares of common stock each at a weighted average price of $2.25 per
share, and warrants to purchase 903,243 shares of common stock at $0.01 per
share each exercisable for five years. Net proceeds of this offering were
$5,237,039. As part of this issuance, EIS purchased 597,205 shares of common
stock at $1.79, pursuant to their pre-emptive rights, as well as warrants to
purchase 447,904 shares of common stock at a price of $2.15 and 149,301 shares
of common stock at $0.01, each exercisable for five years.

On July 10, 2001, the Company closed a business venture with Elan and EIS. As
part of the transaction, EIS and the Company formed a Bermuda exempted limited
liability company, SafeScience Newco, Ltd., to further advance GCS-100. The
Company owns 100% of the common stock and 60.2% of the non-voting convertible
preferred shares of SafeScience Newco, Ltd. and EIS owns 39.8% of the non-voting
convertible preferred shares of SafeScience Newco, Ltd. Of the outstanding
combined common and non-voting convertible preferred shares of SafeScience
Newco, Ltd., the Company owns 80.1% and EIS owns 19.9%.

                                                                         Page 12

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

As part of the transaction, EIS also purchased 2,700,000 shares of common tock,
1,116.79 shares of Series C Preferred convertible into 1,116,790 shares of
common stock after two years, and a five-year warrant to purchase 381,679 shares
of common stock at an exercise price of $2.43 per share for an aggregate
purchase price of $5,000,000. EIS also acquired by use of a cross receipt in the
amount of $12,015,000, 4,944.44 shares of Series A Preferred Stock. The Series A
Preferred Stock bears a 7% mandatory stock dividend. The Series A Preferred
Stock is exchangeable at the option of EIS at any time for all of the preferred
stock of SafeScience Newco, Ltd. held by the Company which, if exchanged, would
give EIS 50% ownership of the fully-diluted equity interest in SafeScience
Newco, Ltd. The Series A Preferred Stock is redeemable by the Company, if still
outstanding on July 10, 2007, at its option, for either cash or shares of common
stock of the Company at their fair market value at the time of redemption. The
Company acquired by means of the same cross receipt, its equity interest in
SafeScience Newco, Ltd. Consequently, the value assigned to the Company's
investment in SafeScience Newco, Ltd. is the same as the value of the Series A
Preferred Stock issued, which was approximately $12,015,000. In connection with
this transaction the Company recorded $262,064 as a beneficial conversion charge
representing the current value of the pro rata portion of the warrant to
purchase 381,679 shares at $2.43 per share.

Upon mutual agreement, EIS and the Company will fund up to $12 million for
SafeScience Newco, Ltd.'s research and development according to their respective
equity holdings in SafeScience Newco, Ltd. Subject to mutual agreement, EIS will
purchase from the Company up to $9.612 million of the Company's Series B
convertible preferred stock ("Series B Preferred Stock"), which bears a 7%
dividend payable-in-kind and is convertible into common stock. The Company will
utilize its Series B Preferred Stock to fund its portion of SafeScience Newco,
Ltd.'s research and development costs. EIS acquired $1.47 million and $1.02
million of the up to $9.612 million of the Company's Series B Preferred Stock,
constituting 862.76047 and 599.84706 shares, respectively, on December 31, 2001
and May 7, 2002.

 (b) Stock Grants and Stock Option Plan

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 and 2001, the Company issued 197,248 and
71,392 shares of common stock, respectively, and recorded charges to operations
of $96,093 and $88,333 relating to those issuances of common stock. During the
three months ended March 31, 2002, the Company granted options to purchase
444,600 shares of common stock.

                                                                         Page 13

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

The following table summarizes all stock option activity to employees and
consultants for services for the three months ended March 31, 2002.

------------------------------------------------------------------------
                            Stock Options
------------------------------------------------------------------------
                                  Number of       Weighted Average
------------------------------------------------------------------------
                                  Shares          Price Per Share
------------------------------------------------------------------------
Balance December 31, 2001         1,118,542           $5.69
------------------------------------------------------------------------
Granted                             444,600            2.09
------------------------------------------------------------------------
Exercised                           (16,100)           0.15
------------------------------------------------------------------------
Balance March 31, 2002            1,547,042           $4.71
------------------------------------------------------------------------

(c) Warrants

The following table summarizes all warrant activity for the three months ended
March 31, 2002.

------------------------------------------------------------------------
                                 Warrants
------------------------------------------------------------------------
                                  Number of       Weighted Average
------------------------------------------------------------------------
                                  Shares          Exercise
------------------------------------------------------------------------
                                                  Price Per Share
------------------------------------------------------------------------
Balance December 31, 2001         8,227,230          $2.40
------------------------------------------------------------------------
Granted                           3,352,868           1.65
------------------------------------------------------------------------
Exercised                          (235,033)          0.01
                                 ----------       --------
------------------------------------------------------------------------
Balance March 31, 2002           11,345,065          $2.23
                                 ==========       ========
------------------------------------------------------------------------

Warrants issued to certain investors contain anti-dilution provisions which
require the exercise price to be adjusted for securities transactions sold at
prices lower than the then current exercise price.

In January 2001, the Company granted Wayne State University and the Barbara Ann
Karmanos Cancer Institute warrants to jointly purchase 1,375,000 shares of
common stock at $1.15 that vest in quarterly installments over two years. On
November 7, 2001, the Company also granted Wayne State University and the
Barbara Ann Karmanos Cancer Institute warrants to jointly purchase 125,000
shares of common stock at $1.15 that vest through January 26, 2003.

                                                                         Page 14

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

(d)    Classification of Preferred Stock

       In July 2001, the Securities and Exchange Commission issued an SEC Staff
Announcement which was codified as EITF Topic No. D-98, "Classification and
Measurement of Redeemable Securities". Topic No. D-98 provides additional
guidance for determining when an equity security is redeemable at the option of
the holder or upon the occurrence of an event that is solely within the control
of the issuer.

       During the fiscal quarter ended December 31, 2001, we adopted Topic No.
D-98. Our Series A, B and C Preferred shares contained provisions for redemption
in cash in the event that a change in control of the Company were to occur
without prior approval by our Board of Directors.

       On April 16, 2002, the Company and EIS, the holder of the Series A, B and
C Preferred Stock, amended the original terms of the preferred stock. As a
result of this amendment, the Company expects to reclassify the Series A, B and
C Preferred Stock into stockholders' equity as of April 16, 2002.

(3)    RESTRUCTURING CHARGE

During the second quarter of 2000, the Company implemented a restructuring plan
to reduce the size and realign its organization to conform with strategic
changes. The major components of the restructuring relates to the elimination of
approximately 8 employees across the following functions: sales and marketing
(6), general and administrative (1), and research and development (1).
Components of the charge include severance and other related expenses. At March
31, 2002 approximately $258,200 of accrued restructuring charges remained which
is comprised of severance costs. Approximately $372,000 of the expense has been
paid by the issuance of common stock. The total cash paid through March 31, 2002
was approximately $671,000.

                                                                         Page 15

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

         Restructuring reserve activities for the twelve months ended December
31, 2000 and 2001 and three months ended March 31, 2002 were as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                                                               Remaining
                                             Reductions in           Revised           Paid through         Balance December
                           Estimated           Estimated            Estimated          December 31,            31, 2000
                            Expense             Expense               Expense             2000
------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                   <C>                <C>                   <C>
Severance and
 Benefits                 $1,410,000          $(246,044)           $1,163,956           $(737,956)              $426,000
------------------------------------------------------------------------------------------------------------------------------
Potential
Litigation                   100,000                  -               100,000                   -                100,000
------------------------------------------------------------------------------------------------------------------------------
Other                        215,000                  -               215,000            (215,000)                     -
------------------------------------------------------------------------------------------------------------------------------
Total                     $1,725,000          $(246,044)           $1,478,956           $(952,956)              $526,000
                          ==========          =========            ==========           =========               ========
------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                           Remaining                                                                           Remaining
                            Balance          Reductions in           Revised           Paid through         Balance December
                          December 31,         Estimated            Estimated          December 31,            31, 2001
                              2000              Expense              Expense               2001
------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                   <C>                <C>                   <C>
Severance and
 Benefits                   $426,000           $(77,283)             $348,717            $(90,482)              $258,235
------------------------------------------------------------------------------------------------------------------------------
Potential
Litigation                   100,000           (100,000)                    -                   -                      -
------------------------------------------------------------------------------------------------------------------------------
Other                              -                  -                     -                   -                      -
------------------------------------------------------------------------------------------------------------------------------
Total                       $526,000          $(177,283)             $348,717            $(90,482)              $258,235
                            ========          =========              ========            ========               ========
------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                           Remaining                                                                          Remaining
                            Balance          Reductions in           Revised        Paid through              Balance
                          December 31,     Estimated                Estimated      March 31, 2002          March 31, 2002
                              2001           Expense                 Expense
------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                      <C>            <C>                     <C>
Severance and
 Benefits                   $258,235             $ 0.00                                    $(0.00)              $258,235
------------------------------------------------------------------------------------------------------------------------------
Potential
Litigation                         -              (0.00)                                        -                      -
------------------------------------------------------------------------------------------------------------------------------
Other                              -                  -                                         -                      -
------------------------------------------------------------------------------------------------------------------------------
Total                       $258,235             $(0.00)                                   $(0.00)              $258,235
                            ========             ======                                   =======               ========
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(4) DISCONTINUED OPERATIONS

On November 15, 2000, the Company engaged a merchant bank to explore
alternatives including sale or other disposition of the Company's consumer,
commercial and agriculture business areas. The Company terminated operations of
the consumer and commercial product business areas on February 23, 2001 and
began the process of liquidating all assets and liabilities pertaining to those
operations.

Accordingly, the Company has treated its consumer and commercial products
operations as a discontinued operation in accordance with APB Opinion No. 30 and
has reclassified the 1999 financial statements to reflect this treatment. For
the year ended December 31, 2000, the Company recorded a reserve in the amount
of $1,750,000 which includes approximately $983,000 to reduce the carrying value
of assets to their estimated liquidation value and a liability of approximately
$767,000 to accrue for the cost of closing the operations.

                                                                         Page 16

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

During the quarters ended March 31, June 30, and December 31, 2001, the Company
recorded additional charges of $186,629, $57,600, and $288,971, respectively, to
reflect additional consulting expenses and rental expense related to surplus
office space.

                                                    Years Ended December 31,
                                                     2001            2000
                                                     ----            ----
Revenues                                                  --     $ 1,354,898
Cost of goods sold                                 $ 186,629       1,229,508
                                                   ---------     -----------
Gross margin                                        (186,629)        125,390
                                                   ---------     -----------
Marketing                                                 --       3,566,900
General and administrative                           346,571              --
Research and development                                  --         297,657
                                                   ---------     -----------
Total expenses                                       346,571       3,864,557
                                                   ---------     -----------
Operating loss                                      (533,200)     (3,739,167)
                                                   ---------     -----------
Provision                                                 --      (1,750,000)
                                                   ---------     -----------
Loss on discontinued operations                    $(533,200)    $(5,489,167)
                                                   =========     ===========
(5) COMMITTMENTS AND CONTINGENCIES

On January 26, 2001, the Company executed an agreement, which has been amended
on May 14 and November 7, 2001, with Wayne State University and the Barbara Ann
Karmanos Cancer Institute. This agreement grants an exclusive world-wide license
to the Company to patents and patent applications related to "GCS-100 Material"
issued to or applied for by Wayne State University and the Barbara Ann Karmanos
Cancer Institute. This agreement adds the rights to these issued patents and
patent applications to the Company's existing patent portfolio which
consolidates the rights to all of the parties' existing GCS-100 intellectual
property within GlycoGenesys. Pursuant to this agreement, the Company made an
initial payment of $300,000 upon signing the agreement and is required to make
up to an additional $1,635,000 in license payments at the rate of 6% of cash
raised through the sale of securities of the Company. Additional payments of up
to $3,000,000 are contingent upon reaching future commercialization milestones.
As of March 31, 2002 the Company paid license fees of $1,290,363 and owes
license fees of $644,637.

On January 26, 2001, the Company granted Wayne State University and the Barbara
Ann Karmanos Cancer Institute warrants to jointly purchase 1,375,000 shares of
common stock at $1.15 that vest in quarterly installments over two years. On
November 7, 2001, the Company also granted Wayne State University and the
Barbara Ann Karmanos Cancer Institute warrants to jointly purchase 125,000
shares of common stock at $1.15 that vest through January 26, 2003. During the
three months ended March 31, 2002, the Company recorded an expense of $271,951
related to warrants which vested under this agreement and expense of $795,336 in
payment of the 6% amount due on sales of securities.

                                                                         Page 17

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

In order to maintain its rights under this agreement, the Company must on the
first occurrence of the following milestones: (a) pay Wayne State University and
the Barbara Ann Karmanos Cancer Institute $500,000 within thirty (30) days
following the date on which the Company commences Phase III clinical drug
investigations relating to GCS-100; (b) pay Wayne State University and the
Barbara Ann Karmanos Cancer Institute $1,000,000 within thirty (30) days
following the date on which the Company makes a new drug application ("NDA")
submission to the FDA relating to GCS-100; and (c) pay Wayne State University
and the Barbara Ann Karmanos Cancer Institute $1,500,000 within thirty (30) days
following the date on which the FDA approves an NDA of the Company covering
GCS-100. In addition, the Company will pay a 2% royalty jointly to Wayne State
University and the Barbara Ann Karmanos Cancer Institute on net sales of
GCS-100.

The Company has retained Beardsworth Consulting Group, a full service contract
research organization to support two projects: a Phase I dose escalation trial,
and database transfer/management for the recently completed Phase II(a) trials.
They will provide clinical research management, study monitoring, data
management and medical writing. The costs for both efforts is estimated to be
approximately $1,228,000 and be paid out over the next 9-12 months. In addition,
the costs associated with the Phase I dose escalation trial currently being
conducted at Sharp Clinical Oncology Research Memorial Hospital ("Sharp") is
estimated to cost approximately $545,000 to be paid to Sharp over the next 9-12
months.

(6) RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. As amended in June 1999, the statement is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000. In June 2000, the FASB issued SFAS No. 138, which is a significant
amendment to SFAS No. 133. SFAS No. 133 and its amendments establish accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively, the derivatives) and for
hedging activities. The Emerging Issues Task Force (EITF) has also issued a
number of derivative-related tentative and final consensuses. We do not expect
the adoption of these statements to have a material impact on our consolidated
financial position or results of operations.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations" (SFAS 141),
and Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142). SFAS 141 requires that all business combinations
be accounted for under a single method - the purchase method. Use of the
pooling-of-interest method is no longer permitted. SFAS 141 requires that the
purchase method be used for all business combinations initiated after June 30,
2001. SFAS 142 requires, among other things, that goodwill no longer be
amortized to earnings, but instead reviewed for impairment annually. Under SFAS
142, the amortization of goodwill ceases upon adoption of the statement, which
will become effective for the Company on January 1, 2002. The Company has no
goodwill therefore anticipates no effect at the present time.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). SFAS 143 establishes accounting standards for
recognition and measurement of a liability for an asset retirement obligation
and the associated asset retirement cost. SFAS 143 requires the recognition of
the fair value of a liability for an asset retirement obligation in the period
in which it is incurred if a reasonable estimate of fair value can be made. If a
reasonable estimate of fair value cannot be made in the period the asset
retirement obligation is incurred, the liability shall be recognized when a
reasonable estimate of fair value can be made. The fair value of a liability for
an asset retirement obligation is the amount at which that liability could be
settled in a current transaction between willing parties, that is, other than in
a forced or liquidation transaction. SFAS 143 is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The provisions
of SFAS 143 will become effective for the Company on January 1, 2003. The
effects of adopting this standard have not been determined.

                                                                         Page 18

<PAGE>

                               GLYCOGENESYS, INC.
                      (formerly known as SafeScience, Inc.)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS 144). SFAS 144 establishes a
"primary-asset" approach to determine the cash flow estimation period for a
group of assets and liabilities that represents the unit of accounting for a
long-lived asset to be held and used. SFAS 144 requires that a long-lived asset
to be (1) abandoned, (2) exchanged for a similar productive asset, or (3)
distributed to owners in a spin-off be considered held and used until it is
abandoned, exchanged, or distributed. SFAS 144 requires (1) that spin-offs and
exchanges of similar productive assets to be recorded at the lower of carrying
value or fair value, and that such assets be classified as held and used until
disposed of and (2) that any impairment loss resulting from a spin-off or
exchange of similar productive assets be recognized when the asset is disposed
of. The provisions of SFAS 144 became effective for the Company on January 1,
2002. The Company has not been affected by the adoption of this standard.

(7) Subsequent Event

On April 16, 2002, the Company entered into an agreement with EIS, the holder of
the Series A, B and C Preferred Stock, to amend the Certificate of Designations,
Preferences and Rights of Series A Preferred Stock, Series B Preferred Stock and
Series C Preferred Stock of the Company (the "Certificate of Designations"), to
require the Board of Directors' approval of any transaction or series of related
transactions in which securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding voting securities are
acquired by a person, entity or group of related persons or entities in order
for such transaction or series of transactions to be deemed a Liquidation Event
as that term is defined in the Certificate of Designations. As a result of this
amendment, the Company expects to reclassify the Series A Preferred Stock,
Series B Preferred Stock and Series C Preferred Stock into permanent equity as
of April 16, 2002.

(8) SafeScience Newco Ltd. Consolidated Statement of Operations

                                                                         Page 19

<PAGE>

                             SAFESCIENCE NEWCO, LTD.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Period from
                                                                                July 10, 2001
                                                                                 (Inception)
                                                           Three Months Ended      through
                                                             March 31, 2002     March 31, 2002
                                                             --------------     --------------
<S>                                                           <C>                <C>
Costs and Expenses:
 Research and development                                     $  1,162,310       $ 18,857,203
 General and administrative                                              -             16,725
                                                              ------------       ------------
    Total operating expenses                                     1,162,310         18,873,928
                                                              ------------       ------------
Net loss applicable to common stockholders                    $ (1,162,310)      $(18,873,928)
                                                              ============       ============

Basic and diluted net loss per common share:                  $    (193.72)      $  (3,145.65)
                                                              ============       ============



Basic and diluted weighted average shares outstanding                6,000              6,000
                                                              ============       ============
</TABLE>

                                                                         Page 20

<PAGE>

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 "Management's Discussion and
Analysis of Financial Condition and Results of Operations - 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. (the "Company," formerly known as SafeScience, Inc.) is a
biotechnology company that develops novel pharmaceutical products based on
carbohydrate compounds and related technologies. The Company's lead drug
candidate GCS-100 (formerly known as GBC-590), a potential treatment for
multiple forms of cancer, recently completed Phase II(a) clinical trials for
pancreatic cancer and completed Phase II(a) clinical trials for colorectal
cancer as announced in March 2001. In July 2001, the Company formed a joint
venture (SafeScience Newco, Ltd.) with Elan Corporation, plc ("Elan") to advance
GCS-100 in the field of oncology.

While the Company is also developing two agricultural products (Elexa, a
registered trademark of the Company, and Bb447), it continues to seek strategic
alternatives, including the sale, of its agricultural products business area.
The Company's near term objective is to continue to proceed through the various
phases of United States Food and Drug Administration (FDA) clinical trials for
GCS-100.

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
more recently 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 homepage is located at http://www.glycogenesys.com

GlycoGenesys, Inc.

GlycoGenesys conducts its business through two wholly-owned subsidiaries,
International Gene Group, Inc. and SafeScience Products, Inc.

International Gene Group, Inc. ("IGG") develops human therapeutics. IGG has been
focused on developing GCS-100, a complex carbohydrate intended to fight
cancerous tumors and metastasis, which it exclusively licenses from Dr. David
Platt and Wayne State University and the Barbara Ann Karmanos Cancer Institute.

                                                                         Page 21

<PAGE>

Theoretical Background of GCS-100. Cells recognize one another through pairs of
complementary structures on their surface. A structure on one cell carries
encoded biological information that a structure on another cell can decipher.

While nucleic acids and proteins were previously recognized as the major classes
of biological materials involved in cell recognition, it has recently been
scientifically established that carbohydrates play a role as well. Cell surface
components contain carbohydrate structures, which change characteristics as the
cell develops, differentiates, transforms and progresses through its life cycle.

It is contended that cell adhesion plays a role in cancer and cancer metastasis.
Metastasis is the process by which cancer cells spread throughout the body,
beginning at the primary tumor. The spread of the cancer cells throughout the
body is the main cause of death for cancer patients. These cells, once
circulating in the bloodstream after their detachment from the primary tumor,
must adhere to new cells in other parts of the body in order to proliferate to
form new tumor colonies. The Company believes that drugs, which inhibit this
process of adhesion, may inhibit metastasis although this theory has not been
scientifically established.

GCS-100 may offer a novel approach to controlling the progression of cancer, by
disrupting the cellular recognition process of roaming cancer cells and
preventing them from reattaching to each other and to normal tissue. The GCS-100
compound acts as a "molecular decoy" by recognizing a specific lectin on cell
surfaces called Galectin-3 which plays a role in aggregation of cancer cells. By
binding to Galectin-3, a protein that binds to specific carbohydrates, GCS-100
may thus prevent metastasis. In addition, independent research has shown that
Galectin-3 is involved in regulating cell growth, migration and apoptosis (cell
death). By binding to Galectin-3, GCS-100 may induce cancer cell death.
Furthermore, independent research has shown that Galectin-3 plays a role in
angiogenesis. Angiogenesis, identified in the 1980's, is the biological process
by which tumors form new blood vessels allowing them to obtain the nutrients
necessary for tumor growth. By binding to Galectin-3, GCS-100 may inhibit
angiogenesis.

The Company believes that GCS-100 has the potential for therapeutic effect on
multiple cancer types (i.e., pancreatic, colorectal, prostate, breast and liver)
because the target for GCS-100 on the cancer cells is Galectin-3 which is over
expressed on all these cancer types. GCS-100 is delivered intravenously.

Phase I clinical trials of GCS-100, at the MD Anderson Cancer Center in Houston,
Texas and at Pennsylvania Oncology and Hematology Associates, an affiliate of
the University of Pennsylvania - School of Medicine in Philadelphia,
Pennsylvania, were completed in 1999. Phase I is intended to assess toxicity;
GCS-100 showed no dose limiting toxicity in patients.

A Phase II(a) clinical trial for colorectal cancer was completed in 2001 and a
Phase II(a) clinical trial for pancreatic cancer was completed in 2002. These
Phase II(a) trials were conducted at the following locations:

..    Beth Israel/Deaconess Hospital in Boston, Massachusetts;
..    University of Chicago Pritzker School of Medicine;
..    University of Rochester Cancer Center;
..    Christiana Healthcare in Wilmington, Delaware;
..    Ocala Oncology Center in Ocala, Florida;
..    Hematology and Oncology Associates in Kansas City, Missouri; and
..    Medical Oncology Associates in San Diego, California.

On March 23, 2001, the Company announced that GCS-100 demonstrated positive
clinical activity in colorectal cancer patients in the completed Phase II(a)
clinical trial. Specifically, five of 23 patients showed tumor stabilization for
periods of two to six months before disease state progression was observed, with
one of the five patients showing a period of tumor shrinkage. On April 8, 2002,
the Company announced the completion of its Phase II(a) pancreatic cancer
clinical trial. Phase II clinical trials are designed to help determine both the
safety and efficacy of a potential

                                                                         Page 22

<PAGE>

drug, which may involve several sets of trials (Phase II(a), Phase II(b), etc.).
Based on promising early data from these trials, and the fact that higher doses
of GCS-100 than administered in the Phase II(a) colorectal and pancreatic trials
have already been tested in animals, with no dose limiting toxicity observed, a
Phase I dose escalation trial to include colorectal and other types of cancer
patients began in February 2002. This trial is being conducted at Sharp Clinical
Oncology Research Memorial Hospital in San Diego. In addition, a Phase II dose
escalation trial with GCS-100 in combination with a standard cancer therapy is
planned to begin in 2002/2003 and will enroll pancreatic cancer patients. These
dose escalation trials may enroll up to 75 cancer patients separated into
groups, each receiving a different dose level of GCS-100. Assuming the results
of these dose escalation trials support an expanded Phase II/III pivotal
clinical trial for pancreatic cancer, the Company intends to initiate such a
trial in 2003/2004. In connection with this trial the Company intends to seek
fast track designation from the FDA which would enable the Company to seek
accelerated approval for GCS-100 for the treatment of pancreatic cancer.
GCS-100, whether delivered intravenously or by other methods, may not prove
effective in reducing or eliminating the spread of cancer in humans, be safe at
higher doses or be granted accelerated or other approvals by the FDA.

On September 19, 2001, we announced that we entered into a sponsored research
agreement with the Massachusetts Institute of Technology (MIT). The research
conducted by MIT will focus on an expanded analysis of GCS-100 and
identification of other compounds with promising biochemical and pharmaceutical
activity.

The estimated amount expended by the Company during the three month period
ending March 31, 2002 on Company sponsored research was $20,000, exclusive of
amounts totaling $558,000 paid to consulting companies or clinical research
organizations.

On July 10, 2001, the Company closed on a business venture with Elan
Corporation, plc, an Irish limited liability company ("Elan") and Elan
International Services, Ltd., a Bermuda exempted limited liability company
("EIS"). As part of the transaction, EIS and the Company founded a Bermuda
exempted limited liability company, SafeScience Newco, Ltd., to further advance
GCS-100. The Company owns all of the common stock and 60.2% of the non-voting
preferred shares of SafeScience Newco, Ltd. and EIS owns 39.8% of the non-voting
preferred shares of SafeScience Newco, Ltd. Of the outstanding combined common
and non-voting preferred shares of SafeScience Newco, Ltd., the Company owns
80.1% and EIS owns 19.9%. Elan and the Company entered into license agreements
under which the Company licensed to SafeScience Newco, Ltd. its intellectual
property related to GCS-100 for use in the field of oncology and Elan licensed
to SafeScience Newco, Ltd. proprietary oral drug technology.

As part of the transaction, EIS also purchased 2,700,000 shares of the Company's
common stock, 1,116.79 shares of the Company's Series C Non-Voting Preferred
Stock ("Series C Stock") convertible into 1,116,790 shares of common stock after
two years and a five-year warrant to purchase 381,679 shares of common stock at
an exercise price of $2.43 per share for an aggregate purchase price of
$5,000,000. EIS also acquired by means of a cross receipt in the amount of
$12,015,000 shares of the Company's Series A Convertible Exchangeable Non-Voting
Preferred Stock ("Series A Stock"). The Series A Stock bears a 7% dividend
payable-in-kind. The Series A Stock is exchangeable at the option of EIS at any
time for all of the preferred stock of SafeScience Newco, Ltd. held by the
Company which, if exchanged, would give EIS 50% ownership of the fully diluted
equity in SafeScience Newco, Ltd. The Series A Stock shall be redeemed by the
Company, if still outstanding on July 10, 2007 at its option for either cash,
shares of common stock, or shares of common stock and a warrant to purchase
common stock with a fair market value equal to the redemption price. The Company
acquired by means of the cross receipt in the amount of $12,015,000 its equity
interest in SafeScience Newco, Ltd. Consequently, the value assigned to the
Company's investment in SafeScience Newco, Ltd. is the same as the value of the
Series A Stock issued, which was approximately $12,015,000.

EIS and the Company may fund SafeScience Newco, Ltd.'s research and development
according to their respective equity holdings in SafeScience Newco, Ltd. Subject
to mutual agreement, EIS may purchase from the Company up to $9.612 million of
Series B

                                                                         Page 23

<PAGE>

Convertible Preferred Stock, which bears a 7% dividend payable-in-kind and is
convertible into common stock. EIS acquired $1.47 million of the Company's
Series B Preferred Stock, constituting 862.76047 shares, on December 31, 2001
and acquired $1.02 million of the Company's Series B preferred stock
constituting 599.84706 shares, on May 7, 2002.

The Company has retained Beardsworth Consulting Group, a full service contract
research organization to support two projects: a Phase I dose escalation trial,
and database transfer/management for the recently completed Phase II(a) trials.
They will provide clinical research management, study monitoring, data
management and medical writing. The costs for both efforts is estimated to be
approximately $1,228,000 and be paid out over the next 9-12 months. In addition,
the costs associated with the Phase I dose escalation trial currently being
conducted at Sharp Clinical Oncology Research Memorial Hospital ("Sharp") is
estimated to cost approximately $545,000 to be paid to Sharp over the next 9-12
months.

Pipeline Development

In addition to expanding the clinical trial program for GCS-100, we will devote
resources to building a pipeline of drug candidates. Our research efforts will
focus on three initiatives: licensing new technologies from outside sources,
exploring the therapeutic potential of existing compounds in diseases other than
their original indication, and evaluating existing technologies currently
in-house. Priority will be given to drug candidates that provide therapeutic
activity in diseases that are life threatening or debilitating, have an unmet
medical need and for which Phase I/II clinical trails can be initiated in a
relatively short period of time.

We are critically evaluating all data in connection with CAN-296 and its market
potential in relation to our long term product focus on life threatening or
debilitating disease where there is an unmet medical need.

The Company is currently evaluating three new external programs of drug
candidates based on carbohydrate and related technology. As a result of this
process, we are seeking to add at least one new compound to our pre-clinical
development program during the next 12 months and may add one compound to our
clinical program during the next 12 to 18 months.

SafeScience Products, Inc.

Historically, SafeScience Products developed agriculture products and developed,
marketed and distributed chemically safe consumer and commercial products.

In the agricultural area, SafeScience Products has developed and/or licensed
products that include a Federal EPA-approved plant defense booster (Elexa) for
application to crops and other plants against certain fungal diseases. An
additional insecticidal product (Bb447) is being tested and developed against
both indoor and outdoor insect pests.

On February 15, 2001, the Company received notice of unconditional registration
from the United States Environmental Protection Agency's Office of Pesticide
Programs, Biopesticides and Pollution Prevention Division for its Elexa(R)4
Plant Defense Booster. Elexa(R)4 is an effective non-toxic treatment that works
by stimulating the plant's own natural defense system to defend against fungal
diseases, such as powdery mildew and Botrytis, or gray mold, on grapes and
strawberries and powdery mildew on other crops, ornamental plants and flowers.
On June 8, 2001, conditional registration by the State of California's
Department of Pesticide Regulation was received for use as a plant defense
booster for application against various strains of powdery mildew disease on
grapes, strawberries, and greenhouse and nursery roses. In addition to
California, the state with the largest potential market, Elexa has received
registration in 13 other states, including New York. Modest resources, primarily
devoted to conducting field trials and maintaining product value, have been
allocated

                                                                         Page 24

<PAGE>

to our agricultural products business while the Company seeks alternatives,
including its sale.

On February 23, 2001 the Company announced the discontinuation of its consumer
and commercial operations. The Company estimated that the cost of disposing of
the business assets and the expenses incurred during the phase-out period were
$2,283,200. Estimated reductions in the assets and expenses were as follows:

   Accounts receivable                                      $  100,000
   Inventory                                                   555,720
   Barter credits                                              263,880
   Machinery & equipment                                        41,919
   Leasehold improvements                                        2,978
   Provision for loss on operations 2000                       785,503
   Provision for loss on operations 2001                       533,200
                                                            ----------
         Total                                              $2,283,200
                                                            ==========
Manufacturing; Source of Materials

We have established manufacturing relationships with three firms, two of which
are involved in the production of GCS-100 and one that is involved in the
production of Elexa. The Company believes its current relationships will provide
the capability to meet our anticipated requirements for GCS-100 and Elexa for
the foreseeable future. We audit our contract-manufacturing firms for process
suitability, cGMP compliance and for the capacity to scale-up production in the
event that larger quantities of product are needed.

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

Nonetheless, the Company does not have long term arrangements with its
manufacturing associates and the Company's operations could be disrupted if the
current manufacturers would have to be replaced.

Results of Operations: Three months ended March 31, 2002 versus March 31, 2001

Critical Accounting Policies

In December 2001, the SEC requested that reporting companies discuss their most
"critical accounting policies" in Management's Discussion and Analysis of
Financial Condition and Results of Operations. The SEC indicated that a
"critical accounting policy" is one that is important to the portrayal of a
company's financial condition and operating results and requires 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.

We have identified the policies below as critical to our business operations and
the understanding of our results of operations. The impact and any associated
risks related to these policies on our business operations is discussed
throughout Management's Discussion and Analysis of Financial Condition and
Results of Operations where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see Notes 1, 4 and 6 in the Notes to the Unaudited
Consolidated Financial Statements of this Quarterly Report on Form 10-Q. The
Company's preparation of this Quarterly Report on Form 10-Q requires it to make
estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of its
financial statements, and assurance that actual results will not differ from
those estimates.

In July 2001, the Securities and Exchange Commission issued an SEC Staff
Announcement which was codified as EITF Topic No. D-98, "Classification and
Measurement of Redeemable Securities". Topic No. D-98 provides additional
guidance for determining

                                                                         Page 25

<PAGE>

when an equity security is redeemable at the option of the holder or upon the
occurrence of an event that is solely within the control of the issuer.

During the fiscal quarter ended December 31, 2001, we adopted Topic No. D-98.
Our Series A, B and C Preferred shares contained provisions for redemption in
cash in the event that a change in control of the Company were to occur without
prior approval by our Board of Directors. As discussed in Note 7 in the Notes to
the Unaudited Consolidated Financial Statements of this Quarterly Report on Form
10-Q, we have negotiated with the holders of these shares to amend those
provisions requiring the event to be subject to approval of our Board of
Directors. The Company believes that these amended provisions permit the Company
to restore the full value to stockholders' equity.

In August 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets. This
Statement supercedes FASB Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the
accounting and reporting provisions of Accounting Principles Board (APB) Opinion
No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions. Under this Statement, it is required that one
accounting model be used for long-lived assets to be disposed of by sale,
whether previously held and used or newly acquired, and it broadens the
presentation of discontinued operations to include more disposal transactions.
The provisions of this Statement are effective for financial statements issued
for fiscal years beginning after December 15, 2001, and interim periods within
those fiscal years, with early adoption permitted. The Company does not expect
the adoption of this Statement to have a material impact on its financial
position or results of operations.

Discontinued Operations

On November 15, 2000, the Company engaged a merchant bank to explore
alternatives including sale or other disposition of the Company's consumer,
commercial and agriculture business areas. The Company terminated operations of
the consumer and commercial product business areas on February 23, 2001 and
began the process of liquidating all assets and liabilities pertaining to those
operations.

Accordingly, the Company has treated its consumer and commercial products
operations as a discontinued operation in accordance with APB Opinion No. 30 and
has reclassified its financial statements to reflect this treatment. For the
year ended December 31, 2000, the Company recorded a reserve in the amount of
$1,750,000 which includes approximately $983,000 to reduce the carrying value of
assets to their estimated liquidation value and a liability of approximately
$767,000 to accrue for the cost of closing the operations.

The net losses of these operations prior to March 31, 2001 are included in the
statements of operations under discontinued operations. Revenues from such
operations were $0 and $1,354,898 for the years ended December 31, 2001 and
2000, respectively.

                                                    Years Ended December 31,
                                                      2001           2000
                                                      ----           ----
Revenues                                                   --    $ 1,354,898
Cost of goods sold                                $   186,629      1,229,508
                                                  -----------    -----------
Gross margin                                         (186,629)       125,390
                                                  -----------    -----------
Marketing                                                  --      3,566,900
General and administrative                            346,571             --
Research and development                                   --        297,657
                                                  -----------    -----------
Total expenses                                        346,571      3,864,557
                                                  -----------    -----------
Operating loss                                       (533,200)    (3,739,167)
                                                  -----------    -----------
Provision                                                  --     (1,750,000)
                                                  -----------    -----------
Loss on discontinued operations                   $  (533,200)   $(5,489,167)
                                                  ===========    ===========

The loss on discontinued operations reflected in the statement of income
includes all the income statement accounts, write-down of the assets to estimate
net realizable

                                                                         Page 26

<PAGE>

values associated with the consumer products and commercial products business
and the estimated costs of discontinuing these operations.

We had a net loss attributable to common stockholders of $2,890,385 for the
three months ended March 31, 2002 versus a net loss of $3,055,102 for the three
months ended March 31, 2001. The net loss for the three months ended March 31,
2002 included $931,010 for an adjustment for Equity in loss of SafeScience
Newco, and $239,674 for dividends accreted on our Series A and Series B
preferred stock.

Our total research and development expenses for the three months ended March 31,
2002 are the sum of expenses reported in two lines in the Consolidated
Statements of Operations: (1) Research and Development ("R&D"), and (2) Equity
in loss of SafeScience Newco, Ltd.

Our expenses related to the development of GCS-100 incurred during the first
quarter of fiscal 2002 were $1,880,442. In July 2001, GlycoGenesys, Inc.
transferred its rights to GCS-100 in the field of oncology to SafeScience Newco,
Ltd. ("SafeScience Newco"). Amounts for expenses incurred and work performed by
GlycoGenesys, Inc. on behalf of SafeScience Newco for GCS-100 are billed to
SafeScience Newco, netted against R&D expenses and flow through "Equity in loss
of SafeScience Newco." For the three months ended March 31, 2002 our Equity in
loss of SafeScience Newco was $931,010, representing 80.1% of the $1,162,309
total expenses of SafeScience Newco made up of $1,068,832 in research and
development charges incurred by the Company billed to SafeScience Newco, $68,000
of our allowable overhead charges, and $25,477 representing our portion of other
SafeScience Newco expenses, respectively.

We incurred research and development expenses of $795,000 related to license
fees paid to Wayne State University and non-cash research and development
expenses of $272,000 in connection with warrants issued to Wayne State
University to purchase common stock which vested during the quarter which
combined increased $591,000 from the three month period last year. Cost of
managing our clinical trials decreased approximately $275,000 during the three
months ended March 31, 2002 compared to 2001, primarily due to completion of the
field work on both the colorectal and pancreatic trials. Drug production costs
decreased approximately $200,000 as well. Expenses relating to clinical
professional services increased approximately $70,000. Sponsored research
increased from $0 to $20,000, or 100%, during the three months ended March 31,
2002 due to our new relationship with MIT.

Research and development expenses for Elexa-4 and Bb-447, our agricultural
compounds, decreased from $95,000 for the three months ended March 31, 2001 to
$61,000 for the three months ended March 31, 2002 reflecting primarily a
reduction in consulting and field trial costs. This decrease reflects the
Company's de-emphasis of its agricultural products. We have engaged an
investment advisor to assist in the sale or other disposition of these products.
We expect future expenditures to be commensurate with current levels.

The Company is actively seeking to expand its product pipeline under
development. These new product candidates will either be developed jointly or
licensed by the Company. The cost related to the development of new product
candidates is projected to be in the range of $500,000-$1,000,000 during the
twelve months ended December 31, 2002 although it could be higher.

Total research and development expenses for the three months ended March 31,
2002 were $1,941,089, the sum of the $1,010,799 recorded in R&D and $931,010,
our portion of the Equity in Loss of SafeScience Newco, Ltd. attributable to
research and development expenses on behalf of SafeScience Newco in connection
with the development of GCS-100 in the field of oncology.

Research and development expenses thus increased from $1,742,095 for the three
months ended March 31, 2001, to $1,941,089 for the three months ended March 31,
2002, an increase of $198,994, or 11.4%. Of this, expenses associated with the
development of GCS-100 increased approximately $235,000 partially offset by the
reduction in

                                                                         Page 27

<PAGE>

agriculture related expenses.

General and administrative expenses decreased from $1,330,761 for the three
months ended March 31, 2001, to $735,852 for the three months ended March 31,
2002, a decrease of $594,909, or 44.7%. This decrease is primarily attributable
to reductions of non-cash compensation costs of $124,000 related to issuance of
stock options to employees, payroll and related benefits expense of $136,000,
reduced expenditures for professional services of $129,000, and expenses billed
to SafeScience Newco, Ltd. in the amount of $68,000 under the terms of the joint
venture agreement, 80.1% of which is included in the "Loss in Equity of
SafeScience Newco Ltd."

Interest income increased from $27,503 for the three months ended March 31,
2001, to $27,823 for the three months ended March 31, 2002, an increase of $320,
or 1.1%. This increase is attributable to an increase in cash available for
temporary investment.

The loss in equity of SafeScience Newco, Ltd. is attributable to the write off
of 80.1% of the $1,162,309 of expenses billed to SafeScience Newco, Ltd. during
the quarter ended March 31, 2002.

Liquidity and Capital Resources

For the three months ended March 31, 2002, the Company's operations utilized
cash of approximately $3,028,068 primarily to fund its operating loss and loss
on discontinued operations. The Company also invested $11,174 in fixed asset
purchases. The uses of cash were offset by equity financings, which resulted in
net proceeds of approximately $5,237,039 to the Company during the three months
ended March 31, 2002. We are pursuing additional funds through sales of our
securities and through potential partnering arrangements with pharmaceutical or
mature biotechnology companies.

As of March 31, 2002, the Company's accumulated deficit was approximately
$69,339,000 and as of May 15, 2002 cash balances were $9,389,306.

On July 10, 2001 the Company and EIS completed a business venture in a series of
transactions which included the purchase by EIS of $17,015,000 of the Company's
securities, of which $12,015,000 was used to license technology from Elan, and
provided future funding, subject to conditions, for the Company's portion of the
research and development costs of GCS-100 in the field of oncology in the amount
of $9,612,000. EIS purchased $1.47 and $1.02 million of the Company's Series B
Preferred Stock, constituting 862.76047 and 599.84706 shares, respectively, on
December 31, 2001 and May 7, 2002.

The Company's future is dependent upon its ability to obtain financing to fund
its operations. The Company expects to incur substantial additional operating
costs, including costs related to ongoing research and development activities,
preclinical studies and clinical trials. The Company believes that its existing
funds will be sufficient to fund its operating expenses and capital requirements
as currently planned into the first quarter of 2003.

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

Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. As amended in June 1999, the statement is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000. In June 2000, the FASB issued SFAS No. 138, which is a significant
amendment to SFAS No. 133. SFAS No. 133 and its amendments establish accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively, the derivatives) and for
hedging activities. The Emerging Issues Task Force (EITF) has also issued a
number of derivative-related tentative and final

                                                                         Page 28

<PAGE>

consensuses. We do not expect the adoption of these statements to have a
material impact on our consolidated financial position or results of operations.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations" (SFAS 141),
and Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142). SFAS 141 requires that all business combinations
be accounted for under a single method - the purchase method. Use of the
pooling-of-interest method is no longer permitted. SFAS 141 requires that the
purchase method be used for all business combinations initiated after June 30,
2001. SFAS 142 requires, among other things, that goodwill no longer be
amortized to earnings, but instead reviewed for impairment annually.

Under SFAS 142, the amortization of goodwill ceases upon adoption of the
statement, which became effective for the Company on January 1, 2002. The
Company has no goodwill therefore anticipates no effect at the present time.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). SFAS 143 establishes accounting standards for
recognition and measurement of a liability for an asset retirement obligation
and the associated asset retirement cost. SFAS 143 requires the recognition of
the fair value of a liability for an asset retirement obligation in the period
in which it is incurred if a reasonable estimate of fair value can be made. If a
reasonable estimate of fair value cannot be made in the period the asset
retirement obligation is incurred, the liability shall be recognized when a
reasonable estimate of fair value can be made. The fair value of a liability for
an asset retirement obligation is the amount at which that liability could be
settled in a current transaction between willing parties, that is, other than in
a forced or liquidation transaction. SFAS 143 is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The provisions
of SFAS 143 will become effective for the Company on January 1, 2003. The
effects of adopting this standard have not been determined.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS 144). SFAS 144 establishes a
"primary-asset" approach to determine the cash flow estimation period for a
group of assets and liabilities that represents the unit of accounting for a
long-lived asset to be held and used. SFAS 144 requires that a long-lived asset
to be (1) abandoned, (2) exchanged for a similar productive asset, or (3)
distributed to owners in a spin-off be considered held and used until it is
abandoned, exchanged, or distributed. SFAS 144 requires (1) that spin-offs and
exchanges of similar productive assets to be recorded at the lower of carrying
value or fair value, and that such assets be classified as held and used until
disposed of and (2) that any impairment loss resulting from a spin-off or
exchange of similar productive assets be recognized when the asset is disposed
of. The provisions of SFAS 144 became effective for the Company on January 1,
2002. The Company has not been affected by the adoption of this standard.

Market Risk

The Company is not exposed to significant market risk related to changes in
currency exchange rates as measured against the U.S. dollar. As of March 31,
2002, the Company has evaluated its risk and determined that any exposure to
currency exchange is not significant to the Company's overall consolidated
financial results. There can be no assurance that the Company's exposure will
remain at these levels, especially in the event of significant and sudden
fluctuations in the value of local currencies. The Company does not use
derivative financial instruments for speculative or trading purposes.

Interest Rate Sensitivity

The Company is exposed to market risk related to changes in interest rates which
could positively or negatively affect results of operations. The Company
maintains short-term investments in an overnight money market account comprised
of U.S. treasury bills. If market interest rates were to increase immediately
and uniformly

                                                                         Page 29

<PAGE>

by 10% from levels that existed at March 31, 2002, the fair value of the
portfolio would decline 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 eight years ago and began to generate revenue
only in the second quarter of 1999. Through December 31, 2000, we generated only
$2,723,000 from product sales. On February 23, 2001, we announced the
discontinuation of our consumer and commercial product business from which all
of our revenues to date have been generated. We do not expect to generate
product revenue for several years, if at all. We will not generate funds on an
ongoing basis unless we receive current payments with respect to the sale of
these 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 or agricultural products. We have incurred an estimated $69.3
million of losses since our inception, including $23.1 million for the year
ended December 31, 2001 and $2.9 million for the three months ended March 31,
2002. Extensive losses can be expected to continue for the foreseeable future.

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

     The Company believes that its existing funds will be sufficient to fund its
operating expenses and capital requirements into the first quarter of 2003. The
Company intends to raise additional debt and/or equity financing. We may receive
approximately $8.9 million of additional funds from Elan International Services,
Ltd. ("EIS") for the development of GCS-100 pursuant to our agreement with EIS.
However, we and EIS must agree on a quarterly basis on the business plan for
SafeScience Newco, Ltd. in order to receive additional capital from EIS. The
Company's future is dependent upon its ability to obtain additional financing to
fund its operations. The Company expects to incur substantial additional
operating costs, including costs related to ongoing research and development
activities, preclinical studies and clinical trials. We may also seek funds in
conjunction with the in-licensing of additional biopharmaceutical products where
we acquire in licenses and development funds for our securities. Additional
equity financing may result in dilution to our shareholders. If the market price
of our common stock declines, some potential investors may either refuse to
offer us any financing or will offer additional financing at unacceptable rates
or unfavorable terms. If we are unable to obtain financing necessary to fund our
operations, we may have to sell or liquidate GlycoGenesys.

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. The Company owns, or is the exclusive licensee of,
all of its intellectual property. This intellectual property includes eight
issued US patents which have expiration dates ranging from 2013 to 2018; three
of these eight patents relate directly to GCS-100. The intellectual property
also includes three foreign patents having expiration dates ranging from 2016 to
2017. Two of these three foreign patents relate directly to GCS-100. The
Company's intellectual property further includes eight pending US patent
applications, of which six directly relate to GCS-100; and 28 pending foreign
patent applications of which 15 relate directly to

                                                                         Page 30

<PAGE>

GCS-100. We continually evaluate our technology to determine whether to make
further patent filings.

     To the extent aspects of our technology may be unpatentable or we determine
to maintain such technology as trade secrets, we 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 our technology 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. 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 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 our 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 two monthly payments of approximately $76,000 each in
June and July 2002, plus an additional $339,000 paid on May 15, 2002, pay 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 starting this year. To maintain
our joint venture's license with Elan for its oral drug delivery technology we
do not have material obligations other than royalty payments, if any, which
shall be determined by SafeScience Newco prior to commercialization of GCS-100.

     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
availability 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.

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     We do not maintain our own laboratories and employ five scientific
personnel. We contract out research and development operations, utilizing third
party contract manufacturers to supply clinical grade material and third party
contract research organizations, to perform pre-clinical and/or clinical studies
in accordance with our designed protocols, as well as sponsoring research at
several medical and academic centers, such as MIT and Wayne State University. 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.

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

     While we have more than one product in development, we do not have a wide
array of products which we are developing. 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, GlycoGenesys will be materially adversely
affected.

THE DEVELOPMENT OF GCS-100 IS NOT IN OUR EXCLUSIVE CONTROL AND IS JOINTLY
DETERMINED WITH ELAN AND EIS.

     We are developing GCS-100 through collaboration with Elan and EIS.
SafeScience Newco, Ltd. is a company that we formed and jointly own with EIS to
develop GCS-100 in the field of oncology. We own 80.1% and EIS owns 19.9% of
SafeScience Newco, Ltd. Despite our majority ownership of SafeScience Newco,
Ltd., we do not fully control the development activities regarding GCS-100,
because we need consent of EIS for material development decisions regarding
GCS-100. As a result, development of GCS-100 will depend on our ability to
negotiate development issues with EIS.

OUR ECONOMIC INTEREST IN GCS-100 WILL BE REDUCED IF EIS EXERCISES ITS RIGHTS TO
ACQUIRE A 50% INTEREST IN SAFESCIENCE NEWCO LTD.

     EIS has the right to exchange our Series A convertible exchangeable
preferred stock it owns for all of the convertible preferred securities we own
of SafeScience Newco, Ltd. at any time until July 10, 2007, which would give EIS
a 50% ownership interest in SafeScience Newco, Ltd. If EIS exercises this right,
our ownership in SafeScience Newco, Ltd. will be reduced to 50% from its current
80.1%, which would reduce our economic interest in GCS-100.

IF OUR AGRICULTURE PRODUCTS ARE NOT ACCEPTED BY THE AGRICULTURAL COMMUNITY OUR
BUSINESS WILL SUFFER.

     Our focus is primarily pharmaceuticals and to a lesser extent agricultural
products. Although we currently do not market any 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 to gain such acceptance.

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.

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     We do not presently have our own manufacturing operations, nor do we intend
to establish any unless and until in the opinion of our management, the size and
scope of our business so warrants. While we have established manufacturing
relationships with two contract manufacturing firms involved in the production
of GCS-100 and one contract manufacturing firm involved in the production of
Elexa 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. Therefore, 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. If our manufacturers are unable or unwilling to
continue manufacturing our products in required volumes, we will have to
identify acceptable alternative manufacturers. The use of a new manufacturer may
cause significant 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
AND TECHNOLOGIES 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 approximately 402 new drug
candidates in development to treat various types of cancer. This research is
being conducted by 170 pharmaceutical and biotechnology companies and the
National Cancer Institute (NCI). We have conducted two Phase I clinical trials,
the first enrolled late stage patients with differing types of cancer and the
second enrolled patients with late stage prostate cancer. We also conducted and
completed two Phase II(a) clinical trials, one in patients with refractory or
relapsing pancreatic cancer and the other in refractory or relapsing colorectal
cancer. Published surveys indicate that, including GCS-100, approximately
twenty-six drugs are in various stages of clinical trial development for
pancreatic cancer and fifty five drugs in various stages of clinical trial
development for colorectal cancer. Our current clinical trial plan is to pursue
pancreatic cancer as a lead indication and we are planning to conduct a Phase
II/III pivotal trial in 2003/2004.

     There are approximately ten drugs currently having completed or in Phase
III clinical trial development, ten drugs in Phase II and six drugs in Phase I
for pancreatic cancer. Competitors may receive approval before us for competing
pancreatic cancer drugs, including without limitation the following drugs which
have completed Phase III trials: Imclone and Bristol Meyer's Erbitux;
Pharmacia's Camptosar; Snaofi-Synthelabo's tirapazamine; Aphton and Aventis
Pasteur's anti-gastrin therapeutic vaccine; Genentech's Herceptin (already
approved for breast cancer); MGI Pharma's Irofulven; Supergens' Mitoextra and
rubiteacan, Janssen Pharmaceuticals' R115777 and Lorus Therapeutics' Virulizin.
In addition, GCS-100, if

                                                                         Page 33

<PAGE>

it receives FDA approval, will face competition from existing cancer drugs
approved for pancreatic cancer. These drugs are flourouacil (5- FU) and Eli
Lilly's gemcitabine (Gemzar). Combination studies utilizing new drug candidates
and Gemzar are ongoing and combination therapies of new drug candidates and
Gemzar may present future competition.

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 products 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 manufacture, distribution 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 for 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 product. By
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. 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 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%.

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

     Our ability to successfully sell 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 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 healthcare
systems are prevalent, little if any funding may be available for new

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products, and cost containment and cost reduction efforts can be more pronounced
than in the United States.

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. We may hire additional clinical operations
personnel in the future. Competition for such personnel is intense and we may
not be able to retain existing personnel or attract qualified employees in the
future. Our limited drug pipeline and small size make it more difficult to
compete for such personnel against larger, more diversified companies. At
present, we employ approximately 12 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 a director, John
W. Burns, our Senior Vice President and Chief Financial Officer and Brian G.R.
Hughes, Chairman of the Board 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 SUCCESSFUL SUIT AGAINST US, OUR BUSINESS COULD BE SEVERELY HARMED.

            The testing, marketing and sale of agricultural and pharmaceutical
products entails a risk of product liability claims by consumers and others. 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 suit is unsuccessful, our reputation could be damaged and
litigation costs and expenditure 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 AND OTHERS, WHICH WILL CAUSE DILUTION OF YOUR INTEREST IN US.

            As of March 31, 2002, there are outstanding options to purchase
1,547,042 shares of common stock, at a weighted average exercise price of $4.71
per share and outstanding warrants to purchase 11,345,065 shares of common stock
at a weighted average exercise price of $2.23 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 the
purchasers of the current shareholders.

            In July 2001, in connection with a business venture and financing
transaction, we sold to EIS 1,116.79 shares of our Series C convertible
non-voting preferred stock, 4,944.44 shares of our Series A convertible
exchangeable non-voting preferred stock and a warrant to purchase 381,679 shares
of our common stock. In December 2001 and May 2002, we sold 862.70647 and
599.84706 shares, respectively, of our Series B convertible non-voting preferred
stock to EIS. Each share of our Series A preferred stock and Series C preferred
stock is presently convertible after July 10, 2003 into 1,000 shares of our
common stock. Each share of our Series B preferred stock is presently
convertible two years after issuance into 1,000 shares of our common stock. The
Series A preferred stock and the Series B preferred stock each bear a 7%
dividend payable in Series A preferred stock and Series B preferred stock,
respectively, 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 8,502,668 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 A and Series B preferred stock. This amount of shares represents 22.9% 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-

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<PAGE>

voting securities instead of common stock. In addition, we may elect to sell to
EIS, subject to its agreement, up to an additional 4,191.56412 shares of our
Series B convertible non-voting preferred stock in the future at a price per
share of $1,700. Upon conversion, a total of an additional 4,191,564 shares of
common stock would be issued to EIS assuming the purchase of all the remaining
Series B preferred stock, but not including any dividends to be issued on the
Series B preferred stock. Thus, we could potentially issue a total of 12,694,232
shares of our common stock to EIS, assuming the exercise of all warrants and
conversion of all Series A, Series B and Series C preferred stock outstanding or
that may be sold to EIS in the future, but excluding any dividends to be issued
on the Series A and Series B preferred stock. This amount of shares represents
34.2% of our currently outstanding common stock.

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

            Our common stock could be delisted from The Nasdaq Stock Market for
the following reasons:

            .   if the bid price of our common stock falls below $1.00 per share
                   for thirty (30) consecutive business days; or
            .   if our market capitalization falls below $35 million and we have
                   less than (A) $2,000,000 in net tangible assets (total assets
                   less total liabilities and goodwill) or (B) $2,500,000 in
                   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.

            On November 1, 2002, the $2,000,000 net tangible assets test will no
longer be a listing requirement and will be replaced by the requirement to have
no less than $2,500,000 in equity. There are other quantitative and qualitative
criteria of the Nasdaq SmallCap Market which if violated could lead to delisting
of our common stock.

            On June 6, 2001, we received a letter from The Nasdaq Stock Market
notifying us that the staff had determined that we did not comply with the
minimum standards for continued listing. On July 13, 2001, we filed a current
Report on Form 8-K/A containing our unaudited May 31, 2001 balance sheet on a
pro forma basis reflecting the closing of the transaction with Elan and EIS. On
July 16, 2001, we were notified by Nasdaq that they deemed us to be in
compliance with the net tangible assets/market capitalization/net income
requirement and all other requirements necessary for continued listing on the
Nasdaq SmallCap Market. However, 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 not been below $1.00 for a thirty day period. However,
the closing bid price has been below $1.00 for 21 days ending on April 30, 2001
and as recently as October 2001 for a five day period ending on October 26,
2001. Our market capitalization is above $35 million as of April 2, 2002 but has
been below $35 million as recently as December 2001. Our net tangible assets and
equity as reported in the unaudited financial statements are approximately
negative $6.3 million as of March 31, 2002 while our market capitalization is
above $35 million.

            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 sheets." 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

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purchasers of "penny stock" be accredited investors which would reduce the
number of investors that 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.

            Approximately 24,156,258 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.
Restricted securities can be sold, under certain circumstances, without any
quantity limitation, by persons who are not affiliates of GlycoGenesys and who
have beneficially owned the shares for a minimum period of two years. The
Company has filed a registration statement on Form S-3, which is not yet
effective, with respect to 7,233,266 outstanding shares of the approximately
24,156,258 restricted securities, as well as with respect to shares issuable
upon the exercise of warrants. In addition, the Company has seven S-3
Registration Statements which are currently effective.

            The sale of these restricted shares and the registered shares 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, one of whom is an executive officer of GlycoGenesys, own
approximately 9.6% collectively of the outstanding shares of common stock. One
of the conditions of the transactions between us, Elan and EIS requires that we
expand our board of directors to six members on the next regularly scheduled
stockholders' meeting at which time EIS may appoint one director. EIS has
currently decided not to appoint a director at the next regularly scheduled
stockholders' meeting, but may choose to do so in the future. If EIS appoints a
director, members of the board of directors and their affiliates shall own
approximately 18.5% of the 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 were to
have converted or exercised all of our securities held by it, the members of our
board of directors and their affiliates would own approximately 33.7% 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. This percentage
would increase if we were to sell additional shares of our Series B preferred
stock to EIS. 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 March 31, 2002, our common stock has traded at prices ranging from $0.55
to $2.43 per share.

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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 biotech 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 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.

Part II - Other Information

Item 2. Changes in Securities

(a)   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, 2002.

      During the first quarter of 2002, the Company raised $5,650,666 in a
private placement offering of common stock whereby 3,008,608 shares were sold at
a weighted average price of $1.88 per share, as well as warrants to purchase
2,256,457 shares each at a weighted average price of $2.25 per share exercisable
for five years, and warrants to purchase 903,243 shares at $0.01 per share. Net
proceeds of this offering were $5,237,039. As part of this issuance, Elan
International Services, Ltd. purchased 597,205 shares at $1.79, pursuant to
their pre-emptive rights, as well as warrants to purchase 447,904 shares and
149,301 shares at a price of $2.15 and $0.01, respectively, exercisable for five
years.

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

(a) Exhibits

      4.1   Certificate of Amendment to the Certificate of Designations,
            Preferences and Rights of Series A Preferred Stock, Series B
            Preferred Stock and Series C Preferred Stock of the Company filed on
            April 19, 2002.

(b) Reports on Form 8-K.

On January 9, 2002, the Company filed a Current Report on Form 8-K to report its
issuance of 862.76047 shares of its Series B preferred stock to Elan
International Services, Ltd., and the Company's funding of research and
development work by SafeScience Newco Ltd.

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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 20th day of May 2002.

      GLYCOGENESYS, INC.
      (the "Registrant")



      BY: /s/ Bradley J. Carver
          -----------------------------------------------------
          Bradley J. Carver, CEO, President, Treasurer, and a member of the
          Board of Directors



      BY: /s/ John W. Burns
          -----------------------------------------------------
          John W. Burns, Senior Vice President, CFO & Secretary



      BY: /s/ Patrick J. Joyce
          -----------------------------------------------------
          Patrick J. Joyce, Controller, Principal Accounting Officer

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