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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

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

                      For the period ended March 31, 1997

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.

       For the Transition period from ______________ to __________________

                         Commission file number 0-19693

                      BIO FLUORESCENT TECHNOLOGIES, INC.
             ------------------------------------------------------
             (exact name of Registrant as specified in its charter)

          Nevada                                                87-0485320
-------------------------------                              ----------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

7373 North Scottsdale Road, Suite C228, Scottsdale, Arizona        85253
-----------------------------------------------------------      ----------
         (Address of Principal Executive Offices)                (Zip code)

        Registrant's telephone number, including area code: 602-596-0269

                                      None
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

As of April 24,  1997,  the  registrant  had  5,645,710.67  shares of its common
stock, $0.001 par value, outstanding.

Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]

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                       BIO FLUORESCENT TECHNOLOGIES, INC.

                               Table of Contents

PART I  FINANCIAL INFORMATION                                     Page No.
                                                                  --------
     Item 1  Financial Statements

             Condensed Balance Sheet................................  3

             Condensed Statement of Operations......................  4

             Condensed Statement of Cash Flows......................  5

             Notes to Condensed Financial Statements................  6

     Item 2  Plan of Operations.....................................  8

PART II OTHER INFORMATION

     Item 1  Legal Proceedings......................................  9

     Item 2  Changes in Securities.................................. N/A

     Item 3  Defaults upon Senior Securities........................ N/A

     Item 4  Submission and Matters to a Vote of Security
             Holders................................................ N/A  

     Item 5  Other Information...................................... N/A

     Item 6  Exhibits and Reports on Form 8-K.......................  9

SIGNATURES.......................................................... 10

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<PAGE>
                       Bio Fluorescent Technologies, Inc.
                         (A Development Stage Company)

                            Condensed Balance Sheet
                                 March 31, 1997
                                  (Unaudited)

                                     ASSETS
Current Assets:
  Cash                                                              $       106
  Trade exchange receivable - barter                                     49,722
  Media products and services receivable - current portion              250,000
                                                                    -----------
       Total current assets                                             299,828

Other assets:
  Media products and services receivable - net of
    current portion (Note 3)                                            250,000
                                                                    -----------
                                                                    $   549,828
                                                                    -----------
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable -
    Trade                                                           $   247,829
    Related party (Note 4)                                               71,327
  Accrued expenses                                                       55,000
                                                                    -----------
       Total current liabilities                                        374,156
                                                                    -----------
Stockholders' equity:
  Common stock, $0.001 par value, 8,333,334 shares
    authorized, 5,645,711 issued and outstanding                          5,655

  Additional paid-in capital                                          3,178,370

  Common stock subscription receivable                                   (3,000)

  Deficit accumulated during the development stage                   (3,005,353)
                                                                    -----------

                                                                        175,672
                                                                    -----------
                                                                    $   549,828
                                                                    ===========





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

                                       3
<PAGE>
                       Bio Fluorescent Technologies, Inc.
                         (A Development Stage Company)

                       Condensed Statements of Operations
         For the Three Month periods ended March 31, 1997 and 1996 and
               For the Period From Inception of Development Stage
                     (February 15, 1990 to March 31, 1997)

                                                                    Cumulative
                                                                     From the
                                                                   Inception of
                                                                    Development
                                                                       Stage
                                                                    February 15,
                                            1997           1996        1990
                                            ----           ----        ----

Sales                                    $            $             $

Selling, general and administrative 
  expenses                                  264,453      338,286     3,005,460
                                         ----------   ----------   -----------
Loss from operations                       (264,453)    (338,286)   (3,005,460)

Interest income                                                            107
                                         ----------   ----------   -----------
Loss before provision for income taxes     (264,453)    (338,286)   (3,005,353)

Provision for income taxes (Note 7)

Net loss                                 $ (264,453)  $ (338,286)  $(3,005,353)
                                         ==========   ==========   =========== 

Loss per common share (Note 1)           $    (0.05)  $    (0.08)
                                         ==========   ==========
Weighted average number of common 
  shares outstanding (Note 1)             5,645,711    3,990,936
                                         ==========   ==========


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



                                       4
<PAGE>

                       Bio Fluorescent Technologies, Inc.
                         (A Development Stage Company)

                       Condensed Statements of Cash Flows
          For the Three Month Period Ended March 31, 1997 and 1996 and
               For the Period from Inception of Development Stage
                      (February 15, 1990 to March 31, 1997)

                                                                    Cumulative
                                                                     From the
                                                                   Inception of
                                                                   Development
                                                                      Stage
                                                                   February, 15,
                                               1997        1996         1990
                                               ----        ----         ----
Cash flows from operating activities:
Net loss                                    $(264,453)  $(338,286)  $(3,005,353)

Adjustments to reconcile net loss to net
 cash used in operating activities:
  Write down of artwork                                                 400,000
  Amortization                                             25,500       136,000
  Common stock issued for services                                      689,248

Change in assets and liabilities:
  (Increase)decrease in trade account
    receivable                                     45                       278
  (Increase)decrease in prepaid expenses                      625
  Increase(decrease) in accounts payable      133,187      92,538       374,156
                                            ---------   ---------   -----------
     Net cash used in operating activities   (131,221)   (220,873)   (1,405,571)
                                            ---------   ---------   -----------
Cash flows from financing activities:
  Proceeds from issuance of common 
    stock, net                                125,000     203,206     1,405,777
  Net increase (decrease) in cash              (6,221)    (17,667)          106

Cash, beginning of period                       6,327      18,832           -0-
                                            ---------   ---------   ----------- 

Cash, end of period                         $     106   $   1,165   $       106
                                            =========   =========   ===========


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


                                       5
<PAGE>

                       Bio Fluorescent Technologies, Inc.
                         (A Development Stage Company)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 March 31, 1997

NOTE 1 - THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

HISTORY OF REPORTING ENTITY

Bio  Fluorescent  Technologies,  Inc.  ("the  Company") is a  development  stage
company that was incorporated  under the laws of the state of Nevada in February
1990 as Partisan Corporation.  On March 10, 1995, the Company's name was changed
to Bio Fluorescent Technologies,  Inc. The Company was inactive through February
1995 and prior to such  time the  Company  had no  activity  other  than that of
capitalization efforts.

BASIS OF PRESENTATION

The  unaudited  condensed  financial  statements  and  related  notes  have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission.  Accordingly,  certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been omitted pursuant to such rules and regulations.
The  accompanying  financial  statements  and  related  notes  should be read in
conjunction  with the  audited  financial  statements  of the  company and notes
thereto, for the fiscal year ended December 31, 1996.

USE OF ESTIMATES

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  at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

LOSS PER COMMON SHARE

Loss per common  share is  computed  by  dividing  the net loss by the  weighted
average  number of common shares  outstanding  during the period.  Fully diluted
loss per common share is  considered  equal to primary loss per common share for
all periods presented.

REVERSE STOCK SPLIT AND COMPARABILITY

On December  2, 1996 the  Company did a 1 for 3 reverse  stock split and changed
the authorized  stock from  25,000,000 to 8,333,334  shares of common stock.  In
these  statements all figures  relating to shares of stock have been restated to
reflect the  reverse  split as if it had occur  prior to periods  presented  for
comparison purposes.

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<PAGE>

NOTE 2 - TRADE EXCHANGE RECEIVABLE - BARTER:

In August 1995,  the Company issued 14,814 (4,938) shares of its common stock in
exchange for $50,000 worth of barter  credit on the ITEX Retail Trade  Exchange.
Management  believes that they will be able to  successfully  utilize the barter
credit for the cost of hotels and travel over the next year.

NOTE 3 - MEDIA PRODUCTS AND SERVICES RECEIVABLE:

In October 1995, the Company issued 200,000  (66,667) shares of its common stock
in exchange for script writing,  music scoring,  radio commercial production and
radio  advertising  time to be  received in the future  valued at  approximately
$500,000. Management believes that they will be able to successfully utilize the
entire balance during 1997 and 1998.

NOTE 4 - RELATED PARTY TRANSACTIONS:

The Company paid a related party $125,739 for  management  services and expenses
for the three month period ended March 31, 1997. At March 31, 1997,  the Company
owed the related  company  $71,329 which is included in accounts  payable in the
accompanying financial statements.

The Company has entered into consulting agreements with individuals. No payments
have yet been earned under these agreements.

The Company  subleases  a 1,000  square foot  facility in  Scottsdale,  Arizona,
including  office  personnel and supplies from a related party for its principal
executive offices.

In  January  1997,  the  Company  negotiated  contract  extensions  with  Cactus
Consultants  International,  Inc. To continue to supply public relations support
services and office staff support for an additional year through March 31, 1998,
at a total cost of $295,280.

DEVELOPMENT STAGE ACTIVITY AND MANAGEMENT'S PLANS

To date the Company's operations have consisted primarily of obtaining a license
for a  system,  assembling  a  management  team and  raising  capital.  From the
Company's  inception through March 31, 1997, the Company's business  development
costs have totaled approximately $2,990,000. These expenditures have been funded
primarily  with the proceeds from the private sales of its equity  securities as
well as with the issuance of its common stock in exchange for services.

The Company  plans to research  and gather data on companies  and products  that
would  lend  themselves  to the  acquisition  through  licensing  agreements  or
mergers.  Companies and products will be evaluated on technology or proven sales
and operating  histories which are compatible with corporate  strategies.  Until
the  outstanding  lawsuit  and  counter-suit  is resolved  the Company  plans to
non-aggressive  in this area.  The  Company  plans to expand its core  market to
include  a  broader  range of  industries  to  shorten  the lead  time to become
operational  once a  successful  conclusion  is reached in the referred to legal
matters..

The Company  reorganized  its  management  team in May 1996 to proceed  with the
implementation  of its business plan and the acquisition of compatible  products
to establish the Company as an operating Company as soon as possible.

                                       7
<PAGE>

The  Company  will need to raise  additional  operating  capital to satisfy  its
obligations and to fund other operating expenses.  The Company will continue its
efforts to raise capital to fund its operations, including private placements of
its common  stock.  However,  there is no  assurance  that such  efforts will be
successful.  Failure by the Company to obtain such  additional  financing  would
have a material adverse effect on the Company.

ITEM 2. PLAN OF OPERATIONS

         The Company is presently  abiding its time  awaiting the  conclusion of
the lawsuit described in PART II, ITEM 1 LEGAL PROCEEDINGS.

         The Company had secured  worldwide  rights to  manufacture,  market and
sell the Mehica GP120  System in February  1995.  On July 19, 1996,  the Company
filed a  complaint  in the United  States  District  Court for the  District  of
Maryland (Civil Action No. CCB 96-2266)  against the licensor,  The Avriel Group
and others,  seeking declaratory relief,  damages and other relief in respect to
certain agreements relating to the rights to a proprietary  automated system for
detection  of the HIV virus and for use in mass  screening of  individuals,  the
Packaged  Antigen  Kit or "PAK" and the  Mehica  GP120.  On July 30,  1996,  the
defendants filed an answer,  counter-claim  and third party  complaint,  seeking
declaratory relief in respect of the agreements and damages. The Company misread
the legal  counsels  opinion  that a settlement  was eminent and began  vigorous
activities to secure products or mergers to complete the Company's business plan
objectives.

         In order to be in a better  negotiating  position  with  future  merger
candidates  on November 27, 1996,  the Company  approved a 3 for 1 reverse stock
split. On February 11, 1997, the Company  announced  intent to merge with Immune
Network Research,  Ltd.  ("INR").  As merger advanced to the discovery stage the
lawsuit  proceedings  stalled and the merger  intentions  were  terminated.  The
Company is cautiously optimistic that the dispute can be resolved by and through
a  negotiated  settlement  without  further  litigation.  The  outcome  of  this
litigation may have a material adverse effect on the Company.

         The  Company  plans to  aggressively  pursue the  acquisition  of other
products through licensing and/or acquiring businesses with technology or proven
sales and operating history which are compatible with corporate strategies.

         The Company  re-organized  its  management  team in May 1996 to proceed
with the  implementation  of its business plan and the acquisition of compatible
products to establish the Company as an operating Company as soon as possible.

         One of the  growth  strategies  of the  business  plan is to expand the
Company's core market to include a broader range of products and industries.

         To date, the Company's operations have consisted primarily of obtaining
a license for a system,  assembling a management team and raising capital.  From
the Company's  inception to March 31, 1997, the Company's  business  development
costs have totaled approximately $2,995,000. These expenditures have been funded
primarily  with the proceeds from the private sales of its equity  securities as
well as with the issuance of its common stock in exchange for services.

                                       8
<PAGE>

         From inception to March 31, 1997, the Company's development  activities
resulted in a deficit in cash flow of approximately $1,406,000. This deficit was
primarily  the  result  of  cumulative  net  operating  loss  of   approximately
$2,995,000 offset by noncash charges totaling  approximately  $1,226,000 related
to the write off of artwork purchased with common stock, common stock issued for
services and  amortization  associated with the Company's  license to the Mehica
GP120 System.  Additionally,  the deficit in cash flow from operating activities
was offset by an  increase  in  accounts  payable  and  accrued  liabilities  of
approximately $364,000.

         On January 20, 1997, the Company  negotiated  contract  extensions with
Cactus Consultants International, Inc. To continue to supply public relations
support  services,  office staff support and office space for an additional year
through March 31, 1998, at a total cost of $295,280.

         The Company will need to raise additional  operating capital to satisfy
its obligations and to fund other operating expenses of the business.  As of the
date of this filing, the Company has not obtained such financing. Failure by the
Company to obtain such additional financing would have a material adverse effect
on the Company.

         In a subsequent event on December 1, 1997, the Company moved its office
to 8630 East Via de Ventura, Bldg. L200, Scottsdale,  Arizona 85258, and entered
into a telecommuting  work  arrangement.  It is the Company's intent to maintain
this work environment until the activities out grow this arrangement.

                                    PART II
ITEM 1 LEGAL PROCEEDINGS

         Company had secured  worldwide  rights to manufacture,  market and sell
the Mehica GP120 System in February  1995. On July 19, 1996, the Company filed a
complaint  in the United  States  District  Court for the  District  of Maryland
(Civil  Action No. CCB  96-2266)  against  the  licensor,  The Avriel  Group and
others,  seeking  declaratory  relief,  damages  and other  relief in respect to
certain agreements relating to the rights to a proprietary  automated system for
detection  of the HIV virus and for use in mass  screening of  individuals,  the
Packaged Antigen Kit or "PAK" and the Mehica GP120 System. On July 30, 1996, the
defendants filed an answer,  counter-claim  and third party  complaint,  seeking
declaratory relief and recision of the licensing agreement. On January 31, 1997,
the Company filed an amended  complaint  for recision of the license  agreement.
The  Company is  cautiously  optimistic  that the dispute can be resolved by and
through a negotiated  settlement  without  further  litigation.  If a settlement
cannot be reached the Company intends to vigorously  press its claims and defend
its position.

         The Company  plans to hold any future  alliances in abeyance  until the
Company's legal position in the above legal proceedings is made secure.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) EXHIBITS
         27 - Financial Data Schedule

     (b) REPORTS ON FORM 8-K
         There were two Reports on Form 8-K filed during the current quarter,
         on February 26, 1997 and March 27, 1997.

                                       9
<PAGE>

                                   SIGNATURES

Pursuant to the  regulation  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.

Date: March 30, 1998                 Bio Fluorescent Technologies, Inc.
                                     (Registrant)


                                     By: /s/ Jan J. Olivier
                                        ---------------------------------
                                             Jan J. Olivier
                                             President, Director

                                     By: /s/ Wynn J. Bott
                                        ---------------------------------
                                             Wynn J. Bott
                                             Controller



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