<PAGE>   1

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


                                    FORM 10-Q

            / / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                       OF SECURITIES EXCHANGE ACT OF 1934

                        For Quarter Ended April 30, 1999

            / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE TRANSITION PERIOD FROM ____TO____

                         Commission File Number 0-22011

                                BIONUTRICS, INC.
             (Exact name of registrant as specified in its charter)

            NEVADA                                          86-0760991
(State or other jurisdiction of                           I.R.S. Employer
incorporation of organization)                         Identification Number

2425 E. CAMELBACK RD., SUITE 650  PHOENIX, ARIZONA                85016
(Address of principal executive offices)                        (Zip code)

                                  602-508-0112
              (Registrant's telephone number, including area code)


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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


YES      X        NO

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, at the latest practical date.
<TABLE>
<CAPTION>
CLASS                                       OUTSTANDING AS OF JUNE 10, 1999
-----                                       -------------------------------
<S>                                         <C>
COMMON                                      20,805,732
PAR VALUE $.001 PER SHARE
</TABLE>
<PAGE>   2
                                BIONUTRICS, INC.
                            INDEX TO QUARTERLY REPORT
                                  ON FORM 10-Q






<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION                                                         PAGE

<S>                                                                                <C>
         ITEM I.  Condensed Consolidated Financial Statements (Unaudited):

                      Consolidated Balance Sheets                                       3

                      Consolidated Statements of Operations                             4

                      Consolidated Statements of Cash Flows                             5

                      Notes to Condensed Consolidated Financial
                      Statements                                                        6


         ITEM 2.  Management's Discussion and Analysis                                  8




PART II. OTHER INFORMATION


         ITEM 2(c)     Changes in Securities                                           13

         ITEM 4        Submission of Matters to a Vote of Security Holders             13

         ITEM 5        Other Information                                               14

         ITEM 6        Exhibits and Reports on Form 8-K                                14

         SIGNATURE                                                                     16
</TABLE>

                                       2
<PAGE>   3
BIONUTRICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>

                                                                           APRIL 30,          OCTOBER 31,
                                                                            1999                 1998
                                                                         ------------        ------------
<S>                                                                      <C>                 <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                              $    387,519        $  1,704,400
  Trade receivables - net of allowance for bad debts of $75,808
     and $72,086, respectively                                              2,047,900           1,992,060
  Inventory                                                                   364,711             763,654
  Prepaids and other current assets                                           191,328             169,822
                                                                         ------------        ------------
                  Total Current Assets                                      2,991,458           4,629,936
                                                                         ------------        ------------

PROPERTY - net of accumulated depreciation of $1,739,587
     and $1,345,751, respectively                                           5,079,935           5,401,259
                                                                         ------------        ------------

OTHER ASSETS:
  Goodwill - net of accumulated amortization of $42,300
     and $28,200, respectively                                                521,578             535,678
  Patent applications and other related costs - net of accumulated
     amortization of $146,335 and $143,005, respectively                      324,056             327,386
                                                                         ------------        ------------
                  Total Other Assets                                          845,634             863,064
                                                                         ------------        ------------
TOTAL                                                                    $  8,917,027        $ 10,894,259
                                                                         ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                       $  1,057,996        $  1,090,845
  Accrued liabilities                                                       1,222,027           1,102,070
  Current portion of notes payable and capital leases                       1,308,645           1,108,090
  Other current liabilities                                                    70,900                   0
                                                                         ------------        ------------

                  Total Current Liabilities                                 3,659,568           3,301,005
                                                                         ------------        ------------

NOTES PAYABLE AND CAPITAL LEASES - Net of
    current portion                                                             9,740              17,525
                                                                         ------------        ------------
                  Total Liabilities                                         3,669,308           3,318,530
                                                                         ------------        ------------
STOCKHOLDERS' EQUITY
  Common stock                                                                 20,802              20,352
  Additional paid-in capital                                               31,924,413          31,483,706
  Warrants                                                                  3,158,696           2,797,136
  Accumulated deficit                                                     (29,854,989)        (26,724,262)
  Common stock in treasury, at cost                                            (1,203)             (1,203)
                                                                         ------------        ------------
                  Total Stockholders' Equity                                5,247,719           7,575,729
                                                                         ------------        ------------
TOTAL                                                                    $  8,917,027        $ 10,894,259
                                                                         ============        ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements
                                       -3-
<PAGE>   4
BIONUTRICS, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 (UNAUDITED)
<TABLE>
<CAPTION>
                                                            Three Months                          Six Months
                                                           Ended April 30                       Ended April 30
                                                 ------------------------------------------------------------------------
                                                     1999                1998                1999                1998
                                                 ------------        ------------        ------------        ------------
<S>                                              <C>                 <C>                 <C>                 <C>
REVENUES:
  REVENUE FROM SERVICES                          $  1,102,914        $  1,059,115        $  1,794,633        $  1,722,699
  REVENUE FROM PRODUCT SALES                          544,996             525,545             988,094           1,656,902
                                                 ------------        ------------        ------------        ------------
                  TOTAL GROSS REVENUES              1,647,910           1,584,660           2,782,727           3,379,601

DISCOUNTS AND ALLOWANCES                              228,529              73,310             404,339             165,331
                                                 ------------        ------------        ------------        ------------

                    NET REVENUES                    1,419,381           1,511,350           2,378,388           3,214,270

COST OF REVENUES                                      897,052           1,847,237           1,784,594           3,746,715
                                                 ------------        ------------        ------------        ------------

     GROSS PROFIT (LOSS)                              522,329            (335,887)            593,794            (532,445)
                                                 ------------        ------------        ------------        ------------

OPERATING EXPENSES:
  SELLING, GENERAL AND ADMINISTRATIVE               1,839,659           3,341,082           3,473,559           6,292,502
  RESEARCH AND DEVELOPMENT                            125,693              69,939             187,618             266,562
                                                 ------------        ------------        ------------        ------------
                  TOTAL OPERATING EXPENSES          1,965,352           3,411,021           3,661,177           6,559,064
                                                 ------------        ------------        ------------        ------------

                  OPERATING LOSS                   (1,443,023)         (3,746,908)         (3,067,383)         (7,091,509)
                                                 ------------        ------------        ------------        ------------

OTHER (EXPENSE) INCOME:                               (52,716)            (25,856)            (63,344)            (17,662)
                                                 ------------        ------------        ------------        ------------

NET LOSS                                         ($ 1,495,739)       ($ 3,772,764)       ($ 3,130,727)       ($ 7,109,171)
                                                 ============        ============        ============        ============

BASIC NET LOSS PER COMMON SHARE                  ($      0.07)       ($      0.21)       ($      0.15)       ($      0.39)
                                                 ============        ============        ============        ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                 20,805,732          18,322,714          20,622,398          18,098,920
                                                 ============        ============        ============        ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements

                                      - 4 -
<PAGE>   5
BIONUTRICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
<TABLE>
<CAPTION>

                                                                             Six months
                                                                            Ended April 30
                                                                    -------------------------------
OPERATING ACTIVITIES:                                                   1999               1998
                                                                    -----------        -----------
<S>                                                                 <C>                <C>
Net Loss                                                            ($3,130,727)       ($7,109,171)
Adjustments to reconcile net loss to cash used in operations:
  Depreciation and amortization                                         416,591            619,581
  Expenses incurred in exchange for common stock                        274,103             63,750
  Stock-based compensation expense                                       28,614             70,152
Changes in operating assets and liabilities:
  Trade receivables-net                                                 (55,840)          (105,326)
  Inventory                                                             398,943            264,905
  Prepaids and other current assets                                     (21,506)           317,072
  Accounts payable                                                      (32,849)           (39,922)
  Accrued and other current liabilities                                 190,857           (559,478)
                                                                    -----------        -----------

                  Net cash used in operating activities              (1,931,814)        (6,478,437)
                                                                    -----------        -----------

INVESTING ACTIVITIES:
Capital expenditures                                                    (81,838)        (1,102,196)
Proceeds from disposal of assets                                          4,000                  0
                                                                    -----------        -----------

                  Net cash used in investing activities                 (77,838)        (1,102,196)
                                                                    -----------        -----------

FINANCING ACTIVITIES:
Proceeds from issuance of stock and warrants                            500,000          3,611,920
Notes payable issuance                                                  200,000          1,852,376
Repayments of notes payable and capital leases                           (7,229)           (12,735)
                                                                    -----------        -----------

                  Net cash provided by financing activities             692,771          5,451,561
                                                                    -----------        -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                            (1,316,881)        (2,129,072)

CASH AND CASH EQUIVALENTS, BEG OF PERIOD                              1,704,400          2,181,121
                                                                    -----------        -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                            $   387,519        $    52,049
                                                                    ===========        ===========
Supplemental Disclosures of Noncash
Financing activities:

   Property acquired under capital leases                                              $   173,808
                                                                                       ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements
                                       -5-
<PAGE>   6
                                BIONUTRICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - The accompanying unaudited Condensed Consolidated Financial
         Statements have been prepared in accordance with generally accepted
         accounting principles for interim financial information and the
         instructions to Form 10-Q. Accordingly, they do not include all the
         information and footnotes required by generally accepted accounting
         principles for completed financial statements. 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 for all periods presented have
         been made. The results of operations for the six-month period ended
         April 30, 1999 are not necessarily indicative of the operating results
         that may be expected for the entire year ending October 31, 1999. The
         preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosures of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from these estimates. These financial statements should be read in
         conjunction with the Company's financial statements and accompanying
         notes thereto as of and for the year ended October 31, 1998. The
         accompanying consolidated financial statements have been prepared on a
         going concern basis, which contemplates the realization of assets and
         the satisfaction of liabilities in the normal course of business. The
         losses incurred to date, the uncertainty regarding the ability to raise
         additional capital and the Company's inability to generate positive
         cash flows from operations may indicate that the Company will be unable
         to continue as a going concern for a reasonable period of time.

NOTE B - Basic net loss per share is computed by dividing net loss by the
         weighted average number of common shares assumed outstanding during the
         presented periods. Options and warrants are excluded from the basic net
         loss per share calculation as they are anti-dilutive.


NOTE C - The Company raised $500,000 in capital through issuance of common
         stock during the six-month period ended April 30, 1999. This capital
         stock was issued at $2.00 per share. In conjunction with this issuance,
         750,000 warrants were issued with an exercise price of $2.00 per share.
         Of these warrants, 250,000 expire 6/30/99, 250,000 expire 12/30/99 and
         250,000 expire 12/30/00.

                                       6
<PAGE>   7
NOTE D - The Company borrowed $200,000 on a short-term basis from a
         director. The loan is a demand loan and bears interest at the rate of
         9.5% annually.

NOTE E - The Company is in negotiations with AC Humko Corp. to create a
         joint venture with respect to the Company's toll processing
         operations at InCon Technologies, Inc. The Company anticipates that
         this transaction will include the transfer of certain assets to the
         joint venture in exchange for cash. The goal of the venture is to
         expand and grow the business with the Company and AC Humko sharing in
         the future profits. The Company expects to reach an agreement
         sometime during the third quarter.

NOTE F - In June 1998, the FASB issued SFAS No. 133, Accounting for
         Derivative Instruments and Hedging Activities. SFAS No. 133 requires
         that an enterprise recognize all derivatives as either assets or
         liabilities in the statement of financial position and measure those
         instruments at fair value. The statement is effective for the Company's
         fiscal year ending October 31, 2000. The Company has not yet completed
         evaluating the impact of implementing the provisions of SFAS No. 133 as
         there are many specifics to the statement that remain unclear at this
         time.


                                       7
<PAGE>   8
                                BIONUTRICS, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

THE FOLLOWING DISCUSSION OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF
OPERATIONS INCLUDES CERTAIN FORWARD LOOKING STATEMENTS. WHEN USED IN THIS
REPORT, THE WORDS "EXPECTS," "INTENDS," "PLANS" AND "ANTICIPATES" AND SIMILAR
TERMS ARE INTENDED TO IDENTIFY FORWARD LOOKING STATEMENTS THAT RELATE TO THE
COMPANY'S FUTURE PERFORMANCE. SUCH STATEMENTS INVOLVE RISKS AND UNCERTAINTIES.
THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED
HERE. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED
TO, THOSE DISCUSSED UNDER "BUSINESS-SPECIAL CONSIDERATIONS" IN THE COMPANY'S
FORM 10-K.

Three months ended April 30, 1999 compared with three months ended April 30,
1998.

RESULTS OF OPERATIONS

The results of operations for the second quarter of fiscal 1999 as compared to
1998 continues to reflect Bionutrics, Inc. transitioning the Bionutrics Health
Products, Inc. subsidiary from production and distribution of a single brand,
evolvE, toward one of development and production of a variety of products for
third parties.

Consolidated gross revenues for the quarter ended April 30, 1999 were $1,648,000
versus $1,585,000 for the same quarter in 1998, summarized by subsidiary as
follows:
<TABLE>
<CAPTION>
                                                      FOR THE QUARTER ENDED
                  SUBSIDIARY                                 APRIL 30,
          ------------------------                ----------------------------
                                                       1999             1998
                                                   ----------       ----------
<S>                                                <C>              <C>
          InCon Technologies                       $1,312,000       $1,135,000

          Bionutrics Health Products                  276,000          415,000

          Nutrition Technology                         60,000           35,000
                                                   ----------       ----------
          TOTAL  CONSOLIDATED GROSS REVENUES       $1,648,000       $1,585,000
                                                   ==========       ==========
</TABLE>


                                       8
<PAGE>   9
Bionutrics Health Products Inc. continues to experience a significant decline in
sales due to curtailment of advertising and support for the brand evolvE(R) as a
result of financial constraints. The Company recognizes that a substantial
advertising program is necessary to achieve growth in the evolvE(R) product
line, and that failure to show positive sales results will have a negative
impact on obtaining and maintaining distribution store accounts. In addition,
some accounts have returned the product due to low volume activity. EvolvE(R)
distribution is maintained by over 32,000 stores including many leading drug and
food chains throughout the United States.

Bionutrics Health Products is repositioning itself as a product development
company and as such is engaged in discussions with several potential marketing
partners involving evolvE(R) and future branded products including dietary
supplements and functional food products. New products will be based on new
technology extending beyond a tocotrienol platform.

InCon Technologies Inc.'s increase in sales reflects toll processing activity as
well as sales of equipment.

Nutrition Technology Corporation discontinued production in its West Monroe,
Louisiana facility in late 1997. The sales reflected for the quarter ended April
30, 1999 and 1998 reflect the sale of remaining by-products on hand from
production and testing. The Company's lease on the West Monroe, Louisiana
facility terminated on February 28, 1999 and no activity was conducted after
that time. After the sale of assets to AC Humko, Nutrition Technology
Corporation is substantially inactive.

Cost of revenues for the quarter ended April 30, 1999 was $897,000 versus
$1,847,000 for the same quarter in 1998. This reduction in cost of revenues is
due to lower sales volume in addition to reduced manufacturing costs from the
winding down of operations at the West Monroe, Louisiana production facility.
With the substantial reduction of production costs, the Company experienced its
second quarter of positive gross margin in the three months ended April 30,
1999.

Operating expenses for the quarter ended April 30, 1999 of $1,965,000 were
$1,446,000 less than that recognized for the same quarter in 1998 of $3,411,000.
This 42% reduction is due to significantly reduced advertising, salaries and
cost containment programs.

Other expense for the quarter ended April 30, 1999 was $53,000 versus $26,000
for the same quarter in 1998. This $27,000 increase is primarily due to interest
expense for notes payable outstanding.

Net loss decreased to $1,496,000 or $.07 per share for the quarter ended April
30, 1999 from $3,773,000, or $0.21 per share for the quarter ended April 30,
1998 due primarily to lower operating expenses.


                                       9
<PAGE>   10
Six months ended April 30, 1999 compared with six months ended April 30, 1998.

RESULTS OF OPERATIONS

Trends and comments as noted for the second quarter apply also to the six month
year-to-date comparisons. The results of operations for the second quarter of
fiscal 1999 as compared to 1998 continue to reflect Bionutrics, Inc.
transitioning the Bionutrics Health Products, Inc. subsidiary from production
and distribution of a single brand, evolvE, toward one of development and
production of a variety of products for third parties.

Consolidated gross revenues for the six months ended April 30, 1999 were
$2,783,000 versus $3,380,000 for the same period in 1998 and are summarized by
subsidiary as follows:
<TABLE>
<CAPTION>
                                             FOR THE SIX MONTHS ENDED
             SUBSIDIARIES                           APRIL 30,
          -------------------------        ---------------------------
                                              1999             1998
                                           ----------       ----------
<S>                                        <C>              <C>
          InCon Technologies               $2,028,000       $1,798,000

          Bionutrics Health Products          650,000        1,336,000

          Nutrition Technology                105,000          246,000
                                           ----------       ----------
          TOTAL GROSS REVENUES             $2,783,000       $3,380,000
                                           ==========       ==========
</TABLE>


Bionutrics Health Products Inc. experienced a significant decline in sales due
to curtailment of advertising and support for the brand evolvE(R) as a result of
financial constraints.

InCon Technologies increase in sales reflects toll processing activity as well
as sales of equipment.

Nutrition Technology Corporation discontinued production in its West Monroe,
Louisiana facility in late 1997. The sales reflected for the six months ended
April 30, 1999 and 1998 reflect the sale of remaining by-products on hand from
production and testing.

Cost of revenues for the six months ended April 30, 1999 was $1,785,000 versus
$3,747,000 for the same period in 1998. This reduction in cost of revenues is
due to


                                       10
<PAGE>   11
lower sales volume in addition to reduced manufacturing costs from the winding
down of operations at the West Monroe, Louisiana production facility.

Operating expenses for the six months ended April 30, 1999 of $3,661,000 were
$2,898,000 less than that recognized for the same period in 1998 of $6,559,000.
This 44% reduction is due to significantly reduced advertising, salaries and
cost containment programs.

Other expense for the six months ended April 30, 1999 was $63,000 versus $18,000
for the same period in 1998. This $45,000 increase is primarily due to interest
expense for notes payable outstanding.

Net loss decreased to $3,131,000 or $.15 per share for the six months ended
April 30, 1999 from $7,109,000, or $0.39 per share for the same period in 1998
due primarily to lower operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities during the six-month period ended April
30, 1999 was $1,932,000 as compared to $6,573,000 during the same period in
1998. This decrease is due primarily to lower operating expenses.

Net cash used in investing activities during the six months ended April 30, 1999
was $78,000 as compared to $1,102,000 during the same period in 1998. These
investment activities were largely related to capital expenditures in the
manufacturing operations. In 1998, investing activities also reflected $125,000
invested in the acquisition of patents.

Net cash provided by financing activities totaled $693,000 for the six-month
period ended April 30, 1999 versus $5,546,000 from the same period in 1998. This
cash was provided primarily by the sale of common stock for both years and a
loan from a director during 1999.

As previously reported, in February 1998 the Company entered into a strategic
alliance with Novartis to enable it to evaluate the Company's technology and
rice bran-derived products for potential application as functional food
ingredients. Novartis and Bionutrics have agreed to extend the current option
agreement through the end of July 1999.

The Company's current cash resources and expected cash flow from operations will
not be sufficient to fund its operational needs for the balance of fiscal 1999.
Therefore, the Company continues to seek additional capital though private
equity and bank lines of credit. There can be no assurance that such additional
financing will be attainable, or attainable on terms acceptable to the Company.
Access by the Company to additional capital will depend substantially upon
prevailing market conditions, and the financial condition of and prospects for
the Company at the time.


                                       11
<PAGE>   12
IMPACT OF THE YEAR 2000 ISSUE

The Company is presently assessing its exposure to year 2000 issues. Internally
it has been determined that systems are capable of handling the new millennium.
With regard to key suppliers and strategic partners a letter requesting the
status of year 2000 readiness has been distributed. Although not all recipients
have responded as yet, those that have stated they are prepared or have taken
steps to be prepared. As a complete assessment has not yet been achieved, the
Company's state of readiness, risks and contingency plans are not yet known.
Costs associated with year 2000 readiness have been minimal to date and are
anticipated to be so in the future.


                                       12
<PAGE>   13
                                BIONUTRICS, INC.

                           PART II - OTHER INFORMATION

ITEM 2(c)                  Changes in Securities:

                           A director was issued 100,000 restricted shares of
                           Common Stock for services performed and to be
                           performed for the Company valued at $125,000.

                           HSBC Securities was issued 100,000 restricted shares
                           of Common Stock at $1.38 per share for investment
                           banking services.

                           Affiliates of the Shemano Group were issued warrants
                           exercisable at any time until April 9, 2001 for the
                           purchase of an aggregate of 100,000 shares of Common
                           Stock at $4.00 per share.

                           The Company borrowed $200,000 from a director
                           pursuant to a demand note bearing interest at 9.5%.

                           The above issuances were made pursuant to Section
                           4(2) of the Securities Act of 1933.

ITEM 4                     Submission of Matters to a Vote of Security Holders

                           The Company's 1999 Annual Meeting of Stockholders was
                           held on March 30, 1999. The following nominee was
                           elected to the Company's Board of Directors to serve
                           as a Class I director for a two-year term or until
                           his successor is elected and qualified:
<TABLE>
<CAPTION>
Nominee                    Votes in Favor            Withheld
-------                    --------------            --------
<S>                          <C>                     <C>
Richard M. Feldheim          10,939,715              437,819
</TABLE>

The following nominees were elected to the Company's Board of Directors to serve
as Class II directors for a three-year term or until their successors are
elected and qualified:
<TABLE>
<CAPTION>
Nominee                        Votes in Favor      Withheld
-------                        --------------      --------
<S>                            <C>                 <C>
Y. Steve Henig, Ph.D           10,939,715          437,819
Winston A. Salser, Ph.D        10,939,715          437,819
Donald A. Winkler              10,939,715          437,819
Robert B. Goergen              10,939,715          437,819
</TABLE>


                                       13
<PAGE>   14
The following directors' terms of office continued after the 1999 Annual Meeting
of Stockholders:

         Ronald H. Lane, Ph.D.
         Daniel S. Antonelli
         C. Everett Koop, M.D., Sc.D.
         William M. McCormick
         Milton Okin
         Frederick B. Rentschler

The following additional item was voted upon by the Company's stockholders:

         Proposal to ratify the appointment of Deloitte & Touche LLP as the
         independent auditors of the Company for the fiscal year ending October
         31, 1999.
<TABLE>
<CAPTION>
            Votes in Favor         Opposed        Abstained       Broker Non-Vote
            --------------         -------        ---------       ---------------
<S>                                <C>           <C>             <C>
            11,372,534              5,400            0                  0
</TABLE>

ITEM 5            Other Information

                  Effective March 30, 1999, George E. Duck, Jr., the Vice
                  President of Finance, Secretary, and Treasurer of the Company,
                  resigned from the Company. Dr. Ronald H. Lane, the President,
                  was elected as Secretary and Treasurer of the Company
                  effective March 31, 1999. Karen Harwell, the Controller of the
                  Company, is the Company's Chief Accounting Officer. Ms.
                  Harwell, who is a CPA, has served as the Company's Controller
                  since January 1997. She served as Manager for Accounting
                  Solutions, Inc. from October 1995 to December 1996. She was
                  Executive Director for the Arizona Lions Eye and Tissue Bank,
                  Inc. from October 1993 to September 1995 and its Controller
                  from October 1990 to September 1993. Ms. Harwell began her
                  career as a Financial Auditor for the State of Arizona Office
                  of the Auditor General.

ITEM 6            Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit  10.22    Stock Purchase Agreement and Common Stock
                                    Purchase Warrants dated January 28, 1999
                                    between Ropart Investments, LLC and the
                                    Company.


                                       14
<PAGE>   15
                  Exhibit  10.23    Warrant Certificates dated April 27, 1999
                                    issued to Gary J. Shemano, Mart Bailey and
                                    Michael Jacks for an aggregate of 100,000
                                    shares of Common Stock and Warrant Agreement
                                    effective April 9, 1998 between The Shemano
                                    Group and the Company

                  Exhibit 27

         (b)      Reports on Form 8-K - None


                                       15
<PAGE>   16
                                BIONUTRICS, INC.

                                   SIGNATURES



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



                                      Bionutrics, Inc.
                                       (Registrant)


Dated:  June 10, 1999                    By:/s/Ronald H. Lane
                                            -----------------

                                         Its: Chairman of the Board,
                                         Chief Executive Officer and President


                                         By:/s/Karen J. Harwell
                                            ----------------------

                                         Its: Controller and
                                              Chief Accounting Officer

                                       16
<PAGE>   17
                  Exhibit Index

                  Exhibit  10.22    Stock Purchase Agreement and Common Stock
                                    Purchase Warrants dated January 28, 1999
                                    between Ropart Investments, LLC and the
                                    Company.
<PAGE>   18
                  Exhibit  10.23    Warrant Certificates dated April 27, 1999
                                    issued to Gary J. Shemano, Mart Bailey and
                                    Michael Jacks for an aggregate of 100,000
                                    shares of Common Stock and Warrant Agreement
                                    effective April 9, 1998 between The Shemano
                                    Group and the Company
                  Exhibit 27