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 June 30, 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)

     325 North Kirkwood Road, Suite 310, P.O. Box 221029, St. Louis, MO 63122
     ------------------------------------------------------------------------
       (Address of principal executive offices)                   (Zip Code)

                                  314-822-3163
              (Registrant's telephone number, including area code)

    34 North Brentwood Blvd., Suite 211, P. O. Box 16184, St. Louis, MO 63105
       -------------------------------------------------------------------
              (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                                 16,535,844
  $.10 per share


<PAGE>


                                      INDEX


PART I FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheet, June 30,
        2000 and December 31, 1999                                           3

        Condensed Consolidated Statement of Operations,
        Three Months and Six Months Ended June 30, 2000
        and June 30, 1999                                                    4

        Condensed Consolidated Statement of Cash Flows, Six
        Months Ended June 30, 2000 and June 30, 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 6. Exhibits and Reports on Form 8-K                                    10

Signatures                                                                  10

Exhibit Index                                                               11

                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      SIBONEY CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                     Assets
                                                                    DECEMBER 31,
                                            JUNE 30,                 1999 (SEE
                                                 2000               NOTE BELOW)
                                         -----------------          -----------
Current Assets
 Cash and cash equivalents               $    460,624              $   383,356
 Investment                                     8,500                    6,500
 Accounts and notes receivable              1,153,011                  352,217
 Inventories (Note 2)                         201,588                  189,008
 Prepaid expenses and deposits                 69,995                   59,246
 Deferred tax asset                           136,000                  136,000
                                         ------------              -----------
         Total Current Assets               2,029,718                1,126,327

Property, Plant and Equipment
(Net of accumulated depreciation
of $418,323 at June 30, 2000 and
$472,961 at December 31, 1999)                235,883                  192,936

Capitalized Software
Development Cost                              348,471                  202,451
                                         ------------             ------------

                                         $  2,614,072              $ 1,521,714
                                         ============              ===========


                      Liabilities and Stockholders' Equity


Current Liabilities
 Current portion of capitalized
lease obligation                         $     23,229              $    22,293
 Accounts payable                              83,985                   77,245
 Accrued expenses                             297,269                  237,546
                                         ------------              -----------
         Total Current Liabilities            404,483                  337,084
                                         ------------              -----------

Long Term Portion of Capitalized
Lease Obligation                               20,518                   34,266
                                         ------------             ------------

    Total Liabilities                         425,001                  371,350


Stockholders' Equity
 Common stock:
   Authorized 20,000,000 shares
   at $0.10 par value; issued
   and outstanding 16,535,844 at
   June 30, 2000 and 16,529,844
   at December 31, 1999                     1,653,585                1,652,985
 Unrealized holding gain
   on investment                                8,500                    6,500
 Additional paid-in capital                     1,213                      853
 Retained earnings (deficit)                  525,773                 (509,974)
                                         ------------             ------------
    Total Stockholders' Equity              2,189,071                1,150,364
                                         ------------             ------------

                                         $  2,614,072             $  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>

<TABLE>
<CAPTION>

                      SIBONEY CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


                                     Six Months Ended                   Three Months Ended
                                         June 30,                            June 30,
                            -------------------------------------------------------------

                                   2000             1999              2000              1999
                                   ----             ----              ----              ----
<S>                       <C>                <C>                <C>              <C>

Revenues                     $ 2,800,289        1,918,617          1,793,162         1,075,763

Cost of Product Sales            347,844          289,942            214,875           140,825

Selling, General and
Administrative Expenses        1,419,482        1,188,702            717,786           573,375
                            ------------      -----------       ------------       -----------


Income from Operations         1,032,963          439,973            860,501           361,563
                            ------------      -----------       ------------       -----------

Other Income (Expense)
 Interest Income
  (Expense)                          (58)          (5,690)              (521)            4,041
 Miscellaneous                     2,842          (34,146)             2,480           (29,857)
                            ------------     ------------      -------------      ------------
Total Other Income
  (Expense)                        2,784          (39,836)             1,959           (33,898)
                            ------------     ------------      -------------      ------------


Net Income                  $  1,035,747      $   400,137        $   862,460        $  327,665
                            ============     ============        ===========       ===========

Weighted Average
Shares Outstanding            16,530,144       16,519,659         16,530,444        16,520,959
                            ============     ============       ============       ===========

Basic and Diluted
Income per Common Share       $      .06      $       .02          $     .05          $    .02
                              ==========      ===========         ==========        ==========


     See accompanying notes to condensed consolidated financial statements.

                                       4
</TABLE>


<PAGE>


                      SIBONEY CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


                                                      2000              1999
                                                      -----             ----
Cash Flows from Operations
    Net income                                      $1,035,747      $   173,287
    Adjustments to reconcile net
    income to net cash provided
      by continuing operations:

      Depreciation                                      41,316           19,261
       Amortization                                      9,791            3,796

      Change in assets and liabilities:

        Increase in accounts and notes receivable     (800,794)        (255,255)
        (Increase) decrease in inventory               (12,580)           7,892

        (Increase) decrease in prepaid expenses
        and deposits                                   (10,749)           8,278

        Increase (decrease) in accounts payable
        and accrued expenses                            66,463          (31,022)
                                                    ----------      -----------

Net Cash Provided by Operations                        329,194           32,130
                                                   -----------      -----------

Cash Flows from Investing Activities
 Payments for equipment                                (84,261)         (17,101)
 Payments for capitalized software
   development cost                                   (155,811)        (102,497)
                                                   -----------      -----------

Net Cash Used in Investing Activities                 (240,072)        (119,598)
                                                   -----------      -----------

Cash Flows from Financing Activities

 Borrowing under line-of-credit agreement                   --          155,000

 Payment on capital leases                             (12,814)          (8,942)
 Proceeds from issuance of common stock                    960              893
                                                   -----------      -----------

Net Cash Provided by (Used in)
  Financing Activities                                 (11,854)         146,951
                                                   -----------      -----------

Net Increase in Cash and Cash Equivalents               77,268           59,483

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


Cash and Cash Equivalents -
  End of Period                                    $   460,624       $  193,870
                                                   ===========       ==========


Supplemental Disclosure of Cash
  Flow Information

 Interest Paid                                     $     2,577       $    6,602
                                                    ----------       ----------


     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>


                      SIBONEY CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2000 AND 1999


1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The condensed consolidated balance sheet as of June 30, 2000, the condensed
     consolidated  statement of operations for the six-month and the three-month
     periods  ended  June  30,  2000 and  1999  and the  condensed  consolidated
     statement  of cash  flows for the  six-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 June 30, 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 June 30, 2000 are not  necessarily  indicative  of the
     operating results for the full year.

2.   INVENTORIES

     Inventories consist of the following:


                                       JUNE 30, 2000           DECEMBER 31, 1999
                                       -------------           -----------------

     Raw materials                        $  97,226                $ 137,803

     Finished goods                         104,362                   51,205
                                          ---------                 --------

                                          $ 201,588                $ 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
     $9,791 for the six months ended June 30, 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.  Prior to July 1, 2000, Siboney Learning Group
offered two product lines: GAMCO Educational Software ("GAMCO"),  which provides
highly  motivational  curriculum-based  single  titles and series,  and Orchard:
Teacher's  Choice  Software  ("Orchard"),  which offers schools a  comprehensive
curriculum-based solution with universal management.

On July 31, 2000 the Company  purchased the publishing assets and corporate name
of Teacher Support Software  ("TSS").  Teacher Support Software is a 20 year old
company which has specialized in publishing  educational  software programs that
help teachers help struggling students.

Siboney  Learning Group will sell the entire TSS product line through its dealer
and direct  channels  to schools  and will  include  selected  TSS titles in its
Orchard product line. TSS 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,  TSS offers several  successful teacher tool
programs that should appeal to teachers currently using the Company's products.

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,  Touchdown  Math,
Worksheet  Magic and Word  Works.  The  Company  publishes  over 200  titles for
Windows, Macintosh, DOS and Apple II operating systems.

GAMCO and TSS 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 and some TSS titles include 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, its new assessment options and its cost-effective pricing structure.

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


                                       7
<PAGE>


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


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.

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

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 JUNE 30, 2000 vs. JUNE 30, 1999

Total revenues  increased 66.7% or $717,399 to $1,793,162 from $1,075,763 during
the three month period  ended June 30,2000  compared to the same period in 1999,
primarily  due to the higher sales of Siboney  Learning  Group.  The increase in
sales was lead by a 147% increase in sales of Orchard: Teachers Choice Software,
a higher  margin  product.  In  addition,  revenue from Siboney Coal Company was
$109,930 for the quarter ended June 30, 2000  compared to no revenue  during the
same period in 1999.

Cost of product  sales  increased  52.6% or $74,050 to  $214,875  from  $140,825
during the quarter  compared to the previous  year's  quarter,  primarily due to
higher  sales.  As a percentage of revenue,  cost of product sales  decreased to
13.6%  compared to 15.1% in the prior year  primarily due to increased  sales of
higher margin licenses. 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  25.2% or $144,441 to
$717,786  from  $573,375  during the quarter ended June 30, 2000 compared to the
same quarter in 1999,  primarily due to higher salary,  commission and marketing
expenses associated with higher sales and higher transfer agent fees.

The  Company's  net  income for the second  quarter of 2000,  primarily  for the
reasons above,  was $862,460,  an increase of 163.2% over the $327,665  reported
for the second quarter of 1999.


                                       8

<PAGE>


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


SIX MONTHS ENDED JUNE 30, 2000 vs. JUNE 30, 1999

Total revenues  increased 46% or $881,672 to $2,800,289 from  $1,918,617  during
the six month  period  ended June 30, 2000  compared to the same period in 1999,
primarily  due to higher  sales at  Siboney  Learning  Group.  Sales of  Orchard
increased  106% over the same period in 1999. In addition,  revenue from Siboney
Coal Company was $146,832, an increase of $116,832 over the same period in 1999.

Cost of  product  sales  increased  20% or  $57,902 to  $347,844  from  $289,942
compared to the six months June 30, 1999,  primarily due to higher  sales.  As a
percentage  of revenue,  cost of product  sales  decreased to 14.2%  compared to
17.8% in the prior  year,  primarily  due to  increased  sales of higher  margin
licenses.  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  19.4% or $230,780 to
$1,419,482  from  $1,188,702  compared  to the same  six  month  period  in 1999
primarily due to higher  salary,  commission and marketing  expenses  associated
with higher sales and higher transfer agent fees.

As a result of the above mentioned reasons,  net income for the six months ended
June 30, 2000 was $1,035,747, an increase of 158.8% or $635,610 over last year.

LIQUIDITY AND CAPITAL RESOURCES

Cash increased at June 30, 2000 to $460,624 compared to $383,356 at December 31,
1999.

Accounts  receivable  increased  227.4% or  $800,794 to  $1,153,011  compared to
receivables  of $352,217 at December  31, 1999 due to the higher sales volume at
Siboney  Learning  Group  during May and June 2000  compared  with  November and
December 1999. This was consistent with our experience in the previous year.

The net  worth of the  Company  at June  30,  2000 was  $2,189,071  compared  to
$1,150,364 at December 31, 1999, as a result of the retention of earnings during
the six 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 6.  EXHIBITS AND REPORTS ON FORM 8-K


         a)  Exhibits: See Exhibit Index on page 11.

         b)  Reports on Form  8-K:  No reports on  Form 8-K  were  filed by  the
             Registrant during the quarter ended June 30, 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: July 31, 2000                      By: \s\ Timothy J. Tegeler
                                             -----------------------------------
                                             Timothy J. Tegeler
                                             President, Chief Executive
                                             Officer and Chief Financial Officer



                                       10
<PAGE>


                                 EXHIBIT INDEX



Exhibit Number         Description                                       Page
--------------         -----------                                       ----
    27(a)              Financial Data Schedule
                       (Filed EDGAR version only)                         12

                                       11