SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                       of Securities Exchange Act of 1934


                       For Quarter Ended January 31, 2005

                         Commission File Number 0-22011

                                Bionutrics, Inc.
             (Exact name of registrant as specified in its charter)

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

2415 E. Camelback Rd., Suite 700 Phoenix, Arizona           85016
(Address of principal executive offices)                  (Zip code)

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


Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


YES |X|    NO |_|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, at the latest practical date.

CLASS                               OUTSTANDING AS OF March 14, 2005

Common
Par value $.001 per share                   16,252,100



<PAGE>


                                BIONUTRICS, INC.
                            INDEX TO QUARTERLY REPORT
                                  ON FORM 10-Q


                                                                            Page
Part I.  Financial Information


ITEM I.  Financial Statements.

                                   (Unaudited)

         Condensed Consolidated Balance Sheets                                 3

         Condensed Consolidated Statements of Operations                       4

         Condensed Consolidated Statements of Cash Flows                       5

         Notes to Condensed Consolidated Financial Statements                  6

ITEM 2.  Management's Discussion and Analysis.                                 7

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk.           9

ITEM 4.  Controls and Procedures.                                              9


Part II. Other Information

ITEM 1.  Legal Proceedings.                                                   10

ITEM 2.  Changes in Securities and Use of Proceeds.                           10

ITEM 3.  Defaults upon Senior Securities.                                     10

ITEM 4.  Submission of Matters to a Vote of Security Holders.                 10

ITEM 5.  Other Information.                                                   10

ITEM 6.  Exhibits and Reports on Form 8-K.                                    10

SIGNATURES                                                                    11


                                       2
<PAGE>


BIONUTRICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 January 31,      October 31,
                                                                    2005             2004
                                                                 -----------      -----------
ASSETS

CURRENT ASSETS:
<S>                                                                <C>              <C>
  Cash and cash equivalents                                        $ 269,260        $ 629,257
  Inventory                                                           48,810           49,321
  Prepaid expenses and other current assets                          138,182           22,034
                                                                 -----------      -----------
           Total Current Assets                                      456,252          700,612
                                                                 -----------      -----------

PROPERTY - Net of accumulated depreciation of $69,262
  and $68,971, respectively                                            2,624            2,916
                                                                 -----------      -----------

OTHER ASSETS:
  Patents  - net of accumulated amortization of
   $287,569 and $282,520, respectively                               706,871          724,445
  Investment in InCon Processing, LLC                              1,234,671        1,447,333
                                                                 -----------      -----------
           Total Other Assets                                      1,941,542        2,171,778
                                                                 -----------      -----------

TOTAL                                                            $ 2,400,418      $ 2,875,306
                                                                 ===========      ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
  Accounts payable                                               $ 1,708,619      $ 1,575,934
  Notes payable - shareholders and others                          1,434,500        1,484,000
  Other accrued liabilities                                          627,313          720,005
                                                                 -----------      -----------
           Total current liabilities                               3,770,432        3,779,939
                                                                 -----------      -----------

STOCKHOLDERS' DEFICIENCY
  Common stock - $.001 par value - authorized, 45,000,000 shares;
     16,052,100 and 16,002,600 issued and outstanding, respectively   16,052           16,002
  Preferred stock - $.001 par value - authorized, 5,000,000 shares;
     591,850 and 591,850 issued and outstanding, respectively
     (liquidation preference of $798,998)                            798,998          798,998
  Additional paid-in capital                                      40,084,275       39,800,127
  Warrants                                                           166,493          401,191
  Accumulated deficit                                            (42,435,832)     (41,920,951)
                                                                 -----------      -----------
           Total stockholders' deficiency                         (1,370,014)        (904,633)
                                                                 -----------      -----------

TOTAL                                                            $ 2,400,418      $ 2,875,306
                                                                 ===========      ===========
</TABLE>

                                       3
<PAGE>


BIONUTRICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>
                                                                  THREE MONTHS
                                                               ENDED JANUARY 31,
                                                        ----------------------------
                                                             2005           2004
                                                        ------------    ------------

REVENUES:
<S>                                                     <C>             <C>
     Revenue from services                              $         --    $     85,564
     Revenue from product sales                                2,984           4,987
                                                        ------------    ------------
                        Net Revenues                           2,984          90,551


COST OF REVENUES                                                 493             893
                                                        ------------    ------------
                        Gross profit                           2,491          89,658
                                                        ------------    ------------


OPERATING EXPENSES:
     Selling, general and administrative                     304,710         145,603
                                                        ------------    ------------
                        Total operating expenses             304,710         145,603
                                                        ------------    ------------


OPERATING LOSS                                              (302,219)        (55,945)
                                                        ------------    ------------


OTHER INCOME (EXPENSES):
     Equity in the loss of InCon Processing, LLC            (212,662)       (150,754)
     Other income                                                444           9,400
     Interest expense, net                                      (444)         (4,659)
                                                        ------------    ------------
                        Total other (expenses) income       (212,662)       (146,013)


NET LOSS                                                $   (514,881)   $   (201,958)
                                                        ============    ============


BASIC AND DILUTED NET LOSS PER COMMON SHARE             $      (0.03)   $      (0.05)
                                                        ============    ============


WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING                                               16,022,508       4,352,600
                                                        ============    ============
</TABLE>

                                       4
<PAGE>


BIONUTRICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                 THREE MONTHS
                                                                              ENDED JANUARY 31,
                                                                          -----------------------

                                                                             2005          2004
                                                                          ---------     ---------

OPERATING ACTIVITIES:
<S>                                                                       <C>          <C>
Net loss                                                                  $(514,881)   $(201,958)
Adjustments to reconcile net loss to cash used in operating activities:
  Depreciation and amortization                                               7,865        7,572
  Equity in the loss of joint venture                                       212,662      150,754
  Changes in operating assets and liabilities:
      Inventory                                                                 511      (39,107)
      Prepaids and other current assets                                    (106,148)        (906)
      Accounts payable                                                      132,685        2,563
      Accrued liabilities                                                   (92,691)      70,518
                                                                          ---------    ---------
Net cash used in operating activities                                      (359,997)     (10,564)
                                                                          ---------    ---------


FINANCING ACTIVITIES:
  Proceeds from debt                                                             --       12,500
                                                                          ---------    ---------
Net cash provided by financing activities                                        --       12,500
                                                                          ---------    ---------


NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS                                                           (359,997)       1,936


CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              629,257        3,153
                                                                          ---------    ---------


CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $ 269,260    $   5,089
                                                                          =========    =========

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
ACTIVITIES:
  Settlement of debt through issuance of common stock                     $  49,500    $      --
                                                                          =========    =========
</TABLE>
                                       5
<PAGE>


                                BIONUTRICS, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note  A - The accompanying unaudited Condensed Consolidated Financial Statements
      of Bionutrics,  Inc. ("the Company") have been prepared in accordance with
      accounting  principles  generally accepted in the United States of America
      for  interim  financial  information  and the  instructions  to Form 10-Q.
      Accordingly,  they  do not  include  all  the  information  and  footnotes
      required by accounting  principles generally accepted in the United States
      of  America  for  complete  financial   statements.   In  the  opinion  of
      management,   all  adjustments   (which  include  only  normal   recurring
      adjustments)  necessary to present fairly the financial position,  results
      of operations and cash flows for all periods presented have been made. The
      results of operations  for the  three-month  period ended January 31, 2005
      are not  necessarily  indicative  of the  operating  results  that  may be
      expected  for the entire year ending  October 31,  2005.  These  unaudited
      condensed  consolidated financial statements should be read in conjunction
      with the Company's financial  statements and accompanying notes thereto as
      of and for the year ended  October 31, 2004.  The  accompanying  condensed
      consolidated  financial  statements  have been prepared on a going concern
      basis,  which  contemplates the realization of assets and the satisfaction
      of liabilities in the normal course of business.  The Company has incurred
      accumulated operating losses of $42,435,832 through January 31, 2005 which
      have been  funded  through  the  issuance  of stock and debt.  The  losses
      incurred  to  date,  the  uncertainty   regarding  the  ability  to  raise
      additional  capital and the Company's  inability to generate gross profits
      and positive cash flows from operations may indicate that the Company will
      be unable to continue as a going concern for a reasonable period of time.

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

NOTE  C -  Subsequent  or  Significant  Events  -  In  February  2005,  Landmark
      Financial  Corporation  exercised 200,000 warrants at an exercise price of
      $1.00 per share of common stock.

NOTE  D - Conversion of Debt to Equity - In December  2004,  the Company  issued
      49,500  shares  of  common  stock  at  $1.00  per  share  to Asia  Pacific
      Investment Holdings Limited, pursuant to the terms of the convertible note
      entered into on February 12, 2004. The above issuance was made pursuant to
      section 4 (2) of the Securities Act of 1933.


                                       6
<PAGE>


                                BIONUTRICS, INC.
                      Management's Discussion and Analysis
                 of Financial Condition and Results of Operation

The following  discussion of the  Company's  financial  condition and results of
operations  includes  certain  forward-looking  statements.  When  used  in this
report,  the words  "expects,"  "intends,"  "plans" and "anticipate" and similar
terms are  intended to identify  forward-looking  statements  that relate to the
Company's future  performance.  Such statements involve risks and uncertainties.
The Company's  actual results may differ  materially from the results  discussed
here.  Factors that might cause such a difference  include,  but are not limited
to, those discussed  under  "Business-Special  Considerations"  in the Company's
Form 10-K.

Results of Operations

Three months ended January 31, 2005 compared with three months ended January 31,
2004.

Consolidated  gross  revenues for the quarter ended January 31, 2005 were $3,000
compared to $91,000 for the same quarter in 2004.

Bionutrics Health Products continues to sell its remaining evolvE(R)  inventory.
However,  in  the  future,  as  the  Company  repositions  itself  as a  product
development  company,  evolvE(R) will no longer be a significant product for the
Company.  The Company has announced plans for clinical trials for the first in a
series  of new  proprietary  dietary  supplements  developed  to  address  lipid
metabolism  and  assist  in the  maintenance  of normal  cholesterol,  which are
planned for later this year. If the Company is  successful  in this effort,  the
development and sale of this dietary supplement would provide revenues while the
Company pursues the longer term 505(b)(2) drug development  program with Nostrum
Pharmaceuticals, Inc. ("Nostrum").

Bionutrics and Nostrum  announced a product and technology  license agreement on
September 8, 2004, in which Nostrum  agreed to provide  Bionutrics  with certain
drug technology in connection with 505(b)(2) drug candidates.  Drug applications
referred to as 505(b)(2) drug  candidates are drug products that are potentially
"brandable,"  that may have higher  margins than generic drug  products but that
would have lower development costs than would completely new chemical  entities.
Nostrum,  is a New Jersey based  pharmaceutical  company  which  specializes  in
formulation  and delivery drug  technology and which has focused its research on
the  development  of  alternative,  505(b)(2)  drug  products  based on existing
chemical  formulations.  In  exchange  for the  technology  and  product  rights
extended to Bionutrics,  Nostrum  received  shares of Bionutrics'  common stock,
making Nostrum the largest  shareholder  of the Company.  Bionutrics has certain
obligations under the license  agreement,  which if not met would give Nostrum a
right of rescission  (which would trigger the return of its Bionutrics'  stock).
The date for fulfillment of the obligations has been extended to April 15, 2005.
There is no assurance that  Bionutrics will meet the  requirements  set forth in
the licensing agreement.


                                       7
<PAGE>

Cost of revenues for the three months ended  January 31, 2005 was $500  compared
to $1,000 for the same three months in 2004.  This reduction is primarily due to
lower sales volume of evolvE(R).

Operating expenses for the three months ended January 31, 2005 were $305,000.  A
significant  portion  of  these  expenditures  were  for  legal  and  accounting
services,  necessary  to fulfill  the public  reporting  requirements  under the
Securities Exchange Act of 1934 ("Exchange Act") of a public company.

The Company's equity in the loss of its investment in InCon Processing, which is
accounted  for using the equity  method,  for the three months ended January 31,
2005, was $213,000. The Company records its share of InCon Processing's loss for
the quarter as a reduction in its investment.

The net loss of $515,000 or $.03 per share for the three  months  ended  January
31, 2005 was due primarily to decreased revenues and increases in both operating
and other  expenses as outlined  above.  The Company is attempting to reposition
itself as a pharmaceutical drug development company, as discussed above, and the
losses  primarily  relate to its  efforts in  developing  the new  business  and
attracting investors.

Liquidity and Capital Resources

To date, the Company's  operations  have not generated  sufficient  cash flow to
satisfy the Company's  capital  needs.  The Company has financed its  operations
primarily  through  the  private  sale of its  securities  through  the  private
placement  of its common  stock,  warrants  and debt.  The Company had a working
capital deficit of approximately $3,314,000 at January 31, 2005 as compared with
$3,079,000  at October 31,  2004.  Cash and cash  equivalents  were  $269,000 at
January 31, 2005,  as compared  with $629,000 at October 31, 2004, a decrease of
$360,000.

Net cash used in  operating  activities  during  the  three-month  period  ended
January 31, 2005 was  $360,000.  This  resulted  from the  Company's net loss of
$515,000,  being reduced by the non-cash item attributable to expenses including
equity in loss of InCon Processing of $213,000.

No cash was used in investing  activities  during the three months ended January
31, 2005.

No cash was provided by financing activities during the three-month period ended
January 31, 2005.

In August,  2004, the Company entered into a stock purchase  agreement with Asia
Pacific Investment  Holdings,  LLC, for the issuance of 1,000,000 million shares
at an aggregate price of $1,000,000.  This equity  transaction  provided working
capital to the  Company,  permitting  it to have  audits  conducted  and filings
prepared and filed under the  Exchange Act to bring the Company into  compliance
with the Exchange Act's periodic reporting requirements for a public company.


                                       8
<PAGE>

The Company will require additional equity and/or debt financing for fiscal year
2005 to fund its operations and satisfy its debt service obligations, as well as
to fund the  research  and  development  costs  necessary  to complete  clinical
trials.  The Company has been exploring  obtaining  additional equity as well as
debt financing. It has received indications of interest but has not entered into
any  definitive   arrangements.   Access  to  additional   capital  will  depend
substantially  on  prevailing  market  conditions  and the  Company's  financial
condition and prospects at that time.  Bionutrics'  auditors have  emphasized in
their audit report a question  about the ability of the Company to continue as a
going concern.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

The  Company  does not invest in or own any market  risk  sensitive  instruments
entered into for trading  purposes or for purposes other than trading  purposes.
All  loans to the  Company  have  been  made with  fixed  interest  rates,  and,
accordingly,  the market  risk to the  Company  prior to the  maturity  of those
instruments is minimal.

ITEM 4. Controls and Procedures.

The  Company's  principal  executive  and  financial  officers have reviewed and
evaluated the effectiveness of the Company's  disclosure controls and procedures
(as defined in Rules 13a-14 (c) and 15d-14 (c) under the Securities and Exchange
Act of 1934 (the "Exchange Act")), as of a date within 90 days before the filing
of this report.  Based on that evaluation,  the officers have concluded that the
Company's  current  disclosure  controls and  procedures are effective to ensure
that  information  required to be  disclosed  by it in reports  that the Company
files or submits under the Exchange Act are recorded, processed, summarized, and
reported within the time periods specified in the Commission's rules and forms.


                                       9
<PAGE>

                                 BONUTRICS, INC.

                           PART II - OTHER INFORMATION


ITEM 1.       Legal Proceedings.

              NONE.

ITEM 2        Changes in Securities and Use of Proceeds.
         (c)  In December 2004, the Company issued 49,500 shares of
              common stock at $1.00 per share to Asia Pacific
              Investment Holdings Limited ("Asia Pacific"),
              pursuant to the terms of the convertible note entered
              into on February 12, 2004.

              The issuance to Asia Pacific was made pursuant to section 4 (2) of
              the Securities Act of 1933.


ITEM 3.       Defaults upon Senior Securities.

              NONE.

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

              NONE.

ITEM 5.       Other Information.

              NONE.

ITEM 6        Exhibits and Report on Form 8-K.


         (a)  Exhibits - NONE

         (b)  Reports on Form 8-K - NONE


                                       10
<PAGE>


                                BIONUTRICS, INC.

                                    SIGNATURE


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.


                                                  Bionutrics, Inc.
                                                  (Registrant)

Dated:   March 14, 2005                           By: /s/ Ronald H. Lane
                                                      ------------------
                                                          Ronald H. Lane
                                                  Its: Chairman of the Board,
                                                  Chief Executive Officer and
                                                  President


                                       11