SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


(X)    Quarterly report for the quarterly period ended September 30, 1999

                                     OR

( )    Transition Report Pursuant To Section 13 Or 15(d) of The Securities
       Exchange Act of 1934

Commission file number  1-3952

                               SIBONEY CORPORATION
             (Exact name of registrant as specified in its charter)

             Maryland                                 73-0629975
 (State or other jurisdiction of             (I.R.S. Employer I.D. No.)
 incorporation or organization)

      34 N. Brentwood Blvd., Ste. 211, P.O. Box 16184, St. Louis, MO 63105
                    (Address of principal executive offices)
                                   (Zip Code)

                                  314-725-6141
              (Registrant's telephone number, including area code)


              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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 [ ]

         Title of class of                       Number of Shares
           common stock                 outstanding as of this Report Date
         -----------------              ----------------------------------
      Common stock, par value                       16,525,344
      $.10 per share


<PAGE>

                                      INDEX


PART I    FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Consolidated Balance Sheet, September 30,
          1999 and December 31, 1998                                   3

          Condensed Consolidated Statement Of Operations,
          Three Months and Nine Months Ended September 30, 1999
          and September 30, 1998                                       4

          Condensed Consolidated Statement of Cash Flows,
          Nine Months Ended September 30, 1999 and
          September 30, 1998                                           5

          Notes to Condensed Consolidated Financial
          Statements                                                   6

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                          7


PART II   OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                            11

Signatures                                                            11

Exhibit Index                                                         12


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      SIBONEY CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                     Assets

                                                                    December 31,
                                                  September 30,      1998 (See
                                                      1999          note below)
--------------------------------------------------------------------------------

Current Assets
 Cash and cash equivalents                        $  437,915       $    134,387
 Investment                                            7,000              8,500
 Accounts and notes receivable                       365,069            274,204
 Inventories (Note 2)                                182,799            187,545
 Prepaid expenses and deposits                        86,950             77,774
                                                 -----------       ------------
         Total Current Asset                       1,079,733            682,410

Property, Plant and Equipment (Net of
accumulated depreciation of $455,668 at
September 30, 1999 and $569,649 at
December 31, 1998)
                                                     186,796            198,820
                                                 -----------        -----------

Capitalized Software Development Costs
(Net of accumulated amortization of
$3,746 at September 30, 1999 - Note 3)              145,986                 --
                                                 ----------        ------------

                                                $ 1,412,515        $    881,230
                                                ===========        ============

                Liabilities and Stockholders' Equity

Current Liabilities
 Current portion long term debt                   $  21,905         $    11,828
 Accounts payable                                    68,814              85,508
 Accrued expenses                                   166,752             148,579
                                                -----------        ------------
         Total Current Liabilities                  257,471             245,915

Long Term Debt                                       39,988              28,437

    Total Liabilities                               297,459             274,352

Stockholders' Equity
 Common stock
  Authorized 20,000,000 shares at $0.10 par
  value; issued and outstanding 16,525,344
  and 16,518,344 at September 30, 1999 and
  December 31, 1998 respectively
 Unrealized holding gain on investment            1,652,535           1,651,835
 Additional paid-in capital                           7,000               8,500
 Retained earnings (deficit)                            493                 300
    Total Stockholders' Equity                     (544,972)         (1,053,757)
                                                -----------       -------------
                                                  1,115,056             606,878
                                                -----------       -------------

                                                 $1,412,515         $   881,230
                                                ===========        ============


NOTE:    The balance sheet  at December 31, 1998 has been taken from the audited
         financial statements at that date and condensed.

     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

<TABLE>
<CAPTION>

                      SIBONEY CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


                                               Nine Months Ended               Three Months Ended
                                                 September 30,                    September 30,
----------------------------------------------------------------------------------------------------
                                        1999              1998              1999             1998
                                        ----              ----              ----             ----
<S>                               <C>               <C>               <C>             <C>

Revenues                            $ 2,647,766        1,918,734           729,149          596,408

Cost of Product Sales                   401,287          260,708           111,345           84,469

Selling, General and
Administrative Expenses               1,775,524        1,589,080           586,822          522,289
                                    ------------      -----------       -----------      ----------

Income from Operations                  470,955           68,946            30,982          (10,350)
                                    ------------      ----------       -----------      -----------
Other Income (Expense)
 Gain on Sale of Assets                  86,759              --             86,759               --
 Interest Income (Expense)               (6,745)          (3,592)           (1,055)            (174)
 Miscellaneous                          (42,184)         (16,976)           (8,038)          (6,052)
                                   ------------      -----------       -----------      -----------
Total Other Income (Expense)             37,830          (20,568)           77,666           (6,226)
                                   ------------      -----------       -----------      -----------

Net Income                          $   508,785       $   48,378        $  108,648       $  (16,576)
                                   ============      ===========       ===========      ===========

Weighted Average Shares
Outstanding                          16,525,344       16,518,344        16,525,344       16,518,344
                                   ============      ===========       ===========      ===========

Basic and Diluted Income
per Common Share                       $   .031          $  .003           $  .007          $ (.001)
                                   ============      ===========       ===========       ==========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>


                      SIBONEY CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


                                                        1999             1998
                                                        ----             ----
Cash Flows from Operations
    Net income from continuing operations           $ 508,785        $  48,378
    Adjustments to reconcile net income
      from continuing operations to net
      cash provided by continuing operations:

     Depreciation                                      44,830           46,296
     Amortization                                       3,746               --
     Gain on sale of assets                           (86,759)              --

     Change in assets and liabilities:

       Increase in accounts and notes                 (90,865)        (157,940)
         receivable

       (Increase) decrease in inventory                 4,746          (23,768)

           Increase in prepaid expenses
             and deposits                              (9,176)          (6,037)

           Increase in accounts payable
             and accrued expenses                       1,479           63,224
                                                    -----------      ---------
Net Cash Provided by (Used in) Operations             376,786          (29,847)
                                                    -----------      ---------
Cash Flows from Investing Activities
 Payments for equipment                               (66,577)         (52,332)
 Capitalized software development costs              (149,732)              --
 Proceeds from sale of asset                          156,339               --
                                                    ----------       ---------
Net Cash Used in Investing Activities                 (59,970)         (52,332)
                                                   ----------       ----------

Cash Flows from Financing Activities
 Payment on long-term debt                            (14,181)         (10,997)
 Proceeds from issuance of common stock                   893               --

Net Cash Provided by Financing Activities             (13,288)         (10,997)
                                                   ----------       ----------

Net Increase (Decrease) in Cash
  and Cash Equivalents                                303,528          (93,176)

Cash and Cash Equivalents -
  Beginning of Period                                 134,387          289,752
                                                   ----------       ----------

Cash and Cash Equivalents -
  End of Period                                     $ 437,915        $ 196,576
                                                   ==========       ==========

Supplemental Disclosure of
  Cash Flow Information

 Interest Paid                                      $   6,602       $   6,408
                                                  -----------       ---------
 Non cash investing activities
 for the 9 months ended September 30, 1999
 included a capital lease for equipment
 of $35,809


     See accompanying notes to condensed consolidated financial statements.


                                       5

<PAGE>

                      SIBONEY CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 1999 AND 1998


1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

       The condensed  consolidated  balance sheet as of September 30, 1999,  the
       condensed consolidated statement of operations for the nine-month and the
       three-month  periods ended  September 30, 1999 and 1998 and the condensed
       consolidated  statement  of cash flows for the  nine-month  periods  then
       ended have been prepared by the Company, without audit. In the opinion of
       management,  all adjustments  (which include only recurring  adjustments)
       necessary  to  present  fairly  the  financial  position  and  results of
       operations at September 30, 1999 and for all periods have been made.

       Certain  information  and  footnote   disclosures  normally  included  in
       financial  statements  prepared in  accordance  with  generally  accepted
       accounting  principles  have been condensed or omitted.  These  condensed
       consolidated  financial statements should be read in conjunction with the
       financial  statements  and notes  thereto  included  in the  Registrant's
       Annual  Report on Form 10-K for the year ended  December  31,  1998.  The
       results of  operations  for the period ended  September  30, 1999 are not
       necessarily indicative of the operating results for the full year.


2.    INVENTORIES

      Inventories consist of the following:


                               September 30, 1999          December 31, 1998
                               ------------------          -----------------

       Raw materials                $ 89,849                    $ 128,727

       Finished goods                 92,950                       58,818
                                     -------                     --------

                                    $182,799                    $ 187,545
                                    ========                     ========



3.     CAPITALIZED SOFTWARE DEVELOPMENT COSTS

       The Company capitalizes costs associated with the development of computer
       software  for  sale.  Costs  are  capitalized  at the  point in which the
       Company  determines  that it is  technologically  feasible to produce the
       software  title.  Such costs are amortized on a declining  balance method
       over a  period  of  four  years.  Amortization  expense  charged  against
       earnings amounted to $3,746 for the nine months ended September 30, 1999.


                                       6
<PAGE>


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

The Company is engaged,  through Siboney Learning Group, Inc. (formerly known as
Gamco  Industries,  Inc.),  a  wholly-owned  subsidiary,  in the  publishing and
distribution  of educational  software.  The Company has served the  educational
market  for more  than 35 years.  The  Company's  main  business  is  publishing
proprietary educational software in math, reading and language arts for students
and teachers in grades  kindergarten  through grade 12. This software  motivates
students to master key skills  which are stressed on  standardized  tests and in
textbooks.  Siboney  Learning  Group  sells  through  a network  of  independent
distributors  throughout  the United  States as well as through its own catalogs
and sales force.  Popular new software  titles  include Math Concepts in Motion,
Reading  for  Critical  Thinking,  Reading  Concepts,  Paragraph  Power  and the
Essential  Language Series.  The Company  publishes over 200 titles for Windows,
Macintosh, DOS and Apple II operating systems.

The Company also has certain natural resource interests, including coal, oil and
gas, through several subsidiaries.

  OVERVIEW OF THE COMPANY

Siboney  Learning  Group  continues to focus on two  priorities:  1)  increasing
distribution  channels to schools for its  instructional  software titles and 2)
accelerating product development of new proprietary and licensed titles.

The  Company  has two  major  product  lines  which are sold  primarily  to K-12
schools.  The GAMCO  product  line  consists  of over 100  individual  titles in
reading, language and mathematics.  These titles supplement teachers' efforts to
teach  basic  skills  and  new  concepts  becoming  more  important  in  today's
curriculum.  GAMCO  products  are sold  through  the leading  national  software
catalog  dealers,  other school  software  dealers and through the Company's own
direct  catalogs and inside sales force who sell the entire  product line to the
Company's 12,000 school customers and 40,000 additional school prospects.

Orchard  Teacher's Choice Software,  introduced in 1997, is the Company's second
major product line.  Orchard  offers a  comprehensive  curricular  solution with
universal  management  to schools  looking for an  integrated  learning  system.
Orchard is sold through a network of 30 dealers and sales  representatives  with
protected  or  exclusive  territories  who are  experienced  in selling the more
expensive  Orchard  product line to schools.  Over 1,000  schools are  currently
using Orchard.

The  Company  has  recently  entered  into  distribution  arrangements  with two
resellers  who will take  selected  titles from the  Company to create  software
bundles sold directly to consumers.

The Company has drastically accelerated its product development through internal
development  and licensing  transactions.  After releasing over 80 new titles or
versions in 1998,  the Company has  introduced 27 new math and reading titles in
1999 for the Macintosh and Windows hybrid CD-ROM  format.  The math titles focus
on key  concepts  stressed in the  National  Council of Teachers of  Mathematics
Standards which have been incorporated into most state-specific  standards.  The
early reading titles emphasize phonics and phonemic awareness for grades K-2.

                                       7
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

In addition,  the Company signed  agreements to create two more major new series
in 1999 which will be  launched in early 2000.  The Company  will  publish a new
science series for grades 4-8 which is currently  being  developed and tested by
the NECTAR  Foundation.  The Company is also  working  with  several  successful
reading authors to create a new reading comprehension series for grades 1-4.

The Company also  completed the final steps of its planned  relocation  from Big
Spring,  Texas to Saint Louis,  Missouri during the second quarter by moving its
customer service and distribution  center operations to Saint Louis. In July the
Company closed the sale of its former Texas facility.

The Company's  revenue growth and success in 1999 can be directly  attributed to
its  increased  distribution  to  schools  and its  stream of new titles and new
versions which are meeting  schools'  needs for quality  content on new computer
platforms.  The  Company  now  believes  it is in a position  to explore  how to
deliver  special  versions of its software to home schoolers and consumers,  two
customer  groups that it does not  currently  reach,  through the  Internet  and
e-commerce in 2000.

  RESULTS OF OPERATION

The following is  management's  discussion  and analysis of certain  significant
factors  which have  affected the  Company's  financial  position and  operating
results during the periods covered by the  accompanying  condensed  consolidated
financial statements.

          THREE MONTHS ENDED SEPTEMBER 30, 1999 vs. SEPTEMBER 30, 1998

During the third quarter of 1999, total revenues  increased 22.3% or $132,741 to
$729,149 compared to the same period ended September 30,1998,  reflecting higher
sales at Siboney  Learning Group.  Increased sales of Orchard  Teacher's  Choice
Software  accounted for 60% of this quarterly  increase in sales. This quarterly
increase in sales is particularly  encouraging as the Company  accounted for its
largest  single  order  ever  during  the  third  quarter  of 1998.  If that one
exceptional  order had been excluded,  the Company's  sales would have increased
70% during this quarter.

Cost of product sales  increased 31.8% or $26,876 to $111,345 during the quarter
compared to the previous  year's  quarter due to the effect of higher  royalties
paid.  As a percentage  of revenues,  cost of product  sales  increased to 15.3%
compared to 14.2% in the prior year, primarily due to royalties paid on sales of
newly  licensed  software  titles.  The  Company  expects the cost of sales as a
percentage  of  revenue  to remain  higher  compared  to 1998 as a result of the
increased  sales of  products,  mainly its Math  Concepts  titles,  on which the
Company owes royalty payments.

Selling,  general  and  administrative  expenses  increased  12.4% or $64,533 to
$586,822  during the  quarter  ended  September  30,  1999  compared to the same
quarter in 1998,  primarily  due to higher  expenses  for  salaries  and related
payroll costs, rent, telephone and catalog advertising expense.

Other  income and expense  increased  $83,892  during the third  quarter of 1999
primarily due to the gain realized on the sale of its former distribution center
building in Big Spring, Texas. This operation was relocated to Saint

                                       8
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

Louis, Missouri the last part of June 1999.

The  Company's  net income  for the third  quarter  of 1999,  primarily  for the
reasons above,  was $108,648,  an increase of 755.5% or $125,224 better than the
same quarter of 1998.

           NINE MONTHS ENDED SEPTEMBER 30, 1999 vs. SEPTEMBER 30, 1998

Revenues  increased 38.0% or $729,032 to $2,647,766 during the nine month period
ended  September 30, 1999  compared to the same period in 1998.  Higher sales at
Siboney Learning Group were the result of new products developed and released in
the past 24 months  and new school  distribution  strategies.  Siboney  Learning
Group's  established  network of Orchard dealers is producing  stronger sales of
more  expensive  curriculum-based  solutions  in addition to the single  program
titles historically sold by the Company through catalogs.

Cost of product sales  increased  53.9% or $140,579 during the nine months ended
September  30, 1999  compared to the same period in 1998 due to higher  revenues
and the effect of higher  royalties paid. As a percentage of revenues,  costs of
product sales increased to 15.2% compared to 13.6% in the prior year,  primarily
due to royalties paid on sales of newly licensed  software  titles.  The Company
expects to cost of sales as a percentage of revenue to remain higher compared to
1998 as a result of the  increased  sales of products on which the Company  owes
royalty payments.

Selling,  general and  administrative  expenses  increased  11.7% or $186,444 to
$1,775,524 during the nine month period ended September 30, 1999 compared to the
same period in 1998, primarily due to higher salaries, related payroll expenses,
offices supplies, rent and telephone.

Total other  expenses  increased  $58,398  during the nine month  period of 1999
compared to 1998.  The gain on sale of assets of $86,759 is primarily the result
of the sale of the Company's former  distribution center building in Big Spring,
Texas.  The  increase in  miscellaneous  expenses  during this period of 1999 is
primarily  due  to  relocation  expenses  incurred  for  the  relocation  of the
Company's distribution center from Big Spring, Texas to Saint Louis, Missouri.

The  Company's  net income for the nine month  period ended  September  30, 1999
primarily for the reasons stated above,  was $508,785,  an increase of 951.7% or
$460,407 better than the same period in 1998.

                         LIQUIDITY AND CAPITAL RESOURCES

Cash  increased  at  September  30,  1999 to  $437,915  compared  to $134,387 at
December 31, 1998.

Accounts  receivable   increased  33.1%  or  $90,865  to  $365,069  compared  to
receivables  of $274,204 at December  31, 1998 due to the higher sales volume at
Siboney Learning Group during August and September 1999,  compared with November
and December 1998. This was consistent with Siboney Learning Group's  experience
in the previous year.


                                       9

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

Capitalized  software development costs increased at September 30, 1999 compared
to December 31, 1998. Beginning in 1999 the Company began capitalizing the costs
associated with the development of computer software for sale.

Long-term debt increased at September 30, 1999 compared to December 31, 1998 due
to a capitalized lease incurred for new computer equipment.

The net worth of the Company at September  30, 1999 was  $1,115,056  compared to
$606,878 at December 31, 1998, as a result of the  retention of earnings  during
the nine month period.

                                 YEAR 2000 ISSUE

The Year 2000 ("Y2K")  issue is the result of computer  programs  being  written
using two digits,  rather than four, to define the applicable year. As a result,
when moving from the year 1999 to 2000, without  adjustment,  such programs will
assume the year 1900 rather than 2000, with various  potential  adverse effects.
Consequently,  most computer  programs must be adjusted to assure that they will
go forward and not backward.

The Company utilizes computer  technologies  throughout its business to carry on
its day to day operations.  Computer  technologies include hardware and software
used by the  Company  both in  developing  its  products  and in  operating  its
business. The Company has recently converted its operating and accounting system
to software which has been warranted to be Y2K compliant.

The Company is initiating  communications  and  developing a monitoring  program
with all of its  significant  suppliers to determine Y2K  compliance.  While the
Company is not  presently  aware of any  significant  exposure,  there can be no
assurance  that the systems of third parties on which the Company relies will be
converted  in a timely  manner,  or that  failure to convert by another  company
would not have a material adverse effect on the Company.

Management anticipates that the most reasonably likely worst-case scenario would
involve a temporary interruption of certain operations.

The cost of  determining  the Company's  exposure to risks  associated  with Y2K
compliance  and correction is estimated to be less than $1,000 and is not deemed
material to its results of operations for the fiscal year.

Educational software produced by the Company is used in conjunction with popular
operating  systems,  namely Macintosh,  DOS and the Windows series.  The Company
produces  single  title  programs  and  multiple  title  programs.  Single title
programs  which are operated in DOS have no dates in their  management  systems.
Single  title  programs  which the Company  produces  for  Macintosh  or Windows
operating systems record student performance by raw score percentage followed by
date  entered,  which is  automatically  provided  by the  underlying  operating
system.  Dates used by the company's  single title programs are displayed in two
digit (i.e.,  07-10-99)  configuration.  Storage of this  information is by most
recent entry and is only displayed and retrieved on a "last information entered,
first  displayed"  basis.  It is not sorted on a date basis and therefore is not
subject to the Y2K problem.  Multiple  title  programs  use a management  system
which displays dates in a four digit (i.e.,  07-10-1999)  configuration and thus
are not subject to Y2K issues.

                                       10
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


        a)     Exhibits: See Exhibit Index on page 13.

        b)     Reports on Form 8-K: No reports on Form 8-K were filed by the
               Registrant during the quarter ended September 30, 1999.


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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.


                                          SIBONEY CORPORATION



Date: November 5, 1999                    By: /s/ Timothy J. Tegeler
                                              ---------------------------------
                                               Timothy J. Tegeler
                                               President, Chief Executive
                                               Officer and Chief Financial
                                               Officer

                                       11
<PAGE>

                                  EXHIBIT INDEX



    Exhibit Number   Description                                      Page
    --------------   -----------                                      ----

         27(a)       Financial Data Schedule
                     (Filed in EDGAR version only)                      13


                                       12