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: June 30, 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 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 August 15, 1999,  there
were  approximately  30,093,199  shares  outstanding.  There are also  1,168,475
series A preferred stock  outstanding as at that date.  These are convertible at
the preference  stockholders'  option on or before 31 December 1999 at two and a
half shares of common stock for each series A preferred  held. On the assumption
that all the preference  shares are converted there will be a further  2,921,187
shares  of  common  stock  issued  giving  a  fully  diluted  33,014,386  shares
outstanding.

<PAGE>


I. PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

           BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARIES
           -----------------------------------------------------------
                          (a development stage company)
                           CONSOLIDATED BALANCE SHEETS
                            (Unaudited) June 30, 1999

ASSETS
Cash and equivalents                                                    163,489
Inventory                                                                24,450
Trade debtors                                                           335,682
Other debtors                                                             9,998
Securities                                                            1,120,000
                                                                     ----------

Total current assets                                                  1,653,619

INVESTMENTS                                                           1,350,000

FIXED ASSETS
Leasehold improvements                                                   57,624
Plant and machinery                                                     106,801
Office equipment                                                         16,667
Laboratory equipment                                                     30,358

INTANGIBLE ASSETS
Intellectual property rights                                             31,068
Goodwill                                                              5,382,851
                                                                     ----------
TOTAL ASSETS                                                          8,628,988
                                                                     ==========
LIABILITIES
Accounts payable                                                        228,712
Related parties                                                         734,411
Other creditors                                                         400,714
Deferred income                                                       1,120,000
Short-term loans                                                         51,466

                                                                     ----------
Total current liabilities                                             2,535,303
                                                                     ----------
TOTAL LIABILITIES                                                     2,535,303
                                                                     ==========

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                                            8,108,981
Accumulated deficit                                                  (1,622,744)
Loss for the current period                                            (461,246)
                                                                     ----------
                                                                      6,091,685
                                                                     ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            8,628,988
                                                                     ==========


The accompanying notes form an integral part of these statements.

<PAGE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                    Three Months Ended 30 June
                                                    --------------------------
                                                      1999             1998
                                                      ----             ----
                                                   $                $

Net Revenues                                            52,068                0

Cost of revenues                                         6,716                0
                                                   -----------      -----------

Gross profit                                            45,352                0

Less: expenses

Professional fees                                      191,331           46,109

Management recharge                                    120,000                0

General and administrative expenses                    195,267          152,529
                                                   -----------      -----------

Total cost and expenses                                506,598          198,638
                                                   -----------      -----------
Loss from operations and net loss
Applicable to common stockholders                     (461,246)        (198,638)
                                                   ===========      ===========

Diluted loss per common share                           (0.012)          (0.015)
                                                   ===========      ===========
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 SUBSIDIARIES
                          (a development stage company)
                CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

                                                        Three months ended 30 June
                                                        --------------------------
                                                             1999         1998
                                                             ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>         <C>
Net loss                                                   (461,246)   (389,815)

Adjustments to reconcile net loss to net cash
Used in operating activities
Depreciation and amortization                                90,644           0

Changes in operating assets and liabilities:
Decrease in accounts receivable                            (335,682)          0
(Increase) in inventory                                           0           0
(Increase) in prepaid expenses and other current assets     375,135           0
(Increase) in deferred consideration                              0           0
(Increase) in payments in advance                                 0     (96,994)
Decrease in other assets                                    142,073     120,000
Increase in deferred revenue                                      0           0
(Decrease) increase in accounts payable                     (53,449)     22,643
Increase in related parties and other creditors             208,338     189,525
Decrease in short term loans                               (690,534)          0
                                                           --------    --------

Net cash used in operating activities                      (724,721)   (154,641)
                                                           ========    ========

Cash flows from investing activities:
Purchases of property and equipment                         (59,004)          0

Net of amounts acquired                                           0           0
                                                           --------    --------

Net cash used in investing activities                       (59,004)          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                       802,475           0
Stock issued in payment of liabilities                            0           0
Stock subscription receivable                                     0     155,000
Reduction in long-term debt                                       0           0
                                                           --------    --------
Net cash provided by financing activities                   802,475     155,000
                                                           ========    ========
Net increase in cash and cash equivalents                    18,750         359
Cash and cash equivalents at beginning of period            144,739           0
                                                           --------    --------
Cash and cash equivalents at end of period                  163,489         359
                                                           ========    ========
Supplemental disclosure of cash flow information
Cash paid for interest                                          499         499
                                                           ========    ========


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 1,168,475 shares respectively at 30 June 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.

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 posted a loss of
$461,246, equivalent to $0.012 loss per common share.

The results were in line with expectations and 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.

Revenues  generated  during the period were  derived  solely from the Research &
Development   Agreement   the   Company   has  with   Consolidated   EcoProgress
Technologies,  Inc ("CES") (VSE:CES).  The Research & Development Agreement with
CES was executed  contemporaneous to an agreement to sell an exclusive worldwide
license  to CES to  manufacture,  sell and  distribute  the  Trutona(TM)line  of
flushable and biodegradable products.  Royalties payable to the Company pursuant
to the exclusive  license are scheduled to commence  during the third quarter of
this year.

During the period  the  Company's  subsidiary,  BioProgress  technology  Limited
relocated  both  its  laboratory  and  its  manufacturing  facilities  to a  new
facility,  based in March,  Cambridgeshire.  The  consolidation  of  research  &
development,  manufacturing and  administration  operations into one facility is
expected to reduce  overhead and increase  cash flow during the third quarter of
this year. On July 31st, the Company's new facility was officially opened by The
Right Honourable Malcolm Moss, Member of Parliament. At the opening ceremony Mr.
Moss  presented  the  Company  with the  Millennium  Product  Award,  previously
announced on April 21st, 1999, in respect of the Company's XGel(TM)Film System.

<PAGE>


On May 6th, the Company's  XGel(TM) Film System was featured in the  "Technology
Worth Watching" section of the Financial Times newspaper.  Subsequently, further
coverage  appeared in national  and  regional  newspapers  and trade  magazines,
including  Manufacturing Chemist. As a result of this media coverage the Company
has been  contacted by  interested  parties and  potential  customers  from many
countries around the globe.

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

Revenues accrue  entirely from the agreements the Company has with  Consolidated
EcoProgress  Technologies,  Inc.  Overheads  are higher  compared  with the same
period  last year as DHA  Nutrition  Limited  was not  acquired  at this  stage,
together with higher levels of staff, the costs of the move to premises in March
and higher professional costs during the quarter. The company has benefited from
the sale of 802,475 series A Preferred stock during the quarter at $1 per share.
Together  with  changes in  operating  assets and  liabilities,  the company has
expended  monies on  refurbishing  the March premises and has repaid $690,534 of
short-term loans to the company,  considerably improving the balance sheet. Cash
at the end of the period was $163,489. Related parties continue to assist in the
funding of the company. The company's balance sheet is sound.

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.


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

<PAGE>


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 31st day of August,
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