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, 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)


              -----------------------------------------------------
              (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                        16,658,344
          $.10 per share


<PAGE>

                                      INDEX


PART I  FINANCIAL INFORMATION

 Item 1.  Financial Statements

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

     Condensed Consolidated Statement of Operations,
          Three Months and Nine Months Ended September 30,
           2000 and September 30, 1999                                     4

     Condensed Consolidated Statement of Cash Flows, Nine
          Months Ended September 30, 2000 and September 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                                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,
                                              SEPTEMBER 30,          1999 (SEE
                                                  2000               NOTE BELOW)
                                              -------------        -------------

Current Assets
 Cash and cash equivalents                    $    560,225       $    383,356
 Accounts and notes receivable                     912,705            352,217
 Inventories (Note 2)                              322,278            189,008
 Other current assets                              212,895            201,746
                                              -------------      ------------
         Total Current Assets                    2,008,103          1,126,327

Property, Plant and Equipment (Net of
  accumulated depreciation of $442,808 at
  September 30, 2000 and $472,961 at
  December 31, 1999)                               271,737            192,936

Capitalized Software Development
  Cost (Note 3)                                    608,038            202,451
Other Assets (Note 4)                              411,734                 --
                                              ------------        -----------

                                              $  3,299,612        $ 1,521,714
                                              ============        ===========

                      Liabilities and Stockholders' Equity

Current Liabilities
 Current portion of long term debt            $    115,831        $    22,293
 Accounts payable                                  177,808             77,245
 Accrued expenses                                  304,632            237,546
                                              ------------        -----------
         Total Current Liabilities                 598,271            337,084
                                              ------------        -----------

Long Term Debt                                     215,170             34,266
                                              ------------        -----------

    Total Liabilities                              813,441            371,350
                                              ------------        -----------

Stockholders' Equity
 Common stock:
   Authorized 20,000,000 shares at
    $0.10 par value; issued and
    outstanding 16,658,344 at
    September 30, 2000 and
    16,529,844 at December 31, 1999              1,665,835          1,652,985
 Unrealized holding gain on investment               6,000              6,500
 Additional paid-in capital                          8,332                853
 Retained earnings (deficit)                       806,004           (509,974)
                                              ------------        -----------
    Total Stockholders' Equity                   2,486,171          1,150,364
                                              ------------        ------------
                                              $  3,299,612        $ 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


                                           Nine Months Ended                        Three Months Ended
                                             September 30,                             September 30,
                                   ------------------------------------------------------------------------
                                       2000                 1999                 2000                1999
                                   ------------        -----------           ----------           ---------
<S>                              <C>                  <C>                  <C>                 <C>

Revenues                           $ 4,292,409          $2,647,766           $1,492,120            $729,149


Cost of Product Sales                  603,059             401,287              255,215             111,345

Selling, General and
Administrative Expenses              2,376,929           1,775,524              957,447             586,822
                                   -----------         -----------         ------------        ------------

Income from Operations               1,312,421             470,955              279,458              30,982
                                   -----------         -----------         ------------        ------------

Other Income (Expense)
 Gain on Sale of Assets                     --              86,759                   --              86,759
 Interest Income (Expense)                 621              (6,745)                 679              (1,055)
 Miscellaneous                           2,936             (42,184)                  94              (8,038)
                                   -----------         -----------         ------------        ------------
Total Other Income (Expense)             3,557              37,830                  773              77,666
                                   -----------         -----------         ------------        ------------


Net Income                         $ 1,315,978          $  508,785           $  280,231          $  108,648
                                   ===========         ===========          ===========         ===========

Weighted Average Shares
Outstanding                         16,534,633          16,525,344           16,534,633          16,525,344
                                   ===========         ===========          ===========         ===========

Basic and Diluted Income
per Common Share                   $       .08         $       .03           $      .02          $      .01
                                   ===========         ===========           ==========          ==========


See accompanying notes to condensed consolidated financial statements.

</TABLE>


                                       4


<PAGE>


                      SIBONEY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999



                                                        2000            1999
                                                    ----------      ------------

Cash Flows from Operations
    Net income                                      $1,315,978      $   508,785
    Adjustments to reconcile net income to
      net cash provided by continuing
      operations:

      Depreciation                                      65,798           44,830
      Amortization                                      57,657            3,746
      Gain on Sale of Assets                                --          (86,759)

      Change in assets and liabilities:

        Increase in accounts and notes
          receivable                                  (560,488)         (90,865)
        (Increase) decrease in inventory              (133,270)           4,746
        Increase in other current assets               (11,649)          (9,176)
        Increase in accounts payable
          and accrued expenses                         167,649            1,479
                                                   -----------      -----------
Net Cash Provided by Operations                        901,675          376,786
                                                   -----------      -----------

Cash Flows from Investing Activities
 Payments for equipment                               (144,600)         (66,577)
 Payments for capitalized software
  development cost                                    (239,302)        (149,732)
 Payment for business acquisition                     (344,659)              --
 Proceeds from sale of asset                               ---          156,339
                                                   -----------      -----------

Net Cash Used in Investing Activities                 (728,561)         (59,970)
                                                   -----------       ----------

Cash Flows from Financing Activities

 Payment on long-term debt                                  --          (14,181)
 Payment on capital leases                             (16,573)              --
 Proceeds from issuance of common stock                 20,328              893
                                                   -----------      -----------
Net Cash Provided by (Used in)
  Financing Activities                                   3,755          (13,288)
                                                   -----------      ------------

Net Increase in Cash and Cash Equivalents              176,869          303,528

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

Cash and Cash Equivalents -
  End of Period                                     $  560,225       $  437,915
                                                    ==========       ==========

Supplemental Disclosure of Cash Flow Information

Interest Paid                                        $   4,337        $   6,602
                                                    ----------        ---------

Noncash investing activities:  The Company acquired certain assets of a business
for a total  acquisition  price of $635,671  consisting of $344,659 paid in cash
and a note payable amounting to $291,012.

See accompanying notes to condensed consolidated financial statements.


                                       5

<PAGE>


                      SIBONEY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999


1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

2.  INVENTORIES

Inventories consist of the following:


                                SEPTEMBER 30, 2000            DECEMBER 31, 1999
                                ------------------            -----------------

    Raw materials                     $217,394                     $ 137,803

    Finished goods                     104,883                        51,205
                                       -------                      --------

                                      $322,277                     $ 189,008
                                      ========                     =========


3.  CAPITALIZED SOFTWARE DEVELOPMENT COSTS

The Company  capitalizes  costs  associated with the development and purchase 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.  Accumulated  amortization amounted to $36,263 at September 30, 2000
and $5,820 at December 31,1999.

4.  OTHER ASSETS
                                       SEPTEMBER 30, 2000      DECEMBER 31, 1999
                                       ------------------      -----------------
Other Assets consist of:
  Goodwill (Net of accumulated
  amortization of $14,714)                    $324,234            $         --
  Covenant not to Compete (Net of
  accumulated amortization of $12,500)          87,500                      --
                                            ----------            ------------
                                            $  411,734            $         --
                                            ==========            ============

                                       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 1, 2000 the Company  purchased the publishing  assets and corporate name
of Teacher  Support  Software  ("TSS") for a purchase  price of  $650,000,  plus
certain  contingent  payments based on annual net sales of the purchased product
line in years 2001,  2002 and 2003.  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 is selling the entire TSS product line through its dealer
and direct  channels to schools  and have  included  selected  TSS titles in its
Orchard  product  line.  The 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 and  assessment  which  identifies  problem areas and
generates student-specific assignments. 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. The Company is continuing to upgrade Orchard with advanced assessment
and management features.

During 2000,  the Company  released a new early  reading  comprehension  program
based upon the latest research in guided  reading.  Reading  Explorers  includes
four titles for reading  levels one through four which help students  master the
most important  reading  comprehensive  skills.  Reading  Explorers will be sold
through the Company's GAMCO and Orchard sales channels.


                                       7
<PAGE>


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

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 SEPTEMBER 30, 2000 vs. SEPTEMBER 30, 1999

Total revenues  increased  104.6% or $762,971 to $1,492,120 from $729,149 during
the three month period ended  September  30,2000  compared to the same period in
1999,  primarily  due to the higher  sales of Siboney  Learning  Group.  Orchard
Teachers Choice Software sales accounted for 88.73% of the increase in revenues.

Cost of product  sales  increased  129.2% or $143,870 to $255,215  from $111,345
during the quarter  compared to the previous  year's  quarter,  primarily due to
higher  sales.  As a percentage of revenue,  cost of product sales  increased to
17.1%  compared to 15.3% in the prior year,  primarily due to a royalty  advance
payment  made to a  publisher  for its state  standards  content  which  will be
integral to the  Company's  new version of Orchard.  Cost of product sales would
have been  slightly  lower than the same  period in 1999  without  this  advance
royalty payment.

Selling,  general and  administrative  expenses  increased  63.2% or $370,625 to
$957,447 from $586,822  during the quarter ended  September 30, 2000 compared to
the same quarter in 1999,  primarily due to increased catalog  advertising costs
associated with the Teacher Support Software acquisition, increased amortization
of TSS acquisition  costs,  higher Orchard related expenses for the expansion of
the dealer  network  and the  annual  Orchard  dealer  meeting,  higher  salary,
commission and marketing expenses associated with higher sales.

As a net result of the increased sales and other reasons  mentioned  above,  the
Company's net income for the third quarter of 2000 was $280,231,  an increase of
157.9% over the $108,648 reported for the third quarter of 1999.


                                       8
<PAGE>


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

           NINE MONTHS ENDED SEPTEMBER 30, 2000 vs. SEPTEMBER 30, 1999

Total  revenues  increased  62.1% or $1,644,643 to  $4,292,409  from  $2,647,766
during the nine month  period  ended  September  30,  2000  compared to the same
period in 1999, primarily due to higher sales at Siboney Learning Group. Orchard
sales  increased  159% over the same period in 1999.  In addition,  revenue from
Siboney Coal Company was $180,561,  an increase of $150,561 over the same period
in 1999.

Cost of product  sales  increased  50.3% or $201,772 to $603,059  from  $401,287
during the nine months ended September 30, 1999,  primarily due to higher sales.
As a percentage of revenue, cost of product sales decreased to 14.1% compared to
15.2% in the prior  year,  primarily  due to  increased  sales of higher  margin
licenses.

Selling,  general and  administrative  expenses  increased  33.9% or $601,405 to
$2,376,929 from $1,775,524 compared to the same period in 1999, primarily due to
increased catalog advertising costs associated with the Teacher Support Software
acquisition,  increased  amortization of TSS acquisition  costs,  higher Orchard
related  expenses for the expansion of the dealer network and the annual Orchard
dealer meeting, higher salary, commission and marketing expenses associated with
higher sales.

As a result of the above mentioned reasons, net income for the nine months ended
September 30, 2000 was  $1,315,978,  an increase of 158.7% or $807,193 over last
year.

LIQUIDITY AND CAPITAL RESOURCES

Cash  increased  at  September  30,  2000 to  $560,225  compared  to $383,356 at
December 31, 1999.

Accounts  receivable  increased  159.1% or  $560,488  to  $912,705  compared  to
receivables  of $352,217 at December  31, 1999 due to the higher sales volume at
Siboney  Learning  Group during August and September 2000 compared with November
and December 1999. This was consistent with our experience in previous years.

Inventories  increased 70.5% or $133,270 to $322,278 to support increased sales.
Certain items are bought in quantity in order to receive lower pricing.

Plant,  property and equipment  increased as a result of the Company's move to a
new location and the purchase of new furniture.  In addition,  new equipment was
acquired as new employees were hired.

Capitalized  software development cost increased 200.34% or $405,587 to $608,038
as a result of the allocation of purchased software from the TSS acquisition and
the ongoing development of new software titles.

Other assets  increased  $411,734 at September 30, 2000 compared to December 31,
1999 as a result of goodwill and other assets related to the TSS acquisition.

Current portion of long term debt increased $93,538 to $115,831 at September 30,
2000  compared to  December  31,  1999 as a result of the  financing  of the TSS
acquisition.


                                       9
<PAGE>


Accounts payable and accrued expenses  increased  $314,791 at September 30, 2000
compared to December 31, 1999 primarily due to higher  royalties due as a result
of increased sales.

Long term debt increased $180,904 at September 30, 2000 compared to December 31,
1999 as a result of the financing of the TSS acquisition.

The net worth of the Company at  September  30, 2000 was  $2,486,171compared  to
$1,150,364 at December 31, 1999, as a result of the retention of earnings during
the nine 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  experienced  no  significant  expense  or  problems,  and does not
anticipate any ongoing expense or problems, related to the Y2K issue.



                                       10
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        a)   Exhibits: See Exhibit Index on page 12.

        b)   Reports on Form 8-K: The Company filed a Report on Form 8-K on July
             27, 2000, as amended by Form 8-KA filed September 13, 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: November 13, 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(a)           Financial Data Schedule
                    (Filed EDGAR version only)                        13




                                       12