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, 2000.

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

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

                                SAFESCIENCE, INC.
             (Exact name of 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.

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 April 30, 2000 was 17,593,102 shares.


<PAGE>


                                SAFESCIENCE, INC.




                                      INDEX

                                                                            Page

Part I - Financial Information

     Item 1.      Financial Statements

                  Consolidated Balance Sheets as of March 31, 2000
                    and December 31, 1999 (Unaudited) ..................    2

                  Consolidated Statements of Operations
                    for the Three Months Ended March 31, 2000
                    and 1999 (Unaudited)................................    3

                  Consolidated Statements of Cash Flows
                    for the Three Months Ended March 31, 2000
                    and 1999 (Unaudited)................................    4

                  Notes to Unaudited Consolidated Financial Statements..  5-11

     Item 2.      Management's Discussion and Analysis of
                    Financial Condition and Results of Operations.......  12-23

Part II - Other Information

     Item 2.      Changes in Securities and Use of Proceeds............    24

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

Signatures..............................................................   26


                                       1

<PAGE>





<TABLE>


                                SAFESCIENCE, INC.

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                                   (Unaudited)
<CAPTION>

                                     ASSETS
                                                                                   March 31,          December 31,
                                                                                     2000                 1999
                                                                              ------------------------------------------
<S>                                                                                     <C>                   <C>
Current assets:
    Cash and cash equivalents                                                           9,690,940             3,377,067
    Accounts receivable, net of allowances of approximately
       $ 68,000 at March 31, 2000 and $43,000 at December 31, 1999                        310,598                95,222
    Inventory                                                                             478,639               356,211
    Prepaid expenses, trade credits and other current assets                              605,654               538,823
                                                                              ------------------------------------------
          Total current assets                                                         11,085,831             4,367,323
                                                                              ------------------------------------------

Property and equipment, at cost
    Computer,office and laboratory equipment                                              486,673               470,614
    Furniture, fixtures and leasehold improvements                                        217,970               210,274
    Motor vehicles                                                                         46,100                46,100
                                                                              ------------------------------------------
                                                                                          750,743               726,988
       Less-accumulated depreciation                                                    (242,097)             (207,267)
                                                                              ------------------------------------------
                                                                                          508,646               519,721
                                                                              ------------------------------------------

Other assets:
    Notes receivable - related parties (Note 6)                                           439,008               661,005
    Restricted cash                                                                       108,128               108,128
    Deposits                                                                               14,068                14,068
                                                                              ------------------------------------------

          Total other assets                                                              561,204               783,201
                                                                              ------------------------------------------

          Total assets                                                               $ 12,155,681         $   5,670,245
                                                                              ==========================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current liabilities:
    Accounts payable                                                                      726,472               484,208
    Accrued liabilities                                                                   673,619               644,945
    Deferred revenue                                                                       19,975                19,975
                                                                              ------------------------------------------
          Total current liabilities                                                     1,420,066             1,149,128
                                                                              ------------------------------------------

Stockholders' equity:
    Preferred stock, $.01 par value
      Authorized -5,000,000 shares
      issued and outstanding - None
                                                                                                -                     -
    Common stock, $.01 par value
    Authorized -100,000,000 shares
    Issued and outstanding  - 17,595,777 and 16,835,923
       shares at March 31, 2000 and  December 31, 1999, respectively                      175,958               168,359
    Additional paid-in capital                                                         43,292,056            34,388,615
    Note receivable from officer -Issuance of common stock                            (3,343,750)           (3,343,750)
    Accumulated deficit                                                              (29,388,649)          (26,692,107)
                                                                              ------------------------------------------
          Total stockholders' equity                                                   10,735,615             4,521,117
                                                                              ------------------------------------------

          Total liabilities and stockholders' equity                                 $ 12,155,681         $   5,670,245
                                                                              ==========================================
              The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

                                       2

<PAGE>

<TABLE>

                                SAFESCIENCE, INC.


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (Unaudited)
<CAPTION>


                                                       Three Months Ended March 31,
                                                 -----------------------------------------
                                                       2000                  1999
                                                 ------------------   -------------------

<S>                                                <C>                        <C>
Sales                                              $       572,551            $        -

Cost of goods sold
                                                           458,374                     -
                                                 ----------------------------------------

    Gross profit
                                                           114,177                     -
                                                 ----------------------------------------

Operating expenses:
    General and administrative                           1,275,215             1,390,283
    Sales and marketing                                    860,912               414,537
    Research and development                               662,941               399,461
                                                 ----------------------------------------
      Total operating expenses                           2,799,068             2,204,281
                                                 ----------------------------------------

Operating loss                                          (2,684,891)           (2,204,281)
                                                 ----------------------------------------

Other income (expense):
    Other expense                                          (32,710)               (1,417)
    Interest income                                         21,059                32,353
                                                 ----------------------------------------
         Total other income (expense)                      (11,651)               30,936
                                                 ----------------------------------------

Net loss                                                (2,696,542)           (2,173,345)
                                                 ========================================

Basic and diluted net loss per common share                 $(0.16)               $(0.15)
                                                 ========================================

Weighted average number of common
    shares outstanding                                  17,143,728            14,762,172
                                                 ========================================










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

</TABLE>

                                       3
<PAGE>


<TABLE>

                                SAFESCIENCE, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (Unaudited)
<CAPTION>

                                                                                   Three Months Ended March 31,
                                                                              ----------------------------------------
                                                                                     2000                  1999
                                                                              -------------------     ----------------
<S>                                                                                  <C>                  <C>
Cash flows from operating activities:
   Net loss                                                                          (2,696,542)          (2,173,345)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Operating expenses paid in common
       stock and options
                                                                                         405,611              655,206
     Depreciation and amortization
                                                                                          34,830               22,288
     Changes in assets and liabilities:
          Accounts receivable                                                          (215,376)                   -
          Inventory                                                                    (122,428)            (270,920)
          Prepaid expenses and other current assets                                     (66,831)             (20,490)
          Accounts payable                                                               242,264             159,776
          Accrued liabilities
                                                                                          28,674              381,452
                                                                              ----------------------------------------
            Net cash used in operating activities                                    (2,389,798)          (1,246,033)
                                                                              ----------------------------------------

Cash flows from investing activities:
   Purchase of property and equipment                                                   (23,755)            (104,773)
   Repayment of loans to related parties, net
                                                                                          21,997                  321
   Deposits paid, net
                                                                                               -             (11,370)
                                                                              ----------------------------------------
            Net cash provided by (used in) investing activities                                             (115,822)
                                                                                         198,242
                                                                              ----------------------------------------


Cash flows from financing activities:
   Payments on obligations under capital lease
                                                                                               -              (1,144)
   Proceeds from sale of common stock, net of issuance costs                           8,505,000            5,834,795
   Proceeds from exercise of common stock options
                                                                                             429                    -
                                                                              ----------------------------------------
        Net cash provided by financing activities                                      8,505,429            5,833,651
                                                                              ----------------------------------------

Net increase in cash and cash equivalents                                              6,313,873            4,471,796

Cash and cash equivalents, beginning balance                                           3,377,067            3,439,408
                                                                              ----------------------------------------

Cash and cash equivalents, ending balance                                        $     9,690,940         $  7,911,204
                                                                              ========================================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

   Cash paid for interest                                                        $             -         $        110
                                                                              ========================================


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

</TABLE>

                                       4
<PAGE>




                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000


(1)  Summary of Significant Accounting Policies

(a)  Organization

SafeScience,  Inc.  (the  Company)  was  formed  in 1992  for the  research  and
development of pharmaceutical products based on carbohydrate  chemistry.  Today,
the Company has two wholly owned  subsidiaries:  International  Gene Group, Inc.
and  SafeScience  Products,  Inc.  The Company has expanded its focus to include
other  pharmaceuticals,  agricultural,  consumer  and home and garden  products.
International Gene Group, Inc. focuses on the development of  carbohydrate-based
pharmaceutical products related to two major areas of disease: cancer and fungal
infections.  SafeScience Products,  Inc. focuses on developing consumer and home
and garden,  industrial and agricultural applications for products some of which
are also based upon carbohydrate chemistries. These products are either licensed
from or  jointly  developed  with third  parties  (Note 3).  SafeScience,  Inc.,
International Gene Group, Inc. and SafeScience Products, Inc. maintain an office
in Boston, Massachusetts.

The Company was a development  stage  enterprise  from inception until the third
quarter of 1999.

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

(b)  Principles of Consolidation

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

(c)   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.  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, 1999 included in the Company's Form 10-K.

(d)   Reclassifications

Certain  prior  period  amounts have been  reclassified  to conform with current
period presentation.

(e)   Use of Estimates


                                       5

<PAGE>

                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000


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

(f)  Revenue Recognition

The Company  recognizes  revenue  related to product  sales upon shipment of the
product.  The Company  provides for  anticipated  product returns at the time of
product shipment.  Approximately $136,000 or 23.8% of the Company's revenues for
the three months  ended March 31, 2000 were  derived from a barter  transaction.
(See Note 5)


(g)  Cash and Cash Equivalents

Cash and cash equivalents at March 31, 2000 were $9,960,940 including $9,678,264
held by a single bank. Of that amount $ 8,722,079 was in an overnight investment
account,  which reinvests daily in government  securities funds and money market
funds. Restricted cash represents funds held under an irrevocable standby letter
of credit.  The letter of credit serves as a security for the Company's facility
lease. The funds are being held in an investment account.

(h)  Depreciation and Amortization

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

              Asset Classification                         Estimated Useful Life
              --------------------                         ---------------------

              Computer, office and laboratory equipment          3 - 5 years
              Furniture and fixtures                                 7 years
              Motor vehicles                               4 years

(i)  Research and Development

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


                                       6
<PAGE>

                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000

(j)  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, 2000 and 1999 excluded
the potential  common  shares from  warrants and stock options  because to do so
would be  antidulitive  for the  periods  presented.  At March 31, 2000 and 1999
there  are  259,754  and  650,385  warrants  outstanding,  respectively,  with a
weighted average exercise price of $14.37 and $4.83,  respectively,  and 541,294
and 153,175 stock options  outstanding,  respectively,  with a weighted  average
exercise price of $11.24 and $4.81 respectively.

(k)  Comprehensive  Income

Effective  January  1,  1998,  the  Company  adopted  SFAS  No.  130,  Reporting
Comprehensive  Income.  SFAS No. 130  establishes  standards  for  reporting and
display of comprehensive income and its components in the financial  statements.
Comprehensive income 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  net loss is the same as net loss for all
periods presented.

(l) Disclosures about Segments of an Enterprise and Significant Customers

The Company  adopted SFAS No. 131,  Disclosures  About Segments of an Enterprise
and Related  Information,  in the fiscal year ended December 31, 1998.  SFAS No.
131 establishes standards for reporting information regarding operating segments
in annual  financial  statements  and requires  selected  information  for those
segments to be presented in interim  financial  reports issued to  stockholders.
SFAS No. 131 also establishes  standards for related  disclosures about products
and  services  and  geographic  areas.  Operating  segments  are  identified  as
components of an enterprise about which separate discrete financial  information
is  available  for  evaluation  by  the  chief  operating   decision-maker,   or
decision-making  group, in making decisions how to allocate resources and assess
performance.  The Company's sales are primarily  confined to only one geographic
area.  During the three  months  ended March 31, 2000 84.2% of all sales were in
the United States. The Company's chief decision-maker, as defined under SFAS No.
131,  is the chief  executive  officer.  To date,  the  Company  has  viewed its
operations  and  manages  its  business  as two  principal  operating  segments,
cleaning  products  and  pharmaceuticals.  Revenues and cost of revenues to date
relates to cleaning products. Expenditures are not currently tracked by segment.
As a result,  the financial  information  disclosed herein represents all of the
material  financial  information  related to the Company's  principal  operating
segment.

(m)    Concentration of Risk

SFAS No.  105,  Disclosure  of  Information  About  Financial  Instruments  with
Off-Balance  Sheet Risk and Financial  Instruments with  Concentration of Credit
Risk, requires  disclosure of any significant  off-balance sheet and credit risk
concentrations.  Financial  instruments that  potentially  expose the Company to
concentrations of credit risk consist primarily of cash and cash equivalents and
trade accounts  receivable.  The Company has not experienced  significant losses
related to receivables  from any individual  customers or groups of customers in
any specific industry or by geographic area. Due to these factors, no additional
risk  beyond  amounts  provided  for returns is  believed  by  management  to be
inherent in the Company's accounts receivable.  For the three months ended March
31,  2000,  twelve  customers  represented  95% of revenues  and 97% of accounts
receivable.

(2)  STOCKHOLDER'S EQUITY

(a)  Private Placement Offerings

In March 2000, the Company raised $5,000,000 in a private placement  offering of
common  stock in which  346,021  shares  were  sold at  $14.45  per  share.  The
purchasers  also  received a warrant to purchase  108,996  additional  shares of
common stock at $15.98 per share  exercisable  for five years,  and a warrant to
purchase  shares at $0.01 per share,  the number of shares of common stock to be
determined  in the future  according to a formula based on the then market price
per share compared to the $14.45 per share sales price paid by the purchasers in
the offering. The purchasers have certain rights,  including but not limited to,
registration  rights,  rights-of-first-refusal,   and  adjustments  for  certain
events.  Net proceeds

                                       7
<PAGE>


                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000

from the offering were  $4,625,000.  The purchasers have a
commitment to purchase up to $2,000,000 of additional common stock at $14.45 per
share upon the date at which the  registration  statement for the initial shares
becomes  effective,  provided  the  date is no later  than  June  29,  2000.  In
addition,  the purchasers have a commitment to purchase $7,000,000 of additional
common  stock at the price equal to the lesser of (i) 110% of the average of the
closing  bid prices of the  Company's  common  stock for the four  trading  days
preceding  the  closing  date of the tranche and (ii)  $16.00,  with  additional
warrants  within  190 - 210 days from the  closing  of the  initial  transaction
subject to  conditions,  including  but not limited to,  market  capitalization,
trading volume, and share price conditions.


Also during March 2000, the Company raised an additional $4,000,000 in a private
placement  offering of common stock in which 333,334  shares were sold at $12.00
per share. The purchasers also received  warrants to purchase 75,758  additional
shares of common  stock at $15.98  per share  exercisable  for five  years.  Net
proceeds from the offering were  $3,880,000.  The  purchasers  have  "piggyback"
registration  rights in any registered  public  offering of common shares by the
Company subject to standard underwriter consent and other customary provisions.


(b)  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 Company's Compensation Committee. During the three months ended March 31,
2000,  the Company  issued 2,061 shares of common stock and recorded  charges to
operations of $28,080  relating to those  issuances of common stock.  During the
three months ended March 31, 1999, the Company granted options to purchase 7,419
shares of common stock and granted 144,615 shares of common stock,  and recorded
charges to  operations  of $54,812 and  $600,394  relating  to these  issuances,
respectively.

                                       8
<PAGE>

                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000


The following table summarizes all stock option activity to employees and
consultants for services for the three months ended March 31, 2000.

                                                      Stock Options
                                                       Weighted -
                                                       Average
                                  Number              Exercise Price
                                  Of Shares             Per Share

Balance December 31, 1999         585,424               $ 10.42
   Granted                             -                      -
   Exercised                     (42,876)                   .01
   Cancelled                      (1,254)                 12.03
                                 --------               -------
Balance March 31, 2000           541,294                $ 11.24
                                 =======                =======

As of March 31, 2000, the Company had committed to grant 40,000 shares of common
stock upon the attainment of future milestones.

(c)  Warrants

The following table  summarizes all warrant  activity for the three months ended
March 31, 2000.

                                                         Weighted -
                                                          Average
                                  Number              Exercise Price
                                  Of Shares             Per Share

Balance December 31, 1999          75,000               $ 10.40
    Issued                        184,754                 15.98
     Exercised                         -                     -
                                  --------              -------
Balance March 31, 2000            259,754               $ 14.37
                                  =======               =======


(3)  LICENSING AGREEMENTS

The Company and Volcani Institute have agreed not to continue their research
program, however, the Company has retained the right to sell licensed products
under a royalty arrangement. During the three months ended March 31, 2000 and
1999, no payments were paid under this agreement.


                                       9
<PAGE>

                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000


(4)   INVENTORY

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

                                 March 31, 2000                  March 31, 1999
                                 --------------                  --------------

         Raw Materials              $391,257               $270,920
         Finished Goods        87,382                      0
                           ----------                      --------------

Total Inventory            $478,639                 $270,920
                           ========                 ========


(5)   TRADE CREDITS

The Company has entered  into a trade  agreement  with a barter  company for the
exchange of goods and  services.  This barter  company  purchased  approximately
$136,000 of product  from the Company  during the three  months  ended March 31,
2000 and paid for these products by issuing $136,000 of advertising credits. The
barter company acquires media time on behalf of the Company; 55% of the net cost
of all media time  utilized by the Company is payable in cash and the  remaining
45% is charged against the trade credit.  As of March 31, 2000 $523,921 of trade
credits were  outstanding.  The Company  expects to utilize these credits by the
end of the year 2000.


(6)   NOTES RECEIVABLE - RELATED PARTIES

The Company has the following notes due from:

Principal Amount as of
<TABLE>

                                     Interest
   Date of Note      Relationship       Rate      Maturity Date            Mar 31, 2000                 Dec. 31, 1999
   ------------      ------------       ----      -------------    --------------------                 -------------
<S>                     <C>            <C>        <C>               <C>                                <C>
Mar 11, 1997            Officer         5.66 %     Mar 11, 2002     $             61,291               $       85,514
May 14, 1999            Supplier        8.25       May 14, 2001                  150,000                      150,000
Dec. 30, 1999           Supplier         -        Dec. 30, 2000                        -                       50,000
June 14, 1999           Officer         4.92      July 31, 2000                   72,000  (1), (2)             72,000
Sept. 3, 1999           Officer         5.50        May 1, 2000                   76,000  (1), (2)            200,000
Dec. 31, 1999           Officer         6.75     Sept. 30, 2000                   27,347                       16,491
Various Dates           Others                                                    52,370                       87,000

                                                                    --------------------               --------------
                                                                    $           439,008                $      661,005
                                                                    ====================               ==============
(1)   Non-recourse
(2) Secured by pledge of common stock of SafeScience, Inc.

</TABLE>

(7) RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133,  Accounting  for  Derivative  Instruments  and  Hedging  Activities.   This
statement   establishes   accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities.  It requires that an entity recognize all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those instruments at fair value.  Pursuant to SFAS No. 137,
Accounting for Derivative  Instruments and Hedging  Activities - Deferral of the
Effective  Date of FASB  Statement  No. 133 , SFAS No. 133 is effective  for all
fiscal  quarters of fiscal  years  beginning  after June 15,  2000.  The Company
believes  that the  adoption of SFAS No. 133 will not have a material  impact on
its financial results or financial position.


                                       10

<PAGE>

                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial  Statements," ("SAB 101") as
amended by SAB 101A,  which is effective  no later than the quarter  ending June
30, 2000.  SAB 101  clarifies the  Securities  and Exchange  Commission's  views
regarding  recognition of revenue.  The Company will adopt SAB 101 in the second
quarter of 2000 and is  currently  evaluating  the  effects  it will  have.  The
Company  anticipates  that the  adoption  of SAB 101  will  not have a  material
adverse  effect  on  the  Company's  2000  financial  position  and  results  of
operations.

                                       11
<PAGE>

                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000




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.

OVERVIEW

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

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

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

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

                                       12
<PAGE>

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

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

         Our current strategy is focused on gaining a strong foothold in markets
for our cleaning  products,  and to commence  marketing  efforts of our home and
garden  products  and obtain EPA  approval  and  commence  sales for Elexa Plant
Defense Booster ("PDB") for the 2000 season.

         In connection with this strategy, we have retained Daymon Associates, a
leading corporate  branding and retail sales company,  to represent our consumer
cleaning  products to its retailing clients  internationally.  Daymon Associates
has a large customer base of  supermarkets,  drug stores and mass  merchandisers
and works  with  numerous  chains  internationally.  Our  alliance  with  Daymon
Associates   provides  our   products   access  to  major   supermarkets,   mass
merchandisers,  drug chains, wholesale clubs and food services stores, on both a
national and international  level, thus allowing the SafeScience brand a broader
range of exposure  than would have been  possible  had we  attempted to approach
retailers  on our  own.  Sales  for  the  three  months  ended  March  31,  2000
attributable to this relationship represented 32% of all revenues.

         Our near-term  objectives  are as follows:  to build sales and revenues
for our consumer,  industrial and agricultural  products;  to continue to expand
our  product  lines  by  internal  research  and  development,   partnering  and
licensing;  and to  proceed  through  the  various  phases of FDA trials for our
therapeutic products.

RESULTS OF OPERATIONS: THREE MONTHS ENDED MARCH 31, 2000 VERSUS MARCH 31, 1999

         Sales  increased  from $0 for the three  months ended March 31, 1999 to
$572,551  for  the  three  months  ended  March  31,  2000.  This  increase  was
attributable to shipments of various household and commercial  cleaning products
to  individuals,   retail  and  wholesale  establishments,   institutions,   and
municipalities.  Approximately  $136,000 or 24% of sales in the first quarter of
2000  were  in  exchange  for  $136,000  of  advertising  credits  in  a  barter
transaction.

         Cost of goods sold  increased  from $0 for the three months ended March
31, 1999 to $458,374 for the three months  ended March 31, 2000.  This  increase
was attributable to the shipments  referred to in the preceding  paragraph.  The
Company  earned a gross  profit  on sales of  $114,177  or 19.9 % for the  three
months ended March 31, 2000.

         General and  administrative  expenses decreased from $1,390,283 for the
three months ended March 31, 1999 to $1,275,215 for the three months ended March
31,  2000,  a  decrease  of  $115,068  or  8.3%.  This  decrease  was  primarily
attributable to a reduction of expenditures for

                                       13
<PAGE>

professional  services provided by outside consultants.  Approximately  $636,000
and $28,080 of 1999 and 2000  expenses,  respectively,  were  non-cash  expenses
resulting from the issuance of options and warrants to purchase common stock and
the grant of common stock for services.

         Marketing  expenses  increased from $414,537 for the three months ended
March 31,  1999 to  $860,912  for the three  months  ended  March 31,  2000,  an
increase of $446,375 or 107.7%.  This  increase was due to increases in payroll,
travel and  consulting  expenses  pertaining to the Company's  agricultural  and
institutional product lines and the continuing support efforts for the Company's
consumer products in the marketplace.

         Research and  development  costs  increased from $399,461 for the three
months  ended March 31, 1999 to $662,941  for the three  months  ended March 31,
2000, an increase of $263,480 or 66.0%. This increase was primarily attributable
to additional costs for consultants,  salaries and testing for new technologies,
mostly  costs  of   commencement  of  Phase  II  clinical  trials  for  GBC-590.
Approximately $19,206 and $0 of such 1999 and 2000 expenses,  respectively, were
non-cash  expenses  resulting  from the  issuance  of options  and  warrants  to
purchase common stock and the grant of common stock for services.

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

         Interest income decreased from $32,353 for the three months ended March
31, 1999 to $21,059 for the three  months  ended March 31,  2000,  a decrease of
$11,294  or  34.9%.  This  decrease  was  attributable  to a  reduction  in cash
available for temporary investment.

YEAR 2000

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

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

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


LIQUIDITY AND CAPITAL RESOURCES

         For the three  months ended March 31, 2000,  the  Company's  operations
utilized cash of approximately  $2,389,800 primarily to fund the operating loss.
The Company also  invested  $23,755 in fixed asset  purchases.  The uses of cash
were offset by equity financings which resulted in net proceeds of approximately
$8,505,000 to the Company during the three months ended March 31, 2000.

                                       14
<PAGE>

         As  of  March  31,  2000,   the  Company's   accumulated   deficit  was
approximately $29,389,000 and cash balances were $9,690,940.

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

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133,  Accounting  for  Derivative  Instruments  and  Hedging  Activities.   This
statement   establishes   accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities.  It requires that an entity recognize all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those instruments at fair value.  Pursuant to SFAS No. 137,
Accounting for Derivative  Instruments and Hedging  Activities - Deferral of the
Effective  Date of FASB  Statement  No. 133 , SFAS No. 133 is effective  for all
fiscal  quarters of fiscal  years  beginning  after June 15,  2000.  The Company
believes  that the  adoption of SFAS No. 133 will not have a material  impact on
its financial results or financial position.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial  Statements," ("SAB 101") as
amended by SAB 101A,  which is effective  no later than the quarter  ending June
30, 2000.  SAB 101  clarifies the  Securities  and Exchange  Commission's  views
regarding  recognition of revenue.  The Company will adopt SAB 101 in the second
quarter of 2000 and is  currently  evaluating  the  effects  it will  have.  The
Company  anticipates  that the  adoption  of SAB 101  will  not have a  material
adverse  effect  on  the  Company's  2000  financial  position  and  results  of
operations.


                                       15
<PAGE>


MARKET RISK

         The  Company is exposed to market  risk  related to changes in interest
rates as well as changes in currency exchange rates as measured against the U.S.
dollar and each other which could  positively  or negatively  affect  results of
operations  and  retained  earnings.  As of March  31,  2000,  the  Company  has
evaluated its risk and determined that any exposure to currency  exchange is not
significant to the Company's overall consolidated  financial results.  There can
be no  assurance  that the  Company's  exposure  will  remain  at these  levels,
especially in the event of significant  and sudden  fluctuations in the value of
local currencies.  The Company does not use derivative financial instruments for
speculative or trading purposes.

INTEREST RATE SENSITIVITY

         The Company  maintains  short-term  investments  in an overnight  money
market account  comprised of U.S.  treasury bills. If market interest rates were
to increase  immediately  and uniformly by 10% from levels that existed at March
31, 2000, the fair value of the portfolio would decline by an immaterial amount.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

THE  RISKS  AND  UNCERTAINTIES  DESCRIBED  BELOW  ARE NOT THE ONLY  ONES  FACING
SAFESCIENCE,  INC. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO THE
COMPANY OR THAT IT  CURRENTLY  DEEMS  IMMATERIAL  MAY ALSO  IMPAIR ITS  BUSINESS
OPERATIONS.

IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, THE COMPANY'S BUSINESS,  FINANCIAL
CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY  ADVERSELY  AFFECTED.  IN
THOSE CASES, THE TRADING PRICE OF THE COMMON STOCK COULD DECLINE.

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

         We began  operations  more than seven  years ago and began to  generate
revenue only in the second quarter of 1999. Through March 31, 2000, we have only
generated an aggregate  of  $1,941,000  from  product  sales.  We have  incurred
approximately  $29.4 million of operating losses since our inception,  including
$12.3 million in the year ended December 31, 1999 and $2.7 million for the three
months ended March 31, 2000.  Our  operating  losses can be expected to continue
for the foreseeable future.

         MANY OF OUR PRODUCTS ARE STILL IN DEVELOPMENT,  THERE ARE UNCERTAINTIES
ASSOCIATED  WITH  RESEARCH AND  DEVELOPMENT  ACTIVITIES  AND WE MAY BE UNABLE TO
BRING NEW PRODUCTS TO MARKET

         Many of our proposed  products require further  research,  development,
laboratory testing, regulatory approval and/or demonstration of commercial scale
manufacturing before they can be proven to be commercially viable. Many of these
proposed  products  are in the  development  stage and are  subject to the risks
inherent in the development of new products,  particularly  those products based
upon  biotechnology.  Potential  products  that appear to be  promising at early
stages of  development  may not reach the market for a number of  reasons.  Such
reasons  include the  possibilities  that  potential  products  are found during
testing  to be  ineffective,  that they  fail to  receive  necessary  regulatory
approvals,  are difficult or uneconomical to manufacture on a large scale,  fail
to  achieve  market  acceptance  or  are  precluded  from  commercialization  by
proprietary  rights of third  parties.  We  cannot  predict  with any  degree of
certainty  when, or if, the research,

                                       16
<PAGE>

development,  testing  and/or  regulatory  approval  process  for  our  proposed
products will be completed. Our product development efforts may be unsuccessful,
required  regulatory  approvals  from U.S.  or  foreign  authorities  may not be
obtained,  and products, if introduced,  may not be capable of being produced in
commercial  quantities  at reasonable  costs or be  successfully  marketed.  The
failure of our research and development activities to result in any commercially
viable products or technologies  would  materially  adversely  affect our future
prospects.

         WE DERIVE  ALMOST ALL OF OUR REVENUES  FROM A SMALL NUMBER OF CUSTOMERS
AND OUR REVENUES MAY DECLINE  SIGNIFICANTLY  IF ANY CUSTOMER CANCELS OR DELAYS A
PURCHASE OF OUR PRODUCTS

         We  derive  the  majority  of our  revenues  from  a  small  number  of
customers.  Our business would be seriously harmed if we do not generate as much
revenue as expected  from these  customers  or if any of these  customers  cease
purchasing  our  products.  For the year ended  December  31, 1999 and the three
months  ended  March  31,2000,  96% and 95% of our  revenues  came from four and
twelve customers, respectively. Present and future customers may terminate their
purchasing  arrangements with us or significantly  reduce or delay their orders.
The loss of any one of our major  customers or the delay of  significant  orders
from  such  customers,  even  if only  temporary,  could  reduce  or  delay  our
recognition  of  revenues,  harm our  reputation  in the industry and reduce our
ability to accurately predict cash flow, and, as a consequence,  could seriously
harm our business, financial condition and results of operations.

         IF WE ARE  UNABLE TO SECURE A PATENT ON OUR CANCER  DRUG  GBC-590 OR IF
EXISTING  PATENTS  IMPAIR OUR RIGHTS TO OUR CANCER DRUG, OUR ABILITY TO GENERATE
REVENUES FROM GBC-590 WOULD BE SEVERELY HARMED

         We rely significantly upon proprietary  technology.  To the extent that
we  currently  rely  upon  unpatented,  proprietary  technology,  processes  and
know-how and the  protection of such  intellectual  property by  confidentiality
agreements,  others may independently develop similar technology and know-how or
confidentiality may be breached.

         We have  applied for a patent on GBC-590 but no patent has been issued.
Our GBC-590 technology may not be granted patent protection, and may infringe on
patents  owned by  others.  A patent has been  granted  on a  compound  which is
similar to GBC-590,  the claims of which  conflict with certain of the claims in
the GBC-590 patent application. The degree of patent protection, if any, we will
obtain for GBC-590 is unclear.  The patent on GBC-590 may in fact not be granted
or, if  granted,  it may be  limited in such a way as to  materially  affect our
ability to produce, market and sell GBC-590.

         Any  claims  against us or any  purchaser  or user of our  products  or
patents,  including GBC-590,  asserting that our products or patents infringe or
may infringe proprietary rights of third parties, if determined adversely to us,
could have a material  adverse  effect on our business,  financial  condition or
results  of  operations.   Any  claims,   with  or  without   merit,   could  be
time-consuming, result in costly litigation, divert the efforts of our technical
and  management   personnel,   cause  product  shipment   delays,   disrupt  our
relationships  with our  customers  or  require  us to  enter  into  royalty  or
licensing agreements, any of which could have a material adverse effect upon 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 against us
is  successful  and we


                                       17
<PAGE>

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 results of  operations  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  WE MAY BE UNABLE TO SUSTAIN OR
INCREASE OUR REVENUES

         We license technology from third parties for use with our products.  We
anticipate that we will continue to license technology from third parties in the
future.  This  technology  may not  continue  to be  available  on  commercially
reasonable  terms,  if at all.  Some of 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. 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.

         IF OUR  PRODUCTS  ARE NOT  ACCEPTED  BY THE  AGRICULTURAL  AND  MEDICAL
COMMUNITIES OUR BUSINESS WILL SUFFER

         Two of our three  principal  divisions  are  agricultural  products and
pharmaceuticals.  Commercial sales of our proposed  products in these areas, for
use as fungicides or therapeutics,  will substantially depend upon the products'
efficacy and on their acceptance by the  agricultural  and medical  communities.
Widespread  acceptance of our products will require  educating the  agricultural
and medical communities as to the benefits and reliability of the products.  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

         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 several firms 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 manufacture has difficulty
manufacturing products to our specifications. Further, the introduction of a new
manufacturer may increase the variation in the quality of our products.

                                       18
<PAGE>

         WE FACE  INTENSE  COMPETITION  AND RAPID  TECHNOLOGICAL  CHANGES IN THE
MARKETS IN WHICH WE COMPETE, AND OUR FAILURE TO SUCCESSFULLY COMPETE OR ADOPT TO
CHANGING TECHNOLOGY COULD MAKE IT DIFFICULT TO ACQUIRE AND RETAIN CUSTOMERS

         Many companies, including large pharmaceutical, chemical, biotechnology
and agricultural concerns,  universities and other research  institutions,  with
financial   resources  and  research  and  development   staffs  and  facilities
substantially greater than ours, may develop or attempt to develop products that
compete with our  products.  These  companies may have the ability to devote far
greater  resources to researching,  developing and marketing their products than
we are able to do.  In  addition,  the  biotechnology  industry  is one in which
technological  change is extremely rapid.  Our ability to anticipate  changes in
technology  and  industry  standards  together  with  regulatory  changes and to
successfully  develop and introduce new and enhanced  products on a timely basis
will be significant factors in our ability to grow and remain  competitive.  Any
products which we do develop may become technologically  obsolete before we have
had the ability to realize significant revenues or profits.

         OUR FAILURE TO MEET PRODUCT  RELEASE  SCHEDULES WOULD MAKE IT DIFFICULT
TO PREDICT OUR  QUARTERLY  RESULTS AND MAY CAUSE OUR  OPERATING  RESULTS TO VARY
SIGNIFICANTLY

         Delays in the planned  release of our  products  may  adversely  affect
forecasted  revenues  and  create  operational   inefficiencies  resulting  from
staffing  levels  designed to support the  forecasted  revenues.  Our failure to
introduce new products on a timely basis could delay or hinder market acceptance
and allow competitors to gain greater market share.

         CERTAIN  OF  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.  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 is
subject  to  regulation  by the EPA,  including  the need  for  approval  before
marketing, and by comparable foreign and state agencies. Few of our agricultural
products,  will be able to be commercially marketed for use either in the United
States or other countries without 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.

        REIMBURSEMENT PROCEDURES AND FUTURE HEALTHCARE REFORM MEASURES ARE
UNCERTAIN AND MAY ADVERSELY IMPACT THE SALE OF OUR PHARMACEUTICAL PRODUCTS

                                       19
<PAGE>

         Our  ability  to sell our  pharmaceutical  products  successfully  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 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
products, and cost containment and cost reduction efforts can be more pronounced
than in the United States.

         ISSUANCES OF OUR SECURITIES ARE SUBJECT TO FEDERAL AND STATE SECURITIES
LAWS AND CERTAIN PRIOR  OFFERINGS OF OUR  SECURITIES  MAY NOT HAVE COMPLIED WITH
APPLICABLE SECURITIES LAWS

         Issuances  of  securities  are subject to federal and state  securities
laws.  Certain prior private placement  offerings of our securities may not have
complied  with  requirements  of  applicable  state  securities  laws.  In  such
situations a number of remedies may be available to regulatory  authorities  and
stockholders  who purchased  securities in such  offerings,  including,  without
limitation, rescission rights.

         WE HAVE LIMITED MARKETING  ARRANGEMENTS IN PLACE AND OUR SALES FORCE IS
SMALL AND THUS MAY BE UNABLE TO INCREASE OR SUSTAIN OUR REVENUES

         We  may  be  unable  to  enter  into  arrangements  with  one  or  more
agricultural,  chemical and/or pharmaceutical companies to market certain of our
products on favorable  terms,  and may  therefore  seek to market such  products
through independent distributors.  Any independent distributors through which we
distribute  such products may also market  competitive  products.  We may not be
able to enter into  distribution  arrangements with terms which are satisfactory
to us. We have only  recently  begun to develop our own sales force and its size
is  presently  limited  and  may be  inadequate  for  the  sales  and  marketing
activities  that we plan to undertake with respect to our products.  Our ability
to market and sell our products  may be  adversely  affected if we are unable to
identify, employ and retain suitably qualified sales and marketing personnel.

         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.  Competition for such personnel is intense and we may
not be able to retain existing  personnel or attract qualified  employees in the
future.  We have recently hired a Chief  Financial  Officer and Chief  Operating
Officer. At present, we employ  approximately 40 full time employees and several
part-time consultants.  We depend upon the personal efforts and abilities of our
officers and

                                       20
<PAGE>

directors,  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.
While we currently  maintain product liability  insurance which we believe to be
adequate,  such insurance may not continue to be available at a reasonable  cost
or may not be sufficient to fully cover any potential  claims. In the event of a
successful  suit against us, the lack or  insufficiency  of  insurance  coverage
could have a material adverse effect on our business and financial condition.

         WE ARE CONTRACTUALLY  OBLIGATED TO ISSUE SHARES IN THE FUTURE, DILUTING
THE INTEREST OF OUR STOCKHOLDERS

         We have entered into agreements with Strong River Investments, Inc. and
Montrose  Investments,  Ltd.  which  obligate us to issue  additional  shares of
common stock and warrants to purchase  shares of common stock subject to certain
conditions,  including  market  capitalization,  trading  volume and share price
conditions.  In  addition,  pursuant  to  adjustable  warrants we have issued to
Strong  River  Investments  and  Montrose  Investments  we are required to issue
additional  shares of our  common  stock at $.01 per  share,  the number of such
shares to be  determined  by a formula  based on the then market price per share
compared to the $14.45 per share  purchase  price paid by such  entities.  As of
April 30,  2000  there are  outstanding  and  exercisable  options  to  purchase
approximately  541,294 shares of common stock,  at a weighted  average  exercise
price of $11.24  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 shares of our
capital stock.

         IF MONTROSE INVESTMENTS LTD. AND STRONG RIVER INVESTMENTS,  INC. ENGAGE
IN SHORT SELLING TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK  ISSUABLE UPON
EXERCISE OF THEIR ADJUSTABLE WARRANTS,  THE MARKET PRICE OF OUR COMMON STOCK MAY
DECLINE

         Montrose Investments Ltd. and Strong River Investments,  Inc. each owns
an  adjustable  warrant that will vest on three dates  determined by them over a
period  up to  18  months  following  the  effectiveness  of  this  registration
statement.  The number of shares that will be issuable at each vesting date will
be determined according to a formula in which the number of shares issuable will
be greater the lower the price of our common stock.  Since the exercise price of
the adjustable  warrants is only $.01 per share,  Montrose  Investments Ltd. and
Strong River Investments,  Inc. have an incentive to sell short our common stock
prior to each  vesting  date in order to cause the  market  price of our  common
stock to  decline  and  greater  number of shares to vest  under the  adjustable
warrants.  Montrose  Investments Ltd. and Strong River  Investments,  Inc. could
then  exercise  their  adjustable  warrants  and use the shares of common  stock
received upon exercise to cover their short positions. Montrose Investments Ltd.
and Strong River  Investments,  Inc.  could thereby profit by the decline in the
market price of the common stock caused by their short selling.

                                       21

<PAGE>

         THE TERMS OF OUR  ADJUSTABLE  WARRANTS  MUST  COMPLY  WITH THE  LISTING
REQUIREMENTS  OF THE NASDAQ  SMALLCAP  MARKET OR OUR COMMON STOCK AND  LIQUIDITY
WOULD DECLINE

         To remain  listed for trading on the Nasdaq  SmallCap  Market,  we must
abide by Nasdaq's rules  regarding the issuance of "future  priced  securities."
These rules apply to our adjustable  warrants because  additional  shares of our
common stock are issuable  upon  exercise  based on a future price of our common
stock.

         Nasdaq rules regarding future priced  securities  prohibit an issuer of
listed  securities from issuing 20% or more of its outstanding  capital stock at
less  than the  greater  of book  value or then  current  market  value  without
obtaining prior stockholder consent. The number of shares issuable upon exercise
of the  adjustable  warrants  could exceed 20% of the number of our  outstanding
shares if the price of our common stock is  substantially  lower than $14.45 per
share as of the vesting dates of the  adjustable  warrants.  Although we did not
obtain stockholder consent prior to issuing the adjustable warrants,  we believe
that Nasdaq will not delist our shares if we obtain shareholder  approval before
the adjustable  warrants are actually exercised for a number of shares exceeding
20% of our outstanding  shares.  This is because the adjustable warrants contain
provisions  that (1) prohibit us from  issuing a number of shares upon  exercise
that would exceed 19.999% of our outstanding  shares, and (2) prevent the shares
issued from being voted to approve the adjustable  warrants.  However, if Nasdaq
disagrees with our  interpretation of its rules,  Nasdaq could delist our common
stock from the Nasdaq SmallCap Market.

         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 are
unable to obtain listing or quotation on such market or exchange, trading of our
common  stock  would  occur  in the  over-the-counter  market  on an  electronic
bulletin  board for unlisted  securities  or in what are  commonly  known as the
"pink sheet." As a result,  an investor  would find it more difficult to dispose
of, or to obtain accurate quotations for the price of, or common stock.

         IF A  SIGNIFICANT  NUMBER OF SHARES  BECOME  AVAILABLE  FOR SALE IN THE
FUTURE, OUR STOCK PRICE COULD DECLINE

         Many  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,  under Rule 144, 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  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.  Rule 144 also  permits the
sale of shares, under certain circumstances, without any quantity limitation, by
persons who are not affiliates of SafeScience  and who have  beneficially  owned
the  shares  for a  minimum  period of two  years.  The  possible  sale of these
restricted shares may, in the future, 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  effect  our  ability  to raise
additional equity capital.

         BECAUSE OUR CURRENT MANAGEMENT CONTROLS A SIGNIFICANT PERCENTAGE OF OUR
COMMON STOCK, THEY HAVE SUBSTANTIAL CONTROL OVER US

                                       22

<PAGE>

         The holders of the common stock do not have  cumulative  voting rights.
Two of our  executive  officers,  who are also  Directors  of  SafeScience,  own
approximately 32% of the outstanding  shares of common stock. These stockholders
can  substantially   influence  all  matters  requiring   stockholder  approval,
including  the election of directors and the approval of  significant  corporate
transactions.  This concentration of ownership 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 the 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. 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. In addition,  factors such as announcements
of technological innovations or new products, either by us or by our competitors
or third parties,  as well as market conditions within the various industries in
which we  compete,  may have a  significant  impact on the  market  price of our
common stock.

         AN INVESTMENT IN OUR STOCK IS SPECULATIVE  AND ENTAILS A HIGH DEGREE OF
RISK

         There is nothing at this time upon which to base an assumption that our
plans for our business will prove successful.  If our plans prove  unsuccessful,
the  purchasers of our shares of capital may lose all or a  substantial  part of
their  investment.  Our operations are subject to numerous risks associated with
the development of agricultural, consumer and pharmaceutical products, including
the competitive and regulatory  environment in which we operate. In addition, we
may encounter unanticipated problems, including manufacturing,  distributing and
marketing difficulties,  some of which may be beyond our financial and technical
abilities to resolve.  The failure adequately to address such difficulties could
have a material adverse effect on our prospects and our financial condition.

         WE HAVE NOT PAID AND DO NOT INTEND TO PAY ANY DIVIDENDS

         To date, we have not paid any cash  dividends on our common stock.  Our
Board of  Directors  does not  intend  to  declare  any  cash  dividends  in the
foreseeable future, but instead intends to retain all earnings,  if any, for use
in  our  business  operations.  Furthermore,  as we may be  required  to  obtain
additional  financing,  there may be  restrictions on our ability to declare any
cash dividends on common stock in the future.



                                       23
<PAGE>


PART II
OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) Set forth below is information regarding the sale of unregistered shares of
capital stock issued by the Company during the three months ended March 31,
2000.

1.   The Company  issued to two  accredited  investors  346,020 shares of common
     stock at $14.45 per share,  warrants to purchase  108,996  shares of common
     stock at an  exercise  price of $15.98 per share and  warrants  to purchase
     shares of common stock at an exercise price of $0.01 per share,  the number
     of shares to be  determined  in the future  according to a formula based on
     the then market price per share  compared to the $14.45 per share  purchase
     price  paid by the  purchasers  in the  offering.  Net  proceeds  from  the
     offering were $4,625,000. These securities were issued in reliance upon the
     exemption from registration  pursuant to Rule 506 of Regulation D under the
     Securities Act.

2.   The Company issued to four  accredited  investors  333,334 shares of common
     stock at $12.00 per share and warrants to purchase  75,758 shares of common
     stock at an  exercise  price of $15.98 per  share.  Net  proceeds  from the
     offering were $3,880,000. These securities were issued in reliance upon the
     exemption from registration  pursuant to Rule 506 of Regulation D under the
     Securities Act.

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

         (a)   Exhibits

                       The following documents are incorporated herein by
              reference from the Registrant's Form 8-K filed on April 7, 2000:

              10.17    Securities  Purchase  Agreement by and among SafeScience,
                       Inc.,  Strong  River   Investments,   Inc.  and  Montrose
                       Investments Ltd. dated March 29, 2000.

              10.18    Form of Closing Warrant dated March 29, 2000.

              10.19    Form of Adjustable Warrant dated March 29, 2000.

              10.20    Registration  Rights  Agreement by and among SafeScience,
                       Inc.,  Strong  River   Investments,   Inc.  and  Montrose
                       Investments, Ltd. dated March 29, 2000.

              10.21    Letter Agreement by and among  SafeScience, Inc.,  Strong
                       River  Investments,  Inc. and Montrose  Investments  Ltd.
                       dated March 29, 2000.

                       The following document is an exhibit hereto:

               27.1    Financial Data Schedule.

         (b)   Reports on Form 8-K.

               No reports on Form 8-K where filed during the quarter covered  by
this Form 10-Q.

                                       24
<PAGE>





                                   SIGNATURES


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

Dated this 15th day of May 2000                                .
           ----          ----------------------------------------


                                SAFESCIENCE, INC.
                               (the "Registrant")





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






                                 BY:   /s/ John W. Burns
                                       ------------------------------
                                        John W. Burns, Chief Financial Officer