UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission File No. 33-55254-43


                                 BIO-CHEM, INC.
             (Exact name of Registrant as specified in its charter)


           NEVADA                                     87-0485308
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                  Identification Number)

3098 SO. HIGHLAND DRIVE, SUITE 460
SALT LAKE CITY, UTAH                                    84106
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (801) 485-7775


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 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 90 days. [X] Yes [ ] No

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

              Class                          Outstanding as of May, 1997
------------------------------------         ---------------------------
$.001 PAR VALUE CLASS A COMMON STOCK               1,100,000 SHARES


<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

BASIS OF REPRESENTATION

General

         The accompanying  unaudited financial  statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information  and footnotes  necessary for a complete  presentation  of financial
position,  results  of  operations,  cash  flows  and  stockholders'  equity  in
conformity  with generally  accepted  accounting  principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments are of a normal recurring nature.  Operating results for the quarter
ended March 31, 1997, are not necessarily indicative of the results that can
be expected for the year ending December 31, 1997.


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

         Current  assets  at  March  31, 1997  were $50,000 as  compared  to net
current  assets at March 31, 1996 of $0.00.  The increase in current  assets was
due to an  increase in  cash of $50,000 from  the sale  of 100,000 shares of the
Company's common stock at $.50 per share.

         The Company has not received any income nor incurred any expenses as of
the quarter ended March 31, 1997, and has limited operational history. All risks
inherent  in new  and inexperienced  enterprises are  inherent  in the Company's
business.  The  Company has  not  made a formal study  of the economic potential
of any business.  At the present, the Company has not identified  any assets  or
business for acquisition.

         The Company  will  continue to expand  through  its  proposed  business
operations  and  through  acquisitions  and  will be  extremely  limited  in its
attempts to locate potential business situations for investigation. However, the
Company's  officers,  directors and major  shareholder  believe that the present
amount of capital contributed recently is sufficient to enable it to satisfy its
reporting and other obligations as a public company for the foreseeable  future.
The Company plans to continue on a limited basis,  the process of  investigating
possible  merger and  acquisition  candidates.

         Management anticipates that due to the limited amount of its resources,
the Company may be restricted to  participation  in only one potential  business
venture.  This lack of  diversification  should be considered a substantial risk
because it will not  permit the  Company  to offset  potential  losses  from one
venture against gains  from another.   The Company's  status as a  publicly-held
corporation may enhance its ability to locate potential business ventures.

         Based  on  current  economic  and  regulatory  conditions,   Management
believes that it is possible, if not probable,  for a company like  the Company,
with limited assets, to negotiate a merger or  acquisition with a viable private
company.   The  opportunity arises  principally  because of the  high legal  and
accounting fees and the length of time associated with the  registration process
of "going public."  However, should any of  these conditions  change, it is very
possible that there would be little or no  economic value for anyone taking over
control of the Company.



<PAGE>
<TABLE>
<CAPTION>


                                 BIO-CHEM, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                                                       3/31/97               12/31/96
                                                                      Unaudited               Audited
                                                                     -----------            -----------
<S>                                                                  <C>                    <C>

          ASSETS

CURRENT ASSETS
        Cash in bank                                                 $    50,000            $    50,000
                                                                     -----------            -----------

                    TOTAL CURRENT ASSETS                                  50,000                 50,000
                                                                     -----------            -----------
                                                                     $    50,000            $    50,000
                                                                     ===========            ===========



          LIABILITIES & EQUITY

CURRENT LIABILITIES
        Accounts payable                                             $     - 0 -            $     - 0 -
                                                                     -----------            -----------

                    TOTAL CURRENT LIABILITIES                              - 0 -                  - 0 -

STOCKHOLDERS' EQUITY Common Stock $.001 par value:
         Authorized - 25,000,000 shares
         Issued and outstanding
         1,100,000 shares                                                  1,100                  1,100
        Additional paid-in capital                                        49,900                 49,900
        Deficit accumulated during
         the development stage                                            (1,000)                (1,000)
                                                                     -----------            -----------

                    TOTAL STOCKHOLDERS' EQUITY                            50,000                 50,000
                                                                     -----------            -----------

                                                                     $    50,000            $    50,000
                                                                     ===========            ===========




                                      F-1
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<CAPTION>



                                 BIO-CHEM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


                                                                              8/09/90
                                               For the three months          (Date of
                                                  ended March 31,          inception) to
                                              1997             1996           3/31/97
                                            Unaudited        Unaudited       Unaudited
                                           ------------    ------------    ------------
<S>                                       <C>              <C>             <C>

Net sales                                  $      - 0 -    $      - 0 -    $      - 0 -
Cost of sales                                     - 0 -           - 0 -           - 0 -
                                           ------------    ------------    ------------

                 GROSS PROFIT (LOSS)              - 0 -           - 0 -           - 0 -

General and
  administrative expenses                         - 0 -           - 0 -           1,000
                                           ------------    ------------    ------------



                 NET INCOME (LOSS)         $      - 0 -    $      - 0 -    $     (1,000)
                                           ============   =============    ============
Net income (loss) per weighted
 average common shares                     $        .00    $        .00    
                                           ============   =============

Weighted average number of
 common shares used to compute
 net income (loss)                            1,100,000       1,000,000
                                           ============    ============


</TABLE>



                                      F-2
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<CAPTION>



                                 BIO-CHEM, INC.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                                                    Common Stock               Additional
                                                   Par Value $.001              Paid-in         Retained
                                                 Shares         Amount          Capital          Deficit
                                               ----------     ----------      -----------      -----------
<S>                                            <C>            <C>             <C>              <C>
Balances at 8/09/90
 (Date of inception)                               - 0 -      $   - 0 -       $    - 0 -       $     - 0 -
  Issuance of common stock (restricted)
   at $.001 per share at 8/09/90               1,000,000          1,000                              - 0 -
  Net loss for period                                                                               (1,000)
                                               ---------      ---------       ----------       -----------
Balances at 12/31/90                           1,000,000          1,000            - 0 -            (1,000)
  Net income for year                                                                                - 0 -
                                               ---------      ---------       ----------       -----------
Balances at 12/31/91                           1,000,000          1,000            - 0 -            (1,000)
  Net income for year                                                                                - 0 -
                                               ---------      ---------       ----------       -----------
Balances at 12/31/92                           1,000,000          1,000            - 0 -            (1,000)
  Net income for year                                                                                - 0 -
                                               ---------      ---------       ----------       -----------
Balances at 12/31/93                           1,000,000          1,000            - 0 -            (1,000)
  Net income for year                                                                                - 0 -
                                               ---------      ---------       ----------       -----------
Balances at 12/31/94                           1,000,000          1,000            - 0 -            (1,000)
  Net income for year                                                                                - 0 -
                                               ---------      ---------       ----------       -----------
Balances at 12/31/95                           1,000,000          1,000            - 0 -            (1,000)
  Issuance of common stock
      (restricted) at $.50
      per share at 8/15/96                       100,000            100           49,900           
  Net income for year                                                                                - 0 -
                                               ---------      ---------       ----------       -----------
Balances at 12/31/96                           1,100,000          1,100           49,900            (1,000)
  Net income for period                                                                              - 0 -
                                               ---------      ---------       ----------       -----------
Balances at 3/31/97                            1,100,000      $   1,100       $   49,900       $    (1,000)
                                               =========      =========       ==========       ===========

                                      F-3
</TABLE>




<PAGE>
<TABLE>
<CAPTION>


                                 BIO-CHEM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS



                                                                                                               8/09/90
                                                                     For the three months                     (Date of
                                                                       ended March 31,                      inception) to
                                                               1997                     1996                   3/31/97
                                                             Unaudited                Unaudited               Unaudited
                                                           -------------            -------------           -------------
<S>                                                        <C>                     <C>                      <C>
OPERATING ACTIVITIES
        Net income (loss)                                  $       - 0 -            $       - 0 -           $      (1,000)

        Adjustments to reconcile
         net income (loss) to cash
         used by operating activities                              - 0 -                    - 0 -                   - 0 -
                                                           -------------            -------------           -------------

                    NET CASH PROVIDED (USED)
                    BY OPERATING ACTIVITIES                        - 0 -                    - 0 -                  (1,000)

INVESTING ACTIVITIES                                               - 0 -                    - 0 -                   - 0 -
                                                           -------------            -------------           -------------

                    NET CASH USED BY
                    INVESTING ACTIVITIES                           - 0 -                    - 0 -                   - 0 -

FINANCING ACTIVITIES
        Proceeds from sale of
         common stock                                              - 0 -                    - 0 -                  51,000
                                                           -------------            -------------           -------------

                    NET CASH PROVIDED BY
                    FINANCING ACTIVITIES                           - 0 -                    - 0 -                  51,000
                                                           -------------            -------------           -------------

                    INCREASE IN CASH
                    AND CASH EQUIVALENTS                           - 0 -                    - 0 -                  50,000

        Cash and cash equivalents
        at beginning of year                                      50,000                    - 0 -                   - 0 -
                                                           -------------            -------------           -------------

                    CASH & CASH EQUIVALENTS
                    AT END OF PERIOD                       $      50,000            $       - 0 -           $      50,000
                                                           =============            =============           =============



                                      F-4
</TABLE>

<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                 BIO-CHEM, INC.




Dated: May 12, 1997         s\Krista Nielson
                          ------------------------------------------------------
                          Krista Nielson, President, CEO and Director




Dated: May 12, 1997         s\Sasha Belliston
                          ------------------------------------------------------
                          Sasha Belliston, Secretary/Treasurer, CFO and Director