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: March 31, 2004
                  --------------------------------------------

       [  ]   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

                               Pear Network, Inc.
(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 -----


<PAGE>




                      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: May 25, 2004 8,671,743

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








































<PAGE>



                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                                  BIOCOL, INC.
                      (Formerly known as Pear Network, Inc.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 March 31,         September 30,
                                                                                    2004                2003
                                                                             ------------------  ------------------
Assets:
  Current Assets
<S>                                                                          <C>                 <C>
    Cash and cash equivalents                                                $          284,322  $                -
    Inventory                                                                           767,175                   -
                                                                             ------------------  ------------------
       Total Current Assets                                                           1,051,497                   -

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

                Total Assets                                                 $        5,801,497  $                -
                                                                             ==================  ==================

Liabilities - Accounts payable & accrued expenses                            $           93,500  $            5,550
                                                                             ------------------  ------------------

Stockholders' Equity:
  Preferred Stock - Series A, Par value $.001
    Authorized 5,000,000 shares, Issued 27,500 shares
    at March 31, 2004 and -0- shares at September 30, 2003                                   27                   -
  Preferred Stock - Series B, Par value $.001
    Authorized 5,000,000 shares, Issued 230,000 shares
    at March 31, 2004 and -0- shares at September 30, 2003                                  230                   -
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 Shares at March 31, 2004
    and September 30, 2003                                                                1,000               1,000
    7,671,743 shares to be issued at March 31, 2004                                       7,672                   -
  Paid-In Capital                                                                     5,814,620               5,374
  Retained Deficit                                                                       (1,075)             (1,075)
  Deficit Accumulated During the
    Development Stage                                                                  (114,477)            (10,849)
                                                                             ------------------  ------------------
     Total Stockholders' Equity                                                       5,707,997              (5,550)
                                                                             ------------------  ------------------

     Total Liabilities and
       Stockholders' Equity                                                  $        5,801,497  $                -
                                                                             ==================  ==================
</TABLE>


                             See accompanying notes


<PAGE>



                                  BIOCOL, INC.
                      (Formerly known as Pear Network, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                   since October
                                                                                                      20, 1999
                                                                                                     Inception
                        For the three months ended              For the six months ended                 of
                                 March 31,                              March 31,                   development
                    -----------------------------------   -------------------------------------
                          2004               2003               2004                2003               stage
                    -----------------  ----------------   -----------------  ------------------  ------------------
<S>                 <C>                <C>                <C>                <C>                 <C>
Revenues:           $               -  $              -   $               -  $                -  $                -

Expenses:
  Salaries                     12,000                 -              12,000                   -              12,000
  Consulting                   75,000                 -              75,000                   -              75,000
  Legal                        15,678                 -              15,678                   -              15,678
  Accounting                      950                 -                 950                   -              11,499
  Taxes                             -                 -                   -                   -                 300
                    -----------------  ----------------   -----------------  ------------------  ------------------

     Net Loss       $        (103,628) $              -   $        (103,628) $                -  $         (114,477)
                    =================  ================   =================  ==================  ==================

Loss Per Share:
  Basic             $          (0.02)                 -   $          (0.04)  $                -
  Diluted           $          (0.01)  $              -   $          (0.01)  $                -
                    =================  ================   =================  ==================
</TABLE>

















                             See accompanying notes


<PAGE>



                                  BIOCOL, INC.
                      (Formerly known as Pear Network, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                   since October
                                                                                                      20, 1999
                                                                For the six months ended            Inception of
                                                                        March 31,                   Development
                                                          -------------------------------------
                                                                2004                2003               Stage
                                                          -----------------  ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                       <C>                <C>                 <C>
Net Loss                                                  $        (103,628) $                -  $         (114,477)
(Increase) Decrease in Inventory                                   (767,175)                  -            (767,175)
Increase (Decrease) in Accounts Payable                              87,950                   -              93,425
                                                          -----------------  ------------------  ------------------
  Net Cash Used in operating activities                            (782,853)                  -            (788,227)
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Distribution Rights                                  (4,750,000)                  -          (4,750,000)
                                                          -----------------  ------------------  ------------------
Net cash provided by investing activities                        (4,750,000)                  -          (4,750,000)
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of common stock                                  767,175                   -             767,175
Proceeds from sale of preferred stock                             5,050,000                   -           5,050,000
Capital contributed by shareholder                                        -                   -               5,374
                                                          -----------------  ------------------  ------------------
Net Cash Provided by Financing Activities                         5,817,175                   -           5,822,549
                                                          -----------------  ------------------  ------------------

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

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                $               -  $                -  $                -
  Franchise and income taxes                              $               -  $                -  $               25
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
                             See accompanying notes


<PAGE>



                                  BIOCOL, INC.
                      (Formerly known as Pear Network, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE SIX MONTHS ENDED MARCH 31, 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 March 31, 2004 and for the
three and six 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 known as Pear Network, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
          FOR THE SIX MONTHS ENDED MARCH 31, 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:
<TABLE>
<CAPTION>
                                                                                                     Per-Share
                                                              Income              Shares               Amount
                                                           (Numerator)         (Denominator)
Loss to common shareholders
                                                                 For the three months ended March 31, 2004
<S>                                                     <C>                           <C>        <C>
BASIC LOSS PER SHARE                                    $         (103,628)           4,750,630  $           (0.02)
DILUTED LOSS PER SHARE                                  $         (103,628)          15,995,073  $           (0.01)
                                                        ==================  ===================  ==================

                                                                 For the three months ended March 31, 2003
BASIC LOSS PER SHARE                                    $                -            1,000,000  $                -
DILUTED LOSS PER SHARE                                  $                -            1,000,000  $                -
                                                        ==================  ===================  ==================

                                                                  For the six months ended March 31, 2004
BASIC LOSS PER SHARE                                              (103,628)           2,864,954  $           (0.04)
DILUTED LOSS PER SHARE                                  $         (103,628)           8,456,114  $           (0.01)
                                                        ==================  ===================  ==================

                                                                  For the six months ended March 31, 2003
BASIC LOSS PER SHARE                                    $                -            1,000,000  $                -
DILUTED LOSS PER SHARE                                  $                -            1,000,000  $                -
                                                        ==================  ===================  ==================
</TABLE>





<PAGE>



                                  BIOCOL, INC.
                      (Formerly known as Pear Network, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
          FOR THE SIX MONTHS ENDED MARCH 31, 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 March 31, 2004, the Company had a net operating loss carryforward
for income tax reporting  purposes of approximately  $114,000 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.



<PAGE>



                                  BIOCOL, INC.
                      (Formerly known as Pear Network, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
          FOR THE SIX MONTHS ENDED MARCH 31, 2004 AND 2003 (Continued)
                                   (Unaudited)

NOTE 4 - COMMITMENTS

         As of March 31, 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.


<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

         The Company had no sales or sales  revenues  for the three months ended
March  31,  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
March  31,  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 $103,628  for the three month period ended March 31,
2004 and $-0- for the same period in 2003.

CAPITAL RESOURCES AND LIQUIDITY

         At March 31, 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 $957,997
at March 31, 2004 and a net working  capital  deficit of $5,550 at September 30,
2003.

         Net stockholders'  equity in the Company was $5,707,997 as of March 31,
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


<PAGE>



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:
<TABLE>
<CAPTION>
DIRECTOR'S   NAME                                    AGE               OFFICE                  TERM EXPIRES
<S>                                                   <C>       <C>                         <C>
Dr. Boris Karpivich Gavrilyuk MD, PhD                 75              Director              next annual meeting
Alexander Gorbachev, PhD                              42              Director              next annual meeting
Christopher C. Corwin                                 55       CEO, CFO and Director        next annual meeting
Rex Judd                                              42           Vice-President           next annual meeting
</TABLE>

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


<PAGE>



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.

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.


<PAGE>



(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 25th day of May, 2004.

Biocol, Inc.




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

May 25, 2004