<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 APRIL 30, 1998

                         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 the 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 JUNE 15, 1998
-----                                       -------------------------------
<S>                                         <C>       
COMMON                                      18,329,381
PAR VALUE $.001 PER SHARE
</TABLE>
<PAGE>   2
                                BIONUTRICS, INC.
                            INDEX TO QUARTERLY REPORT
                                  ON FORM 10-Q







PART I. FINANCIAL INFORMATION                                               PAGE


     ITEM I.    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                                         13

     ITEM 6     Exhibits and Reports on Form 8-K                              13

     SIGNATURE                                                                14



                                       2
<PAGE>   3
BIONUTRICS LOGO
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        APRIL 30          OCTOBER 31,
                                                                          1998               1997
                                                                       (UNAUDITED)         (AUDITED)
                                                                     --------------------------------
<S>                                                                  <C>                 <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                          $     52,049        $  2,181,121
  Trade receivables (net of allowance for bad debts of $36,289          2,440,045           2,334,719
        at April 30, 1998)
  Inventory                                                             1,142,855           1,407,760
  Prepaid expenses & other current assets                                 236,980             554,052
                                                                     --------------------------------
        Total Current Assets                                            3,871,929           6,477,652
                                                                     --------------------------------

PROPERTY, PLANT and EQUIPMENT (net of accumulated                       7,256,673           6,698,811
        depreciation of $851,498 and $258,357 respectively)

OTHER ASSETS, net of accumulated amortization:
  Goodwill                                                                549,778             563,878
  Patent applications and other related costs                             554,353             441,693
                                                                     --------------------------------
        Total Other Assets                                              1,104,131           1,005,571
                                                                     --------------------------------

TOTAL                                                                $ 12,232,733        $ 14,182,034
                                                                     ================================



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                   $  2,729,518        $  2,769,440
  Accrued liabilities                                                   1,474,088           2,033,567
  Current portion of notes payable & capital leases                     2,215,081             329,301
                                                                     --------------------------------
        Total Current Liabilities                                       6,418,687           5,132,308
                                                                     --------------------------------

LONG TERM LIABILITIES
  Notes payable & capital leases                                          141,077              13,407
                                                                     --------------------------------
        Total Liabilities                                               6,559,764           5,145,715
                                                                     --------------------------------

STOCKHOLDERS' EQUITY
  Common stock                                                             18,326              17,812
  Additional paid in capital                                           30,246,874          26,501,567
  Accumulated deficit                                                 (24,591,028)        (17,481,857)
  Common stock in treasury                                                 (1,203)             (1,203)
                                                                     --------------------------------
        Total Stockholders' Equity                                      5,672,969           9,036,319
                                                                     --------------------------------

TOTAL                                                                $ 12,232,733        $ 14,182,034
                                                                     ================================
</TABLE>


See Notes to Condensed Consolidated Financial Statements


                                       -3-
<PAGE>   4
BIONUTRICS LOGO
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                   Three Months                             Six Months
                                                  Ended April 30                          Ended April 30
                                        ------------------------------------------------------------------------

                                                1998                1997                1998                1997
                                        ------------------------------------------------------------------------
<S>                                     <C>                 <C>                 <C>                 <C>         
GROSS SALES                             $  1,584,660        $    165,984        $  3,379,601        $    165,984

DISCOUNTS AND ALLOWANCES                      73,310              20,690             165,331              20,690
                                        ------------------------------------------------------------------------
  NET SALES                                1,511,350             145,294           3,214,270             145,294

COST OF SALES                              1,847,237             661,672           3,746,715             661,672
                                        ------------------------------------------------------------------------
  GROSS LOSS                                (335,887)           (516,378)           (532,445)           (516,378)
                                        ------------------------------------------------------------------------
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES:                 3,411,021           2,038,797           6,559,064           3,346,034
                                        ------------------------------------------------------------------------
OTHER (EXPENSE) INCOME:                      (25,856)             71,173             (17,662)            126,928
                                        ------------------------------------------------------------------------
LOSS BEFORE PROVISION FOR
  INCOME TAXES                            (3,772,764)         (2,484,002)         (7,109,171)         (3,735,484)
                                        ------------------------------------------------------------------------
PROVISION FOR INCOME TAXES                         0                   0                   0                   0
                                        ------------------------------------------------------------------------
NET LOSS                                ($ 3,772,764)       ($ 2,484,002)       ($ 7,109,171)       ($ 3,735,484)
                                        ========================================================================
BASIC NET LOSS PER COMMON SHARE         ($      0.21)       ($      0.16)       ($      0.39)       ($      0.24)
                                        ========================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                        18,322,714          15,927,321          18,098,920          15,574,887
                                        ========================================================================
</TABLE>


See Notes to Condensed Consolidated Financial Statements


                                      - 4 -
<PAGE>   5
BIONUTRICS LOGO
Consolidated Statements of Cash Flows
(Unaudited)
____________________________________________________________________________

<TABLE>
<CAPTION>
                                                                          Six months
                                                                        Ended April 30
                                                                 ---------------------------
                                                                    1998           1997
                                                                 ---------------------------
<S>                                                              <C>            <C>
OPERATING ACTIVITIES:
Net Loss                                                         ($7,109,171)   ($3,735,484)
Adjustments to reconcile net loss to cash used in operations
 Depreciation and amortization                                       619,581         38,225
 Expenses incurred in exchange for common stock                       63,750         25,000
 Expenses incurred for capital raising                               (94,135)             0
 Non-employee stock-based compensation                                70,152        428,500
Changes in operating assets and liabilities:
 Receivables-net                                                    (105,326)      (151,106)
 Inventory                                                           264,905       (328,881)
 Prepaid expenses and other current assets                           317,072       (176,546)
 Accounts payable and accrued liabilities                           (599,400)       785,973
                                                                  -------------------------
     Net cash used in operating activities                        (6,572,572)    (3,114,319)
                                                                  -------------------------

INVESTING ACTIVITIES:
Capital expenditures                                              (1,102,196)    (1,090,184)
Investment in joint venture                                                0       (400,000)
                                                                  -------------------------
     Net cash used in investing activities                        (1,102,196)    (1,490,184)
                                                                  -------------------------

FINANCING ACTIVITIES:
Net proceeds from issuance of stock                                3,706,055      6,983,676
Note issuance                                                      1,852,376              0
Repayment of notes payable & capital lease obligations               (12,735)             0
                                                                  -------------------------
     Net cash provided by financing activities                     5,545,696      6,983,676
                                                                  -------------------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS              (2,129,072)     2,379,173

CASH AND CASH EQUIVALENTS, BEG OF PERIOD                           2,181,121      5,676,360
                                                                  -------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                          $   52,049     $8,055,533
                                                                  =========================
Supplemental Disclosures of Noncash Financing activities:

  Capital lease obligations                                       $  173,808
                                                                  ===========

</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
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and the instructions to
         Form 10-Q. Accordingly, they do not include all the information and
         footnotes required by generally accepted accounting principles for
         completed 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 six-month period ended April 30, 1998 are not
         necessarily indicative of the operating results that may be expected
         for the entire year ending October 31, 1998. 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,
         1997.

NOTE B - Basic net loss per share is computed by dividing net loss by the
         weighted average number of common shares assumed 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 - The Company raised $3,706,055 in capital through issuance of common
         stock during the six-month period ended April 30, 1998. This capital
         stock was issued at $5.00, $7.25 and $8.00 per share. The shares at
         $5.00 were issued in connection with the exercise of stock options and
         totaled $41,655. The shares issued at $7.25 a share represented
         $3,000,000 of the funds raised and were sold to Novartis Nutrition, a
         subsidiary of Novartis AG.

NOTE D - On March 23, 1998, the Company borrowed $1.5 million on a short-term
         basis, initially repayable on June 23, 1998. The lender has granted an
         extention to September 23, 1998. As security for the loan, the Company
         issued on March 23 a UCC-1 financing statement on assets of its
         subsidiary InCon Technologies and pledged 300,000 shares of company
         stock. Interest thereon accrues at 10% and 15% during the extention
         period. In connection with the extention the company will issue the
         bridge lender five-year warrants at $4.50 covering 25,000 shares.

NOTE E - Subsequent to the three month period ended April 30, 1998 the Company
         signed a memorandum of understanding ("MOU") to acquire Lipoprotein
         Technologies. The MOU also gives the Company the option to acquire and
         license certain technology held by companies affiliated with
         Lipoprotein. The transaction is subject to due diligence and mutual
         board approval.


                                       6
<PAGE>   7
         Lipoprotein is a privately held pharmaceutical development company with
         a drug candidate that addresses lowering LDL cholesterol and
         triglycerides and raising HDL cholesterol. Lipoprotein presently has an
         Investigational New Drug Application filed with the Food and Drug
         Administration and anticipates completion of phase III clinical trials
         in 1999.


                                       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 "ANTICIPATES" 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/A.

Three months ended April 30, 1998 compared with three months ended April 30,
1997.

RESULTS OF OPERATIONS

The results of operations for the second quarter of fiscal 1998 as compared to
1997 reflect Bionutrics, Inc. maturing into a company with national distribution
of several products and services through three subsidiaries.

Consolidated gross revenues for the quarter ended April 30, 1998 were $1,585,000
versus $166,000 for the same quarter in 1997, summarized by subsidiary as
follows:

<TABLE>
<CAPTION>
                                                       FOR THE QUARTER ENDED
                                                             APRIL 30,
                  SUBSIDIARY                       ---------------------------
          --------------------------
                                                      1998             1997
                                                   ----------       ----------
<S>                                                <C>              <C>
          InCon Technologies                       $1,135,000             *

          Bionutrics Health Products                  415,000       $  166,000

          Nutrition Technology                         35,000             -
                                                   ----------       ----------

          TOTAL  CONSOLIDATED GROSS REVENUES       $1,585,000       $  166,000
                                                   ==========       ==========
</TABLE>

          * - Acquired October 31, 1997


InCon Technologies gross sales are primarily attributed to molecular
distillation of materials from a variety of customers as well as the sale of
processing equipment. InCon was acquired by Bionutrics on October 31, 1997 and
as such reflects no sales activity for the same quarter prior year.


                                       8
<PAGE>   9
Bionutrics Health Products continued to rollout nationally its first product,
evolvE(TM), during the quarter. The revenues for the prior year reflects the
initial launch of evolvE. As of the end of the second quarter evolvE, offered in
three packages, was distributed by over 40,000 stores including many leading
drug and food chains and mass merchandisers throughout the United States.
Nonetheless, sales of evolvE have been less than anticipated because the Company
was forced to cut back on budgeted advertising and promotion for the product
owing to delays in raising capital during this period. The Company recognizes
that a sustained advertising program is necessary to achieve growth in the
evolvE product line, and that failure to show resulting positive sale results
could have a negative impact on obtaining and maintaining distribution store
accounts. The Company continues to seek additional capital to correct this
situation.

Nutrition Technology's processing was idle during the quarter ended April
30,1998 in preparation for full scale production of edible rice bran oil planned
to commence in the third quarter. Recent equipment purchases and other
expenditures to this end, chiefly in the second quarter, have approximated
$500,000. Gross sales reflected in this period represent byproducts sold out of
inventory. No revenues were reflected for the comparison quarter as production
just commenced and markets for byproducts were not yet established in 1997. The
Company's edible rice bran oil byproduct is expected to have market advantages
over competing oils such as soy, corn, canola and cottonseed owing to its
superior stability, reduced trans fatty acids and rice bran oil's perceived
health benefits.

Cost of sales for the quarter ended April 30, 1998 was $1,847,000 versus
$662,000 for the same quarter in 1997. Cost of sales for the first quarter ended
April 30, 1998 and 1997 resulted in negative margins as the company had not
achieved operating level efficiency primarily due to low volume activity at the
West Monroe production location and start-up costs associated with product
rollout of evolvE. The Company's manufacturing operations in West Monroe,
Louisiana were idle during the second quarter of this year to allow for
installation of new, more efficient processing equipment and to prepare for
commodity production of edible rice bran oil planned to commence in the third
quarter. Curtailment of operations has resulted in cost savings recognized in
the second quarter. The company anticipates margins to improve with the upgraded
equipment and with the commencement of sales of commodity rice bran oil. Cost of
sales for the second quarter of 1998 was negatively impacted by the one-time
adjustment to inventory of $227,000 to reflect market value.

Selling, general and administrative expenses for the quarter ended April 30,
1998 of $3,411,000 were $1,372,000 higher than that recognized for the same
quarter in 1997 of $2,039,000. In addition to costs associated with the InCon
Technologies molecular distillation processing business acquired effective the
first quarter of fiscal 1998, this increase in expenses directly reflects costs
associated with product rollout and infrastructure development. Significant
increases were incurred for salaries, research, advertising and marketing, legal
and consulting fees.


                                       9
<PAGE>   10
Other expense for the quarter ended April 30, 1998 was $26,000 versus other
income of $71,000 for the same quarter for the prior year. The decreased income
is attributable to decreased interest earnings from lower balances of cash and
interest incurred on borrowings.

Net loss increased to $3,773,000, or $0.21 per share for the quarter ended April
30, 1998 from $2,484,000, or $0.16 per share for the quarter ended April 30,
1997 due primarily to increased levels of expenses as outlined above offset in
part by the sales of evolvE and revenues from molecular distillation processing
and production byproducts.

Six months ended April 30, 1998 compared with six months ended April 30, 1997.

RESULTS OF OPERATIONS

Trends and comments as noted for the second quarter apply also to the six month
year-to-date comparisons. Results of operations for the first six months of
fiscal 1998 as compared to 1997 reflect the activities of Bionutrics, Inc. in
transition from a research and development mode to production and sales.

Consolidated gross revenues for the six months ended April 30, 1998 were
$3,380,000 versus $166,000 for the same period in 1997 and is summarized by
subsidiary as follows:

<TABLE>
<CAPTION>

                                            FOR THE SIX MONTHS ENDED
                                                   APRIL 30,
                                          ---------------------------
                SUBSIDIARIES
         ---------------------------         1998             1997
                                          ----------       ----------
<S>                                       <C>              <C>      
         InCon Technologies               $1,798,000            *

         Bionutrics Health Products        1,336,000       $  166,000

         Nutrition Technology                246,000            -
                                          ----------       ----------

         TOTAL GROSS REVENUES             $3,380,000       $  166,000
                                          ==========       ==========
</TABLE>


         * Acquired October 31, 1997

InCon Technologies gross sales are primarily attributed to molecular
distillation of materials as well as the sale of processing equipment. One
customer is expected to account for approximately 75% of InCon's business for
1998. InCon was acquired by Bionutrics on October 31, 1997 and as such reflects
no sales activity for the first half of the prior year.


                                       10
<PAGE>   11
Bionutrics Health Products continued to rollout nationally its first product,
evolvE(TM), during the six months ended April 30, 1998. The revenues for the
prior year reflects the initial launch of evolvE.

Nutrition Technology's processing revenues were lower during the first half of
1998 because the plant was idle during the quarter ended April 30,1998 in
preparation for full scale production of edible rice bran oil planned to
commence in the third quarter. Gross sales reflected in this period represent
byproducts sold out of inventory.

Cost of sales for the six months ended April 30, 1998 was $3,747,000 versus
$662,000 for the same six-month period in 1997. Cost of sales for the six months
ended April 30, 1998 and 1997 resulted in negative margins as the company had
not achieved operating level efficiency primarily due to low volume activity at
the West Monroe production location, evolvE sales volume and start-up costs
associated with product rollout of evolvE.

Selling, general and administrative expenses for the six months ended April 30,
1998 of $6,559,000 were $3,213,000 higher than that recognized for the same
quarter in 1997 of $3,346,000. In addition to costs associated with molecular
distillation processing business acquired effective the first quarter of 1998,
this increase in expenses directly reflects costs associated with product
rollout and infrastructure development. Significant increases were incurred for
salaries, research, advertising and marketing, legal and consulting fees.

Other expense for the six months ended April 30, 1998 was $18,000 versus other
income of $127,000 for the same six months in the prior year. The decreased
income is attributable to decreased interest earnings from lower balances of
cash and interest incurred on borrowings.

Net loss increased to $7,109,000 or $0.39 per share for the six months ended
April 30, 1998 from $3,735,000 or $0.24 per share for the six months ended April
30, 1997 due primarily to increased levels of expenses as outlined above offset
in part by the sales of evolvE and revenues from molecular distillation
processing and production by products.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities during the six-month period ended April
30, 1998 was $6,573,000 as compared to $3,114,000 during the same period in
1997. The increase in cash used is primarily due to losses as detailed in
results from operations.

Net cash used in investing activities during the six months ended April 30, 1998
was $1,102,000 as compared to $1,490,000 during the same period in 1997. These
investment activities were largely related to capital expenditures in the
manufacturing operations. The Company anticipates that additional investment in
manufacturing operations will be required. In 1997, investing activities also
reflected $400,000 in a former joint venture with InCon Technologies.


                                       11
<PAGE>   12
Net cash provided by financing activities totaled $5,546,000 for the six-month
period ended April 30, 1998 versus $6,984,000 from the same period in 1997. This
cash was provided primarily by the sale of common stock for both years as well
as short-term debt in the amount of $1,852,000 (including accrued interest) for
the second quarter of 1998.

As previously reported, in October 1997 the Company issued 500,000 shares of
restricted common stock at $8 per share pursuant to stock purchase agreements
with two overseas investors, both of whom are related to an existing
shareholder. Payment of the $4 million purchase price is evidenced by promissory
notes requiring payment no later than August 1, 1998, having been extended by
agreement from May 1, 1998. The share issuance is void under Nevada law if
payment is not received, and for accounting purposes the notes are not booked as
assets, and the shares so issued against promissory notes are not considered
issued and outstanding until the notes are paid. No assurance is given by the
Company that such notes will be paid, or paid on the extended due date.

In connection with the aforementioned stock sale to Novartis, in February 1998
the Company entered into a strategic alliance with Novartis to enable it to
evaluate the Company's technology and rice bran - derived products for potential
application as functional food ingredients The initial evaluation by Novartis is
expected to take until December 1998, following which Novartis is expected to
determine whether to increase its $3 million equity investment in the Company
and pay fees to the Company in connection with entering into a longer-term
research and license agreements. No assurance can be given that results of the
initial evaluation will satisfy Novartis regarding use of the Company's evolvE
product as a functional food ingredient, or that Novartis will determine to
proceed and extend or expand its relationship with the Company.

The proposed Lipoprotein acquisition, which is subject to completion of due
diligence and mutual board approval, would, be accomplished by merger chiefly
with Company stock. Lipoprotein would offer the Company an early opportunity to
have an approved pharmaceutical product for cardiovascular indications, which is
directly in line with its overall strategy. In addition, Lipoprotein's
technology would present an opportunity for the Company to develop its
functional food and expand its dietary supplement business.

The Company's current cash resources and expected cash flow from operations will
not be sufficient to fund its operational needs for the balance of fiscal 1998.
Therefore, the Company continues to seek additional capital though private
equity, bank lines of credit and asset based financing including capital
required to expand the business. The Company has recently entered into an
engagement agreement with a major banking institution to identify substantial
bridge financing preparatory to permanent private equity financing. A director
will loan the Company $1 million to be used for additional working capital
pending such bridge financing. 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.


                                       12
<PAGE>   13
                                BIONUTRICS, INC.

                           PART II - OTHER INFORMATION


ITEM 2(c)                  Changes in Securities:

                           413,793 shares of common stock sold to Novartis at 
                           $7.25 a share, pursuant to section 4 (2) of the 1933
                           Act.  10,000 shares of common stock issued at $6.375 
                           per share for financial advisory services to The 
                           Shemano Group pursuant to section 4 (2) of the 1933
                           Act.




ITEM 6            Exhibits and Reports on Form 8-K


                  (a)       Exhibits - none

                  (b)       Reports on Form 8-K  - none


                                       13
<PAGE>   14
                                BIONUTRICS, INC.

                                   SIGNATURES



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:  June 15, 1998                       By:/s/George E. Duck, Jr.
                                               ----------------------

                                                    Its: Vice President, Finance
                                                         Secretary and Treasurer



                                       14