<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-QSB

             (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended June 30, 1999

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from _________to_________

                          Commission File No. 0-12374

                           Deucalion Research, Inc.
                      ----------------------------------
            (Exact Name of Registrant as Specified in its Charter)


            North Dakota                                      45-0375367
-------------------------------                             --------------
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                              Identification No.)

6601 East Grant Road, Suite 101, Tucson, Arizona                           85715
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)


                                (520) 886-5354
                                --------------
              (Registrant's telephone number including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

                               Yes        No   X
                                  -----      -----

Number of shares of common stock outstanding: 501,610,127 Shares of Common
Stock, par value $.0001 per share, were outstanding as of July 13, 1999.


<PAGE>

                           DEUCALION RESEARCH, INC.

Part 1.   FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                           DEUCALION RESEARCH, INC.
                                 BALANCE SHEET
                                 JUNE 30, 1999
                                  (Unaudited)



                                     ASSETS
Current assets:
   Cash                                                           $ 3,842
   Prepaid expenses                                                 4,500
                                                                  -------

   Total current assets                                             8,342
                                                                  -------

Equipment                                                          11,440
                                                                  -------
                                                                   11,440
Less accumulated depreciation                                      11,440
                                                                  -------
                                                                  -------

                                                                  $ 8,342
                                                                  -------

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
   Accounts payable:
     Related parties                                          $     1,170
     Other                                                         78,381
   Accrued management service fees, related party                  93,412
                                                              -----------

   Total liabilities (all current)                                172,963
                                                              -----------

Commitment

Shareholders' equity (deficit):
   Common stock, $.0001 par value; authorized 1,500,000,000
     shares; issued 501,610,127 shares                             50,161
   Capital in excess of par value                               2,130,016
   Accumulated deficit                                         (2,344,798)
                                                              -----------
                                                                 (164,621)
                                                              -----------

                                                              $     8,342
                                                              -----------


                      See notes to financial statements.

                                      F-1
<PAGE>

                           DEUCALION RESEARCH, INC.

                           STATEMENTS OF OPERATIONS

                   THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                  (Unaudited)

                                                      1999          1998
                                                 ------------   ------------
Expenses:
  General and administrative                     $         70   $        435
                                                 ------------   ------------

Net loss                                         $        (70)  $       (435)
                                                 ------------   ------------

Basic and diluted loss per common share          $          *   $          *
                                                 ============   ============

Weighted average number of shares outstanding     501,610,127    501,610,127

*Less than $.01 per share




                      See notes to financial statements.

                                      F-2
<PAGE>

                           DEUCALION RESEARCH, INC.

                           STATEMENTS OF OPERATIONS

                    SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                  (Unaudited)

                                                     1999          1998
                                                 ------------  ------------
Expenses:
  General and administrative                     $      1,673  $      1,079
                                                 ------------  ------------

Net loss                                         $     (1,673)  $    (1,079)
                                                 ============  ============

Basic and diluted loss per common share          $          *  $          *
                                                 ============  ============

Weighted average number of shares outstanding     501,610,127   501,610,127

*Less than $.01 per share



                      See notes to financial statements.

                                      F-3
<PAGE>

                           DEUCALION RESEARCH, INC.

                 STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

                        SIX MONTHS ENDED JUNE 30, 1999
                                  (Unaudited)
<TABLE>
<CAPTION>



                           Common stock      Capital in                Treasury stock
                     ---------------------     excess      Accumulated --------------
                      Shares        Amount     of par        deficit      Shares        Amount        Total
                     -----------   --------   ----------  -----------  --------------  --------   -----------
<S>                  <C>           <C>        <C>         <C>          <C>             <C>        <C>
Balances,
  January 1, 1999    517,859,353   $ 51,786   $2,384,509  $(2,343,125)     16,249,226  (256,118)  $  (162,948)

Retirement of
  treasury shares    (16,249,226)    (1,625)    (254,493)                 (16,249,226)  256,118

Net loss                                                       (1,673)                                 (1,673)
                     -----------   --------   ----------  -----------  --------------  --------   -----------

Balances,
  June 30, 1999      501,610,127     50,161    2,130,016   (2,344,798)              0         0      (164,621)
                     -----------   --------   ----------  -----------  --------------  --------   -----------
</TABLE>


                      See notes to financial statements.

                                      F-4
<PAGE>

                           DEUCALION RESEARCH, INC.

                           STATEMENTS OF CASH FLOWS

                    SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                  (Unaudited)


                                                       1999       1998
                                                   ----------   ---------
Cash flows from operating activities:
  Net loss                                         $   (1,673)  $  (1,079)
                                                   ----------   ---------
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Change in operating liabilities:
     Increase in accounts payable and accrued
       expenses                                             0         964
                                                   ----------   ---------
  Total adjustments                                         0         964
                                                   ----------   ---------

Net cash used in operating activities                  (1,673)       (115)
                                                   ----------   ---------

Decrease in cash                                       (1,673)       (115)

Cash, beginning                                         5,515       5,722
                                                   ----------   ---------

Cash, ending                                       $    3,842   $   5,607
                                                   ==========   =========


During the six months ended June 30, 1999 and 1998 no cash was paid for interest
or income taxes.


                      See notes to financial statements.

                                      F-5
<PAGE>
                           DEUCALION RESEARCH, INC.

                         NOTES TO FINANCIAL STATEMENTS

                   THREE MONTHS ENDED JUNE 30, 1999 AND 1998


1. Basis of presentation:

   The financial statements of Deucalion Research, Inc. (The "Company") included
     in this Form 10-QSB have been prepared without audit in accordance with the
     rules and regulations of the Securities and Exchange Commission. Although
     certain information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted, the Company believes that the
     disclosures are adequate to make the information presented not misleading.
     The accompanying financial statements should be read in conjunction with
     the audited financial statements and notes thereto included in the
     Company's Annual Report on Form 10-KSB for the fiscal year ended December
     31, 1998.

   In the opinion of management, all adjustments, including normal recurring
     adjustments,  necessary for a fair presentation of the results of
     operations for the three month periods ended June 30, 1999 and 1998 have
     been included.  The results of operations for the interim periods presented
     are not necessarily indicative of the results to be expected for the full
     year.

   There has not been any change in the significant accounting policies of the
     Company for the periods presented.

2. Stock purchase agreement:

   Effective August 31, 1999, the Company completed a transaction whereby the
     Company sold approximately 67% of the post transaction voting common stock
     for an aggregate purchase price of $110,000.  Also, effective August 31,
     1999 ("the Initial Closing Date"), the directors and officers of the
     Company resigned and the purchasers were elected as directors and officers
     of the Company.

   Pursuant to the terms of the transaction, the purchasers paid the Company
     $100,000 of the purchase price in exchange for 998,000,000 of shares of the
     Company's common stock.  Upon obtaining shareholder approval, the Company
     will effect a recapitalization of the Company, which may include a reverse
     stock split.  After the reverse stock split and recapitalization, the
     purchasers have agreed to pay the remaining $10,000 purchase price in
     exchange for shares of the Company's common stock which will result in the
     purchasers owning 95% of the Company.

  The stock purchase agreement also provided for the settlement of certain
     Company liabilities, including $38,836 owed for legal fees and $93,412 owed
     for management service fees. The Company intends to settle these
     liabilities through the issuance of common stock equal to 1/2% and 1%,
     respectively, of the total outstanding common stock of the Company after
     completion of the proposed transaction.

                                      F-6
<PAGE>
                           DEUCALION RESEARCH, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   THREE MONTHS ENDED JUNE 30, 1999 AND 1998

3. Subsequent Event:

   Effective September 1, 1999, the Company completed an agreement with Farley &
     Associates, Inc., an Arizona corporation, which is wholly owned by Michael
     R. Farley, whereby the Company acquired the rights to purchase 516,667
     shares of SiteScape in exchange for a $200,000 note payable (Due on demand,
     bearing interest 9%).  To date, the Company has purchased 258,334 shares of
     SiteScape Preferred Stock in exchange for $500,000.  The Company is further
     obligated to purchase an additional 258,333 shares of Preferred Stock for
     $500,000 in March 2000.  The Company funded the purchase of the Preferred
     Stock by purchasing Mr. Farley's investment in SiteScape for a $400,000
     note payable (Due on demand, bearing interest at 9%) and the payment of
     $100,000 cash to SiteScape.




                                      F-7
<PAGE>

Part 1.   FINANCIAL INFORMATION

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
          AND FINANCIAL CONDITION

FORWARD LOOKING STATEMENTS

THIS REPORT MAY CONTAIN CERTAIN "FORWARD-LOOKING" STATEMENTS AS SUCH TERM IS
DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 OR BY THE
SECURITIES AND EXCHANGE COMMISSION IN ITS RULES, REGULATIONS AND RELEASES, WHICH
REPRESENT THE REGISTRANT'S EXPECTATIONS OR BELIEFS,  INCLUDING BUT NOT LIMITED
TO, STATEMENTS CONCERNING THE REGISTRANT'S  OPERATIONS, ECONOMIC PERFORMANCE,
FINANCIAL CONDITION, GROWTH AND ACQUISITION STRATEGIES, INVESTMENTS, AND FUTURE
OPERATIONAL PLANS.  FOR THIS PURPOSE, ANY STATEMENTS CONTAINED HEREIN THAT ARE
NOT STATEMENTS OF  HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING
STATEMENTS.  WITHOUT  LIMITING THE GENERALITY OF THE FOREGOING, WORDS SUCH AS
"MAY", "WILL", "EXPECT", "BELIEVE", "ANTICIPATE", "INTENT", "COULD", "ESTIMATE",
"MIGHT", OR "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS THEREOF OR COMPARABLE
TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING  STATEMENTS.  THESE
STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES, CERTAIN
OF WHICH ARE BEYOND THE REGISTRANT'S CONTROL, AND ACTUAL RESULTS MAY DIFFER
MATERIALLY DEPENDING ON A VARIETY OF IMPORTANT FACTORS, INCLUDING UNCERTAINTY
RELATED TO THE REGISTRANT'S OPERATIONS,  MERGERS OR ACQUISITIONS, GOVERNMENTAL
REGULATION, THE VALUE OF THE REGISTRANT'S ASSETS AND ANY OTHER FACTORS DISCUSSED
IN THIS AND OTHER  REGISTRANT FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION.

Management's Discussion and Analysis for the six months ended June 30, 1999 and
1998

     Results of Operations

     During September 1992, the Company ceased active operations. Since that
     time, the Company's activities have primarily consisted of maintaining the
     corporation's status as a corporation in good standing with the state of
     North Dakota. During the quarter ended June 30, 1999 the Company incurred
     legal expense of $1,500. Because of the Company's inactivity it has been
     able to minimize its expenses and there were no other significant expenses
     during the six months ended June 30, 1999 or 1998.

     Liquidity and Capital Resources.

     The independent auditors' report on the Company's financial statements as
     of December 31, 1998, and for each of the years in the two-year period
     ended December 31, 1998, includes a "going concern" paragraph that
     describes substantial doubt about the Company's ability to continue as a
     going concern. The Company's plan with regard to future operations involve
     the sale of a majority of its common stock as described in Note 2 to the
     financial statements.

                                      F-8
<PAGE>

     As of June 30, 1999, the Company had a working capital deficiency of
     $164,621. As described in Note 2 to the financial statements, the Company
     has agreed to settle approximately $142,000 of current liabilities in
     exchange for one and one-half percent of the Company's old common stock.

     The Company anticipates a significantly increased need for working capital
     during 1999 and 2000 as it brings its required filings under the Securities
     and Exchange Act of 1934 current and proceeds with the Stock Purchase
     Agreement, Recapitalization and shareholder's meeting.

     No capital expenditures have been made by the Company since December 1998.


Management's Discussion and Analysis and Plan of Operation.

     Plan of Operation

     On July 29, the Stock Purchase Agreement between the Company and Michael R.
     Farley and Forrest L. Metz was closed. All of the officers and directors
     tendered their resignations and Messrs. Farley and Metz were elected to the
     Board of Directors. Mr. Metz was appointed Chairman of the Board, and Mr.
     Farley was appointed Chief Executive Officer. In August, the Company hired
     Grant S. Papanikolas as Chief Operating Officer. The new management is
     preparing the necessary documents to cause the Company to have a special
     shareholders meeting for the following purposes: 1) effect a
     recapitalization of the Company which will include a reverse stock split
     with a magnitude not yet determined; 2) change the name of the Company to
     Digital Fuel, Inc.; 3) appoint independent accountants; 4) change the
     domicile of the Company to Delaware. As per the Stock Purchase Agreement,
     at the completion of the reverse stock split and recapitalization, Messrs.
     Farley and Metz will purchase additional shares of the common stock of the
     Company and will end up owning 95% of the common stock of the Company.

     Effective September 1, 1999, the Company completed an agreement with Farley
     & Associates, Inc., an Arizona corporation, which is wholly owned by
     Michael R. Farley, whereby the Company acquired the rights to purchase
     516,667 shares of SiteScape in exchange for a $200,000 note payable. To
     date, the Company has purchased 258,334 shares of SiteScape Preferred Stock
     in exchange for $500,000.  The Company is further obligated to purchase an
     additional 258,333 shares of Preferred Stock for $500,000 in March 2000.
     The Company funded the purchase of the Preferred Stock by purchasing Mr.
     Farley's investment in SiteScape for a $400,000 note payable and the
     payment of $100,000 cash to SiteScape.

     SiteScape acquired AltaVista FORUM from Compaq Computer in April 1999, just
     prior to CMGI's acquisition of the popular AltaVista search engine.  FORUM
     was conceived and developed by the Digital AltaVista team at a cost of tens
     of millions of dollars in product development.  The transaction provides
     value to SiteScape in four areas.

     1.  A product with five years of rich technical development and broad
         industry wide use.

     2.  All intellectual property and technical resources, including the
         development team's senior engineering personnel.

     3.  An estimated global installed base of over 1,200 customers, the best of
         the Fortune 1000.

                                      F-9
<PAGE>

     4. The rights to use AltaVista Search engine, which is embedded in the
        product.

     Originally, AltaVista created FORUM to fulfill a variety of "team
     collaboration" or "groupware" needs.  Today, the product leverages the
     Internet for organizations that seek to enhance the functionality of
     existing application investments.  In the near future, FORUM will be used
     to extend existing enterprise applications into the supply chain, the field
     and the front office.  Tomorrow, because of its open source and platform
     independence, FORUM could become the standard web nervous system that
     provides the platform for web-based applications.

                                      F-10
<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings
          None

Item 2.   Changes in Securities
          None

Item 3.   Defaults Upon Senior Securities
          None

Item 4.   Submission of Matters to a Vote of Security Holders
          None

Item 5.   Other Information
          None

Item 6.   Exhibits and Reports of Form 8-K

          (a) Exhibit 27 - Financial data schedule

          (b) The Company filed no reports on Form 8-K during the quarter
              covered by this report



                                  SIGNATURES


Pursuant to the requirements 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.



                                       DEUCALION RESEARCH, INC.
                                       (Registrant)

                                       By Michael R. Farley
                                         ---------------------------------------
                                          Michael R. Farley,
                                          Chief Executive Officer



                                       By Forrest L. Metz
                                         ---------------------------------------
                                          Forrest L. Metz,
                                          President and Chief Financial Officer



Date: February __, 2000