UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)


|X|   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the Quarterly Period Ended September 30, 2002 or

|_|   Transition Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                         Commission File Number: 0-24736

                    BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC

                            (Exact name of registrant
                          as specified in its charter)


            Nevada                                        88-0361701
(State of other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization

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

                                 (770) 649-1133
              (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 the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:

Yes |X| No |_|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

As of December 3, 2002 there were 49,230,101 shares of common stock outstanding.
(**Includes 1,294,352 from "units" issued, and 103,000 resulting from conversion
of Preferred A and B shares in 2002.)


<PAGE>


                                TABLE OF CONTENTS


                                                                            PAGE

PART I - FINANCIAL INFORMATION.................................................2

Item 1.  Financial Statements (Unaudited)......................................2

         Consolidated Balance Sheets for September 30, 2002 and
         December 31, 2002.....................................................2

         Consolidated Statement of Operations for the three months ended
         September 30, 2002 and 2001...........................................3

         Consolidated Statement of Operations for the nine months ended
         September 30, 2002 and 2001...........................................4

         Consolidated Statement of Cash Flows for the nine months ended
         September 30, 2002 and 2001...........................................5

         Notes to Financial Statements (unaudited).............................7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.................................................8

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........16

PART II - OTHER INFORMATION...................................................18

Item 6.  Exhibits and Reports on Form 8-K.....................................18

         SIGNATURES..........................................................S-1


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

           BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                     September 30, 2002    December 31, 2001
                                                                            (unaudited)
                                                                     ------------------    -----------------
                                                                        $                     $
<S>                                                                     <C>                   <C>
CURRENT ASSETS
Cash and cash equivalents                                                    11,396                 5,851
Marketable securities                                                          --                 210,630
Accounts receivable                                                         101,578               193,388
Amounts due from related parties                                            604,715               484,085
Prepaid expenses and other current assets                                   592,035             1,356,187
                                                                        -----------           -----------

Total current assets                                                      1,309,724             2,250,141

FIXED ASSETS
Property, plant and equipment, net                                          627,621             1,383,673

EQUITY INVESTMENTS, net                                                     693,420               559,377

INTANGIBLE ASSETS
Trademarks, licenses, patents, net                                          855,971               958,200
Goodwill                                                                  4,747,213             4,914,919
                                                                        -----------           -----------
TOTAL ASSETS                                                              8,233,949            10,066,310
                                                                        ===========           ===========
CURRENT LIABILITIES
Bank overdraft                                                              580,265               332,738
Accounts payable                                                          1,143,506               749,594
Amounts owed to related parties                                             534,653               377,219
Accrued expenses and other current liabilities                              988,813               880,550
Deferred revenue                                                             50,000             1,326,900
                                                                        -----------           -----------
Total liabilities                                                         3,297,237             3,667,001
                                                                        -----------           -----------

Redeemable convertible preferred stock, Series A, par value $1.00             4,140                 3,900
Redeemable convertible preferred stock, Series B, par value $2.50           262,320               602,970
                                                                        -----------           -----------
                                                                            266,460               606,870
                                                                        -----------           -----------

STOCKHOLDERS' EQUITY Common stock, $0.001 par value:
75,000,000 shares authorized
49,028,879 shares issued and outstanding (2001: 47,631,527)                  49,029                47,632

Additional paid-in capital                                               26,017,424            24,724,050
Accumulated deficit                                                     (21,380,058)          (19,103,570)
Accumulated other comprehensive income                                      (16,143)              124,327
                                                                        -----------           -----------
TOTAL STOCKHOLDERS' EQUITY                                                4,670,252             5,792,439
                                                                        -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                8,233,949            10,066,310
                                                                        ===========           ===========
</TABLE>

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS.


                                       2
<PAGE>


           BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Three Months Ended September 30,
                                                                        2002              2001
                                                                    $                 $
<S>                                                                 <C>               <C>
Net revenues                                                          1,470,325            71,486

COSTS AND EXPENSES

Costs of revenues                                                           199             2,373

Research and development                                                  1,503           148,434

Professional fees                                                        60,898           133,246

Realized and unrealized loss (profit) on marketable securities          142,982           211,331

General and administrative expenses                                     672,604           658,579
                                                                    -----------       -----------

Total cost and expenses                                                 878,186         1,153,963
                                                                    -----------       -----------

Profit (Loss) from operations                                           592,139        (1,082,477)

Share of loss from equity investment                                   (117,925)         (112,541)
                                                                    -----------       -----------

Net profit (loss)                                                       474,214        (1,195,018)

Dividend payable and accretion of preferred stock                         (--)           (167,963)
                                                                    -----------       -----------
Net profit (loss) applicable to common stockholders                     474,214        (1,362,981)
                                                                    ===========       ===========

Net profit (loss) per common share - basic                                 0.01             (0.03)
                                                                    ===========       ===========
                                   - diluted                               0.01             (0.03)
                                                                    ===========       ===========
Weighted average number of common shares - basic                     48,881,652        45,665,184
                                                                    ===========       ===========
                                         - diluted                   49,241,435        45,665,184
                                                                    ===========       ===========
</TABLE>


THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS.


                                       3
<PAGE>


           BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months Ended September 30,
                                                                       2002               2001
                                                                   $                  $
<S>                                                                <C>                <C>
Net revenues                                                         2,070,756            724,774

COSTS AND EXPENSES

Costs of revenues                                                       61,315             88,459

Research and development                                                71,749          1,082,412

Professional fees                                                      394,150          1,068,821

Realized and unrealized profit on marketable securities                134,539            444,060

General and administrative expenses                                  3,175,527          2,967,405
                                                                   -----------        -----------

Total cost and expenses                                              3,837,280          5,651,157
                                                                   -----------        -----------

Loss from operations                                                (1,766,524)        (4,926,383)

Share of loss from equity investment                                  (317,716)          (322,443)
                                                                   -----------        -----------

Net loss                                                            (2,084,240)        (5,248,826)

Dividend payable and accretion of preferred stock                     (192,248)          (268,133)
                                                                   -----------        -----------
Net loss applicable to common stockholders                          (2,276,488)        (5,516,959)
                                                                   ===========        ===========

Net loss per common share - basic and diluted                            (0.05)             (0.12)
                                                                   ===========        ===========
Weighted average number of common shares - basic and diluted        48,207,530         45,657,091
                                                                   ===========        ===========
</TABLE>


THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS.


                                       4
<PAGE>


           BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOW


<TABLE>
<CAPTION>
                                                                           (Unaudited)
                                                                  Nine months ended September 30,
                                                                      2002              2001
                                                                   $                 $
<S>                                                                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                           (2,084,240)       (5,248,826)

Adjustments to reconcile net loss to net cash
used in operating activities
Impairment of goodwill                                                167,706              --
Depreciation and amortization                                         342,863           508,632
Share of loss of associate                                            317,715           321,931
Realized and unrealized loss on marketable securities                 210,630           363,840
Loss on disposition of fixed assets                                   216,252           139,483
Accretion of Warrants                                                    --            (138,000)
Write-off prepaid expense                                             630,728              --

Changes in operating assets and liabilities:
Accounts receivable                                                    91,810           399,759
Amounts receivable from related parties                              (120,630)         (503,558)
Prepaid expenses and other current assets                             133,423          (325,394)
Deferred revenue                                                   (1,276,900)         (403,005)
Accounts payable                                                      393,912           422,556
Accrued expenses and other current liabilities                        265,697           206,925

                                                                   ----------        ----------

Net cash used in operating activities                                (711,034)       (3,945,448)
                                                                   ==========        ==========

Cash flows from investing activities:
Purchases of property and equipment                                  (121,212)         (710,074)
Net purchase of investments                                              --             (79,615)
Amounts advanced to equity investment                                 (28,715)         (601,400)
Dividends paid                                                        (30,018)             --
Cash acquired from acquisition                                           --              14,908
                                                                   ----------        ----------

Net cash used in investing activities                                (179,945)       (1,376,181)
                                                                   ==========        ==========
Cash flows from financing activities:

Proceeds from sale of preferred stock                                    --           1,462,918
Proceeds from sale of new units                                       792,136              --
Bank overdraft                                                        247,527           262,099

                                                                   ----------        ----------
Net cash provided by financing activities                           1,039,663         1,725,017
                                                                   ----------        ----------

Effects of exchange rate changes on cash and cash equivalents        (143,139)          (52,444)
                                                                   ----------        ----------
Net increase (decrease) in cash and cash equivalents                    5,545        (3,649,056)

Cash and cash equivalents, at beginning of period                       5,851         3,818,717
                                                                   ----------        ----------
Cash and cash equivalents, at end of period                            11,396           169,661
                                                                   ==========        ==========
</TABLE>


                                       5
<PAGE>


           BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF CASH FLOW (CONTINUED)


                                                           (Unaudited)
                                                 Nine months ended September 30,
                                                      2002             2001
                                                    $               $
CASH PAID (RECEIVED) DURING THE PERIOD FOR
Interest                                             12,296          (51,469)
Income taxes                                           --               --

NONCASH INVESTING AND FINANCING ACTIVITIES

The company sold its premises at Norwood Road for a total consideration of
$420,374. This consideration was in the form of a note receivable.

During the period, $502,640 and $1,422,146 of Redeemable convertible preferred
series B stock was converted into common stock during the years ended 31
December 2002 and 2001 respectively


                                       6
<PAGE>


           BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARIES

                    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.

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-KSB, which
is incorporated herein by reference. Certain reclassifications have been made to
the 2001 financial statements to conform to the 2002 presentation.

Note 2. The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all information
and footnotes required by generally accepted accounting principles in the United
States for complete financial statements.

Note 3. In July 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141, Business Combinations (FAS 141) and
No. 142, Goodwill and Other Intangible Assets (FAS 142). FAS 141 requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method. Under FAS 142, goodwill and intangible assets with
indefinite lives are no longer amortized but are reviewed annually (or more
frequently if impairment indicators arise) for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives (but with no maximum life). The amortization
provisions of FAS 142 apply to goodwill and intangible assets acquired after
June 30, 2001. With respect to goodwill and intangible assets acquired prior to
July 1, 2001, the Company adopted FAS 142 effective January 1, 2002. The Company
has applied the provisions of FAS 142 in the current periods. The following
table shows the effect of adopting this standard:

<TABLE>
<CAPTION>
                                                     Three Months Ended Sept 30,       Nine Months Ended Sept 30,
                                                        2002            2001             2002             2001
                                                        ----            ----             ----             ----

<S>                                                  <C>            <C>              <C>              <C>
Reported net profit (loss)                           $ 474,214      ($1,195,018)     ($2,084,240)     ($5,248,826)
Goodwill amortization                                 (169,544)         169,544         (508,632)         508,632
                                                     ---------      -----------      -----------      -----------
Adjusted net profit (loss)                           $ 304,670      ($1,025,474)     ($2,592,872)     ($4,740,194)
                                                     =========      ===========      ===========      ===========
Reported net profit (loss) per common share          $    0.01      $     (0.03)     $     (0.04)     $     (0.12)
Goodwill amortization                                     --               --        $     (0.01)     $     (0.02)
                                                     ---------      -----------      -----------      -----------
Adjusted net profit (loss) per common share          $    0.01      $     (0.03)     $     (0.05)     $     (0.10)
                                                     =========      ===========      ===========      ===========
</TABLE>

In June, 2002, the FASB issued Statement 146, "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS 146 replaces previous accounting
guidance provided by EITF 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)", and requires companies to recognize costs
associated with Exit or disposal activities only when a liability for these
costs are incurred (subsequent to a commitment to a plan) rather than at the
date of a commitment to an exit or disposal plan. Examples of costs covered by
the Statement include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operations, plant
closings, or other initiated after December 31, 2002. Although management
believes the adoption of SFAS 146 will not have a material impact on the
Company's financial statements, adoption of the Statement will result in timing
differences in the recognition and measurement of expenses relating to exit and
disposal activities.


                                       7
<PAGE>


Note 4. During the first and subsequent quarters to date of 2002, the Company
has entered into agreements with various accredited investors for the issue of
1,294,352 shares common stock and 2,125,500 warrants, exercisable at various
prices for a term of five years, for cash consideration totaling $792,136. The
agreements are pursuant to an offering by the Company for the sale up to 600
"units" of its equity at a price of $5,000 per unit. Each unit is comprised of
7,500 shares of unregistered common stock and 6 warrants, each such warrant
expiring on December 31, 2006 and each exercisable for 2,500 common shares at
purchase prices which range from $1.00 up to $10.00. The Company committed to
have declared "effective" the registration of the common shares issued in this
offering by September 30, 2002, or otherwise issue an additional 1/10th unit (to
a maximum of 90%) for each full month beyond that date through such time as
declaration of effectiveness has been achieved. At the date of this report the
Company has not registered the shares issued in this offering and therefore will
be issuing an additional 2/10th unit to subscribers in due course.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated
financial statements and related notes thereto included elsewhere in this
Quarterly Report on Form 10-Q.

FORWARD-LOOKING STATEMENTS

Certain of the statements contained in this Quarterly Report on Form 10-Q,
including certain statements in this section, are forward-looking. In addition,
from time to time, we may publish forward looking statements relating to such
matters as anticipated financial performance, business prospects, technological
developments, new products, research and development activities and similar
matters. These statements involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among other things, those
listed under Risk Factors in the Annual Report on Form 10-KSB of the Company for
the year ended December 31, 2001, which are:

      o     our limited operating history makes evaluating our business
            difficult,

      o     our quarterly operating results may fluctuate significantly and you
            should not rely on them to predict our future performance,

      o     our business may suffer if new customers do not accept our product
            offerings,

      o     we depend on a few industries for most of our sales, and we may not
            be successful in expanding beyond those limited markets,

      o     the loss of one of our largest customers could cause our revenues to
            drop quickly and unexpectedly,

      o     we depend upon licenses with manufacturers for revenues,

      o     we need additional cash to operate our business and our viability as
            a going concern is uncertain,

      o     our stock price or our business could be adversely affected if we
            are not able to efficiently integrate acquisitions; competition
            could reduce our market share and harm our business; we need to
            continually develop new products or we risk technological
            obsolescence,

      o     we have a limited ability to protect our intellectual property
            rights and others could infringe on or misappropriate our
            proprietary rights,

      o     we depend on key personnel for our success,

      o     our founders, officers and principal stockholders have substantial
            control over our voting stock and have the ability to make decisions
            that could adversely affect our stock price,

      o     we may be subject to future product liability claims,

      o     our common stock price is likely to be volatile and could drop
            unexpectedly,


                                       8
<PAGE>


      o     if we fail to maintain our OTC Bulletin Board listing, liquidity of
            your investment will be adversely affected,

      o     and under certain circumstances, our common stock may be considered
            a penny stock which could negatively impact the market for our
            common stock.


In some cases, you can identify forward-looking statements by terminology such
as may, will, should, expect, plan, anticipate, believe, estimate, predict,
potential or continue or the negative of such terms or other comparable
terminology. Forward-looking statements are only predictions. Actual events or
results may differ materially. In evaluating these statements, you should
specifically consider various factors, including the risks outlined under Risk
Factors. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of such
statements.

OVERVIEW

As used in this Item 2, "the Company", "we", "us" and "our" means BioProgress
Technology International, Inc. BioProgress) and its consolidated subsidiaries.
We are a development stage company engaged primarily in the research,
development, manufacturing, marketing, sales and distribution of products that
use water soluble and biodegradable films for the dietary supplement,
pharmaceutical, recreational and cosmetic industries and other applications. Our
research and development operations are located in the United Kingdom. During
2000, 2001 and during 2002 our primary focus remained and remains on the
development and commercialization of our unique and proprietary process, the
XGel(TM) Film System (XGel(TM) FS).

Since inception, we have incurred substantial operating losses and we expect
operating losses to continue in the near term as we continue our product
development efforts, conduct trials and undertake marketing and sales activities
for the XGel(TM) FS. Our ability to achieve profitability is dependent upon our
ability to successfully execute our marketing and sales plan for the XGel(TM) FS
and various versions of XGel(TM) Film, and to complete in an efficient and
timely manner development work on other versions of the XGel(TM) FS. During the
period of this report we successfully satisfied several milestones with our
current contracts, which enabled deferred revenue to be recognized giving rise
to a profit for the period of $881,815. The value of contracts in hand does not
include future sales of XGel(TM) Film which may arise following installation of
XGel(TM) FS under contract. We have contracts for each version of our XGel(TM)
FS for oral dose delivery - liquid fill, Tablet Wrap, NRobe and Septum. Revenue
from these contracts will be recognized as milestones are achieved.

We have reviewed our operations, in particular, the projects and products under
development being undertaken together with a full review of our overheads with
regard to cash burn, financial resources and the amount of funds required until
cash flow break-even. As a result of this review, projects and product
development have been re-prioritized with a view to bringing those projects to
market more quickly which will have a positive cash flow impact. As an
indication of the depth and quality of our intellectual property rights and
products in various stages of development, we did not feel that any projects
should be shelved completely, as all the projects could earn significant future
revenues for our business.

We arranged a bank overdraft with Barclays Bank PLC for (pound)400,000
($624,560.) The entire balance is subject of a personal guarantee in the amount
of (pound)300,000 by Barry Muncaster, our Chief Executive Officer, and in the
amount of (pound)100,000 by Graham Hind, our director and Managing Director of
BTL and we do not expect the facility to be withdrawn or curtailed in the
foreseeable future. We reported in earlier reports that we were expecting to
receive clearance from the Internal Revenue Service during our 2002 second
quarter in respect of U.S. withholding tax on our licenses, which will enable
the receivable due from Peter Black Healthcare Limited (Peter Black), one of our
licensees, to be collected and which will be a blanket clearance for all
licenses written of a similar nature. As at the date of this report we are still
awaiting such clearance.

We reported earlier that our Company's directors and the directors of all of our
operating subsidiaries had taken a 66.6% pay cut for the twelve month period
commencing July 1, 2001, after which period the salaries would be reviewed. We
have conducted such a review and will retain the pay cut for the foreseeable
future. The London office, opened in early 2001, has been closed and the Norwood
Road premises were leased, then sold this during Q1 of 2002 to The Healthy Forum
Limited. Stronger and improved internal financial controls implemented earlier
and prioritization of projects has resulted in decreased costs. We have
gradually reduced cash burn from operations throughout the final six months of
2001 and through first three quarters of this year and we intend to closely
control and plan our cash outlay moving forward. We believe that we continue to
manage our working capital effectively.


                                       9
<PAGE>


During the second quarter of this year, Greg Bowers resigned as a director of
the Company and also resigned his position as President of BioProgress
Technology, Inc. Mr. Bowers has taken a position as Chief Executive Officer with
a large international company engaged in the pharmaceutical business.

At a meeting of the directors held on September 9, 2002, Dr. Carey Bottom agreed
to act as an executive director of the Company, and further agreed to accept the
position of President of BioProgress Technology, Inc. Dr. Bottom's primary
function will be to develop the North America market for our entire range of
technologies and product offerings.

On September 9, 2002 Ms. Elizabeth Edwards, Group Accountant, agreed to act
temporarily as the company's Chief Financial Officer.

On July 18, 2002 we received notice from Andersen that its business would cease
to exist on July 31, 2002 and, therefore, it would resign as our auditors
effective that date.

On September 10, 2002 we appointed Grant Thornton as our auditors.

Earlier this year we initiated a program seeking to raise an additional maximum
of $3 million by way of the issue of restricted, private placement common stock
and warrants, which is intended to enable us to reach operational cash flow
break-even, estimated at between 3 to 6 months from now. We believe that this
amount may prove conservative and that, barring any protracted delays to
contracts in hand, such funds will be sufficient for current plans. Based on
actual sales to investors in 2002 through the date of this filing, management
believes that it will be able to raise necessary funds.

                              RESULTS OF OPERATIONS

                                     SUMMARY

Our results for the nine months ended September 30, 2002 show that we recorded
certain license fees and other income derived from agreements signed in respect
of our XGel(TM) FS and variations thereof. Other sources of income were fees for
research and development work. The decreased operating loss of $1,259,379 in the
nine months of 2002, as compared to $4,926,383 in the first nine months of 2001,
primarily consists of research and development expenditures, administration
costs and certain non-cash items, such as depreciation. The expenditure incurred
by our research and development facility located in the United Kingdom has
decreased to $1,541,706 in the period, as compared to $2,991,725 in the
equivalent period of 2001, as a direct result of management's operational review
throughout the final six months of 2001 and consolidation of operations and
cost, and increased payments for such services from our customers. The results
reflect the Company's continuing efforts to commercialize its XGel(TM) FS, both
in North America and Europe.

Our finances remain on budget notwithstanding the net overdraft of $630,884,
which is secured by personal guarantees given by Barry Muncaster and Graham
Hind. We believe that during the course of the next twelve months, our plans and
the business model, will enable us to continue to commercialize our XGel(TM) FS
and that our financial health will strengthen. Funds generated are expected to
arise from agreements already signed, the signing of further agreements, cash
from receivables, receipt of funds from Jade Partnership International, Inc.
(Jade) and The Healthy Forum, in repayment of their respective loans from us,
and our private sale of unregistered common stock and warrants. In addition, the
Company is in engaged in active discussions with London based investment banks
and stockbrokers regarding the possibility of raising capital. There can be no
assurance given about the potential outcome from such discussions.

CONSOLIDATED STATEMENT OF OPERATIONS

The Company's operations were streamlined during the first three quarters of
2002 and are expected to remain stabilized at current levels in terms of
premises and other overhead throughout 2002. This has resulted in overall
decreases in all material headline expense figures in the profit and loss
account. We expect to recruit between 10 and 15 additional research, design and
production engineering staff during the first quarter of 2003 in order to
deliver contracts in hand and at late stage of negotiations.


                                       10
<PAGE>


                                    REVENUES

We generate revenues from licensing the rights to use our intellectual property
in the XGel(TM) FS, the sale of the XGel(TM) FS, and research and development
services to assist customers in gaining maximum benefit from the license.
Revenues from license arrangements and the sale of XGel(TM) FS are recognized
when there is persuasive evidence of an agreement with a customer,
collectibility is probable and the fee is fixed or determinable. Revenues from
research and development contracts are recognized ratably over the period to
which the contract relates, unless significant acceptance criteria exist. If
acceptance criteria exist, revenues are recognized upon the earlier of customer
acceptance or the expiration of the acceptance period.

The Company's total revenues increased to $2,070,756 from $724,774 in the first
nine months of 2001. The increase in total revenues in the first nine months of
2002 was a result of recognition of deferred revenue.

The following is a summary of major contracts signed during 2001 and the first
three quarters of 2002 that have had a major impact on the revenues of the
Company and which are expected to lead to the generation of material revenues
later in 2002 and 2003.

On July 25, 2000, we announced that we had licensed our XGel(TM) FS to Peter
Black. Peter Black is a wholly owned subsidiary of Peter Black Holdings (LSE:
BKP). Peter Black is the United Kingdom's leading supplier and largest
manufacturer of private label vitamin, mineral and herbal supplements. In
addition, it owns several leading supplement brands and the United Kingdom's No.
2 Direct Marketing Brand. The license grants Peter Black exclusive use of the
XGel(TM) FS to produce and sell dietary supplements and non-prescription
medicines within the United Kingdom and Republic of Ireland. In addition, Peter
Black has conditional exclusivity to serve as a contract manufacturer of dietary
supplements and non-prescription medicines within member states of the European
Economic Community and the European Free Trade Association. The license is in
respect of one XGel(TM) FS. Additional XGel(TM) FS, if and when ordered by Peter
Black, will require the purchase of additional licenses. Consideration paid for
the license remains confidential at this time. In addition, an annual license
fee is payable in respect of the license for the period of ten years or the life
of the patent, whichever is the longer term. We have recognized as revenues all
cash received thus far from Peter Black. On March 26, 2002 we announced that
Peter Black Healthcare Limited had accepted the XGel(TM) Film System under
contract. Further, that such acceptance had triggered a contract for a second
system. In addition, we announced that Peter Black Healthcare Limited had
executed an option to acquire 5 NRobe(TM) versions of the XGel(TM) Film System.
Subsequently, Peter Black Healthcare increased to 10 the number of NRobe(TM)
XGel(TM) Film Systems under option. Products produced on Peter Black's XGel (TM)
FS are undergoing stability tests.

During June 2001, we commenced user trials of our flushable and biodegradable
ostomy pouch. As a result of the feedback received during Q3 of 2001, we
produced a large batch of ostomy pouches in order to expand the number of trials
with a view toward collecting sufficient data to determine the efficacy of the
current design. During Q1 of 2002, and following receipt and study of the data
collected from trials during Q4 of 2001, we determined that our ostomy pouch had
sound commercial potential.

On August 30, 2002 the Company executed a worldwide Exclusive License Agreement
in respect of a variation of its XGel(TM) technology with a division of
Bristol-Myers Squibb Company. As a result of this agreement, the Company has
ceased exploring commercial opportunities for its ostomy pouch. For the time
being, details of the Worldwide Exclusive License agreement are to be held in
strictest confidence at the request of our Licensee.

On July 10, 2001 we completed four agreements with a Spanish pharmaceutical
company, Farmasierra, S. L., for: the sale of a full scale XGel(TM) FS; the sale
of a license to use our patents in respect of the XGel(TM) technology; the
future supply of additional XGel(TM) FS; and, the future supply of XGel(TM) Film
for use with the XGel(TM) FS. We believe that the technology covered by these
agreements may revolutionize the pharmaceutical industry. The pharmaceutical
industry currently uses two types of gelatin-based dosage forms: gelatin soft
capsules for liquids and two-piece hard gelatin capsules for powders. These two
processes exist because the soft capsule process is essentially wet, and
therefore not suitable for use with powders. With the development of a powder
fill version of the XGel(TM) FS, pharmaceutical companies will be able to employ
just the one process to deliver both liquid and powder products. Further, our
Septum technology enables both liquids and powders to be combined in a single
capsule and to be released at different times and or sites in the digestive
system. We have recognized revenues received to date in respect of the
Farmasierra agreements. At the date of this report work on the Farmasierra
contracts is progressing satisfactorily.

On July 9, 2001, we extended our product development agreement with The Boots
Company PLC (Boots) and negotiated ongoing commercial terms to enable new
product concepts to enter consumer trials. The Product Development Agreement was
executed in October 2000 to develop a range of innovative new consumer products
utilizing BioProgress' unique XGel(TM) FS encapsulation technology. On November
28, 2001, we announced that we had reached a commercial agreement with The Boots
Company plc (LSE: BOOT) whereby The Boots Company


                                       11
<PAGE>


would use our XGel(TM) Film System to produce samples for consumer trials of an
innovative oral dosage form. On April 2, 2002 we announced that we executed
stage three of our first Product Development Agreement with Boots following
successful consumer acceptability trials of the newly developed products. The
Product Development Agreement was first executed in October 2000 and proceeded
to stage two during November of last year. The aim of the Product Development
Agreement is to develop a range of innovative new consumer products utilizing
our unique XGel(TM) FS encapsulation technology. For commercial reasons the
specific products and categories are confidential. We have recognized all
revenues received thus far from Boots. At the date of this report work on the
Boots' project is progressing satisfactorily.

On March 28, 2002, following 18 months development work and evaluation studies,
we executed an agreement with Worldwide Consumer Medicines, a division of
Bristol-Myers Squibb Company, in respect of a novel application of the XGel(TM)
FS. For commercial reasons the specific products and categories are
confidential. Phase one of this three phase project has been successfully
completed and revenues in respect thereof have been recognized.

On May 21, 2002 we announced that we had executed another New Product
Development Agreement with The Boots Company plc. This is the second Agreement
with the Boots Company and is separate to the first agreement executed in
October 2000, which has progressed to Stage 3 as announced by the Company during
April of this year. Once again the aim is to develop a range of innovative new
consumer products utilizing our unique XGel(TM) Film System. This new agreement
will focus on the new NRobe(TM) version of the XGel(TM) technology. For
commercial reasons the specific products and categories are confidential.

On May 23, 2002 we announced we had gained Kosher approval for our XGel(TM) Film
System. Dayan M. D. Elzas, Rabbi in charge of the Kashrus Board of the
London-based Federation of Synagogues issued a letter stating the XGel(TM) Film
System is capable of Kosher Certification. After thorough research into both
ingredients and manufacturing processes, Dayan M. D. Elzas concluded that the
XGel(TM) Film System is suitable for Kosher purposes. Customers of BioProgress
will be able to apply for Kosher Certification, which will be readily
forthcoming provided their own products meet the necessary requirements.

On August 27, 2002 we announced that we had executed an amendment to the License
Agreement held by Consolidated EcoProgress Technologies ("CES"). We waived all
outstanding royalties due to us from CES and agreed to waive all future
royalties that would accrue in respect of sales of all products produced by CES
under the terms of the Exclusive License Agreement. In addition, we and CES
agreed to a mutual release of all obligations under the Research and Development
Agreement between the parties. In consideration of our agreement to amend the
exclusive License Agreement, CES has irrevocably waived any and all rights it
may have or may have had to participate in the ownership and commercialization
of BioProgress' technology as employed in ostomy products. BioProgress will pay
CES a royalty of 5% of all proceeds it receives on any account from its ostomy
products to a maximum cumulative amount of US $1,000,000.

On September 30, 2002 we announced that we had executed a new product
development agreement with a global pharmaceutical company.

On November 27, 2002 we executed a contract with a potential customer whereby
the potential customer agreed to pay $1,500,000 for certain rights to evaluate
certain of our technologies. Details of the contract are to be held strictly
confidential for the time being.

We are continuing to work with major international corporations engaged in
pharmaceuticals, consumer durables and confectionery products to determine the
suitability of the XGel(TM) FS to replace traditional encapsulation processes
and, in some cases, to facilitate new product development not possible with
competitive technologies. Most, if not all of our customers are the owners of
major product brands. Market sensitivities surrounding such brands call for a
high degree of confidentiality. We respect the needs of our customers and
therefore refrain from naming them unless we have their full prior approval to
do so.

                                COST OF REVENUES

Our cost of revenues decreased from $88,459 in 2001 to $61,315 in 2002. The cost
for 2002 primarily consisted of expenditures made by our recently acquired (in
2001) ProDesign Technologies Limited division, including direct labor of
$25,081. The remaining expense in 2002 included materials purchased by PTL in
satisfaction of a consulting contract and direct materials purchased for use in
the XGel(TM) film system. The cost for the 2001 period were primarily comprised
of direct labor and materials cost related to development contracts, the largest
being our


                                       12
<PAGE>


collaboration with Proctor and Gamble in development of XGel(TM) FS variants. We
do not expect to incur material cost of revenue expense until we begin shipment
of XGel(TM) FS to customers, or unless we enter into additional revenue based
consulting and development agreements with our customers.

                      RESEARCH AND DEVELOPMENT EXPENDITURE

Research and development expenditure in first three quarters of 2002 decreased
by 92% from $1,082,421 in 2001 to $71,749 in 2002. The reason for the decrease
in 2002 is a result of the increased research and development efforts funded by
customers in developing new variations of the XGel(TM) FS- specifically, the
ingestible products prototype machines (Swallow, Tablet Wrap and NRobe, and
Septum engine) and film developments. During 2002 and the latter quarters of
2001, we took several major steps toward commercializing the XGel(TM) FS. During
2002 and 2001, we have expensed as operating costs most continuing research and
development expenditures not funded by customers, and intend to capture as cost
of revenues only those expenses directly related to inventory of equipment and
sale thereof and identifiable costs of consulting engagements.

                                PROFESSIONAL FEES

Professional fees decreased to $394,150 in nine months of 2002 from $1,068,821
in the nine months of 2001. The amount during 2001 is caused largely by
increased corporate advice fees related to leverage of our capital structure and
other potential equity transactions.

         REALIZED AND UNREALIZED (PROFIT) LOSS ON MARKETABLE SECURITIES

A gain of $8,443 was incurred during the first half of 2002 as compared to a
loss of $211,331 in 2001. We have now disposed of the majority of our holdings
in marketable securities, with EcoProgress comprising the only remaining
investment. The holdings in 2001 were sold to provide working capital and the
downwards movements in the capital markets meant that significant losses were
realized.

                        LOSS ON DISPOSAL OF FIXED ASSETS

In connection with the sale on March 28th, 2002 of our Norwood Road property to
The Healthy Forum Limited, we recorded a loss on disposal of certain freehold,
furniture and fixtures totaling $216,252 during the first half of 2002. The
company sold assets with a net book value of $636,626 for total consideration of
$420,374. This consideration was in the form of a note receivable.

                       GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses have increased to $3,175,527 in the first
nine months of 2002 from $2,967,405 in the nine months 2001. The material
balances classified within general and administrative expenses are discussed
below:

Directors and senior management costs. Payments in relation to directors and
senior management services have decreased to $369,623 during the first three
quarters of 2002 from $1,018,492 during the comparable period of 2001. Since
July 1, 2001, the salaries of directors were cut by two thirds and all bonus
provisions reversed for a period of twelve months, at which time the salaries
were reviewed again and the status quo maintained. Management also continues to
pursue other cost cutting measures, and accepted resignation from our Chief
Financial Officer, James T.C. Longley. Mr. Longley's responsibilities are being
absorbed by existing personnel for the foreseeable future, which is expected to
result in lower cost overall during the second half of the year.

Amortization and depreciation. Amortization and depreciation costs have
decreased in the nine months of 2002. The charge during the nine months of 2002
was $474,974 compared to $805,709 in the nine months of 2001. The charge for the
first half of 2002 includes increased depreciation resulting from higher fixed
asset levels which have resulted from our purchase of ProDesign Technology
Limited ("PTL") in June of 2001, and the write-off of the goodwill of $167,706
which arose upon that acquisition. Such write-off was deemed appropriate in the
current period as a result of the significantly reduced headcount, revenue and
operations of the PTL division. The reduction against the first half of 2001 is
a result of the charge for amortization of goodwill that arose following the
reverse acquisition of Bioprogress Technology Limited in 1998 in 2002 being $nil
compared to $339,088 in 2001. The Company has applied the provisions of SFAS 142
and accordingly no longer amortizes the goodwill.

Staff related costs. Staff related costs, which consist primarily of salary
costs (other than directors and senior management), recruitment, and traveling
have increased to $812,412 in 2002 from $733,451 in 2001. This increase


                                       13
<PAGE>


is a result of increases in the headcount as we develop different variations of
the XGel(TM) FS and an increase in traveling costs.

Other general and administrative costs. Other costs within the general and
administrative area have increased to $1,085,468 in the nine months to September
2002 from $629,125 in the equivalent period of 2001. The following are the major
reasons for the changes: A write-off of prepaid costs in respect of the common
stock purchase agreement entered into with Fusion Capital Fund II, LLC has meant
$630,728 has been charged in the first nine months of 2002 compared with $nil in
the 2001. Foreign exchange gains during the nine months of 2002 were $92,002. In
the comparable period of 2001, foreign exchange losses were $55,823. As cash
balances have been reducing, the Company has not been as adversely affected by
adverse foreign currency fluctuations. Other expenses within this category,
which include such items as office overheads (rent, stationery, maintenance and
similar categories) decreased in line with expectations due to the Company's
review of operations in 2001 and implementation during 2002.

General administration charges are likely to stabilize or slightly decrease
during the latter half of 2002 as a result of our review of operations and cost
reduction measures and controls implemented in late 2001. We continue to make
efforts to minimize day-to-day overheads and periodic reviews of overhead costs
continue to be undertaken internally.

                              LOSS FROM OPERATIONS

The result of the above is that a loss from operations of $2,276,488 was
generated in the first nine months half of 2002 compared to a loss of $5,516,959
in the first nine months of 2001. We expect that costs will stabilize or
slightly decrease during the forthcoming quarters as a result of management
review of operations and cost reduction measures and controls implemented in
late 2001 and as the frequency in delivery of machines increases. At the end of
the period subject of this report there is currently $50,000 of deferred income
that is expected to be released in December 2002 and beyond as revenue
recognition criteria are met.

                       SHARE OF LOSS OF EQUITY INVESTMENT

During 2000, we invested an initial $50,000 in The Healthy Forum. We continue to
offer financial support by way of loan. The Healthy Forum has been formed to
build a global well-being brand in the complimentary medical and specialty food
sectors. The principal products of The Healthy Forum are feminine hygiene,
beneficial foods and vitamins, minerals and supplements. During the first half
of 2002, we have taken a charge to profit and loss in respect of our share of
the losses of The Healthy Forum of $199,790, as compared to $209,390 in the
first half of 2001. In April 2001, we increased our shareholding in The Healthy
Forum from 29.9% to 46.6% for a total of $620,000 by way of $120,000 cash and
$500,000 settlement of debt. Additionally, we provided The Healthy Forum with
cash loans throughout since that time, including first half of 2002 advances
totaling $28,000, and accepted a note receivable for $420,378 for their purchase
on March 28, 2002 of our property at Norwood Road, March, Cambridgeshire, UK.
Comparatively, we loaned The Healthy Forum an additional $130,500 during the
first half of 2001.

Subsequent to the period of this report THF served notice on the Company
alleging that the 5,843,750 shares of THF owned by the Company are partly paid
and requested the payment of (pound)337,459.71 ($526,909.59), failing which, the
shares owned by the Company would be forfeited. We vehemently dispute this
allegation and have served THF with a Statement of Claim demanding, inter alia,
that it withdraws its allegation, see "Litigation".

                           PROVISION FOR INCOME TAXES

No provision has been made for income taxes in 1999, 2000 or 2001 or the first
three quarters of 2002 as a result of the losses we have incurred. We have
provided a 100% valuation allowance against the deferred tax asset arising on
the net operating losses due to the uncertainty of their ultimate realization.

                 DIVIDENDS PAYABLE AND ACCRETION OF COMMON STOCK

During the first nine months of 2002 a charge of $177,073 was recorded, as
compared to $167,963 for the first nine months in 2001, for accretion of
preferred stock to increase the loss available to common shareholders. This is
incurred due to a substantially increased issuance of Series B Preferred Stock
during 2001, with the difference that arises between the subscription price and
redemption value being charged to equity. Dividends of $15,178 were paid during
the first three quarters f 2002 compared to nil in the prior year.


                                       14
<PAGE>


                         LIQUIDITY AND CAPITAL RESOURCES

Since its inception, we have financed our operations primarily through the
private sale of preferred stock to accredited investors and more recently
through sales of common stock units on a private placement basis. As at
September 30, 2002 and December 31, 2001, we had a net bank overdraft which
totaled $580,265 and $326,887, respectively. During the first three quarters of
2002, we received $722,183 from sale of units and of Series B Preferred Stock
shares at par value as compared to $1,462,918 from the sale of units and of
Series B Preferred Stock during the first three quarters of 2001. These proceeds
were used for general working capital purposes, including research & development
and the building, design and upgrade of further plant and machinery for our new
Hostmoor location.

In December, 2001 we entered into a common stock purchase agreement with Fusion
Capital Fund II, LLC a Chicago based institutional investor, whereby Fusion
Capital agreed to buy up to $6.0 million of our common stock. The commencement
of the funding is subject to certain conditions including the effectiveness of a
registration statement we issued 970,350 shares to Fusion Capital as a prepaid
cost of the transaction. The proceeds from the funding will be used for working
capital and general corporate purposes. We have the right to control the timing
and the amount of stock sold to Fusion Capital. The purchase price of the shares
to be sold to Fusion Capital will be based upon the market price of our common
stock at the time of sale without any fixed discount. BioProgress intends to
periodically evaluate market conditions and its capital needs in order to
determine the timing and the amount of stock it will sell to Fusion Capital. We
intend to sell shares of common stock to Fusion Capital opportunistically only
under favorable market conditions. On September 13, 2002 we were informed
verbally by an officer of Fusion Capital of their intention to terminate the
contract on September 16, 2002. On September 16, 2002 we received from Fusion
Capital formal notification that it had terminated the contract. At the time we
filed our report for the period ending June 30, 2002 we reported that our
directors had not had time to consult on the matter with counsel. In any event,
at a meeting of the directors held on September 9, 2002 it was resolved that,
because of general market conditions and other funding initiatives commenced and
in hand, we would not be progressing with the Fusion contract in the foreseeable
future, if at all. Accordingly, we believe that termination of the Fusion
contract, if in fact it is terminated, will have immaterial or no impact on the
Company's plans. In the event of termination, Fusion Capital retains the 970,350
shares previously issued. Our directors have subsequently formed the view that
Fusion Capital has no grounds for terminating the contract. Accordingly, we
intend to serve notice on Fusion Capital demanding the return to the Company of
the 970,350 shares issued to Fusion pursuant to the contract.

Starting in February, 2002, the Company has entered into agreements with certain
accredited investors for the issue of 1,070,750 shares common stock and
2,141,500 warrants, exercisable at various prices for a term of five years, for
cash consideration totaling $713,500, which was received in the first half of
2002. The agreements are pursuant to an offering by the Company for the sale up
to 600 "units" of its equity at a price of $5,000 per unit. Each unit is
comprised of 7,500 shares of unregistered common stock and 6 warrants, each such
warrant expiring on December 31, 2006 and each exercisable for 2,500 common
shares at purchase prices which range from $1.00 up to $10.00. The company
believes the warrants currently have a nominal fair value and accordingly no
fair value has been assigned to the warrants issued. The Company committed to
have declared "effective" the registration of the common shares issued in this
private placement by September 30, 2002, or otherwise issue an additional 1/10th
unit (to a maximum of 90%) for each full month beyond that date through such
time as declaration of effectiveness has been achieved. At the time of this
report we have not registered the common shares subject of the units and will,
therefore, be issuing additional 1/10th units as appropriate and in due course.
An application to register shares requires financial statements to be current
within 30 days of the date upon which such an application is submitted. The
demise of Andersen and subsequent time taken to appoint new independant
accountants made it impracticable for the Company meet the requirements of an
application to register the common shares subject of the units. The Company
intends to proceed with an application to register the common shares subject of
the units as soon as it is practible.

We are in discussion with several parties regarding joint ventures, license
agreements and distribution agreements for its XGel(TM) FS and derived products.
On November 27, 2002 we executed an agreement with a potential customer who
agreed to pay a sum of $1,500,000 for certain rights to evaluate certain of our
technologies. We also continue to investigate a number of other long-term
funding scenarios and opportunities.

The Company may require additional financing in order to fund the growth
potential of the Company. Management estimates that additional financing may be
required to fulfill the Company's working capital requirements for a period up
to the point at which net sales revenues could sustain the Company's day to day
operations and also enable the Company to further accelerate its growth both
organically and maybe through acquisition. There can, however, be no assurance
that any additional financing, either debt or equity financing, will be
available, if and when needed, or that, if available, such financing could be
completed on commercially favorable terms. Failure to obtain additional
financing if and when needed, could have a material adverse affect on the
Company's business, results of operations and financial condition.


                                       15
<PAGE>


                               EXERCISE OF OPTIONS

On November 18, 2002 certain directors and officers exercised options to
purchase common shares of the Company as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Name                   Position          Options Exercised at $0.35   Options Exercised at $0.75
------------------------------------------------------------------------------------------------
<S>                    <C>                         <C>                           <C>
Barry J. Muncaster     Chairman & CEO              100,000                       20,000
------------------------------------------------------------------------------------------------
Graham R. Hind         Director                    100,000
------------------------------------------------------------------------------------------------
Malcolm D. Brown       Director                    100,000                       20,000
------------------------------------------------------------------------------------------------
</TABLE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about our market risk disclosures involves
forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements. We are exposed to market risk
related to changes in interest rates and foreign currency exchange rates. We do
not use derivative financial instruments for speculative or trading purposes.

                         FOREIGN CURRENCY EXCHANGE RISK

With sales and services offices in the United States and the United Kingdom, we
face exposure to adverse movements in foreign currency exchange rates. These
exposures may change over time as business practices evolve and could have a
material adverse impact on our financial results. Historically, our primary
exposure has been non-dollar-denominated operating expenses and sales by our
U.K. subsidiary. The introduction of the Euro as a common currency for members
of the European Monetary Union, of which the United Kingdom is not a member,
occurred in January 1999. To date, we have not seen any impact of the Euro on
foreign exchange exposure. We are prepared to hedge against fluctuations in the
British Sterling, Euro or other foreign currency if the exposure becomes
material. As of September 30, 2002, our material non-dollar-denominated assets
and liabilities primarily consisted of cash, accounts receivable and accounts
payable denominated in British Sterling.

                                   LITIGATION

On October 4, 2002 we received notice from THF calling on the Company to pay
(pound)337,459.71 ($526,909.59) in respect of its 5,843,750 shares of THF, which
THF has alleged are partly paid. On October 28, 2002 we served notice on THF
that we intended to petition the court seeking an injunction to restrain THF
from taking any action to forfeit our shares. Upon receiving such notice THF
agreed to defer any action in respect of its allegations pending resolution of
the claim.


                                       16
<PAGE>


            Certification Pursuant to Rules 13a-14 and 15d-14 of the
                  Securities Exchange Act of 1934, as amended

I, Barry J Muncaster, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Bioprogress
      Technology International Inc;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

Date: December 04, 2002
                                                By:  /s/ Barry J Muncaster
                                                     Barry J Muncaster
                                                     Chief Executive Officer


I, Elizabeth Edwards, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Bioprogress
      Technology International Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

Date: December 04,  2002
                                                By:  /s/ Elizabeth Edwards
                                                     Elizabeth Edwards
                                                     Chief Financial Officer


                                       17
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits

The following exhibits are included herein:

3.1 (c)   Articles of Incorporation and Amendments. (4)
3.1 (d)   Articles of Incorporation and Amendments. (5)
3.2 (b)   Bylaws. (2)
4.1       Specimen stock certificate. (1)
10.1      Partnership Agreement dated October 20, 1993, among the Company,
          Costner Industries, Inc., a California corporation, Jack
          Bitterly and Steve Bitterly. (1)
10.2      Asset Purchase Agreement dated October 20, 1993, among the Company,
          the Partnership, Jack Bitterly, Steve Bitterly, Bruce Swartout, U.S.
          Flywheel, Inc., a California corporation and Sunbird Technologies,
          Inc. (1)
10.3      U.S. Flywheel Systems Unit Purchase Agreement dated July 16, 1994,
          between the Company and Costner Industries, Inc. (1)
10.4      Straight Note dated October 21, 1993, between the Company and
          Sunbird. (1)
10.5      Consulting Agreement dated October 20, 1993, between the Partnership
          and Bruce Swartout. (1)
10.6      Asset Purchase Agreement dated May 31, 1996, changing name and
          domicile to Nevada and reverse splitting outstanding
          capitalization and increasing authorized capital. (2)
10.7      Reorganization Agreement between the Company and Famous Sam's. (2)
10.8      Liquidating Trust. (2)
10.9      Recision Agreement. (4)
10.10     Reorganization Agreement between the Company and BioProgress
          Technology. (4)
10.11     Acquisition Agreement - DHA Nutrition (5)
10.12(a)  Acquisition Agreement - BioProgress Limited (UK) (5)
10.12(b)  Amendment to Acquisition Agreement - BioProgess Limited (UK) (5)
10.13     Employment Agreement - Barry J. Muncaster (5)
10.14     Employment Agreement - James T. C. Longley (5)
10.15     Employment Agreement - Malcolm D. Brown (5)
10.16     Employment Agreement - Edward I. Nowak (5)
10.17     Employment Agreement - Graham Hind (5)
10.18     Professional Services Agreement - The Jade Partnership International,
          Inc. (5)
10.19     Professional Services Agreement - Company and Ormiston-Gore Securities
          Limited (5)
10.20     Professional Services Agreement - BTL and Ormiston-Gore Securities
          Limited (5)
10.21     TruTona Purchase Agreement (5)
10.22     EcoProgress License (5)
10.23     Employment Agreement - Gregory L. Bowers (6)
10.24     Exclusive Evaluation Agreement, dated February 18, 2000 between the
          Company and the Fortune 500 company (6)
10.25     Technology Collaboration Agreement for the Development of Non-Gelatin
          Paintballs, dated March 7, 2000 between the Company and JT USA (6)
10.26     Agreement for Supply of Prototype Machine, dated July 24, 2000 between
          the Company and Peter Black (7)
10.27     Machine Supply Agreement, dated July 24, 2000 between the Company and
          Peter Black (7)
10.28     Patent License Agreement, dated July 24, 2000 between the Company and
          Peter Black (7)
10.29     Guarantee by BTL in favor of Peter Black, dated July 24, 2000 (7)
10.30     Option Agreement - Barry J. Muncaster (7)
10.31     Option Agreement - Edward Nowak (7)
10.32     Option Agreement - Gregory L. Bowers (7)
10.33     Option Agreement - Graham R.M. Hind (7)
10.34     Option Agreement - James T.C. Longley (7)
10.35     Option Agreement - Larry C. Shattles (7)
10.36     Option Agreement - Malcolm D. Brown (7)
10.37     Stock Purchase Agreement - Fusion Capital (7)
10.38     Premises lease - Hostmoor property (8)
10.39     Agreement to lease - Hostmoor property (8)
10.40     Agreement for Supply of Prototype Machine, dated July 10th, 2001
          between the Company and Farmasierra, S.A. (8)
10.41     Machine Supply Agreement, dated July 10th, 2001 between the Company
          and Farmasierra, S.A. (8)
10.42     Patent License Agreement, dated July 10th, 2001 between the Company
          and Farmasierra, S.A. (8)
10.43     Film Supply Agreement, dated July 10th, 2001 between the Company and
          Farmasierra, S.A. (8)
10.44     Consultant Supply Agreement, dated July 10th, 2001 between the Company
          and Farmasierra, S.A. (8)


                                       18
<PAGE>


10.45     2002 Common Stock Offering of up to 600 units, including warrants (8)
99.1      Letter to commission pursuant to temporary Note 3T

(1)       Filed as an exhibit to the Company's Registration Statement on
          Form 10-SB dated August 23,1994, or October 21, 1994 (Registration
          No. 0-24736).
(2)       Filed as an exhibit to the Company's Form 10-KSB for the year ended
          December 31, 1995.
(3)       Filed as an exhibit to the Company's Form 10-KSB for the year ended
          December 31, 1996.
(4)       Filed as an exhibit to the Company's Form 10-KSB for the year ended
          December 31, 1997.
(5)       Filed as an exhibit to the Company's Form 10-KSB for the year ended
          December 31, 1998.
(6)       Filed as an exhibit to the Company's Form 10-KSB for the year ended
          December 31, 1999.
(7)       Filed as an exhibit to the Company's Form 10-KSB for the year ended
          December 31, 2000.
(8)       Filed as an exhibit to the Company's Form 10-KSB for the year ended
          December 31, 2001.

b. Form 8-K

On September 24, 2002 the Company filed a report on Form 8-K advising of the
resignation of Andersen as its auditors and reporting accountants.

On November 27, 2002 the Company filed a report of Form 8-K advising of the
appointment of Grant Thornton as it new auditors and reporting accountants.


                                       19
<PAGE>


SIGNATURES

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.

                   BioProgress Technology International, Inc.
                                  (Registrant)


Date:  December 4, 2002           By:    /s/ Barry J. Muncaster
                                     ---------------------------------------
                                             Barry J. Muncaster
                                             Chief Executive Officer
                                     (Signing on behalf of the registrant
                                     and as principal financial officer)


                                      S-1