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

                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE  QUARTERLY  PERIOD ENDED JUNE 30, 2000.

[   ]    TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE  TRANSITION PERIOD FROM ___________to_____________.


Commission file number:    0-23153

                                 VOLU-SOL, INC.
        (Exact name of small business issuer as specified in its charter)

      Utah                                               87-0543981
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)



5095 West 2100 South
Salt Lake City, Utah                                                  84120
(Address of principal executive offices)                           (Zip Code)

                                 (801) 974-9474
                (Issuer's telephone number, including area code)


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

As of August 10,  2000,  the  registrant  had issued and  outstanding  2,869,219
shares of Common Stock, par value $.0001.

Note: On April 28, 2000, the registrant  declared a one-for-five  stock split of
its common stock that reduced the number of issued and outstanding  shares as of
that date.  Outstanding  common stock data in this report have been  adjusted to
reflect the reverse stock split.

           Transitional Small Business Disclosure Format (Check One):
                                 Yes [ ] No [X]


                                       1

<PAGE>


                                TABLE OF CONTENTS

                                                                        Page No.

PART I.  FINANCIAL INFORMATION

1.        Financial Statements

         Unaudited Condensed Consolidated Balance Sheet as of June 30, 2000....3

         Unaudited Condensed Consolidated Statements of Operations
         for the Three Months and Nine Months Ended June 30, 2000 and 1999.....4

         Unaudited Condensed Consolidated Statements of Cash Flows
         for the Nine Months Ended  June 30, 2000 and 1999 ....................5

         Notes to Unaudited Condensed Consolidated Financial Statements........6

2.       Management's Discussion and Analysis or Plan of Operation.............8

PART II.  OTHER INFORMATION...................................................11












                                       2

<PAGE>
                          VOLU-SOL, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>

<S>                                                                                <C>
                                                                                         June 30,
                                                                                           2000
                                                                                   ---------------------

               Assets

Current assets:
     Cash and cash equivalents                                                     $            516,243
     Accounts receivable, less allowance for doubtful accounts of $2,188                         95,371
     Note receivable                                                                            200,000
     Inventories                                                                                 50,772
                                                                                   ---------------------

        Total current assets                                                                    862,386

Property and equipment, net                                                                      54,525
Other assets                                                                                      3,697
                                                                                   ---------------------

        Total assets                                                               $            920,608
                                                                                   ---------------------

               Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable                                                              $            141,363
     Accrued liabilities                                                                         25,800
     Preferred stock dividends payable                                                          192,778
                                                                                   ---------------------

        Total current liabilities                                                               359,941
                                                                                   ---------------------

Commitments and contingencies

Stockholders' equity:
     Preferred stock, $.0001 par value; 10,000,000 shares authorized:
        15,133 shares outstanding (aggregate liquidation preference $4,280,157)               3,626,111
     Common Stock, par value $.0001; 50,000,000 shares authorized,
        2,869,219 shares issued and outstanding                                                     287
     Additional paid-in capital                                                               4,148,166
     Preferred stock subscriptions receivable                                                  (338,300)
     Accumulated deficit                                                                     (6,875,597)
                                                                                   ---------------------

        Total stockholders' equity                                                              560,667
                                                                                   ---------------------

        Total liabilities and stockholders' equity                                 $            920,608
                                                                                   ---------------------
</TABLE>




    The accompanying notes are an integral part of these unaudited condensed
                       consolidated financial statements.


                                       3
<PAGE>

                          VOLU-SOL, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                            For the Three Months                      For the Nine Months
                                                                Ended June 30,                           Ended June 30,
<S>                                                  <C>                <C>                   <C>                 <C>
                                                         2000               1999                  2000                1999
                                                     --------------     --------------        --------------      --------------

Sales                                                $     119,724      $     134,951         $     376,458       $     385,686
Cost of goods sold                                          44,944             66,926               210,088             239,035
                                                     --------------     --------------        --------------       -------------

         Gross margin                                       74,780             68,028               166,370             146,651
Selling, general and administrative expenses               465,504            137,484             1,714,805             648,173
Research and development                                 1,053,670                  -             1,053,670                   -
                                                     --------------    ---------------       ---------------     ---------------

         Loss from operations                           (1,444,394)           (69,456)           (2,602,105)           (501,522)

Other income (expense):
     Interest income                                         9,798                  -                11,759                 140
     Interest expense                                            -            (10,146)                    -             (18,864)
                                                     --------------     --------------        --------------      --------------

Net loss before provision for income taxes              (1,434,596)           (79,602)           (2,590,346)           (520,246)

Provision for income taxes                                       -                100                     -                   -
                                                     --------------     --------------        --------------      --------------

         Net loss                                    $  (1,434,596)     $     (79,702)        $  (2,590,346)      $    (520,246)
                                                     --------------     --------------        --------------      --------------

Dividends on Series A preferred stock                      (75,691)           (34,388)             (192,778)           (110,220)
                                                     --------------     --------------        --------------      --------------

Net loss applicable to common stock                  $  (1,510,287)     $    (114,090)        $  (2,783,124)      $    (630,466)
                                                     --------------     --------------        --------------      --------------

Net loss per common share - basic and diluted        $       (1.00)     $       (0.21)        $       (2.86)      $      (1.49)
                                                     --------------     --------------        --------------      --------------

Weighted average common shares outstanding               1,510,877            540,000               970,561             422,000
</TABLE>


         The accompanying notes are an integral part of these unaudited
                  condensed consolidated financial statements.


                                       4

<PAGE>

                          VOLU-SOL, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                               For the Nine Months
                                                                                  Ended June 30,
                                                                             2000                     1999
                                                                 ---------------------------------------------

Cash flows from operating activities:
<S>                                                               <C>                     <C>
     Net loss                                                     $       (2,590,346)     $          (520,246)
     Adjustments to reconcile net loss to
         net cash used in operating activities:
             Depreciation                                                     51,859                   59,586
             Preferred and common stock issued for services                  615,000                  265,000
             Issuance of stock options for serviceS                          338,845                        -
             (Increase) decrease in:
                 Accounts receivable                                         (19,674)                 (12,504)
                 Inventories                                                   5,448                    2,488
                 Other assets                                                    525                   17,117
             Increase (decrease) in:
                 Accounts payable                                            106,997                  (11,675)
                 Accrued liabilities                                          (2,534)                 (22,783)
                                                                 --------------------     --------------------

         Net cash used in operating activities:                  $        (1,493,880)     $          (224,783)
                                                                 --------------------     --------------------

Cash flows from investing activities-payments
   on issuance of related party note receivable                             (200,000)                       -
                                                                 --------------------     ---------------------
Cash flows from financing activities:
     Proceeds from sale of preferred stock                                   266,000                        -
     Proceeds from sale of common stock                                    1,900,000                        -
     Payment on subscription receivable                                            -                  133,690
     Proceeds from notes payable                                                   -                   96,000
                                                                 --------------------     --------------------

         Net cash provided by financing activities                         2,166,000                  229,690
                                                                 --------------------     --------------------

         Net increase (decrease) in cash                                     472,120                    4,907

Cash, beginning of period                                                     44,123                   16,411
                                                                 --------------------     --------------------

Cash, end of period                                              $           516,243      $            21,318
                                                                 --------------------     --------------------
</TABLE>




         The accompanying notes are an integral part of these unaudited
                  condensed consolidated financial statements.


                                       5

<PAGE>



                          VOLU-SOL, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)      PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The  accompanying  unaudited  condensed  consolidated  financial  statements  of
Volu-Sol,  Inc. and Volu-Sol Reagents  Corporation,  its wholly owned subsidiary
(collectively,  the  "Company"),  have been prepared  consistent  with generally
accepted accounting  principles for interim financial  information in accordance
with  the   instructions  to  Form  10-QSB  and  Item  310  of  Regulation  S-B.
Accordingly,  such  unaudited  financial  statements  do not  include all of the
information and footnotes required by generally accepted  accounting  principles
for  complete  financial   statements.   In  the  opinion  of  management,   all
adjustments,  consisting  only of normal  recurring  adjustments,  necessary  to
present fairly the financial  position,  results of operations and cash flows of
the Company for the interim  periods  presented,  have been included.  Operating
results  for the three and nine months  ended June 30, 2000 are not  necessarily
indicative of the results that may be expected for the year ending September 30,
2000.  The  Company  suggests  that  these  condensed   consolidated   financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto  included in the Company's Form 10-KSB for the year ended  September 30,
1999.

(2)      RELATED-PARTY TRANSACTIONS

From March 5, 1997 through  December 31, 1999,  the Company  borrowed money from
Biomune Systems,  Inc. its former parent ("Biomune") totaling $486,500. At March
31, 1999, the amount owed Biomune was $400,961, payable pursuant to a promissory
note  bearing  interest  at an annual  rate of ten  percent  and due on  demand.
Biomune  sold the note  during the three  months  ended  March 31,  1999 and the
Company paid the note in full by issuing  2,011 shares of its Series A Preferred
Stock at the request of the new noteholder.

(3)      INVENTORIES

Inventories  are  stated at the lower of cost  (first-in,  first-out  method) or
market value. Inventories consist of the following as of June 30, 2000:

Raw materials, packaging and supplies                  $  31,918
Instruments, biological stains and reagents               18,854
                                                       ---------
                                                       $  50,772
                                                       =========

(4)      SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

During the nine months ended June 30, 2000 and 1999, the Company  accrued Series
A Preferred Stock dividends payable of $192,778 and $110,220, respectively.

During  the nine  months  ended June 30,  2000,  increased  preferred  stock and
decreased additional paid-in-capital for $169,695 due to accretion.

During the nine months ended June 30, 1999,  reduced  notes  payable by $276,149
and the  associated  accrued  interest  of $30,051 in  partial  satisfaction  of
subscription receivable.

During the nine months ended June 30, 1999, the Company reduced notes payable by
$276,149 and the associated accrued interest of $30, 051 in partial satisfaction
of a subscription receivable.

Actual amounts paid for interest and income taxes are as follows:

                                              For the Nine Months
                                                 Ended June 30,
                                             2000             1999
                                             ---------------------

Interest                                     $       -  $        -
                                             ---------------------
Income taxes                                 $       -  $        -


(5)      SERIES A PREFERRED STOCK

During the nine months  ended June 30,  2000,  the  Company  sold 1330 shares of
Series A Preferred Stock for proceeds of $266,000 net of $30,000 offering costs.
The Company also issued 2,011 shares of Series A Preferred Stock in satisfaction
of the note  payable to Biomune  (see Note 2). The Series A  Preferred  Stock is
convertible  into Common Stock.  The "conversion  price," which is the basis for
such  conversion,  is the lesser of (i) 80 % of the average closing bid price of
the Company's Common Stock for the three trading days immediately  preceding the
date of conversion or (ii) $6.25 per share.

(6)      COMMON STOCK

     During the nine months  ended June 30,  2000,  the Company  issued  400,000
restricted shares of Common Stock to Battelle Memorial Institute for services of
$400,000 in connection with the development of the Company's technology.  During



                                       6

<PAGE>

the quarter  ended  June  30,  2000,  the  Company  issued  25,000  shares  of
restricted Common Stock to a consultant for services provided to the Company.

(7)      NET LOSS PER COMMON SHARE

Basic net loss per common share ("Basic EPS") excludes  dilution and is computed
by dividing net loss by the weighted average number of common shares outstanding
during the period.  Diluted net loss per common share  ("Diluted  EPS") reflects
the potential  dilution that could occur if stock options or other  contracts to
issue Common  Stock  including  convertible  Preferred  Stock were  exercised or
converted  into Common  Stock.  The  computation  of Diluted EPS does not assume
exercise or conversion of securities that would have an anti-dilutive  effect on
net loss per common  share.  Because  the  Company  has  incurred a loss for the
periods  presented,  no exercises or  conversions  have been  considered as they
would be  anti-dilutive,  thereby  decreasing the net loss  applicable to common
shares.

During the nine months  ended June 30, 2000 the Company  issued  1,718 shares of
Common Stock, as part of the original divestiture,  in the nature of a dividend.
Also,  the Company sold  1,900,000  shares of Common Stock for $1,700,000 net of
$200,000 offering costs.

At June 30, 2000, there were outstanding options to purchase 1,439,220 shares of
Common Stock and there were 15,133 shares of Series A Preferred Stock (excluding
approximately 1,000 shares issuable in payment of accrued dividends).  Depending
upon the fair market value of the Company's Common Stock and the  interpretation
of the  conversion  feature  in the  rights  and  preferences  of the  Series  A
Preferred  Stock,  these shares could  be  converted  up to 6,000,000  shares of
Common Stock. The outstanding  Series A Preferred Stock and the shares of Common
Stock issuable upon  conversion of the Series A Preferred Stock are not included
in the  computation of Diluted EPS because they would be  anti-dilutive.  Of the
outstanding  options,  1,350,000 were granted to Battelle Memorial  Institute in
connection with the  development of the Company's new technology.  These options
are  exercisable at prices ranging from $3.00 to $7.00 per share.  The remaining
options  outstanding at June 30, 2000 are related to options to purchase Biomune
Common Stock  outstanding  at the time of the  divestiture.  The holders of such
Biomune  options were also granted  options to purchase  Volu-Sol,  Inc.  Common
Stock.

(8)      OTHER INFORMATION

On April 11,  2000 the board of  directors  of the  Company  announced a reverse
split of its Common Stock issued and outstanding,  to become effective April 28,
2000.  The action  reduces  the number of issued and  outstanding  shares of the
Company  Common  Stock at a ratio of 1 for 5. Prior to the  reverse  split,  the
Company had a total of 2,712,502 shares of Common Stock issued and outstanding.
After giving effect to the reverse split,  there are 2,869,219  shares of Common
Stock issued and  outstanding.  All share data in this report have been adjusted
to reflect this reverse split.

The reverse split as adopted by the Company's board of directors did not require
a change in the par value of the Company's Common Stock. Therefore,  both before
and after the reverse  split,  the par value of the  Company's  Common  Stock is
$.0001 per share.  In  addition,  the Board of  Directors  has not  authorized a
change in the authorized  number of shares of Common Stock or any other class of
securities of the Company.  Therefore,  both before and after the reverse split,
the  authorized  number  of shares of Common  Stock  continue  to be  50,000,000
shares.

Outstanding  options,  warrants and preferred stock  convertible to Common Stock
will be  adjusted  according  to the terms of the  instruments  evidencing  such
rights  and  shares,  reducing  the  number of shares  that may be  acquired  by


                                       7

<PAGE>

exercise  or  conversion,  as the  case may be,  by the  same 1 for 5 ratio  and
increasing  the  exercise  price in the case of the options and  warrants,  by 5
times the  current  price.  No other  rights or  interests  are  affected by the
change.

The  board of  directors  determined  that  the  reverse  split  was in the best
interest of the Company to enable the Company to attract more investment capital
and to prepare the Company for the trading of its Common Stock.

(9)      RELATED PARTY INFORMATION

On April 17, 2000, the Company entered into a Technical  Services  Agreement for
research and development with Battelle Memorial Institute.  This agreement forms
the basis for the parties'  cooperation in the further  research and development
of a remote access diagnostic system for medical  professionals and consumers to
further the  Company's  business  plan.  Under the terms of the  agreement,  the
Company will compensate Battelle for its services in furthering the research and
development  of the project by payment of $800,000 in the form of $400,000  cash
and 400,000  restricted shares of Common Stock of the Company.  The Company also
granted  options to  Battelle to purchase  1,350,000  shares of Common  Stock at
prices ranging from $3.00 to $7.00 per share.

During the nine months ended June 30, 2000, the Company paid shareholders and an
officer of the Company $477,000 for consulting services.

ITEM 2.  Management's Discussion and Analysis or Plan of Operation

         Until  October 1, 1997,  the Company  operated as a division and then a
wholly owned subsidiary of Biomune.  Effective October 1, 1997, Biomune divested
itself of the  Company  by  distributing  Volu-Sol  Common  Stock to  holders of
Biomune Common Stock as of March 5, 1997. Since October 1, 1997, the Company has
operated as a separate entity.  The following  discussion and analysis should be
read  in  conjunction  with  the  Company's  unaudited  condensed   consolidated
financial  statements and the notes thereto contained  elsewhere in this report.
The  discussion  of these  results  should  not be  construed  to imply that any
condition or  circumstance  discussed  herein will  necessarily  continue in the
future.

Plan of Operations

         The Company has recently adopted a revised business plan. The principal
objective of this new business plan is the  development of a medical  diagnostic
device and  related  services  to  facilitate  a more  effective  patient-doctor
relationship,  improve health care by increasing the amount and type of relevant
patient  information  readily available to qualified  medical  professionals and
facilitating access to diagnostic information at remote and alternate sites. The
Company has entered into a strategic  alliance with Battelle Memorial  Institute
to research and develop a "Rapid Access Diagnostic System" or "RADx System" that
is  expected  to provide  faster and higher  quality  health  care  delivery  in
alternative sites, including the home.

         Battelle is currently engaged in the design and engineering of the RADx
System for the  Company and expects to have a working  prototype  completed  for
testing by the end of the current  fiscal  year.  Battelle  has a staff of 7,500
scientists,   engineers,  and  support  specialists.   It  pursues  hundreds  of
technology  projects for nearly 2,000  companies and government  agencies,  with
business volume of approximately $1 billion annually.

         The RADx System will  simulate a physician  house call by allowing  the
attending medical professional to access patient vital signs and diagnostic data
and obtain and make a diagnosis  based on remotely  recorded  data or to request
additional testing or follow on attention at a hospital or treatment center. The
RADx System uses the Internet to connect  patients and healthcare  professionals


                                       8

<PAGE>

in a way that was previously impossible. This technology will provide physicians
and  healthcare  professionals  with reliable  diagnostic  data and link them to
their patients outside the office.

         This new plan  represents  a  departure  from  the  business  currently
conducted by the Company.  Our business  strategy  currently  being reviewed and
developed  by the board of  directors  is to focus our primary  attention on the
RADx System and related  technology.  The  Company  expects it will  continue to
operate  its reagent  business  through its wholly  owned  subsidiary,  Volu-Sol
Reagents.

Results of Operations

Comparison  of the Three  Months  Ended June 30, 2000 to Three Months Ended June
30, 1999.

         During the three  months ended June 30, 2000,  the  Company's  revenues
totaled $119,724  compared to $134,954 for the three months ended June 30, 1999.
This  decrease  in  revenues  resulted  primarily  from a  decrease  in sales of
reagents.

         Cost of  revenues  for the three  months  ended June 30,  2000  totaled
$44,944  compared  to $66,926  for the three  months  ended June 30,  1999.  The
overall  gross  margin  for the  three  months  ended  2000 was 62% of  revenues
compared to 50% of revenues for the  comparable  three months ended in 1999. The
increased  gross  margin on sales of stains  and  reagents  is  attributable  to
shipping  charges  that  are  now  being  paid by  customers  as well as a price
increase. The increased gross margin results from a continued effort to create a
leaner production team and better inventory management.

         Selling,  general and administrative  expenses totaled $465,504 for the
three  months  ended June 30,  2000,  compared to $137,484  for the three months
ended  June 30,  1999,  an  overall  increase  of  $328,020.  This  increase  is
attributable to the costs  associated with researching and  commercializing  the
Company's RADX technology,  upgrading the Company's fire suppression system, and
the issuance of restricted common stock to a consultant.

         Research and  development  costs  increased for  the three months ended
June 30, 2000 from $0 for the same period in 1999 to  $1,053,670.  This increase
is related to expense recognition of options and common stock issued to Battelle
Memorial Institute for research and development of new technology.

         Interest expense decreased from $10,146 for the three months ended June
30, 1999 to $0 for the three months ended June 30, 2000.

         The  Company  incurred  a net  loss  applicable to  common  shares  of
$1,510,287  for the three  months  ended June 30,  2000  compared  to a net loss
applicable  to common  shares of $114,066  for the three  months  ended June 30,
1999.

Comparison of the Nine Months Ended June 30, 2000 to Nine Months Ended June 30,
1999

         During  the nine  months  ended  June 30,  2000 the  Company  generated
revenues  totaling  $376,458 compared to $385,686 for the nine months ended June
30, 1999. This decrease in revenues is mainly attributable to decreased sales of
Volu-Sol stains.

         Cost of  revenues  for the nine  months  ended  June 30,  2000  totaled
$210,088  compared to  $239,035  for the nine months  ended June 30,  1999.  The
overall gross margin for the nine months ended June 30, 2000 was 44% of revenues
compared to 38% of revenues for the comparable  nine months ended in 1999.  This
is attributable to a more efficient production team and an increase in prices.

         Selling, general and administrative expenses totaled $1,714,805 for the
nine months ended June 30, 2000,  compared to $648,173 for the nine months ended
June 30, 1999, an overall  increase of  $1,066,632.  Research and development



                                       9

<PAGE>

costs totaled $1,053,670 for the nine months ended June 30, 2000, compared to $0
for the nine months  ended June 30, 1999.  This  increase is due to the research
and commercialization of the Company's RADX technology,  upgrading the Company's
fire  suppression  system,  and the  issuance of  restricted  common  stock to a
consultant.

         The  Company  incurred  a net  loss  applicable  to  common  shares  of
$2,783,124  for the nine  months  ended  June 30,  2000  compared  to a net loss
applicable to common shares of $630,466 for the nine months ended June 30, 1999.
This  increase in net loss is  primarily  due to  increase  in selling,  general
administrative   expenses  as  well  as  the  Company's  research  or  the  RADX
technology.

Liquidity and Capital Resources

         The Company  currently is unable to finance its operations  solely from
its cash flows from operating activities. From October 1, 1993 through March 31,
1999,  Biomune financed the Company's  operations  through a series of loans and
other capital contributions.  The Company also sold shares of Series A Preferred
Stock and Common Stock to provide additional working capital.

         The Company  believes that cash generated by operations,  together with
the proceeds from additional  sales of its securities will be sufficient to meet
its capital requirements for a minimum of twelve months.

         As of June 30,  2000,  the Company had cash of  $516,243  and  positive
working  capital of $560,667  compared to cash of $21,318 and  positive  working
capital of $92,974 as of September  1999.  This  increase in available  cash and
working  capital is  primarily  the result of the sale of Common Stock for gross
proceeds of $1,900,000 during the quarter ended June 30, 2000.

         During the nine months ended June 30,  2000,  the  Company's  operating
activities  used cash of  $1,493,880,  much of which was provided by the sale of
Common  Stock.  During  the nine  months  ended  June 30,  1999,  the  Company's
operating activities used cash in the amount of $224,783,  which was provided by
the sale of Series A Preferred  Stock.  During the nine-month  period ended June
30, 1999,  the Company  repaid the note to the new  shareholder by issuing 2,011
shares  of Series A  Preferred  Stock to the new  noteholder.  The Note has been
cancelled and the Company has no further obligations thereunder.

         The  Company  has  no  credit  facility  with  any  commercial  lending
institution. In the past, the Company borrowed and received capital from time to
time from  affiliates  and  former  affiliates,  but the  Company  has no formal
financing  arrangement,  agreement  or  understanding  with Biomune or any other
party to provide debt financing in the future.

         The  unaudited  condensed  consolidated  financial  statements  of  the
Company have been prepared on the assumption that the Company will continue as a
going concern.  The Company's product line is limited and the Company has relied
upon borrowings and financing from the sale of its equity  securities to sustain
operations.  Additional financing will be required if the Company is to continue
as a going concern.  If such additional funding cannot be obtained,  the Company
may be  required  to scale  back or  discontinue  its  operations.  Even if such
additional financing is available to the Company, there can be no assurance that
it will be on terms favorable to the Company.  In any event, such financing will
result in immediate and possible substantial dilution to existing shareholders.

Forward-looking Statements and Certain Risk Factors

         Statements  which are not historical facts contained in this report are
forward-looking  statements.  Section  27A of the  Securities  Act of  1933,  as
amended,  provides a safe  harbor for  forward-looking  statements.  In order to

                                       10

<PAGE>

comply with the terms of the safe harbor, the Company cautions that a variety of
factors  could cause the  Company's  actual  results to differ  materially  from
anticipated  results  or  other  expectations  expressed  in  this  report.  The
forward-looking   statements  contained  in  this  Management's  Discussion  and
Analysis  or  Plan  of  Operation  also   contemplate  a  number  of  risks  and
uncertainties  that could  cause  actual  results to differ  from  projected  or
anticipated  results.  The risk factors discussed in Part I, Item 1 ("Business")
and in the "Management's  Discussion and Analysis or Plan of Operation" (Item 6)
of the  Company's  Annual  Report  on Form  10-KSB  for the  fiscal  year  ended
September 30, 1999 may also affect actual operating results.

                           PART II - OTHER INFORMATION

ITEM 3.  Changes in Securities

Unregistered  Sales of equity  securities  during  the  quarter  (other  than in
reliance on Regulation S).

         The  following  information  sets  forth  certain  information  for all
securities of the Company sold during the quarter  ended June 30, 2000,  without
registration under the Securities Act of 1933 (the "Securities Act"). During the
quarter ended June 30, 2000,  the Company  issued 425,000 shares of common stock
for  services.  The  offer  and  sale  of  these  securities  were  exempt  from
registration  under  the  federal  securities  and  state  "blue  sky"  laws and
regulations  pursuant to  exemptions  promulgated  under those laws  relating to
offers and sales made to  accredited  investors.  These  shares were  restricted
shares and their sale or transfer by these investors are subject to restrictions
under applicable  federal and state securities laws,  including the registration
requirements of those laws.

ITEM 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits Required by Item 601 of Regulation S-B

         Exhibit No                 Description

         27                         Financial Data Schedule


                                       11

<PAGE>


                                   SIGNATURES

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

                                 VOLU-SOL, INC.

Date: August 21, 2000                    By:  /s/ Wilford W. Kirton, III
                                             -----------------------------------
                                             Wilford W. Kirton, III,
                                             Chief Executive Officer

Date: August 21, 2000                    By:  /s/ Michael G. Acton
                                             -----------------------------------
                                             Michael G. Acton,
                                             Acting Principal Accounting Officer