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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 June 30, 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.)

8360 East Via De Ventura, Bldg. L200, Scottsdale, Arizona          85258
---------------------------------------------------------        ----------
         (Address of Principal Executive Offices)                (Zip code)

        Registrant's telephone number, including area code:  602-905-5579

       7373 North Scottsdale Road, Suite C228, Scottsdale, Arizona 85253
       -----------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

As of June 30, 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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<PAGE>


                       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



                                       2
<PAGE>
                       Bio Fluorescent Technologies, Inc.
                      (A Company in the Development Stage)

                             Condensed Balance Sheet
                                  June 30, 1997
                                   (Unaudited)


                                     ASSETS

Current Assets:
 Cash                                                               $        15
 Trade exchange receivable - barter                                      49,677
 Media products and services receivable - current portion               250,000
                                                                    -----------
        Total current assets                                            299,692

Media Products and Services Receivable - non current portion            250,000
                                                                    -----------

                                                                    $   549,692
                                                                    ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable:
   Trade                                                            $   254,305
   Related party                                                        193,236
 Accrued expenses                                                        55,000
                                                                    -----------
        Total current liabilities                                       502,541
                                                                    -----------
Stockholders' Equity:
 Common stock, $0.001 par value, Authorized
   8,333,333 shares, issued and outstanding
   5,655,070 shares                                                       5,655
 Additional paid-in capital                                           3,178,369
 Subscription of common stock sales receivable                           (3,000)
 Deficit accumulated during development stage                        (3,133,873)
                                                                    -----------
        Total stockholders' equity                                       47,151
                                                                    -----------
                                                                    $   549,692
                                                                    ===========

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

                                       3
<PAGE>


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

                        Condensed Statement of Operations
        for the three and six month periods ended June 30, 1997 and 1996
             and for the period from inception of development stage
                      (February 15, 1990) to June 30, 1997
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 Cumulative from the
                                Three month period         Six month period         inception of    
                                   ended June 30             ended June 30,       Development stage 
                             ------------------------  ------------------------- (February 15, 1990)
                                 1997         1996         1997          1996      to June 30,1996
                                 ----         ----         ----          ----      ---------------
<S>                          <C>            <C>        <C>            <C>          <C>        
Net Sales                    $    1,624     $     -0-  $     1,624    $      -0-     $     1,624

Selling, general &
administrative expenses         130,144       290,967      394,597       629,253       3,135,604
                             ----------   -----------   ----------    ----------     -----------
   Loss from operations        (128,520)     (290,967)    (392,973)     (629,253)     (3,133,980)

Interest Income                     -0-           106          -0-           106             107
                             ----------   -----------   ----------    ----------     ----------- 
Loss before provision for
 income taxes                  (128,520)     (290,967)    (392,973)     (629,147)     (3,133,873)

Provision for income taxes          -0-           -0-          -0-           -0-             -0-
                             ----------   -----------   ----------    ----------     ----------- 

Net Loss                     $ (128,520)  $  (290,967)  $ (392,973)   $ (629,147)    $(3,133,873)
                             ==========   ===========   ==========    ==========     =========== 

Loss per common share        $    (0.02)  $     (0.07)  $    (0.07)   $    (0.16)
                             ==========   ===========   ==========    ==========
Weighted average number of
common shares outstanding     5,645,711     3,900,000    5,645,711     3,900,000
                             ==========   ===========   ==========    ==========
</TABLE>

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

                                       4
<PAGE>
                       Bio Fluorescent Technologies, Inc.
                      (A Company in the Development Stage)

                        Condensed Statement of Cash Flows
           for the Six month periods ended June 30, 1997 and 1996 and
               for the period from inception of development stage
                      (February 15, 1990) to June 30, 1997
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Cumulative from the
                                        Three month period       Six month period     inception of    
                                           ended June 30,         ended June 30,    Development stage 
                                       --------------------    ------------------- (February 15, 1990)
                                          1997        1996       1997        1996    to June 30,1997
                                          ----        ----       ----        ----     ---------------
<S>                                    <C>         <C>        <C>         <C>         <C>
Cash flows from operations:
Net loss                               $(128,520)  $(290,861) $(392,973)  $ (629,147)  $(3,133,873)

Adjustments to reconcile net
loss to net cash used in
operating activities:
  Amortization                               -0-      25,500        -0-       51,000       136,000
  Writedown of artwork                                                                     400,000
  Common stock issued for services                                                         689,248

Change in assets and liabilities:
  Increase in trade exchange receivable       45         113         90          113           323
  Increase in prepaid expenses                         2,500                   1,875
  Increase in accounts payable and
    accrued expenses                     128,384      89,091    261,571      181,269       502,540
                                       ---------   ---------  ---------   ----------   -----------

Net cash used in operating activities        (91)   (173,657)  (131,312)    (394,530)   (1,405,762)
                                       ---------   ---------  ---------   ----------   -----------
Cash flows from financing activities:

  Sale and issue of common stock, net                172,590    125,000      375,796     1,405,777

  Sale of stock subscriptions(net of
    subscriptions receivable)                -0-         -0-        -0-          -0-           -0-
                                       ---------   ---------  ---------   ----------   ----------- 
Cash provided by financing activities        -0-     172,590    125,000      375,796     1,405,777
                                       ---------   ---------  ---------   ----------   -----------
Net increase(decrease) in cash funds         (91)     (1,067)    (6,312)     (18,734)           15

Cash, beginning of period                    106       1,165      6,327       18,832           -0-
                                       ---------   ---------  ---------   ----------   ----------- 
Cash, end of period                    $      15   $      98  $      15   $       98   $        15
                                       =========   =========  =========   ==========   ===========
</TABLE>
              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
                                  June 30, 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.

                                       6
<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 1998.

NOTE 4 - RELATED PARTY TRANSACTIONS:

The Company paid a related party $123,407 for  management  services and expenses
for the three month period ended June 30,  1997.  At June 30, 1997,  the Company
owed the related company  $193,236 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 June 30, 1997, the Company's  business  development
costs have totaled approximately $3,136,000. 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
nonaggressive  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 June 30, 1997,  the Company's  business  development
costs have totaled approximately $3,134,000. 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 June 30, 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
$3,134,000 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 $503,000.

         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

         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 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
         None.

                                       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



                                       10