# UNITED STATESSECURITIES
AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

# Form 10-QSB

(Mark One)

# [X] QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE
ACT OF 1934

For the quarterly
period ended:         June 30, 2004

# [    ] TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THEEXCHANGE 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 of incorporation or organization) | (IRS Employer Identification No.)

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

(972) 506-9635Issuers telephone
number

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

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: July 21, 2004 8,671,743

Transitional
Small Business Disclosure Format (check one). Yes      ;  NoX

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# PART I

# Item 1. Financial
Statements

BIOCOL, INC. (A Development Stage
Company) BALANCE SHEETS(Unaudited)

|                                                             | June 30,
2004 | September 30,
2003
|------------------------------------------------------------ | ------------- | ------------------
|Assets:                                                      |               |                   
|Current Assets                                               |               |                   
|Cash and cash equivalents                                    |               |                   
|Inventory                                                    |               |                   
|                                                             |               |                   
|Total Current Assets                                         |               |                   
|Intangible Assets - Distribution rights, US, Canada & Europe |               |                   
|                                                             |               |                   
|Total Assets                                                 |               |                   
|                                                             |               |                   
|Liabilities - Accounts payable & accrued expenses            |               |                   
|                                                             |               |                   
|Stockholders' Equity:                                        |               |                   
|Preferred Stock - Series A, Par value $.001                  |               |                   
|Authorized 5,000,000 shares, Issued 27,500 shares            |               |                   
|at June 30, 2004 and -0- shares at September 30, 2003        |               |                   
|Preferred Stock - Series B, Par value $.001                  |               |                   
|Authorized 5,000,000 shares, Issued 230,000 shares           |               |                   
|at June 30, 2004 and -0- shares at September 30, 2003        |               |                   
|Common Stock, Par value $.001                                |               |                   
|Authorized 100,000,000 shares,                               |               |                   
|Issued 8,671,743 Shares at June 30, 2004                     |               |                   
|and 1,000,000 at September 30, 2003                          |               |                   
|Paid-In Capital                                              |               |                   
|Retained Deficit                                             |               |                   
|Deficit Accumulated During the                               |               |                   
|Development Stage                                            |               |                   
|                                                             |               |                   
|Total Stockholders' Equity                                   |               |                   
|                                                             |               |                   
|Total Liabilities and                                        |               |                   
|Stockholders' Equity                                         |               |                   
|                                                             |               |                   

See accompanying notes

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

|                | For the three months ended
June 30, | For the nine months ended
June 30, | Cumulative
since October
20, 1999
Inception
of
development
|--------------- | ----------------------------------- | ---------------------------------- | ----------------------------------------------------------
|
|Revenues:       |                                     |                                    | $                                                         
|Expenses:       |                                     |                                   
|Salaries        |                                     |                                    |                                                           
|Consulting      |                                     |                                    |                                                           
|Legal           |                                     |                                    |                                                           
|Accounting      |                                     |                                    |                                                           
|Taxes           |                                     |                                    |                                                           
|                |                                     |                                    |                                                           
|Net Loss        |                                     |                                    | $                                                         
|                |                                     |                                    |                                                           
|Loss Per Share: |                                     |                                   
|Basic           |                                     |                                    | $                                                         
|Diluted         |                                     |                                    | $                                                         
|                |                                     |                                    |                                                           

See accompanying notes

---



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

|                                          | For the nine months ended
June 30, | Cumulative
since October
20, 1999
Inception of
Development
|----------------------------------------- | ---------------------------------- | ----------------------------------------------------------
|
|CASH FLOWS FROM OPERATING                 |                                    |                                                           
|ACTIVITIES:                               |                                    |                                                           
|Net Loss                                  |                                    |                                                           
|(Increase) Decrease in Inventory          |                                    |                                                           
|Increase (Decrease) in Accounts Payable   |                                    |                                                           
|                                          |                                    |                                                           
|Net Cash Used in operating activities     |                                    |                                                           
|                                          |                                    |                                                           
|CASH FLOWS FROM INVESTING                 |                                    |                                                           
|ACTIVITIES:                               |                                    |                                                           
|Purchase of Distribution Rights           |                                    |                                                           
|                                          |                                    |                                                           
|Net cash provided by investing activities |                                    |                                                           
|                                          |                                    |                                                           
|CASH FLOWS FROM FINANCING                 |                                    |                                                           
|ACTIVITIES:                               |                                    |                                                           
|Proceeds from sale of common stock        |                                    |                                                           
|Proceeds from sale of preferred stock     |                                    |                                                           
|Capital contributed by shareholder        |                                    |                                                           
|                                          |                                    |                                                           
|Net Cash Provided by Financing Activities |                                    |                                                           
|                                          |                                    |                                                           
|Net (Decrease) Increase in                |                                    |                                                           
|Cash and Cash Equivalents                 |                                    |                                                           
|Cash and Cash Equivalents                 |                                    |                                                           
|at Beginning of Period                    |                                    |                                                           
|                                          |                                    |                                                           
|Cash and Cash Equivalents                 |                                    |                                                           
|at End of Period                          |                                    |                                                           
|                                          |                                    |                                                           

---



BIOCOL, INC. (A Development Stage
Company) STATEMENTS OF CASH
FLOWS (Continued)(Unaudited)

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:

In February 2004, the Company issued
7,761,743 shares of common stock for inventory valued at $767,175.

In March 2004, the Company issued
27,500 shares of its series A preferred stock in exchange for the distribution
and marketing rights for the Biocol products in Europe.

See accompanying notes

---



BIOCOL, INC. (A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTSFOR THE NINE MONTHS ENDED JUNE 30, 2004 AND 2003(Unaudited)

NOTE 1 
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This
summary of accounting policies for Biocol, Inc. (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, 2004 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.

---



BIOCOL, INC. (A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS FOR THE NINE MONTHS
ENDED JUNE 30, 2004 AND 2003 (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:

|                       | Income
(Numerator) | Shares
(Denominator) | Per-Share
Amount
|---------------------- | ------------------ | -------------------- | ----------------
|
|
|BASIC LOSS PER SHARE   |                    |                      | $               
|DILUTED LOSS PER SHARE |                    |                      | $               
|                       |                    |                      |                 

|                       | For the three months ended June 30, 2003
|---------------------- | ----------------------------------------
|BASIC LOSS PER SHARE   |                                         
|DILUTED LOSS PER SHARE |                                         
|                       |                                         

|                       | For the nine months ended June 30, 2004
|---------------------- | ---------------------------------------
|BASIC LOSS PER SHARE   |                                        
|DILUTED LOSS PER SHARE |                                        
|                       |                                        

|                       | For the nine months ended June 30, 2003
|---------------------- | ---------------------------------------
|BASIC LOSS PER SHARE   |                                        
|DILUTED LOSS PER SHARE |                                        
|                       |                                        

---



BIOCOL, INC. (A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS FOR THE NINE MONTHS
ENDED JUNE 30, 2004 AND 2003 (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, 2004, the Company had a net operating loss carryforward for income tax
reporting purposes of approximately $121,000 that may be offset against future taxable
income through 2021. 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  DEVELOPMENT
STAGE COMPANY

The
Company has not begun principal operations and as is common with a development stage
company, the Company has had recurring losses during its development stage.

---



BIOCOL, INC. (A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTSFOR THE NINE MONTHS
ENDED JUNE 30, 2004 AND 2003 (Continued)(Unaudited)

NOTE 4  COMMITMENTS

As
of June 30, 2004 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.

# 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.

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

The
Company had no sales or sales revenues for the three months ended June 30, 2004 or 2003
because it was a shell company that had not had any business operations for the past three
years.

The
Company had no costs of sales revenues for the three months ended June 30, 2004 or 2003
because it was a shell company that had not had any business operations for the past three
years. The Company had general and administrative expenses of $17,000 for the three month
period ended June 30, 2004 and $-0- for the same period in 2003.

---



# Capital Resources and
Liquidity

At
June 30, 2004, the Company had total current assets of $1,051,497 and total assets of
$5,801,497 as compared to $-0- current assets and $-0- total assets at September 30, 2003.
The Company had a net working capital of $940,997 at June 30, 2004 and a net working
capital deficit of $5,550 at September 30, 2003.

Net
stockholders equity in the Company was $5,690,997 as of June 30, 2004 and net
stockholders deficit was $5,550 at September 30, 2003.

# Item 3. Controls and
Procedures

The
Companys Chief Executive Officer and Chief Financial Officer have concluded, based
on an evaluation conducted within 90 days prior to the filing date of this Quarterly
Report on Form 10-QSB, that the Companys disclosure controls and procedures have
functioned effectively so as to provide those officers the information necessary to
evaluate whether:

| | (I) | this
Quarterly Report on Form 10-QSB contains any untrue statement of a material
          fact or omits to state a material fact necessary to make the statements made,
in           light of the circumstances under which such statements were made, not
misleading           with respect to the period covered by this Quarterly Report on Form
10-QSB, and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the
financial statements, and other financial information included in this
          Quarterly Report on Form 10-QSB, fairly present in all material respects the
          financial condition, results of operations and cash flows of the Company as of,
          and for, the periods presented in this Quarterly Report on Form 10-QSB.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There
have been no significant changes in the Companys internal controls or in other
factors since the date of the Chief Executive Officers and Chief Financial
Officers evaluation that could significantly affect these internal controls,
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

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 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

# Executive Officers and
Directors

The members of the Board of Directors
of the Company serve until the next annual meeting of stockholders, or until their
successors have been elected. The officers serve at the pleasure of the Board of
Directors. The following table sets forth the name, age, and position of each executive
officer and director of the Company:

|DIRECTOR'S NAME                       | AGE | OFFICE | TERM EXPIRES
|------------------------------------- | --- | ------ | ------------
|Dr. Boris Karpivich Gavrilyuk MD, PhD |     |        |             
|Alexander Gorbachev, PhD              |     |        |             
|Christopher C. Corwin                 |     |        |             
|Rex Judd                              |     |        |             

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Dr.    
          BORIS KARPIVICH GAVRILYUK MD, PhD: Dr. Gavrilyuk was educated at the Saratov
          Medical Institute receiving both an undergraduate and a graduate degree in
          microbiology. He received his PhD and his MD in 1956 from the Institute of
          Experimental Medicine, Russian Academy of Medical Science, Saint-Petersburg. He
          was further awarded an advanced Professors-degree in Biophysics in 1993.
          From 1990 until now Dr. Gavrilyuk is head of the Laboratory of cell and tissue
          growth of the Institute of Biophysics of the Russian Academy of Sciences. Dr.
          Gavrilyuk has published in excess of 100 articles and monograms. The Dr. has12
          patents and 20 certificates/avtorskie, patents assigned to the government or
          others.

ALEXANDER GORBACHEV, PhD: Dr.
Gorbachev received his Masters degree in chemical engineering from KUZBASS Polytechnical
Institute. In 1990 the Dr. received his Doctorate in Economics from Moscow State
University. Dr. Gorbachev has been an independent consultant for the last 20 years,
primarily as expert on Westernization of Eastern European enterprises and the
development and promotion of Eastern European products in the West.

CHRISTOPHER C. CORWIN: Mr. Corwin was
educated at Michigan State University, he received a BA with emphasis on labor relations
in 1972. From 1998-2001 he was Manager, Human Resources for Mattel, Incorporated. He was
manager, Human Resources fr BMS Catastrophe, Inc. from 2001-2002. Mr. Corwin has acted as
an Independent Consultant from 2002 until the present time.

REX JUDD : Mr. Judd is a Professional
Consultant who specializes in Channel Marketing, Direct Response Marketing, and
Management. During the previous 15 years he as acted as an advising consultant to such
notable companies as Sears, Bausch and Lob, Xerox, Westinghouse, and American Express. Mr.
Judd has also served as an Adjunct Professor on the staff of St. John Fisher Collage in
Rochester, New York.

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# 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, this 19th day of
July, 2004.

Biocol, Inc.

/s/ Christopher C. Corwin Christopher C. CorwinPresident/CFO
and Director

July 19, 2004

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