BIO FLUORESCENT TECHNOLOGIES INC
8-K, 1997-02-26
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 11, 1997

                       BIO FLUORESCENT TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Charter)

                                     NEVADA
                 (State or Other Jurisdiction of Incorporation)

     0-19693                                               87-0485320
(Commission File Number)                      (IRS Employer Identification No.)


7373 N. SCOTTSDALE ROAD, SUITE D-222
SCOTTSDALE, ARIZONA                                               85253
(Address of Principal Executive Offices)                       (ZIP Code)

       Registrant's telephone number, including area code (602) 596-0269

                                 NOT APPLICABLE
         (Former Name or Former Address, if Changed Since Last Report)





<PAGE>


ITEM 5.           OTHER EVENTS

     Bio Fluorescent Technologies,  Inc., a Nevada corporation ("BFTI"), entered
into an Assets Acquisition Agreement dated February 11, 1997, ("Agreement") with
Immune Network Research,  Ltd., a Canadian  corporation  ("INR"),  of Vancouver,
B.C.,  Canada  whereby  BFTI has agreed to acquire  all of the assets of INR and
concurrently,  to contract the services of certain  members of INR's  scientific
and management team. As  consideration,  BFTI has agreed to issue  approximately
9,000,000 of its common shares and to assume  obligations  under certain license
agreements  and contracts  relating to the assets to be acquired.  BFTI has also
agreed to grant  stock  options  (for up to 717,000  shares of common  stock) as
partial consideration to retain services of INR management.

     INR is engaged in the research and  development of  immunological  products
for the  diagnosis,  prevention  and  treatment  of AIDS and other human  immune
system disorders.

     A number of major  conditions  need to be  satisfied  by the parties to the
Agreement  in  order  to  close,  such  as  financing,  due  diligence  reviews,
regulatory and shareholder  approvals and employment  and/or service  contracts.
While BFTI believes that the  conditions  contingent to closing of the Agreement
will be satisfied within  approximately 60 - 90 days, there is no assurance that
this transaction will in fact close.

     Upon the closing of the  acquisition,  BFTI will file a Form 8-K disclosing
the  closing of the  acquisition  of the assets  and the  appropriate  financial
information concerning the assets acquired.


                                   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 hereunto duly authorized.

                                              Bio Fluorescent Technologies, Inc.



Date: February 26, 1997                      /s/
                                           -------------------------------------
                                             Jan J. Olivier, President




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