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, 1997        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, 1997.


                    Class                     Outstanding

         Common Stock - $.001 Par Value        10,540,284


     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 
                                           -----      -----




                                       1
<PAGE>








                             BIOPHARMACEUTICS, INC.

                                     INDEX
                                     -----






PART I     Financial Information

 Item 1.   Financial Statements

           Consolidated Condensed Balance Sheet
           June 30, 1997 (Unaudited) and September 30, 1996 (Audited)

           Statements of Operations
           Three Months and Nine Months Ended June 30, 1997 and 1996 (Unaudited)

           Consolidated Statement of Shareholders' Equity
           for the Nine Months Ended June 30,, 1997  (Unaudited)

           Consolidated Condensed Statement of Cash Flows
           for the Nine Months Ended June 30, 1997 and 1996 (Unaudited)

           Notes to Condensed Financial Statements (Unaudited)

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

PART II

 Item 1.   Legal Proceedings

 Item 6.   Reports on Form 8-K:

          







                                       2
<PAGE>







ITEM 1.  FINANCIAL STATEMENTS
         --------------------

                             BIOPHARMACEUTICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>

                                                                         June 30,          September 30,
                                                                            1997                1996
                                                                        (Unaudited)          (Audited)
                                                                        -----------         -----------
<S>                                                                     <C>                 <C>
                                 ASSETS
   Current assets:
     Cash                                                               $  128,470          $    44,775
     Trade receivables, less allowance for
        doubtful accounts                                                1,392,432             587,457
     Note receivable                                                           0                150,000
     Inventories                                                           624,345              538,359
     Prepaid expenses and other assets                                     387,408              136,839
                                                                        ----------           ----------
                                  Total current assets                   2,532,654            1,457,430

   Property, plant and equipment, at cost,
      net of accumulated depreciation                                    1,077,775             333,653
   Investment in restricted securities                                     250,750              250,750
   Intangible assets, at cost, net of accumulated amortization          10,928,343           3,677,225
   Licensing costs, net of accumulated amortization                         47,201               64,901
   Sundry                                                                   62,864               32,729
                                                                       -----------          -----------
                                                                       $14,899,587           $5,816,688
                                                                       ===========           ==========
                 LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
       Accounts payable-trade                                          $ 2,016,404           $  938,577
       Accounts payable-other                                            4,900,000                   0 
       Accrued expenses                                                    599,174              727,238
       Short term notes payable                                          1,500,000                   0  
       Current maturities of long-term debt                              1,286,860             732,100
                                                                        ----------           ----------
                                  Total current liabilities             10,302,438            2,397,915

   Long-term debt                                                        1,897,023            1,622,792
   Convertible debentures payable                                        1,679,941            1,402,941

   Shareholders' equity:
       Common Stock - par value $.00l per share
         Authorized - 75,000,000 shares
          Issued - 10,540,284 shares, 10,217,770, 1996                      42,094               40,871
       Additional paid-in capital                                       30,062,565           29,771,461
       Deficit                                                         (27,578,587)         (27,915,406)
                                                                        ----------           ----------
                                                                         2,526,072            1,896,926
   Less Treasury Stock, at cost
                  (413,728 shares)                                        (944,612)            (944,612)
         Notes receivable from officers and employees                     (559,274)            (559,274)
                                                                        ----------           ----------
                                                                         1,022,186              393,040
                                                                        ----------           ----------
                                                                       $14,899,587           $5,816,688
                                                                       ===========           ==========
<FN>
                       The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


                                       3
<PAGE>







                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              Three Months Ended                 Nine Months Ended
                                                                   June 30,                            June 30, 
                                                             1997             1996             1997              1996
                                                          ----------      ----------       ----------          ----------
<S>                                                       <C>             <C>               <C>                <C>
Revenues:
  Net sales                                               $1,884,033     $1,165,917       $4,643,514          $2,247,854

                                                          ----------     ----------       ----------          ---------
Costs and expenses:
  Cost of sales                                            1,028,776        875,956        2,644,751           2,123,997
  Selling, general and
    administrative                                           461,692        282,247        1,025,654             834,846
  Amortization of intangibles                                 48,000         24,900          144,000              26,700
 
                                                           ---------      ---------        ---------           ----------
                                                           1,538,468      1,183,103        4,114,738           2,985,543
                                                           ---------      ---------        ---------          -----------
                                                             345,564       ( 17,186)         528,776           ( 737,689)
Other income (deductions):
  Other income                                                     0         62,500                 0              67,500
  Interest expense (including
    interest to officer)                                    ( 90,651)       (93,772)         (241,954)           (165,772)
                                                          ----------     ----------        ----------          ----------
                                                             (90,651)       (31,272)         (241,954)           (98,272)
                                                          -----------    -----------       -----------         -----------
Net income (loss) from
  continuing operations                                      254,913       ( 48,458)          286,822            (835,961)

Discontinued operations:
  Operating profit                                                 0         50,000                 0              34,292
                                                                     
                                                           ----------     ----------        ----------          ----------
Net income (loss)                                          $ 254,913      $   1,542         $ 286,822           $(801,669)
                                                          ==========     ==========         ==========         ==========

Income (loss) per Share
  Continuing operations                                        $0.02         $ 0.00             $0.03              $(0.10)
                                                               =====         ======             =====              =======

Primary income (loss) per share
  Continuing operation                                         $0.02         $ 0.00             $0.03              $(0.10)
  Discontinued operations                                       0.00           0.00              0.00                0.00 
  Net income (loss)                                            $0.02         $ 0.00             $0.03              $(0.10)

Average shares outstanding                                10,540,284       9,801,998       10,540,284            8,118,183


<FN>

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

                                       4
<PAGE>




                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                                   (UNAUDITED)

                         NINE MONTHS ENDED JUNE 30, 1997

<TABLE>
<CAPTION>


                                        Common  Stock    Additional
                                    Number of     Par      Paid-In                   Treasury     Notes Receivable
                                     Shares      Value     Capital       Deficit       Stock     Officers & Employees     Total
                                   ---------    -------  -----------  -------------  ---------   --------------------   --------
<S>                                <C>          <C>       <C>         <C>            <C>         <C>                      <C>
Balance, September 30, 1996        40,871,078   $40,871  $29,771,461   $(27,915,406) $(944,612)      $(559,274)         $393,040

Shares issued in exchange
  for convertible debentures        1,200,000     1,200      298,800            ---        ---             ---           300,000


Reverse 1 for 4 stock split
  Retirement of existing shares   (42,071,078)
  Issuance of new shares           10,517,770


Shares issued in payment of fees       22,514         23        42,304                                                    42,327 

Net income for the nine months
  ended June 30, 1997                     ---       ---          ---        286,822           ---             ---        286,822   
                                   ----------   -------  ----------    ------------  ---------       ---------          --------

Balance, June 30, 1997             10,540,284   $42,094  $30,112,565   $(27,628,584) $(944,612)      $(559,274)       $1,022,189
                                   ==========   =======  ===========   ============  =========       =========        ==========

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

                                       5
<PAGE>




                             BIOPHARMACEUTICS, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                   INCREASE (DECREASE) IN CASH AND EQUIVALENTS
                                   (UNAUDITED)
                           NINE MONTHS ENDED JUNE 30,

                                                    1997                 1996
                                               ----------            ----------
Cash flows from operating activities:
Income (loss) from continuing operations        $  286,822          $  (835,961)
Profit (loss) from discontinued operations            ---                34,292 
Adjustments to reconcile net income (loss) to
    net cash provided by (used in)
    operating activities:
       Depreciation and amortization              114,227               182,700
Changes in certain assets and liabilities:
    Accounts receivable                          (804,975)             (385,927)
    Notes receivable                              150,000
    Inventories                                  (150,951)             (272,457)
    Other current assets                         (250,569)              (62,048)
    Other assets                                   12,435                (2,710)
    Accounts payable and accrued expenses       1,046,946)              625,718
    Customer credit balances                          ---               141,617
    Payment against settlement of litigation                            (65,000)
    Payment against Medicare settlement               ---               (50,000)
                                               ----------            ----------
Net cash provided by (used in)
    operating activities                          403,935             ( 689,776)
                                               ----------            ----------
Cash flows from investing activities:
Purchase of property plant and equipment         (744,122)              (89,978)
Trademarks and tradenames acquired             (7,251,118)           (3,682,325)
                                               ----------            ----------
Net cash provided by (used in)
    investing activities                       (7,995,240)           (3,772,303)
                                               ----------            ----------
Cash flows from financing activities:
Proceed of Company's Regulation S
    offering, net of related expenses             575,000             2,461,686
Short term debt incurred                        7,550,000             2,000,000
Repayments of long-term debt                    ( 450,000)                  ---
Net cash provided by (used in)
    financing activities                        7,675,000             4,461,686
                                               ----------            ----------
Net change in cash                                 83,695                 ( 393)
Cash at beginning of period                        44,775                86,664
                                               ----------            ----------
Cash at end of period                            $128,470              $ 86,271
                                               ==========            ==========


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



                                       6
<PAGE>




                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                 JUNE 30, 1997



A.   Consolidated Condensed Financial Statements

     The  Consolidated  Condensed  Balance  Sheet as of June 30,  1997 and the
Consolidated  Condensed  Statement of Operations  for the period ended June 30,
1997 and 1996, and the Consolidated  Condensed Statement of Shareholders' Equity
for the nine month period ended June 30,1997, and the  Consolidated  Statements
of Cash Flows for the periods  ended June 30, 1997 and 1996 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, 1997
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, 1996.  Results of operations for the
period  ended June 30, 1997 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.

     In June of 1997 the Company had a reverse 1 for 4 stock split, the 1996 
earnings per share have been restated to reflect this split.

     The Consolidated Financial Statements include the results of the operations
of Caribbean Medical Testing Center,  Inc. ("CMT") from June 2, 1997, the formal
acquistion date. The Company is required to make a final payment of $4.9 million
on  or  before  September  15,  1997.  The  Company  has  received  Subscription
Agreements  through  a  private  placement  for an  amount in excess of the $4.9
million  required.  If for some  unforeseen  reason  the  funds  are not are not
received and/or the final payment is not made, the transaction could be canceled
by the selling party.  In the unlikely  event that were to occur,  revenues and
income or loss for the three months and nine months ended June 30, 1997, as well
as all of the expense items entering into those  calculations  would be revised,
and the revised Revenue and Income or Loss would be as follow:

                    Three Months                       Nine Months
                    Ended June 30,                     Ended June 30,
               1997             1996                1997            1996
               ----             ----                ----            ----

Revenues     $ 1,251,963    $ 1,165,917         $ 4,011,444     $ 2,247,857

Net Income (Loss)
from Continuing 
Operations   $    13,827    $   (48,458)        $   197,039     $  (835,961)

Profit from Discontinued
Operations   $         0    $     50,000        $         0      $    34,292

Net Income
(Loss)       $  (63,274)    $      1,542        $    (31,365)    $  (801,669)   

                                7
<PAGE>






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 three
years primarily by the issuance of common shares; $4,433,790 in 1994, $2,054,722
in 1995,  and  $2,547,658 in 1996. As of June 30, 1997,  the Company had cash of
approximately $128,470.

     As a result of the United States District  Court's decision on December 20,
1995,  the  Company's  license for Treo had been  terminated  and  therefore the
Company wrote-off assets associated with Treo as a discontinued  operation as of
September 30, 1995. On December 13, 1996 the Company's subsidiary, Biopharm Lab,
Inc. (the  distributor  of Treo),  filed a Chapter 7 Bankruptcy  Petition in the
United States District Court, Eastern District.

     The  Company  completed  its  acquisition  of a product  line  from  London
International U.S. Holdings, Inc.(LIUSH) which has previously generated sales in
excess of the Company's 1995 total sales and should generate substantial working
capital to the Company.  The cost of approximately  $3,600,000 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  acquired  have been on the market for
more  than ten years  each and are sold  under  the  names  Vaginex*,  Koromex*,
Koroflex*,  and Feminique*.  LIUSH is one of the largest condom manufacturers in
the  U.S.  and had  decided  to sell its  Feminine  Hygiene  brands  in order to
concentrate its efforts on its core business.

* REGISTERED TRADEMARK


     The Company also  anticipates  that the approval of additional  products by
the FDA in fiscal year 1997,  which will increase the number of products offered
to its pharmaceutical customers and the addition of three new customers,  should
increase sales and provide a basis for profitability in fiscal 1997.
 
    The Company believes that the foregoing,  along with the additional capital
raised through  June 1997 will be adequate to meet its current  objectives.
Sinking fund  requirements in the convertible  debentures in 1996 were waived by
the holder and eliminated in the conversion of the debentures to a new series on
December 15, 1996.

     Subject  to closing  the  Company  has an  agreement  to acquire  Caribbean
Medical Testing Center, Inc. ("CMT") in Puerto Rico wich will be effective as of
June 2, 1997. Ths Consolidated  Financial  Statements include the results of CMT
for the month of June 1997, althouugh the final payment required by the contract
may not be made until September 15, 1997, the last day provided for such payment
in the contract.

     RESULTS OF  OPERATIONS 
     ----------------------

     Revenues  for the  third  quarter  ended  June  30,  1997  were  $1,884,033
representing  an increase of 61.8% over the  $1,165,917 in the  comparable  1996
quarter. Revenues for the prior quarter ended March 31, 1997 totaled $1,500,983.
For the nine  months  ended  June 30,  1997,  sales  totaled  $4,643,514  versus
$2,247,854  in the nine month  period  ended June 30,  1996.  Sales of  Feminine
Hygine  products  for the quarter  increased  to $760,384  from  $746,648 in the
previous  year, a 1.8% increase over the comparable  quarter.  Sales of Feminine
Hygieneducts  for the first nine months totaled  $2,455,936  versus $837,105 for
the comparable nine months. Sales of pharmaceutical products increased 17.2% for
the  quarter to $491,577 to the  $419,269  shipped in 1996.  For the nine months
ended  June  30,  1997  pahrmaceutical  sales  totaled  $1,555,509  compared  to
$1,410,748  shipped  in  1996.  Revenues  from  CMT,  acquired  in June of 1997,
contributed $632,070 to the Company's quarterly revenues.

                                        8
<PAGE>


     Gross margin for the quarter was 45% compared to 25% in the comparable 1996
quarter.  Gross  margin for the prior  quarter  totaled 33%. For the nine months
ended June 30, 1997 and 1996, gross margin was 39% and  5.5% respectively.
 
     Selling,  general and  administrative  expenses  increased to $509,692 from
$282,247 in the fiscal 1996 quarter due  primarily  to selling  expenses for the
feminine hygiene product line which was only acquired in the comparable quarter.
For the nine months selling,  general and  administrative  expenses increased to
$1,282,560  vs.  $834,846 in the  comparable  nine  months for similar  reasons.
Amortization of intangibles  primarily represents  trademarks and tradenames for
the feminine hygiene line which was acquired in March 1996.

     Interest  expense of $90,651 for the quarter  includes the financing of the
feminine hygiene acquisition and interest expense of the convertible debentures.
Interest  expense  for  the  comparable   quarter   represented  only  debenture
obligations.  For the nine  months  ended  June 30,  1997,  interest  expense of
$241,954 included the financing of the acquisition,  interest on the convertible
debentures  and  adjustment  for  prior  interest  accrued  which  was no longer
payable.



PART II   Other Information


 Item 1.  Legal Proceedings

     Amswiss Scientific,  Inc.--Amswiss Scientific,  Inc. (Amswiss) commenced an
action against the Company in the U.S.  District Court for the southern district
of New York on December 16, 1996.  Amswiss  asserted a claim for an amount to be
ascertained  at trial,  but  believed  by  Amswiss  to be at least  two  million
dollars,  plus cost and attorney's  fees arising from the alleged failure of the
Company  to file a  Registration  Statement  with the  Securities  and  Exchange
Commission for certain shares and warrants of the Company owned by Amswiss.

 Item 2.   Changes in Securities-Not applicable

 Item 3.   Default upon Senior Securities-Not applicable

 Item 4.   Submission of materials to a vote of security holders-Not applicable

 Item 5.   Other information-Not applicable.

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

           Exhibits - None

           Reports on Form 8-K:

               Statement of Gross  revenues and related costs related to the
               acquistion of the feminine hygine line filed April 30, 1997

               Letter of intent to acquire  Caribbean  Medical  Testing  Center 
               Inc.    filed June 5, 1997

               Resignation of William Kugler   filed August 1, 1997

                                       9
<PAGE>







                                   SIGNATURES



     Pursuant to the  requirements  of Section 13 of the Securities and Exchange
Act of 1934,  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/ Vincent H. Pontillo
                              -------------------------
                                  Vincent H. Pontillo
                                     Controller              




Dated: August 15, 1997



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