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

                                   FORM 10-QSB

(Mark One)
       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2005
                   -------------------------------------------

       [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                                  EXCHANGE ACT

                        For the transition period from to
            ------------------------------ --------------------------
                        Commission file number 000-28673
            ---------------------------------------------------------

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

                               Wyoming 86-0970004
-------------------------------------------------------------------------------
                   (State or other jurisdiction (IRS Employer
              of incorporation or organization) Identification No.)

               10233 N. MacArthur Blvd. #277, Irving, Texas 75063
    ------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (972) 506-9635
                            Issuer's telephone number


                (Former name,  former address and former fiscal year, if changed
since last report.)




Indicate by Check Mark Whether the  Registrant is a Shell Company (as Defined by
Rule 12B-2 of the Exchange Act). Yes ; No X




<PAGE>



                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court. Yes ----- No -----


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest practical date:  November 17, 2005 8,671,743
------------------------------------------------------

         Transitional Small Business Disclosure Format (check one).
Yes      ;  No   X
    ----       -----



































<PAGE>



                                     PART I
ITEM 1.  FINANCIAL STATEMENTS
                                  BIOCOL, INC.
                     (Formerly a Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                  June 30,         September 30,
                                                                                    2005                2004
                                                                              -----------------  ------------------
Assets:
  Current Assets
<S>                                                                           <C>                <C>
    Cash and cash equivalents                                                 $         224,479  $          328,479
    Accounts Receivable, net                                                            110,000              52,000
    Inventory                                                                           519,673             767,174
                                                                              -----------------  ------------------
       Total Current Assets                                                             854,152           1,147,653

  Intangible Assets - Distribution rights, US, Canada & Europe                        4,750,000           4,750,000
                                                                              -----------------  ------------------

                Total Assets                                                  $       5,604,152  $        5,897,653
                                                                              =================  ==================

Liabilities:
    Accounts payable                                                          $         162,445  $          146,145
    Accrued expenses                                                                      3,000              12,000
    Related party payable                                                                12,360              12,360
                                                                              -----------------  ------------------
               Total Current Liabilities                                                177,805             170,505
                                                                              -----------------  ------------------

Stockholders' Equity:
  Preferred Stock - Series A, Par value $.001
    Authorized 5,000,000 shares, Issued 27,500 shares
    at June 30, 2005 and September 30, 2004                                                  27                  27
  Preferred Stock - Series B, Par value $.001
    Authorized 5,000,000 shares, Issued 230,000 shares
    at June 30, 2005 and at September 30, 2004                                              230                 230
  Common Stock, Par value $.001 Authorized 100,000,000 shares,
    Issued 8,671,743 Shares at June 30, 2005
    and September 30, 2004                                                                8,671               8,671
  Paid-In Capital                                                                     5,814,620           5,814,620
  Retained Deficit                                                                       (1,075)             (1,075)
  Deficit Accumulated During the
    Development Stage                                                                  (396,126)            (95,325)
                                                                              -----------------  ------------------
     Total Stockholders' Equity                                                       5,426,347           5,727,148
                                                                              -----------------  ------------------

     Total Liabilities and
       Stockholders' Equity                                                   $       5,604,152  $        5,897,653
                                                                              =================  ==================
</TABLE>


                             See accompanying notes


<PAGE>



                                  BIOCOL, INC.
                     (Formerly a Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                       For the three months ended             For the nine months ended
                                                June 30,                              June 30,
                                 -------------------------------------- -------------------------------------
                                        2005                2004              2005                2004
                                 ------------------  ------------------ -----------------   -----------------
<S>                                        <C>       <C>                         <C>        <C>
Revenues                                   $110,000  $                -          $275,000   $               -
Cost of sales                                99,000                   -           247,500                   -
                                 ------------------  ------------------ -----------------   -----------------
Gross margin                                 11,000                   -            27,500                   -
                                 ------------------  ------------------ -----------------   -----------------

Expenses:
  Salaries                                    9,000               7,500            27,000              19,500
  Consulting                                 15,000                   -            45,000                   -
  Legal                                       5,000                   -            15,000              15,678
  Accounting                                 14,000               9,500            16,300              10,450
 Research & development                      75,000                   -           225,000              75,000
                                 ------------------  ------------------ -----------------   -----------------
     Total expenses                         118,000              17,000           328,300             120,628
                                 ------------------  ------------------ -----------------   -----------------

     Net Loss                    $         (107,000) $          (17,000)$        (300,800)  $        (120,628)
                                 ==================  ================== =================   =================

Loss Per Share:
  Basic                          $           (0.01)  $                - $          (0.03)   $          (0.02)
  Diluted                        $               -   $                - $          (0.01)   $          (0.01)
                                 ==================  ================== =================   =================
</TABLE>















                             See accompanying notes


<PAGE>



                                  BIOCOL, INC.
                     (Formerly a Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                For the nine months ended
                                                                        June 30,
                                                          -------------------------------------
                                                                2005                2004
                                                          -----------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                       <C>                <C>
Net Loss                                                  $        (300,800) $         (120,628)
(Increase) Decrease in Accounts Receivable                          (58,000)                  -
(Increase) Decrease in Inventory                                    247,500            (767,175)
Increase (Decrease) in Accounts Payable                              16,300             104,950
Increase (Decrease) in Accrued Expenses                              (9,000)                  -
                                                          -----------------  ------------------
  Net Cash Used in operating activities                            (104,000)           (782,853)
                                                          -----------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Distribution Rights                                           -          (2,000,000)
                                                          -----------------  ------------------
Net cash provided by investing activities                                 -          (2,000,000)
                                                          -----------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of common stock                                        -             767,175
Proceeds from sale of preferred stock                                     -           2,300,000
Capital contributed by shareholder                                        -                   -
                                                          -----------------  ------------------
Net Cash Provided by Financing Activities                                 -           3,067,175
                                                          -----------------  ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                        (104,000)            284,322
Cash and Cash Equivalents
  at Beginning of Period                                            328,479                   -
                                                          -----------------  ------------------
Cash and Cash Equivalents
  at End of Period                                        $         224,479  $          284,322
                                                          =================  ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                $               -  $                -
  Franchise and income taxes                              $               -  $                -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES: None
</TABLE>
                             See accompanying notes


<PAGE>



                                  BIOCOL, INC.
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary of  accounting  policies  for  Biocol,  Inc.  (Formerly a
Development Stage Company) is presented to assist in understanding the Company's
financial  statements.  The accounting  policies  conform to generally  accepted
accounting  principles and have been consistently  applied in the preparation of
the financial statements.

Going Concern

         The accompanying  financial statements have been prepared in conformity
with  accounting  principles  generally  accepted  in the United  States,  which
contemplates the Company as a going concern.  However, the Company has sustained
substantial operating losses in recent years and has used substantial amounts of
working  capital in its operations.  Realization of the assets  reflected on the
accompanying balance sheet is dependent upon continued operations of the Company
which,  in turn, is dependent  upon the Company's  ability to meet its financing
requirements  and succeed in its future  operations.  Management  believes  that
actions  presently  being taken to revise the Company's  operating and financial
requirements  provide them with the opportunity for the Company to continue as a
going concern.

Interim Reporting

         The  unaudited  financial  statements  as of June 30,  2005 and for the
three and nine month period then ended  reflect,  in the opinion of  management,
all adjustments (which include only normal recurring  adjustments)  necessary to
fairly  state the  financial  position and results of  operations  for the three
months.  Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.

Organization and Basis of Presentation

         The Company was incorporated  under the laws of the State of Wyoming on
February  27,  1997.  On March 15, 2004 the  Company  changed its name from Pear
Network, Inc. To Biocol, Inc. The Company ceased all operating activities during
the period  from  February  27,  1997 to  October  20,  1999 and was  considered
dormant.  Since October 20, 1999, the Company is in the development  stage,  and
has not commenced planned principal operations.







<PAGE>



                                  BIOCOL, INC.
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
          FOR THE NINE MONTHS ENDED JUNE 30, 2005 AND 2004 (Continued)
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Nature of Business

         The Company has acquired the exclusive  rights to distribute the Biocol
line of products in the U.S.,  Canada and Europe.  Biocol  currently offers four
products:  Biocol Gel, a  cosmeceutical;  Biocol  Cosmetic  Mask, a  stabilizing
platform for use with Biocol Gel; Biocol Bio-Skin,  a skin replacement  bandage;
and Biocol Delivery Gel, a serum for use in conjunction with Biocol Bio-Skin.

Loss per Share

         The  reconciliations  of the numerators and  denominators  of the basic
loss per share computations are as follows:


<TABLE>
<CAPTION>
                                                                                                     Per-Share
                                                              Income              Shares               Amount
                                                           (Numerator)         (Denominator)
Loss to common shareholders
                                                                 For the three months ended June 30, 2005
<S>                                                     <C>                           <C>        <C>
BASIC LOSS PER SHARE                                    $         (107,000)           8,671,743  $           (0.01)
DILUTED LOSS PER SHARE                                  $         (107,000)          31,671,743  $                -
                                                        ==================  ===================  ==================

                                                                 For the three months ended June 30, 2004
BASIC LOSS PER SHARE                                    $          (17,000)           8,671,743  $                -
DILUTED LOSS PER SHARE                                  $          (17,000)          31,671,743  $                -
                                                        ==================  ===================  ==================

                                                                  For the nine months ended June 30, 2005
BASIC LOSS PER SHARE                                    $         (300,800)           8,671,743  $           (0.03)
DILUTED LOSS PER SHARE                                  $         (300,800)          31,671,743  $           (0.01)
                                                        ==================  ===================  ==================

                                                                  For the nine months ended June 30, 2004
BASIC LOSS PER SHARE                                            $(103,628)            4,807,667  $           (0.02)
DILUTED LOSS PER SHARE                                  $         (103,628)          16,223,108  $           (0.01)
                                                        ==================  ===================  ==================
</TABLE>







<PAGE>



                                  BIOCOL, INC.
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
          FOR THE NINE MONTHS ENDED JUNE 30, 2005 AND 2004 (Continued)
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

NOTE 2 - INCOME TAXES

         As of June 30, 2005, the Company had a net operating loss  carryforward
for income tax reporting  purposes of approximately  $397,000 that may be offset
against future taxable income through 2025. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

NOTE 3 - CONCENTRATION OF RISK

         As of June 30, 2005,  the Company  receives 100% of its gross  revenues
from one  re-seller.  The loss of this  re-seller  would  adversely  impact  the
business of the Company.




<PAGE>




                                  BIOCOL, INC.
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
          FOR THE NINE MONTHS ENDED JUNE 30, 2005 AND 2004 (Continued)
                                   (Unaudited)

NOTE 4 - COMMITMENTS

         As of June 30, 2005 all  activities of the Company have been  conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

NOTE 5 - PREFERRED STOCK

         On March 26,  2001,  the  Company  authorized  five  million  shares of
Preferred  Series A Stock, par value $.001, and five million shares of Preferred
Series B Stock, par value $.001.

         On February  15, 2004 the Company  issued  230,000  non-voting  Class B
Preferred Stock which is convertible at the rate of 100 Common to 1 Preferred.

         On March 15,  2004 the  Company  issued  27,500  shares of  non-voting,
redeemable  Class A Preferred  Stock.  Class A Preferred have a primary claim on
all assets of the Company.  The 27,500  shares are  redeemable  by the holder at
face value  ($2,750,000)  upon merger,  sale or transfer of assets,  or upon the
redeemable due date of the security.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         This  Quarterly  Report  contains  certain  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  which are
intended  to be covered  by the safe  harbors  created  thereby.  Investors  are
cautioned that all  forward-looking  statements  involve risks and  uncertainty,
including  without  limitation,  the  ability  of the  Company to  continue  its
expansion  strategy,  changes in costs of raw  materials,  labor,  and  employee
benefits,  as  well as  general  market  conditions,  competition  and  pricing.
Although   the   Company   believes   that  the   assumptions   underlying   the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements included in this Quarterly Report will prove to
be accurate. In light of the significant  uncertainties inherent in the forward-
looking statements included herein, the inclusion of such information should not
be  regarded  as a  presentation  by the  Company or any other  person  that the
objectives and plans of the Company will be achieved.

         As used herein the term  "Company"  refers to Biocol,  Inc.,  a Wyoming
corporation and its predecessors, unless the context indicates otherwise.



<PAGE>



PLAN OF OPERATIONS

Biocol, Inc. has acquired the U.S., Canadian, and European rights to exclusively
distribute the Biocol line of products. Biocol currently offers four products:

*        Biocol Gel, a cosmeceutical  that when applied directly to the
         skin reduced wrinkles and promotes natural skin re-genesis.

*        Biocol  Cosmetic  Mask  is a  stabilizing  platform  for  the
         sustained use of Biocol Gel. It is used mainly for vanity applications.

*        Biocol   Bio-Skin  is  a   scientifically-   developed  Skin
         Replacement Bandage.

*        Biocol  Delivery  Gel  (a  serum)  is  a  biologically-active
         catalyst that, when applied,  creates an environment  which accelerates
         natural skin  re-genesis.  Generally  used in  conjunction  with Biocol
         Bio-Skin.

The patented Skin Replacement  Bandage and Delivery Gel products are designed to
replace natural skin that may have been lost due to burns,  frostbite,  pressure
sores,  etc.  The  Bio-Skin  technology  designed to replaces  traditional  skin
grafting by using synthetically-created skin in lieu of natural skin.

The patented Cosmetic Mask formula, when applied to the epidermis,  also creates
an environment that  accelerates the re-genesis of natural skin cells,  Benefits
of the Cosmetic  Mask include  reduction of wrinkles,  diminishment  of enlarged
pores, minimization of dark circles,  prevention of acne, and more. Biocol, Ltd.
(The patent owner) is currently  developing  additional  products to augment the
line of cosmetic  applications,  i.e.,  deep pore  cleansing  agents,  finishing
solutions, etc.

 PRODUCT HISTORY
         Biocol  Bio-Skin is a skin product that was developed  under the Soviet
regime  after years of research by the Russian  Academy of Science.  The product
was originally  intended for military  applications by the Russians in the event
of chemical or nuclear war.  Original research began in the early 1980's and was
perfected  during  the  late  1990's.   Over  1,000  cases  of  successful  skin
replacement using Biocol technology have been documented since 1997.
         The Russian  Ministry of Health (the  equivalent  of the U.S.  FDA) has
approved Biocol Bio- Skin products for use in Russia.
         The inventor of the technology, Dr Boris Gavrilyuk works at the Russian
Academy of Sciences.  In February,  2004, he was given the prestigious Lomonosov
Award for his contribution to medical advancement.



<PAGE>



         The company intents  initially to concentrate on  direct-marketing  the
Biocol Gel and the Biocol Face Mask by means of short and long form infomercials
and by utilizing already existing Multi-Level Marketing (MLM) avenues.

RESULTS OF OPERATIONS

         For the three  months  ended June 30, 2005 and 2004,  the Company had a
net loss from operations of approximately $107,000 and $17,000 respectively. For
the nine months  ended June 30,  2005 and 2004,  the Company had a net loss from
operations of approximately $301,000 and $121,000 respectively.

         Total Revenues - For the three months ended June 30, 2005 and 2004, the
Company had total sales of approximately $110,000 and $-0- respectively,  for an
increase of approximately  $110,000. For the nine months ended June 30, 2005 and
2004,  the  Company  had  total  sales  of   approximately   $275,000  and  $-0-
respectively,  for an increase of approximately $275,000.  Although revenues are
not yet sufficient to support the operations of the Company, management believes
revenues  will  continue  to grow in the  future  as the  Company  continues  to
implement its business plan.

         Costs and  Expenses - Costs of  revenues  as a  percentage  of sales is
approximately 90% for the three and nine months ended June 30, 2005.  Management
expects the cost of labor and other general and administrative  costs to decline
s a percentage of sales as the Company carries out its expansion plans.

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 2005, the Company has working  capital of  approximately
$676,000.  The Company's  continued  existence is dependent  upon its ability to
execute its operating plan and to obtain  additional  debt or equity  financing.
There  can be no  assurance  the  necessary  debt or  equity  financing  will be
available, or will be available on terms acceptable to the Company.

         Management  plans  include  searching  for new  customers and obtaining
additional  financing  to fund  payment of  obligations  and to provide  working
capital for operations  and to finance  future  growth.  The Company is actively
pursuing  alternative  financing  and has had  discussions  with  various  third
parties,  although  no firm  commitments  have been  obtained.  In the  interim,
shareholders  of the Company have  committed to meeting its operating  expenses.
Management  believes  these  efforts will  generate  sufficient  cash flows from
future  operations  to pay the Company's  obligations  and realize other assets.
There is no assurance any of these transactions will occur.

         The Company has met its capital requirements primarily through the sale
of its Common Stock,  Convertible  Preferred Stock,  Convertible  Debentures and
Notes Payable.

         For the nine months ended June 30, 2005 and 2004  operating  activities
used approximately $104,000 and 783,000, respectively in cash flow.



<PAGE>



         After the completion of its expansion plans, the Company expects future
development and expansion will be financed through cash flow from operations and
other  forms  of  financing  such as the  sale of  additional  equity  and  debt
securities,  capital leases and other credit facilities. There are no assurances
that such  financing  will be available on terms  acceptable or favorable to the
Company.

CRITICAL ACCOUNTING POLICIES

         The  preparation of financial  statements in conformity with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
of the date of the financial statements and the reported amounts of revenues and
expenses  during the  reporting  period.  Note 1 to the  Consolidated  Financial
Statements describes the significant accounting policies and methods used in the
preparation of the Consolidated  Financial  Statements.  Estimates are used for,
but not  limited  to,  contingencies  and taxes.  Actual  results  could  differ
materially from those estimates.  The following critical accounting policies are
impacted  significantly  by judgments,  assumptions,  and estimates  used in the
preparation of the Consolidated Financial Statements.

         We are subject to various  loss  contingencies  arising in the ordinary
course of business. We consider the likelihood of loss or impairment of an asset
or the incurrence of a liability,  as well as our ability to reasonably estimate
the  amount  of  loss in  determining  loss  contingencies.  An  estimated  loss
contingency  is accrued when  management  concludes  that it is probable that an
asset has been  impaired or a liability  has been incurred and the amount of the
loss can be reasonably  estimated.  We regularly  evaluate  current  information
available to us to determine whether such accruals should be adjusted.

         We recognize  deferred tax assets (future tax benefits) and liabilities
for the expected future tax  consequences of temporary  differences  between the
book carrying amounts and the tax basis of assets and liabilities.  The deferred
tax assets and liabilities represent the expected future tax return consequences
of those differences, which are expected to be either deductible or taxable when
the assets and  liabilities  are recovered or settled.  Future tax benefits have
been fully  offset by a 100%  valuation  allowance  as  management  is unable to
determine  that it is more likely than not that this  deferred tax asset will be
realized.

RECENTLY ENACTED AND PROPOSED REGULATORY CHANGES

         Recently  enacted  and  proposed  changes  in the laws and  regulations
affecting public companies,  including the provisions of the  Sarbanes-Oxley Act
of 2002  and  rules  proposed  by the SEC and  NASDAQ  could  cause  us to incur
increased costs as we evaluate the  implications of new rules and respond to new
requirements.  The new  rules  could  make it more  difficult  for us to  obtain
certain  types  of  insurance,   including   directors  and  officers  liability
insurance,  and we may be forced to accept reduced policy limits and coverage or
incur  substantially  higher costs to obtain the same or similar  coverage.  The
impact of these events could also make it more  difficult  for us to attract and
retain  qualified  persons to serve on the Company's  board of directors,  or as
executive officers. We are presently evaluating and monitoring developments with
respect to these new and proposed rules,


<PAGE>



and we cannot  predict or  estimate  the amount of the  additional  costs we may
incur or the timing of such costs.

         In January  2003,  the FASB  issued  Interpretation  No. 46 ("FIN 46"),
CONSOLIDATION OF VARIABLE INTEREST  ENTITIES,  which addresses the consolidation
of  business  enterprises  (variable  interest  entities),  to which  the  usual
condition of consolidation,  a controlling  financial interest,  does not apply.
FIN 46 requires an entity to assess its business  relationships  to determine if
they are variable interest  entities.  As defined in FIN 46, variable  interests
are  contractual,  ownership  or other  interests  in an entity that change with
changes in the  entity's net asset  value.  Variable  interests in an entity may
arise from financial instruments, service contracts, guarantees, leases or other
arrangements  with the variable  interest  entity.  An entity that will absorb a
majority of the variable  interest entity's expected losses or expected residual
returns,  as defined in FIN 46, is  considered  the primary  beneficiary  of the
variable  interest  entity.  The primary  beneficiary  must include the variable
interest  entity's  assets,   liabilities  and  results  of  operations  in  its
consolidated  financial  statements.  FIN 46 is  immediately  effective  for all
variable interest entities created after January 31, 2003. For variable interest
entities  created prior to this date, the  provisions of FIN 46 were  originally
required  to be  applied  no later than our first  quarter  of Fiscal  2004.  On
October 8, 2003, the FASB issued FASB Staff  Position (FSP) FIN 46-6,  EFFECTIVE
DATE OF FASB INTERPRETATION NO. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES.
The FSP  provides a limited  deferral  (until  the end of our second  quarter of
2004) of the effective  date of FIN 46 for certain  interests of a public entity
in a variable  interest entity or a potential  variable interest entity. We will
continue  to  evaluate  FIN 46, but due to the  complex  nature of the  analysis
required  by FIN 46,  we have not  determined  the  impact  on our  consolidated
results of operations or financial position.

         In April 2003, the FASB issued SFAS No. 149, AMENDMENT OF STATEMENT 133
ON  DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES.  SFAS No.  149 amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. In particular,  this Statement  clarifies  under what  circumstances  a
contract with an initial net investment meets the characteristic of a derivative
and when a  derivative  contains a financing  component  that  warrants  special
reporting in the statement of cash flows. We adopted this standard for contracts
entered into or modified  after June 30, 2003.  The adoption of SFAS No. 149 did
not  have a  material  impact  on our  consolidated  results  of  operations  or
financial position.

         In May 2003,  the FASB  issued  SFAS No.  150,  ACCOUNTING  FOR CERTAIN
FINANCIAL  INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. This
Statement requires certain financial  instruments that embody obligations of the
issuer and have  characteristics of both liabilities and equity to be classified
as liabilities.  We adopted this standard for financial instruments entered into
or  modified  after May 31,  2003.  The  adoption of SFAS No. 150 did not have a
material impact on our consolidated results of operations or financial position.

         In November  2004, the FASB issued SFAS No. 151,  INVENTORY  COSTS - AN
AMENDMENT OF ARB NO. 43,  CHAPTER 4. This  Statement  amends the guidance in ARB
No. 43, Chapter 4,  "Inventory  Pricing," to clarify the accounting for abnormal
amounts of idle facility expense,  freight,  handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4 previously stated


<PAGE>



that"...under some circumstances, items such as idle facility expense, excessive
spoilage,  double freight,  and rehandling costs maybe so abnormal as to require
treatment as current period charges..." This Statement requires that those items
be  recognized  as  current-period  charges  regardless of whether they meet the
criterion of "so abnormal." In addition, this Statement requires that allocation
of fixed production  overheads to the costs of conversion be based on the normal
capacity of the production facilities. This statement is effective for inventory
costs incurred during fiscal years beginning after Jun 15, 2005. Management does
not  believe the  adoption of ths  Statement  will have any  immediate  material
impact on the Company.

         On December 16, 2004,  the FASB issued SFAS No. 123 ( R ),  SHARE-BASED
PAYMENT,  which is an  amendment  to SFAS No. 123,  ACCOUNTING  FOR  STOCK-BASED
COMPENSATION.   This  new  standard   eliminates  the  ability  to  account  for
share-based compensation  transactions using Accounting Principles Board ("APB")
Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and generally requires
such  transactions  to be accounted for using a fair-value  based method and the
resulting  cost  recognized  in our financial  statements.  This new standard is
effective  for awards that are  granted,  modified or settled in cash in interim
and annual periods beginning after June 15, 2005. In addition, this new standard
will apply to unvested  options  granted  prior to the  effective  date. We will
adopt this new standard  effective  for the fourth fiscal  quarter of 2005,  and
have not yet  determined  what impact this  standard  will have on our financial
position or results of operations.

         In December  2004,  the FASB issued SFAS No. 152,  ACCOUNTING  FOR REAL
ESTATE  TIME-  SHARING  TRANSACTIONS,   which  amends  FASB  statement  No.  66,
Accounting for Sales of Real Estate,  to reference the financial  accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time- Sharing
Transactions.  This statement also amends FASB Statement No. 67,  Accounting for
Costs and Initial Rental  Operations of Real Estate Projects,  to state that the
guidance  for (a)  incidental  operations  and (b) costs  incurred  to sell real
estate  projects does not apply to real estate  time-sharing  transactions.  The
accounting for those operations and costs is subject to the guidance in SOP04-2.
This Statement is effective for financial  statements for fiscal years beginning
after June 15, 2005.  Management  believes the adoption of this  Statement  will
have no impact on the financial statements of the Company.

         In December 2004, the FASB issued SFAS No. 153, EXCHANGE OF NONMONETARY
ASSETS.  This  Statement  addresses the  measurement of exchanges of nonmonetary
assets.  The  guidance  in  APB  Opinion  NO.  29,  Accounting  for  Nonmonetary
Transactions,  is based on the principle that  exchanges of  nonmonetary  assets
should be measured based on the fair value of the assets exchanged. The guidance
in that Opinion,  however,  included certain exceptions to that principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges  of  nonmonetary  assets  that do not  have  commercial  substance.  A
nonmonetary  exchange has  commercial  substance if the future cash flows of the
entity are expected to change  significantly  as a result of the exchange.  This
Statement is effective for financial statements for fiscal years beginning after
June  15,  2005.  Earlier  applications  is  permitted  for  nonmonetary  assets
exchanges  incurred  during  fiscal  years  beginning  after  the  date  of this
statement is issued.  Management  believes the adoption of this  Statement  will
have no impact on the financial statements fo the Company.


<PAGE>




ITEM 3.  CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial  Officer are
responsible for establishing and maintaining  disclosure controls and procedures
for the Company.

         (a) Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, the Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management, including the Company's President, of the effectiveness of
the design and operation of the  Company's  disclosure  controls and  procedures
pursuant to Rule 13a-15 under the  Securities  Exchange Act of 1934,  as amended
(the  "Exchange  Act").  Based  upon the  evaluation,  the  Company's  President
concluded that, as of the end of the period, the Company's  disclosure  controls
and  procedures  were effective in timely  alerting him to material  information
relating to the Company  required to be included in the reports that the Company
files and submits pursuant to the Exchange Act.

         (b) Changes in Internal Controls

         Based on this evaluation as of June 30, 2005, there were no significant
changes in the Company's  internal  controls over financial  reporting or in any
other areas that could  significantly  affect the  Company's  internal  controls
subsequent to the date of his most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


                                            PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None/Not Applicable.





<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

         The  following  documents  are filed  herewith or have been included as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

         Exhibit No.       Exhibit

           3               Articles of Incorporation (1)
           3.2             Bylaws (1)
           3.1             Amended Articles of Incorporation (1)
           3.3             Amended Articles of Incorporation (2)

         31       Certification  Pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         32       Certification  Pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002.

(b)      Reports  on Form 8-K.  No  reports  on Form 8-K were  filed  during the
         period covered by this Form 10-QSB.

(1)      Incorporated  herein  by  reference  from  Registrant's  Form  10SB12G,
         Registration Statement, dated December 27, 1999.

(2)      Incorporated  herein by reference from Registrant's  Form 10QSB,  March
         31, 2001, dated January 17, 2002.







                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Biocol, Inc.




/s/ Paul Bailey
Paul Bailey
President/CFO and Director

November 17, 2005