UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549

                                   ----------

                                   FORM 10-QSB

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the quarter ended September 30, 1999         Commission File Number  0-21079

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

                  Delaware                                     11-3314168
      (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                       Identification No.)

          475 Park Avenue South
               7th Floor
           New York, New York                                    10016
(Address of principal executive offices)                       (Zip code)

Registrant's telephone number, including area code:          (212) 447-1322


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities and Exchange Act of 1934
during the preceding 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 _____


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 30, 1999 was 21,666,663.

<PAGE>


PHLO CORPORATION

INDEX
--------------------------------------------------------------------------------


                                                                    Page to Page
Item 1.  Financial Statements

     Consolidated Balance Sheet as of September 30, 1999
     [Unaudited]...................................................     12

     Consolidated Statements of Operations for the six months
     ended September 30, 1999 and 1998 [Unaudited].................     2

     Notes to Consolidated Financial Statements [Unaudited]........     3-15

Item 2.  Managements' Discussion and Analysis of the Financial
         Condition and Results of Operations.......................     16

Signature..........................................................     17

<PAGE>


Item 1:
PHLO CORPORATION
CONSOLIDATED BALANCE SHEET AS OF September 30, 1999.
[UNAUDITED]
--------------------------------------------------------------------------------

                                     ASSETS
CURRENT ASSETS
Cash                                                $   142,333
Accounts Receivable, Net                                160,421
Subscription and notes receivable                        34,998
Inventory                                               263,176
                                                    -----------
  Total Current Assets                                              $   600,928

PROPERTY AND EQUIPMENT, Net                                              14,027
OTHER ASSETS
Goodwill-net of accumulated amortization of $90,000   1,403,567
Security deposits                                        30,063
                                                    -----------
  Total Other Assets                                                  1,433,630
                                                                    -----------
  Total Assets                                                      $ 2,048,585
                                                                    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable                                    $ 1,963,416
Accrued expenses and taxes                            1,759,863
Current portion of long-term debt                     1,174,901
                                                    -----------

   Total Current Liabilities                                          4,898,180

OTHER LIABILITIES
Long-term debt, less current portion                                    397,448
                                                                    -----------

   TOTAL LIABILITIES                                                  5,295,628

PREFERRED STOCK OF SUBSIDIARY
No par value, 20,000 shares Series A convertible preferred
stock authorized 2,247 shares issued and outstanding                    700,000

STOCKHOLDERS' DEFICIENCY Preferred stock, 15,000,000 authorized:
 Series A convertible stock, $0.001 par value,
  500,000 shares issued and outstanding
  (liquidation preferences $100,000)                        500
 Series B non-convertible stock, none issued
  and outstanding                                            --
 Series C convertible stock, $0.0001 par value,
  216,528 shares subscribed                                  22
 Common stock, $0.0001 par value, 25,000,000 shares
  authorized, 11,333,335 shares issued and outstanding    1,133
 Common stock, $0.0001 par value, 2,004,892 shares
  subscribed                                                200
 Additional paid in capital                           3,785,255
 Accumulated deficit                                 (7,734,153)
                                                    -----------

  TOTAL STOCKHOLDERS' DEFICIENCY                                     (3,947,043)

  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      2,048,585


The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements.


                                       1
<PAGE>


PHLO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
--------------------------------------------------------------------------------


                                                        Six Months Ended
                                                          September 30
                                                  -----------------------------
                                                      1999              1998
                                                  -----------       -----------
SALES                                             $   789,379       $   771,978

COST OF SALES                                         736,955           760,446
                                                  -----------       -----------

   GROSS PROFIT                                        52,424            11,532

SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES                                           1,398,712         1,141,194
                                                  -----------       -----------
   NET LOSS                                       $(1,346,288)      $(1,129,662)

WEIGHTED AVERAGE NUMBER OF SHARES                   3,333,335         3,783,335
   NET (LOSS) PER SHARE                                  (.40)             (.29)



The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements.

Supplemental Disclosures of Non-Cash Investing and Financing Activities


                                       2
<PAGE>


PHLO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]


[1]  Organization and Nature of Business

     The Company is positioned as a technology company which is using the high
volume chain-store segment of the beverage industry to commercialize a portion
of its technology. Central to the Company's strategic development plan is the
development, acquisition and/or exclusive licensing of proprietary technology,
nutraceutical, biotechnological and/or pharmaceutical in nature, which the
Company initially plans to convey to consumers through the use of beverage
systems. The Company is focusing its technology acquisition efforts on those
technologies related to preventing or ameliorating cancer, reducing the effects
of aging, assisting in weight loss, and enhancing sexual performance.

     The Company added a new level of distribution to the traditional "up and
down the street" network (e.g. neighborhood grocery stores, delicatessens, and
convenience stores) through which McCoy's beverages have been distributed in the
past. The Company, through its newest distributors, has gained authorization for
McCoy's beverages throughout the entire systems of a number of the largest
supermarket accounts of such distributors. Since the launch of McCoy's in May,
the Company gained the authorization of approximately 1,100 supermarkets (not
including independent grocery accounts) to distribute McCoy's beverages.

     Haddon House, one of the nation's largest distributors of specialty foods
and one of the Company's major distributors, is responsible for more than 25
major chain accounts and 2200 independent supermarkets. Haddon House has
received authorization and prime shelf allocation for McCoy's beverages from
many of their largest accounts including A&P, Acme, Food Emporium, Super Fresh
and Waldbaums as well as from Haddon House's major independent accounts. Haddon
House launched distribution of all 17 varieties of McCoy's beverages in mid-May
1999.

     McCoy's beverages are currently authorized, and the launch of McCoy's
beverages has occurred, in the supermarket chains in the states or regions
indicated through various distributors of the Company as follows: A&P (NY, NJ,
CT); Acme (PA, DE, NJ); Super Fresh (southern NJ); Super Fresh (Balt./Wash.);
Food Emporium (NY, NJ); Genardi's (PA); Murphy's (PA); Clemons (PA); Pathmark
(16 store test in southern NJ and PA); Waldbaums (Long Island); Shoprite (NJ,
PA); Foodtown (NJ); Lowes (NC); Ukrop's (test in 30% of stores in VA); Seessel's
(TN); McCaffrey's (PA); Thriftway (PA); Shop n Bag (PA, NJ, DE); Supervalue
(PA); Shop n Save (PA); Albertson's (FL).

     The Company is able to bring more to its relationship with its distributors
than just an excellent brand of beverages. The first point of distinction is the
Company's line of McCoy's Green Teas, which are the only new age beverages with
a truly functional level (the level which medical studies currently indicate is
the ideal daily amount of a particular nutritional ingredient) of powerful green
tea catechins, including the super-antioxidant EGCg. Studies show that a high
daily intake of EGCg aids in the prevention of cancer and cardiovascular
disease. McCoy's Green Teas also contain Vitamin C (which is known to enhance
EGCg's effects) and Siberian ginseng for sustained energy and power of
concentration.

     The Company's second point of distinction is its aggressive effort to
develop a proprietary product base the result of which would dramatically
increase the intrinsic value of the Company and its valuation within the
financial community and financial markets. In December, 1998, the Company
exclusively licensed the Super-


                                       3
<PAGE>


Phlo System, a proprietary (patent pending) "advanced delivery" technology for
use in beverages and certain foods which the Company has further developed for
and has tested in its beverages. This technology allows the Company to be the
first to incorporate truly functional amounts of nutritional ingredients,
selectively directed to different locations in the body on a sustained-release
basis for maximum effect, in clear beverages without compromising the taste,
color, appearance, mouth-feel, stability or cost of the product.

     The Super-Phlo System will afford distributors of the Company's products
the opportunity to distribute a beverage that contains a nutritional technology
which no other beverage company can offer in the marketplace today.
Additionally, the introduction of the new proprietary products in the market
should have an excellent effect on the Company's margins and the margins of its
distributors.

     The Company believes that its Super-Phlo System is the only delivery system
existing in the marketplace which can convey through the use of the most
consumer-friendly medium (beverages) high payloads of nutritional and/or
pharmaceutically-active agents which support claims for important health
benefits. Therefore, the Company is in the position to drive, through its
control of the most convenient gateway into the consumer's system, the beverage
industry's share of the huge and rapidly growing nutraceuticals market.

Creation of Subsidiaries and Assignment of Assets

     The Company incorporated Phlo Beverage Products Company, a wholly-owned
subsidiary of the Company on July 16, 1999. On July 19, 1999, the Company
assigned to Phlo Beverage Products Company all of its right, title and interest
in and to finished goods and raw materials inventory, and all intellectual
property, related to the McCoy's beverage line. Thereafter, the production and
sale of McCoy's beverages was conducted by Phlo Beverage Products Company.

     The Company incorporated Phlo System, Inc., a wholly-owned subsidiary of
the Company, on August 2, 1999. On August 4, 1999, the Company assigned to Phlo
System, Inc. all of its right, title and interest in and to the exclusive
license of the advanced delivery technology for use in all liquids and certain
foods. Phlo System, Inc. will conduct the Company's biotechnology-related
activities.

Financing Activities

o    A Term Note payable to Giltner B. Stevens was entered into in May, 1999.
     The principal amount of the note is $250,000. Simple interest accrues at an
     annual rate of 14% and was originally payable at the note's maturity date
     of August 30, 1999. In August, the Company exercised its option to extend
     the maturity date of the note to November 30, 1999, in exchange for the
     issuance to Mr. Stevens of a warrant to purchase 100,000 shares of common
     stock at an exercise price of $0.20 per share. A similar option was
     exercised to extend the maturity date to December 31, 1999. Subsequently,
     payment was not made on the date of maturity. The Company believes that Mr.
     Stevens engaged in conduct which resulted in damage to the Company. Mr.
     Stevens filed a motion for summary judgment against the Company, and the
     Company answered and asserted its counterclaims. The summary judgment
     motion was granted, and the Company's claims were severed. The Company is
     preparing to bring an action against Mr. Stevens to assert its claims.

o    In August, 1999, the Company issued 511,435 shares of Common Stock to JMA
     Capital, L.L.C. ("JMA") in consideration of financial services rendered to
     the Company. Subsequently, in consideration of additional financial
     services rendered to the Company by JMA, in November, 1999, the Company
     issued to a designee of JMA, 30,000 shares of the Common Stock.

                                       4
<PAGE>


[2]  Summary of Significant Accounting Policies

     Basis of Reporting

     The accompanying audited financial statements have been prepared in
     accordance with generally accepted accounting principles.

     Principles of Consolidation

     The consolidated financial statements include the accounts of the Company
     and its subsidiaries, Quigley and X-Treem, collectively referred to as the
     "Company". All significant inter-company transactions and balances have
     been eliminated in consolidation.

     Minority Interest

     The minority interest is held by certain investors who own approximately
     33% of Phlo. Since the minority interest on the consolidated balance sheet
     has been reduced to zero, the minority's interest in current or future
     losses are not being recorded until the aggregate of such prior losses and
     accumulated deficit equals the aggregate of any future profits.

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

     Goodwill

     Goodwill in connection with acquisitions is being amortized on a
     straight-line basis over a fifteen-year period. Amortization of goodwill
     charged to operations for the quarters ended September 30, 1999 and
     September 30, 1998 amounted to $5,000 and $0 respectively. In addition,
     $932,183 of unamortized goodwill has been written off during the last
     quarter ended March 31, 1998 as management determined such goodwill was
     impaired in accordance with Statement of Financial Standards No. 121,
     "Accounting for the Impairment of Long Lived Assets and for Long Lived
     Assets to be Disposed of." The amount of goodwill impairment was measured
     based on the projected discounted future operating cash flows compared to
     the carrying value of goodwill.

     Inventories

     Inventories are stated at the lower of cost or market. Costs, which include
     purchases, freight and packaging, raw materials, packing fees and finished
     products, are determined on the first-in, first-out basis.

     Furniture and Equipment

     Furniture and equipment is stated at cost. Maintenance and repair costs are
     charged to expense as incurred, and costs of major additions and
     betterments are capitalized. When furniture and equipment is sold or
     otherwise disposed of, the cost and related accumulated depreciation are
     eliminated from the accounts and any resulting gain or loss is reflected in
     income.

     Depreciation and Amortization

     The cost of furniture and equipment is depreciated under the straight-line
     and accelerated methods over the estimated useful lives of the related
     assets.


                                       5
<PAGE>


     Revenue Recognition

     Revenue is recognized at the time products are shipped and title passes.

     Income Taxes

     Deferred income tax assets and liabilities are computed annually for
     differences between the consolidated financial statement and tax basis of
     assets and liabilities that will result in taxable or deductible amounts in
     the future based on enacted laws and rates applicable to the periods in
     which the differences are expected to affect taxable income. Valuation
     allowance is established when necessary to reduce deferred tax assets to
     the amount expected to be realized.

     Reclassifications

     Certain accounts in the prior year consolidated financial statements have
     been reclassified for comparative purposes to conform with the presentation
     in the current year consolidated financial statements. These
     reclassifications have no effect on the previously reported income.

     Fair Value of Financial Instruments

     The financial instruments of the Company are reported in the statement of
     financial condition at market or fair values, or at carrying amounts that
     approximate fair values because of the short maturity of the instruments.

     Reporting of Segments

     In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
     an Enterprise and Related Information," effective for fiscal years
     beginning after December 15, 1997, with reclassification of earlier periods
     required for comparative purposes. SFAS No. 131 establishes the criteria
     for determining an operating segment and establishes the disclosure
     requirements for reporting information about operating segments. The
     Company adopted this standard in fiscal 1999 and the adoption of this
     standard had no impact on the Company's results of operations or financial
     condition. In addition, the Company has determined that under SFAS No. 131,
     it operates in one segment of business and its customer and operations are
     within the United States.

[3]  Going Concern

     The financial statements presented herein have been prepared in conformity
with generally accepted accounting principles, which contemplates continuation
of the Company as a going concern and realization of assets and settlement of
liabilities and commitments in the normal course of business.

     The Company incurred a net loss of $2,604,001 for the year ended March 31,
1999 and a loss for the six months ended June 30, 1999 equal to approximately
$1,346,228. The inability of the Company to generate projected cash needed for
operations, considering currently available funds, creates an uncertainty about
the Company's ability to continue as a going concern. The financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern. The continuation of the Company as a going
concern is dependent upon the success of future financing.

     There can be no assurances that management's plans to reduce operating
losses and to obtain additional financing to fund operations will be successful.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.


                                       6
<PAGE>


[4]  Inventories

The Company's inventory consists of raw materials, packaging and finished
products of $263,176.

[5]  Furniture, Fixtures and Equipment and Depreciation

Furniture, fixtures and equipment and accumulated depreciation as of September
30, 1999 are as follows:

Total - At Cost                                                 30,000
Less:  Accumulated Depreciation                                 15,973

    Net                                                     $   14,027
                                                            ==========

Depreciation expense for the six months ended September 30, 1999 and 1998 was
$6,990 and $6,500 respectively.

[6]  Income Taxes - Deferred income tax assets and liabilities are computed
annually for differences between the consolidated financial statement and tax
basis of assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted laws and rates applicable to the periods
in which the differences are expected to affect taxable income. Valuation
allowance are established when necessary to reduce deferred tax assets to the
amount expected to be realized.

[7]  Stock Options

     There was no stock option activity during the quarter ended September 30,
1999.

A summary of stock option activity is as follows:

<TABLE>
<CAPTION>
                                                                   Weighted Average
                                                        Number      Exercise Price
                                                      of Options     Common Stock
<S>                                                  <C>               <C>
Outstanding and Exercisable on April 1, 1997             58,333          $7.20
  Granted                                             1,550,000          $0.46
  Exercised                                                  --             --
  Forfeited/Expired                                          --             --
                                                      ---------          -----

Outstanding and Exercisable on March 31, 1998
  Forward                                             1,608,333          $0.48


<CAPTION>
                                                                   Weighted Average
                                                        Number      Exercise Price
                                                      of Options     Common Stock
<S>                                                  <C>               <C>
Outstanding and Exercisable on March 31, 1998
  Forwarded                                           1,608,333         $0.48

  Granted                                             1,600,000          0.75
  Exercised                                                  --            --
  Forfeited/Expired                                     750,000          0.10
                                                     ----------         -----

  Outstanding on September 30, 1999                  $2,458,333            --
                                                     ==========         =====

  Exercisable on September 30, 1999                  $2,458,333            --
                                                     ==========         =====
</TABLE>


                                       7
<PAGE>


     The following table summarizes information about stock options outstanding
at September 30, 1999. The 200,000 common stock options issued to consultants at
an exercise price of $0.875 have a weighted average remaining contractual life
of 6.75 years. All other options expire in approximately 7.5 years.

                                  Common Stock
                              Exercise Price Shares

                  $    0.16                          850,000
                  $    0.50                          300,000
                  $   0.875                          500,000
                  $    7.20                           58,333
                                                   ---------
                  Total                            1,708,333

[8]  Note Payable


Notes payable as of September 30, 1999 is $1,572,349.


                                        8
<PAGE>


Maturities of the notes payable as of September 30, 1999 are as follows:

September 30,
   2000                                     1,174,901
   2001                                       388,965
   2002                                         6,392
   2003                                         2,091
   Thereafter                                      --
                                           ----------
   Total                                   $1,572,349
                                           ==========

[9] New Authoritative Pronouncements

The FASB has issued SFAS No. 131, "Disclosures About Segments of an Enterprise
and Related Information." SFAS No. 131 changes how operating segments Are
reported in annual financial statements and requires the reporting of Selected
information about operating segments in interim financial reports Issued to
shareholders. SFAS No. 131 is effective for periods beginning after December 15,
1997, and comparative information for earlier years is to be restated. SFAS No.
131 need not be applied to interim financial statements in the initial year of
its application. The Company expects to adopt the provisions of SFAS No. 131 in
its annual financial statements.

In February 1998, the FASB issued SFAS No. 132, "Employers Disclosure about
Pension and Other Postretirement Benefits," which is effective for fiscal years
beginning after December 15,1997. The modified disclosure requirements will not
have a material impact on the Company's results of operations, financial
position or cash flows.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. SFAS No. 133
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and how it is designated, for
example, gain or losses related to changes in the fair value of a derivative not
designated as a hedging instrument is recognized in earnings in the period of
the change, while certain types of hedges may be initially reported as a
component of other comprehensive income until the consummation of the underlying
transaction.

SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. Initial application of SFAS No. 133 should be as of the
beginning of a fiscal quarter; on that date, hedging relationships must be
designated anew and documented pursuant to the provisions of SFAS No. 133.
Earlier application of all of the provisions of SFAS No. 133 is encouraged, but
it is permitted only as of the beginning of any fiscal quarter. SFAS No. 133 is
not to be applied retroactively to financial statements of prior periods. The
Company does not currently have any derivative instruments and is not currently
engaged in any hedging activities.


                                       9
<PAGE>


[10] Financial Instruments

Generally accepted accounting principles require disclosing the fair value of
financial instruments to the extent practicable for financial instruments which
are recognized or unrecognized in the balance sheet. The fair value of the
financial instruments disclosed herein is not necessarily representative of the
amount that could be realized or settled, nor does the fair value amount
consider the tax consequences of realization or settlement.

For certain instruments, including cash and cash equivalents, accounts
receivable and accounts payable, it was assumed that the carrying amount
approximated fair value because of the short maturities of these instruments.
The fair value of long-term debt is estimated based on rates at which the
Company could borrow funds with similar remaining maturities. The fair value of
the Company's debt approximates its carrying value.

[11] Commitments and Contingencies

[A] Employment Agreements - As of April 4, 1996, the Company entered into a five
(5) year employment agreement with Robert Sipper pursuant to which Mr. Sipper
serves as the Company's President and Chief Executive Officer. The agreement,
which was amended in February, 1997, provides for Mr. Sipper to receive a salary
of $150,000 per annum. Pursuant to the stock exchange transaction, which
involved a change in control of the Company, Mr. Sipper relinquished his
positions as President and CEO of the Company in December, 1998, and became the
Company's Chief Operating Officer.

[B] Loan Guarantee - The Company is a guarantor of a loan obtained by an
unrelated party in connection with a purchase agreement. In addition, payments
of the loan are secured by the Company's assets. Total outstanding balance of
the loan at September 30, 1999 was was approximately $70,000.

[12] Leases

     The Company occupies its premises subject to a noncancelable lease
agreement expiring in March 2004. The Company will pay a fixed monthly rent plus
real estate taxes.

     Future minimum payments under an operating lease are as follows at
September 30,


           For the Year Ending
               September 30                                    Amount
     -------------------------------------------------------------------
                  2000                                       $120,250
                  2001                                        120,250
                  2002                                        120,250
                  2003                                         90,188
                                                             --------
     Total minimum lease payments                            $450,938
                                                             ========

     Rent expense for the years ended March 31, 1999 and 1998 was $70,410 and
$33,833, respectively. In connection with the above lease, a refundable security
deposit in the amount of $30,063 is being held by the landlord.


                                       10
<PAGE>


[13] Subsequent Events

Acquisitions

     In March, 2000, Phlo System, Inc. exclusively licensed for all uses,
worldwide, a proprietary (patent pending) composition consisting of an ester
(derivative) of Vitamin E combined with a delivery system (with
sustained-release capability). This technology has been shown through in vitro
and in vivo tests to be effective in protecting cells from oxidative stress
associated with aging and exposure to toxic agents. Further, these tests have
shown this composition to be effective in stimulating the membrane repair
function of cells, particularly of the liver, heart and brain. The uses covered
by the Company's exclusive, worldwide license of this technology include, among
other things, pharmaceuticals, biotechnologicals, nutraceuticals, dietary
supplements, food and beverage products and topical preparations (for
therapeutic or cosmetic use).

Notes Payable

The following notes were issued by the Company subsequent to September 30, 1999,
in conjunction with financing activities:

o    In November and December, 1999, convertible notes payable in the aggregate
     amount of $400,000 were entered into. Simple interest accrues at an annual
     rate of one percentage point (1%) above the prime rate and is payable at
     the notes' respective maturity dates in May and June, 2001. After December
     31, 1999, the principal under the notes is convertible, at the option of
     the respective holders, into shares of the Company's common stock at a
     conversion price of $0.22 per share.

o    Two bridge loans in the aggregate amount of $100,000 were entered into in
     December 1999. Simple interest accrues at an annual rate of one percentage
     point (1%) above the prime rate and is payable at the notes' maturity dates
     of March 31, 2000. A payment default occurs under the notes only in the
     event that the Company fails to pay an amount due as and when payable, with
     such failure continuing for a period of thirty days.


                                       11
<PAGE>


Equity

o    In October and November, 1999, in consideration of $121,500, the Company
     sold to seven investors units aggregating 303,750 shares of Common Stock.

o    In March, 2000, in consideration of $165,000, the Company sold to three
     investors an aggregate of 165,000 shares of Common Stock.

o    In December, 1999, the Company issued to Mark Butler, a former officer and
     director of the Company, 20,000 shares of Common Stock as a result of his
     exercise of an option to purchase such shares at an exercise price of $0.05
     per share.

o    Between August and October, 1999, the Company issued an aggregate of
     125,000 share of Common Stock to two of its distributors pursuant to sales
     incentive programs offered to such distributors by the Company.

o    In December, 1999, the Company entered into an agreement with the providers
     of advertising and marketing services pursuant to which such service
     providers would earn warrants to purchase an aggregate of 50,000 shares of
     Common Stock at an exercise price of $0.10 per share in consideration for
     services rendered. Pursuant to such agreement, warrants providing for the
     purchase of such shares vest and become issuable as the performance of
     certain tasks is accomplished. In connection therewith, the Company issued
     two cashless warrants in January, 2000, each providing for the purchase
     thereunder of 8,333 shares of the Common Stock at an exercise price of
     $0.10 per share.

o    In October, 1999, the Company issued 20,000 shares of Common Stock to
     Gregory S. Kroning pursuant to the terms of a letter agreement providing
     for the rendering of investment banking services. Mr. Kroning breached the
     terms of the letter agreement, and the Company has filed suit against Mr.
     Kroning seeking damages and the return of the shares of Common Stock to the
     Company.

o    In March, 2000, in connection with the execution of the exclusive license
     for all uses, worldwide, of a proprietary composition consisting of an
     ester (derivative) of Vitamin E combined with a delivery system, the
     Company issued to the licensor of the technology, a warrant to purchase
     200,000 shares of the common stock of the Company at an exercise price of
     $0.05 per share.

Technology Agreements

     In October 1999, the Company formed a strategic alliance with Technology
Flavors & Fragrances, Inc. ("TFF"), an international flavor and fragrance
development company headquartered in Amityville, New York. The two companies
have pooled their resources and expertise to further develop Phlo's proprietary
advanced delivery system technology (the "Super-Phlo System") in preparation for
the introduction into the marketplace of beverages incorporating the Super-Phlo
System. The joint


                                       12
<PAGE>


development project between the two companies will also give Phlo the capability
to manufacture the Super-Phlo System, in addition to Phlo's exclusive license to
include it in all liquid formulations and certain other food products. The top
three key members of the scientific team at TFF who will be involved in the
further development of the Super-Phlo System and products associated with the
Super-Phlo System have, collectively, over 80 years of scientific and
manufacturing experience in the flavor industry. TFF currently works with Phlo
in the development of flavors for use in Phlo's McCoy's brand of teas, fruit
drinks and lemonades.

     In November, 1999, the Company's wholly-owned subsidiary, Phlo System,
Inc., executed a consulting agreement with William Regelson, M.D., a widely
published specialist in medical oncology, with joint appointments in
microbiology and biomedical engineering (Medical College of Virginia, Virginia
Commonwealth University, Richmond) who has been a leading researcher in the
field of aging for over twenty years and has over 200 publications to his
credit. Dr. Regelson will be working with Phlo System, Inc. on
biotechnology-related product development activities as well as applications of
its advanced delivery technology.


                        . . . . . . . . . . . . . . . . .


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<PAGE>


Item 2:

PHLO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

For the three months ended September 30, 1999 compared with the three months
ended September 30, 1998.

The following discussion of the Company's financial condition as of September
30, 1999 and results of operations for the three months ended September 30, 1999
and 1998 includes Phlo Corporation and its subsidiary (collectively, the
"Company") and should be read in conjunction with the consolidated financial
statements and notes appearing elsewhere in this 10-QSB.

OVERVIEW

The Company manufactures and sells the McCoy's beverages, which feature the
unique concept of "microbrewed" fruit drinks, lemonades, iced teas and green
teas as well as distinctive flavors, packaging and bottle. The McCoy's line of
all natural beverages contains no preservatives, artificial colors or flavors
and is made from the highest quality natural ingredients.

The McCoy's line is offered in 20 ounce proprietary glass bottles in 12 pack
cases, and currently encompasses 17 flavors, as follows:

Iced Teas       Green Teas                  Lemonades          Fruit Drinks
---------       ----------                  ---------          ------------
Lemon           Lemon                       Pink               Blackberry Cherry
Diet Lemon      Diet Lemon                  Old Fashioned      Kiwi Strawberry
Peach           Peach                                          Raspberry Vanilla
Raspberry       Raspberry                                      Tropical Punch
                Ginger Vanilla
                Ginger Mandarin Orange
                Ginger Plum

McCoy's Diet Lemon Iced Tea and Diet Lemon Green Tea contain Aspartame
(NutraSweet), a low calorie sweetener. The lemonades and fruit drinks contain 5%
juice while the iced teas and green teas contain no fruit juice.

The Company will be introducing diet versions of the McCoy's iced teas, green
teas, and certain of the fruit drinks. The Company will also add new flavors to
those currently offered.

The Company has been actively developing a proprietary product base the result
of which would dramatically increase the intrinsic value of the Company and its
valuation within the financial community and financial markets. Central to the
Company's strategic development plan is the development, acquisition and/or
exclusive licensing of proprietary technology, nutraceutical, biotechnological,
and/or pharmaceutical in nature, which the Company initially plans to convey to
consumers through the use of beverage systems. The Company is focusing its
technology acquisition and development efforts on those technologies related to
preventing or ameliorating cancer, reducing the effects of aging, assisting in
weight loss, and enhancing sexual performance.

The Company has exclusively licensed a proprietary (patent pending) advanced
delivery technology for use in liquids and apple-based products throughout the


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<PAGE>


United States and Canada. Through the use of this technology, the Company will
be able to deliver to the consumer in the most effective and consumer-friendly
manner nutritional and/or pharmaceutically active agents through its beverage
products. The Company is currently developing the delivery system for use in all
of its beverages.





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<PAGE>


PHLO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

For the six months ended September 30, 1999 compared with the six months ended
September 30, 1998.


RESULTS OF OPERATIONS

The Company had a net loss of $1,046,288 for the six months ended September 30,
1999 as compared to a net loss of $1,129,662 for the six months ended September
30, 1998. The net loss from operations for the six months ended September 30,
1999 is primarily due to the occurrence of slotting fees charged by supermarkets
and an increase in the Company's advertising and promotional schedules to
attempt to capture trail in the summer months.

The net sales for the Company for the six months ended September 30, 1999 were
$789,379 as compared to $771,978 for the six months ended September 30, 1998.

The Company had a gross profit of $52,424 or 6.6% as compared to a gross profit
of $771,978 or 1.5% for the six months ended September 30, 1999 and 1998,
respectively. The Company is attempting to increase the gross profit by adding
new distributors. Additionally, the gross profit was 6.6% due to principally the
cost of paying slotting fees to gain entry in the supermarkets.

The Company's selling, general and administrative expenses for the six months
ended September 30, 1999 and 1998 were $1,398,712 and $1,141,194, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The company incurred a net loss for the year ended March 31, 1999 and the period
from April 1, 1999 through September 30, 1999 equal to $2,604,001 and
$1,346,288, respectively. In addition the Company has a working capital deficit
at September 30, 1999 equal to $4,297,252. Management has implemented plans to
raise additional capital. During the period from March 31, 1999 to February
2000, the Company raised approximately $1,600,000 in equity and loan
transactions. Additionally, the Company has implemented plans to increase
beverage sales, especially to chain supermarkets accounts. By December 31, 1999,
the number of chain supermarket units that had authorized carrying the McCoy's
beverages has increased nearly 400% to 2057 stores at December 31, 1999.
Management believes it will be successful in implementing the steps necessary to
operate in the normal course of business. However there is no asssurance of
this, and, if not successful, the Company would no longer be able to operate as
a going concern.



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<PAGE>



                                        PHLO CORPORATION


March 22, 2000                          /S/  James B. Hovis
                                        --------------------------------------
                                        James B. Hovis, President & Chief
                                        Executive Officer




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