<PAGE>

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

                                   FORM 10-QSB

          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended June 30, 2002


                        Commission file number 000-14725
                                               ---------

                          BIOZHEM COSMECEUTICALS, INC.
                 (Name of Small Business Issuer in its charter)



Texas                                                  76-0118305
- -----                                                  ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

11884 Tammy Way
Grass Valley, CA                                              95949
- ----------------                                              -----
(Address of Principal executive offices)                     (Zip Code)

Issuer's telephone number, including area code (530) 271-1911
                                               --------------
Securities registered pursuant to section 12(b) of act: None
Securities registered pursuant to section 12(g) of act: Common stock $.001 par
value.

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 of 15 (d) of the Securities Exchange Act of 1934 during the past 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  [ ]

         As of July 31, 2002, there were 25,553,756 shares outstanding of the
issuer's common stock, $.001 par value.

<PAGE>

                          BIOZHEM COSMECEUTICALS, INC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements



                     Index to Condensed Financial Statements




Condensed Balance Sheets
      June 30, 2002 (unaudited) and September 30, 2001.....................  3

Condensed Statements of Operations (unaudited)
     For the Three Months Ended June 30, 2002 and June 30, 2001 ...........  4

Condensed Statements of Operations (unaudited)
     For the Nine Months Ended June 30, 2002 and June 30, 2001 ............  5

Condensed Statements of Cash Flows (unaudited)
     For the Nine Months Ended June 30, 2002 and June 30, 2001.............  6

Notes to Condensed Financial Statements (unaudited)........................  7-9


Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................................ 9-11



PART II - OTHER INFORMATION

                                       2
<PAGE>
<TABLE>

                                    BIOZHEM COSMECEUTICALS, INC.
                                      CONDENSED BALANCE SHEETS
                                JUNE 30, 2002 AND SEPTEMBER 30, 2001
<CAPTION>

                                               ASSETS

                                                                       June 30          September 30
                                                                         2002               2001
                                                                     -------------      -------------
                                                                      (unaudited)
<S>                                                                  <C>                <C>
Current Assets:

Cash                                                                 $    540,875       $    556,179
Inventory                                                                 149,853             57,572
Other receivables                                                         360,868                  -
Capitalized television production costs                                         -            369,967
Other current assets                                                       10,208            124,565
                                                                     -------------      -------------

Total current assets                                                    1,061,804          1,108,283

Property and equipment, net                                                43,544             39,613

Other assets                                                               44,502             26,538
                                                                     -------------      -------------

Total assets                                                         $  1,149,850       $  1,174,434
                                                                     =============      =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Accounts payable and accrued liabilities                             $  1,217,226       $    344,566
Accrued royalties payable                                                 400,501                  -
Accrued sales return expense                                               57,210                  -
Notes payable                                                             429,037             10,161
                                                                     -------------      -------------

Total current liabilities                                               2,103,974            354,727

Stockholders' Equity (Deficit):

Preferred Stock, $1.00 par value; 10,000,000 shares
  authorized; no shares issued and outstanding                                  -                  -
Common stock, $.001 par value; 100,000,000 shares
  authorized; 25,553,756 and 22,967,741 shares
  issued and outstanding at June 30, 2002 and
  September 30, 2001, respectively                                         25,554             22,968
Common stock subscribed, $.001 par value;
  0 and 400,000 shares committed at June 30, 2002
  and September 30, 2001, respectively                                          -                400

Additional paid-in capital                                             11,056,495         10,487,781
Accumulated deficit                                                   (12,036,173)        (9,691,442)
                                                                     -------------      -------------

Total stockholders' equity (deficit)                                     (954,124)           819,707
                                                                     -------------      -------------

Total liabilities and stockholders' equity (deficit)                 $  1,149,850       $  1,174,434
                                                                     =============      =============
</TABLE>

                                                 3
<PAGE>
<TABLE>

                                    BIOZHEM COSMECEUTICALS, INC.
                                 CONDENSED STATEMENTS OF OPERATIONS
                                       JUNE 30, 2002 AND 2001
<CAPTION>

                                                           Three Months        Three Months
                                                              Ended               Ended
                                                          June 30, 2002       June 30, 2001
                                                          -------------      -------------
                                                           (unaudited)         (unaudited)
<S>                                                       <C>                <C>
Net sales                                                 $  2,206,801       $    148,002
Cost of sales                                                  791,751              3,785
                                                          -------------      -------------

     Gross margin                                            1,415,050            144,217
                                                          -------------      -------------

Expenses:

Selling, general and administrative                            466,873            330,023
Advertising                                                    674,099              8,083
Depreciation and amortization                                    3,299             14,422
                                                          -------------      -------------

     Total expenses                                          1,144,271            352,528
                                                          -------------      -------------

     Operating income (loss)                                   270,779           (208,311)

Interest expense
                                                               (97,368)          (155,998)

Other income                                                         -              7,836
                                                          -------------      -------------

     Net income (loss)                                    $    173,411       $   (356,473)
                                                          =============      =============

Net income (loss) per common share                        $       0.01       $      (0.02)
                                                          =============      =============

Weighted average number of common shares outstanding        25,305,939         14,332,806
                                                          =============      =============
</TABLE>

                                                 4
<PAGE>
<TABLE>

                                    BIOZHEM COSMECEUTICALS, INC.
                                 CONDENSED STATEMENTS OF OPERATIONS
                                       JUNE 30, 2002 AND 2001
<CAPTION>

                                                           Nine Months        Nine Months
                                                              Ended              Ended
                                                          June 30, 2002      June 30, 2001
                                                          -------------      -------------
                                                           (unaudited)         (unaudited)
<S>                                                       <C>                <C>
Net sales                                                 $  4,014,324       $    515,701
Cost of sales                                                1,706,140            100,674
                                                          -------------      -------------

     Gross margin                                            2,308,184            415,027
                                                          -------------      -------------

Expenses:

Selling, general and administrative                          1,414,053          1,314,231
Advertising                                                  3,121,777             21,590
Depreciation and amortization                                    9,895             43,471
                                                          -------------      -------------

     Total expenses                                          4,545,725          1,379,292
                                                          -------------      -------------

     Operating loss                                         (2,237,541)          (964,265)

Interest expense                                              (107,192)          (185,345)

Other income                                                         -             17,550
                                                          -------------      -------------

     Net loss                                             $ (2,344,733)      $ (1,132,060)
                                                          =============      =============

Net loss per common share                                 $      (0.10)      $      (0.09)
                                                          =============      =============

Weighted average number of common shares outstanding        24,176,035         13,150,412
                                                          =============      =============
</TABLE>

                                                 5
<PAGE>
<TABLE>

                                    BIOZHEM COSMECEUTICALS, INC.
                                 CONDENSED STATEMENTS OF CASH FLOWS
                                       JUNE 30, 2002 AND 2001
<CAPTION>

                                                          Nine Months       Nine Months
                                                             Ended             Ended
                                                         June 30, 2002     June 30, 2001
                                                         ------------      ------------
                                                          (unaudited)       (unaudited)
<S>                                                      <C>               <C>
Net cash (used in) operating activities                  $  (879,354)      $(1,211,113)

Net cash (used in) investing activities                      (13,826)          (23,155)

Net cash provided by financing activities                    877,876         2,213,260
                                                         ------------      ------------

Net (decrease) increase in cash                              (15,304)          978,992


Cash at beginning of period                                  556,179            61,215
                                                         ------------      ------------


Cash at end of period                                    $   540,875       $ 1,040,207
                                                         ============      ============

Supplemental disclosure of non-cash investing
  and financing activities:
  Conversion of debt into common stock                   $    75,000       $         -
                                                         ============      ============

</TABLE>

                                                 6
<PAGE>

                          BIOZHEM COSMECEUTICALS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001



NOTE 1 - INTERIM FINANCIAL STATEMENTS

The accompanying condensed financial statements have been prepared in accordance
with the instructions to quarterly reports on Form 10-QSB. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
changes in cash flows at June 30, 2002 and for all periods presented have been
made. Certain information and footnote data necessary for fair presentation of
financial position and results of operations in conformity with accounting
principles generally accepted in the United States of America have been
condensed or omitted. It is therefore suggested that these statements be read in
conjunction with the summary of significant accounting policies and notes to
financial statements included in the Company's annual Form 10-KSB. The results
of operations for the periods ended June 30, 2002 are not necessarily indicative
of operating results for the full year.


NOTE 2 - ISSUANCE OF COMMON STOCK

During the three-month period ended December 31, 2001, the Company issued
400,000 shares of common stock to third parties for transactions that were
recorded in the Company's September 30, 2001 financial statements. The value of
such shares was recorded previously as shares subscribed; therefore, the
issuance had no net impact on operations or equity.

Pursuant to a private placement memorandum dated September 3, 2001, the Company
issued 200,000 shares of "restricted" common stock valued at $0.25 per share to
an outside investor for total proceeds to the Company of $45,000 (net of
issuance costs of $5,000) during the three-month period ended December 31, 2001.

Pursuant to a private placement memorandum dated January 2, 2002, the Company
issued 1,436,000 shares of "restricted" common stock valued at $0.25 per share
to outside investors for total proceeds to the Company of $359,000 during the
nine-month period ended June 30, 2002. In conjunction with this sale, warrants
to purchase 1,436,000 shares of the Company's common stock were granted to these
investors as an incentive to purchase the stock. Therefore, the granting of the
warrants had no net impact on operations or equity.

Pursuant to the note conversion dated May 1, 2002 (see Note 4), the Company
issued 600,000 shares of "restricted" common stock valued at $0.125 per share to
a shareholder for the conversion of $75,000 of notes payable.

On October 16, 2001, the Company retired 50,000 shares of its common stock
previously issued in two 25,000 share certificates for professional services
which subsequently were not provided to the Company.


NOTE 3 - STOCK OPTIONS AND WARRANTS

In April 2002, the Company issued 600,000 non-Plan options at $0.25 per share to
an employee.

In May 2002, the Company issued 1,436,000 warrants with an exercise price of
$0.25 per share pursuant to the private placement dated January 2, 2002.

In May 2002, the Company issued 25,000 warrants with an exercise price of $0.36
per share for services rendered pursuant to the production of the infomercial
starring Lindsay Wagner.

                                       7
<PAGE>

During the nine-month period ended June 30, 2002, there was no other stock
option or warrant activity.


NOTE 4 - CONVERTIBLE NOTES

During the quarter ended March 31, 2002, the Company entered into notes payable
with a shareholder for $500,000, maturing through April 2, 2002. Interest is
calculated at 5 percent due upon the maturity date of the notes. If any payment
is not paid when due, the remaining unpaid principal balance and any accrued
interest shall become due immediately and can be converted to common stock at a
conversion price of $0.12 per share at the option of the lender. In May 2002,
$75,000 of the notes was converted into 600,000 shares of Biozhem common stock
and the remaining $425,000 in notes was extended to November 30, 2002, with
similar terms and conversion features.


NOTE 5 - LOSS PER SHARE

Net loss per share is based on the weighted average number of common shares
outstanding and dilutive common stock equivalents during the periods presented.
Options and warrants to purchase 1,730,540 shares of common stock were excluded
from the computation of the diluted loss per share, as they would have been
anti-dilutive.


NOTE 6 - CAPITALIZED TELEVISION PRODUCTION COSTS

In March 2001, the Company entered into an infomercial consultation agreement
with a third party to produce a television commercial designed to sell certain
skin care products by means of direct response by the customer. As of September
30, 2001, production costs for the television commercial totaled $369,967 and
were recorded as other assets. In accordance with Statement of Position 93-7,
"Reporting on Advertising Costs", such costs are capitalized and expensed in
total the first time the commercial is aired, which occurred in November 2001.
Therefore, such amount was expensed in the quarter ended December 31, 2001.


NOTE 7 - GOING CONCERN

The accompanying condensed financial statements have been prepared assuming the
Company will continue as a going concern. The Company has recurring losses from
operations and limited operating revenues for the nine-month period ended June
30, 2002 and negative working capital as of June 30, 2002. These factors (among
others) raise substantial doubt about the Company's ability to continue as a
going concern. The ability of the Company to operate as a going concern is
dependent upon its ability to obtain additional debt and/or equity and to
achieve its 2002 operating plan, which contemplates significantly improved
operating results and cash flow. There can be no assurances that the Company
will be successful in these regards.

The financial statements do not include any adjustments related to the
recoverability and classification of assets carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.


NOTE 8 - SEGMENT REPORTING

The Company is currently operating under one business segment. Thus, no
reporting is required.

                                       8
<PAGE>


NOTE 9 - LICENSE & SUPPLY AGREEMENT

On September 25, 2000, the Company entered into a License & Supply Agreement
with Advanced Tissue Sciences, Inc., a Delaware corporation ("ATS"), which
grants the Company the exclusive rights to become the sole, worldwide direct
response marketing partner for an ATS nutrient solution, NouriCel (TM), for
Biozhem branded skin care products. On January 1, 2002, due to changes in
development timelines, the Company and ATS amended the Agreement to change the
first contract year to the period from January 1, 2002 until December 31, 2002,
to delay the payment of the first milestone payment of $1,000,000 to November
30, 2002 and to increase the annual minimum exclusivity threshold royalty
payment in contract year one from $1,500,000 to $2,000,000. Additional milestone
payments and increased royalty minimum payments in future years are outlined in
the Agreement. During the nine-month period ended June 30, 2002, the Company
recorded $508,578 in royalty expense pursuant to the Agreement. As of June 30,
2002, $400,501 was accrued.

On April 10, 2002, the Company entered into a Management Service Agreement
("Agreement") with Thane International Inc. ("Thane"), which grants Thane the
exclusive rights to manage directly, or through the use of agents or
sub-contractors, all aspects of the worldwide marketing, sale and distribution
of the Company's RevitalCel(TM) System, in exchange for a management fee. The
Agreement is for one year with automatic one year renewals based upon minimum
performance criteria by Thane. In addition, Thane will finance certain of the
Company's marketing, sales and distribution costs through advance payments as
described in the Agreement.


NOTE 10 - SUBSEQUENT EVENTS

In August 2002, the Company issued 40,000 shares of "restricted" common stock to
a consulting group for website development, hosting and other internet related
activities.



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including without limitation the following: (i) the Company's
plans, strategies, objectives, expectations and intentions are subject to change
at any time at the discretion of the Company; (ii) the Company's plans and
results of operations will be affected by the Company's ability to manage its
growth and inventory; (iii) the Company's business is highly competitive and the
entrance of new competitors into or the expansion of the operations of existing
competitors in the Company's markets and other operations in the retail climate
could adversely affect the Company's plans and results of operations; and (iv)
other risks and uncertainties from time to time in the Company's filings with
the Securities and Exchange Commission.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2002, the Company had a cash position of $540,875 versus $556,179
as of September 30, 2001. However, current liabilities exceeded current assets
by $1,042,169 at June 30, 2002.versus a current asset surplus of $753,556 over
current liabilities as of September 30, 2001. Principal contributing factors to
the deterioration of the Company's liquidity and capital position have been the
following: (1) an aggressive restructuring, marketing campaign and dramatic
increase in operational expenses to support the growth in revenues. The sales
growth rate was 678.4% for the nine-month period and 1,391.1% for the
three-month period ended June 30, 2002, respectively, versus the same periods
ended June 30, 2001. (2) Front-end costs of successfully launching its national
television infomercial featuring a breakthrough anti-aging skin care line
promoted by the award winning actress, Lindsay Wagner.

                                       9
<PAGE>

At June 30, 2002, the Company's ending inventory balance increased by $92,281
over the balance as of September 30, 2001, due primarily to increased consumer
demands of a successful national television infomercial launch featuring the
Company's RevitaCel(TM) skin care line.

Accounts payable and accrued liabilities increased from $344,566 as of September
30, 2001 to $1,217,225 as of June 30, 2002. Accrued royalties payable were
$400,501 and accrued sales return expense was $57,210 for the first nine months
ended June 30, 2002. Short-term notes payable increased $418,876 to $429,037.
The primary reason for the increases in the liability categories was to support
the launch of the national infomercial and to increase inventory to accommodate
the growth in sales demand for the Company's product line.

The Company must still rely primarily on operating cash flow and cash management
to sustain its operations. If management cannot achieve its 2002 operating plan
because of sales shortfalls or other unfavorable events, the Company may find it
necessary to reduce expenses or undertake other actions as may be appropriate.

The Company's continued existence is dependent upon its ability to achieve its
2002 operating plan, which contemplates significantly improved operating results
and cash flow, and its ability to obtain additional financing. There can be no
assurances that the Company will be successful in these regards. See "Safe
Harbor Statement under the Private Securities Litigation Reform Act of 1995."


               RESULTS OF OPERATIONS - QUARTER ENDED JUNE 30, 2002
                    COMPARED WITH QUARTER ENDED JUNE 30, 2001

Net sales for the quarter ended June 30, 2002 were $2,206,802 compared with net
sales of $148,002 for the quarter ended June 30, 2001, an increase of 1,391.1%.
The increase in net sales was due primarily to the successful launch of the
Company's national television infomercial featuring its RevitaCel(TM) skin care
system.

Gross margin was 64.1% for the quarter ended June 30, 2002 versus 97.4% for the
quarter ended June 30, 2001. The decrease was due primarily to front-end
promotional infomercial pricing and incentives and to royalty payments paid
and/or accrued in the in conjunction with the infomercial sales.

Selling, general and administrative expenses increased $136,851 for the quarter
ended June 30, 2002 compared with the quarter ended June 30, 2001, an increase
of 41.5%, due primarily to increased operational expenses incurred to support
the above average growth in revenues for the three and nine-month periods ended
June 30, 2002.

The Company increased its advertising expenditures during the quarter ended June
30, 2002 to $674,099, an increase of $666,016 compared with the quarter ended
June 30, 2001. Approximately 90% of the increase was due to media purchase costs
incurred for the nationally televised infomercial launched during the quarter.

Interest expense decreased from $155,998 to $97,368 during the quarters ended
June 30, 2001 and June 30, 2002, respectively, due to more efficient deployment
of cash flow.

The Company realized a net profit of $173,411 for the quarter ended June 30,
2002, $.01 per share, compared with a net loss of $356,473, ($0.02) per share,
for the quarter ended June 30, 2001.

                                       10
<PAGE>


             RESULTS OF OPERATIONS - NINE MONTHS ENDED JUNE 30, 2002
                  COMPARED WITH NINE MONTHS ENDED JUNE 30, 2001

Net sales for the nine-month period ended June 30, 2002 were $4,014,325 compared
with net sales of $515,701 for the period ended June 30, 2001, an increase of
678.4%. The increase in net sales was due primarily to the success of the
national infomercial launch featuring the Company's RevitaCel(TM) skin care
system.

Gross margin increased $1,893,157 for the nine-month period ended June 30, 2002.
Gross margin as a percent of sales decreased to 57.5% compared to 80.5% for the
nine-month period ended June 30, 2001 due primarily to front-end promotional
infomercial pricing, incentives and accrued royalty costs.

Selling, general and administrative expenses increased $99,823 for the
nine-month period ended June 30, 2002 compared with the nine months ended June
30, 2001 due primarily to wind down costs associated with the now closed retail
stores and kiosks and to the launch of the new direct marketing format of the
Company.

The Company increased its advertising expenditures during the nine months ended
June 30, 2002 compared with the nine months ended June 30, 2001 from $21,590 to
$3,121,777 to support the launch of the national television infomercial.

As a result of the above, the net loss for the nine-month period ended June 30,
2002 was $2,344,733, ($0.10) per share, compared with a net loss of $1,132,060,
($0.09) per share, for the nine-month period ended June 30, 2001.

The Company's infomercial sales model requires front-end media purchases and
product pricing incentives, resulting in less profitability on the initial
customer sale. Thereafter, the sales are derived from continuity reorders and a
large, growing customer base for "up-sells" of existing and new product releases
under the Biozhem brand, that do not require ongoing infomercial media costs.



PART II - OTHER INFORMATION

Item 1.           Legal Proceedings
                  -----------------

There are no significant changes to the information reported in the Form 10-KSB
for the year ended September 30, 2001.

Item 2.           Changes in Securities
                  ---------------------

During the three-month period ended December 31, 2001, the Company issued
400,000 shares of common stock to third parties for transactions that were
recorded in the Company's September 30, 2001 financial statements. The value of
such shares was recorded previously as shares subscribed; therefore, the
issuance had no net impact on operations or equity.

Pursuant to a private placement memorandum dated September 3, 2001, the Company
issued 200,000 shares of "restricted" common stock valued at $0.25 per share to
an outside investor for total proceeds to the Company of $45,000 (net of
issuance costs of $5,000) during the three-month period ended December 31, 2001.

Pursuant to a private placement memorandum dated January 2, 2002, the Company
issued 1,436,000 shares of "restricted" common stock valued at $0.25 per share
to outside investors for total proceeds to the Company of $359,000 during the
nine-month period ended June 30, 2002. In conjunction with this sale, warrants
to purchase 1,436,000 shares of the Company's common stock were granted to these
investors as an incentive to purchase the stock. Therefore, the granting of the
warrants had no net impact on operations or equity.

Pursuant to the note conversion dated May 1, 2002 (see Note 4), the Company
issued 600,000 shares of "restricted" common stock valued at $0.125 per share to
a shareholder for the conversion of $75,000 of notes payable.

                                       11
<PAGE>

On October 16, 2001, the Company retired 50,000 shares of its common stock
previously issued in two 25,000 share certificates for professional services
which subsequently were not provided to the Company.

Item 3.           Defaults Upon Senior Securities
                  -------------------------------

                  None.

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

                  None.

Item 5.           Other Information
                  -----------------

                  None.

Item 6.           Exhibits and Reports on Form 8-K

                  a)       Exhibits.
                           ---------

                           99.1 Certification pursuant to U.S.C. Section 1350,
                           as adopted pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.

b)                Reports on Form 8-K
                  -------------------

                           None.



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.



                                              BIOZHEM COSMECEUTICALS, INC..
                                              (registrant)




Date:  August 19, 2002                        By:      /s/ James S. Chapin
                                                 -------------------------------
                                              James S. Chapin
                                              Chief Executive Officer
                                              (Principal Financial Officer)

                                       12

