SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)
(X)       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                       OR

( )       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 0-11472

                              BIOMUNE SYSTEMS, INC.
        (Exact name of small business issuer as specified in its charter)



             Nevada                                      87-0380088
(State or other jurisdiction of                (IRS Employer Identification No.)
  incorporation or organization)



2401 South Foothill Drive
Salt Lake City, Utah                                                 84109-1405
(Address of principal executive offices)                             (Zip Code)

                                 (801) 466-3441
                           (Issuer's telephone number)





Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 __

As of May 5, 2000,  the issuer had issued and  outstanding  8,110,000  shares of
common stock, par value $.0001.

                  Transitional Small Business Disclosure Format
                                  (Check One):

                                   Yes __ No X


<PAGE>





                                TABLE OF CONTENTS



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

         Unaudited Condensed Consolidated Balance Sheets as of March 31, 2000
         and September 30, 1999................................................3

         Unaudited Condensed Consolidated Statements of Operations for
         the three and six months ended March 31, 2000 and 1999................4

         Unaudited Condensed Consolidated Statements of Cash Flows for
         the six months ended March 31, 2000 and 1999..........................5

         Notes to Unaudited Condensed Consolidated Financial Statements........7

2.       Management's Discussion and Analysis or Plan of Operation.............9


PART II. OTHER INFORMATION....................................................13


                                      -2-
<PAGE>


                                     PART I

 ITEM 1 - Financial Statements

                     BIOMUNE SYSTEMS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

ASSETS


<TABLE>
<CAPTION>
                                                                              Mar. 31,      Sep. 30,
                                                                                2000           1999
                                                                             -----------  -----------

<S>                                                                          <C>          <C>
Current assets:
  Cash and cash equivalents                                                  $    74,262  $         -
  Receivables, net                                                               153,336      483,995
  Inventories, net                                                               290,587      255,992
  Prepaids                                                                       588,263      306,638
                                                                             -----------  -----------
 Total current assets                                                          1,106,448    1,046,625
                                                                             -----------  -----------

Long-term Receivables, net                                                       205,622       84,091
Property and equipment, net                                                       61,069       82,805
Investment in Rockwood                                                           450,377      450,377
Investments                                                                    1,054,634    1,977,026
Intangibles, net                                                                 318,456      554,081
Other assets, net                                                                 11,346       11,346
                                                                             -----------  -----------
       Total assets                                                          $ 3,207,752  $ 4,206,351
                                                                             -----------  -----------

LIABILITIES AND SHAREHOLDERS' EQUITY


Current liabilities:
  Accounts payable and accrued expenses                                      $   222,013  $   628,230
  Notes payable to officer                                                        45,934      435,000
                                                                             -----------  -----------
           Total current liabilities                                             267,947    1,063,230
Shareholders' equity:
    Preferred stock, $.0001 par value; 50,000,000 shares authorized 37,998
          shares and                                                             190,017    2,174,043
        1,458,278 shares issued and outstanding respectively
   Common stock, $.0001 par value; 500,000,000 shares authorized 8,110,000
shares and                                                                           811          252
        2,522,413 shares outstanding respectively
   Additional paid-in capital                                                 44,806,351   41,914,343
   Stock subscriptions receivable                                                (31,982)     (55,192)
   Deferred compensation and consulting                                         (192,384)    (202,486)
   Accumulated other comprehensive loss                                                -     (768,200)
   Accumulated deficit                                                       (41,833,008) (39,919,639)
                                                                             -----------  -----------
           Total shareholders' equity                                          2,939,805    3,143,121
                                                                             -----------  -----------
       Total liabilities and shareholders' equity                             $3,207,752  $ 4,206,351
                                                                             ===========  ===========
</TABLE>




    The accompanying notes are an integral part of these unaudited condensed
                          consolidated balance sheets.



                                      -3-
<PAGE>


                     BIOMUNE SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  For the Three Months       For the Six Months
                                                                    Ended March 31,           Ended March 31,
                                                                     2000      1999           2000         1999
                                                                  ---------- -----------    ----------  ----------

<S>                                                                <C>         <C>         <C>          <C>
    REVENUES                                                       $ 314,342   $ 501,491     $457,790   $1,663,318

    OPERATING EXPENSES:
      Cost of revenues                                               176,032     182,233      226,239      672,125
      Management, consulting and research fees                     1,255,167     235,257    1,353,904      563,662
      Other general and administrative                               150,394     222,131      258,097      421,763
                                                                  ---------- -----------   -----------  ----------

             Total operating expenses                              1,581,593     639,621    1,838,240    1,657,550

    INCOME (LOSS) FROM OPERATIONS                                 (1,267,251)   (138,130)  (1,380,450)       5,768
    OTHER INCOME (EXPENSE):
      Interest income, net                                             7,018      42,043       16,731       83,122
      Gain (loss) on investment                                     (702,800)    270,000     (401,025)     270,000
      Minority interest                                                    -           -            -       10,665
                                                                  ---------- -----------   -----------  ----------
             Total other income, net                                (695,782)    312,043     (384,294)     363,787
                                                                  ---------- -----------   -----------  ----------
      Net income (loss)                                           (1,963,033)    173,913   (1,764,744)     369,555

    Preferred stock dividends                                       (102,425)    (49,514)    (148,625)    (105,752)
                                                                  ---------- -----------   -----------  ----------
    NET INCOME (LOSS) APPLICABLE TO COMMON SHARES                 (2,065,458)    124,399   (1,913,369)     263,803



    NET INCOME (LOSS) PER COMMON SHARE  (basic)                    $    (.31) $     0.08   $    (0.42)   $    0.18
                                                                   =========  ============ ===========   ==========

    WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                     6,703,000   1,520,000    4,602,000    1,451,000
       (basic)

    NET INCOME (LOSS) PER COMMON SHARE (diluted)                   $    (.31) $     0.06   $    (0.42)      $  0.13
                                                                   =========  ============ ==========   ===========

    WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                     6,703,000   2,059,000    4,602,000     2,000,000
       (diluted)
</TABLE>






















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



                                      -4-
<PAGE>


                     BIOMUNE SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                   For the Six Months
                                                                     Ended March 31,
                                                                    2000         1999
                                                               -------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                            <C>            <C>
Net income (loss)                                              $  (1,764,744) $  369,555


  Adjustments to reconcile net loss to net cash used in
     operating activities:
                                                                      43,700      76,497
  Depreciation and amortization

  Change in allowance for doubtful accounts                           (1,447)          -

  Issuance of Common Stock, options and warrants for
     services                                                        311,493           -

  Amortization of deferred consulting expense                         10,102      59,818

  Loss (gain) on sale of investments                                 401,025    (270,000)

  Income from management fee from equity investment                        -    (450,000)

  Changes in assets and liabilities:

  Accounts receivable                                                102,106     914,667

  Inventories                                                        (34,595)    486,652

   Prepaid expenses                                                 (281,625)   (938,755)

  Other assets                                                                     3,091

  Cash overdraft                                                      (7,828)          -

  Accounts payable and accrued liabilities                          (352,453)   (561,729)
                                                               -------------- ------------
    Net cash (used) in operating activities                       (1,574,266)   (310,194)
                                                               -------------- ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Payments received on notes receivable                                156,669           -

Purchase of assets                                                  (650,365)     (5,646)

Proceeds from sale of assets                                       2,205,592     431,000

Purchase investments, net                                                  -    (274,000)
                                                               -------------- ------------

    Net cash generated in investing activities                     1,711,896     151,354
                                                               -------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:

Exercise of stock options                                            348,422           -

Proceeds from issuance of common stock, net                                -     848,985

Proceeds from stock subscriptions                                     23,210           -

Net decrease in notes payable                                       (435,000)   (515,500)

                                                               -------------- ------------
    Net cash provided (used) by financing activities                 (63,368)    333,485
                                                               -------------- ------------
</TABLE>







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


                                      -5-
<PAGE>



                     BIOMUNE SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                            For the Six Months
                                                                                 Ended March
                                                                                  31,
                                                                         2000          1999
                                                                    -------------- ------------

<S>                                                                 <C>            <C>
NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                      $    74,262    $   174,645

CASH AND CASH EQUIVALENTS AT  BEGINNING
   OF THE PERIOD                                                              0         27,701
                                                                    -------------- ------------

CASH AND CASH EQUIVALENTS AT END OF
   THE PERIOD                                                       $    74,262    $   202,346
                                                                    ============== ============
</TABLE>


     SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the six months ended March 31, 2000,  the Company  paid  preferred  stock
dividends of $148,675 by issuing additional shares of preferred stock.

During the six months ended March 31, 2000, the Company issued 200,000 shares of
common  stock in exchange  for a $100,000  payment on a purchase of a technology
license.

During the six months ended March 31, 2000, the CVompany issued 4,443,500 shares
of common  stock in exchange  for  $2,132,651  of its  preferred  series J and F
stock.

During the six months  ended  March 31,  2000,  the  Company  sold a  technology
license in which a partial payment was received in the form of a note receivable
of $48,200.












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



                                      -6-
<PAGE>


                     BIOMUNE SYSTEMS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)  PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The  accompanying  interim  condensed   consolidated  financial  statements  are
unaudited and have been prepared  consistent with generally accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-QSB and Item 310(b) of Regulation S-B.  Accordingly,  they do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements. These statements should be read in
conjunction with the audited financial  statements and notes thereto included in
the Company's  annual report on Form 10-KSB for the fiscal year ended  September
30, 1999. Reference to the Company or Biomune includes Biomune Systems, Inc. and
its wholly owned subsidiary, Optim Nutrition, Inc.

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring  adjustments)  necessary  to fairly  present the  Company's  financial
position as of March 31, 2000 and the results of operations for the three months
and six months and cash flows for the six months  ended March 31, 2000 and 1999.
The  interim  financial  statements  should  be read  in  conjunction  with  the
following  explanatory notes. The results of operations for the three months and
six months ended March 31, 2000 are not  necessarily  indicative  of the results
that may be expected for the year ending September 30, 2000.

(2) NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share ("Basic EPS") excludes  dilution and is
computed by dividing net income (loss) by the weighted  average number of common
shares outstanding during the period. Diluted net income (loss) per common share
("Diluted  EPS")  reflects  the  potential  dilution  that could  occur if stock
options or other contracts to issue common stock including convertible preferred
stock were exercised or converted into common stock.  The computation of Diluted
EPS does not assume  exercise or  conversion  of  securities  that would have an
anti-dilutive effect on net income per common share.

At March 31,  2000,  there were  outstanding  options  and  warrants to purchase
276,980  shares of common stock and there were 37,998 shares of preferred  stock
outstanding, convertible into a minimum of 1,132 shares of common stock.

<TABLE>
<CAPTION>
                    Preferred Stock        Number of         Convertible into #
                                        Preferred Shares      of Common Shares

<S>                                            <C>               <C>
                  Series A                     37,549               1,127

                  Series B                        449                   5
                                               ------            --------
                                               37,998               1,132
                                               ======            ========
</TABLE>

(3)  COMMON STOCK TRANSACTIONS

The Company has  deferred  consulting  expense  related to shares  issued  under
consulting  agreements  entered into prior to September 30, 1999. These deferred
amounts are being  recognized  over the terms of the  agreements as services are
provided.  Total amortization of these deferred  consulting expenses was $59,818
for the six months  ended March 31, 2000 and $21,280 for the three  months ended
March 31, 2000.



                                      -7-
<PAGE>


(4)  STOCK OPTIONS AND WARRANTS

During the six months  ended March 31, 2000  employees  and  consultants  of the
Company  exercised  options to purchase  common  stock and the Company  received
proceeds of $350,000 in cash.

During the six months ended March 31, 2000 the Company  issued 421,200 shares of
common  stock to  consultants  and the Board of Directors  as  compensation  for
services.

Also  during the six months  ended March 31,  2000 the  Company  issued  200,000
shares to Amerifit Nutrition, Inc. in connection with the purchase of NiteBite.

(5)  RELATED-PARTY TRANSACTIONS

During the six months  ended March 31, 1999,  the Company  recorded a management
fee of $225,000 from its Rockwood subsidiary.

During the six months ended March 31, 2000, the Company terminated its agreement
with Harrogate  Marketing LLC under which  Harrogate  waived its claim to 45% of
the future proceeds of the medical foods product line and all other amounts owed
by the Company in consideration for $400,000.

From  March 5, 1997  through  September  30,  1997,  the  Company  made loans to
Volu-Sol,  Inc.  (then  a  wholly  owned  subsidiary  of the  Company)  totaling
$390,500.  During the year ended September 30, 1999,  Volu-Sol made a payment of
$150,000 of which $114,351 went to principal and $35,649 to interest. During the
six months  ended March 31, 2000 the Company made  additional  loans to Volu-Sol
totaling  $96,000.  These loans bear interest at a rate of 10% per annum and are
due on demand.  Accrued but unpaid  interest  owed to the Company on these loans
totaled  $28,813 at March 31,  1999.  On March 31,  1999,  the Company  sold and
assigned  the  Volu-Sol  Note plus accrued  interest to Bioxide  Corporation  in
exchange for 178,205 shares of Bioxide Corporation common stock.

During the six months ended March 31, 1999 the Company  sold  320,000  shares of
Bioxide Corporation stock and recorded a gain of $270,000.

During the six months  ended March 31,  2000,  the Company sold a portion of its
marketable  securities  (including  both  Bioxide  Corporation  common stock and
Volu-Sol,  Inc.  preferred  stock)  for  $987,992  and  recorded  a net  loss of
$702,800.

During the quarter  ended  March 31,  2000,  the CEO of the  Company  loaned the
Company  $45,000.  Subsequent  to the end of the  quarter,  the CEO  loaned  the
Company an additional $151,000.

(6) PREFERRED STOCK TRANSACTIONS

During the six months ended March 31, 2000, the Company accrued dividends on its
outstanding  Series A, Series F and Series J Preferred stock of $5,200,  $30,400
and  $113,025,  respectively.  Preferred  stock  dividends are payable in either
additional  shares of preferred  stock (of the same  series) or in cash,  at the
option of the Company. On March 31, 2000, accrued dividends on Series A, F and J
Preferred stock totaling $148,625, were paid by issuing 1,050 shares of Series A
Preferred  stock,  50,666  shares of Series F Preferred  stock and 113 shares of
Series J Preferred stock.

During the six months ended March 31, 1999, 233.3 shares of the Company's Series
E preferred  stock were  converted into  approximately  230,000 shares of common
stock.  Subsequent to March 31, 1999,  74.1  additional  shares of Series E were
converted into approximately 59,000 shares of common stock.

During the six months ended March 31,  2000,  all of the  Company's  outstanding
Series F and Series J preferred  stock was converted  into  4,048,600  shares of
common stock.



                                      -8-
<PAGE>


(7) SALE OF NITEBITE

During the three  months  ended  December  31,  1999,  the Company  entered into
Letters of Intent and Definitive  Agreements with Amerifit Nutrition,  Inc., and
ICN  Pharmaceutical  for the purchase and sale of the NiteBite product line. The
complicated transaction involved,  among other things, issuing 200,000 shares of
restricted  common  stock to  Amerifit  Nutrition,  Inc.  The net result of this
transaction  was a gain of  $301,775  which  is  recorded  in the  statement  of
operations and other income.

ITEM 2 - Management's Discussion and Analysis or Plan of Operation

         The  following  discussion  should  be read  in  conjunction  with  the
unaudited  condensed  consolidated  financial  statements  and the notes thereto
appearing elsewhere in this Quarterly Report on Form 10-QSB.

Overview

         The Company is engaged in the research, development,  distribution, and
sale of  biologic  pharmaceutical  products,  nutraceutical  food  products  and
supplements, medical foods and health and beauty aids. Certain of these products
have been  developed  by the Company and  incorporate  a patented  whey  protein
technology,  which is designed to provide or increase protective immunities from
an immune response to disease and to provide  nutritional  supplementation.  The
Company also markets a medical food bar that is a patented formulation developed
by researchers at Beth Israel Deaconess Medical Center,  Harvard Medical School,
and marketed by the Company  under an exclusive  license.  The energy and sports
nutrition bars of the Company are also marketed under an exclusive  license from
the developer of the products.  The Company also holds a minority  interest in a
California  company that distributes health and beauty aids and related products
to national wholesale and retail customers.

         The Company  believes its future results of operations will be affected
by factors such as:

     o    the  availability  of cash  from  financing  activities  to  fund  its
          operations;

     o    the  results of research  and  development  efforts  and the  clinical
          trials on  BWPT-301,  BWPT-302 and other  future  pharmaceutical  drug
          candidates based on or derived from the Technology;

     o    market  acceptance  of Optimune,  the nutrition and medical food bars,
          and pharmaceutical drug candidates, increased competitive pressures;

     o    changes in raw material sources and costs; and

     o    adverse changes in general economic  conditions in any market in which
          the Company conducts or markets its products.

         The Company believes that the majority of its future revenues will come
from its nutrition and medical food products and new nutraceutical  products and
pharmaceutical  drugs. The Company cannot determine the ultimate effect that new
products will have on revenues,  earnings,  or the price of the Company's common
stock.

         The Company's  primary  focus and efforts  during the fiscal year ended
September 30, 1999, were the  commercialization  of its nutraceutical  products,
assessing and obtaining additional  nutraceutical and medical products to add to
product  line,  and, to a lesser  extent,  continuing  its efforts to obtain FDA
approval of BWPT-301 for the treatment of  cryptosporidiosis in people with AIDS
and BWPT-302 for the treatment of E. coli, strain 0157:H7. During the six months
and the quarter ended March 31, 2000, the Company's revenues were generated from
the sale of Optimune and Maximune, special food bars and nutrition bars.


                                      -9-
<PAGE>

         Continuing  in fiscal year 2000,  the Company will focus its  resources
and efforts on:

     o    commercialization of its nutraceutical products;

     o    continued marketing and selling of and Mountain Lift bars;

     o    acquisition of new nutraceutical and or medical food products; and

     o    development of one or more additional  nutraceutical products based on
          the Technology.

Results of Operations

Comparison of the Three Months Ended March 31, 2000
with the Three Months Ended March 31, 1999

         During the three months ended March 31, 2000,  the Company had revenues
of $314,342  compared to $501,491 for the  comparable  three-month  period ended
March  31,  1999.  The  decrease  in sales is due  primarily  to the sale of the
NiteBite medical food line.

         Cost of sales were  $176,032  for the three months ended March 31, 2000
compared to cost of sales of $182,233  for the same period in 1999.  The overall
gross  margin for the quarter in 2000 was 43.9% of  revenues,  compared to 63.7%
for the  comparable  quarter in 1999. The decrease in gross margin is due to the
lower margins from the Company's Optim subsidiary.

         Management,  consulting and research fees were $1,255,167 for the three
months ended March 31, 2000,  as compared to $235,257 for the three months ended
March 31, 1999.  The increase in management  and  consulting  fees is due to the
settlement with Harrogate Marketing LLC, issuance of common stock to consultants
and board  members and an increase in payments to outside  consultants.  General
and  administrative  expenses decreased from $222,131 for the three months ended
March 31, 1999 to  $150,394  for the three  months  ended  March 31,  2000.  The
decrease in fees and expenses is due to the Company's efforts to reduce overhead
costs.

         During the three  months  ended March 31,  1999,  the Company had a net
profit of $173,913  compared to a net loss of  $1,963,033  for the three  months
ended March 31,  2000.  The net loss is due to a decrease in sales as well as an
increase in management, consulting, and research fees discussed above.

         Net  (fully  diluted)  income  per  common  share was $0.06  during the
quarter ended March 31, 1999 compared to net loss per common share of $(.31) for
the quarter ended March 31, 2000.  The net loss is due to a decrease in sales as
well as an increase in expenses discussed above.

Comparison of the Six Months Ended March 31, 2000
with the Six Months Ended March 31, 1999

         During the six months ended March 31, 2000, the Company had revenues of
$457,790 compared to $1,663,318 for the comparable  six-month period ended March
31, 1999.  The  decrease in revenues is due to the sale of the NiteBite  medical
food line and the reduction of the Company's interest in Rockwood.

         Cost of sales were  $226,239  for the six months  ended  March 31, 2000
compared to cost of sales of $672,125  for the same period in 1999.  The overall
gross  margin  for  2000 was  50.6%  of  revenues,  compared  to  59.6%  for the
comparable  quarter in 1999.  The  decrease in gross  margin is due to the lower
gross margins from the Company's Optim product line.

         Management,  consulting  and research fees were  $1,353,904 for the six
months  ended March 31,  2000,  as compared to $563,662 for the six months ended
March 31, 1999.  The increase in management  and  consulting  fees is due to the

                                      -10-
<PAGE>


settlement with Harrogate Marketing LLC, issuance of common stock to consultants
and board  members and an increase in payments to outside  consultants.  General
and  administrative  expenses  decreased  from $421,763 for the six months ended
March 31, 1999 to $258,097 for the six months ended March 31, 2000. The decrease
of these expenses is due to the Company's efforts to reduce overhead costs.

         During the six months ended March 31, 2000,  the Company had a net loss
of $1,764,744,  compared to a net profit of $369,555 during the six months ended
March  31,  1999.  This  net  loss is due to a  decrease  in sales as well as an
increase in management, consulting, and research fees discussed above.

         Net loss (fully diluted) per common  share was $0.42 for the six months
ended March 31,  2000,  compared to a net income per common share of $.13 during
the six months ended March 31, 1999. This net loss is due to a decrease in sales
as well as an increase in expenses discussed above.

Liquidity and Capital Resources

         Historically,  the Company  has been  unable to finance its  operations
from cash flows from operating  activities.  The Company expects it will require
substantial  funds and time to  commercialize  its  nutraceutical  products,  to
complete  Phase II and  Phase III  clinical  trials  on  BWPT-301(TM)  (assuming
efficacy is established  during the Phase II clinical  trials),  to complete the
necessary clinical trials on BWPT-302(TM), to obtain regulatory approval for and
commercialize products utilizing the Technology and to develop and commercialize
additional   nutraceutical   products   based   on   the   Technology.   Because
revenue-generating  operating  activities are not in place at significant levels
and because the Company  will  require  significant  capital to  accomplish  the
objectives  set forth  above,  additional  equity  and/or debt  funding  will be
required,  although such funding may not be available or may not be available on
favorable  terms.  Management  believes  that the  Company-funded  research  and
development  efforts  to date have  positioned  the  Company  to  pursue  future
research  and  development  efforts  and  clinical  trials  with joint  venture,
strategic alliance, government or private grants or other third party funding.

         As of March 31,  2000,  the  Company had cash and cash  equivalents  of
$74,262 and working capital of $838,501 as compared to cash and cash equivalents
of $0 and working  capital of $16,605 as of September 30, 1999.  The increase in
cash is due to the sale of  Bioxide  shares  and the sale of the  medical  foods
product line.

         During the six months  ended March 31, 1999 the  Company  sold  320,000
shares of its Bioxide Corporation stock and recorded a gain of $270,000.  During
the six  months  ended  March  31,  2000,  the  Company  sold a  portion  of its
marketable securities for gross proceeds of $987,992.

         During the  six  months ended March 31, 2000,  the Company's  operating
activities  used cash of  $1,574,266.  During  the same  period in the  previous
fiscal year, the Company's operating activities used cash of $310,194, which was
provided  by  selling  shares of  Bioxide  Corporation  common  stock held as an
investment, Volu-Sol, Inc. preferred stock held as an investment and the medical
foods product line.

         The Company has no  established  credit  facility  with a bank of other
lending  institution.  The Company has in the past, from time to time,  borrowed
money from certain shareholders,  but there is no formal financing  arrangement,
agreement or  understanding  in affect with any of its shareholders or any other
related or unrelated party at this time.



                                      -11-
<PAGE>

Special Statement Concerning Forward-looking Statements

         This Report, in particular the "Management's Discussion and Analysis or
of  Operation"  section,  contains  forward-looking  statements  concerning  the
expectations  and  anticipated  operating  results  of  the  Company.  All  such
forward-looking statements contained herein are intended to qualify for the safe
harbor  protection  provided by Section 21E of the  Securities  Exchange  Act of
1934, as amended.  The Company  cautions the reader that numerous factors govern
whether events  described by any  forward-looking  statement made by the Company
will  occur.  Any one of such  factors  could  cause  actual  results  to differ
materially from those projected by the  forward-looking  statements made in this
Report.  These  forward-looking  statements  include  plans  and  objectives  of
management for future operations, including plans and objectives relating to the
products and the future economic performance of the Company. The forward-looking
statements and associated risks relate to:

     o    market acceptance of the products;

     o    development of new nutraceutical products;

     o    the  extent  of  additional  research  and  development,  general  and
          administrative  and other direct costs associated with obtaining final
          FDA approval on BWPT-301;

     o    the anticipated  cost and related expense of the BWPT-301 and BWPT-302
          clinical trials until final FDA approval has been received;

     o    unexpected delays in receipt of final FDA approval on BWPT- 301;

     o    the estimated  commencement  date of Phase III clinical trials and the
          completion of those clinical trials on BWPT-301;

     o    and  the  lack  of  sufficient  cash to  fund  current  and  projected
          operations and budgeted research and development for fiscal year 2000.

         The forward-looking  statements are based on current  expectations that
may be affected by a number of risks and  uncertainties and are based on certain
assumptions, such as:

     o    the Company will have adequate financing available.

     o    the efficacy of BWPT-301 will be established  during the ongoing Phase
          II clinical trials and the Phase III clinical trials;

     o    the  Company  will be  able to  successfully  undertake  and  complete
          clinical trials on BWPT-302(TM);

     o    the  Company  will be able to  successfully  market its  nutraceutical
          products,   and   successfully   develop   and   commercialize   other
          nutraceutical products;

     o    the Company will be able to successfully develop and commercialize the
          Technology;

     o    the Company will  successfully  conduct  additional  Phase II clinical
          trials on  BWPT-301and  may need to conduct  clinical  trials that are
          different  from  those  that have been  conducted  to date or that are
          currently contemplated by the Company; and

     o    the Company will be able to timely and  properly  quantify and analyze
          the data derived from its clinical trials.

         Assumptions  involve  judgments  with respect to,  among other  things,
future economic,  competitive and market conditions,  future business decisions,
and the  results  of the  clinical  trials  and the time and money  required  to


                                      -12-
<PAGE>

successfully  complete those trials, all of which are difficult or impossible to
predict  accurately  and many of which are  beyond the  control of the  Company.
Although   the   Company   believes   that  the   assumptions   underlying   the
forward-looking   statements  in  this  Report  are  reasonable,  any  of  these
assumptions  could prove inaccurate.  Therefore,  there can be no assurance that
the  results  contemplated  in any of the  forward-looking  statements  will  be
realized.  Budgeting  and other  management  decisions  are  subjective  in many
respects and are susceptible to  interpretations  and periodic revision based on
actual experience and business  developments,  the impact of which may cause the
Company to alter its marketing capital expenditure plans or other budgets.  This
will affect the Company's  results of  operations.  In light of the  significant
uncertainties  inherent in the  forward-looking  statements,  any such statement
should not be regarded as a  representation  by the Company or any other  person
that the objectives or plans of the Company will be achieved.

                           PART II. OTHER INFORMATION

ITEM 2.   Changes in Securities and Use of Proceeds

Issuance of Unregistered  Equity  Securities  During the Quarter Ended March 31,
2000

         During the quarter  ended March 31, 2000,  the Company  issued  200,000
restricted  shares of common stock as partial  consideration for the purchase of
the NiteBite product line.

ITEM 6.   Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  27       Financial Data Schedule


<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                  BIOMUNE SYSTEMS, INC.
                                  (Registrant)



Date:   May 19, 2000              /s/ Michael G. Acton
                                  ----------------------------------------
                                  Michael G. Acton, Chief Executive Officer and
                                  Controller (Principal Financial and Accounting
                                  Officer)