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, 1998         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, 1998.


                         Class                      Outstanding
                         -----                      -----------

            Common Stock - $.001 Par Value           17,264,143

     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
         June 30, 1998 (Unaudited) and September 30, 1997 (Audited)      3

         Statements of Operations
         Three Months and Nine Months Ended June 30, 1998
         and 1997(Unaudited)                                             4

         Consolidated Statement of Shareholders' Equity
         for the Nine Months Ended June 30, 1998 (Unaudited)             5

         Consolidated Condensed Statement of Cash Flows
         the Nine Months Ended June 30, 1998 and 1997 (Unaudited)        6

         Notes to Condensed Financial Statements (Unaudited)             7

 Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                            8-9

PART II

   Item 1. Legal Proceedings                                             10 

   Item 2. Changes in Securities                                         10
  
   Item 3. Default upon Senior Securities                                10 

   Item 4. Submission of materials to a
           vote of security holders                                      10

   Item 5. Other Information                                             10     

   Item 6. Reports on Form 8-K                                           10


                                       2
<PAGE>
 
 
ITEM 1.  FINANCIAL STATEMENTS

                             BIOPHARMACEUTICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET


                                                  June 30,       September 30,
                                                    1998             1997
                                                -------------     -------------
                                                 (Unaudited)       (Audited)
                                                -------------     -------------

                                     ASSETS
Current assets:
  Cash                                          $     10,444     $    502,304
  Trade receivable, less allowance for
    doubtful accounts                              1,567,677        1,430,110
  Note receivable                                          0                0
  Inventories                                        674,670          603,134
  Prepaid expenses and other assets                  384,499          312,983
                                                -------------    -------------  
           Total current assets                    2,637,240        2,848,531

  Property, plant and equipment, at cost,
    net of accumulated depreciation                1,184,829        1,164,462
  Investment in restricted securities                      0          250,750
  Intangible assets, at cost, net of 
    accumulated amortization                      11,403,975       11,951,677
  Licensing costs, net of accumulated 
    amortization                                      46,301           46,301
  Sundry                                              28,046           68,865
                                                -------------    -------------
                                                $ 15,300,391     $ 16,330,586
                                                =============    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
  
Current liabilities:
  Accounts payable-trade                        $  2,141,694     $  1,309,344
  Obligation Related to Settlement of Litigation           0          250,000
  Accrued expenses                                   719,414          934,564
  State Income Taxes Payable                          90,000           90,000
  Current maturities of long-term debt             2,823,605        4,812,824
                                                -------------    -------------
               Total current liabilities           5,774,713        7,396,732

Long-term debt                                     4,467,902        4,005,698
Convertible debentures payable                       575,000          575,000

Shareholders' equity:
  Common Stock - par value $.00l per share
    Authorized - 75,000,000 shares
    Issued - 17,264,143 shares, 10,217,770, 1996      17,264           16,817
    Additional paid-in capital                    34,199,853       33,710,648
    Deficit                                      (28,230,455)     (27,870,414)
                                                -------------    -------------
                                                   5,986,662        5,857,051
Less Treasury Stock, at cost
  (413,728 shares 1994)                             (944,612)        (944,612)
  Notes receivable from officers and employees      (559,274)        (559,274)
                                                -------------    -------------
                                                   4,482,776        4,353,165
                                                -------------    -------------
                                                $ 15,300,391     $ 16,330,586
                                                =============    =============
  
 The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                                                                


                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>
                                             Three Months Ended            Nine Months Ended
                                                  June 30,                     June 30,
                                         --------------------------  --------------------------
                                             1998          1997          1998          1997
                                         -----------   -----------   -----------   -----------
<S>                                      <C>           <C>           <C>           <C>
Revenues:
  Net sales                              $ 1,805,778   $ 1,884,033   $ 7,729,993   $ 4,643,514
                                         ------------  -----------   ------------  ------------
Costs and expenses:
  Cost of sales                            1,376,980     1,028,776     4,273,821     2,644,751
  Selling, general and
    administrative                         1,052,573       461,692     2,382,865     1,025,654
  Amortization of intangibles                195,227        48,000       592,721       144,000
                                         ------------  ------------  ------------  ------------
                                           2,624,780     1,538,468     7,249,407     4,114,738
                                         ------------  ------------  ------------  ------------
                                            (819,002)      345,564       480,586       528,776
                                         ------------  ------------  ------------  ------------
Other income (deductions):
  Other income                                     0             0          0                0
  Interest expense (including
    interest to officer)                    (207,744)      (90,651)     (570,301)     (241,954)
                                         ------------  ------------  ------------  ------------
Net income (loss) from
  continuing operations                   (1,026,746)      254,913       (89,715)      286,822

Settlement of Litigation                     (19,478)            0       (19,478)            0
Write off of Investment                     (250,750)            0      (250,750)            0
                                         ------------  ------------  ------------  ------------
Net income (loss)                        $(1,296,974)  $   254,913   $  (360,039)  $   286,822
                                         ============  ============  ============  ============
Income (loss) per share
  Continuing operations                       $(0.08)        $0.02        $(0.02)        $0.03
                                              =======        =====        =======        =====

Primary income (loss) per share
  Continuing operation                        $(0.08)        $0.02        $(0.02)        $0.03
  Discontinued operations                       0.00          0.00          0.00          0.00
  Net income (loss)                           $(0.08)        $0.02        $(0.02)        $0.03

Average shares outstanding                17,111,223    10,540,284    16,919,454    10,540,284

<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, 1998

<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  $16,816 $33,710,649  $(27,870,416)  $(944,612)      $(559,274)       $4,353,163

  Shares issued in 2/28/98
    in lieu of payment                      20,000       20      34,980           ---         ---             ---            35,000

  Shares issued 3/26/98                 
    Stratmore capital                       50,000       50      74,950           ---         ---             ---            75,000

  Shares Issued 4/98
    Berkshire Financial in lieu of fees    160,000      160     199,840           ---         ---             ---           200,000
    Weinberg, Kaley in lieu of fees         62,811       63      78,450           ---         ---             ---            78,813

  Shares Issued 6/30                       154,600      155     100,984           ---         ---             ---           101,139

  Net income for the nine months
   ended June 30, 1997                         ---      ---         ---      (360,039)        ---             ---          (260,039)
                                        ----------  -------  -----------  -------------  ----------      ----------      -----------
  Balance, June 30, 1997                17,264,143  $17,264  $34,199,853  $(28,230,455)  $(944,612)      $(559,274)      $4,482,776
                                        ==========  =======  ===========  =============  ==========      ==========      ===========
<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,

                                                         1998           1997
                                                    ------------   ------------
Cash flows from operating activities:
Income (loss) from continuing operations            $   (360,039)  $   286,822
Profit (loss) from discontinued operations
Adjustments to reconcile net income (loss) to
  net cash provided by (used in)
  operating activities:
    Write-off of Investment                             250,750              0
    Issuance of Common Stock in Lieu
      of Fees                                           388,813              0
    Depreciation and amortization                       721,622        114,227
Changes in certain assets and liabilities:
  Accounts receivable                                  (178,808)      (804,975)
  Notes receivable                                            0        150,000
  Inventories                                           (45,145)      (150,951)
  Other current assets                                  (71,516)      (250,569)
  Other assets                                          260,392         12,435
  Accounts payable and accrued expenses                 367,200      1,046,946
  Payment against settlement of litigation             (250,000)             0
  Payment against Medicare settlement                         0              0
                                                    ------------   ------------
Net cash provided by (used in)
  operating activities                                1,083,269        403,935
Cash flows from investing activities:
Purchase of property plant and equipment               (149,268)      (744,122)
Trademarks, tradenames, and intangibles                       0     (7,251,118)
                                                    ------------   ------------
Net cash provided by (used in)
  investing activities                                 (149,268)    (7,995,240)
Cash flows from financing activities:
Proceeds for Issuance of Common
  Stock                                                 101,139        575,000
Short term debt incurred                                      0      7,550,000
Repayments of long-term debt                         (1,527,000)      (450,000)
                                                    ------------   ------------
Net cash provided by (used in)                                      
  financing activities                                        0      7,675,000
Net change in cash                                     (491,860)        83,695
Cash at beginning of period                             502,304         44,775 
                                                    ------------   ------------
Cash at end of period                               $    10,444    $   128,470
                                                    ============   ============



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

                                       6
<PAGE>




                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                  June 30, 1998



A.       Consolidated Condensed Financial Statements

     The  Consolidated  Condensed  Balance  Sheet  as  of  June  30,  1998,  the
Consolidated  Condensed  Statement  of  Operations  for the three and nine month
periods  ended  June  30,  1998,  the   Consolidated   Condensed   Statement  of
Shareholders'  Equity for the nine month  period  ended June 30,  1998,  and the
Consolidated  Statement  of Cash Flows for the  periods  ended June 30, 1998 and
1997  have been  prepared  by the  Company  without  audit.  In the  opinion  of
Management,  all adjustments necessary to present fairly the financial position,
results  of  operations  and cash  flows at June  30,  1998 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 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.


                                       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 four
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, $6,842,715 in 1997 and $101,139 in 1998. As of June 30, 1998
the Company has cash of approximately $10,444.

     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, payable $175,000 a month for 28 months bearing interest at 9% per annum.

     On March 31, 1998 the Company completed extensions of the notes incurred in
the acquisition of CMT. The $1,500,000 note originally  due on July 17, 1998 has
been  extended  to become due on October 1, 1999.  Terms of the $4,900,000  have
also been modified to be payable at $100,000 per month until February 2002.

     As of June 30, 1998 the Company  agreed to issue  292,811  shares of common
stock  in lieu of  cash payment for  certain  legal and  professional  services.
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 June 30, 1998 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,
these  convertible  debentures and all accrued interest were converted to common
stock.

*Registered Trademark

                                       8
<PAGE>


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


     Revenues  for the  third  quarter  ended  June  30,  1998  were  $1,805,778
representing  a  decrease  of 4% over  the  $1,884,033  in the  comparable  1997
quarter. Revenues for the prior quarter ended March 31, 1997 totaled $3,095,402.
For the nine  months  ended  June 30,  1998,  sales  totaled  $7,729,993  versus
$4,643,514  in the nine month  period  ended June 30,  1997.  Sales of  Feminine
Hygiene products decreased to $758,276 from $760,384 in the previous  comparable
quarter. Sales of Feminine  Hygiene  products for the first  nine months totaled
$1,612,972  versus  $2,455,936 for the comparable nine months of 1997.  Sales of
pharmaceutical  products  decreased  15 % for the quarter to  $415,432  from the
$491,579 shipped in 1997. For the nine months ended June 30, 1998 pharmaceutical
sales totaled  $1,576,102  compared to $1,555,509 shipped in 1997 an increase of
1.5%. CMT revenues for the quarter ended June 30, 1998 were $945,514 as compared
to $632,070 in the same quarter of 1997. For the nine months ended June 30, 1998
CMT revenues were  $4,540,919.  as compared to the $632,070 in the prior year as
CMT was acquired on June 2, 1997.

     Gross margin for the quarter was 23% compared to 45% in the comparable 1997
quarter.  Gross  margin for the prior  quarter  totaled 48%. For the nine months
ended June 30, 1998, gross margin was 44% and 43% respectively.  The decrease in
gross profit in the quarter ended June 30, 1998 was primarily due one time costs
associated  with the  validation of new testing  equipment for CMT to expand its
range of procedures, and lower Feminine Hygiene sales.

     Selling,  general and administrative  expenses increased to $1,052,573 from
$509,692 in the fiscal 1997 quarter due  primarily  to selling  expenses for CMT
which was  acquired in June of 1996 . Also  included in the quarter are reserves
of $300,000 against disputed accounts  receivable.  For the nine months selling,
general and  administrative  expenses  increased to $2,382,865 vs. $1,025,654 in
the  comparable  prior year nine months for  similar  reasons.  The  increase in
Amortization of intangibles  primarily  represents  Goodwill incurred in the CMT
acquisition of June 1997.

     Interest  expense of $207,704 for the quarter includes the financing of the
Feminine  Hygiene  and  CMT acquisitions,  interest  expense  of the convertible
debentures.   Interest  expense  for the  comparable  quarter  represented  only
financing of the Feminine. Hygiene line and debenture obligations.  For the nine
months ended June 30, 1998, interest expense of $570,301 included  the financing
of the acquisitions, and  interest on the convertible debentures.

     In the quarter  ending June 30, 1998 the Company took a one time expense of
$250,750 to write down a questionable investment.

                                       9
<PAGE>
                                                                             

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.

     In June 1998 the Company  reached a settlement  with Harry Heller  Research
Corp.  in regards to a suit filed in respect to Privavera  and Treo.  The amount
settled for was $19,488.

   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
                  
            On May 5, 1998 Company's subsidiary Caribbean Medical Testing Center
 Inc. and  United  HealthCare of Puerto Rico mutually entered into a termination
 agreement for the contract between the two companies dated June of 1997.

            Effective  January 1, 1998  the  Company  entered into an employment
 contract  with  Mr. Edward Fine  extending  his  employment until September 30,
 2002.

  Item 6.   Exhibits and Reports on Form 8-K

            Resignation  of Edward Fine as President and Chief Executive Officer
 and  his replacement filed August 10, 1998.
                                                                            

                                       10
<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/ Jonathan Rosen
                               ------------------
                             BIOPHARMACEUTICS, INC.
                                   REGISTRANT
                    
            By: Jonathan Rosen, President and Chief Executive Officer









                             /s/ Vincent H. Pontillo
                             -----------------------
                               Vincent H. Pontillo
                                   Controller




Dated:  August, 20,  1998


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<PAGE>