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 December 31, 1997           Commission File Number 0-11750


                             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 December 31, 1997



               Class                                Outstanding
               =====                                ===========

    Common Stock - $.00l Par Value                   16,816,732


     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


                                                                    Page
PART I   Financial Information            

   Item 1.  Financial Statements

            Consolidated Condensed Balance Sheet
              December 31, 1997 (Unaudited) and
              September 30, 1997 (Audited)                            3

            Statements of Operations
              Three Months Ended December 31, 1997
              and 1996(Unaudited)                                     4

            Consolidated Statement of Shareholders' Equity
              for the Three Months Ended December 31, 1997            5

            Consolidated Condensed Statement of Cash Flows
              for the Three Months Ended 
              December 31, 1997 and 1996                              6

            Notes to Condensed Financial Statements (Unaudited)       7

   Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                     8

PART II  Other Information

   Item 1.  Financial Statements                                      9

   Item 2.  Changes in Securities                                     9

   Item 3.  Default upon Senior Securities                            9

   Item 4.  Submission of materials to a
              vote of security holders                                9

   Item 5.  Other Information                                         9

   Item 6.  Exhibits and Reports on Form 8-K                          9



                                       2
<PAGE>


ITEM 1.  FINANCIAL STATEMENTS

                             BIOPHARMACEUTICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                   December 31,   September 30,
                                                                       1997            1997
                                                                    (Unaudited)     (Audited)
                                                                  ------------   ------------
<S>                                                                <C>            <C>
                                     ASSETS

   Current assets:
      Cash                                                         $   219,151     $  502,304
      Trade receivables, less allowance for
        doubtful accounts                                            1,298,341      1,430,110
      Inventories                                                      617,808        603,134
      Prepaid expenses and other assets                                430,280        312,983
                                                                   -----------     ----------
               Total current assets                                  2,568,580      2,848,531

   Property, plant and equipment, at cost,
      net of accumulated depreciation                                1,190,100      1,164,462
   Investment in restricted securities                                 250,750        250,750
   Intangible assets, at cost, net of accumulated amortization      11,760,325     11,951,677
   Licensing costs, net of accumulated amortization                     46,301         46,301
   Sundry                                                               40,929         68,865
                                                                   -----------    -----------
                                                                   $15,853,985    $16,330,586
                                                                   ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

   Current liabilities:
       Accounts payable-trade                                      $ 1,343,071    $ 1,309,344
       Accrued expenses                                                961,584        934,564
       Obligation Related to Settlement of Litigation                      -0-        250,000
       State Income Taxes Payable                                       90,000         90,000
       Current maturities of long-term debt                          4,812,824      4,812,824
                                                                   -----------    -----------
               Total current liabilities                             7,207,479      7,396,732
                                                                   -----------    -----------

   Long-term debt                                                    3,316,626      4,005,689
                                                                   -----------    -----------
   Convertible debentures payable                                      575,000        575,000
                                                                   -----------    -----------
   Shareholders' equity:
       Common Stock - par value $.00l per share
         Authorized - 75,000,000 shares
          Issued - 16,816,732 shares                                    16,817         16,817
       Additional paid-in capital                                   33,710,648     33,710,648
       Deficit                                                     (27,468,699)   (27,870,414)
                                                                   -----------    -----------
                                                                     6,258,766      5,857,051
   Less Treasury Stock, at cost
     (103,432 shares)                                                 (944,612)      (944,612)
         Notes receivable from officers and employees                 (559,274)      (559,274)
                                                                   -----------    -----------
                                                                     4,754,880      4,353,165
                                                                   -----------    -----------
                                                                   $15,853,985    $16,330,586
                                                                   ============   ===========
<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  
                                                       December 31,
                                                 --------------------------
                                                    1997            1996  
                                                 ------------   ------------  
<S>                                              <C>            <C>           
       Revenues:
           Net sales                             $ 2,828,812    $ 1,258,518

       Costs and expenses:
           Cost of sales                           1,465,517        840,509
           Selling, general and
               administrative                        605,865        295,349
           Amortization of intangibles               198,747         48,000
                                                 ------------   ------------
                                                   2,270,129      1,183,858
                                                 ------------   ------------
                                                     558,681         74,660
       Other income (deductions):
           Interest expense                         (156,968)       (59,701)
                                                 ------------   ------------
                                          
       Net income                                $   401,715    $    14,959
                                                 ============   ============

       Income  per share
           Continuing operation                        $0.02          $0.00
                                                        ====           ====

       Average shares outstanding                 16,816,732      8,566,277
       Adjusted for the 1 for 4 stock split

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



                                       4
<PAGE>


                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                                   (UNAUDITED)

                      THREE MONTHS ENDED DECEMBER 31, 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, 1997     16,816,732    $16,817  $33,710,648  $(27,870,414) $(944,612)      $(559,274)         $4,353,165
                                       
Net income for the three months
  ended December 31, 1997              ---        ---          ---       401,715        ---             ---                 ---     
                                ----------    -------  -----------  ------------- ----------      ----------         ----------

Balance, December 31, 1997      16,816,732    $16,817  $33,710,648  $(27,566,559) $(944,612)      $(559,274)         $4,754,880
                                ==========    =======  ===========  ============= ==========      ==========         ==========

<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)
                         THREE MONTHS ENDED DECEMBER 31,

<TABLE>
<CAPTION> 
                                                             1997             1996
                                                        ------------     ------------
<S>                                                      <C>              <C>
Cash flows from operating activities:
Income (Loss) from continuing operations                 $   401,715      $     4,959
Adjustments to reconcile net income (loss) to
    net cash provided by (used in)
    operating activities:
       Depreciation and amortization                         254,151           87,000
Changes in certain assets and liabilities:
    Accounts receivable                                      131,769           92,845
    Notes receivable                                             ---          150,000
    Inventories                                              (14,674)         (52,686)
    Other current assets                                     (68,840)          10,847
    Other assets                                             (27,930)             226
    Accounts payable and accrued expenses                     60,748         (216,788)
    Payment against settlement of litigation                (250,000)         (40,000)
                                                         ------------     ------------
Net cash provided by (used in)
    Operating activities                                     486,939           46,403
Cash flows from investing activities:
Purchase of property plant and equipment                     (81,029)         (10,604)
                                                         ------------     ------------                                          
Net cash provided by (used in)
    investing activities                                     (81,029)         (10,604)
                                                         ------------     ------------
Cash flows from financing activities:

Repayments of long-term debt                                (689,063)         (41,000)
                                                         ------------     ------------
Net cash provided by (used in)                                                 
 financing activities                                       (689,063)         (41,000)

Net change in cash                                          (283,153)          (5,201)
Cash at beginning of period                                  502,304           44,775 
                                                         ------------     ------------
Cash at end of period                                    $   219,151      $    39,574
                                                         ============     ============


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

                                       6
<PAGE>

                                                                                


                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                DECEMBER 31, 1997



A.       Consolidated Condensed Financial Statements

     The  Consolidated  Condensed  Balance  Sheet as of December 31,  1997,  the
Consolidated  Condensed  Statement of Operations  for the periods ended December
31, 1997 and 1996, the Consolidated  Condensed Statement of Shareholders' Equity
for the three  month  period  ended  December  31,  1997,  and the  Consolidated
Statements of Cash Flows for the periods  ended  December 31, 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
December 31, 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, 1997.  Results of operations for the
period ended December 31, 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.



                                       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 short  and long term  debt,  convertible
debentures  or  notes,  and the  sale of  common  shares,  $2,185,704  in  1995,
$6,816,833  in 1996 , and  $6,842,715  in 1997.  As of December  31,  1997,  the
Company has cash of approximately $220,000.

     On September 15, 1997 the Company  completed the  acquisition  of Caribbean
Medical Testing Center,  Inc. (CMT), which was effective as of June 2, 1997 with
the payment of $6,000,000 in cash and a note for $1,500,000  bearing interest at
10 1/2% per  annum  due July 17,  1998.  The  funding  for the  acquisition  was
obtained by the issuance of 3,100,000  shares of common stock and  $4,900,000 of
notes bearing interest at 9% per annum payable $175,000 a month for 28 months.

     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 US 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.

     In fiscal 1998 the Company  anticipates to expand its product line with the
addition of new items to the feminine  hygiene  subsidiary  (QHP).  A portion of
these new products  will be  manufactured  internally by  Biopharmaceutics.  The
Company also  anticipates  revenues  from CMT to increase as  negotiations  with
additional health care insurers are completed.

     The Company believes that the foregoing,  along with the additional capital
raised  through  September  30,  1997  will be  adequate  to meets  its  current
objectives.  All  sinking  fund  requirements  for the  Renaissance  convertible
debentures  were waived by the holder and  eliminated  in the  conversion of the
debentures  to a new series of  convertible  debentures on December 15, 1996. On
September 30, 1997, the  convertible  debentures  and all accrued  interest were
converted to common stock.

          RESULTS OF OPERATIONS

     Sales for the quarter ended  December 31` 1997 of  $2,828,812  represent an
increase of 125% from sales of  $1,258,518  in the  comparable  quarter in 1996.
Sales for the  prior  quarter  ended  September  30,  1997  totaled  $3,479,760.
Revenues  from  the  CMT of  $1,688,932  represents  a 100%  increase  over  the
comparable  quarter  since  CMT was  acquired  in June  1997.  Sales of  generic
products  increased  9.1% to $518,389  compared  to  $474,983 in 1996.  Sales of
feminine  hygiene  products  decreased to $621,491 as compared with $ 783,535 in
the  comparable  quarter in 1996.  The  decrease  in sales was due to a shift in
product mix away from high volume low profit  products  to lower  volume  higher
profit products.

     Gross margins for the first  quarter were 48.19%  compared to 33.21% in the
same quarter in 1996. Gross margin for the prior quarter was 48.79%. Net profits
for the first quarter of fiscal 1998 were $401,715 or 14.2%  compared to $14,959
or 1.19% in 1997.  The  increase in both gross  margin and net profits  were due
primarily to the addition of CMT and higher gross profits on the product mix for
the generic and feminine hygiene product lines.
                               
     Selling,  general and administrative expenses increased to $605,865 in 1998
from  $295,349  in the first  quarter of 1998 due  primarily  to expenses in the
medical  testing  subsidiary  which did not exist in the  comparable  quarter of
fiscal year 1997. Advertising and selling expenses for the feminine hygiene line
increased over the same quarter in 1997.  Amortization of intangibles represents
goodwill  from the  medical  testing  center  acquired  in June  1997 as well as
trademarks  and trade names for the feminine  hygiene line which was acquired in
March 1996.

*Registered Trademark
                                       8
<PAGE>
                                       
     Interest expense of $156,968  includes the financing of the medical testing
center  and the  feminine  hygiene  acquisitions.  Interest  for the  comparable
quarter   represented  only  the  feminine  hygiene  acquisition  and  debenture
obligations

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 costs 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.  On
September 9, 1997 the Company entered into a settlement with Amswiss in the form
of cash and stock totaling $436,300. Payment was made by the issuance of 115,000
shares of common stock and $250,000  cash on November 15, 1997.  In addition the
Company issued two warrants to purchase  200,000 shares of common stock at $4.00
and $4.50 per share,  these warrants  expire in November 1998 and November 1999,
respectively, and replace existing warrants.

     On  November  14,  1997 the Company  settled an  administrative  proceeding
pending  before a  Regents  Review  Committee  of the New York  State  Education
Department.  The State Education  Department accepted the settlement by an order
dated  November 14, 1997 and a payment of $10,000 was made in December 1997. The
proceeding had been commenced to determine  whether or not the Company's license
to operate as a  pharmaceutical  manufacturer  in New York  should be revoked or
suspended, based on the Company's 1993 guilty plea in Federal Court on a variety
of charges related to ANDA filings with the Food and Drug Administration in 1988
and 1989. The Company's License remains in effect.

   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 Not applicable
 

                                      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: February 13, 1998



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<PAGE>