SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A-1

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                  For the fiscal year ended September 30, 1996
                         Commission file number: 1-9370


                             Biopharmaceutics, Inc.

             (Exact name of Registrant as specified in its Charter)

                               Delaware 13-3186327
               State of Corporation (I.R.S. Employer I.D. Number)

                      990 Station Road, Bellport, NY 11713
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, Including Area Code: (516) 286-5800

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

          Title of Each Class Name of Each Exchange on Which Registered
            Common Stock, $0.001 Par Value NASDAQ OTC Bulletin Board


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 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.
  
                             Yes   x         No
                                 -----          -----

     The aggregate market value of the voting stock owned by  non-affiliates  of
the  Registrant  on November 30, 1996 was  $15,576,080.  On such date,  the mean
price at which the stock was sold was $0.50 per share.
         
     The number of shares of Common Stock,  $.001 Par Value,  outstanding  as of
November  30,  1996,  was  40,457,350,  exclusive  of  outstanding,  unexercised
options.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE



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                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)      Documents filed as part of this report:

         (1)  and (2) - See Index to Consolidated Financial Statements and
Schedules included herein.
 
         (3)  Exhibit - Exhibit 27 -- ART.5 FDS FOR 9/30/96 10-K

(B)      Reports Filed on Form 8-K during the Fourth Quarter

         8-K dated October 9, 1996,  announcing the Joint Venture Agreement with
Advanced Biological Systems, Inc.

         8-K dated December 12, 1996,  announcing the  appointment  of  Johathan
Rosen to its Board of Directors. 
                                        

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                                   SIGNATURE


     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, thereunto duly authorized.
                                                    

                                        BIOPHARMACEUTICS, INC.



                                        By:  /s/ Edward Fine
                                             --------------------          
                                             Edward Fine
                                             President and
                                             Chief Executive Officer


Bellport, N.Y.
May 5, 1997


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