U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -------------

                                   FORM 10-QSB



   [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                For the quarterly period ended September 30, 2000

                                       or

  [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
                        For the transition period from to

                                  -------------

                        Commission file number: 333-34765


                           Ixion Biotechnology, Inc..
        (Exact Name of Small Business Issuer as Specified in Its Charter)


                                  -------------

                               Delaware 59-3174033
          (State of incorporation) (I.R.S. Employer Identification No.)

                          13709 Progress Blvd., Box 13
                                Alachua, FL 32615
                    (Address of principal executive offices)

                   Registrant's telephone number: 904-418-1428

                                  -------------

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No


     The number of shares of the registrant's  common stock, par value $0.01 per
share, outstanding as of October 31, 2000 was 6,849,068.



<PAGE>

                            Ixion Biotechnology, Inc
                               Index to Form 10QSB


Part 1 - Financial Information                                              Page

Item 1.  Financial Statements (unaudited)

 Condensed Balance Sheet - September 30, 2000..................................2

 Condensed Statements of Operations - Three Months and Nine Months Ended
 September 30, 2000 and 1999 and for the period March 25, 1993
 (Date of Inception) through September 30, 2000................................3

 Condensed Statements of Cash Flows - Nine Months Ended
 September 30, 2000 and 1999 and for the period March 25, 1993
 (Date of Inception) through September 30, 2000................................5

  Notes to Condensed Financial Statements......................................6

Item 2.  Management's Discussion and Analysis of Financial Condition and
  Results of Operations or Plan of Operation...................................9

Part II - Other Information

Item 2. Changes in Securities and Use of Proceeds.............................19

Item 6.  Exhibits and Reports on Form 8-K.....................................20

Signatures....................................................................21

Exhibit Index.................................................................21
<PAGE>

Part I.  Financial Information
Item 1.  Financial Statements

Condensed Balance Sheet
September 30, 2000
Unaudited

                                             Assets
Current  Assets:
   Cash and cash equivalents                               $           2,571,808
   Restricted cash for short-term note                                    48,000
   Accounts receivable                                                     1,455
   Prepaid expenses                                                       77,338
   Other current assets                                                      500
                 Total current assets                                  2,699,101

Property and Equipment, net                                              231,436

Other Assets:
    Patents and patents pending, net                                     401,355
    Other                                                                  6,276
                 Total other assets                                      407,631
                  Total Assets                             $           3,338,168

                               Liabilities and Stockholders' Equity

Current Liabilities:
    Accounts payable                                       $              61,447
    Current portion of notes payable                                      46,820
    Accrued expenses                                                     150,384
    Deferred rent - current                                                1,612
     Deferred revenue                                                     34,885
    Interest payable                                                       1,797
         Total current liabilities                                     296,945

Long-Term Liabilities:
    Notes payable                                                        734,768
    Liability under research agreement                                    42,317
    Deferred rent, including accrued interest                             25,726
                   Total long-term liabilities                           802,811
                     Total liabilities                                 1,099,756
Stockholders' Equity:
    Common stock, $.01 par value; authorized 20,000,000, issued and
       outstanding 6,843,668 shares at September 30                       68,437
    Additional paid-in capital                                        10,885,330
    Receivable from shareholder                                      (3,353,303)
    Deficit accumulated during the development stage                 (5,095,628)
    Less unearned compensation                                         (266,424)
                  Total stockholders' equity                          2,238,412

Total Liabilities and Stockholders' Equity                   $         3,338,168

See accompanying notes to condensed financial statements
<PAGE>
Condensed Statements of Operations
<TABLE>

                                                        Three Months Ended
                                                           September 30,
                                                   __2000__             __1999__
                                                             Unaudited
<S>                                                  <C>                                <C>
Revenues:
   Income from research grants                       $          104,494                  $       18,167
   Interest income                                               40,396                             758
   Other income                                                       0                             250
            Total revenues                                      144,890                          19,175

Expenses:
  Operating, general and administrative                         216,428                         128,699
  Research and development                                      411,182                         132,282
  Interest                                                       18,827                          37,559
                 Total expenses                                 646,437                         298,540

Net Loss.                                            $         (501,547)                $      (279,365)

Basic and Diluted Net Loss per Share                 $            (0.08)                $         (0.11)

Weighted Average Common Shares                                6,270,051                       2,653,463

</TABLE>

See accompanying notes to condensed financial statements
<PAGE>
<TABLE>
                                                                                                               For the Period
 .........                                                                                                      March 25,
Condensed Statements of Operations                                                                             1993 (Date
 .........                                                                                                      of inception)
 .........                                               Nine Months Ended                                      through
 .........                                                   September,                                         September 30,
                                                               2000                     1999                   2000
 .........                                                  ______________           _____________              _______________
 .........                                                                 Unaudited                                Unaudited
<S>                                                     <C>                        <C>                        <C>
Revenues:
   Income under research agreement                      $        2,450             $            0             $        305,284
   Income from research grants                                 231,632                     18,167                      394,935
   Interest income                                              44,027                      1,721                       69,580
   Other income                                                      0                        945                       18,834
                                                        ______________             ______________             ________________
            Total revenues                                     278,109                     20,833                      788,633

Expenses:
  Operating, general and administrative                        457,154                    278,179                    2,373,061
  Research and development                                     790,892                    394,392                    2,926,958
  Interest                                                     106,304                    117,684                      584,243
                 Total expenses                              1,354,350                    790,255                    5,884,262

Net Loss.                                               $   (1,076,241)            $     (769,422)            $     (5,095,629)

Basic and Diluted Net Loss per Share                    $        (0.23)            $        (0.30)

Weighted Average Common Shares                               4,765,754                  2,561,053
</TABLE>


See accompanying notes to condensed financial statements
<PAGE>
<TABLE>

Condensed Statements of Cash Flows
                                                                                                             For the Period
                                                                                                             March 25, 1993
                                                                         Nine Months                       (Date of inception)
                                                                      Ended September 30,                        through
                                                                       2000                   1999            September 30, 2000
                                                                 ___________             __________         ____________________
                                                                              Unaudited                           Unaudited
<S>                                                           <C>                      <C>                       <C>
Cash Flows from Operating Activities:
    Net loss                                                  $  (1,076,241)           $     (769,421)           $ (5,095,628)
    Adjustments to reconcile net loss to net cash used in
        operating activities:
 .........Depreciation                                                29,853                    21,332                  98,019
 .........Amortization                                                14,726                     4,036                  27,596
 .........Write-off of abandoned patents                                   0                         0                  13,045
 .........Amortization of debt discount                               42,876                    42,876                 233,436
Stock warrants issued under license agreement                             -                         -                  20,465
 .........Stock, options/warrants issued for consulting services       4,340                         -                  36,340
 .........Stock compensation                                         109,839                   107,308                 626,140
 .........Increase in prepaid expenses and
 .........       other current assets                                (73,902)                     (150)                (78,572)
 .........Decrease in accounts receivable                             27,465                    (5,150)                   (546)
 .........Increase in deferred revenue                                34,885                         -                  34,885
 .........Increase in liability under
 .........       research agreement                                        -                         -                  42,317
 .........Increase in accounts payable and
 .........       accrued expenses                                      9,751                     87,241                216,501
 .........Increase in deferred fees and salaries                         726                    174,131                918,216
 .........Increase in deferred rent                                    1,264                        (13)                25,006
 .........Increase in interest payable                               (35,314)                         -                 24,506
 .........         Net cash used in operating activities            (909,734)                  (337,810)            (2,858,273)
Cash Flows from Investing Activities:
     Purchase of property and equipment                            (149,336)                   (71,328)              (274,807)
     Organization Costs                                                   -                          -                   (436)
      Transfer to restricted cash                                   (48,000)                         -                (48,000)
     Payments for patents and patents pending                       (36,705)                   (92,793)              (424,571)
 .........         Net cash used in investing activities            (234,041)                  (164,121)              (747,814)

Cash Flows from Financing Activities:
     Proceeds from repayments of loans from officers               (312,399)                    90,000                132,908
     Proceeds from issuance         of note payable                  48,000                          -                 48,000
     Proceeds from issuance of convertible notes payable                  -                    300,000              1,087,270
     Proceeds from issuance of common stock                       3,966,337                    151,000              5,098,237
     Principal reductions in notes payable                           (1,180)                   (12,895)               (40,223)
     Payment of deferred offering costs                                (820)                    (8,070)              (130,500)
     Payment of loan costs                                           (6,716)                         -                (17,796)
         Net cash provided by (used in)
         financing activities                                     3,693,222                    520,035              6,177,896
                                                                ___________                  _________              _________
Net Increase (Decrease) In Cash and Cash Equivalents              2,549,447                     18,104              2,571,808

Cash and Cash Equivalents at Beginning of Period                     22,361                     18,633                      -
Cash, Equivalents and Restricted Cash at End of Period        $   2,571,808                $    36,737          $   2,571,808
                                                              _____________                ___________          _____________
</TABLE>

See accompanying notes to condensed financial statements
<PAGE>

 Notes to Condensed Financial Statements
Nine Month Period Ended September 30, 2000

1.   Basis Of Presentation:

     The  accompanying  unaudited  condensed  financial  statements for the nine
months ended September 30, 2000 and 1999, respectively, and for the period March
25, 1993 (date of inception)  through  September 30, 2000, have been prepared in
accordance with generally accepted  accounting  principles for interim financial
statements.  Accordingly,  they do not include all the information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  These interim  financial  statements  should be read in conjunction
with the December 31, 1999  financial  statements  and related notes included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999.
In the opinion of the Company,  the accompanying  unaudited  condensed financial
statements  contain  all  adjustments,   consisting  only  of  normal  recurring
accruals,  necessary to present fairly the Company's financial position, results
of  operations,  and cash  flows  for the  periods  presented.  The  results  of
operations  for the  interim  period  ended  June 30,  2000 are not  necessarily
indicative of the results to be expected for the full year.

2.   Significant Accounting Policies

     Revenue  Recognition  In  December  1999,  the  SEC  staff  issued  a Staff
Accounting   Bulletin  ("SAB")  No.  101,  "Revenue   Recognition  in  Financial
Statements"  (SAB 101).  Among other  things,  SAB 101 discusses the SEC staff's
view on accounting for non-refundable  up-front fees received in connection with
collaboration agreements.  SAB 101 is effective for fiscal years beginning after
December 15, 1999.  The Company has evaluated SAB 101 and the effect it may have
on the financial  statements.  At this time,  the Company  believes that SAB 101
will  not have a  material  impact  on its  financial  position  or  results  of
operations.

     Financial Instruments - Amendment of Statement 133

     In June 2000, the Financial Accounting Standards Board ("FASB") issued FASB
Statement No. 138,  "Accounting for Certain  Derivative  Instruments and Certain
Hedging  Activities").  Among other things, FAS 138 "establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments...". The Company has evaluated FAS 138 and the effect it may have on
the financial  statements.  At this time, the Company believes that FAS 138 will
not have a material impact on its financial position or results of operations.


2.   Notes Payable:

     On June 23, 2000, the company  borrowed  $48,000 on a commercial fixed rate
promissory Note at 7.83% and  collateralized  by a $48,000 CD earning 5.83%. The
note requires  five  interest-only  payments,  and a final payment of the unpaid
principal  balance  plus  accrued  interest on December  23,  2000.  There is no
prepayment  penalty.  Although not required by the terms of the loan  agreement,
$1,180 has been paid on the  principal  amount and $46,820  remains at September
30, 2000 to be paid on the principal.
<PAGE>
3.   Income Taxes:

     The  components of the Company's net deferred tax asset and the tax effects
of the primary temporary  differences  giving rise to the Company's deferred tax
asset are as follows as of September 30, 2000:

                   Net operating loss carryforward $ 2,013,000
                          Deferred tax asset 2,013,000
                        Valuation allowance $ (2,013,000)

                         Net deferred tax asset $ __0__
4.    Stock Options:

     On January 1, 2000,  the Company  granted  ten-year  options under the 1994
Stock Option Plan to purchase  8,000 shares of Common Stock at an exercise price
of $4.00 per share. Stock options are exercisable only when vested. Options vest
at the rate of 20% per year and are exercisable generally within ten years after
date of grant.

     On April 1, 2000, the Company  granted options to purchase 86,900 shares of
Common  Stock at an  exercise  price of $4.00 per  share.  This  transaction  is
discussed further under note 5.

     On July 14, 2000,  2000,  the Company  granted  options to purchase  12,500
shares of common stock at an exercise price of $4.00 to new employees  under the
1994 Stock Option Plan.

     On August 16, 2000, the Company  granted  options to purchase 500 shares of
common  stock at an  exercise  price of $4.00 to a new  employee  under the 1994
Stock Option Plan.

     On October 2, 2000, the Company  granted  options to purchase 500 shares of
common  stock at an  exercise  price of $4.00 to a new  employee  under the 1994
Stock Option Plan.



5.    Stockholder's Equity

     The Company sold 150,000  shares and  received  gross  proceeds of $600,000
through  September 30, 2000 in the public  offering that commenced  December 10,
1997 and  terminated  on March 31, 2000.  Offering  costs of $135,870  have been
offset against the proceeds of the offering  through the termination date of the
offering, March 31, 2000.

     On July 14, 2000 Qvestor,  LLC ("Qvestor"),  a Delaware subsidiary of Q-Med
AB (publ)  exercised the option granted in September  1999 to acquire  3,337,500
shares of the Company's  common stock for cash of  $6,675,000  and certain other
consideration pursuant to a stock purchase agreement.  At closing,  Qvestor paid
cash of $3,321,697 and Q-Med agreed to a world-wide, non-exclusive, royalty free
license of its  hyaluronic  acid  technology  for use with the  Company's  islet
technology.  The balance of the  $6,675,000  cash portion of the purchase  price
will be paid not later than July 14, 2001.  Prior to July 14, 2000,  Q-Med owned
562,500 shares of the Company's common stock,  which,  together with the Qvestor
purchase, brings the Q-Med group's total common stock ownership to 3,900,000, or
approximately 57% of the Company's outstanding shares at September 30, 2000.
<PAGE>
     At the closing as a condition of the stock purchase  agreement,  $1,028,763
in deferred  fees and  salaries  due to officers and  employees  were  satisfied
through  the  issuance  of 236,192  shares of  restricted  common  stock and the
payment of $84,000 in cash. 62,289 shares vested immediately; 50% of the balance
vest  on  July  13,  2001,  and  1/12  of the  remaining  balance  vest  monthly
thereafter.

     On April 1, 2000, options to purchase 86,900 shares at $4.00 per share were
issued to then holders of options with  exercise  prices  greater than $4.00 per
share.  Acceptance of the new options was  conditioned  on an agreement that the
old options would expire on December 31, 2000. On March 31, 2000,  the Financial
Accounting  Standards  Board (FASB)  issued  Interpretation  No. 44 (FIN 44), an
interpretation of APB Opinion No. 25, which included a provision under which the
curtailment  of the old options  triggered a requirement  for  "variable  award"
accounting for these 86,900 options.  In light of this new  interpretation,  the
Audit and Benefits  Committee  elected to cancel the April 1, 2000 options,  and
issue, in their place,  8,690 shares of common stock to the option holders.  The
Company  issued 8,640 of the shares on September  14, 2000 and will  recognize a
stock compensation  charge for the intrinsic value of the shares of common stock
as they vest over three years

     On July 14, 2000,  under the Board  Retainer  Plan,  the Audit and Benefits
Committee  awarded  17,000 shares of  restricted  common stock to members of the
board of directors and members of the Scientific Advisory Board and 7,800 shares
to officers and employees.

     On August 31, 2000,  18,672 shares of Common Stock were issued for warrants
exercised by the  University of Florida  (issued in partial  payment of rent for
the  Company's   facilities  pursuant  to  the  License  Agreement  between  the
University of Florida Research Foundation, Inc. and the Company).

     On August 31,  2000,  2,000 shares of Common Stock were issued for warrants
exercised by an individual.

     On September 21, 2000, 100 shares were issued to a new employee.


6.    Related Party Transactions

     The  Chairman/Chief  Executive  Officer and  President  of the Company each
entered into a revolving agreement to extend the Company bridge loans.  Interest
on bridge  loans was at 8%,  but could be reset  annually,  at the  election  of
either party,  to prime rate in effect on January 1 of any given year,  plus 3%.
In March,  2000,  the officers  purchased  25,650  shares of common stock in the
public offering at the public offering price of $4.00 per share. In payment, the
officers  cancelled  $102,600 in principal  amount of the bridge  loans.  At the
Q-Med closing, $358,957 in bridge loans and accrued interest were re-paid to the
officers. Following this repayment, no bridge loans remain outstanding.

7.   Commitments

     On August 8, 2000,  the Company  signed an amendment to its current  lease,
which  increased  total  laboratory  and  office  space  by 2,661  square  feet;
increased  the annual lease by  approximately  $32,500;  and exercised the first
option to extend  the lease term for one  additional  year.  Total  improvements
required for the new laboratory space will total approximately $10,000.

     Dr.  Ross P.  Holmes was  appointed  to the  Scientific  Advisory  Board on
September 27, 2000 . Under the Company's Board Retainer Plan,  upon  appointment
to the  Scientific  Advisory  Board,  Dr.  Holmes will be issued 5,000 shares of
Ixion common stock to vest at the rate of 1,250 shares per quarter.

8.   Subsequent Events

     On November 6, 2000,  the company  issued  1,000 shares of common stock and
options to purchase  5,000 shares of common stock at an exercise  price of $4.00
to a new employee under the 1994 Stock Option Plan.
<PAGE>


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

     The following  discussion and analysis  should be read in conjunction  with
the  Condensed  Financial  Statements  and the related  Notes  thereto  included
elsewhere in this report. This report contains  forward-looking  statements that
involve risks and  uncertainties.  Our actual  results may differ  significantly
from  the  results  discussed  in  the  forward-looking  statements.  These  and
additional  risk factors are  identified in our annual report to the  Securities
and Exchange Commission filed on forms 10-KSB and in other SEC filings.

Overview

     Ixion  is a  development  stage,  biotechnology  company.  We  are  in  the
development  stage because we are devoting  substantially  all of our efforts to
establishing  our  business,  and our  planned  principal  operations  have  not
commenced.

     Since we were  founded  in March of 1993,  we have  principally  been doing
research and development,  securing patent protection,  and raising capital.  We
have not received any revenues  from the sale of products.  We do not expect any
of our drug or device product candidates,  which require regulatory approval, to
be  commercially  available for at least several years;  however our nutritional
supplement  product,  OX-Control(TM)  is scheduled for launch in late 2001. From
inception  through  September  30,  2000,  we  incurred   cumulative  losses  of
$5,095,628.  These  losses were due  primarily to  expenditures  on research and
development,  patent  preparation and  prosecution,  general and  administrative
activities, and interest charges.

     We expect to continue to incur  substantial  research and development costs
resulting from

          o ongoing  research and development  programs,
          o manufacturing of products for use in clinical trials and preclinical
            and clinical testing of our products.

    We also expect that general and administrative costs, including

          o costs of additional administrative personnel;
          o legal and regulatory costs necessary to support preclinical
            development and clinical trials, and
          o costs associated with the creation of a marketing and sales
            organization, if warranted,

     will  increase in the  future.  Accordingly,  we expect to incur  operating
losses for the foreseeable future.

     Our operating expenses will depend on several factors,  including the level
of research  and  development  expenses  and our  success in raising  additional
capital.  Planned levels of research and development  may be maintained  without
any  additional  capital  infusion  through  the  end  of  2001.   Research  and
development  expenses  will  depend on the  progress  and results of our product
development  efforts,  which we  cannot  predict.  We may  sometimes  be able to
control  the  timing  of  development   expenses  in  part  by  accelerating  or
decelerating  preclinical testing and clinical trial activities.  As a result of
these factors,  we believe that  period-to-period  comparisons in the future are
not necessarily meaningful

     Because the Company does not yet have revenues from operations,  we will be
required to obtain additional funds through equity or debt financing,  strategic
alliances with corporate partners, research grants or through other sources.

Product Research and Development Plan

     Our plan of  operation  for the  remainder  of 2000  consists  primarily of
research and development and related activities, including:

          o further research into the biology of islet and islet stem cell
            growth and differentiation, aimed at developing cell lines of
            functioning islets for transplantation into diabetic patients;
          o further research into identifying and characterizing novel growth
            factors associated with islets to discover factors important in
            islet cell differentiation and possible regulation of diabetes and
            to identify stem cell markers to which we hope to produce monoclonal
            antibodies useful in stem cell isolation;
          o differential gene expression studies on differentiated islet cells;
          o further research into encapsulation materials for transplantation of
            islets;
          o development of OX-Control(TM), a nutritional supplement product not
            requiring regulatory approval;
          o further preclinical development of a kit version of our molecular
            diagnostic test, the XENTIXIx(TM) Oxalobacter formigenes Monitor;
          o further preclinical development of our oxalate therapeutic compound,
            IxC1-62/47;
          o research into the M3 Receptor as a diagnostic marker for Sjogren's
            Syndrome;
          o continuing the prosecution and filing of patent applications;
          o and hiring additional employees.

     Our  actual  research  and  development  and  related  activities  may vary
significantly  from  current  plans  depending  on numerous  factors,  including
changes in the costs of such activities from current  estimates,  the results of
our research and  development  programs,  the results of clinical  studies,  the
timing of regulatory submissions,  technological advances,  determinations as to
commercial potential,  the status of competitive products,  and, most important,
our success in raising  capital.  The focus and direction of our operations will
also be dependent upon the  establishment  of  collaborative  arrangements  with
other companies, and other factors.
<PAGE>
     We  can  not  assure  you  that  we  will  be  able  to  commercialize  our
technologies  or that  profitability  will ever be achieved.  We expect that our
operating  results will fluctuate  significantly  from quarter to quarter in the
future and will  depend on a number of  factors,  most of which are  outside our
control.

Results of Operations

                       Three Months Ended September 30, 2000 and 1999

             ===================================================================
            Summary of Operations - Three Months Ended September 30,
                                       2000           1999               Percent
                                                                          change
                                  -------------- ------------- -----------------
                Revenues                $144,890       $19,175              655%
                Expenses                $646,436      $298,540              116%
                  Net Loss            $(501,546)    $(279,365)               80%

             ==================== ============== ============= =================

     Total  revenues  increased  from  $19,175 for the third  quarter of 1999 to
$144,890 for the third quarter of 2000 mainly as a result of the following:

          o  Two active NIH research contracts:
               o "Enteric Elimination of Oxalic Acid",
               o "Islets from Islet Progenitor/Stem Cells for Implantation", and
          o  Three new NIH research grants, all beginning on September 1, 2000:
               o "M3 Receptor: Diagnostic Marker for Sjogren's Syndrome"
               o "Oxalobacter Formigenes Diagnostic Kit Development"
               o "Coating of Urinary Protheses to Prevent Encrustation"
          o  An increase in interest income generated from the investment of
             increased cash flows.

     We expect revenue to continue to increase in 2000 because of:

          o  NIH grant awarded in 1999, entitled "Digestion of Food Oxalate"
             which will provide approximately $24,500 of income during the
             remainder of 2000;
          o  the renewal of the "Islets from Islet Progenitor/Stem Cells for
             Implantation"  NIH grant for an additional $100,000 which began
             on September 1, 2000;
          o  NIH grant, entitled "M3 Receptor: Diagnostic Marker for Sjogren's
             Syndrome," with payments which began on September 1, 2000,
             for $100,000;
          o  NIH grant entitled "Oxalobacter Formigenes Diagnostic Kit
             Development" with payments which began on September 1, 2000,
             for $99,958;
          o  NIH grant entitled "Coating of Urinary Protheses to Prevent
             Encrustation"  with payments which began on September 1, 2000,
             for $99,958;
          o  increased interest income from investments of excess cash generated
             from increased cash flows.

<TABLE>
<CAPTION>

================================================================================
Comparison of G&A Expenses - 3rd Qtr 2000 vs. 3rd Qtr 1999

                 [GRAPHIC OMITTED - DATA POINTS ARE AS FOLLOWS:]

                                       3rd Qtr        3rd Qtr
                                        1999           2000
                                        as of          as of      Percent
                                       9/30/99        9/30/00      Change
                                       -------        -------     --------
<CAPTION>
                                     <C>            <C>            <C>
<S>
Personnel-related                    45,130         137,444        205%
Accounting & Legal                    4,150          23,634        470%
Consultants                          14,238          20,017         41%
Supplies, Computer & related          4,106           9,572        133%
Rent & Utilities                      4,702           6,268         33%
Director's Fees                       7,234           7,640          6%
Other G&A                            18,201          11,855        -35%

</TABLE>

================================================================================


     [OBJECT OMITTED] Operating,  general, and administrative expenses increased
68% from  $128,699 in the third quarter of 1999 to $216,428 in the third quarter
of  2000.  These  increased  expenses  reflect  an  increase  in  the  scale  of
operations, including:

          o  increased personnel and related expenses, including institution of
             an employee  health plan on September 1, 2000;
          o  increased professional fees, including accounting and legal
             expenses;
          o  slightly increased director's fees;
          o  increased supplies and computer-related expenses;
          o  increased rent and utilities usage;
          o  support of increased research activities

     offset somewhat by a reduction in other miscellaneous operating expenses.

     We expect our operating, general and administrative expenses to continue to
increase in 2000 as a result of  increased  research  activities  resulting in a
need for increased administrative personnel. [OBJECT OMITTED]



<TABLE>
<CAPTION>

================================================================================
           Comparison of R&D Expenses - 3rd Qtr 2000 vs. 3rd Qtr 1999

             {GRAHPIC OMITTED - DATA POINTS ARE AS FOLLOWS:]

                                       3rd Qtr        3rd Qtr
                                        ended          ended       Percent
                                       9/30/00        9/30/99      Change
                                       -------        -------     --------
<CAPTION>
                                     <C>            <C>           <C>
<S>
Personnel-related                    55,479         139,794       152%
Consultants                          37,190         113,497       205%
Scientific Advisors                   6,000          40,350       573%
Supplies and animal costs            16,234          46,559       187%
Rent & Utilities                     25,619          32,057        25%
Deprec & Amort                        8,757          23,148       164%
Travel                                2,334           6,289       170%
Other misc R&D                        6,212           9,487        53%

</TABLE>

================================================================================



          Research and development expenditures consist primarily of:

          o  personnel and related expenses, including institution of an
             employee health plan on September 1, 2000;
          o  laboratory and animal supplies;
          o  laboratory rent and associated utilities;
          o  depreciation on laboratory equipment;
          o  development activities;
          o  payments for sponsored research;
          o  scientific advisors fees;
          o  regulatory consultants fees;
          o  interest on the purchase of laboratory equipment;
          o  amortization of capitalized patent costs.

     Research and  development  expenses  increased  211% from  $132,282 for the
third quarter of 1999 to $411,182 for the third quarter of 2000. These increased
expenses reflect an increase in the scale of operations, including:

         o   increased laboratory personnel and related payroll expenses;
         o   increased fees to regulatory consultants;
         o   increased number of scientific advisors;
         o   increased laboratory-related supplies and expenses;
         o   increased laboratory rent and associated utilities;
         o   interest charges on the purchase of lab equipment;
         o   increased amortization of allowed patents;
         o   increased depreciation on laboratory equipment.

     Our research and development expenses will continue to increase in 2000 due
to an  increase  in the scale of  operations  as a result of the  receipt of the
research  grants  referred to above,  and as a result of the  completion  of the
Q-Med Transaction, described below.

     Interest expense is comprised only of non-R&D-related interest. R&D-related
interest is accounted for as an expense under research and development. Interest
expense  decreased 50% from $37,559 for the third quarter of 1999 to $18,827 for
the third quarter of 2000 due  primarily to the payment of the officers'  bridge
loans and of the  satisfaction  of deferred  administrative  fees and  salaries,
including deferred interest, payable to related parties.

                 Nine Months Ended September 30, 2000 and 1999

            ====================================================================
                   Summary of Operations - Nine Months Ended September 30,
                                             2000         1999    Percent Change
             Revenues                     278,109       20,833            1,235%
             Expenses                   1,354,350      790,255               71%
               Net Loss               (1,076,241)    (769,422)               40%

            ====================== ============== ============ =================

     Total revenues  increased from $20,833 for the first nine months of 1999 to
$278,109 for the first nine months of 2000 mainly as a result of the following:

          o  Three active NIH research contracts:
               o "Enteric Elimination of Oxalic Acid",
               o "Islets from Islet Progenitor/Stem Cells for Implantation", and
               o "Digestion of Food Oxalate"
          o  Three new NIH research grants, all beginning on September 1, 2000:
               o "M3 Receptor: Diagnostic Marker for Sjogren's Syndrome"
               o "Oxalobacter Formigenes Diagnostic Kit Development"
               o "Coating of Unrinary Protheses to Prevent Encrustation"
          o  An increase in interest income generated from the investment of
             increased cash flows.

     We expect revenue to continue to increase in 2000 as a result of

          o  NIH grant awarded in 1999, entitled "Digestion of Food Oxalate" and
             which  will provide approximately $24,500 of income during the
             remainder of 2000;
          o  renewal of the "Islets from Islet Progenitor/Stem Cells for
             Implantation"  NIH grant for an additional $100,000 which began
             on September 1, 2000;
          o  NIH grant, entitled "M3 Receptor: Diagnostic Marker for Sjogren's
             Syndrome,"  with payments which began on September 1, 2000,
             for $100,000;
          o  NIH grant entitled "Oxalobacter Formigenes Diagnostic Kit
             Development"  with payments which began on September 1, 2000,  for
             $99,958;
          o  NIH grant entitled "Coating of Unrinary Protheses to Prevent
             Encrustation"  with payments which began on September 1, 2000,
             for $99,958;
          o  increased interest income from investments of excess cash generated
             from increased cash flows.
<TABLE>
<CAPTION>

================================================================================

Comparison of G&A Expenses Six Months Ended 09/30/00 vs. 09/30/99

                [GRAPHIC OMITTED - DATA POINTS ARE AS FOLLOWS:]

                                     Six Months      Six Months
                                        Ended          Ended       Percent
                                       9/30/00        9/30/99      Change
                                       -------        -------     --------
<CAPTION>
                                      <C>             <C>         <C>
<S>
Personnel-related                     106,398         243,244     129%
Accounting & Legal                     33,709          47,094      40%
Consultants                            46,253          50,017       8%
Supplies, Computer & related            9,831          22,728     131%
Rent & Utilities                       10,691          13,937      30%
Director's Fees                        19,234          24,840      29%
Advertising & Promo                     5,149          12,260     138%
Travel, meals & ent.                   15,698          11,034     -30%
Other G&A                              25,742          32,002      24%

</TABLE>

================================================================================


     Operating, general, and administrative expenses increased 64% from $278,179
for the nine months  ended  September  30, 1999 to $457,154  for the nine months
ended September 30, 2000.  These increased  expenses  reflect an increase in the
scale of operations, including:

          o  increased personnel and related payroll expenses,
          o  increased directors fees as a result of the addition of Board
             members and increased responsibilities of  members of the Audit and
             Benefits Committee,
          o  increased professional fees as a result of the Q-Med transaction
             described below,
          o  increased advertising and trade show expenses,
          o  increased supplies and computer-related expenses,
          o  increased rent and utilities usage as a result of additional office
             space,
          o  support of increased research activities,

     offset somewhat by a decrease in travel, meals and entertainment expenses.

     We expect our operating, general and administrative expenses to continue to
increase in 2000 as a result of  increased  research  activities  resulting in a
need for increased administrative personnel. [OBJECT OMITTED]

<TABLE>
<CAPTION>
================================================================================

                Comparison of R&D Expenses 09/30/00 vs. 09/30/99

             {GRAPHIC OMITTED - DATA POINTS ARE AS FOLLOWS:}


                                                                   Percent
                                       9/30/00        9/30/99      Change
                                       -------        -------      -------
<CAPTION>
<S>                                  <C>             <C>         <C>
Personnel-related                    146,401         257,550      76%
Consultants                           62,190         230,669     271%
Scientific Advisors                   56,000          52,350      -7%
Supplies and animal costs             35,998         100,484     179%
Rent & Utilities                      60,926          71,958      18%
Deprec & Amort                        20,724          43,947     112%
Travel                                 4,281          10,702     150%
Other misc R&D                        13,345          23,232      74%

</TABLE>

================================================================================


         Research and development expenditures consist primarily of:

          o  payroll-related expenses of  research and development personnel,
          o  laboratory and animal supplies,
          o  laboratory rent and associated utilities,
          o  depreciation on laboratory equipment,
          o  development activities,
          o  payments for sponsored research,
          o  scientific advisors fees,
          o  regulatory consultants fees,
          o  interest on the purchase of laboratory equipment and deferred fees
             and salaries for research personnel,
          o  amortization of capitalized patent costs.

     Research and development expenses increased 101% from $394,392 for the nine
months ended  September 30, 1999 to $790,892 for the nine months ended September
30,  2000.  These  increased  expenses  reflect  an  increase  in the  scale  of
operations, including

          o  increased laboratory personnel and related payroll expenses,
          o  increased laboratory rent and associated utilities due to increased
             space,
          o  increased regulatory consultant's fees due to scale-up of
             operations,
          o  increased laboratory-related supplies and expenses,
          o  increased amortization of patents,
          o  increased depreciation on laboratory equipment,
          o  increased travel by laboratory personnel,

     offset  somewhat  by a  reduction  in  interest  related  to  deferred  and
salaries.

     Our research and development expenses will continue to increase in 2000 due
to an  increase  in the scale of  operations  as a result of the  receipt of the
research  grants  referred  to above,  and as a result of the Q-Med  transaction
described below.

     Interest expense is comprised only of non-R&D-related interest. R&D-related
interest is accounted for as an expense under research and development. Interest
expense decreased 10% from $117,684 for the nine months ended September 30, 1999
to $106,304 for the nine months ended  September  30, 2000 due  primarily to the
payment  of  officer's   bridge  loans  and  of  the  satisfaction  of  deferred
administrative  fees and  salaries,  including  deferred  interest,  payable  to
related parties.

Liquidity and Capital Resources

     Our capital  requirements  relate  primarily  to research  and  development
activities and working capital  requirements.  The Company's research activities
and  working  capital   requirements   have  been  influenced   mainly  by  cash
availability.  Historically,  the  company  has  funded  its  cash  requirements
primarily through equity financing and research grants.

     For  the  period  ended   September   30,  2000,   the  Company   generated
approximately  $2,550,000 in cash, an approximate  $2,531,000  increase over the
same  period  in  1999.  Approximately  $4,772,000  was  provided  by  financing
activities,  while  approximately  $234,000 was used for investing  purposes and
approximately  $1,989,000  net of  $231,000  in  grant  revenues,  was  used for
operating activities.

     During the first nine months of 2000, our development  activities have been
funded  primarily  by the  proceeds  from  the  offering,  research  grants  and
$3,771,697 invested by Q-Med in exchange for common stock, pursuant to the Q-Med
transaction described below. Through September 30, 2000 we have received a total
of $4,446,697 in cash  investments  and  $3,353,303 in the form of a shareholder
receivable  from Q-Med,  A.B. and issued a total of  3,900,000  shares of common
stock pursuant to the Q-Med Transaction described below.

     The Company  secured a $48,000  commercial  fixed rate promissory note with
SunTrust Bank, at a 7.83% interest rate and collateralized by a six-month CD for
the same amount paying 5.83%  interest.  The promissory note calls for 5 monthly
interest  payments  and a final  payment of the unpaid  principal  balance  plus
accrued interest on December 23, 2000. There is no prepayment  penalty.  $46,820
remains at September 30, 2000 to be paid on the principal.

     Our  long-term  indebtedness  consists  primarily of unsecured  convertible
notes.  On July 14, 2000 the entire  balance of  $1,028,763 in deferred fees and
salaries was eliminated by converting  into 236,192 shares of restricted  common
stock and the payment of $84,000 in cash. The restricted shares vest 50% on July
31, 2001, monthly thereafter, up to 100% after two years.

     On June 5, 1999,  we were awarded a $100,000  Phase I grant under the Small
Business  Technology  Transfer  Program for  research in our oxalate  technology
entitled  "Enteric  Elimination of Oxalic Acid". We began drawing on these funds
in July,  1999. We  subcontracted a large portion of the grant to the University
of  California,  Irvine with $9,046 was available and used during the nine month
period ended  September 30, 2000. In September 1999 we also received an award of
$200,000  (covering  a 23-month  period)  from the NIH to support  our  diabetes
research entitled "Islets from Islet Progenitor/Stem Cells for Implantation". We
have  subcontracted  $25,000 under this grant,  but have utilized  approximately
$75,000 through August 31, 2000,  leaving $100,000 available to support diabetes
research  through  August 31, 2001. In February 2000 we received  notice that we
had been awarded  another  $100,000 NIH Phase I grant under the SBIR program for
research in our oxalate  technology  entitled  "Digestion of Food  Oxalate".  We
began  drawing  on  these  funds  in  February,   2000.  We  have  subcontracted
approximately $30,000 to Wake Forest University,  but have approximately $66,000
available to support  oxalate  research at Ixion  through  February 28, 2001. In
September  2000 we  received  notice that we had been  awarded  another NIH SBIR
award for  research  entitled  "M3  Receptor:  Diagnostic  Marker for  Sjogren's
Syndrome".  We have  subcontracted  about $45,000 to the  University of Florida,
leaving  approximately  $55,000 to support Ixion research through February 2001.
Also in September,  2000,  we received  notice that we had been awarded two more
NIH SBIR grants,  each for $99,958 and entitled "Coating of Urinary Protheses to
Prevent  Encrustation" and "Oxalobactor  Formigenes Diagnostic Kit Development".
We have subcontracted $25,000 to the University of Florida on one grant, leaving
approximately  $175,000 available to support research through February 28, 2001.
We have other grant applications pending.

     It has not been  necessary to borrow  additional  funds from officers since
the first quarter of 1999.  The bridge loans totaled  $358,957 at June 30, 2000,
including accrued interest.  As part of the Q-Med transaction,  described below,
the full amount was repaid to the officers in cash on July 14, 2000.

     At September  30, 2000,  we had  $2,571,808  in cash and cash  equivalents.
Until required for operations,  our policy is to invest any excess cash reserves
in bank deposits, money market funds, certificates of deposit, commercial paper,
corporate notes, U.S. government instruments and other investment-grade  quality
instruments  with  ratings of P1/A1 or  Aaa/AAA  or above by Moody's  Investors'
Services ("Moody's") or Standard & Poor's Corporation ("S&P")  respectively,  in
accordance with the Company's investment policy.

     We expect that annual  lease  expenses,  which  include  repayment of funds
provided by lessor for tenant  improvements  and an emergency  generator,  to be
approximately  $104,000  for 2000.  We will  continue to have a need to purchase
additional  laboratory  equipment  and estimate that we will need to purchase at
least $165,000 of capital laboratory equipment during the rest of the year.

     We have incurred  negative cash flows from operations  since our inception.
We have spent and expect to continue to spend, substantial funds to complete our
planned product development efforts, commence clinical trials, and diversify our
technology.  Our future capital requirements and the adequacy of available funds
will depend on numerous factors, including

          o  the  successful commercialization of  Ox-Control(TM)  (our
             nutritional supplement) the XEntrIx(TM) Oxalobacter  formigenes
             Monitor (our diagnostic test), and   IxC1-62/47   (our   lead
             therapeutic   compound),
          o  the   successful commercialization of our islet replacement therapy
             products,
          o  progress in our product development efforts,
          o  the magnitude and scope of development efforts,
          o  progress with  preclinical  studies and clinical  trials,
          o  the cost of contract manufacturing  and  research  organizations,
          o  cost  of  filing,  prosecuting, defending, and enforcing patent
             claims and other intellectual property rights,
          o  competing  technological  and  market  developments,  and
          o  the  development  of strategic alliances for the development and
             marketing of our products

     In the  long-term we will be required to obtain  additional  funds  through
equity or debt  financing,  strategic  alliances  with  corporate  partners  and
others,  or through other sources in order to bring our drug and device products
through regulatory  approval to  commercialization.  We do not have any material
committed  sources of  additional  financing,  other than that  described in the
section below,  regarding the Q-Med transaction.  The available resources should
make it possible to scale-up  our research and  development  activities  through
2001. We cannot assure you that additional funding,  consolidation, or alliance,
if  necessary,  will be available on  acceptable  terms,  if at all. If adequate
funds are not available, we may be required to delay,  scale-back,  or eliminate
certain   aspects  of  our   operations  or  attempt  to  obtain  funds  through
arrangements  with  collaborative  partners  or others  that may  require  us to
relinquish rights to certain of our technologies,  product candidates, products,
or  potential  markets.  If  adequate  funds are not  available,  our  business,
financial condition,  and results of operations will be materially and adversely
affected.

The Q-Med Transaction

     On April 16, 1999,  we reached an  agreement in principle  with Q-Med AB, a
biotechnology company based in Uppsala, Sweden, which was amended on September7,
1999 in which we issued an option  to Q-Med to  acquire  shares of  newly-issued
common stock

     Pursuant to this agreement the Company sold 3,337,500  shares of its common
stock to Qvestor,  LLC  ("Qvestor"),  a Delaware  subsidiary  of Q-Med AB (publ)
("Q-Med"),  a Swedish  biotech  company whose shares are traded on the Stockholm
stock exchange, on July 14, 2000. (Q-Med AB has no affiliation with Q-Med, Inc.,
a Nasdaq  listed  company.).  At closing,  Qvestor paid cash of  $3,321,697  and
provided  certain other  consideration  in exchange for  3,337,500  newly-issued
shares of the Company's Common Stock. The balance of the $6,675,000 cash portion
of the purchase  price will be paid by Qvestor by July 14,  2001.  Prior to this
transaction,  Q-Med already owned 562,500  shares.  Qvestor and Q-Med  purchased
approximately  59% of the issued and outstanding  shares of common stock.  Q-Med
retains  approximately 57% ownership of Ixion's  outstanding  common stock as of
September 30, 2000.

     Special Note Regarding Forward-Looking Statements

     This quarterly report on Form 10-QSB of Ixion  Biotechnology,  Inc. for the
quarter ended  September 30, 2000 contains  certain  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E of the  Securities  Exchange  Act of 194,  as  amended,  which  are
intended to be covered by the safe harbors created  thereby.  To the extent that
such  statements  are  not  recitations  of  historical  fact,  such  statements
constitute  forward-looking  statements which, by definition,  involve risks and
uncertainties.  In  particular,  statements  under Part I, Item 2,  Management's
Discussion  and  Analysis  or  Plan  of  Operations,   contain   forward-looking
statements.   Where,  in  any  forward-looking  statement,  Ixion  expresses  an
expectation or belief as to future results or events, such expectation or belief
is expressed in good faith and believed to have reasonable  basis, but there can
be no assurance  that the statement of  expectation  or belief will result or be
achieved or accomplished.

     Statements  in this  report  regarding  the  dates on  which we  anticipate
commencing  clinical  trials  or  filing  for  regulatory  approval,  constitute
forward-looking  statements  under the federal  securities laws. Such statements
are subject to risks and  uncertainties  that could  cause the actual  timing of
such clinical trials or filings to differ materially from those we project. With
respect to such dates, we have made assumptions regarding, among other things,

          o  the successful and timely completion of preclinical tests,
          o  the approval of investigational new drug applications for each of
             our drug candidates by the FDA,
          o  the availability of a simplified application way to seek market
             clearance from the FDA for our molecular diagnostic test,
          o  the availability of adequate clinical supplies,
          o  the absence of delays in patient enrollment, and
          o  the availability of the capital resources necessary to complete the
             preclinical tests and conduct the clinical trials.

     Our ability to commence clinical trials or file for regulatory  approval on
the dates  anticipated is subject to risks.  You should not rely on the dates on
which we anticipate filing regulatory approval or commencing clinical trials.

     Statements  regarding our research and  development  plans also  constitute
forward-looking statements.  Actual research and development activities may vary
significantly from the current plans depending on numerous factors including

          o  changes in the costs of such activities from current estimates,
          o  the results of the programs,
          o  the results of clinical studies referred to above,
          o  the timing of regulatory submissions, technological advances,
          o  determinations as to commercial potential, and
          o  the status of competitive products.

     All of the above  estimates  are based on the current  expectations  of our
management  team,  which  may  change  in the  future  due to a large  number of
potential events, including unanticipated future developments.

          The following  factors are factors that could cause actual  results or
     events to differ materially from those  anticipated,  and include,  but are
     not limited to:

          o  general economic, financial and business conditions
          o  labor difficulties
          o  competition for customers in the biotechnology and pharmaceutical
             industries
          o  the costs of research and development of chemical compounds and
             products
          o  and changes in and compliance with governmental regulations


Part II - Other Information

Item 2.  Changes in Securities and Use of Proceeds

  Set forth  below is  information  as to  securities  sold by Ixion  during the
 quarter ended September 30, 2000 which were not registered under the Securities
 Act of 1933 (the "Act").  No underwriters were involved in any of the sales and
 were issued in reliance on Section 4(2) of the Securities Act.

  Restricted  shares of Common Stock have been issued to members of the Board of
 Directors,  members of the Scientific  Advisory Board,  and key employees under
 the Company's Board Retainer Plan as follows:

  On July 14, 2000,  236,192  shares of Common Stock were issued to officers and
 employees  were issued in  satisfaction  of  $1,028,763  in  deferred  fees and
 salaries, or $4.00 per share.

  On August 1, 2000,  24,800 shares of Common Stock (1,000 shares were issued to
 each of five directors,  5,000 shares to a newly-elected director, 1,000 shares
 each to seven  members  of the  Scientific  Advisory  Board,  7,800  shares  to
 employees)  for services,  in the  aggregate,  valued at $99,200 ( a portion of
 which is unearned compensation) or $4.00 per share.

  On  September  21,  2000,  100  shares of Common  Stock  were  issued to a new
 employee.

  On July 14,  2000,  the Company  issued  3,337,500  shares of Common  Stock to
 Q-Med,  AB, in exchange for cash of $3,321,697,  a stockholder  note receivable
 for $3,353,303, and certain other consideration.  The balance of the $6,675,000
 cash portion of the purchase price will be paid by July 14, 2001;

  On September  14, 2000,  the Company  issued 8,640 shares to holders of 86,900
 canceled options.

  On August 31,  2000,  18,672  shares of Common  Stock were issued for warrants
 exercised by The University of Florida  (issued in partial  payment of rent for
 the  Company's  facilities  pursuant  to  the  License  Agreement  between  the
 University of Florida Research Foundation, Inc. and the Company).

  On August 31,  2000,  2,000  shares of Common  Stock were issued for  warrants
 exercised by an individual.


Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

          Exhibits  marked by asterisk(s)  are included with this Report;  other
     exhibits have been incorporated by reference to other documents filed by us
     with the SEC.


         (a)   Exhibits

Exhibit        Description                                                  Page

 (2)           Plan of Acquisition, Reorganization, Arrangement,
               Liquidation or Succession                                    None

 (3)           Articles of Incorporation                                    None

 (4)           Instruments defining the Rights of Security Holders          None

 (10)          Material Contracts

*(10.1)        Agreement with the University of Florida-Encrustation grant
*(10.2)        Agreement with Dr. Ross P. Holmes

 (11)          Statement re: Computation of Per Share Earnings              None

 (15)          Letter re: Unaudited Interim Financial Information           None

 (18)          Letter re: Change in Accounting Principles                   None

 (19)          Report Furnished to Security Holders                         None

 (22)          Published Report re: Matters Submitted to Vote of
               Security Holders                                             None

 (23)          Consents of Experts and Counsel                              None

 (24)          Power of Attorney                                            None

*(27)          Financial Data Schedule

 (99)          Additional Exhibits                                          None


   *Filed herewith

         (b)     Reports on Form 8-K
<PAGE>
                                   Signatures

          In  accordance  with  the   requirements  of  the  Exchange  Act,  the
     registrant   caused  this  report  to  be  signed  on  its  behalf  by  the
     undersigned, thereunto duly authorized.

                                    Ixion Biotechnology, Inc.


Dated: November 13 1999             By: /s/ Weaver H. Gaines
                                    ____________________________________
                                    Weaver H. Gaines
                                    Chairman and Chief  Executive Officer
                                    Chief Financial Officer

Dated: November 13, 1999            By: /s/ Kimberly A. Ramsey
                                    ____________________________________
                                    Kimberly A. Ramsey
                                    Vice President and Controller
                                    (Principal Accounting Officer)
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

Exhibits  marked by  asterisk(s)  are included with this Report;  other exhibits
have been incorporated by reference to other documents filed by us with the SEC.


         (a)     Exhibits

Exhibit           Description                                               Page

  (2)             Plan of Acquisition, Reorganization, Arrangement,
                  Liquidation or Succession................................ None
**(2.1)           Stock Purchase Agreement, dated July 14, 2000,
                  between the Qvestor and the Company

  (3)             Articles of Incorporation.................................None

  (4)             Instruments defining the Rights of Security Holders.......None

  (11)            Statement re: Computation of Per Share Earnings...........None

  (15)            Letter re: Unaudited Interim Financial
                  Information...............................................None

  (18)            Letter re: Change in Accounting Principles................None