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: December 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


         (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>
                                                                                December 31,       September 30,
                                                                                    2004                2004
                                                                              -----------------  ------------------
Assets:
  Current Assets
<S>                                                                           <C>                <C>
    Cash and cash equivalents                                                 $         267,479  $          328,479
    Accounts Receivable, net                                                             75,000              52,000
    Inventory                                                                           699,673             767,174
                                                                              -----------------  ------------------
       Total Current Assets                                                           1,042,152           1,147,653

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

                Total Assets                                                  $       5,792,152  $        5,897,653
                                                                              =================  ==================

Liabilities:
    Accounts payable                                                          $         146,645  $          146,145
    Accrued expenses                                                                      3,000              12,000
    Related party payable                                                                12,360              12,360
                                                                              -----------------  ------------------
               Total Current Liabilities                                                162,005             170,505
                                                                              -----------------  ------------------

Stockholders' Equity:
  Preferred Stock - Series A, Par value $.001
    Authorized 5,000,000 shares, Issued 27,500 shares
    at December 31, 2004 and September 30, 2004                                              27                  27
  Preferred Stock - Series B, Par value $.001
    Authorized 5,000,000 shares, Issued 230,000 shares
    at December 31, 2004 and at September 30, 2004                                          230                 230
  Common Stock, Par value $.001 Authorized 100,000,000 shares,
    Issued 8,671,743 Shares at December 31, 2004
    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                                                                  (192,326)            (95,325)
                                                                              -----------------  ------------------
     Total Stockholders' Equity                                                       5,630,147           5,727,148
                                                                              -----------------  ------------------

     Total Liabilities and
       Stockholders' Equity                                                   $       5,792,152  $        5,897,653
                                                                              =================  ==================
</TABLE>


                             See accompanying notes


<PAGE>



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






                                              For the three months ended
                                                     December 31,
                                       -----------------------------------------
                                              2004                   2003
                                       -------------------    ------------------
Revenues:                                          $75,000    $                -
Cost of goods sold                                  67,500                     -
                                       -------------------    ------------------
   Gross margin                                      7,500                     -
                                       -------------------    ------------------

Expenses:
  Salaries                                           9,000                     -
  Consulting                                        15,000                     -
  Legal                                              5,000                     -
  Accounting                                           500                     -
 Research & development                             75,000                     -
  Taxes                                                  -                     -
                                       -------------------    ------------------
     Total expenses                                104,500
                                       -------------------

     Net Loss                          $           (97,000)   $                -
                                       ===================    ==================

Loss Per Share:
  Basic                                $            (0.04)
  Diluted                              $            (0.01)    $                -
                                       ===================    ==================














                             See accompanying notes


<PAGE>



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


<TABLE>
<CAPTION>
                                                               For the three months ended
                                                                      December 31,
                                                          -------------------------------------
                                                                2004                2003
                                                          -----------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                       <C>                <C>
Net Loss                                                  $         (97,000) $                -
(Increase) Decrease in Inventory                                   (767,175)                  -
Increase (Decrease) in Accounts Payable                              87,950                   -
                                                          -----------------  ------------------
  Net Cash Used in operating activities                            (776,225)                  -
                                                          -----------------  ------------------

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

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

Net (Decrease) Increase in
  Cash and Cash Equivalents                                         290,950                   -
Cash and Cash Equivalents
  at Beginning of Period                                                  -                   -
                                                          -----------------  ------------------
Cash and Cash Equivalents
  at End of Period                                        $         290,950  $                -
                                                          =================  ==================

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.
                     (Foirmerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED DECEMBER 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 December 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 a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED DECEMBER 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 December 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 December 31, 2003
BASIC LOSS PER SHARE                                    $                  -          1,000,000  $                  -
DILUTED LOSS PER SHARE                                  $                  -          1,000,000  $                  -
                                                        ==================  ===================  ==================
</TABLE>






<PAGE>

                                  BIOCOL, INC.
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED DECEMBER 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  December  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 - CONCENTRATION OF RISK

         As of  December  31,  2004,  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 SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003 (Continued)
                                   (Unaudited)

NOTE 4 - COMMITMENTS

         As of  December  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.

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.



<PAGE>



*        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
December 31,


<PAGE>



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
December  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  December
31, 2004 and $-0- for the same period in 2003.

CAPITAL RESOURCES AND LIQUIDITY

         At  December  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 December 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 December
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 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  December  31,  2004,  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



<PAGE>



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.

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.





<PAGE>




                                   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