FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         For Quarter Ended June 30, 2000

                                       OR

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

                        For the transition period from to

                        Commission file number: 000-29329

                           BIOFILTRATION SYSTEMS, INC.
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)

                Florida                                65-0382549
                -------                                ----------
     State or other jurisdiction of                 I.R.S. Employer
    incorporation or organization                   Identification No.

     2341  Porter  Lake  Drive,  Suite  109,  Sarasota,  Florida  34240
     ------------------------------------------------------------------
            (Address  of  Principal  Executive  Office)  (Zip  Code)

                                (941) 343-9300
                                --------------
             (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  (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
              ---      ---

The  number  of  shares  of  registrant's  Common  Stock,  $.00001  par  value,
outstanding  as  of  June  30,  2000  was  512,890,716  shares.


<PAGE>
                         BIOFILTRATION  SYSTEMS,  INC.

                                        INDEX

                                                                         Page
PART I  -  FINANCIAL INFORMATION:

     Item 1.  Financial Statements

          Certified Public Accountant's Review Report                     1

          Consolidated Balance Sheet - June 30, 2000                      2

          Consolidated Statements of Operations For the
          Six Months and Three Months Ended June 30, 2000 and 1999        4

          Consolidated Statements of Cash Flows - For the
          Six Months Ended June 30, 2000 and 1999                         6

          Notes to Consolidated Financial Statements                      8

    Item 2.  Management's Discussion and Analysis                        13

PART II  -  OTHER INFORMATION

    Item 1.  Legal Proceedings                                           19

    Item 2.  Changes in Securities                                       19

    Item 3.  Defaults Upon Senior Securities                             19

    Item 4.  Submissions of Matters to a Vote of Security Holders        19

    Item 5.  Other Information                                           19

    Item 6.  Exhibits and Reports on Form 8-K                            19

SIGNATURES                                                               20


<PAGE>
                            BIOFILTRATION  SYSTEMS, INC.

                                              CONSOLIDATED  FINANCIAL STATEMENTS

                                                        JUNE  30, 2000

[GRAPHIC  OMITED]

To  the  Board  of  Directors
Biofiltration  Systems,  Inc.
Sarasota,  Florida

                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------

We  have  reviewed  the accompanying consolidated balance sheet of Biofiltration
Systems,  Inc.  as  of June 30, 2000, and the related consolidated statements of
operations  and  cash  flows  for  the  three and six months ended June 30,2000.
These  financial  statements are the representation of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A  review  of  interim financial
information  consists principally of applying analytical procedures to financial
data  and  making  inquiries of persons responsible for financial and accounting
matters.  It  is  substantially  less  in scope than an audit in accordance with
generally  accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
we  do  not  express  such  an  opinion.

Based  on  information  furnished  to  us  by  management,  we  believe  certain
disclosures  required  under  generally accepted accounting principles have been
omitted as permitted under Rule 10-01(a) of Regulation S-X of the Securities and
Exchange  Commission  for  financial  statements  filed with form 10-QSB.  These
regulations  presume  the  users  of  interim financial statements have read the
latest  Form 10-KSB which include all disclosures required by generally accepted
accounting  principles.  The  accompanying interim financial statements disclose
only  material  transactions,  uncertainties,  commitments,  contingencies  or
subsequent  events.

The  Company  has  omitted  the  statement  of  stockholders' equity, which is a
required  statement  under  generally  accepted  accounting  principles.  This
statement  is  not  required  under  Rule  10-01(a)  of  Regulation  S-X  of the
Securities  and  Exchange  Commission.

Based  on  our  review,  with  the  exceptions  of  the matters described in the
preceding paragraphs, we are not aware of any material modifications that should
be  made  to  the  accompanying  financial statements in order for them to be in
conformity  with  generally  accepted  accounting  principles.

The  accompanying  statement  of  operations  and  cash  flows  of Biofiltration
Systems,  Inc. for the three months and six months ended June 30, 1999, were not
audited  or  reviewed  by  us  and, accordingly, we do not express an opinion on
them.

/s/  Semago  &  Company,  P.A.
------------------------------
CERTIFIED  PUBLIC  ACCOUNTANTS
Tampa,  Florida
August  10,  2000

                            Semago & Company, P.A.
              102 W. Whiting Street Suite 600 Tampa, Florida 33602


<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                           ---------------------------
                        CONSOLIDATED FINANCIAL STATEMENTS
                        ---------------------------------
                                 JUNE  30,  2000
                                 ---------------

                                     ASSETS
                                     ------
CURRENT  ASSETS

     Cash                              $   860,099
     Accounts receivable                   107,022
     Inventory                              59,704
     Purchased customer accounts, net      112,400
                                       ------------
         TOTAL CURRENT ASSETS            1,139,225
                                       ------------
FIXED ASSETS

     Computer equipment                    183,821
     Other                                  28,440
                                       ------------
                                           212,261
     Accumulated depreciation           (   12,958)
                                       ------------
                                           199,303
                                       ------------
OTHER ASSETS

     Patent, net                            40,163
     Prepaid sales commissions             575,910
     Goodwill, net                         378,957
     Other                                   3,878
                                       ------------
                                           998,908
                                       ------------
                                       $ 2,337,436
                                       ============

             The  accompanying  notes  to consolidated  financial
      statements  are  an  integral part of this financial  statement.


                               -2-
<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                           ---------------------------
                        CONSOLIDATED FINANCIAL STATEMENTS
                        ---------------------------------
                                 JUNE  30,  2000
                                 ---------------

LIABILITIES  AND  STOCKHOLDERS'  EQUITY
---------------------------------------


CURRENT  LIABILITIES


     Current portion of related party
          notes payable                        $     34,973
     Accounts payable and accrued expenses          152,097
     Provision for loss on disposal of
          business segments                         149,040
                                               -------------

               TOTAL CURRENT LIABILITIES            336,110
                                               -------------

OTHER LIABILITIES

     Stockholder notes payable                      348,900
     Related party notes payable, less
          current portion                            61,073
                                               -------------

                                                    409,973
                                               -------------

COMMITMENTS AND CONTINGENCIES                             -
                                               -------------

STOCKHOLDERS' EQUITY

     Common stock $.00001 par value,
          800,000,000 shares authorized,
          512,890,716 shares issued and
          outstanding                                 5,129
     Additional paid-in capital                   4,559,021
     Accumulated deficit                         (2,837,797)
                                               -------------

                                                  1,726,353

     Less treasury stock                         (  135,000)
                                               -------------

                                                  1,591,353
                                               -------------

                                               $  2,337,436
                                               =============

       The  accompanying  notes to consolidated financial
    statements  are  an  integral  part of this financial  statement.


                                -3-
<PAGE>

                            BIOFILTRATION  SYSTEMS, INC.
                            ----------------------------
                     CONSOLIDATED  STATEMENTS  OF  OPERATIONS
                     ----------------------------------------
                    FOR  THE SIX MONTHS AND THREE MONTHS ENDED
                            JUNE  30,  2000  AND  1999
                     ----------------------------------------

                                           Six-months  ended
                                       --------------------------
                                            2000        1999
                                       ------------  ------------
                                       (Unaudited)   (Unaudited)

REVENUES                               $   166,432   $         -

COST OF REVENUES                            52,640             -
                                       ------------  ------------

GROSS PROFIT                               113,792             -
                                       ------------  ------------

OTHER EXPENSES

  General and administrative               879,441       125,418
  Depreciation and amortization             44,589         2,042
  Stock promotion expenses                       -       812,500
  Interest                                  22,001        20,443
                                       ------------  ------------

                                           946,031       960,403
                                       ------------  ------------

LOSS FROM CONTINUING OPERATIONS         (  832,239)   (  960,403)
                                       ------------  ------------

DISCONTINUED OPERATIONS

  Loss from discontinued operations     (  230,720)            -
  Loss on disposal of discontinued
    operations                          (  149,040)            -
                                       ------------  ------------

                                        (  379,760)            -
                                       ------------  ------------

NET LOSS                               $(1,211,999)  $(  960,403)
                                       ============  ============

LOSS PER COMMON SHARE

  Loss from continuing operations      $(    .0018)  $(    .0024)
                                       ============  ============

  Loss from discontinued operations    $(    .0005)  $         -
                                       ============  ============

  Loss from disposal of discontinued
    operations                         $(    .0003)  $         -
                                       ============  ============

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING (IN HUNDREDS)              4,654,152     3,959,100
                                       ============  ============

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


                                       -4-
<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                           ---------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                    FOR THE SIX MONTHS AND THREE MONTHS ENDED
                    -----------------------------------------
                             JUNE 30, 2000 AND 1999
                             ----------------------
                                   (Continued)


                                          Three-months  ended
                                       --------------------------
                                            2000        1999
                                       ------------  ------------
                                       (Unaudited)   (Unaudited)

REVENUES                               $   166,432   $         -

COST OF REVENUES                            52,640             -
                                       ------------  ------------
GROSS PROFIT                               113,792             -
                                       ------------  ------------
OTHER EXPENSES
  General and administrative               832,080       112,465
  Depreciation and amortization             43,298         1,021
  Stock promotion expenses                       -       812,500
  Interest                                  10,861        10,286
                                       ------------  ------------
                                           886,239       936,272
                                       ------------  ------------
LOSS FROM CONTINUING OPERATIONS         (  772,447)   (  936,272)
                                       ------------  ------------
DISCONTINUED OPERATIONS
  Loss from discontinued operations     (  230,720)            -
  Loss on disposal of discontinued
    operations                          (  149,040)            -
                                       ------------  ------------

                                        (  379,760)            -
                                       ------------  ------------
NET LOSS                               $(1,152,207)  $(  936,272)
                                       ============  ============
LOSS PER COMMON SHARE
  Loss from continuing operations      $(    .0015)  $(    .0024)
                                       ============  ============
  Loss from discontinued operations    $(    .0005)  $   (     -)
                                       ============  ============
  Loss from disposal of discontinued
    operations                         $(    .0003)  $   (     -)
                                       ============  ============
WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING (IN HUNDREDS)              5,098,012     3,959,100
                                       ============  ============


                                      -5-
<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                           ---------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                            FOR THE SIX MONTHS ENDED
                             JUNE 30, 2000 AND 1999
                             ----------------------


                                                  Six  months  ended
                                               ------------------------
                                                   2000         1999
                                               ------------  ----------
                                                (Unaudited)  (Unaudited)

CASH  FLOWS  FROM  OPERATING  ACTIVITIES

  Cash received from customers                 $    59,410   $       -
  Cash paid for continuing operating
    expenses                                    (  195,869)   (126,351)
  Cash paid for discontinued operations                  -           -
  Interest                                      (    2,570)   (  4,198)
                                               ------------  ----------

    Net cash used by operating activities       (  139,029)   (130,549)
                                               ------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES

  Advances (to) from related company            (  110,000)      3,184
  Purchase of fixed assets                               -           -
                                               ------------  ----------

    Net cash used by investing activities       (  110,000)      3,184
                                               ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from sale of stock                    1,125,362           -
  Collections on stock subscriptions
    receivable                                           -     122,000
  Repayment of related party notes
    payable                                     (   16,241)          -
                                               ------------  ----------

    Net cash provided by financing activities    1,109,121     122,000
                                               ------------  ----------

INCREASE (DECREASE) IN CASH                        860,092    (  5,365)

CASH, BEGINNING OF PERIOD                                6       9,120
                                               ------------  ----------

CASH, END OF PERIOD                            $   860,098   $   3,755
                                               ============  ==========

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


                                       -6-
<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                           ---------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                            FOR THE SIX MONTHS ENDED
                            ------------------------
                             JUNE 30, 2000 AND 1999
                             ----------------------

                                            Six  months  ended
                                        ------------------------
                                            2000         1999
                                        ------------  ----------
                                        (Unaudited)  (Unaudited)

        RECONCILIATION OF NET LOSS TO
     CASH FLOWS FROM OPERATING ACTIVITIES
     ------------------------------------

NET LOSS                                $(1,211,999)  $(960,403)

RECONCILING ADJUSTMENTS

  Depreciation and amortization              44,589       2,042
  Loss on disposal of discontinued
    operations                              379,760           -
  Increase in accounts receivable        (  107,022)          -
  Increase in inventory                  (   59,704)          -
  Increase in accounts payable and
    accrued expenses                        112,259    (  2,824)
  Decrease in other assets                    8,657           -
  Stock issued in lieu of compensation      675,000           -
  Treasury stock acquired by way of
    reduction of expenses                         -     812,500
  Contribution of accrued interest
    to paid-in capital                       19,431      18,136
                                        ------------  ----------

CASH FLOWS FROM OPERATING               $(  139,029)  $(130,549)
                                        ============  ==========


         NONCASH INVESTING AND FINANCING ACTIVITIES
         ------------------------------------------

DECREASE IN ACCRUED INTEREST
  PAYABLE THROUGH CONTRIBUTION
  TO PAID-IN CAPITAL                    $    19,431   $  18,136
                                        ============  ==========

ACQUISITION OF AND INVESTMENT IN
  SUBSIDIARY COMPANY BY ISSUANCE
  OF COMMON STOCK                       $ 1,657,257   $       -
                                        ============  ==========

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


                                       -7-
<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                           ---------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                  JUNE 30, 2000
                                  -------------

The  information  presented  herein  as  of  June  30, 2000, and for the six and
three-months  ended  June  30,  2000  and  1999,  is  unaudited.

NOTE  A  -  BASIS  OF  PRESENTATION

The  accompanying  consolidated  financial  statements of Biofiltration Systems,
Inc.  (the  Company)  have  been  prepared in accordance with generally accepted
accounting  principles  for  interim  financial  information  and  with  the
instructions  to  the  Securities and Exchange Commission's Form 10-QSB and item
310(b)  of  Regulation  S-B.  Accordingly,  they  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 of normal required adjustments) considered necessary for
a  fair  presentation  have  been  included.

Operating  results  for the six and three-month periods ended June 30, 2000, are
not  necessarily  indicative  of  the  results that may be expected for the year
ending  December  31,  2000.  For further information, refer to the December 31,
1999  financial  statements  and  footnotes  included  in  the Company's initial
registration  statement  with  the  Securities  and  Exchange  Commission.

As  of  April  1,  2000,  the  Company  commenced  operations and is no longer a
development  stage  company.

NOTE  B  -  BUSINESS  ACQUISITIONS

Effective  April  1, 2000, the Company purchased all of the outstanding stock of
Beach  Access.Net, Inc., an internet service provider located in South Carolina.
The  purchase  price  was  1,750,000 unrestricted shares of the Company's common
stock.

In  connection  with  this  purchase,  the Company recorded $226,010 of goodwill
which  is  being  amortized  over five years.  For the six months ended June 30,
2000,  $11,300  was  recorded  as  goodwill  amortization.

In connection with the initial acquisition of Beach Access.Net, Inc. the Company
invested  8,600,000  shares of restricted common stock in Beach Access.Net, Inc.
to  acquire  other  related  business assets and operations.  In connection with
these acquisitions, goodwill of $279,896, was recorded by Beach Access.Net, Inc.
For  the  six  months  ended  June  30,  2000,  $13,995 was recorded as goodwill
amortization.

In  connection with this acquisition, the Company issued to the former owner and
certain employees of Beach Access.Net, Inc. 8,000,000 shares of unrestricted and
restricted  common  stock  as  a  signing  bonus  and  additional  compensation.

Further,  a  five  year  employment  agreement  was signed with the former owner
providing  for  the  following:

-     annual  salary  of  $60,000;

-     options to purchase additional shares of restricted common stock for $.001
      per  share  as follows (contingent upon certain performance criteria being
      met):
   -     3,250,000  shares  at  any  time
   -     4,000,000  shares  beginning  January  1,  2001
   -     4,000,000  shares  beginning  January  1,  2002
   -     4,000,000  shares  beginning  January  1,  2003

-        a  covenant  not  to  compete  for  a  two year period in certain, as
         defined,  businesses.


                                       -8-
<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                           ---------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                  JUNE 30, 2000
                                  -------------

NOTE  B  -  BUSINESS  ACQUISITIONS  (continued)

The  stock  issued  as a signing bonus and additional employee compensation have
been  recorded  at the stock's fair market value as of April 1, 2000, less a 50%
discount  on  certain  shares  because  of  their  restricted  nature.  In  the
accompanying  statement  of  operations  for the six months ended June 30, 2000,
employee  compensation  of $675,000 has been recorded to reflect the issuance of
these  shares.

In  May  2000, Beach Access.Net, Inc. acquired all of the common stock of Revcon
Technologies,  Inc.  and  the business assets of Alliance Computer Systems, LLC.
Both  of  these  companies  provide  networking,  programming  and  wireless
connectivity  services.  The  purchase  price  for  both was 1,000,000 shares of
restricted  common stock.  In connection with these purchases, Beach Access.Net,
Inc. recorded assets in excess of the purchase price of $102,479, which is being
amortized over five years.  Amortization will commence July 1, 2000.  Neither of
these operations had significant operations during the six months ended June 30,
2000.

In  connection with the Revcon Technologies, Inc. and Alliance Computer Systems,
LLC  acquisitions, the former owners signed five year employment agreements with
Beach  Access.Net,  Inc.  These  agreements  provide  for  the  following:


-          annual  salaries  aggregating  $110,000;

-          options  to purchase additional shares of restricted shares of common
           stock  for  $.001  per  share      as  follows:

     -     1,000,000  restricted  shares contingent upon certain performance
           criteria associated  with  mobile  wireless  internet  operation
           being  met;

     -     1,000,000  restricted  shares  contingent upon certain further
           performance criteria  associated  with  mobile  wireless  internet
           operation  being  met;

-          a  covenant  not  to  compete  for  a  two year period in certain, as
           defined,  businesses.

Through  June 30, 2000, the performance criteria associated with the above stock
options  had  not  been  met.

In  April  2000,  Beach Access.Net, Inc. acquired the rights to provide internet
access  for  twelve months to approximately 1,300 customers.  The cost for these
rights was 3,200,000 shares of restricted common stock.  Terms of the agreements
provide  for  monthly  service  fees  of  $20,000.

In  the  accompanying  financial statements, the purchase of these customers has
been  recorded  at  the  fair  market value of stock issued, less a 50% discount
because  of  the  restricted  nature  of the stock.  The cost of the purchase is
being  amortized  over  twelve  months.  For  the six months ended June 30,2000,
amortization  of  the  purchase  price  amounted  to  $15,600.

On  August  1,  2000,  certain  of  the  above  agreements  were  modified.  The
modification provided for an additional 180,000 shares of restricted stock to be
issued  for  the  right  to  provide  internet  services  to the same customers.

NOTE  C  -  STOCK  SPLIT

In  March  2000,  effective  April  15,  2000,  the Company's Board of Directors
approved  a  100:1  stock  split.  In conjunction with this stock split, the par
value  of  the  Company's  stock  was  changed  to  $.00001.

All shares disclosed in the accompanying financial statements reflect the effect
of  the  100:1  stock  split.


                                       -9-
<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                           ---------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                  JUNE 30, 2000
                                  -------------

NOTE  D - NET  LOSS  PER  COMMON  SHARE

Net  loss  per  common  share is computed in accordance with the requirements of
Statement  of  Financial  Accounting  Standards  No.  128.

NOTE  E  -  SEGMENTS

The  Company  operates in two business segments, pollution treatment systems and
internet  technology.  Currently,  the  only  operating  segment is the internet
technology  group.  For the six months ended June 30, 2000 and 1999, information
on  reportable  segments  is  as  follows:

                                Pollution    Internet
                                treatment    technology        Total
                                -----------  -------------  ------------
Six months ended June 30, 2000

External revenue                $        -   $    166,432   $   166,432
                                ===========  =============  ============

Intersegment revenue            $        -   $          -   $         -
                                ===========  =============  ============

Loss from continuing
operations                      $  (80,762)  $ (  751,477)  $(  832,239)

Loss from discontinued
operation                                -    (   379,760)   (  379,760)
                                -----------  -------------  ------------

                                $  (80,762)  $ (1,131,237)  $(1,211,999)
                                ===========  =============  ============

For the six months ended June 30, 1999, the Company only operated as a pollution
treatment  company.

Since  December 31, 1999, the Company has added the operations and assets of the
internet  technology  segment.  This  segment was added on April 1, 2000.  As of
June  30,  2000,  total assets of the internet technology segment were $654,654.

NOTE  F  -  DISCONTINUED  OPERATIONS

In  early  July  2000,  Company management decided to discontinue and dispose of
certain  measurable  portions  of  its  internet technology segment.  Management
estimates  that by August 15, 2000, all of these operations will be discontinued
and  assets  will  be  disposed  of.  The  results of operations for the periods
presented  are  reported  as  a  component  of  discontinued  operation  in  the
statements  of  operation.  Additionally,  management's  estimate of the loss on
disposal  is  presented as a separate component of discontinued operations.  The
estimated  loss  on  the  disposal  of  discontinued  operations  represents the
estimated  loss on disposal of the segment's assets and operation through August
15,  2000.

Summarized  results  of  the  disposed segment portions for the six months ended
June  30,  2000,  are  as  follows:

          Net  sales                                $ 296,043
                                                    ==========

          Operating  loss                           $(230,720)
                                                    ==========

          Loss  from  discontinued
             operations                             $(149,040)
                                                    ==========

For the six months ended June 30, 1999, the Company did not operate in the above
segment.


                                      -10-
<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                           ---------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                  JUNE 30, 2000
                                  -------------

NOTE  G  -  FINANCIAL  STATEMENTS  ISSUED  IN  PRIOR  PERIODS

The  accompanying  financial  statements reflect certain accounting changes that
will be made to previously issued financial statements.  These previously issued
financial  statements  are  pending change subject to addressing other technical
questions  raised  by  the  Securities  and  Exchange  Commission.

A  summary  of  accounting  changes reflected in the accompanying June 30, 2000,
financial  statements  that  will  be  restated  in  previously issued financial
statements  are  as  follows:

-          The  Company  had  previously  recorded  the  cost  of  the patent at
     $470,000.  This  reflected the purchase price from a related company.  This
     cost has  been  reduced  to  $61,073,  which reflects the related company's
     amortized  cost,  and  is  being  amortized  over  its  useful  life.  The
     difference in recorded value and is cost has  been  charged  to  additional
     paid-in  capital.

-          The  $470,000 note payable associated with the purchase of the patent
     has  been  reduced  to the patent's amortized cost.  The difference between
     the original  recorded value and revised value has been credited to paid-in
     capital.  Interest  expense  previously  recorded  has  been  adjusted.

-          Stockholder  notes  payable  do not bear interest.  Interest on these
     notes  has been revised to reflect interest at average prime plus 1%, which
     has been  contributed  to  paid-in  capital.

The  effect  of  the  above  adjustment  on  the  December  31,  1999, financial
statements  are  as  follows:

                      As previously
                        reported      Adjustments    Restated
                      --------------  -------------  ---------

Assets                $      941,346  $   (427,795)  $ 513,551
                      ==============  =============  =========

Liabilities           $      910,147  $   (409,122)  $ 501,025
                      ==============  =============  =========

Stockholders' equity  $       31,199  $   ( 18,673)  $  12,526
                      ==============  =============  =========


                                      -11-
<PAGE>
                           FORWARD LOOKING STATEMENTS

     When  used  in  this  report,  the  words  "may,  will, expect, anticipate,
continue,  estimate,  project  or  intend"  and  similar  expressions  identify
forward-looking  statements  within the meaning of Section 27A of the Securities
Act  of  1933  and Section 21E Securities Exchange Act of 1934 regarding events,
conditions  and  financial  trends that may effect our future plan of operation,
business  strategy,  operating  results  and  financial  position.  Current
stockholders  and  prospective  investors are cautioned that any forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties  and that actual results may differ materially from those included
within  the  forward-looking  statements  as  a  result of various factors. Such
factors  are  described  under  the  headings "Business-Certain Considerations,"
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations,"  and  the  financial  statements  and  their  associates  notes.

     Important  factors that may cause actual results to differ from projections
include,  for  example:

     -     the success or failure of management's efforts to implement their
           business strategy;

     -     our  ability  to  protect  our  intellectual  property  rights;

     -     our  ability  to  compete  with  major  established  companies;

     -     our  ability  to  attract  and  retain  qualified  employees;  and

     -     other  risks  which  may  be  described  in  future  filings
           with the SEC.

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

     The  following discussion and analysis of the Company's financial condition
and  results of its operations for the six-month periods ended June 30, 2000 and
1999  should  be  read  in  conjunction  with the Company's financial statements
included  elsewhere  herein.  When  used in the following discussions, the words
"believes",  "anticipates",  "intends,  "expects",  and  similar expressions are
intended to identify forward-looking statements.  Such statements are subject to
certain  risks and uncertainties, which could cause results to differ materially
from  those  projected.

PLAN  OF  OPERATION

Liquidity  and  Capital  Resources
----------------------------------

     During  the second quarter, the Company sold 4,930,716 shares of restricted
stock  for  cash.  The average share price was $.16, generating $789,000 for the
Company.  The  current  cash balance is $860,099. The Company believes that this
cash  will be adequate to fund operations and capital programs for the remainder
of  the  year.

     The  Company,  at June 30, 2000, had $2,337,436 in assets.  The increase in
assets  from  the  prior  period is due primarily to the issue of stock for cash
and  acquisition,  for  stock,  of  Beach Access.Net, Inc. and related entities.
Liabilities  consisting  of  certain  accrued  expenses  totaled  $746,083.

     The  Company  has reduced the value of its Patent from $470,000 to $61,073,
less  accrued  amortization.  The  Company  has  made this change to reflect the
actual  costs related to the Patent, in accordance with regulatory requirements.
The  Company  has  also reduced the offsetting Note Payable to related entities,
with  the  entity's  approval.  The  resulting adjustment to interest expense is
reflected  in  Additional  Paid-In  Capital.

     The Company has also recorded revised accrued interest on Shareholder Notes
of $348,900.  The Notes had previously been recorded as zero interest notes.  In
lieu of interest, shareholders received additional stock certificates.  Interest
equal  to  the  par  value  of the shares had been recorded.  In accordance with
regulatory  requirements, interest, at the rate of Prime + 1% during the term of
the  notes,  has been accrued, with the adjustment reflected in Paid-In Capital.

     Since  inception, the Company has financed its operations primarily through
cash provided through various short- and long-term credit facilities and through
the  private  sale  of  its common stock.  The Company's management believes the
need for additional capital going forward will be derived from internal revenues
and  earnings  generated  from  the  sale  of its products and services.  If the
Company  is  unable  to  generate  sufficient  revenues  from  its  products and
services, management believes the Company will need to raise additional funds to
meet  its  cash  requirements.

Inflation
---------

     Inflation  has  not  been  a  major  factor in the Company's business since
inception.  There  can  be  no assurances that this will continue if or when the
Company  completes  an  acquisition  or  merger.

Pollution  Treatment  Systems  Group
------------------------------------

     The  Company  continues  to  aggressively  market  its  pollution treatment
technology  to  the  airports  of America - there are 415.  The Company believes
that  the  environmental,  governmental  and  economic  factors  related  to the
treatment  and  disposal of wastewater are more favorable to the Company than at
any  time in the past.  Enforcement of the regulations regarding the Clean Water
Act  is  becoming  more aggressive.  Managers of  Publicly Owned Treatment Works
(POTW),  more  commonly  known  as  the "sewer company", are looking for ways to
reduce  the  Chemical Oxygen Demand (COD) or the Biochemical Oxygen Demand (BOD)
entering  their  facilities  from  local  area  wastewater  collection.

     The  industry trend appears to be toward pre-treatment of wastewater by the
originator  before  release  into  public  systems.

     A  major  focus of Company's marketing efforts has been on the treatment of
wastewater runoff from deicing of aircraft at airports.  Because this wastewater
contains  a  high  COD  from  the primary deicing component, glycol, traditional
methods  of  disposal  or  treatment are becoming obsolete and/or no longer cost
effective.  In  an  effort  to  reduce  costs through application of technology,
airport managers are seeking companies with pollution treatment technology.  The
Company  has  seen  an increase in the number of airport managers contacting the
Company  to  learn  more  about  our  solution.

     Significant factors affecting the sales cycle for the Company's product are
the  budgetary  and  approval  process  of  municipal  airports.  Major  capital
investments  usually  take  many months or sometimes years to approve.  Over the
last  few  years, the Company has developed significant relationships within the
airport  management  system  and  expertise in the specific needs for wastewater
systems  on  airport  complexes.

     The  Company  has  also  developed a pricing model which is tailored to the
needs  of  the  individual  airport  budgeting  system.  This  approach has been
favorably  received.

     The  Company  expects to market two airport systems during the remainder of
this  year.  The expected annual revenues are $550,000 for these contracts.  The
contract  terms are for five years with two five-year renewal options.  The cost
of  treatment is competitive with the POTW, making the Company's solution viable
for  the  user.

     The  size  of  system  depends  on  the amount of wastewater volume and the
COD/BOD  concentrations to be treated.  The Company's system would be located on
the  airport  grounds  and  would  involve  pre-treatment of wastewater prior to
discharge.

     The  handling  of  wastewater  is  a  major  consideration  by  county
commissioners,  land use specialists and other local authorities in the granting
of  zoning  and  building  permits.  With  pre-treatment,  zoning  officials can
approve  more  residential  customers  with  existing  capacity.

     Therefore,  this  pre-treatment  process is valuable to the POTW manager as
well.  The  POTW plant's primarily mission is to serve the residential customer.
As more industrial waste is added to their system, they must either expand plant
capacity  or  restrict  the  industrial  customer  who  is  usually  the  larger
contributor  of  COD/BOD's  to  the system albeit the larger revenue producer as
well.  With  pre-treatment,  the  POTW  manager  can  service  more  residential
customers  without  plant  expansion.

     An  emerging market for the Company is agricultural wastewater from sources
such as feedlots, processing plants and facilities where there is a high organic
component  in  the  wastewater.  Traditionally,  in  feedlot  operations,  large
lagoons  have  been used for treatment of wastewater.  Due to population growth,
many  of  these facilities are facing local opposition to the smell generated by
the  decomposition  of  this  organic  component.  In addition, the operator has
usually  committed significant land resources to the lagoons.  Both operator and
resident  would  like  to  see  the  size  of lagoons reduced.  With the Company
solution, the operator can process the same or greater amount of wastewater with
less  land  and  the  same  or  lower  cost.

     The  Company  expects  to  market  one  agricultural  system this year with
annualized  contract  revenues  of  $220,000.  The  contract would be similar to
those  mentioned  above.

     The  total  expected revenue from the Pollution Treatment Systems Group for
systems  sold  this year is expected to be $765,000 on an annualized basis.  The
commission  payable  to the national marketing company related to these sales is
expected  to  significantly  reduce the outstanding Prepaid Sales Commissions of
$575,910.

     Since  1992,  the  Company has been party to an agreement whereby a related
company,  owned  by  the  Company's  majority  stockholder,  provides  exclusive
national  sales services.  Under the terms of the agreement, the related company
is  entitled  to receive 30% of the Company's pollution treatment systems sales.
In  addition,  under the terms of the agreement, the marketing company is to pay
for  all  pollution  treatment  systems  marketing expenses from the commissions
received  from  the  Company.

     The  agreement  also  provided  that  the  related  company  may  be  paid
commissions  in  advance  by  the  Company.

     The  Company  expects  that  the  sales  results of the Pollution Treatment
Systems Group will continue to expand in the coming years.  The Company sees the
market  forces and Company sales efforts combining to make the Company's product
a  cost  effective,  viable  solution  to  the wastewater treatment and disposal
issue.

Technology  Group
-----------------

     In  April of this year, the Company completed a major goal of expanding its
technology  capability  through the acquisition of Beach Access.Net, Inc. (Beach
Access).  Beach  Access  subsequently  acquired additional companies and assets,
expanding  its  Internet  Service  Provider  (ISP)  capacity,  wireless  systems
technology,  network  and  computer  installation  and  repair  and software and
database  development  capability.  The acquisition of Beach Access brought with
it  the  technology  for  a  wireless  Internet  access  capability.

     Beach  Access  is  marketing  this  technology  under  the  trade  name  of
"SWOMI(TM)",  Seamless Wireless Omni-directional Mobile Internet (the Company is
in  the process of applying for the Trade Mark).  SWOMI(TM) offers the user true
roaming  capability  within the SWOMI(TM) system with access speeds of 2mb.  The
SWOMI(TM)  system  incorporates  Beach Access ISP assets and allows customers to
link  their  computers,  at  T-1  access  speeds,  for  video,  audio  or  data
transmission  on  the  Internet  using  a  patented  roaming  technology.

     Beach  Access is installing a prototype system covering over six contiguous
miles  of the Myrtle Beach, South Carolina area.  Using the SWOMI(TM) equipment,
a  user  will  be able to move within the SWOMI(TM) network area with no loss of
service  or  degradation  of  speed.

     Applications  for  the  product  are  numerous,  but a few are listed here:
Hotels  and  motels, convention centers, RV parks, etc.  Within the Myrtle Beach
market  area,  the  Chamber of Commerce estimates that there are over 13 million
visitors  per year.  Generally, visits are for a one-week period, which would be
250,000  visitors per week.  Beach Access's research and resort manager comments
indicate  that  at  least  10,000  of  these  250,000  weekly  visitors would be
interested  in  a  high-speed  wireless  Internet access capability during their
stay.

     Beach  Access  anticipates  charging  a weekly usage fee of $40 for each of
these  customers.  This  would  equal  a weekly revenue stream of $400,000 or an
annualized  revenue  stream  of  over  $20  million.

     The  Company  has  committed  at  least  $150,000  of  its cash reserves to
complete  the  Beach  Access prototype.  Subsequent to quarter end, Beach Access
successfully  completed  the  testing of the system and began development of the
prototype  system.  The  prototype is expected to be complete and operational by
the  end  of  August.

Subsequent  to  quarter end, Beach Access began negotiations with several resort
and  convention  facilities  in  the Myrtle Beach area for the implementation of
SWOMI(TM) in  their  operations.

     The  Company  expects to market  the SWOMI(TM) system in other areas of the
country  after  completion  of  the  Myrtle  Beach  project.

RESULTS  OF  OPERATIONS

Acquisitions
------------

     During  April  2000,  the  Company  finalized  the  acquisition  of  Beach
Access.Net,  Inc.  (Beach  Access).  The  acquisition  was funded with 1,750,000
free-trading  shares of Company stock.  This acquisition completed the Company's
goal of providing a means for remote monitoring of pollution treatment sites and
expanding  its  internal  technology  capability.  Beach  Access is operated and
managed  as  a wholly owned subsidiary and is charged with the mission to be the
technology  group  of  the  Company and a leader in the wireless Internet access
market.

     Beach  Access  is located in Myrtle Beach, South Carolina and is one of two
Internet  Service Providers (ISP) in the local market.  As part of the operating
plan  for  expansion, Beach Access made the following acquisitions in the second
quarter:  1)  in  April,  acquired  the  Internet service equipment and Internet
subscriber  customers  from  three  local  competitors  and also the assets of a
computer wholesale company, 2) in May, acquired the Internet servicing rights to
approximately  1,300  resort  customers, acquired Revcon, Inc., a company in the
wireless  systems industry and acquired the assets of Alliance Computers, LLC, a
company  in  the  computer  networking,  programming  and  wireless connectivity
industry.  These  assets were purchased with 12,800,000 shares of Company stock.

     As  part  of  the acquisition, the Company negotiated employment agreements
with  the  key  managers.  Jay Knabb remains as CEO of Beach Access.  As part of
his  five-year  employment  contract,  he was awarded 4,000,000 shares of stock,
half  of  which  are  free  trading,  as a signing bonus.  Additionally, he will
receive  options,  upon  signing,  of  3,250,000 shares and options of 4,000,000
shares  of  stock on January 1 of each year for 3 years, beginning on January 1,
2001.  In  addition,  as  part of the acquisition, the Company awarded 4,000,000
shares  of  stock  as  signing  bonuses  to  various  Beach  Access  employees.

     Ken  Borge,  President,  Revcon, has been hired as Vice President, Research
and  Development  of  Beach  Access.  Revcon was purchased for 293,333 shares of
Company stock.  The Company negotiated a five-year employment contract with Ken,
which  provided  two  options,  each  for  293,333 shares of Company stock.  The
Company  expects  the  criteria  for award of the options to be met in the third
quarter.

     The  Company  completed  negotiations  with Paul Aubin, President, Alliance
Computers,  LLC  for  the purchase of their assets for 706,667 shares of Company
stock.  Paul  was  hired  under  a  five-year  employment  contract  as the Vice
President,  Operations  for Beach Access.  The employment agreement provides two
options,  each  for  706,667  shares  of Company stock.  The Company expects the
criteria  for  award  of  the  options  to  be  met  in  the  third  quarter.

Operations
----------

     The  Company  has  shown  a  current quarter loss of <$1,211,999>, of which
$<1,131,237>  resulted  from Beach Access acquisition and operations.  This loss
is  due primarily to the employment agreement compensation for Jay Knabb and the
losses  on  discontinuance  and  disposition  of  companies.

     The  Company  pollution  treatment and corporate activities has generated a
loss  of  <$80,762>.  The  pollution  treatment  group did not have any revenues
during  the  quarter.  Expenses  were  primarily  related  to  accounting  and
professional  fees,  interest  expense  and  travel.

     The  most  significant  entity  loss  is  for PC Wholesale (PCW).  PCW is a
company  in  the  wholesale  computer parts and repair business.  PCW also had a
significant  pager service business.  This company, along with Knight Design, an
ISP,  was  purchased  to  develop  a  market  presence in Fayetteville, NC.  The
operational  plan  was  to  expand  the  ISP  business through the PCW facility,
focusing  initially on converting the pager customers to ISP customers.  PCW was
purchased  for  2,500,000  shares  and  Knight  Design  for  1,800,000  shares.

     Due  to phone company delays, Beach Access was unable to install, timely, a
T-1  line  for  its ISP operations into the PC Wholesale facility.  As a result,
the  Knight Design customers were lost.  Since the primary focus of Beach Access
is ISP and wireless operations, not computer wholesale parts sales, the decision
was  make  to  discontinue  PC  Wholesale operations.  This decision was made in
early  July.

     For  Knight  Design,  Beach Access is renegotiating the sale terms with the
expectation  to  reduce the loss on disposition from 1,800,000 shares of Company
stock  to  only 400,000.  However, until the agreement is signed, the Company is
recognizing  the  full impact of the loss on disposition equivalent to 1,800,000
shares  of  stock.  When the agreement is signed, the Company will recognize the
recovery.  The  resulting  losses  from  PC  Wholesale  and  Knight  Design
discontinuance  and  dispositions  are  reflected  in the accompanying financial
statements.

     Beach  Access's  ongoing  ISP  operations  are  self-funding.

     On  or  about  April  15,  2000,  the  Company  stock was split 100:1.  The
accompanying financial statements reflect this split.  Because of the split, the
stock's  par  value  was  changed  from  $.001  to  $.00001.

                      PART  II  -  OTHER  INFORMATION

Item  1.  LEGAL  PROCEEDINGS

     The Company is not involved in any legal proceedings or litigation, and the
officers  and  directors  are  aware  of  no  other  pending  litigation.

Item  2.  CHANGES  IN  SECURITIES.

     In  March,  2000,  the  Company's Board of Directors approved a 100:1 stock
split  with an effective date of April 15, 2000.  In conjunction with this stock
split,  the  par  value  of  the  Company's  stock  was  amended  to  $.00001.

Item  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     None

Item  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

     None.

Item  5.  OTHER  EVENTS

     None.

Item  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     Exhibit  27  -  Financial  Data  Schedule

     (b)     There  were  no reports on Form 8-K filed by the registrant for the
             quarter  ending  June  30,  2000.



                                   SIGNATURES

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


                                           BIOFILTRATION  SYSTEMS,  INC.

Date:  August 9, 2000                      By:  /s/  Alpha  J.  Keyser
                                           ----------------------------------
                                           Alpha J. Keyser, President and CEO
                                           (Principal  Executive  Officer)


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