<PAGE>   1
                       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, 2001
                                         ----------------

                         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

2425 E. CAMELBACK RD., SUITE 650  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.

<TABLE>
<CAPTION>
CLASS                                     OUTSTANDING AS OF MARCH 16, 2001
-----                                     --------------------------------
<S>                                       <C>
COMMON
PAR VALUE $.001 PER SHARE                           22,721,252
</TABLE>




                                       1
<PAGE>   2
                                BIONUTRICS, INC.
                            INDEX TO QUARTERLY REPORT
                                  ON FORM 10-Q

<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION                                               PAGE
<S>                                                                          <C>

    ITEM 1.  Condensed Consolidated Financial Statements (Unaudited):

                Consolidated Balance Sheets                                    3

                Consolidated Statements of Operations                          4

                Consolidated Statements of Cash Flows                          5

                Notes to Condensed Consolidated Financial Statements           6


     ITEM 2. Management's Discussion and Analysis                              8




PART II. OTHER INFORMATION

     ITEM 2(c)  Changes in Securities                                         11

     ITEM 6     Exhibits and Reports on Form 8-K                              11

     SIGNATURE                                                                12
</TABLE>



                                       2
<PAGE>   3
BIONUTRICS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


<TABLE>
<CAPTION>
                                                                     JANUARY 31,      OCTOBER 31,
                                                                        2001             2000
                                                                    -----------------------------
<S>                                                                 <C>              <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                         $    462,789     $    711,563
  Trade receivables - net of allowance for bad debts of
    $48,239 and $48,239, respectively                                     21,930           16,845
  Inventory                                                               95,846          100,401
  Prepaids & other current assets                                         72,077           62,383
                                                                    -----------------------------
       Total Current Assets                                              652,642          891,192
                                                                    -----------------------------

PROPERTY - net of accumulated depreciation of $349,732
    and $342,573, respectively                                             8,315           15,474
                                                                    -----------------------------

LONG-TERM RECEIVABLE                                                     263,071          263,071
                                                                    -----------------------------

OTHER ASSETS:
  Patent applications and other related costs - net of accum.
    amortization of $184,244 and $177,328, respectively                  385,221          392,137
  Investment in InCon Processing, LLC                                  2,439,047        2,544,494
                                                                    -----------------------------
       Total Other Assets                                              2,824,268        2,936,631
                                                                    -----------------------------

TOTAL                                                               $  3,748,296     $  4,106,368
                                                                    =============================



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                  $    683,913     $    664,375
  Accrued liabilities                                                    597,126          590,779
  Capital leases                                                                            2,278
                                                                    -----------------------------

       Total Current Liabilities                                       1,281,039        1,257,432
                                                                    -----------------------------

STOCKHOLDERS' EQUITY
  Common stock - $.001 par value - authorized, 45,000,000 shares;
    22,721,252 and 21,471,252 issued and outstanding, respectively        22,718           21,468
  Preferred Stock, $.001 par value - authorized 5,000,000 shares;
    591,850 and 0 issued and outstanding, respectively                   798,998
  Additional paid-in capital                                          37,030,103       37,545,322
  Receivable collectible in cash or common stock                        (677,117)        (677,117)
  Warrants                                                               912,009          874,603
  Accumulated deficit                                                (35,618,251)     (34,914,137)
  Common stock in treasury, at cost                                       (1,203)          (1,203)
                                                                    -----------------------------
       Total Stockholders' Equity                                      2,467,257        2,848,936
                                                                    -----------------------------

TOTAL                                                               $  3,748,296     $  4,106,368
                                                                    =============================
</TABLE>


See Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>   4
BIONUTRICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                  Three Months
                                                 Ended January 31
                                          ----------------------------
                                                 2001             2000
                                          ----------------------------
<S>                                       <C>              <C>
REVENUES:
  REVENUE FROM SERVICES                                    $   130,482
  REVENUE FROM PRODUCT SALES                   23,123           57,054
                                          ----------------------------
       TOTAL GROSS REVENUES                    23,123          187,536

DISCOUNTS AND ALLOWANCES                       14,635           36,272
                                          ----------------------------

       NET REVENUES                             8,488          151,264

COST OF REVENUES                                6,595           17,382
                                          ----------------------------

       GROSS PROFIT                             1,893          133,882
                                          ----------------------------

OPERATING EXPENSES:
  SELLING, GENERAL AND ADMINISTRATIVE         592,323          525,842
  RESEARCH AND DEVELOPMENT                     15,180           40,878
                                          ----------------------------
       TOTAL OPERATING EXPENSES               607,503          566,720
                                          ----------------------------

       OPERATING LOSS                        (605,610)        (432,838)
                                          ----------------------------

OTHER EXPENSES                                (98,505)         (86,222)
                                          ----------------------------

NET LOSS                                  $  (704,115)     $  (519,060)
                                          ============================


WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                         22,084,988       20,817,712
                                          ============================

BASIC NET LOSS PER COMMON SHARE                ($0.03)          ($0.02)
                                          ============================
</TABLE>



See Notes to Condensed Consolidated Financial Statements


                                        4
<PAGE>   5
BIONUTRICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                         Three months
                                                                       Ended January 31
                                                                  -------------------------
                                                                       2001           2000
                                                                  -------------------------
<S>                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                                                          ($704,115)     ($519,060)
Adjustments to reconcile net loss to cash used in operations:
 Depreciation and amortization                                       14,075         28,450
 Loss on investment in joint venture                                105,447         88,082
 Stock based compensation expense                                    22,436
 Expenses satisfied with issuance of common stock                                   14,814
Changes in operating assets and liabilities:
 Trade receivables-net                                               (5,085)       (30,259)
 Inventory                                                            4,555         14,630
 Prepaids and other current assets                                   (9,694)         2,126
 Accounts payable                                                    19,538        (94,466)
 Accrued liabilities                                                  6,347         27,777
                                                                  -------------------------

       Net cash used in operating activities                       (546,496)      (467,906)
                                                                  -------------------------

FINANCING ACTIVITIES:
 Proceeds from issuance of stock & warrants                         300,000
 Proceeds from debt                                                                500,000
 Repayments of debt & capital leases                                 (2,278)        (2,091)
                                                                  -------------------------

       Net cash provided by financing activities                    297,722        497,909
                                                                  -------------------------

NET (DECREASE) INCREASE IN CASH AND
 CASH EQUIVALENTS                                                  (248,774)        30,003

CASH AND CASH EQUIVALENTS, BEG OF PERIOD                            711,563        680,190
                                                                  -------------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                          $ 462,789      $ 710,193
                                                                  =========================
</TABLE>

See Notes to Condensed Consolidated Financial Statements


                                        5
<PAGE>   6
                                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, 2001 are not necessarily indicative of the operating
              results that may be expected for the entire year ending October
              31, 2001. These 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, 2000. The
              accompanying 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 operating losses of $35,618,251
              through January 31, 2001 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 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
              basic net loss per share calculation, as they are anti-dilutive.

NOTE C -      In June 1998, the FASB issued SFAS No. 133, Accounting for
              Derivative Instruments and Hedging Activities. SFAS No. 133
              requires that an enterprise recognize all derivatives as either
              assets or liabilities in the statement of financial position and
              measure those instruments at fair value. Subsequent to the
              issuance of SFAS 133, the FASB has received many requests to
              clarify certain issues causing difficulties in implementation. In
              June 2000, the FASB issued SFAS No. 138 which responds to those
              requests by amending certain provisions of SFAS 133. The
              statements are effective for the Company's fiscal year beginning
              November 1, 2000.




                                       6
<PAGE>   7
     SFAS 133, as amended by SFAS 138, does not have a material impact on the
     Company's consolidated financial statements.







                                       7
<PAGE>   8
                                BIONUTRICS, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS


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.



RESULT OF OPERATIONS

Three months ended January 31, 2001 compared with three months ended January 31,
2000.

Consolidated gross revenues for the quarter ended January 31, 2001 were $23,000
compared to $188,000 for the same quarter in 2000, summarized by subsidiary as
follows:

<TABLE>
<CAPTION>
                                                      FOR THE QUARTER ENDED
                                                            JANUARY 31,
                                                  -----------------------------
             SUBSIDIARY                             2001                2000
     ----------------------------------           --------           ---------
<S>                                               <C>                <C>
     Bionutrics Health Products                     23,000             157,000

     LipoGenics                                          0              31,000
                                                   -------            --------

     Total Consolidated Gross Revenues            $ 23,000           $ 188,000
                                                  ========           =========
</TABLE>

Bionutrics Health Products continues to experience a significant decline in
sales due to curtailment of advertising and support for the brand evolvE(R) as a
result of financial constraints. The Company recognizes that a substantial
advertising program is necessary to maintain significant sales of the evolvE(R)
product line, and that failure to show positive sales results will have a
negative impact on the maintenance of its accounts. In addition, some accounts
have returned the product due to low volume activity.

The Company is repositioning itself as a product development company and as such
is engaged in discussions with several potential marketing partners involving
evolvE(R) and future branded products including dietary supplements and
functional food products.


                                       8
<PAGE>   9
Bionutrics Health Products recognized revenues of $100,000 in the first quarter
of fiscal 2000 for services related to its product development activities. New
products will be based on new technology extending beyond a tocotrienol
platform. The Company has announced that it is launching a new cardiovascular
product under the brand name, "CARDIO-CIN(TM) - For Heart and Health". This new
product, based on Bionutric's patented niacin and soluble fiber composition, is
targeted to the cholesterol dietary supplement market.

LipoGenics revenues for the three months ended January 31, 2001 are zero
compared to the same three months in 2000 of $31,000. The revenues were
attributable to a Phase I Small Business Innovation Research (SBIR) grant from
the National Heart, Blood and Lung Institute. As this grant was completed during
fiscal year 2000, there are no revenues shown for the same period in 2001.

Cost of revenues for the three months ended January 31, 2001 was $7,000 compared
to $17,000 for the same three months in 2000. This reduction is primarily due to
lower sales volume of evolvE(R).

Operating expenses for the three months ended January 31, 2000 of $607,000 were
$40,000 more than that recognized for the same three months in 2000 of $567,000.
This slight increase is due to an increase in expenditures for legal and
accounting services.

Other expenses for the three months ended January 31, 2001 were $98,000 compared
to $86,000 for the same period in the prior year. This expense, for both
periods, is primarily due to the Company's loss on its investment in InCon
Processing, which is accounted for using the equity method. The Company records
its share of InCon Processing's loss for the quarter as a reduction in its
investment.

Results of Operations for InCon Processing for the 3 months ended January 31,
2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                        3 months ended       3 months ended
                       January 31, 2001     January 31, 2000
                       ----------------     ----------------
<S>                    <C>                  <C>
Revenues                 $   816,000           $ 1,019,000

Costs                      1,027,000             1,195,000
                         -----------           -----------

       Net Loss          $  (211,000)          $  (176,000)
                         ===========           ===========
</TABLE>


Net loss increased to $704,000 or $.03 per share for the three months ended
January 31, 2001 compared to $519,000, or $.02 per share for the three months
ended January 31, 2000 due primarily to lower revenues as outlined above.



                                       9
<PAGE>   10
LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities during the three-month period ended
January 31, 2001 was $546,000 as compared to $468,000 during the same period in
2000. This increase is due primarily to lower revenues.

Net cash used in investing activities during the three months ended January 31,
2001 and January 31, 2000 was $0 for both periods.

Net cash provided by financing activities totaled $298,000 for the three-month
period ended January 31, 2001 compared to $498,000 for the same period in 2000.
The cash provided during the quarter ended January 31, 2001 was from the sale of
common stock pursuant to an equity line of credit whereas the cash provided
during the same period ended January 31, 2000 was from the issuance of debt.

The Company's current cash resources combined with the maximum draw down under
the common stock purchase agreement with Justicia Holdings Limited will be
sufficient to meet our anticipated working capital expenditure requirements for
at least the next 12 months. However, if our stock price and trading volume
remain at current levels, the maximum draw down is unavailable pursuant to the
terms of the agreement. Draw down amounts available under current market
conditions, should they remain unchanged or worsen, will provide cash resources
enough only to meet our requirements for the next 3 months. In addition, the
Company is not permitted to draw down on the equity line until the registration
statement filed on Justicias' behalf becomes effective. Therefore, the Company
continues to seek additional capital through private equity and bank lines of
credit. There can be no assurance that such additional financing will be
attainable, or attainable on terms acceptable to the Company. Access by the
Company to additional capital will depend substantially upon prevailing market
conditions, and the financial condition of and prospects for the Company at the
time. The Company's ability to obtain additional capital could be negatively
impacted if it fails to meet certain established criteria necessary to maintain
its listing on the Nasdaq SmallCap Market. As of February 6, 2001, the Company
did not meet one or more of the criteria to maintain its listing, and the
company has 90 calendar days, or until May 7, 2001, to meet the criteria. Should
the Company's stock cease trading on the SmallCap Market,it would be traded on
the OTC Bulletin Board or possibly listed for trading in certain daily
publications, such as the "Pink Sheets." As a result, an investor might find it
more difficult to dispose of, or obtain accurate price quotations for, our
shares. Trading in this manner might also reduce the visibility,liquidity, and
price of our common stock, and the Company would be required to comply with
regulations that impose additional sales practice disclosure and market making
requirements on broker/dealers who sell or make a market in our stock.

Management is continuing its efforts to obtain additional funds and is also
continuing its efforts to reposition the Company as a product development
company and, as such, is engaged in discussions with several potential marketing
partners involving evolvE(R) and future branded products, including dietary
supplements and functional food ingredients.



                                       10
<PAGE>   11
                                BIONUTRICS, INC.

                           PART II - OTHER INFORMATION



ITEM 2(c)     Changes in Securities:

              In January 2001, issued 300,000 shares of common stock at $1.00
              per share to the Ropart Investments LLC, pursuant to the equity
              draw down facility entered into on December 20, 2000. In
              connection with this issuance, the Company issued 30,000, 3 year
              warrants at an exercise price of $1.00 per share.

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

ITEM 6        Exhibits and Report on Form 8-K


        (a)   Exhibits - None

        (b)   Reports on Form 8-K - None







                                       11
<PAGE>   12
                                BIONUTRICS, INC.

                                    SIGNATURE

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

                                         Bionutrics, Inc.
                                         ----------------
                                           (Registrant)

Dated: March 16, 2001                        By: /s/ Ronald H. Lane
       --------------                            -----------------------

                                             Its: Chairman of the Board,
                                                  Chief Executive Officer
                                                  and President

                                             By: /s/ Karen J. Harwell
                                                 -----------------------

                                             Its: Controller and Chief
                                                  Accounting Officer




                                       12