SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549
          -------------------------------------------------------------
                                   FORM 10-Q/A
                                (Amendment No. 1)

[ 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 May 31, 2000 was 17,593,102 shares.



                                       1
<PAGE>


                                EXPLANATORY NOTE

This  Amendment No. 1 of Form 10-Q to the Quarterly  Report on Form 10-Q for the
period  ending March 31, 2000 of  SafeScience,  Inc.  amends and restates in its
entirety  Item 1 of Part I to reflect  corrections  to the  Company's  cash flow
statement  and to add  information  in the  notes  to the  financial  statements
concerning trade credits and license agreements.




                                       2
<PAGE>



ITEM 1.  FINANCIAL STATEMENTS


<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>

                                       3
<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>



                                       4
<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                                            221,997                  321
    Deposits paid, net                                                                          -             (11,370)
                                                                               ----------------------------------------
             Net cash provided by (used in) investing activities                          198,242            (115,822)
                                                                               ----------------------------------------


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>



                                       5
<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




                                       6
<PAGE>

                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000


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

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



                                       7
<PAGE>

                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000

(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.

 (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:
SafeScience products and pharmaceuticals.  Revenues and cost of revenues to date
relate  to  SafeScience  products.




                                       8
<PAGE>



                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000


Our financial information has been reported on the basis that we use internally
for evaluating segment performance and deciding how to allocate resources to
segments.

(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,  four  customers  represented  97% 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  346,020  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 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




                                       9
<PAGE>



                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000


"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.

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.




                                       10
<PAGE>


                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000

(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.

In January 2000, the Company terminated its agreement with PhytoPharmaceuticals,
Inc and Girma Mitiku,  Ph.D.  under which the Company  licensed certain products
and employed Dr. Mitiku.  During the three months ended March 31, 2000 and 1999,
the  Company  made  payments of $25,128 and  $16,633,  respectively,  under this
agreement.

In January 2000, the Company terminated its distribution agreement with Interbox
Co. Ltd. During the three months ended March 31, 2000 and 1999, no payments were
paid under this agreement.

(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
                                  ==========                  ========


                                       11
<PAGE>



                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000


(5)      TRADE CREDITS

The Company has entered into trade  agreements with two barter companies for the
exchange  of goods and  services.  One barter  company  purchased  approximately
$130,000 of product  from the Company  during the three  months  ended March 31,
2000 and paid for these products by issuing $130,000 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.  The other barter  company  purchased
approximately  $6,000 of product from the Company  during the three months ended
March 31,  2000 and paid for these  products  by issuing  $6,000 of  advertising
credits. The barter company acquires radio time on behalf of the Company; 15% of
the net cost of all media time  utilized  by the  Company is payable in cash and
the  remaining 85% 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:

<TABLE>

                                                                                     Principal Amount as of
                                                                                     ----------------------
                                      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



                                       12
<PAGE>



                                SAFESCIENCE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000


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.




                                       13
<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 20th day of June 2000.
-----------------------------------------


                                SAFESCIENCE, INC.
                                (the "Registrant")



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



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