<PAGE>

                     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 MARCH 31, 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 executiv 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 May 10, 2000, the registrant had issued and outstanding  2,444,219  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]




<PAGE>



                                     Page 3


                                TABLE OF CONTENTS






                                                                        Page No.

PART I.  FINANCIAL INFORMATION

1.        Financial Statements

         Unaudited Condensed Consolidated Balance Sheet as of March 31, 2000...3

         Unaudited Condensed Consolidated Statements of Operations
         for the Three Months and Six Months Ended March 31, 2000 and  1999....4

         Unaudited Condensed Consolidated Statements of Cash Flows
         for the Six Months Ended  March 31, 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













                                     Page 2
<PAGE>

ITEM 1 - Financial Statements

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


<TABLE>
<CAPTION>
                                                                                        March 31,
                                                                                           2000
                                                                                   ---------------------

               Assets

<S>                                                                                <C>
Current assets:
     Cash and cash equivalents                                                     $          1,123,846
     Accounts receivable, less allowance for doubtful accounts of $2,188                         84,744
     Inventories                                                                                 49,446
                                                                                   ---------------------

        Total current assets                                                                  1,258,036

Property and equipment, net                                                                      67,489
Other assets                                                                                      4,122
                                                                                   ---------------------

        Total assets                                                               $          1,329,647
                                                                                   ---------------------

               Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable                                                              $             13,716
     Accrued liabilities                                                                         26,177
     Preferred stock dividends payable                                                          182,645
                                                                                   ---------------------

        Total current liabilities                                                               222,538
                                                                                   ---------------------

Commitments and contingencies

Stockholders' equity:
     Preferred stock, $.0001 par value; 10,000,000 shares authorized:
        15,133 shares outstanding (aggregate liquidation preference $4,268,296)               3,577,916
     Common Stock, par value $.0001; 50,000,000 shares authorized,
        2,444,219 shares issued and outstanding                                                   1,222
     Additional paid-in capital                                                               3,231,581
     Preferred stock subscriptions receivable                                                  (338,300)
     Accumulated deficit                                                                     (5,365,310)
                                                                                   ---------------------

        Total stockholders' equity                                                            1,107,109
                                                                                   ---------------------

        Total liabilities and stockholders' equity                                 $          1,329,647
                                                                                   ---------------------
</TABLE>




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


                                     Page 3

<PAGE>

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


<TABLE>
<CAPTION>
                                                      For the Three Months                       For the Six Months
                                                         Ended March 31,                          Ended March 31,
                                                     2000               1999                  2000                1999
                                                ---------------    ---------------       ---------------     ---------------

<S>                                             <C>                <C>                   <C>                 <C>
Sales                                           $      141,384     $      116,813        $      256,734      $      250,732
Cost of goods sold                                      92,093             78,143               165,144             171,244
                                                ---------------    ---------------       ---------------     ---------------

         Gross Margin                                   49,291             38,670                91,590              79,488
Selling, general and administrative expenses         1,068,682            230,627             1,249,301             508,625
                                                ---------------    ---------------       ---------------     ---------------

         Loss from operations                       (1,019,391)          (191,957)           (1,157,711)           (429,137)

Other income (expense):
     Interest income                                     1,961                 43                 1,961                 128
     Interest expense                                                      (9,924)                                  (17,632)
                                                ---------------    ---------------       ---------------     ---------------

Net loss before provision for income taxes          (1,017,430)          (201,838)           (1,155,750)           (446,641)

Provision for income taxes                                   -                200                     -                 200
                                                ---------------    ---------------       ---------------     ---------------

         Net loss                               $   (1,017,430)    $     (202,038)       $   (1,155,750)     $     (446,841)
                                                ---------------    ---------------       ---------------     ---------------

Dividends on Series A preferred stock                  (76,987)           (36,464)             (117,087)            (65,777)
                                                ---------------    ---------------       ---------------     ---------------

Net loss applicable to common stock             $   (1,094,417)    $     (238,502)       $   (1,272,837)     $     (512,618)
                                                ---------------    ---------------       ---------------     ---------------

Net loss per common share - basic and diluted            (0.93)             (0.44)                (1.48)              (0.95)
                                                ---------------    ---------------       ---------------     ---------------

Weighted average common shares outstanding           1,177,545            538,609               859,454             538,609
</TABLE>




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

                                     Page 4

<PAGE>


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


<TABLE>
<CAPTION>
                                                                      For the Six Months
                                                                         Ended March 31,
                                                                2000                     1999
                                                         ---------------------------------------------

<S>                                                      <C>                      <C>
Cash flows from operating activities:
     Net loss                                            $        (1,272,837)     $          (446,641)
     Adjustments to reconcile net loss to
         net cash used in operating activities:
             Depreciation                                             38,895                   39,951
             Preferred stock issued for services                     220,000                  265,000
             (Increase) decrease in:
                 Accounts receivable                                  (9,047)                  (7,222)
                 Inventories                                           6,774                   (1,119)
                 Other assets                                            100                   13,367
             Increase (decrease) in:
                 Accounts payable                                    (20,650)                 (27,537)
                 Accrued liabilities                                  (2,157)                 (18,014)
                                                         --------------------     --------------------

         Net cash used in operating activities:          $        (1,038,922)     $          (182,215)
                                                         --------------------     --------------------

Cash flows from investing activities:                                      -                        -

Cash flows from financing activities:
     Proceeds from sale of preferred stock                           236,000                   89,500
     Proceeds from sale of common stock                            1,700,000                        -
     Proceeds from notes payable                                           -                   96,000
                                                         --------------------     --------------------

         Net cash provided by financing activities                 1,936,000                  185,500
                                                         --------------------     --------------------

         Net increase (decrease) in cash                           1,079,723                    3,086

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

Cash, end of period                                      $         1,123,846      $            19,497
                                                         --------------------     --------------------
</TABLE>




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

                                     Page 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 six months  ended  March 31, 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 March 31, 2000:


<TABLE>
<CAPTION>
<S>                                                    <C>
Raw materials, packaging and supplies                  $    29,777
Instruments, biological stains and reagents                 19,669
                                                       -----------
                                                       $    49,446
                                                       ===========
</TABLE>

(4)      SERIES A PREFERRED STOCK

In September  1998, the Company  entered into a  subscription  agreement for the
purchase of  $1,200,000 of its Series A Preferred  Stock.  As of March 31, 2000,
$338,300 of such  subscription  remained  unpaid and a total of 1,692  shares of
Series A Preferred  Stock remain  unsold.  During the six months ended March 31,
2000,  the Company  sold 133 shares of Series A Preferred  Stock for proceeds of
$236,000 net of $30,000  offering  costs.  During the six months ended March 31,
2000,  the Company  issued a total of 820 shares of Series A Preferred  Stock as
fees for consulting  services  provided to the Company.  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


                                     Page 6
<PAGE>

(5)      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 six months  ended March 31, 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 March 31, 2000, there were  outstanding  options to purchase 89,220 shares of
Common  Stock  and  there  were  15,133  shares  of  Series  A  Preferred  Stock
convertible  into a minimum of 718,395 shares of Common Stock,  neither of which
are  included  in  the   computation  of  Diluted  EPS  because  they  would  be
anti-dilutive.  The options all  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.

(6)      SUBSEQUENT EVENTS

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 12,221,092 shares of Common Stock issued and outstanding.
After giving effect to the reverse split,  there are 2,444,219  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
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.

                                     Page 7
<PAGE>

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 shares of common stock of the Company.

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
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.  We will  continue to operate our reagent
business.


                                     Page 8
<PAGE>

Results of Operations

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999.

         During the three months ended March 31, 2000,  the  Company's  revenues
totaled $141,384 compared to $116,813 for the three months ended March 31, 1999.
This  increase  in  revenues  resulted  primarily  from the  increased  sales of
reagents.

         Cost of revenues  for the three  months  ended  March 31, 2000  totaled
$92,093  compared to  $78,143for  the three  months  ended March 31,  1999.  The
overall  gross  margin  for the  three  months  ended  2000 was 35% of  revenues
compared to 33% of revenues for the  comparable  three months ended in 1999. 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 $947,195 for the
three  months  ended March 31,  2000,  compared to $230,627 for the three months
ended  March 31,  1999,  an overall  increase  of  $716,568.  This  increase  is
primarily  attributable to consulting expenses paid by the issuance of shares of
the Company's Preferred Stock.

         Interest expense decreased from $9,924 for the three months ended March
31,  1999 to $0 for the three  months  ended  March 31,  2000.  The  decrease in
interest  expense  resulted  from the payoff of  borrowings  from  Biomune,  the
Company's former parent.

         The Company incurred a net loss applicable to common shares of $972,027
for the three months ended March 31, 2000  compared to a net loss  applicable to
common  shares of  $238,502  for the three  months  ended March 31,  1999.  This
increase is due  primarily to  consulting  expenses paid during the quarter with
shares of preferred stock.

         It is anticipated that the net losses  applicable to common shares will
increase in the future due to the accrual of  dividends  payable on the Series A
Preferred  Stock.  In September  1998,  the Company  entered into a subscription
agreement  with an investor  for the  purchase of  $1,200,000  of the  Company's
Series A Preferred  Stock.  As of March 31,  2000,  the  Company  had  remaining
subscriptions  receivable totaling $338,300 under that agreement.  If only those
subscriptions are collected and no further sales of Series A Preferred Stock are
made, the net loss  applicable to common shares would increase by  approximately
$84,575 for the one-time charge related to the beneficial conversion feature and
by approximately $33,830 per year for recurring dividends at 10%.

Six Months Ended March 31, 2000 Compared to Six Months Ended March 31,1999

         During  the six  months  ended  March 31,  2000 the  Company  generated
revenues  totaling  $256,734 compared to $250,732 for the six months ended March
31, 1999. This increase in revenues is mainly attributable to increased sales of
reagents.

         Cost of  revenues  for the six  months  ended  March 31,  2000  totaled
$165,144  compared to $171,244  for the six months  ended  March 31,  1999.  The
overall gross margin for the six months ended March 31, 2000 was 36% of revenues
compared to 32% of revenues for the comparable six months ended in 1999. This is
attributable to a more efficient production team.


                                     Page 9
<PAGE>

         Selling, general and administrative expenses totaled $1,127,814 for the
six months ended March 31,  2000,  compared to $508,625 for the six months ended
March 31, 1999, an overall increase of $619,189. This increase is due to payment
of Board of Directors fees, and increased  consulting  expenses  incurred by the
Company and paid in shares of preferred stock.

         Interest expense  decreased from $17,632 for the six months ended March
31, 1999 to $0 for the six months ended March 31, 2000. The decrease in interest
expense is due to the payoff of  borrowings  to Biomune,  the  Company's  former
parent.

         The  Company  incurred  a net  loss  applicable  to  common  shares  of
$1,150,447  ($0.47 per share),  for the six months ended March 31, 2000 compared
to a net loss  applicable  to common shares of $512,618 for the six months ended
March 31,  1999.  This  increase in net loss is primarily  due to dividends  and
consulting   expenses  as  well  as  an  increase  in  selling,   general,   and
administrative expenses.

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 December
31, 1999,  Biomune financed the Company's  operations  through a series of loans
and other capital  contributions  totaling  approximately  $2,900,000,  of which
approximately  $486,500  was in the form of  loans.  The  Company  has 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 March 31, 2000,  the Company had cash of $1,123,846  and positive
working capital of $1,036,401  compared to cash of $19,497 and negative  working
capital of $81,371 as of March 31, 1999.  This increase in cash is the result of
the sale of common stock during the quarter ended March 31, 2000.

         During the six months ended March 31,  2000,  the  Company's  operating
activities  used cash of  $856,277,  much of which was  provided  by the sale of
Series A Preferred Stock and Common Stock. During the six months ended March 31,
1999, the Company's  operating  activities  used cash in the amount of $182,215,
which was provided by the sale of Series A Preferred Stock.

         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  Biomune,  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.


                                    Page 10
<PAGE>

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
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, 1998 may also affect actual operating results.


                           PART II - OTHER INFORMATION

ITEM 4.  Changes in Securities

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

         During the quarter  ended March 31, 2000,  the Company  sold  1,900,000
shares of common stock for  $1,900,000.  The offer and sale of these  securities
was  accomplished  without  registration  under the  Securities  Act of 1933, or
amended,  in reliance upon  exemptions  from  registration  for  offerings  made
pursuant to Regulation D and under Section 4(2) of the Securities Act.

         The offer and sale were not made by any means of general  solicitation,
the   securities   were  acquired  by  the  investors   without  a  view  toward
distribution,  and all  purchasers  represented  to the  Company  that they were
accredited or sophisticated and experienced in such transactions and investments
and able to bear the economic risk of their  investment.  A legend was placed on
the certificates and instruments representing these securities stating that they
have  not been  registered  under  the  Securities  Act and  setting  forth  the
restrictions  on their  transfer  and  sale.  Investors  also  signed a  written
agreement that the  securities  would be sold only upon  registration  under the
Securities Act or pursuant to an applicable exemption from registration.


ITEM 5.  Other Information

         Following  the end of the  quarter  ended  March 31,  2000,  two of the
directors of the Company,  Nicholas Smith and Chris Mathews,  resigned to pursue
other  interests.  The Board of Directors will nominate  replacements  for these
directors at the next annual meeting of the shareholders.


ITEM 6.  Exhibits and Reports on Form 8-K

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

         Exhibit No.                Description

         10.05                      Technical Services Agreement
         27                         Financial Data Schedule


                                    Page 11
<PAGE>



                                   SIGNATURES

         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                 VOLU-SOL, INC.





Date: May 13, 2000                                   By: /s/ W. W. Kirton, III
                                                        ------------------------
                                                     Wilford W. Kirton, III,
                                                     Chief Executive Officer





Date: May 13, 2000                                   By: /s/ Michael G. Acton
                                                        ------------------------
                                                     Michael G. Acton,
                                                     Acting Principal Accounting
                                                     Officer




                                    Page 12