<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   Form 10-Q

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

                     For the Quarter ended August 31, 1997

                                                     Commission File No. 0-10823
                                                                         -------


                            BCT INTERNATIONAL, INC.
            ------------------------------------------------------
            (Exact name of Registrant as specified in its Charter)

        Delaware                                       22-2358849
-------------------------               ---------------------------------------
 (State of Incorporation)               (I.R.S. Employer Identification Number)

3000 NE 30th Place, 5th Floor, Fort Lauderdale, FL                 33306
--------------------------------------------------           ----------------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:  (954) 563-1224
                                                     --------------



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.  YES    X      NO       .
                                        -------     -------

              Number of shares of common stock outstanding as of
                         October  1, 1997:  5,458,277
                                        
<PAGE>
 
                            BCT INTERNATIONAL, INC.



                                     INDEX
<TABLE> 
<CAPTION> 

                                                                             PAGE
                                                                            NUMBER
<S>      <C>                                                                <C> 
PART I.  FINANCIAL INFORMATION

         CONDENSED CONSOLIDATED BALANCE SHEETS -
         August 31, 1997 and February 28, 1997...............................  2
 
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS -
         for the three months ended August 31, 1997 and August 31, 1996 and
         the six months ended August 31, 1997 and August 31, 1996............  3
 
         CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
         IN STOCKHOLDERS' EQUITY - for the six months ended
         August 31, 1997.....................................................  4
 
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS -
         for the six months ended August 31, 1997 and August 31, 1996........  5
 
         Notes to Condensed Consolidated Financial Statements................6-7
 
         Management's Discussion and Analysis of Financial Condition and
         Results of Operations...............................................  8
 
PART II. OTHER INFORMATION AND SIGNATURES

         Signatures..........................................................  9
</TABLE> 
<PAGE>
 
                         PART I.  FINANCIAL STATEMENTS

                            BCT INTERNATIONAL, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                                (000's omitted)
<TABLE>
<CAPTION>
 
ASSETS                                                                      August 31, 1997   February 28, 1997
------                                                                      ---------------   -----------------
<S>                                                                         <C>               <C>
Current assets:
 Cash and cash equivalent                                                          $    705            $    314
 Accounts and notes receivable, net of allowance for
  doubtful accounts of $383 ($379 in fiscal 1997)                                     2,132               1,641
 Inventory, net of reserve of $77 ($89 in fiscal 1997)                                1,992               2,468
 Assets held for sale, net                                                              509                 457
 Prepaid expenses and other current assets                                               75                  66
 Net deferred tax asset                                                                 312                 312
                                                                                   --------            --------
   Total current assets                                                               5,725               5,258
 
Accounts and notes receivable, net of allowance
 for doubtful accounts of $779 ($769 in fiscal 1997)                                  4,063               3,209
Property and equipment, less allowance for depreciation
 and amortization of $772 ($675 in fiscal 1997)                                         739                 762
Net deferred tax asset                                                                1,100               1,569
Deposits and other assets                                                                89                  94
Trademark, net of accumulated amortization of $87 ($81 in 1997)                         107                 113
Intangible assets, net of accumulated amortization of $100 ($93 in 1997)                217                 224
                                                                                   --------            --------
                                                                                   $ 12,040            $ 11,229
                                                                                   ========            ========
 
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
 Accounts payable                                                                  $    631            $  1,032
 Notes payable                                                                          105                  49
 Accrued liabilities                                                                    402                 291
 Deferred revenue                                                                       168                 272
                                                                                   --------            --------
   Total current liabilities                                                          1,306               1,644
 
Notes payable                                                                           587                 215
                                                                                   --------            --------
   Total liabilities                                                                  1,893               1,859
                                                                                   --------            --------
 
Preferred stock, Series A, 12% cumulative, $1 par value,
 mandatorily redeemable, 810 shares authorized, 60 shares
 issued and outstanding                                                                  60                  60
                                                                                   --------            --------
 
Stockholders' equity:
 Common stock, $.04 par value, 25,000 shares authorized,
  5,434 shares issued and outstanding (5,410 shares in fiscal 1997)                     217                 216
 Paid in capital                                                                     12,084              12,056
 Accumulated deficit                                                                 (1,655)             (2,403)
                                                                                   --------            --------
                                                                                     10,646               9,869
Less: Treasury Stock, at cost, 251 shares (251 shares in fiscal 1997)                  (559)               (559)
                                                                                   --------            --------
Total stockholders' equity                                                           10,087               9,310
                                                                                   --------            --------
                                                                                   $ 12,040            $ 11,229
                                                                                   ========            ========
</TABLE>

See notes to condensed consolidated financial statements.
                                        

                                       2
<PAGE>
 
                            BCT INTERNATIONAL, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                   (000's omitted, except per share amounts)

<TABLE>
<CAPTION>
 
 
                                               Three Months Ended            Six Months Ended
                                                   August 31                     August 31
                                                1997       1996               1997      1996
                                               ------     ------             ------    ------
<S>                                            <C>        <C>                <C>       <C>
                                                        
Gross revenues                                 $4,556     $4,386             $9,525    $9,146
Cost of sales                                   2,458      2,403              5,202     4,810
                                               ------     ------             ------    ------
                                                2,098      1,983              4,323     4,336
                                                        
Selling and administrative expense              1,498      2,540              3,090     5,014
                                               ------     ------             ------    ------
                                                        
Income (loss) before income taxes                 600       (557)             1,233      (678)
                                                        
Income tax expense (benefit)                      240       (108)               481      (138)
                                               ------     ------             ------    ------ 
                                                        
Net income (loss)                              $  360       (449)            $  752      (540)
                                               ------     ------             ------    ------
 
Net income (loss)
 per common share                                $.06     $ (.07)              $.12    $ (.09)
                                               ------     ------             ------    ------
</TABLE>



See notes to condensed consolidated financial statements.

                                       3
<PAGE>
 
                            BCT INTERNATIONAL, INC.
     CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                       SIX MONTHS ENDED AUGUST 31, 1997
                                  (UNAUDITED)
                                 000's omitted
                                 -------------


<TABLE>
<CAPTION>
 
 
                                      Common Stock                              
                                    ----------------                                Less:
                                    Number of   Par     Paid In     Accumulated   Treasury
                                     Shares    Value    Capital       Deficit       Stock     Total
                                    ---------  -----  ------------  -----------   --------   -------
<S>                                 <C>        <C>    <C>           <C>           <C>        <C>
 
Balance February 28, 1997               5,410   $216       $12,056     $ (2,403)      (559)  $ 9,310
 
Exercise of options                        24      1            28          ---        ---        29
 
Net income                                ---    ---           ---          752        ---       752
 
Dividend declared on convertible
 preferred stock                          ---    ---           ---           (4)       ---        (4)
                                    ---------  -----  ------------     --------   --------   -------
 
Balance August 31, 1997                 5,434   $217       $12,084     $ (1,655)      (559)  $10,087
                                    =========  =====  ============     ========   ========   =======
 
</TABLE>

           See notes to condensed consolidated financial statements.

                                       4
<PAGE>
 
                            BCT INTERNATIONAL, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                (000's omitted)
<TABLE>
<CAPTION>

                                                                                   Six months ended
                                                                                       August 31
                                                                                 1997              1996
                                                                                ------             ------ 
<S>                                                                             <C>                <C>
Cash flows from operating activities:
 Net (loss) income                                                              $  752               (540)
                                                                                ------             ------ 
 Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
   Income tax benefit                                                              ---               (160)
   Income tax expense                                                              481                 22
   Depreciation and amortization                                                   115                233
   Cost assigned to warrants issued                                                ---                 19
   Provision for doubtful accounts                                                  56                396
   Changes in assets and liabilities, net of effect of
     acquisitions and dispositions
     (Increase) in accounts and notes receivable                                  (975)              (688)
     Decrease (increase) in inventory                                              488               (178)
     (Increase) decrease in assets held for sale                                   (52)               232
     (Increase) in prepaid expenses and other assets                                (9)               (74)
     Decrease (increase) in deposits and other assets                                5                 24
     (Decrease) increase in accounts payable and accrued liabilities              (290)               725
     (Decrease) increase in deferred revenue                                      (104)               129
                                                                                ------             ------
     Total adjustments                                                            (285)               680
                                                                                ------             ------
     Net cash provided by operating activities                                     467                140
                                                                                ------             ------
 
Cash flows from investing activities:
 Increase in short-term investments                                                ---                 50
 Capital expenditures                                                              (74)              (178)
                                                                                ------             ------
     Net cash (used) by investing activities                                       (74)              (128)
                                                                                ------             ------
 
Cash flows from financing activities:
 Dividend payments on preferred stock                                               (4)               (16)
 Principal payments on notes payable                                               (27)               (53)
 Exercise of options for common stock                                               29                 49
                                                                                ------             ------
     Net cash (used) by financing activities                                        (2)               (20)
                                                                                ------             ------
     Net increase (decrease) in cash and cash equivalents                          391                 (8)
 
 Cash and cash equivalents at beginning of period                                  314                923
                                                                                ------             ------
 Cash and cash equivalents at end of period                                     $  705             $  915
                                                                                ======             ======
 
</TABLE>



See notes to condensed consolidated financial statements.

                                       5
<PAGE>
 
                            BCT INTERNATIONAL, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                   (000's omitted, except per share amounts)

                                August 31, 1997
                                ---------------

1. In the opinion of management, the foregoing unaudited condensed consolidated
   financial statements contain all normal recurring adjustments necessary to
   present fairly the financial position of the Company as of August 31, 1997.

2. The results for the three month and six month periods ended August 31, 1997,
   are not necessarily indicative of results that may be expected for the fiscal
   year.

3. Primary earnings per common share are calculated by dividing net earnings
   applicable to common stock by the weighted average number of shares of common
   stock outstanding and common stock equivalents, which consist of stock
   options and warrants.  On a fully-diluted basis, net earnings, weighted
   average shares outstanding and common stock equivalents are adjusted to
   assume the conversion of preferred stock from the date of issue.  For the six
   and three month periods ended August 31, 1996, primary and fully-diluted
   earnings per common share do not include common stock equivalents because
   they are anti-dilutive.  Fully diluted earnings per common share are not
   presented for the three and six month periods ended August 31, 1997 as they
   are not materially dilutive.

4. The Company utilizes an asset and liability approach in accounting for income
   taxes that requires the recognition of deferred tax assets and liabilities
   for the expected future tax consequences of events that have been recognized
   in the Company's financial statements or tax returns.  In estimating future
   tax consequences, consideration is given to all expected future events other
   than enactment's of changes in the tax law or rates.

   The valuation allowance of $806 at February 28, 1997, which represents 30% of
   the gross deferred tax assets on that date, was $806, or 36% on August 31,
   1997.
   
5. On July 15, 1997, the Company purchased and resold certain assets of a
   thermographer in exchange for a payment of $120 and a note payable of $455.
   The assets consisted of certain equipment, the customer list, and a non-
   compete agreement from the owners of the business.  The Company resold the
   assets acquired to two franchises in exchange for cash and notes receivable
   amounting to $535.  The remaining assets, approximately $40, are held for
   sale.

6. On March 1, 1997, the Company acquired certain assets of the Boston,
   Massachusetts Franchise for $75 cash and forgiveness of amounts owed the
   Company ($380).  This acquisition was accounted for under the purchase method
   of accounting and accordingly, the purchase price was allocated to the assets
   acquired based upon the estimated fair values at the date of acquisition.
   The purchase price associated with the acquisition was recorded as an asset
   held for sale as it is the Company's intent to resell this Franchise.
   Operating results of this business acquisition have been included in the
   Company's consolidated results of operations from March 1, 1997.

   On August 1, 1997, the Company sold the Boston, Massachusetts Franchise and
   certain assets of that franchise in exchange for a note receivable in the
   amount of $408. Due to the Company's continuing involvement, no sale has been
   recorded on this transaction.

7. In February 1997, the Financial Accounting Standards Board issued Statement
   of Financial Accounting Standards No. 128 (FAS 128) - Earnings per share
   (EPS).  The statement is effective for financial statements issued for
   periods ending after December 15, 1997.  FAS 128 supersedes Accounting
   Principles Board Opinion No. 15 and replaces primary and fully diluted EPS
   with basic and diluted EPS.  Basic EPS is computed by dividing net income
   available to common shareholders by the weighted average common shares
   outstanding.  Diluted EPS includes all dilutive potential common shares.

   The Company does not expect the new standard to have a material impact on its
   financial position and results of operations for fiscal 1998.

                                       6
<PAGE>
 
The following illustrates the Company's proforma EPS as if FAS 128  had been
used in the six and three months ended August 31, 1997:
<TABLE>
<CAPTION>
 
                                                    6 Months         3 Months
                                                Ended August 31,  Ended August 31,
                                                1997       1996     1997    1996
                                               ------     ------   -----   ------
<S>                                             <C>       <C>      <C>     <C>
Earnings (losses) per common share - Basic        .14       (.11)    .07     (.09)
                                   - Diluted      .12       (.11)    .06     (.09)
</TABLE>

Diluted losses per share for the six and three months ended August 31, 1996, do
not include potential common shares because they are antidilutive.

8. In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income",
   effective for fiscal years beginning after December 15, 1997.  This Statement
   establishes standards for reporting and display of comprehensive income and
   its components (revenues, expenses, gains, and losses) in a full set of
   general-purpose financial statements.  This Statement requires that all items
   that are required to be recognized under accounting standards as components
   of comprehensive income be reported in a financial statement that is
   displayed with the same prominence as other financial statements.  This
   Statement does not require a specific format for that financial statement but
   requires that an enterprise display an amount representing total
   comprehensive income for the period in that financial statement.

   This Statement requires that an enterprise (a) classify items of other
   comprehensive income by their nature in a financial statement and (b) display
   the accumulated balance of other comprehensive income separately from
   retained earnings and additional paid-in capital in the equity section of a
   statement of financial position.

   Management does not expect the new standard to have significant changes in
   the disclosure requirements for the Company in 1998.

   In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
   Enterprise and Related Information", effective for financial statements for
   periods beginning after December 15, 1997. This statement establishes
   standards for the way that public business enterprises report information
   about operating segments in annual financial statements and requires that
   those enterprises report selected information about operating segments in
   interim financial reports issued to shareholders. It also establishes
   standards for related disclosures about products and services, geographic
   areas, and major customers. This statement supersedes FASB Statement No. 14,
   "Financial Reporting for Segments of a Business Enterprise", but retains the
   requirement to report information about major customers. It amends FASB
   Statement No. 94, "Consolidation of All Majority-Owned Subsidiaries", to
   remove the special disclosure requirements for previously unconsolidated
   subsidiaries. In the initial year of application, comparative information for
   earlier years is to be restated. This Statement need not be applied to
   interim financial statements in the initial year of its application, but
   comparative information for interim periods in the initial year of
   application is to be reported in financial statements for interim periods in
   the second year of application. Management does not expect the new standard
   to have a material impact on the disclosure requirements for the Company in
   1998.

                                       7
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 ---------------------------------------------


                                August 31, 1997
                                ---------------
                                        
Results of Operations
---------------------
 
Total revenues increased $170,000, or 4%, for the three months ended August 31,
1997 as compared to the corresponding period in the prior fiscal year.  The
increase in revenue is attributable primarily to increases in (i) sales of paper
products ($353,000, or 16%), (ii) royalty revenue ($83,000, or 7%), and a
decrease of Company Franchises revenue ($266,000, or 26%) due to the sale of
three Company Franchises in August 1996.

Total revenues increased $379,000, or 4%, for the six months ended August 31,
1997, as compared to the corresponding period in the prior fiscal year. The
increase in revenue is attributable primarily to increases in (i) sales of paper
products ($634,000, or 14%), and (ii) royalty revenue ($71,000, or 3%), and is
offset by a decrease in Company Franchises revenue ($326,000, or 16%).

Cost of goods sold as a percentage of revenues was 55% for the three and six
months ended August 31, 1997, as compared to 55% and 53%, respectively, for the
corresponding periods in fiscal 1997.  Although the percentage generally remains
stable, it does fluctuate due to periodic changes in the revenue mix.

Selling and administrative expenses represented 33% and 32% of gross revenues
for the three and six months ended August 31, 1997, respectively, and 58% and
55% for the corresponding periods in fiscal 1997.  Selling and administrative
expenses decreased as a percentage of revenues for the current fiscal year due
primarily to decreased expenses associated with the (i) Company Franchises'
operations (a $620,000, or 35% over the prior year), and (ii) decreased salaries
and benefits expense due to staff reductions in October 1996 ($472,000 or 31%),
and (iii) reduced general and administrative expense ($839,000 or 62%).

Liquidity and Capital Resources
-------------------------------

During the six months ended August 31, 1997, the Company utilized working
capital to make debt payments totalling $27,000, made capital expenditures of
approximately $74,000, most of which were dedicated to leasehold improvements,
equipment, and furniture, and advanced $120,000 in connection with the purchase
and resale of a thermography business.

The Company's cash position improved as a result of better inventory control and
enabled the Company to reduce accounts payable $401 or 39%.

The Company plans to continue to improve its working capital and cash positions
during fiscal 1998 by focusing its efforts on increasing cash collections and
implementing new product lines.
 
The Company believes that internally generated funds will be sufficient to
satisfy the Company's working capital and capital expenditure requirements for
the foreseeable future; however, there can be no assurance that external
financing will not be needed or that, if needed, it will be available on
commercially reasonable terms.

                                       8
<PAGE>
 
                                  SIGNATURES



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



                                       BCT INTERNATIONAL, INC.
                                           (Registrant)


Date: 10/9/97                          /s/ William Wilkerson
     ---------------------             -----------------------------------------
                                        William Wilkerson
                                        Chairman & Chief Executive Officer



Date: 10/9/97                          /s/ Michael R. Hull
     ---------------------             -----------------------------------------
                                        Michael R. Hull
                                        Vice President & Chief Financial Officer

                                       9