SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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, 1999

     OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE OF 1934

     For the transition period from ____________ to _______________

     Commission file number:  0-24736


                   BioProgress Technology International, Inc.
                   ------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Nevada                                              88-0361701
            ------                                              ----------
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                            identification number)


 9055 Huntcliff Trace, Atlanta, Georgia                          30350-1735
 --------------------------------------                          ----------
(Address of Principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code:  (770) 649-1133

Indicate by check mark whether the issuer (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 the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes No X

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date: As of March 31, 1999,  there
were approximately 30,093,199 shares outstanding.

<PAGE>


I. PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

            BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
            ---------------------------------------------------------
                          (a development stage company)

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                 March 31, 1999

ASSETS
Cash and equivalents                                                    144,881
Inventory                                                                24,450
Other debtors                                                           385,133
Deferred consideration                                                1,120,000
                                                                     ----------
Total current assets                                                  1,674,464

INVESTMENTS                                                           1,425,000

FIXED ASSETS
Plant and machinery                                                     116,280
Office equipment                                                         16,652
Laboratory equipment                                                     31,304

INTANGIBLE ASSETS
Intellectual property rights                                             31,487
Goodwill                                                              5,524,505

                                                                     ----------
TOTAL ASSETS                                                          8,819,692
                                                                     ==========
LIABILITIES
Accounts payable                                                        282,161
Related parties                                                         526,270
Other creditors                                                         400,517
Deferred income                                                       1,120,000
Short-term loans                                                        742,000
Bank overdraft                                                              142
                                                                     ----------
Total current liabilities                                             3,071,090
                                                                     ----------

TOTAL LIABILITIES                                                     3,071,090
                                                                     ==========

STOCKHOLDER'S EQUITY

Common stock, $0.008 par value:

         25,000,000 shares authorized (1997: 25,000,000)
         38,214,403, 38,214,403 and 10,500,000 issued in 1999,
         1998 and 1997 respectively (See Note 2)                         66,694

         Additional paid-in capital                                   7,154,527
Accumulated deficit                                                  (1,559,641)

Profit for the current period                                            87,022
                                                                     ----------

                                                                      5,748,602
                                                                     ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            8,819,692
                                                                     ==========


The accompanying notes form an integral part of these statements.

<PAGE>

            BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
            ---------------------------------------------------------
                          (a development stage company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                             Three Months
                                                            Ended March, 31
                                                      -------------------------
                                                          1999           1998
                                                          ----           ----
                                                      $             $
                                                      -             -


Net Revenues                                              406,275             0

Cost of revenues                                            6,537             0
                                                      -----------   -----------

Gross profit                                              412,812             0

Less: expenses

Professional fees                                          54,327        13,370

Management recharge                                       120,000             0

General and administrative expenses                       151,463       178,007
                                                      -----------   -----------

Total cost and expenses                                   325,790       191,377
                                                      -----------   -----------
Profit/(loss) from operations and net profit/(loss)
Applicable to common stockholders                          87,022      (191,177)
                                                      ===========   ===========

Diluted profit/(loss) per common share                      0.002         (0.02)
                                                      ===========   ===========

Weighted average number of common shares               38,214,403    12,921,392
                                                      ===========   ===========



The accompanying notes form an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>

            BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
            ---------------------------------------------------------
                          (a development stage company)

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)
                                                             Three months ended
                                                                  31 March
                                                          ------------------------
                                                             1999           1998
                                                             ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                           <C>         <C>
Net profit (loss)                                             87,022      (191,177)

Adjustments to reconcile net profit (loss) to net cash
Used in operating activities

Depreciation and amortization                                 87,967             0

Changes in operating assets and liabilities:

Decrease in accounts receivable                               12,675             0
(Increase) in inventory                                      (24,450)            0
(Increase) in prepaid expenses and other current assets     (332,776)            0
(Increase) in deferred consideration                      (1,120,000)            0
(Increase) in payments in advance                                  0       (96,993)
Decrease in other assets                                       1,082       120,000
Increase in deferred revenue                               1,005,544             0
(Decrease) increase in accounts payable                       (5,154)        7,820
Increase in related parties and other creditors              115,422         5,850
Net of amounts acquired                                       (8,000)            0
                                                          ----------    ----------

Net cash used in operating activities                       (180,668)     (154,500)
                                                          ==========    ==========
Cash flows from investing activities:

Purchases of property and equipment                       (1,520,082)            0
Net of amounts acquired                                    1,500,000             0
                                                          ----------    ----------

Net cash used in investing activities                        (20,082)            0
                                                          ==========    ==========

Cash flows from financing activities:

Cash from business acquisition                                     0             0
Proceeds from sale of stock                                        0             0
Proceeds from sale of preferred stock                        266,000             0
Stock issued in payment of liabilities                             0             0
Stock subscription receivable                                      0       155,000
Reduction in long-term debt                                   (2,630)            0
                                                          ----------    ----------

Net cash provided by financing activities                    263,370       155,000
                                                          ==========    ==========

Net increase in cash and cash equivalents                     62,620           500
Cash and cash equivalents at beginning of period              82,119             0
                                                          ----------    ----------

Cash and cash equivalents at end of year                     144,739           500
                                                          ==========    ==========

Supplemental disclosure of cash flow information
Cash paid for interest                                           499             0
                                                          ==========    ==========


The accompanying notes form an integral part of these statements.

</TABLE>
<PAGE>

            BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
                          (a development stage company)

                          Notes to Financial Statements
                                   (Unaudited)

In the opinion of management,  all adjustments  (consisting of normal  recurring
adjustments)  considered  necessary  for a fair  presentation  of the  financial
condition of registrant have been included,  and the disclosures are adequate to
make the information presented not misleading.

Note 1. A summary of significant  accounting  policies is currently on file with
the U.S.  Securities and Exchange  Commission in registrant's  Form 10, which is
incorporated herein by reference.

Note 2. The  company  has  prepared  these  accounts  on the  basis of a reverse
acquisition  under purchase  accounting by  BioProgress  Technology  Limited,  a
subsidiary of BioProgress  Technology  International,  Inc. Accordingly,  Common
Stock  and  additional  paid-in  capital  have  been  restated  to  reflect  the
accounting  treatment  required.  The disclosure of stockholders'  equity and in
particular  the  disclosure  of shares in issue do not  represent  the shares of
common and preference  stock in issue of BioProgress  Technology  International,
Inc. These were 30,093,199 and 366,000 shares respectively at 31 March 1999.

Note 3. The profit per share was computed by dividing net profit by the weighted
average  number of  shares  of  common  stock  outstanding  during  the  period.
Effective for the year ended 31 December,  1998 the Company adopted SFAS No. 128
"Earnings per share."  The adoption of SFAS No. 128 requires the presentation of
basic  earnings per share and diluted  earnings per share.  Basic profit or Loss
per common share was  calculated  based upon the net profit or loss available to
common stockholders outstanding during the period

Note 4. Registrant has not declared or paid dividends on its common shares since
inception.

Note 5. The accompanying  unaudited  financial  statements have been prepared in
accordance  with  the  instructions  to  Form  10-QSB  and  do not  include  all
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

Note 6. Income taxes have not been provided for in that registrant has not had a
tax liability from inception to the date of these notes.

<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Results of Operations:

The  results  during  the  period  of  the  Registrant,  BioProgress  Technology
International,  Inc.,  a Nevada  corporation  (together  with its  wholly  owned
subsidiaries,  BioProgress Technology, Inc., BioProgress Technology Limited, and
DHA Nutrition Limited, the "Company"),  show that the Company has now posted its
first quarterly profits.

The results  reflect  the  Company's  continuing  efforts to  commercialize  its
XGel(TM) Film System,  both in North America and Europe.  The Company is engaged
in  the  development,  manufacture,  sale  and  distribution  of  materials  and
processes used to replace  gelatin in the  manufacture  of soft  capsules,  with
particular  emphasis  on  ingestible  products,   such  as  vitamin  and  herbal
supplements,  and  pharmaceutical  delivery  systems.  The overheads reflect the
considerable  advancements  that have been  achieved in the  development  of the
Company's  ingestible range of products.  This  development  program is ahead of
schedule and it is anticipated  that the ingestible  range of products should be
ready for market in the fourth quarter of 1999. These efforts by the Company are
continuing as the other lines the Company will be distributing are developed and
are introduced to the range of products.

On 30 March 1999 the company  completed  the  purchase of patents,  licenses and
trademarks  relating to a broad range of products - including the  award-winning
range of flushable and biodegradable  disposable  products - designed by Trutona
International,  Inc.  (Trutona).  Trutona is a private company based in Atlanta.
Total consideration  payable by the Company to Trutona is $1,500,000,  of which,
$750,000  was paid at closing in the form of 1,875,000  newly  issued  shares of
BioProgress  common stock.  The remaining  consideration is payable on or before
December  31,  1999  through an  additional  1,875,000  newly  issued  shares of
BioProgress common stock, in cash or through a combination of stock and cash, at
the sole discretion of BioProgress.

The  acquisition  of  Trutona's  intellectual  property is  strategic in that it
brings  complementary  technology to  BioProgress.  The special  formulation and
coating of water  soluble  and  biodegradable  films is at the very heart of the
design and  processing  of both our  animal-free  soft  capsules  and  Trutona's
disposable products. BioProgress is now positioned as one of the world's leading
companies engaged in the commercialization of water soluble film technologies."

On 30 March 1999 the Company  also  announced  an agreement to sell an exclusive
worldwide license to Consolidated  EcoProgress  Technologies (CES) (VSE: CES) to
manufacture,   sell  and  distribute  the  Trutona(TM)  line  of  flushable  and
biodegradable disposable products.

Total  consideration  payable by CES to  BioProgress  is  $1,500,000,  of which,
$380,000 is to be paid in cash at closing and the remaining  $1,120,000 is to be
paid via 1,066,667 newly issued shares of CES common stock. Further, BioProgress
will receive from CES a royalty on Trutona(TM)  gross product sales of 5%, up to
$3,500,000.

<PAGE>


Trutona's  product range  includes the world's  first ultra thin,  flushable and
biodegradable line of feminine sanitary napkins, which recently was selected for
a "Millennium Product" award under a program initiated by the British Government
to promote innovative technological  achievements.  The Trutona(TM) product line
is the only one of its kind to receive the coveted  EcoLogo(TM) mark promoted by
the Canadian Government under its Environmental Choice(TM) Program.

In addition to the  agreement  announced  on 30 March 1999,  the Company and CES
have executed a research and development  agreement under which the Company will
develop a line of biodegradable  baby diapers,  adult  incontinence  pads, and a
range of water  soluble and  biodegradable  cloths and solids for use in medical
applications and in the recovery of heavy metals. Both the existing and proposed
lines of products will use a combination of the intellectual  property developed
by the Company and the intellectual  property  acquired from Trutona.  CES is to
provide the funding for these development projects and, upon  commercialization,
they will be subject to the 5% royalty agreement referred to above.

The  company's  income for this quarter is largely from the sale of the extended
license to Trutona  products to CES and ongoing  license fees.  The sale of this
license will assist the Company's  efforts in financing  working capital for the
ongoing  research  and  development  program and the  resources  required by the
Company to bring its  products to market.  The  Company's  expenses in the first
quarter  of fiscal  1999 have  been  largely  administrative  and  research  and
development related. No meaningful  comparison can be made between 1999 and 1998
as the Company had limited  operations  during  1998.  The Company  continues to
investigate other product lines and commercial opportunities presented to it.

On April 6, 1999  BioProgress  Technology Ltd today announced the execution of a
technology  collaboration  agreement with Peter Black Healthcare Limited (PBHL),
one of Europe's  leading  manufacturers  and  distributors of vitamin,  herb and
mineral supplements.  The collaboration agreement allows BioProgress and PBHL to
work together to develop a new range of animal-free dietary supplements by using
the XGel(TM) Film System  developed by  BioProgress.  The new range will be made
available under both the Company's brand and through co-branding with PBHL.

This  arrangement  allows the Company to cultivate a relationship  with a strong
partner  having a first class  reputation  within the  industry,  and with first
class  production and  distribution  systems.  PBHL's packaging and distribution
expertise  will enable  BioProgress to focus solely on maximising the efficiency
of the  XGel(TM)  Film System and should help to increase  the rate at which the
Company  is able to rollout  its  product  line.  This  agreement  will give the
Company the  opportunity to fully explore the possible uses of the XGel(TM) Film
System in detail for PBHL's  brands and private label  customers,  which include
Superdrug, Sainsbury, Tesco and Safeway. This agreement, together with a similar
agreement  with United  Biscuits plc  executed  during the last quarter of 1998,
means the company is now  positioned  to implement  its business plan to deliver
new and innovative products.


<PAGE>


On April 27, 1999 BioProgress  announced the appointment of Gregory L. Bowers to
the newly  created  position  of  President  of its North  American  subsidiary,
BioProgress  Technology,  Inc.  Greg joined the Company from Banner  Pharmacaps,
Inc., where he served as Senior Vice President Sales and Marketing of its Health
and  Nutrition  division.  In his  new  position,  he will  be  responsible  for
overseeing the  implementation of the Company's plan to enter the North American
market. Greg has also been elected to the Company's Board of Directors. While at
Banner  Pharmacaps for 12 years,  which is the North  American  market leader in
soft capsules, Greg was responsible for the company's entire sales and marketing
activity  for its  nutritional  products,  and in an  earlier  position  for its
generic prescription drugs and international business.  Prior to joining Banner,
Greg  served  as  Executive  Vice  President  and  General   Manager  for  Chase
Pharmaceutical  Company for 6 years,  where he was  responsible for all business
operations  of  the  350-employee   pharmaceutical   and  nutritional   products
manufacturer.

On April 21,  1999 the company  announced  that its UK  subsidiary,  BioProgress
Technology  Ltd  has  been  granted  Millennium  Product  status  by the  United
Kingdom's  Design  Council for its  innovative  XGel(TM) Film System after Prime
Minister Tony Blair  challenged  British  businesses to show that Britain is the
creative powerhouse of the world. The British  Government's  Secretary for Trade
and Industry,  Stephen Byers, announced news of the award in London on Monday 19
April.  Millennium  Products  status will help  reinforce the  importance of the
Company's technology as it seeks to grow its customer base around the world

The  Company  believes  that its  XGel(TM)  Film  System  is the  world's  first
animal-free  soft capsule process.  The patented  process  eliminates the use of
gelatin,  which  is  a  protein  derived  from  animal  renderings.   Since  the
mid-1930's,  gelatin  has been  the only  material  suitable  for  encapsulating
non-aqueous    products   such   as   vitamin   oils   (dietary    supplements),
pharmaceuticals,  cosmetic  oils (bath  beads)  and  paint,  as used in the fast
growing paintball leisure pursuit.  The XGel(TM) Film System employs  innovative
processes  that allow soft  capsules  to be  produced  with a very wide range of
characteristics from spontaneous release to delayed release, while improving the
capsules  performance  under extremes of temperature and humidity.  The XGel(TM)
Film System technology has attracted the interest of major companies in both the
dietary supplement and pharmaceutical industries.

Liquidity and capital resources

The Company continues to fund its operations via loans and credit management and
the sale of preference  shares in the Company.  The  acquisition  of the Trutona
assets and the extension of the license to CES should  contribute  significantly
to the Company's  working  capital by way of royalties and the sale of shares in
CES. The Company  continues to investigate a number of other  long-term  funding
scenarios and opportunities.

<PAGE>


                           PART II - OTHER INFORMATION

Item 1. Litigation

No material  legal  proceedings  to which the Company is a party or to which the
property of the Company is subject is pending and no such material proceeding is
known by  management  of the  Company  to be  contemplated.  No  material  legal
proceedings  to which any  director,  officer or affiliate  of the Company,  any
owner of record or beneficially of more than five percent of any class of voting
securities of the Company,  or security holder is a party adverse to the Company
or has a material interest adverse to the Company is pending.

Item 2.  Change in Securities

Not applicable.

Item 3.  Defaults Upon Senior Securities

Not applicable.

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

Not applicable.

Item 5.  Other Information

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

Exhibit 27 - Financial Data Schedule

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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 this 8th day of June, 1999.

BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.
(Registrant)

By: /s/ Barry J. Muncaster
--------------------------
Barry J. Muncaster, President
and Chief Executive Officer

/s/ James T.C. Longley
----------------------
James T. C. Longley, Chief Financial
Officer
(Principal Financial Officer)