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 March 31, 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, $.001 par value, outstanding
as  of  March  31,  2000  was  492,010,000  shares.


<PAGE>
                           BIOFILTRATION SYSTEMS, INC.

                                      INDEX

PART  I  -  FINANCIAL  INFORMATION:

     Item  1.  Financial  Statements

          Certified  Public  Accountant's  Review  Report                      3

          Balance  Sheet  -  March  31,  2000                                  5

          Statement of Operations - Cumulative from Inception and for
          the  Three  Months  Ended  March  31,  2000  and  1999               7

          Statement of Changes in Stockholders' Equity from Inception
          (December  17,  1992)  to  March  31,  2000                          8

          Statement of Cash Flows - Cumulative from Inception and for
          the Three Months Ended March 31, 2000 and 1999                      14

          Notes  to  Financial  Statements                                    16

     Item  2.  Management's  Discussion  and Analysis                         23

PART  II  -  OTHER  INFORMATION

     Item  1.  Legal  Proceedings

     Item  2.  Changes  in  Securities

     Item  3.  Defaults  Upon  Senior  Securities

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

     Item  5.  Other  Information

     Item  6.  Exhibits  and  Reports  on  Form  8-K

SIGNATURES


<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.


<PAGE>
                         PART 1.  FINANCIAL INFORMATION

Item  1.    Financial  Statements



                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2000



                                    CONTENTS
                                    --------

                                                                            Page
                                                                            ----

CERTIFIED  PUBLIC  ACCOUNTANTS'  REVIEW  REPORT                          1  -  2

FINANCIAL  STATEMENTS

     BALANCE  SHEET                                                      3  -  4

     STATEMENTS  OF  OPERATIONS                                                5

     STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'
          EQUITY                                                        6  -  11

     STATEMENTS  OF  CASH  FLOWS                                       12  -  13

NOTES  TO  FINANCIAL  STATEMENTS                                       14  -  20





                               [GRAPHIC  OMITED]






<PAGE>
To  the  Stockholders
Biofiltration  Systems,  Inc.
(a  development  stage  company)
Sarasota,  Florida


We  have reviewed the accompanying balance sheets of Biofiltration Systems, Inc.
(a  development  stage company) as of March 31, 2000, and the related statements
of  operations  and  cash flows for the three month periods ended March 31, 2000
and  1999,  and the statements of changes in stockholders' equity for the period
from  inception  (December  17,  1992)  to  March  31,  2000.  Our  reviews were
conducted  in  accordance with Statements on Standards for Accounting and Review
Services  issued by the American Institute of Certified Public Accountants.  All
information  included in these financial statements is the representation of the
management  of  Biofiltration  Systems,  Inc.

A  review  consists principally of inquiries of company personnel and analytical
procedures applied to financial data.  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 our reviews, 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  cumulative  statement  of  operations  and cash flows for the
period  from inception (December 17, 1992) to March 31, 2000, was not audited or
reviewed  by  us  and,  accordingly,  we  do  not  express  an  opinion on them.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue as a going concern.  As explained in Note A, the Company
is  in a development stage.  Continued operations are dependent upon its ability
to  generate  sufficient  cash  flows to commence and sustain operations.  These
conditions  raise substantial doubt about the Company's ability to continue as a
going  concern.  The  accompanying  financial  statements  do  not  include  any
adjustments  that  might  result  from  this  uncertainty.



CERTIFIED  PUBLIC  ACCOUNTANTS
Tampa,  Florida
May  12,  2000


<PAGE>
                             SEMAGO & COMPANY, P.A.
                      -------------------------------------
                102 W. WHITING STREET, SUITE 600, TAMPA, FL 33602
                          813-221-2331 FAX 813-225-1021




<TABLE>
<CAPTION>
                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                                  BALANCE SHEET
                                  -------------
                                 MARCH 31, 2000
                                 --------------


                       ASSETS
                       ------


<S>                                   <C>
CURRENT ASSETS - CASH (NOTE A)        $  222,826
                                      ----------

OFFICE EQUIPMENT, NET OF
  ACCUMULATED DEPRECIATION
  OF $945                                  2,432
                                      ----------

OTHER ASSETS

  Patent (Notes  A and D)                470,000
  Prepaid sales commissions
    to related company
    (Note B)                             505,910
  Advance to related company                  86
  Deposit on purchase of subsidiary
    company                                   20
  Other                                    2,728
                                      ----------

                                         978,744
                                      ----------

                                      $1,204,002
                                      ==========
</TABLE>



                Read certified public accountants' review report.
                 The accompanying notes to financial statements
                    are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>
                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                                  BALANCE SHEET
                                  -------------
                                 MARCH 31, 2000
                                 --------------


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


CURRENT LIABILITIES
<S>                                  <C>
  Accounts payable                   $     7,965
  Accrued expenses                        24,556
  Current portion of related
    party notes payable                   57,960
                                     ------------

    TOTAL CURRENT LIABILITIES             90,481
                                     ------------

LONG-TERM LIABILITIES

  Stockholder notes payable
    (Note C)                             348,900
  Related party notes payable,
    less current portion
    (Note D)                             470,000
                                     ------------

                                         818,900
                                     ------------

COMMITMENTS AND CONTINGENCIES
  (NOTES B AND F)                              -
                                     ------------

STOCKHOLDERS' EQUITY

  Common stock, $.001 par value,
    700,000,000 shares authorized,
    496,010,000 shares issued and
    outstanding (Notes C, F, H, I
    and K)                               496,010
  Additional paid-in capital
    (Notes F and H)                    1,577,644
  (Deficit) accumulated during
    development stage                 (1,644,033)
                                     ------------

                                         429,621

  Less treasury stock, at cost
    (Note G)                          (  135,000)
                                     ------------

                                         294,621
                                     ------------

                                     $ 1,204,002
                                     ============
</TABLE>



                Read certified public accountants' review report.
                 The accompanying notes to financial statements
                    are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>
                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                      CUMULATIVE FROM INCEPTION AND FOR THE
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                   ------------------------------------------


                              Cumulative
                                during
                              development
                                 stage          2000          1999
                             -------------  ------------  ----------
<S>                          <C>            <C>           <C>

REVENUES                     $      2,000   $         -   $       -
                             -------------  ------------  ----------

EXPENSES

  Interest
    (Notes C and D)               181,813        10,386      10,191
  Professional fees               174,009        29,784         140
  Telephone and utilities          21,889         2,829         960
  Depreciation                        945           270           -
  Rent                             29,123         3,400       3,210
  Office expenses                  37,646         6,548       5,724
  Stock promotion expenses
    (Notes A and F)             1,127,500             -           -
  Miscellaneous                    73,108         4,800       2,919
                             -------------  ------------  ----------

                                1,646,033        58,017      23,144
                             -------------  ------------  ----------

NET LOSS BEFORE PROVISION
  FOR INCOME TAXES             (1,644,033)   (   58,017)   ( 23,144)

PROVISION FOR INCOME
  TAXES (NOTE E)                        -             -           -
                             -------------  ------------  ----------

NET LOSS                     $ (1,644,033)  $(   58,017)  $( 23,144)
                             =============  ============  ==========


NET LOSS PER COMMON
  SHARE (NOTE A)             $ (    .0046)  $(    .0005)  $(  .0002)
                             =============  ============  ==========

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING (in
  hundred's), AS
RESTATED FOR 100:1
  STOCK SPLIT (NOTE H)          3,571,844     1,175,781     955,805
                             =============  ============  ==========
</TABLE>


                Read certified public accountants' review report.
                 The accompanying notes to financial statements
                    are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>
                                    BIOFILTRATION SYSTEMS, INC.
                                   (A DEVELOPMENT STAGE COMPANY)
                                   -----------------------------
                           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                           ---------------------------------------------
                        FROM INCEPTION (DECEMBER 17, 1992) TO MARCH 31, 2000
                        ----------------------------------------------------
                                       (Shares in hundred's)

                               Common  stock                                                             (Deficit)
                            ------------------   Common      Treasury stock   Additional    Stock         during
                            Par                   stock     ----------------    paid-in   subscription  development
                              Shares    value   subscribed  Shares     Cost     capital    receivable      stage
                            ---------  -------  ----------  ------    ------  ----------  ------------  -----------
<S>                         <C>        <C>      <C>         <C>       <C>     <C>         <C>           <C>
INCEPTION,
  DECEMBER 17, 1992                 -  $    -   $       -       -     $   -   $       -   $         -   $        -
STOCK ISSUED FOR CASH
  ($.001 PER SHARE),
  DECEMBER 31, 1992           155,000     155           -       -         -           -             -            -
STOCK SUBSCRIPTION FOR
  320,000 SHARES,
  ($.001 PER SHARE),
  DECEMBER 1992                     -       -         320       -         -           -       (   320)           -
                            ---------  -------  ----------  ------    ------  ----------  ------------  -----------
BALANCE, DECEMBER 31, 1992    155,000     155         320       -         -           -       (   320)           -
STOCK ISSUED FOR CASH
  ($.001 PER SHARE),
  JANUARY 1993              2,350,000   2,350           -       -         -      49,755             -            -
STOCK ISSUED IN LIEU OF
  INTEREST ($.001 PER
  SHARE), JANUARY 1993        250,000     250           -       -         -           -             -            -
CONTRIBUTION OF ADDITIONAL
  PAID-IN CAPITAL                   -       -           -       -         -      25,000             -            -
COLLECTION OF STOCK
  SUBSCRIPTION RECEIVABLE     320,000     320    (    320)      -         -           -           320            -
NET LOSS                            -       -           -       -         -           -             -     (  2,765)
                            ---------  -------  ----------  ------    ------  ----------  ------------  -----------
BALANCE, DECEMBER 31, 1993  3,075,000  $3,075   $       -       -     $   -   $  74,755   $         -   $ (  2,765)
</TABLE>


                Read certified public accountants' review report.
   The accompanying notes to financial statements are an integral part of these
                                   statements.


<PAGE>
<TABLE>
<CAPTION>
                              BIOFILTRATION SYSTEMS, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                             -----------------------------
                     STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     ---------------------------------------------
                 FROM INCEPTION (DECEMBER 17, 1992) TO MARCH 31, 2000
                 ----------------------------------------------------
                                 (Shares in hundred's)


                               Common  stock                                                             (Deficit)
                            ------------------   Common      Treasury stock   Additional    Stock         during
                            Par                   stock     ----------------    paid-in   subscription  development
                              Shares    value   subscribed  Shares     Cost     capital    receivable      stage
                            ---------  -------  ----------  ------    ------  ----------  ------------  -----------
<S>                         <C>        <C>      <C>         <C>       <C>     <C>         <C>           <C>
STOCK ISSUED IN LIEU OF
  INTEREST ($.001 PER
  SHARE):

     MARCH 1994                16,000  $   16           -       -     $   -   $       -   $         -   $        -
     JUNE 1994                 50,000      50           -       -         -           -             -            -
     AUGUST 1994               50,000      50           -       -         -           -             -            -
     OCTOBER 1994             100,000     100           -       -         -           -             -            -
CONTRIBUTION OF ADDITIONAL
  PAID-IN CAPITAL                   -       -           -       -         -      16,600             -            -
NET LOSS                            -       -           -       -         -           -             -      ( 5,486)
                            ---------  -------  ----------  ------    ------  ----------  ------------  -----------
BALANCE, DECEMBER 31, 1994  3,291,000   3,291           -       -         -      91,355             -      ( 8,251)
STOCK ISSUED IN LIEU OF
  INTEREST ($.001 PER
  SHARE):

     MARCH 1995                75,000      75           -       -         -           -             -            -
     JUNE 1995                 75,000      75           -       -         -           -             -            -
     OCTOBER 1995              50,000      50           -       -         -           -             -            -
CONTRIBUTION OF ADDITIONAL
 PAID-IN CAPITAL                    -       -           -       -         -      20,000             -            -
NET LOSS                            -       -           -       -         -           -             -      (17,998)
                            ---------  -------  ----------  ------    ------  ----------  ------------  -----------
BALANCE, DECEMBER 31, 1995  3,491,000  $3,491   $       -       -     $   -   $  11,355   $         -   $  (26,249)
</TABLE>


                Read certified public accountants' review report.
   The accompanying notes to financial statements are an integral part of these
                                   statements.


<PAGE>
<TABLE>
<CAPTION>
                                 BIOFILTRATION SYSTEMS, INC.
                                (A DEVELOPMENT STAGE COMPANY)
                                -----------------------------
                        STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        ---------------------------------------------
                    FROM INCEPTION (DECEMBER 17, 1992) TO MARCH 31, 2000
                    ----------------------------------------------------
                                    (Shares in hundred's)


                               Common  stock                                                             (Deficit)
                            ------------------   Common      Treasury stock   Additional    Stock         during
                            Par                   stock     ----------------    paid-in   subscription  development
                              Shares    value   subscribed  Shares     Cost     capital    receivable      stage
                            ---------  -------  ----------  ------    ------  ----------  ------------  -----------
<S>                         <C>        <C>      <C>         <C>       <C>     <C>         <C>           <C>
STOCK ISSUED IN LIEU OF
  INTEREST ($.001 PER
  SHARE):

     MARCH 1996             $  50,000       50  $        -       -    $    -  $        -  $          -  $        -
     JULY 1996                 25,000       25           -       -         -           -             -           -
CONTRIBUTION OF ADDITIONAL
  PAID-IN CAPITAL                   -        -           -       -         -      10,000             -           -
NET LOSS                            -        -           -       -         -           -             -    ( 29,769)
                            ---------  -------  ----------  ------    ------  ----------  ------------  -----------
BALANCE, DECEMBER 31, 1996  3,566,000    3,566           -       -         -     121,355             -    ( 56,018)
STOCK ISSUED FOR CASH
  ($.02 PER SHARE),
  DECEMBER 1997                   750        1           -       -         -       1,499             -           -
STOCK ISSUED IN LIEU OF
  INTEREST ($.001 PER
  SHARE):

     MARCH 1997                12,500       12           -       -         -           -             -           -
     MAY 1997                  25,000       25           -       -         -           -             -           -
     JULY 1997                 50,000       50           -       -         -           -             -           -
     DECEMBER 1997             37,500       38           -       -         -           -             -           -
CONTRIBUTION OF ADDITIONAL
  PAID-IN CAPITAL                   -        -           -       -         -      15,450             -           -
NET LOSS                            -        -           -       -         -           -             -    ( 36,705)
                            ---------  -------  ----------  ------    ------  ----------  ------------  -----------
BALANCE, DECEMBER 31, 1997  3,691,750  $ 3,692  $        -       -    $    -  $  138,304  $          -  $ ( 92,723)
</TABLE>


                Read certified public accountants' review report.
    The accompanying notes to financial statements are an integral part of these
                                   statements.


<PAGE>
<TABLE>
<CAPTION>
                                     BIOFILTRATION SYSTEMS, INC.
                                    (A DEVELOPMENT STAGE COMPANY)
                                    -----------------------------
                            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                            ---------------------------------------------
                         FROM INCEPTION (DECEMBER 17, 1992) TO MARCH 31, 2000
                         ----------------------------------------------------
                                        (Shares in hundred's)


                               Common  stock                                                              (Deficit)
                            ------------------   Common      Treasury stock     Additional    Stock         during
                            Par                   stock     ----------------     paid-in    subscription  development
                              Shares    value   subscribed  Shares     Cost      capital    receivable      stage
                            ---------  -------  ----------  ------  ----------  ----------  ------------  -----------
<S>                         <C>        <C>      <C>         <C>     <C>         <C>         <C>           <C>
STOCK ISSUED FOR CASH
  ($.02 PER SHARE):

     MARCH 1998                 6,850        7           -       -  $       -   $  13,693   $         -   $        -
     DECEMBER 1998             10,500  $    10           -       -          -      20,990             -            -
STOCK ISSUED FOR SERVICES
  ($.02 PER SHARE),
  JUNE 1998                   250,000      250           -       -          -     499,750             -            -
CONTRIBUTION OF ADDITIONAL
  PAID-IN CAPITAL                   -        -           -       -          -     127,769             -            -
STOCK REDEEMED UPON
  CANCELLATION OF SERVICES          -        -           -  92,500   (185,000)          -             -            -
NET LOSS                            -        -           -       -          -           -             -     (457,942)
                            ---------  -------  ----------  ------  ----------  ----------  ------------  -----------
BALANCE, DECEMBER 31, 1998  3,959,100  $3,959  $         -  92,500  $(185,000)  $  00,506   $         -   $ (550,665)
</TABLE>


Read  certified public accountants' review report.     The accompanying notes to
financial  statements  are  an  integral  part  of  these  statements.


<PAGE>
<TABLE>
<CAPTION>
                                               BIOFILTRATION SYSTEMS, INC.
                                              (A DEVELOPMENT STAGE COMPANY)
                                              -----------------------------
                                      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                      ---------------------------------------------
                                   FROM INCEPTION (DECEMBER 17, 1992) TO MARCH 31, 2000
                                   ----------------------------------------------------
                                                  (Shares in hundred's)


                               Common  stock                                                                (Deficit)
                            ------------------   Common       Treasury stock      Additional    Stock         during
                            Par                   stock     ------------------     paid-in    subscription  development
                              Shares    value   subscribed  Shares       Cost      capital    receivable      stage
                            ---------  -------  ----------  --------  ----------  ----------  ------------  -----------
<S>                         <C>        <C>      <C>         <C>       <C>         <C>         <C>           <C>
STOCK SUBSCRIPTION FOR
  875,000 SHARES (VARYING
  PRICE PER SHARE),
  MARCH 1999                        -  $     -  $1,000,000        -   $       -   $        -  $(1,000,000)  $         -
STOCK ISSUED FOR SERVICES
 ($.35 PER SHARE),
  APRIL 1999                        -        -          -   (25,000)     50,000       37,500            -             -
CONTRIBUTION OF ADDITIONAL
  PAID-IN CAPITAL                   -        -          -         -           -       35,250            -             -
COLLECTIONS OF STOCK
  SUBSCRIPTION RECEIVABLE
  AND ISSUE OF STOCK FOR
  SERVICES                    250,000     250   (   62,500)       -           -      874,750       62,500             -
ADJUSTMENT TO STOCK
  SUBSCRIPTION PRICE
  PER SHARE                         -       -   (  625,000)       -           -            -      625,000             -
NET LOSS                            -       -            -        -           -            -            -    (1,035,351)
                            ---------  -------  ----------  --------  ----------  ----------  ------------  ------------
BALANCE, DECEMBER 31, 1999  4,209,100  $4,209      312,500   67,500   $(135,000)  $1,748,006  $(  312,500)  $(1,586,016)
</TABLE>


Read  certified public accountants' review report.     The accompanying notes to
financial  statements  are  an  integral  part  of  these  statements.


<PAGE>
<TABLE>
<CAPTION>
                                             BIOFILTRATION SYSTEMS, INC.
                                            (A DEVELOPMENT STAGE COMPANY)
                                            -----------------------------
                                    STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                    ---------------------------------------------
                                 FROM INCEPTION (DECEMBER 17, 1992) TO MARCH 31, 2000
                                 ----------------------------------------------------
                                                (Shares in hundred's)


                               Common  stock                                                                (Deficit)
                            ------------------     Common       Treasury stock      Additional    Stock         during
                            Par                     stock     ------------------     paid-in    subscription  development
                              Shares    value     subscribed  Shares       Cost      capital    receivable      stage
                            ---------  ---------  ----------  --------  ----------  ----------  ------------  -----------
<S>                         <C>        <C>        <C>         <C>       <C>         <C>         <C>           <C>
STOCK ISSUED FOR CASH
 ($.005 PER SHARE),
  MARCH 2000                   625,000  $    625  $       -        -    $       -   $ 311,875   $          -   $        -
STOCK ISSUED FOR SERVICES
  ($.001 PER SHARE)
  MARCH 2000                    20,000        20          -        -            -           -              -            -
STOCK ISSUED FOR PURCHASE
  OF SUBSIDIARY COMPANY
  ($.001 PER SHARE)
  MARCH 2000                    20,000        20          -        -            -           -              -            -
STOCK ADVANCED TO RELATED
  COMPANY
  ($.001 PER SHARE)
  MARCH 2000                    86,000        86          -        -            -           -              -            -
CONTRIBUTION OF ADDITIONAL
  PAID-IN CAPITAL                    -         -          -        -            -       8,813              -            -
COLLECTION OF STOCK
  SUBSCRIPTION RECEIVABLE            -         -   (312,500)       -            -           -        312,500            -
ADJUSTMENT FOR 100:1
  STOCK SPLIT                        -   491,050          -        -            -     (491,050)            -            -
NET LOSS                             -         -          -        -            -            -             -   (   58,017)
                             ---------  --------  ----------  ------  ------------  -----------  -----------  ------------
BALANCE, March 31, 2000      4,960,100  $496,010  $       -   67,500  $  (135,000)  $ 1,577,644  $         -  $(1,644,033)
                             =========  ========  ==========  ======  ============  ===========  ===========  ============
</TABLE>


          Read  certified  public  accountants'  review  report.
          The accompanying notes to financial statements are an integral part of
          these  statements.


<PAGE>
<TABLE>
<CAPTION>
                 BIOFILTRATION  SYSTEMS,  INC.
               (A  DEVELOPMENT  STAGE  COMPANY)
               --------------------------------
                  STATEMENTS  OF  CASH  FLOWS
                  ---------------------------
          CUMULATIVE  FROM  INCEPTION  AND  FOR  THE
        THREE  MONTHS  ENDED  MARCH  31,  2000 AND 1999
        -----------------------------------------------


                                       Cumulative
                                         during
                                       development
                                          stage         2000       1999
                                      -------------  ----------  ---------
<S>                                   <C>            <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Cash received from customers        $      2,000   $       -   $      -
  Cash paid for expenses                  (243,018)   ( 55,983)   ( 9,775)
  Cash paid for interest                  (  7,059)   (    443)   ( 2,381)
                                      -------------  ----------  ---------

    Net cash used by
      operations                          (248,077)   ( 56,426)   (12,156)
                                      -------------  ----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES

  Advances to related company             (493,410)   ( 40,000)         -
  Purchase of office equipment            (  3,377)          -          -
                                      -------------  ----------  ---------

    Net cash used by investing
      activities                          (496,787)   ( 40,000)         -
                                      -------------  ----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from sale of common
    stock                                  150,960           -          -
  Contributions of additional
    paid-in capital                         67,050           -          -
  Collections on due from
    stockholders                            37,500           -          -
  Collections on stock subscription
    receivable                             312,820     312,500          -
  Proceeds from related party
    notes payable                           51,214           -          -
  Proceeds from stockholder
    notes payable                          325,646       6,746      4,949
  Other                                     22,500           -          -
                                      -------------  ----------  ---------

    Net cash provided by
      financing activities                 967,690     319,246      4,949
                                      -------------  ----------  ---------

NET INCREASE (DECREASE) IN CASH            222,826     222,820    ( 7,207)

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

CASH, END OF PERIOD                   $    222,826   $ 222,826   $  1,913
                                      =============  ==========  =========
</TABLE>


                Read certified public accountants' review report.
                 The accompanying notes to financial statements
                    are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>
                       BIOFILTRATION  SYSTEMS,  INC.
                     (A  DEVELOPMENT  STAGE  COMPANY)
                     --------------------------------
                       STATEMENTS  OF  CASH  FLOWS
                       ---------------------------
               CUMULATIVE  FROM  INCEPTION  AND  FOR  THE
           THREE  MONTHS  ENDED  MARCH  31,  2000  AND  1999
           -------------------------------------------------

                                            Cumulative
                                              during
                                            development
                                               stage         2000        1999
                                            ------------  -----------  ---------

                          RECONCILIATION OF NET LOSS TO
                      CASH FLOWS FROM OPERATING ACTIVITIES
                      ------------------------------------
<S>                                         <C>           <C>          <C>
NET LOSS                                    $(1,644,033)     (58,017)  $(23,144)

RECONCILING ADJUSTMENTS

  Increase in other assets                   (    2,728)           -    (   202)
  Depreciation                                      945          270          -
  (Decrease) increase in accounts
    payable                                       7,965      ( 8,642)     3,380
  Increase (decrease) in accrued
    expenses                                      2,056        1,130    ( 1,043)
  Stock issued in lieu of interest                  866            -          -
  Stock issued for expenses                   1,400,020           20          -
  Treasury stock acquired by way
    of reduction of expenses                 (  185,000)           -          -
  Contribution of accrued interest
    to paid-in capital                          171,832        8,813      8,853
                                            ------------  -----------  ---------

CASH FLOWS FROM OPERATING
  ACTIVITIES                                $(  248,077)  $  (56,426)  $(12,156)
                                            ============  ===========  =========


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

INCREASE IN PAID-IN CAPITAL AND
  STOCKHOLDER NOTES PAYABLE THROUGH
  ADVANCES TO RELATED COMPANY               $    12,500   $        -   $      -
                                            ============  ===========  =========

INCREASE IN PAID-IN CAPITAL AND
  STOCKHOLDER NOTES PAYABLE THROUGH
  INCREASE IN DUE FROM STOCKHOLDER          $    37,500   $        -   $      -
                                            ============  ===========  =========

PURCHASE OF PATENT FOR RELATED
  PARTY DEBT                                $   470,000   $        -   $      -
                                            ============  ===========  =========

DECREASE IN ACCRUED INTEREST
  PAYABLE THROUGH CONTRIBUTION
  TO PAID-IN CAPITAL                        $   171,832   $    8,813   $      -
                                            ============  ===========  =========

ISSUE OF STOCK FOR ADVANCE TO
  RELATED COMPANY                           $        86   $       86   $      -
                                            ============  ===========  =========

ISSUE OF STOCK FOR DEPOSIT ON
  PURCHASE OF SUBSIDIARY COMPANY            $        20   $       20   $      -
                                            ============  ===========  =========
</TABLE>


                Read certified public accountants' review report.
                 The accompanying notes to financial statements
                    are an integral part of these statements.


<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                             MARCH 31, 2000 AND 1999
                             -----------------------


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Company  activities
-------------------

Biofiltration  Systems,  Inc.  (the  Company)  was  incorporated in the state of
Florida in December 1992.  The Company will operate as a manufacturer of modular
biofiltration  systems  for  the  treatment of a variety of waste waters.  It is
management's  intention  to  sell or lease these systems to customers worldwide.
Further,  the  Company  will  pursue other business opportunities as they arise.
Company  offices  are  located  in  Sarasota,  Florida.

For the period from inception (December 17, 1992) to March 31, 2000, the Company
has  been  in a development stage.  During this time management has been engaged
in  business planning activities and obtaining capital.  Operations are expected
to  commence  in  2000.

Successful  completion  of  the Company's development plan and its transition to
attaining  profitable  operations  is  dependent upon obtaining adequate working
capital  and achieving a level of sales necessary to support its cost structure.

The  recovery of the Company's assets is dependent upon the above future events.
The  outcome  of  these  events  is  uncertain.

Patent
------

The  patent  was  purchased  from a related company (see Note D) that originally
developed and recorded the patent.  The patent is recorded at its purchase cost.
Amortization  of  the  patent  over  its useful life will begin when the Company
commences  operations.

Use  of  estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  management  to make estimates and assumptions.
These  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities and disclosure of contingent  asset  and  liabilities  at  the  date
of  the  financial  statements and the reported amounts of revenues and expenses
during  the reporting period.  Actual results could differ from these estimates.

Start-up  costs
---------------

Costs  associated  with  the  start-up  costs  of  Company  operations have been
expensed  as  incurred.

Advertising  costs
------------------

Advertising  costs  are  expensed  as  incurred.


<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                             MARCH 31, 2000 AND 1999
                             -----------------------


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Stock  issue  and  promotion  expenses
--------------------------------------

It  is  the Company's policy to capitalize costs associated with the offering of
its  common  stock  to  outside  investors.  However,  due to the uncertainty of
recovery  these  costs  have  been  expensed  as stock promotion expenses in the
accompanying  financial  statements  (see  Note  F)

Deferred  income  taxes
-----------------------

Deferred  tax assets and liabilities are recognized for the estimated future tax
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
basis.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to  apply  to  taxable  income  in  the years in which those temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets  and liabilities of a change in tax rates is recognized in the period the
change  is  enacted.

Loss  per  common  share
------------------------

Loss  per  common  share is computed using the weighted average number of shares
outstanding  during  the  periods  presented  in  accordance  with  Statement of
Financial  Accounting  Standards  No.  128  Earnings  Per  Share.

Cash
----

For  the  purpose  of  the statements of cash flows, cash includes time deposits
with  original  maturities  of  three  months  or  less.

NOTE  B  -  NATIONAL  SALES  AGREEMENT

The  Company's  majority stockholders own another company that provides services
as  a  national  sales  agent  (see  Note  D).

In  1992,  the  Company  entered  into  an agreement whereby the related company
provides  exclusive national sales services.  The term of the agreement is for a
one  year  period,  automatically  renewable  for an additional one year period.
This  agreement  can  be  terminated  with  a  one  year notice by either party.


<PAGE>
                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                             MARCH 31, 2000 AND 1999
                             -----------------------


NOTE  B  -  NATIONAL  SALES  AGREEMENT  (continued)

Terms of the national sales agreement provide for the related company to be paid
30%  of  the  Company's retail sales and/or collected lease revenue, as defined.
Further,  in  accordance  with  the agreement and at its option, the Company may
advance  funds  against future commissions to the related company.  At March 31,
2000,  this  related  company  had  been  prepaid  $505,910 against future sales
commissions.

Realization of prepaid sales commission is dependent upon the Company generating
adequate  cash  flows  to  commence  and  sustain operations.  Additionally, the
national  sales agent must generate sufficient sales to earn these prepaid sales
commissions.  Management  anticipates both of these conditions will be achieved.

NOTE  C  -  STOCKHOLDER  NOTES  PAYABLE

Stockholder  notes  payable  consist  of  non-interest  bearing notes payable to
certain  stockholders.  Principal  is  payable from operating profits.  However,
based  on  written representation from the Company's majority stockholder, these
notes  payable  will  be  repaid prior to payment of sales commissions due sales
agent  (see  Note  B).  Repayments  will  be limited to not more than 50% of all
earned  sales  commissions  due  sales  agent.

In  lieu  of  interest  on the above notes, the stockholders received additional
stock  certificates.  An amount equal to the par value of the stock certificates
was  recorded as interest expense in the year the stock was issued.  Stockholder
notes  and  shares  of  stock  issued in lieu of interest (as restated for 100:1
stock  split)  amounted  to  the  following:

<TABLE>
<CAPTION>
                                         Common  stock
                                     ---------------------
                                                      Shares
                              Stockholder     Par       (in
       Period of issue           notes       value   hundreds)
----------------------------  ------------  -------  ---------
<S>                           <C>           <C>      <C>
Year ended December 31, 1993  $    102,500  $25,000     25,000
Year ended December 31, 1994        66,400   21,600     21,600
Year ended December 31, 1995        80,000   20,000     20,000
Year ended December 31, 1996        40,000    7,500      7,500
Year ended December 31, 1997        60,000   12,500     12,500
                              ------------  -------  ---------

                              $    348,900  $86,600     86,600
                              ============  =======  =========
</TABLE>


                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                             MARCH 31, 2000 AND 1999
                             -----------------------


NOTE  D  -  RELATED  PARTY  NOTES  PAYABLE

The  Company's majority stockholders own another company that developed and sold
a  patent  to  the  Company  for  $470,000  (see  Note A).  The Company issued a
$470,000  note payable to this related company in conjunction with the purchase.
Terms  of the note provide for interest at 7.5% per annum.  Principal and unpaid
interest  payments  on  this  note  shall  be  paid from no more than 50% of any
Company  net  profits,  as  defined.

Through  March  31,  2000,  the  Company's  majority stockholders have agreed to
assume  the  liability  for the interest accrued on the above note through March
31,  2000.  This assumption of the liability has been recorded as a contribution
to  additional  paid-in  capital  in  the  accompanying  financial  statements.

Additionally,  the related corporation described above has advanced funds to the
Company  under  an  unsecured,  revolving  promissory  note.  Terms of this note
provide  for interest at 8.5%, payable quarterly, with principal due on December
31,  2000.  At  March  31,  2000, the amount outstanding on this note payable is
$57,960.

NOTE  E  -  INCOME  TAXES

The  Company  has  a  deferred  tax asset of approximately $520,000 at March 31,
2000,  due  to  net  operating  losses  incurred  since  inception.  Temporary
differences giving rise to deferred tax assets consist primarily of the deferral
of  substantially all start-up expenses for income tax purposes.  Management has
provided  a  valuation  allowance  equal to the amount of deferred tax assets at
March  31,  2000.  This  is  due to the uncertainty of realization of the future
benefit  of  these deductions.  Therefore, for the periods presented there is no
benefit  for  income taxes recorded in the accompanying statement of operations.

NOTE  F  -  SPECIAL  SERVICES  AGREEMENTS

In  June  1998,  pursuant  to  a  stock  purchase  agreement, the Company issued
25,000,000  shares  of common stock for public relations and marketing services.
Subsequently,  the  purchaser  defaulted  on  the  terms  of  the  agreement and
9,250,000  shares  were  returned  to  the  Company.  These  shares of stock are
reflected  as  treasury  stock  in  the  accompanying  financial  statements.



                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                             MARCH 31, 2000 AND 1999
                             -----------------------


NOTE  F  -  SPECIAL  SERVICES  AGREEMENTS  (continued)

On  March  31,  1999,  the  Company  entered  into a cancelable special services
agreement  with  an  unrelated  active participation investor.  Pursuant to this
agreement,  the  investor  will  provide  various public relations and marketing
services  to the Company in exchange for the right to purchase 87,500,000 shares
of  the Company's stock for $1,000,000.  The purchase of these shares will occur
in stages, at varying per share prices ranging from $.0025 to $.20 per share. At
March  31,  1999,  the  shares  associated  with this agreement were recorded as
subscribed  common  shares.

In  accordance  with  the  above  agreement, upon collection of the subscription
price  for  the first stage, 25,000,000 shares of common stock were issued.  For
these  shares,  the  $812,500  difference between the fair value of the stock at
March  31,  1999,  and  its  selling price, has been recorded as stock promotion
expense.

On  or  about  September  1,  1999,  the  Company  was de-listed from the OTCBB.
Subsequently,  the  company  reduced  the  subscription  price  on the remaining
62,500,000  shares to $.005 per share.  In the accompanying financial statements
the  stock  subscription  receivable  was  adjusted  to  reflect  the  revised
subscription  price.

NOTE  G  -  TREASURY  STOCK

In  December  1998,  the  Company  canceled  a  stock  purchase agreement with a
purchaser  (see  Note  F).  As  a  result, 9,250,000 shares of common stock were
returned  to  the  Company.  The treasury stock is recorded at the original cost
per share of the stock transaction.  However, these shares are currently held in
an escrow account on behalf of the Company.  It is the intention and practice of
the  Company  that  these shares be held for future issuance to new investors or
for  future  services  to  be  provided.

NOTE  H  -  CAPITAL  STOCK

During  the  period  ended  March  31,  2000,  the  Company's Board of Directors
approved  an  increase  in  the Company's authorized common stock to 700,000,000
shares.  Par  value  of  the  Company's  stock  remained  at  $.001.

On  March 9, 2000, the Company's Board of Directors approved a 100:1 stock split
effective  March  31,  2000.  Shareholders  of  record  received  revised  share
certificates  on  April  15,  2000.

In  the  accompanying  financial  statements  common  stock  shares  have  been
retroactively  restated  to  reflect  the  100:1  stock  split  for  all periods
presented.



                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                             MARCH 31, 2000 AND 1999
                             -----------------------


NOTE  H  -  CAPITAL  STOCK  (continued)

In  March  2000,  the Company issued 2,000,000 shares of restricted common stock
for  professional  services to be rendered for the year ended December 31, 2000.
These shares have been recorded at par value due to the restricted nature of the
shares  and  the inability to determine the value of professional services to be
rendered.

NOTE  I  -  ADVANCE  TO  RELATED  COMPANY

On  March  31,  2000, the Company advanced 8,600,000 shares of restricted common
stock to Beachaccess.Net, Inc. (see Note K).  These shares of stock were used by
Beachaccess.Net,  Inc.  to acquire customer accounts, operating and fixed assets
of  three  internet  service  providers  and  a  computer  hardware distribution
operation.  The  purchase  documents  between  Beachaccess.Net,  Inc.  and  the
operators  provided  for a stock only purchase.  These operations are located in
North  and  South  Carolina.

At  March  31,  2000,  the  advance  of  Company  stock has been recorded in the
accompanying  financial  statements at the par value of common shares advance to
Beachaccess.Net,  Inc.

NOTE  J  -  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

Statement of Financial Accounting Standards No. 107 Disclosure about Fair Values
of  Financial  Instruments  requires  disclosure  of  fair  value  to the extent
possible  for  financial  instruments which are recognized in the balance sheet.
The  fair value disclosed herein is not necessarily representative of the amount
that  could  be realized or settled, nor does the fair value amount consider tax
consequences  of  realization or settlement.  The following summarizes financial
instruments  by  individual  balance  sheet  account  at  March  31,  2000:

<TABLE>
<CAPTION>
                                            Carrying           Fair
                                             amount            value
                                       ------------------  -------------
<S>                                    <C>                 <C>

Financial assets:
    Cash                               $          222,826  $     222,826
                                       ==================  =============
    Advance to related Company         $               86  $         (C)
                                       ==================  =============
    Deposit on purchase of subsidiary
      company                          $               20  $         (C)
                                       ==================  =============

  Financial liabilities:
    Accounts payable and
      accrued expenses                 $           32,521  $      32,521
                                       ==================  =============
    Stockholder notes
      payable                          $          348,900  $         (B)
                                       ==================  =============
    Related party notes
      payable                          $          527,960  $         (A)
                                       ==================  =============
</TABLE>


                           BIOFILTRATION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                             MARCH 31, 2000 AND 1999
                             -----------------------


NOTE  J  -  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  (continued)

The  carrying values of cash and accounts payable approximate their fair values.

(A)     Due  to  involvement  of related parties and the lack of either a stated
interest  rate or specific repayment date, the fair value of related party notes
payable  is  not  readily  determinable.

(B)     Because  the stockholder notes payable are non-interest bearing and have
no  specified  repayment  dates,  the  fair  value  is not readily determinable.

(C)     The carrying value of these assets has been recorded at the par value of
the  restricted  common  shares  issued or advanced.  These shares are presently
restricted as to sales and are non-marketable.  As such the fair value cannot be
determined.

NOTE  K  -  SUBSEQUENT  EVENTS

On  April 1, 2000, the Company signed a binding letter of intent to purchase all
of  the  outstanding  stock of Beachaccess.Net, Inc. (see Note I).  Terms of the
purchase  provide  for  issuance  of  21,250,000  of restricted and 3,750,000 of
unrestricted  shares of the Company's common stock to owners of Beachaccess.Net,
Inc.  As  of  March  31,  2000,  the  Company  has  issued  2,000,000  shares of
restricted common stock as a deposit on this transaction.  This deposit has been
recorded  in  the  accompanying  financial statements at the par value of common
stock.

Subsequent  to March 31, 2000, the Company issued 3,200,000 shares of restricted
common  stock  to  Beachaccess.Net, Inc. to acquire additional internet customer
accounts  from  various  internet  providers.



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 three month periods ended March 31, 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.

Results  of  Operations

     As of March 31, 2000, the Company has no sales from operations. The Company
intends  to  commence  operations  in  fiscal  2000 as a manufacturer of modular
biofiltration  systems  for  treatment of a variety of waste waters. The Company
intends  to  sell  these  systems  worldwide  and  also  intends to pursue other
business  opportunities  which  compliment  its  existing  business  plan.

     Since  its  inception  in December 1992 through March 31, 2000, the Company
has  been  in  the  development  stage.  During  this  period,  the  Company has
continuously  engaged  in  the planning and development of its business plan and
raising  capital.  The  Company's future success is wholly dependent upon proper
capitalization to enable the Company to achieve sales levels which would support
its  cost structure. Although the Company has raised certain investment capital,
there  can  be  no assurance that future investment capital will be available to
fully  implement  the  Company's  business  plan.

     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  retail  sales.

     Further,  in accordance with the agreement, the related company may be paid
commissions  in  advance  of  the  Company. To date, the Company has a credit of
$505,910  against  future  commissions.

     On  Mach  31,  1999, the Company entered into a cancelable special services
agreement  with  an  unrelated  active  participation investor. Pursuant to this
agreement,  the  investor  will  provide  various public relations and marketing
services  to the Company in exchange for the right to purchase 87,500,000 shares
of  the  Company's stock for $1,000,000. The purchase of these shares will occur
in stages, at varying per share prices ranging from $.0025 to $.20 per share. At
March  31,  1999,  the  shares  associated  with this agreement were recorded as
subscribed  common  shares.

     In accordance with the above agreement, upon collection of the subscription
price  for  the  first stage, 25,000,000 shares of common stock were issued. For
these  shares,  the  $812,500  difference between the fair value of the stock at
March  31,  1999  and  its  selling  price  has been recorded as stock promotion
expense.

     On  or  about September 1, 1999, the Company was de-listed from the OTC-BB.
Subsequently,  the  Company  reduced  the  subscription  price  of the remaining
62,500,000  shares  to $.005 per share. In the accompanying financial statements
the  stock  subscription  receivable  was  adjusted  to  reflect  the  revised
subscription  price.

     On  March  31,  2000,  the  Company advanced 8,600,000 shares of restricted
common  stock to purchase Beachaccess.net, Inc.  These shares of stock were used
by  Beachaccess.Net,  Inc.  to  acquire  customer  accounts, operating and fixed
assets  of three Internet service providers and a computer hardware distribution
operation.  The  purchase  documents  Beachaccess.Net,  Inc.  and  the operators
provided  for  a  stock only purchase. These operations are located in North and
South  Carolina.

Liquidity  and  Capital  Resources

     The  Company,  at  March  31,  2000, had $1,204,002 in assets.  Liabilities
consisting of  certain  accrued  expenses  totaled  $818,900.

     In  December  1998,  the Company canceled a stock purchase agreement with a
purchaser.  As  a  result, 9,250,000 shares of common stock were returned to the
Company.  The  treasury  stock is recorded at the original cost per share of the
stock transaction. However, these shares are currently held in an escrow account
on  behalf  of the Company. It is the intention and practice of the Company that
these shares be held for future issuance to new investors or for future services
to  be  provided.

     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 intends to complete its first
public  offering  of shares during 2000.  The Company's management believes that
sufficient  funds  will  be  raised from future operations so as to minimize the
need  for  future  equity  capitalization.

     In  addition,  management  of  the Company 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 begin to generate revenues from its anticipated products, 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 and when the
Company  completes  an  acquisition  or  merger.

                       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.

     None.

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  March  31,  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:  May 17, 2000                      By:  /s/  Alpha  J.  Keyser
                                              ----------------------------------
                                              Alpha J. Keyser, President and CEO
                                              (Principal  Executive  Officer)