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 March 31, 2000

                                       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 S. 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                      16,529,844
            $.10 per share

                                        1

<PAGE>

                                      INDEX


PART I FINANCIAL INFORMATION

   Item 1.  Financial Statements

            Condensed Consolidated Balance Sheet, March 31,
            2000 and December 31, 1999                                     3

            Condensed Consolidated Statement of Operations,
            Three Months Ended March 31, 2000 and March 31, 1999           4

            Condensed Consolidated Statement of Cash Flows, Three
            Months Ended March 31, 2000 and March 31, 1999                 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 5.  Other Information                                             10

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


Signatures                                                                11

Exhibit Index                                                             12



                                        2

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                      SIBONEY CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                     Assets

                                                                   DECEMBER 31,
                                               MARCH 31,             1999 (SEE
                                                 2000               NOTE BELOW)
                                           --------------          -----------
Current Assets
 Cash and cash equivalents                 $     150,900         $    383,356
 Investment                                       14,000                6,500
 Accounts and notes receivable                   607,472              352,217
 Inventories (Note 2)                            181,116              189,008
 Prepaid expenses and deposits                    95,752               59,246
 Deferred tax asset                              136,000              136,000
                                           -------------         ------------
  Total Current Assets                        1,185,240             1,126,327

Property, Plant and Equipment
  (Net of accumulated
  depreciation of $403,346 at
  March 31, 2000 and $472,961 at
  December 31, 1999)                             199,537             192,936

Capitalized Software Development Cost            276,952             202,451
                                           -------------        ------------
                                            $  1,661,729           1,521,714
                                            ============        ============

                      Liabilities and Stockholders' Equity

Current Liabilities
 Current portion of capitalized
   lease obligation                         $     22,824         $    22,293
 Accounts payable                                 68,381              77,245
 Accrued expenses                                212,894             237,546
                                            ------------         -----------
  Total Current Liabilities                      304,099             337,084
                                            ------------         -----------
Long Term Portion of Capitalized
  Lease Obligation                                26,479              34,266
                                            --------------       ------------

    Total Liabilities                            330,578             371,350
    -----------------
Stockholders' Equity
 Common stock:
   Authorized 20,000,000 shares at
    $0.10 par value; issued
    and outstanding 16,529,844                 1,652,985           1,652,985
 Unrealized holding gain on investment            14,000               6,500
 Additional paid-in capital                          853                 853
 Retained earnings (deficit)                    (336,687)           (509,974)
                                           -------------        ------------
    Total Stockholders' Equity                 1,331,151           1,150,364
    --------------------------             -------------        ------------
                                             $ 1,661,729         $ 1,521,714
                                            ============         ===========


NOTE:  The balance  sheet at  December  31, 1999 has been taken from the audited
       financial statements at that date and condensed.

     See accompanying notes to condensed consolidated financial statements.

                                        3

<PAGE>

                      SIBONEY CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


                                                      THREE MONTHS ENDED
                                                           MARCH 31,
                                        ---------------------------------------
                                                 2000                    1999
                                                 ----                    ----

Revenues                                     1,007,127                 842,854
Cost of Product Sales                          132,969                 149,117
Selling, General and
Administrative Expenses                        701,696                 615,327
                                        --------------           -------------

Income from Operations                         172,462                  78,410
                                        --------------           -------------
Other Income (Expense)
 Interest Income (Expense)                         463                  (1,649)
 Miscellaneous                                     362                  (4,289)
                                        --------------           -------------
Total Other Income (Expense)                       825                  (5,938)
                                        --------------           -------------


Net Income                              $      173,287           $      72,472
                                        ==============           =============


Weighted Average Shares Outstanding         16,529,844              16,518,344
                                        ==============           =============
Basic and Diluted Income
  per Common Share                      $         .011           $        .004
                                        ==============           =============


     See accompanying notes to condensed consolidated financial statements.


                                        4

<PAGE>

<TABLE>
<CAPTION>

                      SIBONEY CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999




                                                                      2000                  1999
                                                                      ----                  ----
<S>                                                            <C>                  <C>
Cash Flows from Operations
    Net income                                                   $  173,287            $    72,472
    Adjustments to reconcile net income
      to net cash provided by continuing
      operations:
       Depreciation                                                  19,261                 11,813
       Amortization                                                   3,796                    --
     Change in assets and liabilities:
          Increase in accounts and notes receivable               ( 255,255)              (271,144)
          (Increase) decrease in inventory                            7,892                (31,274)
       Increase in prepaid expenses
       and deposits                                                 (36,506)               (66,789)
       Increase (decrease) in accounts payable
       and accrued expenses                                         (33,516)               141,621
                                                                -----------            -----------
Net Cash Used in Operations                                        (121,041)              (143,301)
                                                                -----------            -----------

Cash Flows from Investing Activities
 Payments for equipment                                             (25,862)                (3,946)
 Payments for capitalized software development cost                 (78,297)                     -
                                                                -----------            -----------
Net Cash Used in Investing Activities                              (104,159)                (3,946)
                                                                -----------            -----------

Cash Flows from Financing Activities
 Borrowing under line-of-credit agreement                                --                115,000
 Payment on capital leases                                           (7,256)                (3,155)
 Net advances from note payable                                          --                 11,097
                                                                -----------            -----------
Net Cash Provided by (Used in) Financing Activities                  (7,256)               122,942
                                                                -----------            -----------

Net Decrease in Cash and Cash Equivalents                          (232,456)               (24,305)

Cash and Cash Equivalents - Beginning of Period                     383,356                134,387
                                                                -----------            -----------

Cash and Cash Equivalents - End of Period                       $   150,900             $  110,082
                                                                ===========             ==========

Supplemental Disclosure of Cash Flow Information
 Interest Paid                                                  $     1,298             $    2,064
                                                                -----------            -----------

</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                        5

<PAGE>


                      SIBONEY CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 2000 AND 1999


1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed  consolidated  balance  sheet as of March 31, 2000,  the condensed
consolidated statement of operations for the three-month periods ended March 31,
2000 and 1999 and the  condensed  consolidated  statement  of cash flows for the
three-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 March 31, 2000 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, 1999.  The results of operations  for the period ended March
31, 2000 are not  necessarily  indicative of the operating  results for the full
year.


2.  INVENTORIES

    Inventories consist of the following:


                                      MARCH 31, 2000          DECEMBER 31, 1999
                                      --------------          -----------------
    Raw materials                         $ 93,960               $ 137,803
    Finished goods                          87,156                  51,205
                                          --------               ---------
                                          $181,116               $ 189,008
                                          ========               =========


3.  CAPITALIZED SOFTWARE DEVELOPMENT COSTS

The  Company  capitalizes  costs  associated  with the  development  of computer
software  for sale.  Costs  are  capitalized  at the point at 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 $3,796 for the
three  months  ended  March 31,  2000 and  $5,820  for the year  ended  December
31,1999.

                                        6

<PAGE>

                      SIBONEY CORPORATION AND SUBSIDIARIES

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


The  Company is  engaged,  through  Siboney  Learning  Group,  Inc.  ("SLG"),  a
wholly-owned  subsidiary,  in the  publishing  and  distribution  of educational
software,  primarily  for  schools.  Siboney  Learning  Group offers two product
lines: GAMCO Educational  Software ("GAMCO") which provides highly  motivational
single  titles and series and Orchard:  Teacher's  Choice  Software  ("Orchard")
which offers schools a  comprehensive  curriculum-based  solution with universal
management.

The  Company  has served  the  educational  market  for more than 35 years.  The
Company's main business is publishing  educational software in math, reading and
language arts for students and teachers in  kindergarten  through grade 12. This
software motivates students to master key skills and concepts which are stressed
on  standardized  tests and in textbooks.  Popular titles include Math Concepts,
Phonics  Mastery,  Reading  Concepts,  Reading for  Critical  Thinking,  Process
Writing,  Money Challenge,  Undersea Reading for Meaning and Touchdown Math. The
Company  publishes  over 200 titles  for  Windows,  Macintosh,  DOS and Apple II
operating systems.

GAMCO titles are sold primarily  through large national catalog dealers,  direct
catalogs and the Company's inside sales force.  These titles are known for their
effective blend of time-on-task  learning with motivational  games. In addition,
each GAMCO title includes a management  program that tracks student progress and
allows teachers to modify the instruction to meet individual learning needs.

Orchard solutions are sold through a network of territorial dealers who actively
call on schools  to sell  larger  curriculum-  and  technology-based  solutions.
Orchard includes  universal  management which tracks student progress across all
programs used by students. The Company believes that Orchard is now a recognized
competitor in the growing Integrated  Learning Systems market as a result of its
motivational  approach,  strong  correlation  to major  national tests and state
objectives, and its cost- effective pricing structure.

During 1999,  the Company  began the  development  of a major upgrade of Orchard
which will include pre- and post-test  assessment along with  computer-generated
assignments. This new upgrade of Orchard is expected to be released in 2000. The
Company  has also begun the  development  of a new early  reading  comprehensive
program  based upon the  latest  research  in guided  reading.  This  four-title
program for reading  levels one through four is also  expected to be released in
2000.

Also during 1999, the Company entered into a licensing agreement under which the
Company has agreed to publish four science concepts  educational software titles
in a hybrid multimedia CD-ROM format in 2000.

The  Company  generated  special  sales  of its  products  starting  in 1999 and
continuing  in  2000  through  a  direct-to-the-home   marketer  of  educational
software.  This  alliance  allows the  Company to reach  families in their homes
without going through expensive retail distribution.  The Company is considering
other special consumer sales opportunities,  including the Internet, to leverage
its strong skills-based content through new sales channels.


                                        7

<PAGE>

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


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

On May 5, 2000 Siboney  Learning Group signed a letter of intent to purchase the
publishing  assets and corporate name of Teacher Support  Software.  The Company
expects to sign a  definitive  agreement  shortly  and  anticipates  closing the
transaction  on or about  July 1,  2000,  subject to  fulfillment  of  customary
conditions.

Teacher  Support  Software is a twenty year old  company  based in  Gainesville,
Florida  which  has  specialized  in  publishing  curriculum-based   educational
software  programs that help teachers help struggling  students.  Best known for
its Worksheet Magic tool program and its Word Works vocabulary program,  Teacher
Support Software has earned a solid  reputation in the school software  industry
for developing reading and writing programs that provide teachers with practical
and  effective  solutions.  Its  revenues for the 12 months ended April 30, 2000
were $634,540.

Siboney  Learning Group will sell the entire Teacher  Support  Software  product
line  through its dealer and direct  sales  channels to schools and will include
selected  Teacher Support  Software titles in its Orchard product line.  Teacher
Support  Software's  titles  provide a strong  complement  to  Siboney  Learning
Group's titles and add depth to the Company's growing line of elementary reading
and writing  programs.  In addition,  Teacher  Support  Software  offers several
successful  teacher tool programs that will appeal to teachers  currently  using
the Company's products.

                              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 MARCH 31, 2000 vs. MARCH 31, 1999

Total revenues  increased  19.5% or $164,273 during the three month period ended
March 31,2000  compared to the same period in 1999,  reflecting  higher sales of
Siboney  Learning Group.  Sales of Orchard:  Teachers Choice Software  increased
49.5% while sales of Gamco's software increased 9.4%.

Cost of product sales decreased 10.8% or $16,148 during the quarter  compared to
the previous year's quarter,  primarily due to lower royalty and material costs.
As a percentage of revenue, cost of product sales decreased to 13.2% compared to
17.7% in the prior year,  primarily due to the above  mentioned  lower royalties
and material  costs.  The Company  expects the cost of sales as a percentage  of
revenue to remain lower compared to 1999 as the Company continues to sell higher
margin  licenses.  This decrease,  however,  could be offset in part by possible
increased royalties payable on newly released products.

Selling, general and administrative expenses increased 14% or $86,369 during the
quarter ended March 31, 2000 compared to the same quarter in 1999, primarily due
to higher  salary,  commission  and marketing  expenses  associated  with higher
sales.

                                        8

<PAGE>



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


The  Company's  net income  for the first  quarter  of 2000,  primarily  for the
reasons above,  was $173,287,  an increase of 139% over the $78,410 reported for
the first quarter of 1999.

                         LIQUIDITY AND CAPITAL RESOURCES

Sales at Siboney  Learning  Group  increased  during  February  and March  2000,
compared with November and December 1999,  consistent with our experience in the
previous  year.  As a result,  cash  decreased  at March 31,  2000,  compared to
December 31, 1999,  in order to pay the increased  level of expenses  (including
increased prepaid expenses, primarily due to the cost of catalog mailings during
February  2000)  associated  with higher sales and to fund the resultant  higher
level of accounts receivable at March 31, 2000.

The Company  anticipates  that it will fund its  acquisition  of the  publishing
assets of  Teacher  Support  Software  by a  combination  of cash on hand and an
advance under the Company's $500,000 credit facility,  under which no loans were
outstanding at March 31, 2000 or are currently outstanding.

The net  worth of the  Company  at March 31,  2000 was  $1,331,151  compared  to
$1,150,364 at December 31, 1999, as a result of the retention of earnings during
the three month period.

                                YEAR 2000 ISSUE

The Year 2000 ("Y2K") issue resulted from 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 assumed the
year  1900  rather  than  2000,   with  various   potential   adverse   effects.
Consequently,  most  computer  programs  had to be  adjusted to assure that they
would go forward and not backward.

The Company has  experienced  no significant  expense or problems,  and does not
anticipate any ongoing expense or problems, related to the Y2K issue.


                                        9

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

Siboney  Learning Group,  the Company's  wholly owned  subsidiary,  has signed a
letter of intent to purchase the publishing assets and corporate name of Teacher
Support Software.

Teacher Support Software,  based in Gainesville,  Florida,  is a twenty year old
company with a strong  reputation in the school software industry for publishing
educational  software that helps teachers help struggling  students.  Best known
for its  Worksheet  Magic tool  program and its Word Works  vocabulary  program,
Teacher Support  Software's  product line complements  current titles offered in
Siboney  Learning  Group's  growing  line of  reading  and  writing  educational
software titles for K-12 schools and adds a new product line category of teacher
tool products. Teacher Support Software's revenues for the 12 months ended April
30, 2000 were $634,540.

The Teacher Support Software line of products will become the third product line
in Siboney  Learning Group's  portfolio of educational  software  products.  The
Company's  GAMCO  product line provides  highly  motivating  and managed  single
titles and series sold through school software dealers and a direct sales force.
The Company's  Orchard:  Teacher's Choice Software product line offers schools a
comprehensive  curriculum-based solution with universal management which is sold
through a network of territorial dealers. Siboney Learning Group will retain the
Teacher  Support  Software  name and sell its  titles  through  all of its sales
channels to schools.

Siboney  Corporation  expects  to  sign  a  definitive   agreement  shortly  and
anticipates the closing on or about July 1, 2000,  subject to the fulfillment of
customary conditions.


                                       10

<PAGE>



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K


           a)     Exhibits: See Exhibit Index on page 12.

           b)     Reports on Form 8-K: No reports on Form 8-K were filed by  the
                  Registrant during the quarter ended March 31, 2000.


                                   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: May 15, 2000                      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               Financial Data Schedule
                      (Filed in EDGAR version only)                    13


                                       12