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 March 31, 1995 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 March 31, 1995.


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

      Commonn Stock - $.00l Par Value               23,849,513


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

           March 31, 1995 (Unaudited) and September 30, 1994 (Audited)

           Statements of Operations
           Three and Six Months Ended March 31, 1995 and 1994(Unaudited)

           Consolidated Statement of Shareholders' Equity
           for the Six Months Ended March 31, 1995

           Consolidated Condensed Statement of Cash Flows
           for the Six Months Ended March 31, 1995 and 1994
                
           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

                                                     March 31,    September 30,
                                                       1995           1994
                                                    (Unaudited)     (Audited)
                                                    -----------    ----------
                                 ASSETS
 Current assets:
  Cash                                              $   77,584     $  129,004
  Receivables, less allowance for
    doubtful accounts                                1,137,280        344,349
  Inventories                                        1,156,734      1,301,838
  Prepaid expenses and other assets                    147,950         52,761
                                                    ----------     ----------

          Total current assets                       2,519,548      1,827,952

 Property, plant and equipment, at cost,
  net of accumulated depreciation                      572,308        672,776
 Licensing costs, net of accumulated amortization      202,262        215,762
 Intangible assets, Amswiss rights, net              7,181,018      7,703,610
 Sundry                                                 51,484         51,484
                                                    ----------     -----------
                                                   $10,526,620    $10,471,584
                                                    ==========     ==========
                 LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
       Accounts payable                              1,242,225      1,301,882
       Accrued expenses                                572,896        673,374
       Medicare judgment payable                       279,524        279,524
       Current maturities of long-term debt             75,000        125,000
                                                    ----------     ----------   
            Total current liabilities                2,169,645      2,379,780

   Long-term debt                                      125,000        125,000
   Note payable                                            ---        250,000
   Convertible debentures payable                    1,150,000      1,150,000

   Shareholders' equity:
    Warrants                                            18,000            ---
    Common Stock - par value $.00l per share
     Authorized - 50,000,000 shares
     Issued - 23,849,513 shares, 21,189,771, 1994       23,849         21,189
    Additional paid-in capital                      27,413,884     26,331,310
    Deficit                                        (18,869,872)   (18,281,809)
                                                    ----------     ----------
                                                     8,585,861      8,070,690
   Less Treasury Stock, at cost
    (413,728 shares 1994)                             (944,612)      (944,612)
    Notes receivable from officers and employees      (559,274)      (559,274)
                                                    ----------     ----------
                                                     7,081,975      6,566,804
                                                    ----------     ----------
                                                   $10,526,620    $10,471,584
                                                   ===========    ===========
                        
The accompanying notes are an integral part of these financial statements.

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                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)

                                  Three Months Ended      Six Months Ended
                                      March 31,                March 31,
                                      ---------               ---------
                                   1995         1994      1995         1994 
                                ----------   ----------  ----------  ----------
Revenues:
  Net sales                     $1,294,089   $  527,592  $1,913,173  $1,078,123
  Royalty income                   210,000          ---     310,000         ---
                                ----------   ----------  ----------  ---------- 
                                 1,504,089      527,592   2,223,173   1,078,123

Costs and expenses:
  Cost of sales                    892,189      660,583   1,566,794   1,314,767
  Selling, general and
    administrative                 528,436      490,394   1,038,350     938,009
  Amortization of licenses         143,046      143,037     286,092     217,927
                                ----------   ----------  ----------  ----------
                                 1,563,671    1,294,014   2,891,236   2,470,703
                                ----------   ----------  ----------  ----------
                                   (59,582)    (766,422)   (668,063) (1,392,580)

Other income (deductions):
  Other Income                     152,000          ---     152,000         ---
  Interest expense including
    interest to officer            (36,000)     (47,650)    (72,000)    (96,532)
                               ----------    ----------  ----------  ---------- 
                                   116,000      (47,650)     80,000     (96,532)
                               ----------    ----------  ----------  ----------
           
Net income (loss)              $    56,418   $ (814,072) $ (588,063)$(1,489,112)

                                ==========   ==========  ==========  ========== 

Primary income (loss) per share      $0.00        $(.04)      $(.03)      $(.09)
                                      ====         ====        ====        ====

Average shares outstanding      23,029,706   19,205,134   22,485,448 17,257,152

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



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                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                                   (UNAUDITED)

                         SIX MONTHS ENDED MARCH 31, 1995



<TABLE>
<CAPTION>
                                   Common  Stock                Additional                             Notes Receivable
                                 Number of   Par                 Paid-In                   Treasury      Officers &
                                  Shares     Value   Warrants    Capital       Deficit       Stock        Employees        Total
                                ----------  -------  --------   -----------  -----------   ----------  ---------------- -----------

<S>                               <C>        <C>       <C>        <C>            <C>         <C>           <C>               <C>
Balance, September 30, 1994     21,189,771  $21,189       ---   $26,331,310  $(18,281,809) $(944,612)     $(559,274)     $6,566,804

Shares issued in connection
  with the Company's Regulation
  S offering, net of related
   expenses                      2,659,742    2,660       ---     1,082,574           ---        ---           ---        1,085,234

 Warrants issued in connection
   with the Company's Regulation
   S offering                          ---      ---   $18,000           ---           ---        ---           ---           18,000

Net loss for six months  
      ended March 31, 1995             ---      ---       ---           ---      (588,063)       ---           ---         (588,063
                                ----------  -------   -------   -----------  ------------ ----------      ---------      ---------- 
Balance, March 31, 1995         23,849,513  $23,849   $18,000   $27,413,884  $(18,869,872) $(944,612)     $(559,274)     $7,081,975
                                ==========  =======   =======   ===========  ============  ==========     =========      ==========

<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)
                           SIX MONTHS ENDED MARCH 31,

                                                          1995          1994
                                                       ----------    ----------
Cash flows from operating activities:
Loss from continuing operations                        $ (588,063)  $(1,489,112)
Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:
  Depreciation and amortization                           408,252       340,087
Changes in certain assets and liabilities:
 Accounts receivable                                     (792,931)      120,891
 Inventories                                              145,104      (952,619)
 Other current assets                                     (95,189)     (218,178)
 Accounts payable and accrued expenses                   (160,135)     (128,057)
 Sundry non current assets                                    ---       (21,718)
 Payment against settlement of litigation                 (50,000)      (50,000)
                                                         --------      --------
Net cash provided by (used in) operating activities    (1,132,962)   (2,398,706)
                                                       ----------    ----------
Cash flows from investing activities:
Purchase of property plant and equipment                  (21,692)      (85,881)
Payments made for licensing agreements                        ---      (287,000)
Legal fees for Amswiss acquisition                            ---       (51,889)
                                                       ----------    ---------- 
Net cash provided by (used in) investing activities       (21,692)     (424,770)
                                                       ----------    ----------

Cash flows from financing activities:
Revolving credit and term loan activity
 Borrowings                                                   ---       974,800 
 Repayments                                                   ---    (1,128,629)
Proceed of Company's Regulation S
 offering, net of related expenses                      1,085,234     3,409,121
Proceeds from exercise of stock options                       ---           686
Proceeds from sale of warrants                             18,000           ---
                                                       ----------    ----------
Net cash provided by (used in) financing activities     1,103,234     3,255,978
                                                       ----------    ----------

Net change in cash                                        (51,420)      432,502
Cash at beginning of period                               129,004        30,166
                                                        ---------    -----------

Cash at end of period                                   $  77,584    $  462,668
                                                        =========    ==========

Supplemental disclosure of cash flow information: 
Non cash financing activities:
  Issuance of 4,000,000 shares of common stock
    for Amswiss rights                                        ---    $7,750,000 
  Contingent notes payable issued as part
    of Amswiss acquisition                               (250,000)      250,000
  Notes receivable-officers and employees accepted
    on exercise of stock options                              ---       559,274
  Portion of settlement of litigation reclassified
    to long-term debt                                         ---       250,000

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



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<PAGE>

                                                  


                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                 MARCH 31, 1995



A.       Consolidated Condensed Financial Statements

         The Consolidated  Condensed  Balance Sheet as of March 31, 1995 and the
Consolidated  Condensed  Statement of Operations  for the period ended March 31,
1995 and 1994 and the Consolidated  Condensed Statement of Shareholders'  Equity
for the six month period ended March 31, 1995, and the  Consolidated  Statements
of Cash Flows for the periods  ended March 31, 1995 and 1994 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 March 31, 1995
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, 1994. Results of operations
for the  period  ended  March 31,  1995 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 Financial Statements include the  accounts  of  the Company and its
wholly-owned  subsidiaries. All  significant  inter-company  accounts and trans-
actions  have  been eliminated  in consolidation. The Consolidated Statements of
Operations for all periods reflect the ongoing  operations of the Company.

B.       Intangible Assets

         On  November  18,  1993,  the Company  and  Amswiss  Scientific,  Inc.,
("Amswiss"),  completed a transaction whereby the Company agreed to purchase all
of  Amswiss'  rights  to  certain  pharmaceuticals  in  the  development  stage,
including all agreements, licenses,  applications,  approvals, trademarks, trade
names,  and research  data, for which the Company issued to Amswiss four million
shares  at $2.00 per  share.  Amswiss  is a  Canadian  operation  which had been
engaged in, among other things,  financing the development of anti-cancer  drugs
and biotechnology-based drug development programs.

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<PAGE>

                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                  (Continued)

         The agreement  further provides that all the shares and warrants issued
be held in a Voting  Trust,  with the  majority of the  trustees  consisting  of
directors  of the  Company.  The Voting  Trust will expire on the earlier of the
date the FDA gives final approval of certain new drug  applications  or December
31, 1995. Of the shares and warrants  issued to Amswiss,  800,000  common shares
and warrants to purchase 400,000 common shares will be subject to forfeiture and
cancellation  in the event the Company is unable to obtain final FDA approval of
the  aforementioned  drug  applications  on or before  December 31,  1995.  With
respect to the shares and  warrants  issued to Amswiss  that are not  subject to
forfeiture,  Amswiss was granted  registration rights for one half of the shares
and  warrants  six  months  after  closing  and the  balance  of the  shares and
warrants,  one year after the closing.  The Company has also issued to Amswiss a
contingent  non-negotiable,  non-interest  bearing  $250,00  note,  payable  one
hundred  twenty  (120)  days  after  final FDA  approval.  In the event such FDA
approval is not obtained by December 31, 1995, such note will be cancelled. Upon
issuance of the new drug  application,  the note may be  converted,  at Amswiss'
election,  into the Company's  common shares at $3.50 per share which shares may
become subject to a public offering.

         On March 31,  1995 the  Company  concluded  that it will not be able to
obtain FDA approval  for DBD by December  31, 1995 and has thereby  canceled the
contingent  $250,000 note payable and reduced the intangible  assets by an equal
amount.

         In addition,  Amswiss  received a three  percent (3%) royalty on future
sales of a drug,  and if the  Company  offers  to sell its  common  shares in an
underwritten public offering,  Amswiss will receive as additional  compensation,
$125.000 from the net proceeds thereof.

         The value of the  intangible  asset  acquisition  on the March 31, 1995
Unaudited  balance  sheet is  comprised  of the assets  acquired  of  $7,750,000
(4,000,000  shares at 1-15/16 per share,  representing  the market  value of the
shares  issued  on the  date of  closing)  and  deferred  legal  costs  totaling
$180,646,  less  amortization.  Management has estimated that the aforementioned
assets will be amortized over periods ranging from ten to seventeen years.



                                       8
<PAGE>

                              BIOPHARMACEUTICS, INC.


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;  $424,500 in 1992, $2,384,806
in fiscal year 1993, and $4,433,790 in fiscal year 1994,  and $1,085,000  in the
first  half of  fiscal year  1995 and convertible debentures; $1,150,000 in 1991
and  in 1992  the settlement of claims against past  management  $924,076. As of
March 31, 1995, the Company has cash of approximately $78,000.

         The Company anticipates that the resumption of manufacturing operations
and the sales of its personal care product Treo,  will  contribute to increasing
sales  and  gross  profits.  The  Board  of  Directors  is  currently seeking to
consummate a private offering of up to 4.5 million shares through a Regulation S
offering.  The Company  believes that the foregoing  along  with the  additional
capital to be raised  through the  Regulation  S  offering,  will be adequate to
meet its current objectives.

         RESULTS OF OPERATIONS

         Revenues for the second quarter ended March 31, 1995 increased  185% to
$1,504,089  compared to  $527,592 for  the  second  quarter  of fiscal 1994. The
revenue  increase includes  a 145% increase  in sales of $766,497 to $1,294,089,
and royalty income in the quarter of  $210,000 from  the Treo License Agreement.
Revenues  for the first  quarter of fiscal  1995  included sales of $619,084 and
royalty  income of $100,000. Sales of Treo  in the quarter  ended March 31, 1995
increased to $769,310  compared to $43,910 for the quarter ended March 31, 1994.

         Gross  margin for the  quarter  improved  to a positive  31.1% compared
to a negative 25.2% for the comparable quarter. Gross loss for the prior quarter
totaled 9%. Negative margins in prior quarters  are attributable to sales levels
not  being  high  enough  to   absorb  fixed  overheads  in  manufacturing.  The
improvement in the quarter is attributable  to the increased sale of  Treo which
carries higher gross margins.

         Selling, general and administrative expenses increased to $528,436 from
$490,394 in the comparable 1994 quarter due to an increase in royalty expense of
$50,000 to $125,000 for the  Company's  personal  care product Treo. In 1994 the
comparable expense was $75,000.

         Amortization of licenses  totaled  $143,046 for the quarter ended March
31, 1995 compared to $143,037 for the second quarter in 1994. For the six months
ended  March  31,  1995  amortization  totaled  $286,092  vs.  $217,927  in  the
comparable  six month  period  due to an  increase  in the  amortization  of the
Amswiss rights which were acquired in November 1993.

         Interest expense of $36,000 for the quarter compares to $47,650 for the
comparable quarter in 1994 which included financing of accounts  receivable with
CIT. The agreement with CIT. expired in September 1994.
                                                                    



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




Dated: April 26, 1995




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