<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, 2001.

[ ]     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 May 15, 2001 was 25,734,333 shares.

<PAGE>

                               SAFESCIENCE, INC.


                                     INDEX

                                                                           Page
                                                                           ----

Part I - Financial Information

  Item 1.   Financial Statements

            Consolidated Balance Sheets as of March 31, 2001
            and December 31, 2000 (Unaudited)...................             2

            Consolidated Statements of Operations
            for the Three  Months Ended March 31, 2001
            and 2000 (Unaudited)................................             3

            Consolidated Statements of Cash Flows
            for the Three Months Ended March 31, 2001
            and 2000 (Unaudited)................................             4

            Notes to Unaudited Consolidated
            Financial Statements................................          5-10

  Item 2.   Management's Discussion and Analysis of
            Financial Condition and Results of Operations.......         11-23

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......................................................            25


<PAGE>

                                                                          Page 2


                            "SAFESCIENCE, INC."

                        CONSOLIDATED BALANCE SHEETS
                                (Unaudited)
<TABLE>
<CAPTION>
                                  ASSETS
                                                                   March 31,               December 31,
                                                                     2001                     2000
                                                                ---------------           ---------------
<S>                                                            <C>                       <C>
  Current assets:
          Cash and cash equivalents                                 $1,839,090                $2,547,353
          Stock subscription receivable                                      -                 2,000,000
          Prepaid expenses  and other current assets                   161,436                   288,134
                                                                ---------------           ---------------
               Total current assets                                  2,000,526                 4,835,487
                                                                ---------------           ---------------

  Property and equipment, at cost
          Computer, office and laboratory equipment                    463,693                   455,994
          Furniture and fixtures                                       284,748                   281,274
          Motor vehicles                                                25,026                    25,026
                                                                ---------------           ---------------
                                                                       773,467                   762,294
             Less-accumulated depreciation and amortization           (359,491)                 (324,932)
                                                                ---------------           ---------------
                                                                       413,976                   437,362
                                                                ---------------           ---------------

  Other assets:
          Notes receivable - related parties (Note 6)                  128,478                   128,659
          Restricted cash                                              108,128                   108,128
          Deposits                                                     269,481                   269,481
                                                                ---------------           ---------------
               Total other assets                                      506,087                   506,268
                                                                ---------------           ---------------


               Total assets                                     $    2,920,589            $    5,779,117
                                                                ==============            ==============


                                        LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities:
          Accounts payable                                           1,321,175                 1,360,615
          Accrued liabilities                                          546,532                   797,964
          Net liabilities of discontinued operations                    71,431                   908,571
                                                                ---------------           ---------------
               Total current liabilities                             1,939,138                 3,067,150
                                                                ---------------           ---------------
  Commitments and contingencies (Note 8)

  Other equity                                                               -                   866,216
                                                                ---------------           ---------------

  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  - 25,734,333 and 23,998,504
         shares at March 31, 2001 and  December 31, 2000,
         respectively                                                  257,343                   239,985
       Additional paid-in capital                                   50,416,628                48,243,184
       Note receivable from former officer -
         Issuance of common stock                                   (2,675,000)               (2,675,000)
       Accumulated deficit                                         (47,017,520)              (43,962,418)
                                                                ---------------           ---------------
               Total stockholders' equity                              981,451                 1,845,751
                                                                ---------------           ---------------

               Total liabilities and stockholders' equity       $    2,920,589            $    5,779,117
                                                                ===============           ===============
</TABLE>

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

<PAGE>

                                                                          Page 3

                             "SAFESCIENCE, INC."
                   CONSOLIDATED STATEMENT OF OPERATIONS

                                 (Unaudited)
<TABLE>
<CAPTION>
                                                          Three-Months Ended March 31,
                                                              2001            2000
                                                         -------------    ------------
<S>                                                      <C>             <C>
Operating expenses:
        Research and development                           1,742,095         1,210,713
        General and administrative                         1,330,761           915,046
        Restructuring (credit) (Note 3)                     (182,625)                -
                                                         -----------       -----------
                Total operating expenses                   2,890,231         2,125,759
                                                         -----------       -----------

Operating loss                                            (2,890,231)       (2,125,759)
                                                         -----------       -----------

Other income (expense):
        Other expense                                         (5,745)          (32,710)
        Interest income                                       27,503            21,059
                                                         -----------       -----------
                Total other income (expense)                  21,758           (11,651)
                                                         -----------       -----------

Loss from continuing operations                           (2,868,473)       (2,137,410)

Loss from discontinued operations (Note 4)                  (186,629)         (559,132)
                                                         -----------       -----------

Net loss                                                 $(3,055,102)      $(2,696,542)
                                                         ===========       ===========

Basic and diluted net loss per common share              $     (0.11)      $     (0.13)
   from continuing operations                            ===========       ===========

Basic and diluted net loss per common share              $     (0.01)      $     (0.03)
   from discontinued operations                          ===========       ===========

Basic and diluted net loss per common share              $     (0.12)      $     (0.16)
                                                         ===========       ===========
Weighted average number of common                         25,577,489        17,143,728
        shares outstanding                               ===========       ===========
</TABLE>

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


<PAGE>

                                                                          Page 4
                             "SAFESCIENCE, INC."

                    CONSOLIDATED STATEMENTS OF CASH FLOWS


                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                March 31,
                                                                     ------------------------------
                                                                      2001                    2000
                                                                     ------------      ------------

<S>                                                                 <C>                <C>
Cash flows from operating activities:
        Net loss                                                     $(3,055,102)      $(2,696,542)
        Loss from discontinued operations                               (186,629)         (559,132)
                                                                     ------------      ------------
        Loss from continuing operations                               (2,868,473)       (2,137,410)
                                                                     ------------      ------------
        Adjustments to reconcile net loss to net cash
          used in operating activities:
                Operating expenses paid in common
                  stock and options                                      484,598           405,611
                Depreciation and amortization                             34,559            34,830
                Changes in assets and liabilities:
                     Accounts  receivable                                      -          (215,376)
                     Inventory                                                 -          (122,428)
                     Prepaid expenses and other current assets           126,698           (66,831)
                     Accounts payable                                    (39,440)          242,264
                     Accrued liabilities                                (251,251)           28,674
                                                                     ------------      ------------
                        Net cash used in operating activities         (2,513,309)       (1,830,666)
                                                                     ------------      ------------
                        Net liabilities of discontinued operations      (837,140)                -
                                                                     ------------      ------------
Net cash used in discontinued operations                               (1,023,769)        (559,132)
                                                                     ------------      ------------

Cash flows from investing activities:

        Purchase of property and equipment                                (11,173)          (23,755)
        Repayment of loans to related parties, net                              -           221,997
                                                                     ------------      ------------
                         Net cash (used in) provided by
                           investing activities                           (11,173)          198,242
                                                                     ------------      ------------

Cash flows from financing activities:
        Proceeds from sale of common stock                                875,000         8,505,000
        Costs incurred from issuance of common stock                      (35,012)                -
        Proceeds from stock subscription                                2,000,000                 -
        Proceeds from exercise of warrants                                      -               429
                                                                     ------------      ------------
Net cash provided by financing activities                               2,839,988         8,505,429
                                                                     ------------      ------------
Net (decrease) increase in cash and cash equivalents                     (708,263)        6,313,873

Cash and cash equivalents, beginning balance                            2,547,353         3,377,067
                                                                     ------------      ------------
Cash and cash equivalents, ending balance                            $  1,839,090      $  9,690,940
                                                                     ============      ============
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>

                                                                          Page 5

                               SAFESCIENCE, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2001

(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.  International Gene Group, Inc. focuses on the
development of carbohydrate-based pharmaceutical products related to two major
areas of disease: cancer and fungal infections.  SafeScience Products, Inc.
focuses on developing agricultural products some of which are also based upon
carbohydrate chemistries. These products were either licensed from or jointly
developed with third parties (Note 5). SafeScience, Inc., International Gene
Group, Inc. and SafeScience Products, Inc. maintain an office in Boston,
Massachusetts.

As of March 31, 2001, the Company has an accumulated deficit of $47,018,000 and
cash balances were $1,839,090. Additionally, the Company's operating plan
indicates that the Company's existing cash balance will only be sufficient to
sustain operations into July 2001 unless additional financing is obtained. The
Company has not obtained commitments from any existing or potential investors to
provide such financing as of May 15, 2001. In the event that additional
financing is not obtained, the Company may be required to significantly reduce
or curtail operations. There is substantial doubt that the Company will have the
ability to continue as a going concern. The financial statements do not contain
any adjustments that may be required as a result of this uncertainty. The
Company has begun a program of cash conservation to permit it to extend its
operations while it pursues additional funds.

During the first quarter of 2001, the Company has raised $875,000 in a private
placement offering of common stock whereby 775,000 shares were sold at a
weighted average of $1.129 per share. The purchasers also received warrants to
purchase 310,000 shares at prices ranging from $2.20 to $5.00 per share
exercisable for five years, and warrants to purchase 90,000 shares at $0.01 per
share.

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

(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.

                                       5
<PAGE>

                                                                          Page 6
                               SAFESCIENCE, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2001

(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, 2000 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

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)  Cash and Cash Equivalents

Cash and cash equivalents at March 31, 2001 were $1,839,090 including $1,823,387
held by a single bank. Of that amount $490,624 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.

(g)  Depreciation and Amortization

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

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

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

(h)  Research and Development


<PAGE>

                                                                          Page 7
                               SAFESCIENCE, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2001

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

(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, 2001 and 2000 excluded
the potential common shares from warrants and stock options because to do so
would be antidilutive for the periods presented.  At March 31, 2001 and 2000
there are 4,851,360 and 259,754 warrants outstanding, respectively, with a
weighted average exercise price of $2.90 and $14.37, respectively, and 1,276,428
and 541,294 stock options outstanding, respectively, with a weighted average
exercise price of $5.43 and $11.24 respectively.

(j)  Comprehensive  Income

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

(k)  Disclosures about Segments of an Enterprise

The Company followed 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.  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 with
multiple financial institutions and invests in investment-grade securities.


<PAGE>

                                                                          Page 8
                               SAFESCIENCE, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2001

(2)  STOCKHOLDER'S EQUITY

(a)  Private Placement Offerings

During the first quarter of 2001, the Company has raised $875,000 in a private
placement offering of common stock whereby 775,000 shares were sold at a
weighted average of $1.129 per share, as well as warrants to purchase 310,000
shares at prices ranging from $2.20 to $5.00 per share exercisable for five
years, and warrants to purchase 90,000 shares at $0.01 per share. In addition,
the Company received $2,000,000 from the proceeds of a stock subscription which
was included in the December 2000 private placement.

(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, 2001 and 2000, the Company issued 71,392 and 2,061 shares of common stock,
respectively, and recorded charges to operations of $88,333 and $28,080 relating
to those issuances of common stock. During the three months ended March 31, 2001
the Company granted options to purchase 227,129 shares of common stock and
recorded charges to operations of $291,322 relating to these issuances.

The following table summarizes all stock option activity to employees and
consultants for services for the three months ended March 31, 2001.

<TABLE>
<CAPTION>
                                     Stock Options
---------------------------------------------------------------------------------------
                                                                     Weighted Average
---------------------------------------------------------------------------------------
                                                                     Exercise
---------------------------------------------------------------------------------------
                                                Number of            Price Per
---------------------------------------------------------------------------------------
                                                Shares               Share
---------------------------------------------------------------------------------------
<S>                                     <C>                      <C>
Balance December 31, 2000                       1,147,056                  $6.44
---------------------------------------------------------------------------------------
Granted                                           227,129                   0.14
---------------------------------------------------------------------------------------
Cancelled                                         (97,757)                  4.95
---------------------------------------------------------------------------------------
Balance March 31, 2001                          1,276,428                  $5.43
                                                =========                  =====
---------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                                                          Page 9
                               SAFESCIENCE, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2001

(c)  Warrants

The following table summarizes all warrant activity for the three months ended
March 31, 2001.

<TABLE>
<CAPTION>
                                    Warrants
---------------------------------------------------------------------------------------
                                                                    Weighted Average
---------------------------------------------------------------------------------------
                                                                    Exercise
---------------------------------------------------------------------------------------
                                               Number of            Price Per
---------------------------------------------------------------------------------------
                                                Shares              Share
---------------------------------------------------------------------------------------
<S>                                    <C>                  <C>
Balance December 31, 2000                       2,665,104                         $4.02
---------------------------------------------------------------------------------------
Granted                                         2,915,701                          1.12
---------------------------------------------------------------------------------------
Exercised                                        (729,445)                         0.00*
---------------------------------------------------------------------------------------
Balance March 31, 2001                          4,851,360                         $2.90
                                                =========                         =====
---------------------------------------------------------------------------------------
</TABLE>
*Cashless exercise

(3)   RESTRUCTURING CHARGE

During the second quarter of 2000, the Company implemented a restructuring plan
to reduce its size and realign its organization to conform with strategic
changes.  The major component of the restructuring related to the elimination of
approximately eight employees across the following functions:  sales and
marketing (six), general and administrative (one) and research and development
(one).  Components of the charge include severance and other related expenses.
At March 31, 2001, approximately $378,000 of accrued restructuring charges
remained which are comprised of severance costs.  Approximately $357,700 of the
expense has been paid by the issuance of common stock. The total cash impact of
the restructuring is expected to amount to approximately $864,000. The total
cash paid as of March 31, 2001 was approximately $639,000 and the remaining
amounts will be paid through June 2002. During the three months ended March 31,
2001 the Company recorded a reduction of $182,625 in the estimated costs of this
restructuring.

(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
its 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 Accounting
Principles Board Opinion No. 30 and has reclassified the 2000 financial
statements to reflect this treatment. For the year ended December 31, 2000, the
Company had recorded a reserve for discontinuing operations in the amount of
$1,750,000 which included 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. During the three
months ended March 31, 2001, the Company recorded an additional charge of
$186,629 to reflect additional expense incurred in the discontinued operations.

(5)  LICENSING AGREEMENTS

In September 2000, the Company entered into a sales and distribution agreement
with BioSafe Technologies, Inc. of Denison, Texas, under which it has the right
to market the patented BioSafe head lice cleansing product in the consumer
market within the United States, Mexico and Canada.  The Company agreed to
purchase $150,000 of product and could extend the term of the agreement by
purchasing product totaling approximately $312,500 before April 15, 2002. On
April 25, 2001, the parties agreed to terminate the sales and distribution
agreement.  In connection with the termination, the Company shall receive up to
$10,000 in future royalties on sales of the licensed products by BioSafe and the
Company retained the right to sell its existing inventory.

On January 5, 2001, the Company acquired the right to certain product formulas
which it previously licensed from a supplier, Delta-Omega Technologies, Inc. The
purchase price consisted of installments of $50,000 cash payable on each of
January 5, 2001 and April 1, 2001, 160,000 shares of common stock of the Company
and forgiveness of a note receivable in the amount of $150,000 and accrued
interest thereon. The purchase price has been included in the estimated cost of
discontinued operations.

On January 26, 2001, SafeScience executed an agreement with Wayne State
University and the Barbara Ann Karmanos Cancer Institute granting an exclusive
world-wide license to SafeScience to patents and patent applications related to
"GBC-590 Material" issued to or applied for by Wayne State University and the
Barbara Ann Karmanos Cancer Institute. This agreement adds the rights to these


<PAGE>

                                                                         Page 10
                               SAFESCIENCE, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2001

issued patents and patent applications to the Company's existing patent
portfolio which consolidates the rights to all of the parties' existing GBC-590
intellectual property within SafeScience. SafeScience made an initial payment of
$300,000 upon signing the agreement which was recorded as research and
development expense during the three months ended March 31, 2001 and may pay up
to an additional $1,635,000 in license payments at the rate of 5% of cash raised
through the issuance of debt or the sale of securities of the Company. The
Company is obligated to raise a total of $3,000,000 through the sale of such
securities by October 1, 2001. Once a total of $3,000,000 has been raised, the
Company becomes liable for the unpaid balance of $1,635,000 and has twelve
months to pay such balance. Additional payments of up to $3,000,000 are
contingent upon reaching future commercialization milestones. The Company also
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 per share
that will vest in quarterly installments over two years. 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 GBC-590. During the three months
ended March 31, 2001, the Company recorded an expense of $135,304 related to
warrants which vested under this agreement and expense of $43,750 in payment of
the 5% amount due on sales of securities.



(6) NOTES RECEIVABLE - RELATED PARTIES

Notes receivable from related parties includes a $61,291 promissory note from an
officer/stockholder of the Company. The loan is payable in monthly installments
of $375 including interest of 5.66% with a final payment of $60,601 due on March
11, 2002. The note is collateralized by shares of the Company's common stock.

On May 14, 2001, the loan was paid in full by the officer.

(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.

(8) COMMITMENTS AND CONTINGENCIES

On January 26, 2001, SafeScience executed an agreement with Wayne State
University and the Barbara Ann Karmanos Cancer Institute granting an exclusive
world-wide license to SafeScience to patents and patent applications related to
"GBC-590 Material" issued to or applied for by Wayne State University and the
Barbara Ann Karmanos Cancer Institute. This agreement required an initial
payment of $300,000 and additional contingent payments of $1,635,000. The
Company is obligated to raise a total of $3,000,000 through debt, equity or
other means by October 1, 2001. Once a total of $3,000,000 has been raised, the
Company becomes liable for the unpaid balance of the $1,635,000 and has twelve
months to pay such balance. Additional payments of up to $3,000,000 are
contingent upon reaching future commercialization milestones. The Company also
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 will
vest in quarterly installments over two years. 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 GBC-590.

<PAGE>
                                                                         Page 11

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

SafeScience, Inc. is a biotechnology company developing novel pharmaceutical
products based on carbohydrate compounds. The Company's lead drug candidate GBC-
590, a potential treatment for multiple forms of cancer, is in Phase II clinical
trials for pancreatic and colorectal cancers. The Company also develops
agricultural products.  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 GBC-590 and to continue to pursue Federal and state
registration of its agriculture products and seek alternatives, including sale,
for its agricultural products business area.

SAFESCIENCE, INC.

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


INTERNATIONAL GENE GROUP, INC.

  International Gene Group, Inc. ("IGG") develops human therapeutics. IGG has
been focused on developing GBC-590, 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.
Phase I FDA clinical trials for GBC-590 have been completed. Phase II clinical
trials for GBC-590 designed to evaluate safety and efficacy for pancreatic and
colorectal cancers began in the second quarter of 2000.  The Company plans to
conduct an expanded Phase IIb 75 patient dose escalation trial beginning in mid-
2001 for colorectal cancer patients. In addition, the Company may begin Phase II
trials for prostate cancer in 2002.


<PAGE>
                                                                         Page 12

  IGG has also developed a complex carbohydrate antifungal agent which is being
tested in animals to inhibit Candida infections.

Theoretical Background of GBC-590.  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.  The majority
of a cell's surface components contain carbohydrate structures, which change
characteristics as the cell develops, differentiates and sickens.

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

GBC-590 may offer a novel approach to controlling the progression of cancer, by
disrupting the cellular recognition process of roaming cancer cells and
preventing them from reattaching to each other and to normal tissue. The GBC-590
compound acts as a "molecular decoy" by recognizing Galectin-3, a "lectin", on
cancer cells, attaching itself to the Galectin-3 and preventing those cells from
aggregating. By binding to Galectin-3, GBC-590 may thus prevent metastasis. In
addition, independent research has shown that Galectin-3 is involved in
regulating cell growth and apoptosis (cell death). By binding to Galectin-3,
GBC-590 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 cancer cells form new blood
vessels allowing them to obtain the nutrients necessary for tumor growth. By
binding to Galectin-3, GBC-590 may inhibit angiogenesis.


The Company believes that GBC-590 has the potential for therapeutic effect on
multiple cancer types (i.e. colorectal, prostate, pancreatic, breast and liver)
because the target for GBC-590 on the cancer cells is Galectin-3 which is over
expressed on all these cancer types.

Phase I clinical trials of GBC-590, at the MD Anderson Cancer Center in Houston,
Texas and at Pennsylvania Oncology and Hematology Associates, an affiliate of
the University of Pennsylvania - School of Medicine in Philadelphia,
Pennsylvania, were completed in 1999.  Phase I is intended to assess toxicity;
GBC-590 showed no dose limiting toxicity in patients.

Institutional Review Board (IRB) approval was received at the following sites
prior to conducting the recently completed Phase II clinical trial for
colorectal cancer and/or the ongoing Phase II clinical trial for pancreatic
cancer:

 .  Beth Israel/Deaconess Hospital in Boston, Massachusetts;
 .  University of Chicago Pritzker School of Medicine;


<PAGE>
                                                                         Page 13

 .  University of Rochester Cancer Center;
 .  Christiana Healthcare in Wilmington, Delaware;
 .  Medical Oncology Associates in San Diego, California.

On March 23, 2001, the Company announced that GBC-590 demonstrated positive
clinical activity in colorectal cancer patients in the recently completed Phase
IIa 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. Based on this
promising, early data, the Company plans to conduct an expanded Phase IIb dose
escalation trial. Higher doses of GBC-590 than administered in the Phase IIa
study have already been tested in animals with no dose limiting toxicity
observed. This clinical trial is planned to enroll 75 colorectal cancer patients
separated into three equal groups each receiving a different dose level of GBC-
590. There can be no assurances at present that IV infusion of GBC-590 will
prove effective in reducing or eliminating the spread of cancer in humans or be
safe at higher doses.



CAN-296.  CAN-296 is an anti-fungal agent derived from a naturally occurring
complex carbohydrate, designed for treatment of Candida and Aspergillus
infections.  Candida, a common fungal disease, can take on two forms: deep-
seated infections which can be fatal and superficial infections such as
athlete's foot, skin infections and vaginitis.


CAN-296 has been tested in vitro and in animals against many Candida pathogenic
isolates including resistant strains and demonstrated positive activity.  There
are no assurances that application of CAN-296 will prove effective in reducing
or eliminating Candida infection in humans, and there have been no clinical
studies or tests conducted to prove such an effect.  Additional studies in
animals will be conducted, and based on those results, the Company will decide
whether to proceed to file an Investigational New Drug ("IND") application.



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 to treat
fungal pathogens.  An additional insecticide product (Bb447) is being tested and
developed.


<PAGE>
                                                                         Page 14

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-4 Plant
Defense Booster.  Elexa-4 is an effective non-toxic treatment against fungal
pathogens such as powdery mildew and boytrytis on grapes, and powdery mildew and
gray mold on strawberries, as well as, a variety of additional crops.  Elexa-4
works by stimulating the plants own natural defense system to defend against
attack by diseases. A number of research trials show Elexa-4 to be as effective
at powdery mildew disease protection and control as leading traditional
synthetic chemical fungicides on our initially targeted crops of grapes,
strawberries and cherries. We have filed for state registration in California
and other states for Elexa-4. On April 30, 2001, the State of California
Department of Pesticide Regulation posted its proposed decision to register
Elexa-4 on or after May 29, 2001 for use as a fungicide for various diseases on
grapes, cucumbers, pumpkins, squash and strawberries. Comments on this proposed
registration will be accepted until May 29, 2001.

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
its 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 Accounting
Principles Board Opinion No. 30 and has reclassified the 1999 financial
statements to reflect this treatment.  For the year ended December 31, 2000, the
Company has 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. During the three months ended March
31, 2001, the Company recorded an additional charge of $186,629 to reflect
additional expense incurred in the discontinued operations.


The net losses of the discontinued operations are included in the statements of
operations under discontinued operations.


<PAGE>
                                                                         Page 15

RESULTS OF OPERATIONS: THREE MONTHS ENDED MARCH 31, 2001 VERSUS MARCH 31, 2000

          Research and development costs increased from $1,210,713 for the three
months ended March 31, 2000 to $1,742,095 for the three months ended March 31,
2001, an increase of $531,382, or 43.9%. This increase was primarily
attributable to costs related to the clinical trials of GBC-590 including
production costs and $479,034 in expenses incurred under the terms of the
licensing arrangement with Wayne State University and the Barbara Ann Karmanos
Cancer Institute, partially offset by a reduction in payroll expense and
agriculture research and development expenses.

          General and administrative expenses increased from $915,046 for the
three months ended March 31, 2000 to $1,330,761 for the three months ended March
31, 2001, an increase of $415,715, or 45.4%. The comparison with the three
months ended March 31, 2000 is affected by the impact of discontinued operations
of the consumer and commercial business areas. Total expenses for the three
months ended March 31, 2000 were $1,516,123 before allocations to our
agriculture, consumer, commercial and human therapeutics business operations of
$601,077 for overhead. Before allocations of overhead to operations, general and
administrative expenses decreased from $1,516,123 for the three months ended
March 31, 2000 to $1,330,761 for the three months ended March 31, 2001, a
decrease of $185,362, or 12.2%. This decrease was primarily due to a reduction
in payroll, offset by increased legal expenses and non-cash compensation for
stock options granted to employees.

          Interest income increased from $21,059 for the three months ended
March 31, 2000 to $27,503 for the three months ended March 31, 2001, an increase
of $6,444, or 30.6%.  This increase was attributable to an increase in cash
available for temporary investment.


LIQUIDITY AND CAPITAL RESOURCES

          For the three months ended March 31, 2001, the Company's operations
utilized cash of approximately $3,537,000 primarily to fund the operating loss
and loss on discontinued operations. The Company also invested $11,173 in fixed
asset purchases. The uses of cash were offset by equity financings which
resulted in net proceeds of approximately $840,000 to the Company during the
three months ended March 31, 2001 and the receipt of $2,000,000 from a stock
subscription receivable. 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, 2001, the Company's accumulated deficit was
approximately $47,018,000 and cash balances were $1,839,090. Additionally, the
Company's operating plan indicates that the Company's existing cash balance will
only be sufficient to sustain operations into July 2001 unless additional
financing is obtained. The Company has not obtained commitments from any
existing or potential investors to provide such financing as of May 15, 2001. In
the event that additional financing is not obtained, the Company may be required
to significantly reduce or curtail operations. There is substantial doubt that
the Company will have the ability to continue as a going concern. The financial
statements do not contain any adjustments that may be required as a result of
this uncertainty. The Company has begun a program of cash conservation to permit
it to extend its operations while it pursues additional funds.

          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.

RECENTLY ISSUED ACCOUNTING STANDARDS


In June 1998, the Financial Accounting Standards Board (FASB) issued 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 statement
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


<PAGE>
                                                                         Page 16

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 September 2000, The EITF issued 00-19 "Accounting for Derivative Financial
Instruments Indexed to and Potentially Settled in a Company's Own Stock", which
requires freestanding contracts that are settled in a company's own stock,
including common stock warrants, to be designated as an equity instrument, asset
or a liability. Under the provisions of EITF 00-19, a contract designated as an
asset or a liability must be carried at fair value, with any changes in fair
value recorded in the results of operations. A contract designated as an equity
instrument must be included within equity and no fair value adjustments are
required. In accordance with EITF 00-19, the Company had determined that the
outstanding adjustable warrant, as of December 31, 2000, which required the
issuance of 729,445 shares of the Company's common stock should be designated as
temporary equity. Under the transition rules of EITF 00-19, the Company is
required to record as temporary equity as of December 31, 2000, the intrinsic
value of the warrants outside of stockholders' equity. As of December 31, 2000,
the Company had reclassified the intrinsic value of the warrants of $866,216 to
temporary equity from additional paid-in capital.  As of December 31, 2000,
these warrants had a fair value of approximately $866,216. On February 5, 2001,
the Company issued 729,445 shares of common stock in satisfaction of the
warrants and reclassified the temporary equity to additional paid-in capital.

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,
2001, 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 by 10% from levels that existed at March 31, 2001, 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 COMPANY'S COMMON STOCK COULD DECLINE.


<PAGE>
                                                                         Page 17

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 eight years ago and began to generate revenue only
in the second quarter of 1999.  Through December 31, 2000, we only generated
$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 have incurred approximately
$47.0 million of operating losses since our inception, including $17.3 million
in the year ended December 31, 2000, and $3.1 million for the three months ended
March 31, 2001.  Extensive 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, or unsafe, 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, 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 MAY NOT GENERATE REVENUES IN THE FUTURE BECAUSE WE HAVE CEASED OPERATION OF
OUR CONSUMER AND COMMERCIAL PRODUCT AREAS

We have generated substantially all our revenues from our consumer and
commercial products. We have discontinued operations for our consumer and
commercial product business areas and are exploring alternatives for our
agricultural product business.  We will not generate revenues or other funds on
an ongoing basis unless we receive current payments with respect to the sale of
these areas, receive payments in connection with any potential licensing or
other partnering arrangement with other pharmaceutical or biotechnology
companies, or we are able to bring to market pharmaceutical or agricultural
products.


<PAGE>
                                                                         Page 18

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

We believe that our existing funds are sufficient to fund our operating expenses
and capital requirements into July 2001. We are pursuing additional funds
through sales of our securities and through potential partnering arrangements
with pharmaceutical or mature biotechnology companies. Additional equity
financing may result in dilution to our shareholders. The resale of our common
stock by selling stockholders may negatively affect our ability to obtain
financing. If the market price of our common stock declines, some potential
investors may either refuse to offer us any financing or will offer financing at
unacceptable rates or unfavorable terms. If we are unable to obtain financing
necessary to fund our operations, we may have to sell or liquidate SafeScience.

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. 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. 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, 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 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 GENERATE REVENUES

We license our technology, including GBC-590, from third parties.  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. 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.



<PAGE>
                                                                         Page 19

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

Our principal product areas are agricultural products and pharmaceuticals.
Commercial sales of our proposed products in these areas 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 management, the size and scope
of our business so warrants.  While we have established manufacturing
relationships with 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 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.

WE FACE INTENSE COMPETITION AND RAPID TECHNOLOGICAL CHANGES IN THE MARKETS IN
WHICH WE COMPETE, AND OUR FAILURE TO SUCCESSFULLY COMPETE OR ADAPT 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 BUSINESSES ARE SUBJECT TO SIGNIFICANT GOVERNMENT REGULATION AND FAILURE TO
ACHIEVE REGULATORY APPROVAL OF OUR PRODUCTS WOULD SEVERELY HARM OUR BUSINESS


<PAGE>
                                                                         Page 20

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 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 is 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.


<PAGE>
                                                                         Page 21

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

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.

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.  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, 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.


<PAGE>
                                                                         Page 22

WE ARE CONTRACTUALLY OBLIGATED TO ISSUE SHARES IN THE FUTURE

As of March 31, 2001 there were outstanding options to purchase 1,276,428 shares
of common stock, at a weighted average exercise price of $5.43 per share and
warrants to purchase 4,851,360 shares of common stock at a weighted average
price of $2.90 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 current shareholders.

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

Our common stock could be delisted from The Nasdaq Stock Market if the bid price
of our common stock falls below $1.00 per share for thirty (30) consecutive
business days, if we have less than $2,000,000 in net tangible assets (total
assets less total liabilities and goodwill) and our market capitalization falls
below $35 million, or if the value of our common stock held by our stockholders
(other than our directors and executive officers) is less than $1,000,000. There
are other quantitative and qualitative criteria to remain listed on the Nasdaq
SmallCap Market. On several consecutive days in March and April 2001 our common
stock has traded at prices below $1.00 per share and on December 31, 2000 we had
stockholders' equity of $1,845,751 and other equity of $866,216. On March 31,
2001 we had stockholders' equity of $981,451 and our market capitalization was
less than $35 million. On May 1, 2001 our common stock traded at or above $1.00
and closed at a bid price of $ 1.07 per share.

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."  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.
Consequently, broker-dealers may be less willing or able to sell and/or make a
market in our common stock.  Additionally, an investor would find it more
difficult to dispose of, or to obtain accurate quotations for the price of, our
common stock.  Finally, it may become more difficult for us to raise funds
through the sale of our securities.

IF A SIGNIFICANT NUMBER OF SHARES BECOME AVAILABLE FOR SALE 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


<PAGE>
                                                                         Page 23

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

The holders of the common stock do not have cumulative voting rights.  Two of
our directors, one of whom is an executive officer of SafeScience, own
approximately 16% collectively 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 may lose all or a substantial part of their investment.
Our operations are subject to numerous risks associated with the development of
agricultural 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.


<PAGE>
                                                                         Page 24

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,
2001.

The Company issued to four accredited investors 775,000 shares of common stock
at a weighted average price of $1.129 per share.  The purchasers also received
warrants to purchase 310,000 shares at prices ranging from $2.20 to $5.00 per
share exercisable for five years, and warrants to purchase 90,000 shares at
$0.01 per share.  Net proceeds from the offering were $875,000.  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

   10.1    *Product Formula Agreement by and between SafeScience, Inc. and
Delta-Omega Technologies, Inc. dated January 5, 2001.

   10.2    **License Agreement by and among SafeScience, Inc., Wayne State
University and Barbara Ann Karmanos Cancer Institute dated January 26, 2001.
__________

*  Previously filed with the Commission as an exhibit to, and incorporated
herein by reference from, the Company's Registration Statement on Form S-3 filed
with the Commission on May 3, 2001.

**  Previously filed with the Commission as an exhibit to, and incorporated
herein by reference from, the Company's Current Report on Form 8-K filed with
the Commission on January 31, 2001.

(b)  Reports on Form 8-K.

   1.    On January 18, 2001 the Company filed a Current Report on Form 8-K to
report the issuance of a press release regarding the sales of $4,703,000 of
common stock and warrants to an institution and accredited investors.

   2.    On January 31, 2001 the Company filed a Current Report on Form 8-K to
report the execution of a world-wide exclusive license agreement on patents
related to GBC-590 from Wayne State University and the Barbara Ann Karmanos
Cancer Institute.

   3.    On January 31, 2001 the Company filed a Current Report on Form 8-K to
report the issuance of a press release regarding the engagement of Burrill &
Company to identify alternatives for the Company's consumer, industrial and
agricultural product areas.

   4.     On April  9, 2001 the Company filed a Current Report on Form 8-K to
report the issuance of press releases regarding (i) the appointment of Bruce
Zetter, Ph.D., Peter Quesenberry , M.D., Ram Sasisekharan, Ph.D. and David
Elmaleh , Ph.D. to its Scientific Advisory Board, (ii) the discontinuation of
its consumer and commercial product lines, and (iii) the demonstration of
positive clinical activity in colorectal cancer patients in its recently
completed Phase IIa clinical trial of GBC-590.


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                                                                         Page 25

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 17th day of May 2001                                .
                       ----------------------------------------


                    SAFESCIENCE, 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