Securities and Exchange Commission
                             Washington, D.C. 20549

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2000.

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 for the transition period from _______ to _______.

                        Commission file number 000-25669

                           IMMTECH INTERNATIONAL, INC.
--------------------------------------------------------------------------------
              (Name of Small Business as specified in its Charter)

           Delaware                                               39-1523370
-----------------------------------                          -------------------
(State or other jurisdiction of                              (I. R. S. Employer
 incorporation or organization)                              Identification No.)

150 Fairway Drive, Suite 150, Vernon Hills, Illinois                60061
--------------------------------------------------------------------------------
   (Address of principal executive offices)                      (Zip Code)

Issuer's telephone number:  (847) 573-0033
                            --------------

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

      Common Stock, $.01 per share

      Check whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 |_|

      As of July 31, 2000, 5,367,769 shares of the Registrant's Common Stock
were outstanding.

      Transitional Small Business Disclosure Format: (Check One): Yes |_| No |X|


                                       -1-
<PAGE>

                                     PART I.

Item 1. Financial Statements

IMMTECH INTERNATIONAL, INC.
(A Development Stage Enterprise)

CONDENSED BALANCE SHEETS (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      June 30,        March 31,
                                                                    ------------    ------------
ASSETS                                                                  2000            2000
<S>                                                                 <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents                                         $  3,572,057    $  4,596,319
  Investment securities available for sale                                             1,359,811
  Other current assets                                                                    11,200
                                                                    ------------    ------------

           Total current assets                                        3,572,057       5,967,330
                                                                    ------------    ------------

PROPERTY AND EQUIPMENT:
  Research and laboratory equipment                                      401,740         399,198
  Furniture and office equipment                                         140,444         112,036
  Leasehold improvements                                                   9,797           9,797
                                                                    ------------    ------------

           Total - at cost                                               551,981         521,031

  Less accumulated depreciation and amortization                         309,824         283,741
                                                                    ------------    ------------

    Property and equipment - net                                         242,157         237,290
                                                                    ------------    ------------

OTHER ASSETS                                                              19,848          19,848
                                                                    ------------    ------------

TOTAL                                                               $  3,834,062    $  6,224,468
                                                                    ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                  $  1,582,678    $  1,531,011
  Other accrued liabilities                                               44,450          33,904
                                                                    ------------    ------------

           Total current liabilities                                   1,627,128       1,564,915

DEFERRED RENTAL OBLIGATION                                                38,287          39,879
                                                                    ------------    ------------

           Total liabilities                                           1,665,415       1,604,794
                                                                    ------------    ------------

STOCKHOLDERS' EQUITY:
  Preferred stock
  Common stock                                                            53,677          52,823
  Additional paid-in capital                                          27,570,540      27,480,070
  Deficit accumulated during the developmental stage                 (25,455,570)    (22,912,041)
  Net unrealized loss on investment securities available for sale                         (1,178)
                                                                    ------------    ------------

           Total stockholders' equity                                  2,168,647       4,619,674
                                                                    ------------    ------------

TOTAL                                                               $  3,834,062    $  6,224,468
                                                                    ============    ============
</TABLE>

See notes to condensed financial statements.


                                      -2-
<PAGE>

IMMTECH INTERNATIONAL, INC.
(A Development Stage Enterprise)

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               October 15,
                                                     Three Months Ended           1984
                                                          June 30,             (Inception)
                                                 -------------------------     to June 30,
                                                    2000            1999           2000
<S>                                              <C>            <C>            <C>
REVENUES                                         $   135,578    $     5,788    $  2,492,495
                                                 -----------    -----------    ------------
EXPENSES:
  Research and development                         2,177,118      6,614,714      20,025,626
  General and administrative                         595,996        349,934      10,874,165
  Equity in loss of joint venture                                                   135,002
                                                 -----------    -----------    ------------

           Total expenses                          2,773,114      6,964,648      31,034,793
                                                 -----------    -----------    ------------

LOSS FROM OPERATIONS                              (2,637,536)    (6,958,860)    (28,542,298)
                                                 -----------    -----------    ------------

OTHER INCOME (EXPENSE):
  Interest income                                     96,949         64,842         421,508
  Interest expense                                                               (1,129,502)
  Loss on sales of investment securities - net        (2,942)                        (2,942)
                                                 -----------    -----------    ------------

           Other income (expense) - net               94,007         64,842        (710,936)
                                                 -----------    -----------    ------------

LOSS BEFORE EXTRAORDINARY ITEM                    (2,543,529)    (6,894,018)    (29,253,234)

EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT                                      1,427,765
                                                 -----------    -----------    ------------

NET LOSS                                          (2,543,529)    (6,894,018)    (27,825,469)

REDEEMABLE PREFERRED STOCK CONVERSION,
  PREMIUM AMORTIZATION AND DIVIDENDS                                              2,369,899
                                                 -----------    -----------    ------------

NET LOSS ATTRIBUTABLE TO COMMON
  STOCKHOLDERS                                   $(2,543,529)   $(6,894,018)   $(25,455,570)
                                                 ===========    ===========    ============

NET LOSS PER SHARE ATTRIBUTABLE
  TO COMMON STOCKHOLDERS                         $     (0.48)   $     (1.54)
                                                 ===========    ===========

SHARES USED IN COMPUTING NET LOSS PER SHARE
  ATTRIBUTABLE TO COMMON STOCKHOLDERS              5,344,119      4,464,313
                                                 ===========    ===========
</TABLE>

See notes to condensed financial statements.


                                      -3-
<PAGE>

IMMTECH INTERNATIONAL, INC.
(A Development Stage Enterprise)

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                              October 15,
                                                                                    Three Months Ended            1984
                                                                                         June 30,             (Inception)
                                                                                   --------------------        to June 30,
                                                                                    2000           1999           2000

OPERATING ACTIVITIES:
<S>                                                                             <C>            <C>            <C>

  Net loss                                                                      $(2,543,529)   $(6,894,018)   $(27,825,469)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Compensation recorded related to issuance of common stock or
      common stock options                                                           49,516      6,216,277      11,560,817
    Depreciation and amortization of property and equipment                          26,083          6,780         381,334
    Deferred rental obligation                                                       (1,592)                        38,287
    Equity in loss of joint venture                                                                                135,002
    Loss on sales of investment securities - net                                      2,942                          2,942
    Amortization of debt discounts and issuance costs                                                              134,503
    Extraordinary gain on extinguishment of debt                                                                (1,427,765)
    Changes in assets and liabilities:
      Other current assets                                                           11,200         (7,500)
      Accounts payable                                                               51,667        224,598       1,911,818
      Accrued interest                                                                                             663,013
      Other accrued liabilities                                                      10,546        (16,479)         44,450
                                                                                -----------    -----------    ------------

           Net cash used in operating activities                                 (2,393,167)      (470,342)    (14,381,068)
                                                                                -----------    -----------    ------------

INVESTING ACTIVITIES:
  Purchases of investment securities                                               (199,996)                    (1,803,469)
  Proceeds from sales and maturities of investment securities                     1,558,043                      1,800,527
  Purchases of property and equipment                                               (30,950)       (45,126)       (596,967)
  Investment in and advances to joint venture                                                                     (135,002)
  Increase in other assets                                                                                         (19,848)
                                                                                -----------    -----------    ------------

           Net cash provided by (used in) investing activities                    1,327,097        (45,126)       (754,759)
                                                                                -----------    -----------    ------------

FINANCING ACTIVITIES:
  (Repayments of) advances from stockholders and affiliates                                        (50,000)        985,172
  Proceeds from issuance of notes payable                                                                        2,645,194
  Principal payments on notes payable                                                             (110,000)       (218,119)
  Payments for debt issuance costs                                                                                 (53,669)
  Payments for extinguishment of debt                                                                             (203,450)
  Proceeds from issuance of preferred stock                                                                      3,330,000
  Net proceeds from issuance of common stock                                         41,808      9,200,710      12,175,092
  Additional capital contributed by stockholders                                                                   231,734
  Payments for offering costs deferred                                                                            (184,070)
                                                                                -----------    -----------    ------------

           Net cash provided by financing activities                                 41,808      9,040,710      18,707,884
                                                                                -----------    -----------    ------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                             (1,024,262)     8,525,242       3,572,057

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                    4,596,319              0               0
                                                                                -----------    -----------    ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $ 3,572,057    $ 8,525,242    $  3,572,057
                                                                                ===========    ===========    ============
</TABLE>

See notes to condensed financial statements.


                                      -4-
<PAGE>

IMMTECH INTERNATIONAL, INC.
(A Development Stage Enterprise)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

1.    BASIS OF PRESENTATION

      The accompanying condensed financial statements have been prepared by
      Immtech International, Inc. (the "Company") pursuant to the rules and
      regulations of the Securities and Exchange Commission ("SEC") and, in the
      opinion of the Company, include all adjustments necessary for a fair
      statement of results for each period shown. Certain information and
      footnote disclosures normally included in financial statements prepared in
      accordance with generally accepted accounting principles have been
      condensed or omitted pursuant to such SEC rules and regulations. The
      Company believes that the disclosures made are adequate to prevent the
      financial information given from being misleading. It is suggested that
      these financial statements be read in conjunction with the financial
      statements and notes thereto included in the Company's previously filed
      Form 10-KSB.

2.    COMPANY BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Description of Business - The Company is a biopharmaceutical company
      focusing on the discovery and development of therapeutic products for the
      treatment of opportunistic diseases and cancer in patients with
      compromised immune responses. The Company has two separate platform
      technologies for developing drugs, one based on developing a new class of
      molecules as pharmaceuticals and a second for developing a series of
      biological proteins that work in conjunction with the immune system.

      The Company was incorporated in 1984. The Company is in the development
      stage and has directed its efforts toward research and development, hiring
      scientific and management personnel, arranging for facilities and
      conducting clinical trials. The Company has no products currently
      available for sale, and none are expected to be commercially available for
      several years.

      Risks and Uncertainties - The accompanying financial statements have been
      prepared on a going concern basis, which contemplates the realization of
      assets and the satisfaction of liabilities in the normal course of
      business.

      Since inception, the Company has incurred accumulated losses of
      approximately $25,456,000. Management of the Company expects the Company
      to continue to incur significant losses during the next several years as
      the Company expands its research and development activities and clinical
      trial efforts. In addition, the Company has various research and
      development agreements with various entities that are thinly capitalized
      and are dependent upon their ability to raise additional funds to continue
      their research and development activities. The Company does not have any
      therapeutic products currently available for sale, and none are expected
      to be commercially available for several years, if at all. There can be no
      assurance that the Company's continued research will lead to the
      development of commercially viable products. The Company's operations to
      date have consumed substantial amounts of cash. The negative cash flow
      from operations is expected to continue and to accelerate in the
      foreseeable future. The Company will require substantial funds to conduct
      research and development, preclinical and clinical testing and to
      manufacture (or have manufactured) and market (or have marketed) its
      product candidates. On April 26, 1999, the Company completed an initial
      public offering which raised approximately


                                      -5-
<PAGE>

      $9,173,000 of additional equity capital. The net proceeds from the initial
      public offering are not sufficient to fund the Company's operations
      through the commercialization of one or more products yielding sufficient
      revenues to support the Company's operations; therefore, the Company will
      need to raise additional funds. The Company believes its existing working
      capital is sufficient to meet the Company's planned expenditures through
      May 31, 2000, although there can be no assurance the Company will not
      require additional funds. These factors, among others, indicate that the
      Company may be unable to continue as a going concern. The accompanying
      financial statements do not include any adjustments that might result from
      the outcome of these uncertainties.

      The Company's ability to continue as a going concern is dependent upon its
      ability to generate sufficient funds to meet its obligations as they
      become due and, ultimately, to obtain profitable operations. Management's
      plans for the forthcoming year include continuing their efforts to obtain
      additional equity financing and research grants, and enter into various
      research and development agreements with other entities.

      Cash Equivalents - The Company considers all investments with maturities
      of three months or less to be cash equivalents. Cash equivalents consist
      of an investment in a money market mutual fund and corporate debt
      instruments, recorded at cost, which approximate fair value.

      Investment Securities - The Company classifies its investment in debt
      securities as available for sale. Securities available for sale are
      recorded at fair value, with unrealized gains (losses) recorded as a
      separate component of stockholders' equity. Gains (losses) on the sale of
      investment securities are recorded on the specific identification method.

      Investment - The Company accounts for its investment in NextEra
      Therapeutics, Inc. ("NextEra") on the equity method (see Note 3).

      Property and Equipment - Property and equipment are recorded at cost and
      depreciation and amortization are provided using primarily the
      straight-line method over estimated useful lives ranging from three to
      seven years.

      The Company periodically evaluates the carrying value of its property and
      equipment in accordance with Statement of Financial Accounting Standards
      ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and
      for Long-Lived Assets to Be Disposed Of." Long-lived assets are reviewed
      for impairment whenever events or changes in circumstances indicate that
      the carrying amount may not be recoverable. If the sum of the expected
      future undiscounted cash flows is less than the carrying amount of an
      asset, a loss is recognized for the difference between the fair value and
      carrying value of the asset.

      Revenue Recognition - Revenue under grants and research and development
      agreements is recognized based on the Company's estimates of the stage of
      completion under the terms of the respective agreements.

      Research and Development Costs - All research and development costs are
      charged to operations as incurred.

      Income Taxes - The Company accounts for income taxes using an asset and
      liability approach. Deferred income tax assets and liabilities are
      computed annually for differences between the financial statement and


                                      -6-
<PAGE>

      tax bases of assets and liabilities that will result in taxable or
      deductible amounts in the future based on enacted tax laws and rates
      applicable to the periods in which the differences are expected to affect
      taxable income.

      Net (Loss) Income Per Share - Net (loss) income per share is calculated in
      accordance with Statement of Financial Accounting Standards ("SFAS") No.
      128, "Earnings Per Share." Diluted net (loss) income per share was the
      same as the basic net (loss) income per share as the stock options and
      warrants were antidilutive for the three months ended June 30, 1999 and
      2000.

      Segment Reporting - The Company is a development stage biopharmaceutical
      company that operates as one segment.

      Comprehensive Income (Loss) - Comprehensive loss for the three months
      ended June 30, 2000 is as follows:

Net loss                                                            $(2,543,529)
                                                                    -----------
Other comprehensive income:
  Unrealized loss on investment securities available for sale            (1,764)
  Reclassification adjustment for loss included in net loss               2,942
                                                                    -----------

Total other comprehensive income                                          1,178
                                                                    -----------

Comprehensive loss                                                  $(2,542,351)
                                                                    ===========

      There was no difference between comprehensive loss and net loss for the
      three months ended June 30, 1999.

      Use of Estimates - The preparation of financial statements in conformity
      with generally accepted accounting principles in the United States of
      America 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.

      Approved Accounting Standard Not Adopted - In 1998, the Financial
      Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative
      Instruments and Hedging Activities." The Company is in the process of
      evaluating the accounting and reporting requirements of SFAS No. 133, as
      amended by SFAS No. 137, and does not believe the adoption of SFAS No. 133
      will have a significant effect on the Company's financial statements. This
      statement is required to be adopted no later than the year ended March 31,
      2002.

      Reclassifications - Certain amounts previously reported have been
      reclassified to conform with the current presentation.

3.    INVESTMENT IN NEXTERA THERAPEUTICS, INC.

      On July 8, 1998, the Company, together with Franklin Research Group, Inc.
      ("Franklin") and certain other parties, formed NextEra Therapeutics, Inc.
      ("NextEra") to develop therapeutic products for treating cancer and
      related diseases. The Company and Franklin have a research and funding
      agreement with NextEra in which Franklin has provided funding of
      $1,350,000 to NextEra through March 31, 2000


                                      -7-
<PAGE>

      to fund the scale-up of manufacturing and initiation of Phase I clinical
      trials. The Company contributed its rmCRP technology as well as use of its
      current laboratory facilities for 330,000 common shares of NextEra. During
      the year ended March 31, 2000, the Company advanced $135,000 to NextEra to
      fund its operations.

      NextEra funded the operation of the Company's primary facility, including
      certain salaries related to work on rmCRP, rent and overhead associated
      with the project from July 1998 through December 1999. Since January 1,
      2000, NextEra has funded only their own compensation expenses, as they
      stopped funding the Company's primary facility and any associated
      overhead. In addition, NextEra has funded and is required to fund the cost
      of maintaining and defending the patents that are part of the intellectual
      property transferred to NextEra by the Company.

      NextEra has incurred accumulated losses of approximately $1,702,000 since
      inception (July 8, 1998) through June 30, 2000. NextEra is expected to
      continue to incur significant losses during the next several years. In
      addition, as of June 30, 2000, NextEra's current liabilities exceeded its
      current assets by approximately $1,510,000 and NextEra had a stockholders'
      deficiency of approximately $1,486,000.

      As of June 30, 2000 and March 31, 2000, the Company owned approximately
      44% of the issued and outstanding shares of NextEra common stock.

      The Company has learned that, on April 27, 2000, Franklin filed a
      complaint against the Company in the United States District Court for the
      Southern District of Ohio, Eastern Division. The complaint alleges fraud,
      negligent misrepresentation and breach of the implied covenant of good
      faith and fair dealing in connection with the research and funding
      agreement entered into between Franklin, the Company and NextEra. NextEra
      is not a party to the lawsuit. The complaint seeks compensatory damages in
      excess of $800,000, unquantified punitive damages, attorneys' fees, costs
      and expenses. The Company has not been served with the complaint and thus
      has filed no responsive pleadings. The Company believes the complaint
      lacks merit and intends to vigorously defend this action. The Company is
      currently in negotiations with Franklin and its designees to resolve the
      underlying issues, including the possible restructuring of the joint
      venture and relationship with NextEra to better position NextEra in its
      fund raising efforts.

      NextEra's ability to continue as a going concern is dependent upon its
      ability to generate sufficient funds to meet its obligations as they
      become due and, ultimately, to obtain profitable operations. NextEra's
      financial plans for the forthcoming year include the continuing efforts to
      obtain additional equity financing.

      The Company has recognized an equity loss in NextEra to the extent of the
      basis of its investment. Recognition of any investment income on the
      equity method by the Company for its investment in NextEra will occur only
      after NextEra has earnings in excess of previously unrecognized equity
      losses.

4.    INVESTMENT SECURITIES AVAILABLE FOR SALE

      The Company had no investment securities available for sale as of June 30,
      2000. Proceeds from the sales of investment securities during the three
      months ended June 30, 2000 were $1,558,043. Gross gains and gross losses
      of $212 and $3,154, respectively, were realized on such sales during the
      three months ended June 30, 2000.


                                      -8-
<PAGE>

      The amortized cost and carrying value (fair value) of investment
      securities available for sale as of March 31, 2000 is summarized as
      follows:

<TABLE>
<CAPTION>
                                                        March 31, 2000
                                    -----------------------------------------------------
                                                   Gross           Gross
                                     Amortized   Unrealized      Unrealized      Fair
                                       Cost        Gains           Losses        Value
<S>                                 <C>             <C>           <C>         <C>
Corporate debt securities           $  933,759      $119          $(1,142)    $  932,736
Asset backed securities                427,230                       (155)       427,075
                                    ----------      ----          -------     ----------

Total                               $1,360,989      $119          $(1,297)    $1,359,811
                                    ==========      ====          =======     ==========
</TABLE>

      As of March 31, 2000, the net unrealized losses on investment securities
      available for sale were $1,178.

5.    STOCK OPTIONS, WARRANTS AND COMMON STOCK

      On April 26, 1999, the Company issued 1,150,000 shares of common stock
      through an initial public stock offering resulting in net proceeds of
      approximately $9,173,000. Costs incurred of approximately $513,000 as of
      March 31, 1999, including approximately $329,000 of costs that were unpaid
      and included in accounts payable as of such date, with respect to the
      offering were deferred pending the completion of the offering and netted
      with the proceeds of the offering. The underwriters received warrants to
      purchase 100,000 additional shares of common stock at $16.00 per share.
      The warrants expire April 30, 2003.

      The Company had 5,367,769 shares and 5,282,334 shares of common stock
      outstanding as of June 30, 2000 and March 31, 2000, respectively.

      The Company has granted common stock options to individuals who have
      contributed to the Company. The options contain various provisions
      regarding vesting periods, expiration dates, stockholder approval
      requirements and contingencies on the approval of an increase in the stock
      option pool by the Board of Directors. The options vest over periods
      ranging from 0 to 4 years and generally expire in ten years. As of June
      30, 2000, there were 2,581 employee stock options available for grant.

      During the three months ended June 30, 2000, the Company did not issue any
      options to nonemployees and recognized expense of approximately $50,000
      related to certain options issued during the year ended March 31, 1999
      which vest over a four year service period. During the three months ended
      June 30, 1999, the Company issued 2,176 options to nonemployees and
      recognized expense of approximately $37,000 related to such options and
      approximately $67,000 of expense related to certain options issued during
      the year ended March 31, 1999 which vest over a four year service period.
      The expense was determined based on the estimated fair value of the
      options issued.


                                      -9-
<PAGE>

      The activity during the three months ended June 30, 2000 for the Company's
      stock options is summarized as follows:

<TABLE>
<CAPTION>
                                                                            Weighted
                                             Number of    Stock Options     Average
                                              Shares       Price Range   Exercise Price
<S>                                          <C>           <C>             <C>
Outstanding as of April 1, 2000               416,048      $0.31-1.74      $   0.63
  Exercised                                   (85,435)      0.31-0.59          0.49
  Expired                                     (27,655)           0.59          0.59
                                             --------      -----------     --------

Outstanding as of June 30, 2000               302,958      $0.31-1.74      $   0.67
                                             ========      ===========     ========

Exercisable as of June 30, 2000               270,839      $0.31-1.74      $   0.69
                                             ========      ===========     ========
</TABLE>

      The Board of Directors have approved the issuance of 127,750 stock options
      at the closing market price on the grant date of the options to certain
      scientific members of a research consortium (see Note 6), employees of the
      Company and other individuals. These options are subject to shareholder
      approval, and had not been approved as of June 30, 2000.

      The following table summarizes information about common stock warrants
      outstanding as of June 30, 2000:

                                                  Warrants
                          Exercise Price       Outstanding    Expiration Date

         $6.47 per share                           225,000     July 24, 2004
         $6.47 per share                           750,000     October 12, 2004
         $16.00 per share                          100,000     April 30, 2003
         $20.52 per share                          850,000     April 30, 2009
                                                 ---------

         Total warrants outstanding              1,925,000
                                                 =========

      During the three months ended June 30, 1999 and September 30, 1999,
      certain warrant holders exercised warrants to purchase 1,400 and 67,900
      shares of common stock at $5.00 per share, respectively. The warrants,
      which were issued during the year ended March 31, 1997, had an August 29,
      1999 expiration date. Warrants to purchase 22,100 shares of common stock
      expired as of such date. In addition, on May 17, 1999, warrants to
      purchase 75,000 shares of common stock were exercised at $.10 per share.

      The Company has adopted the disclosure-only provisions of SFAS No. 123,
      "Accounting for Stock-Based Compensation," but applies Accounting
      Principles Board Opinion No. 25 and related interpretations in accounting
      for its employee stock option plans. There were no options issued to
      employees during the three months ended June 30, 2000 and 1999.

6.    COLLABORATIVE RESEARCH AND DEVELOPMENT ACTIVITIES

      The Company has various collaborative research agreements with commercial
      enterprises. Under the terms of these arrangements, the Company has agreed
      to perform best efforts research and development and, in exchange, the
      Company may receive advanced cash funding and may also earn additional
      fees


                                      -10-
<PAGE>

      for the attainment of certain milestones. The Company may receive
      royalties on the sales of such products. The other parties generally
      receive exclusive marketing and distribution rights for certain products
      for set time periods in specific geographic areas.

      The Company initially acquired its rights to the platform technology and
      dicationic compounds developed by a consortium of universities including
      The University of North Carolina at Chapel Hill ("UNC"), Duke University,
      Auburn University and Georgia State University (the "Consortium") pursuant
      to an agreement, dated January 15, 1997 (as amended in May 1998, the
      "Consortium Agreement") among the Consortium, Pharm-Eco Laboratories, Inc.
      ("Pharm-Eco"), and on behalf of itself and the other academic institutions
      in the Consortium. The Consortium Agreement commits each party to the
      agreement to research, develop, finance the research and development of,
      manufacture and market the technology and compounds owned by the
      Consortium and then licensed or optioned to Pharm-Eco (the "Current
      Compounds") and licensed to the Company pursuant to the Consortium
      Agreement, and all technology and compounds developed by the Consortium
      after the date thereof through use of Company-sponsored research funding
      or National Cooperative Drug Development grant funding made available to
      the Consortium (the "Future Compounds" and, collectively with the Current
      Compounds, the "Compounds").

      The Consortium Agreement contemplates that the Company and Pharm-Eco, with
      respect to the Current Compounds, and the Company and UNC, with respect to
      Future Compounds, will enter into more comprehensive license or
      assignments of the intellectual property rights held by Pharm-Eco and the
      Consortium.

      Under the Consortium Agreement, the Company agreed to use its best efforts
      to complete an initial public offering ("IPO") of shares of its common
      stock with gross proceeds of at least $10,000,000 or an alternative form
      of financing ("Alternative Financing") to raise at least $4,000,000 by
      April 30, 1999. As a result of the closing of the IPO, the Company: (i)
      used $5,000,000 to develop the Compounds; (ii) issued an aggregate of
      611,250 shares of common stock to Pharm-Eco or persons designated by
      Pharm-Eco, which number includes 137,500 shares issued to the Consortium;
      the Company has recorded research and development costs of $6,112,500
      during the three months ended June 30, 1999, based on the estimated fair
      value of the 611,250 shares issued; (iii) may be required to issue
      warrants to purchase an aggregate of 850,000 shares of common stock to
      Pharm-Eco or persons designated by Pharm-Eco with a ten-year term from the
      date of issuance, at an exercise price equal to the weighted average
      market price of the Company's common stock during the first 20 days of
      trading on the over-the-counter market ($20.52 per share), which warrants
      are exercisable upon the occurrence of certain events and subject to
      redemption by the Company; and (iv) may be required to issue an aggregate
      of 150,000 shares of common stock collectively to Pharm-Eco or persons
      designated by Pharm-Eco, which number of shares includes 100,000 shares of
      common stock to be issued to the Consortium, upon the filing by the
      Company of a new drug application or an abbreviated new drug application
      with the Food and Drug Administration with respect to any product covered
      by the Agreement under current Compounds. In addition, the Company will
      pay UNC an aggregate royalty of 5% of net sales of Current Products and
      Future Products, except that the royalty rate payable on any Compound
      developed at Duke University will be determined by negotiation at the time
      such Compound is developed. In the event that the Company sublicenses its
      rights with respect to the Compounds, the Company will pay UNC, in
      addition to the royalty described above, 2.5% of all signing, milestone
      and other non-royalty payments made to the Company pursuant to the
      sublicense agreement and will pay to Pharm-Eco 2.5% of all signing,
      milestone and other nonroyalty payments made to the Company pursuant to
      the sublicense agreement.


                                      -11-
<PAGE>

      The Company entered into an agreement with Pharm-Eco to use reasonable
      efforts to form a joint venture to produce Good Manufacturing Practices
      ("GMP")-quality dicationic drugs and products for clinical testing and for
      early commercialization. Pharm-Eco was unable to manufacture certain
      required compounds and the Company subsequently engaged alternate
      suppliers who successfully manufactured the compounds.

      Since the gross proceeds of the April 26, 1999 initial public offering
      were more than $10,000,000, both Pharm-Eco and UNC will grant an exclusive
      worldwide license to use, manufacture, have manufactured, promote, sell,
      distribute, or otherwise dispose of any products based directly or
      indirectly on all of the Current Compounds and Future Compounds.

      The Company is required to make quarterly research grants in the amount of
      $100,000 to UNC through April 30, 2002 and pay all costs to maintain and
      defend all patents and patent applications relating to any Compounds or
      products. During the three months ended June 30, 2000 and 1999, the
      Company expensed grant payments to UNC of $100,000 and $350,000,
      respectively. Such payments were expensed as research and development
      costs.

      In August 1999, the Company received a Small Business Innovation Research
      Grant for approximately $598,000 from the National Institutes of Health
      ("NIH") to research various infections. During the three months ended June
      30, 2000 and the year ended March 31, 2000, the Company recognized revenue
      of approximately $136,000 and $363,000, respectively, from this grant and
      expensed payments to the Consortium for approximately $38,000 and $56,000,
      respectively, for contracted research related to such grant. During the
      three months ended June 30, 1999, the Company recognized revenue of
      approximately $6,000 for research related to a specific research grant
      from the NIH and expensed payments to the Consortium of approximately
      $6,000 for contracted research related to such grant. There is no
      additional funding available to the Company under this grant.

                                   * * * * * *


                                      -12-
<PAGE>

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

OVERVIEW

      Immtech International, Inc. ("Immtech" or the "Company") is a
pharmaceutical company focused on the discovery and commercialization of
therapeutics for the treatment of patients afflicted with opportunistic
infectious diseases, cancer or compromised immune systems such as HIV infected
persons. The Company has a pharmaceutical program for developing drugs with a
specific focus on new drugs to treat fungal diseases. The pharmaceutical program
is based on a technology platform for the design of a class of pharmaceutical
compounds referred to as dications. Dicationic compounds have two positively
charged ends held together by a neutrally charged chemical linker group. The
unique structure of the compounds with positive charges on the ends (shaped like
molecular barbells) allows them to bind to the negatively charged surface in the
minor groove of the organism's DNA (like a band-aid), preventing life sustaining
enzymes from attaching to the DNA's active sites. Once a site is occupied by one
of the Company's compounds, the necessary enzyme cannot bind to the DNA,
preventing the organism from dividing, stopping the spread of the related
disease by inhibiting or killing the growth of the target organism. This will
accelerate the body's return to normal health. The Company believes that
pharmaceutical dications can be designed to inhibit the growth of a wide variety
of infectious organisms which cause fungal, parasitic, bacterial and viral
diseases. Separately, Immtech has formed a joint venture company to finance and
manage a biological program for developing drugs based on biological proteins
that work in conjunction with the body's immune system. These biological
proteins are derivatives of C-Reactive Protein ("CRP"), which occurs naturally
in the body and which the Company believes can be used to control the structural
environment around cancerous tumors and to reprogram cancerous cells to stop
growing uncontrollably and revert to normal cell behavior.

      With the exception of certain research funding agreements and certain
grants, the Company has not generated any revenue from operations. For the
period from inception (October 15, 1984) to June 30, 2000, the Company incurred
cumulative net losses of approximately $25,456,000. The Company has incurred
additional losses since such date and expects to incur additional operating
losses for the foreseeable future. The Company expects that its revenue sources
for at least the next several years will be limited to research grants from
Small Business Technology Transfer Program ("STTR") grants and Small Business
Innovation Research ("SBIR") grants and payments from other collaborators under
arrangements that may be entered into in the future. The timing and amounts of
such revenues, if any, will likely fluctuate sharply and depend upon the
achievement of specified milestones, and results of operations for any period
may be unrelated to the results of operations for any other period.


                                      -13-
<PAGE>

RESULTS OF OPERATIONS

      Three Months Ended June 30, 2000 Compared with Three Months Ended June 30,
1999.

      Revenues under collaborative research and development agreements were
approximately $136,000 and $6,000 for the three months ended June 30, 2000 and
1999, respectively. For the three months ended June 30, 2000, there were grant
revenues of approximately $136,000 from an SBIR grant from the National
Institutes of Health ("NIH") while for the three months ended June 30, 1999 the
grant revenue from an NIH grant was approximately $6,000.

      Interest income for the three months ended June 30, 2000 was approximately
$97,000. Interest is generated on the invested funds remaining from the proceeds
of the initial public offering on April 26, 1999 (the "IPO"). Interest income in
the three months ended June 30, 1999 was approximately $65,000. There was no
interest expense for the three months ended June 30, 2000 and June 30, 1999.

      Research and development expenses decreased to approximately $2,177,000 in
the three months ended June 30, 2000 from approximately $6,615,000 in the three
months ended June 30, 1999. Research and development expenses for the three
months ended June 30, 1999 included a non-cash expense of approximately
$6,113,000 related to the issuance of 611,250 shares of common stock pursuant to
an agreement with Pharm-Eco Laboratories, Inc. ("Pharm-Eco") and the University
of North Carolina at Chapel Hill ("UNC"), acting on behalf of a consortium of
universities including UNC, Duke University, Auburn University and Georgia State
University (the "Consortium"). Research and development expenses for the period
ended June 30, 1999 exclusive of the non-cash charge were approximately $502,000
compared to approximately $2,177,000 of expenses for the three month period
ended June 30, 2000. The increase is due primarily to increased direct spending
on product development on the Company's lead pharmaceutical compounds offset by
a $250,000 reduction in grant payments to the Consortium.

      General and administrative expenses increased for the three months ended
June 30, 2000 to approximately $596,000 from approximately $350,000 for the
three months ended June 30, 1999. The increase was primarily due to expenses of
approximately $190,000 for activities related to promoting the Company and
exploring various alternatives to raising additional capital and other costs
associated with our New York office which opened in July 1999 for the purpose of
corporate development and investor relation activities and the hiring of
additional employees.

      The Company incurred a net loss of approximately $2,544,000 for the three
months ended June 30, 2000 as compared with a net loss of approximately
$6,894,000 for the three months ended June 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

      From inception through June 30, 2000, the Company financed its operations
from (i) the net proceeds from the issuance of debt and equity securities and
cash contributed from stockholders, which in the aggregate, raised approximately
$19,367,000 (ii) payments from research agreements and SBIR grants and STTR
grants of approximately $2,492,000 and (iii) use of stock, options and warrants
in lieu of cash compensation.

      The Company's cash resources have been used to finance research and
development, including sponsored research, capital expenditures, expenses
associated with the efforts of the Consortium and general and administrative
expenses. Over the next several years, the Company expects to incur substantial
additional research and development costs, including costs related to
early-stage research in preclinical and clinical trials, increased
administrative expenses to support its research and development operations and
increased capital expenditures for expanded research capacity, various equipment
needs and facility improvements or relocation.

      The Company anticipates that its research and development spending for the
second, third, and fourth quarters of the current fiscal year to be
significantly less than that for the first quarter due to the amount of
available working capital and the timing of planned expenditures.

      The Company is a party to sponsored research agreements with UNC which
requires it to make quarterly research payments of $100,000 through April 30,
2002.


                                      -14-
<PAGE>

      The Company believes its existing resources, but not including proceeds
from any grant the Company may receive, to be sufficient to meet the Company's
planned expenditures into May 2001, although there can be no assurance the
Company will not require additional funds. The Company's working capital
requirements will depend upon numerous factors, including the progress of the
Company's research and development programs (which may vary as product
candidates are added or abandoned), preclinical testing and clinical trials,
achievement of regulatory milestones, the Company's corporate partners
fulfilling their obligations to the Company, the timing and cost of seeking
regulatory approvals, the level of resources that the Company devotes to the
development of manufacturing, the ability of the Company to maintain existing
and establish new collaborative arrangements with other companies to provide
funding to the Company to support these activities and other factors. In any
event, the Company will require substantial funds in addition to the present
existing working capital to develop its product candidates and otherwise to meet
its business objectives.

      The Company's ability to continue as a going concern is dependent upon its
ability to generate sufficient funds to meet its obligations as they become due
and, ultimately, to obtain profitable operations. Management's plans for the
forthcoming year include continuing their efforts to obtain additional equity
financing and research grants, and enter into various research and development
agreements with other entities.

SPECIAL NOTE--FORWARD-LOOKING STATEMENTS

      Certain statements contained in this report, including, without
limitation, statements containing the words "believe," "anticipates," "expects"
and words of similar import, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
the Company's need for substantial additional funds and its access to capital
markets, the lack of any Company products currently available for sale, the
early stages of experiments and the uncertainties involved in clinical trials,
the Company's history of operating losses, the dependence of the Company on
third party relationships for the manufacture of its products and the
performance of its clinical trials, the Company's limited manufacturing
capability, existing government regulations and changes in, or the failure to
comply with, government regulations; competition; the ability to attract and
retain qualified personnel and the Company's dependence on key personnel; the
ability to protect technology, patents and proprietary information; and other
factors referenced in this report. Given these uncertainties, readers of this
report and investors are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any


                                      -15-
<PAGE>

such factors or to publicly announce the result of any revisions to any of the
forward-looking statements contained herein to reflect future events or
developments.

                                     Part II

Item 1. Legal Proceedings

      Except as noted in footnote three in Part I item 1 in this form 10QSB and
footnote three to the Notes to the Financial Statements in the form 10KSB, the
Company is not presently involved in any material litigation nor is it aware of
any impending litigation.

Item 2. Recent Sales of Unregistered Securities Pursuant to Section 4(2)

<TABLE>
<CAPTION>
  Date         Description/Consideration                      Holder                 Number of Shares
                                                                                  of Common Stock Issued
<S>          <C>                        <C>          <C>                                  <C>
4/12/00      Exercise of option         $  6,900     Gerhard J. von der Ruhr              11,716
4/12/00      Exercise of option         $ 12,848     Byron Anderson                       21,777
4/14/00      Exercise of option         $ 10,260     Lawrence Potempa                     17,422
5/12/00      Exercise of option         $  7,500     Hirshberger International            24,197
5/12/00      Exercise of option         $  1,000     Henry Gewurz                          3,226
6/01/00      Exercise of option         $  3,300     Gary C. Parks                         7,097
</TABLE>

Use of Proceeds

      In April 1999, the Company sold 1,150,000 shares of common stock at $10.00
per share (which included the underwriters over-allotment of 150,000 shares)
through the IPO. The U.S. underwriter Westport Resources handled the placement
of 300,000 shares plus the over-allotment of 150,000 shares. The international
underwriter The New China Hong Kong Securities LTD placed the remaining 700,000
shares. The gross proceeds from the IPO totaled $11,500,000 and the net proceeds
totaled $9,172,610.

Substantially all of the remaining net proceeds of the IPO will be used to fund
the Company's research and development efforts, including clinical and
preclinical studies. Any net proceeds not applied to the Company's research and
development efforts will be used for working capital and general corporate
purposes. The amount and timing of expenditures of the net proceeds of the IPO
cannot be precisely determined, and will depend on numerous factors, including
the status of the Company's product development efforts, the results of clinical
trials and the regulatory approval process. The Company may also use a portion
of the net proceeds to acquire complementary businesses, products or
technologies, although the Company has no agreements and is not involved in any
negotiations with respect to any such transaction. Pending such uses, the
Company has chosen to invest any available funds in short-term, interest-bearing
investments.

      For the 15 months during the period from the IPO through June 30, 2000,
the Company has used the proceeds as follows:

      Arrearage in research support                              $   150,000
      Debt payment                                               $   110,000
      Research and development                                   $ 5,112,598
      Patent protection                                          $   185,335
      Working capital and general corporate purposes             $ 2,198,051


                                      -16-
<PAGE>

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

      (A) EXHIBITS

      The exhibits listed in the accompanying index to exhibits are filed or
incorporated by reference as part of this report.

      (B) REPORTS ON FORM 8-K

      No reports on Form 8-K have been filed during the past quarter.


                                      -17-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        IMMTECH INTERNATIONAL, INC.


Date: August 10, 2000                   By: /s/ T. Stephen Thompson
                                            ------------------------------------
                                                T. Stephen Thompson
                                                Chief Executive Officer and
                                                President

Date: August 10, 2000                       /s/ Gary C. Parks
                                            ------------------------------------
                                                Gary C. Parks
                                                Treasurer, Secretary and Chief
                                                Financial Officer (Principal
                                                Financial and Accounting
                                                Officer)


                                      -18-
<PAGE>

                                  EXHIBIT INDEX

Exhibit             Description
-------             -----------

27.1(1)             Financial Data Schedule


                                      -19-