SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
        -----------------------------------------------------------------


                                    FORM 10Q

                    QUARTERLY REPORT UNDER SECTION 13 OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934


         For Quarter Ended June 30, 1996 Commission File Number 1-9370


                              BIOPHARMACEUTICS, INC


                     DELAWARE                         13-3186327
            (State of Incorporation)     (I.R.S. Employer Identification No.)

    990 Station Road, Bellport, New York             11713
   (Address of Principal Executive Office)         (Zip Code)


        Registrant telephone number, including area code: (516) 286-5800

     Indicate the number of shares outstanding of each of the issuer's
                classes of common stock as of June 30, 1996.


                Class                           Outstanding
                -----                           -----------
         Common Stock - $.00l Par Value          39,877,922


Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 of the  Securities  and  Exchange  Act of 1934 during the
preceding  twelve  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 ninety days. Yes __X__ No _____



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                             BIOPHARMACEUTICS, INC.

                                      INDEX


PART I     Financial Information

Item 1.    Financial Statements

           Consolidated Condensed Balanced Sheet
           June 30, 1996 (Unaudited) and September 30, 1995 (Audited)
          
           Consolidated Statements of Operations
           Three Months and Nine Months Ended June 30, 1996 and 1995 (Unaudited)

           Consolidated Statements of Shareholders' Equity
           (Deficiency in Assets) for the Nine Months Ended June 30, 1996
           
           Consolidated Condensed Statement of Cash Flows for the Nine Months
           Ended June 30, 1996 and 1995
                
           Notes to Condensed Financial Statements (Unaudited)


Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations


PART II


Item 6.    Reports on Form 8-K:  None.



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ITEM 1.  FINANCIAL STATEMENTS

                             BIOPHARMACEUTICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET

                                                June 30,         September 30,
                                                  1996                1995
                                              (Unaudited)          (Audited)
                                               ----------         ----------  
                                     ASSETS
   Current assets:
      Cash                                    $   86,271          $   86,664
      Trade receivables, less allowance for
        doubtful accounts                        654,884             268,957
      Inventories                                766,128             493,671
      Prepaid expenses and other assets           90,001              27,953
                                              ----------          ----------

            Total current assets               1,597,284             877,245

   Property, plant and equipment, at cost,
      net of accumulated depreciation            374,715             443,267
   Trademarks and patents                      3,753,244                 ---
   Licensing costs, net of accumulated
     amortization                                 66,701              70,301
   Sundry                                         27,910              30,119
                                              ----------          ----------

                                              $5,819,854          $1,420,932
                                              ==========          ==========
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                             (DEFICIENCY IN ASSETS)
   Current liabilities:
     Accounts payable                         $1,468,354         $l,027,865
     Accrued expenses                            758,484          1,043,676
     Customer credit balances                    337,937            196,320
     Medicare judgment payable                       ---             50,000
     Current maturities of long-term debt        410,100            190,000
                                              ----------         ----------     
                                                              
         Total current liabilities             2,974,875          2,507,861

   Long-term debt                                313,773            130,982
   Convertible debentures payable              1,000,000          1,000,000
   Promissory note payable                     2,000,000                ---

   Shareholders' equity:
     Common Stock - par value $.00l per share
       Authorized - 50,000,000 shares
       Issued - 40,291,650 shares, 
         26,535,750, in 1995                      40,292             26,536
     Additional paid-in capital               29,686,068         27,149,038
     Deficit                                 (28,691,268)       (27,889,599)
                                              ==========         ==========
                                               1,035,092           (714,025)

 Less Treasury Stock, at cost
  (413,728 shares)                              (944,612)          (944,612)
  Notes receivable from officers
   and employees                                (559,274)          (559,274)
                                              ----------         ----------
                                                (468,794)        (2,217,911)
                                              ----------         ----------
                                              $5,819,854         $1,420,932
                                              ===========        ==========


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


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                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>
                                           Three Months Ended           Nine Months Ended
                                                 June 30,                    June 30,
                                         1996              1995         1996         1995
                                                        (Restated)                (Restated)
<S>                                     <C>               <C>             <C>         <C>
Revenues:
 Sales                                 $1,165,917      $  190,927     $2,247,854   $1,201,864

Costs and expenses:
 Cost of sales                            875,956         428,546      2,123,997    1,710,682
 Selling, general and administrative      282,247         326,308        834,846      939,752
 Amortization of licenses                  24,900         116,046         26,700      402,138
                                        ---------      ----------     ----------   ----------

                                        1,183,103         870,900      2,985,543    3,052,572
                                          (17,186)       (679,973)      (737,689)  (1,850,708)
Other income (deductions):
 Other Income 

 Interest expense (including               62,500             ---         67,500          ---
  interest to officer)                    (93,772)        (40,205)      (165,772)    (112,205)
                                        ----------      ----------     ----------   ---------- 
                                          (31,272)        (40,205)       (98,272)    (112,205)

Net (loss) from continuing
 operations                               (48,458)       (720,178)      (835,961)  (1,962,913)
                                      
Discontinued operations:
 Operating profit (loss)                   50,000         220,196         34,292      874,868
                                       ----------      ----------     ----------   ----------

Net income (loss)                     $     1,542      $ (499,982)    $ (801,669) $(1,088,045)
                                      ===========      ==========     ==========   ==========

Primary income (loss) per share:
 Continuing operations                     $(0.00)        $(0.03)        $(0.03)      $(0.08)
 Discontinued operations                     0.00           0.01           0.00         0.04
                                             ----           ----           ----         ----
                                           $ 0.00          $(.02)        $(0.02)      $(0.05)
                                             ====           ====           ====         ====


Average shares outstanding             39,207,922     24,431,056     32,472,730   23,133,984
 
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

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                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                                   (UNAUDITED)

                         NINE MONTHS ENDED JUNE 30, 1996


<TABLE>
<CAPTION>
                                         Common  Stock        Additional                               Notes Receivable
                                      Number of      Par       Paid-In                     Treasury      Officers &
                                       Shares       Value      Capital         Deficit     Stock         Employees        Total
                                      --------      ------   -----------       --------   --------    ---------------- ----------
<S>                                     <C>          <C>        <C>          <C>           <C>           <C>            <C>
Balance, September 30, 1995         26,535,750     $26,536   $27,149,038  $(27,889,599)  $(944,612)      $(559,274)    $(2,217,911)

Shares issued in connection
  with the Company's Regulation
  S offering, net of related
  expenses                          13,485,900      13,486     2,448,200           ---         ---             ---       2,461,686

 Shares issued in connection with
   the Company's acquistion of
   feminine hygiene product line        27,000         270        88,830           ---         ---             ---         (89,100) 

Net loss for six months 
   ended June 30, 1996                     ---         ---           ---      (801,669)        ---             ---        (801,669)
                                                                                                                          
                                    ----------     -------   -----------  ------------   ---------      ----------       ---------

Balance, June 30, 1996              40,291,650     $40,292   $29,686,068  $(28,691,268)  $(944,612)      $(559,274)      $(468,794)
                                    ==========     =======   ===========  ============   =========      ==========       =========

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


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                             BIOPHARMACEUTICS, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                   INCREASE (DECREASE) IN CASH AND EQUIVALENTS
                                   (UNAUDITED)
                           NINE MONTHS ENDED JUNE 30,
<TABLE>
 <CAPTION>
                                                              1996          1995
<S>                                                         <C>          <C>
                                                            ----------   ----------
Cash flows from operating activities:
Loss from continuing operations                            $ (835,961)  $(1,962,913)
Profit (loss) from discontinued operations                     34,292       874,868
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
 Depreciation and amortization                                 182,700       585,378
Changes in certain assets and liabilities:
 Accounts receivable                                          (385,927)   (1,149,300)
 Inventories                                                  (272,457)      372,220
 Other current assets                                          (62,048)     (128,509)
 Other assets                                                   (2,710)       14,363
 Accounts payable and accrued expenses                         157,827      (272,853)
 Customer credit balances                                      141,617           ---
 Accounts payable transfered to current maturities---LTD       285,100           ---
 Accounts payable transferred to long term                     182,791           ---
 Payment against settlement of litigation                      (65,000)      (50,000)
 Payment against Medicare settlement                           (50,000)          ---
                                                            ----------    ----------

Net cash provided by (used in) operating activities           (689,776)   (1,716,746)
                                                            ----------    ----------
Cash flows from investing activities:
Purchase of property plant and equipment                       (89,978)      (22,773)
Trademarks and tradenames acquired                          (3,682,325)         ---
                                                            -----------   ----------
Net cash provided by (used in) investing activities         (3,772,303)      (22,773)
                                                            -----------   ----------

Cash flows from financing activities:
Proceed of Company's Regulation S
 offering, net of related expenses                           2,461,686     1,777,901
Proceeds from sale of warrants                                     ---        31,062
Promissory note issued in trademark acquisition              2,000,000           ---
                                                            ----------    ----------

Net cash provided by (used in) financing activities          4,461,686     1,808,963
                                                            ----------     ---------
Net change in cash                                                (393)       69,444
Cash at beginning of period                                     86,664       129,004
                                                           -----------     ---------

Cash at end of period                                      $    86,271    $  198,448
                                                           ===========    ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

                                       


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                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                  JUNE 30, 1996



A.       Consolidated Condensed Financial Statements

         The  Consolidated  Condensed  Balance Sheet as of June 30, 1996 and the
Consolidated  Condensed  Statement of  Operations  for the period ended June 30,
1996 and 1995 and the Consolidated  Condensed Statement of Shareholders'  Equity
for the nine month period ended June 30, 1996, and the  Consolidated  Statements
of Cash Flows for the periods ended June 30, 1996 and 1995 have been prepared by
the Company without audit. In the opinion of Management,  all adjustments (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial  position,  results of operations  and cash flows at June 30, 1996 and
for all periods presented have been made.

         For  information   concerning  the  Company's  significant   accounting
policies and Basis of  Presentation,  reference is made to the Company's  Annual
Report on Form 10-K for the year ended September 30, 1995. Results of operations
for the  period  ended  June 30,  1996  are not  necessarily  indicative  of the
operating  results to be expected for the full year and such results are subject
to year-end adjustment and independent audit.

     The Consolidated  Financial  Statements include the accounts of the Company
and its wholly-owned  subsidiaries.  All significant  inter-company accounts and
transactions have been eliminated in consolidation.  The Consolidated Statements
of Operations for all periods reflect the ongoing operations of the Company.

B.       Restatement of Prior Year's Statement of Operations

         Prior year's Consolidated  Statement of Operations has been restated to
confirm to write-off of Biopharm  Lab,  Inc. to  discontinued  operations in the
Company's audited financial statements at September 30, 1995.



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

                  LIQUIDITY AND CAPITAL RESOURCES

                  The Company has financed its  operating  requirements  for the
last four years primarily by the issuance of common shares; $2,384,806 in fiscal
year 1993,  $4,433,790 in 1994,  $2,054,722 in 1995 and  $2,461,686 in the first
half of 1996,  convertible  debentures of $800,000 in 1992 and the settlement of
claims  against past  management of $924,076 in 1992.  As of June 30, 1996,  the
Company had cash of approximately $86,000.

                  The Company  completed its  acquisition of a product line from
London  International US Holdings,  Inc. ("LUISH) which should generate sales in
excess of the Company's 1995 total sales and should generate substantial working
capital to the Company.  The cost of $3,600,00 was financed by a combination  of
Regulation  S common  stock  sales and notes  for  $2,000,000  to be paid over a
number of years. The brands being acquired have been on the market for more than
ten years  each and are being sold  under the names of  Vaginex(R),  Koromex(R),
Koroflex(R) and  Feminique(R).  LIUSH is the largest condom  manufacturer in the
U.S.  and had  decided  to  sell  it's  Feminine  Hygiene  brands  in  order  to
concentrate its efforts on its core business.

                Sales of these  brands  are being made to food and drug  chains,
drug  wholesalers, distributors and the U.S. military. The Company  will use the
former Treo  reps  to  sell  the  newly acquired  lines. All of the  ten  former
rep organizations  have  already  agreed  to sell  the Feminine  Hygiene Product
Lines. Each  of  these  rep  organizations  already  calls  on  the key accounts
carrying the lines.  The  Company  expects its reps to expand sales of the lines
by making a more concerted effort that that previously  made by LIUSH, expanding
the customer  base and by receiving  greater upport from Quality Health Products
in promoting the products.

               The Company  also anticipates that the approval of the additional
seven  products  by  the  Food and Drug  Administration  ("FDA") in 1995,  which
increased the number of products  manufactured by the Company for its customers,
and with the addition of three  significant  new customers,  should  enable  the
Company to increase sales and provide a basis for profitability in fiscal 1996.

              The Company believes that the foregoing, along with the additional
capital  raised  through  March  1996  will  be  adequate  to meet  its  current
objectives.  Sinking fund  requirements  for the convertible  debentures in 1996
should be satisfied by either  refunding or  conversion of the  debentures  into
common stock.

               RESULTS OF OPERATIONS

               Sales for the quarter ended June 30, 1996 totaled  $1,165,917, an
increase of 510% over restated sales of $190,927 for the third quarter  in 1995.
The increase was primarily attributed to the new  product line acquired on March
15, 1996 from London  International U.S.  Holdings,  Inc.  Sales for nine months
increased  $1,046,000  to $2,247,854   compared to $1,201,864 in the prior year.
Sales for the prior quarter totaled $625,000.
                  
               Gross  profit for the quarter improved to a positive 25% compared
to a  negative 124%  for the comparable  quarter in 1995. Margins for  the prior
quarter  totaled a  positive 2%. On a nine  month basis, gross profit totaled  a
positive  5.5%  versus  a negative  42% for the nine months ended June 30, 1995.
Negative margins were attributed to sales levels not being high enough to absorb
fixed overheads in manufacturing.

               Selling,   general and   administrative   expenses  decreased  to
$282,247  versus  $326,308 in the comparable  quarter due primarily to legal and
accounting expenses in the quarter. For the nine month period, selling,  general
and  administrative  expenses  dropped  $104,906 to $834,846  due to lower legal
expenses in the first quarter.  Amortization of licenses  declined from $116,046
in the 1995  quarter to $24,900 due to the  write-off  of the Amswiss  rights in
September 1995.

               Interest  expense  increased from $40,205 in the third quarter of
1995 to $93,722  in  the current  quarter  due to  financing  $2,000,000  of the
acquisition  cost of the  product line  purchased from London International U.S.
Holdings, Inc.
                                                          




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<PAGE>










                                   SIGNATURES



               Pursuant  to the  requirements of  Section  13 of the  Securities
and Exchange Act of1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.





                                 /s/ Edward Fine
                              --------------------
                             BIOPHARMACEUTICS, INC.
                                   REGISTRANT

             By: EDWARD FINE, President and Chief Executive Officer







                              /s/ William C. Kugler
                              --------------------
                                WILLIAM C. KUGLER
                   Vice President and Chief Financial Officer







Dated: August 14,1996



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