U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


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

                      For Fiscal Year Ended: June 30, 2004

                                       or

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                       For the transition period from To
--------------------------------------------------------------------------------


                        Commission file number 000-21376
--------------------------------------------------------------------------------

                               Bio-Life Labs, Inc.
                 (Name of small business issuer in its charter)

                         Nevada                      33-0714007
           ---------------------------------------------------------
           State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization         Identification No.)


       9911 West Pico Boulevard, Suite 1410, Los Angeles, California 90035

               (Address of principal executive offices) (zip code)


                    Issuer's telephone number (310) 943-6445
                                              ---------------


Securities registered under Section 12(b) of the Act: NONE

Securities registered under Section 12(g) of the Act:

                          Common Stock Par Value $0.001
                                (Title of class)



<PAGE>




     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

     Check if there is no disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-B is not  contained in this form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year.        $0
                                                                     ---

     At October  8, 2004,  the  aggregate  market  value of all shares of voting
stock held by non-affiliates was approximately  $1,133,870.  In determining this
figure  Registrant  has assumed that all directors  and  executive  officers are
affiliates.  This  assumption  shall  not be  deemed  conclusive  for any  other
purpose.  The number of shares  outstanding  of each  class of the  Registrant's
common stock,  as of June 30, 2004,  was as follows:  47,091,805  common shares,
$.001 par value per share.


                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following  documents  are  incorporated  by  reference,  briefly
describe them and identify the part of the Form 10-KSB  (e.g.,  Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders;  (2) any proxy or information  statement;  and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"):
NONE

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

















                                        2

<PAGE>




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Number and Caption                                                                                       Page
PART I

<S>         <C>                                                                                                 <C>
Item 1.     Description of Business                                                                               4

Item 2.     Description of Property                                                                               6

Item 3.     Legal Proceedings                                                                                     7

Item 4.     Submission of Matters to a Vote of Security Holders                                                   7


PART II

Item 5.     Market for Common Equity and Related Stockholder Matters                                              8

Item 6.     Management's Discussion and Analysis or Plan of Operations                                            9

Item 7.      Financial Statements                                                                                12

Item 8.      Changes in and Disagreements With Accountants on Accounting and
                 Financial Disclosure                                                                            12

PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
                Compliance with Section 16(a) of the Exchange Act                                                12

Item 10.   Executive Compensation                                                                                15

Item 11.   Security Ownership of Certain Beneficial Owners and Management                                        15

Item 12.   Certain Relationships and Related Transactions                                                        16

Item 13.   Exhibits and Reports on Form 8-K                                                                      16

Item 14.   Controls and Procedures                                                                               17

Item 15.   Principal Accountant Fees & Services                                                                  18
</TABLE>




                                        3

<PAGE>



                                     PART I



                         ITEM 1 DESCRIPTION OF BUSINESS


         The  Company  was  organized  under  the  laws of the  State of Utah on
December 5, 1985 as Bullseye  Corp. On June 22, 1992 the name of the Company was
changed to Natural Solutions, Ltd. and the corporate domicile was changed to the
State of Nevada.  On March 25,  1994,  the  Company  name was changed to Phoenix
Media Group,  Ltd. On June 10, 2003, the Company  discontinued  its then-current
operations, and transitioned to a development stage company. The Company did not
proceed with its planned  principal  operations.  On June 10, 2003,  the Company
name was changed to TecScan International, Inc.

         On February  18, 2004,  the Company  acquired  100% of the  outstanding
common stock of Very Basic Media,  Inc., a company that was  incorporated  under
the laws of the State of Nevada on October 28, 2003,  in a reverse  acquisition.
On April 5, 2004, the acquisition of Very Basic Media,  Inc. was rescinded.  The
Company returned 5,000,000 shares of Very Basic Media, Inc. common stock to Very
Basic Media,  Inc. in exchange for  35,000,000  shares of the  Company's  common
stock; the Company then cancelled the 35,000,000 shares.

         On April 5, 2004, the Company  acquired 100% of the outstanding  common
stock of Bio-Life  Laboratories  Corporation in a reverse acquisition.  Bio-Life
Laboratories  Corporation was incorporated under the laws of the State of Nevada
on July 11, 2003 as Crystal Labs Corporation.  On February 2, 2004, Crystal Labs
Corporation  changed its name to  Bio-Life  Laboratories  Corporation.  When the
reverse  acquisition  took place, a new reporting  entity was created.  Bio-Life
Laboratories  Corporation  is  considered  the  reporting  entity for  financial
reporting  purposes.  On May 18, 2004, the Company  changed its name to Bio-Life
Labs, Inc.

BIO-LIFE LABORATORIES  CORPORATION.  Bio-Life Laboratories  Corporation acquired
exclusive  worldwide  rights  to  Carcinoderm,  a topical  ointment  that in the
estimation  of the Company's  management  destroys skin cancer cells in patients
who have been diagnosed with basal cell carcinoma,  squamous cell carcinoma, and
malignant  melanoma  in a one-time  application  that does not harm  surrounding
healthy  tissue.  Dr.  David  Karam,  who  has  been  appointed  as  one  of the
Registrant's directors, developed the product and is conducting what the Company
believes are FDA- conforming clinical trials in the El Paso laboratory facility,
where he is currently  investigating other possible uses of and delivery systems
for Carcinoderm in the treatment of other types of cancer,  including  tumors of
the pancreas and brain.

THE PRODUCT.  Carcinoderm  is a topical  ointment  that is formulated to destroy
skin cancer cells in a one-time  application without harming surrounding healthy
tissue.  After the ointment has been applied to the affected area, a scab begins
to form. In four to five weeks the scab falls off, leaving the underlying tissue
in a hypersensitive state for approximately 48 hours. Skin coloration returns to
normal after seven or eight weeks. At the 12-week mark, there is little evidence
of tissue  alteration and the treated area has totally  returned to its previous
thickness.

                                        4

<PAGE>



PRODUCT CLASSIFICATION AND REGULATION. Carcinoderm is made from plant material
and other  FDA-approved  ingredients.  Although  Carcinoderm  is classified as a
nutraceutical,  and thus does not require FDA  approval,  Dr. Karam has followed
FDA guidelines, rules, and regulations applicable to a clinical research project
to prepare for application for FDA approval (a product need not be classified as
a pharmaceutical to receive FDA approval),  as well as to establish its efficacy
for health care professionals. When we apply for FDA approval for the product or
a derivation of the product, FDA Phase I studies will already be in place.

PRODUCT  FEATURES.  We believe that the efficacy factor for  Carcinoderm  rivals
other forms of skin cancer treatments, but with significant advantages:
|X| One-time application.
|X| No residual disfigurement.
|X| Does not harm surrounding healthy tissue.

         In the estimation of our management, the product also appears to act as
a diagnostic  tool. When Carcinoderm is applied to a cancer lesion, a pattern of
red-colored  finger  projections  radiate  out  from  the  treated  area;  these
projections  appear to be underlying cancer cells.  Because the product does not
attack healthy tissue, these finger projections do not appear when it is applied
to a benign lesion.

PRODUCTION.  We are currently producing the Carcinoderm ointment in a three-step
segmented  production process in the El Paso and Juarez lab facilities,  and the
local  college.  The first step in production is an extraction  procedure from a
group of plants.  In a second step,  the  extracted  material is heated in large
ovens.  The third and final step is mixing the product and putting it in plastic
containers.  We plan to produce the product in  single-tube  application  with a
peel-off top. One application of Carcinoderm measures approximately 0.5 grams.

CLINICAL  TRIALS.  Although we have not formally  applied for FDA approval,  Dr.
Karam has been conducting  clinical trials of Carcinoderm in compliance with FDA
rules and procedures for over two years in order to document  treatment  results
of the product in accordance with standards  acceptable to qualified  evaluators
of the product.

THE MARKET. The American Cancer Society estimates that during 2004 approximately
one million new cases of basal cell or squamous cell  carcinoma and about 59,350
new cases of malignant  melanoma,  the  deadliest  type of skin cancer,  will be
diagnosed.  The ACS further  estimates  that skin cancer will claim the lives of
approximately  9,800  Americans,  7,900 as a result of melanoma.  Since 1997 the
incidence of new melanoma  cases in the U.S. has increased at an average of more
than 5% per year,  one of the highest  growth  rates for any type of cancer.  By
2000 there were over  510,000  living skin cancer  patients in the U.S.  who had
been diagnosed with melanoma.  Although death rates from basal cell and squamous
cell  carcinomas  are low,  the ACS  indicates  that  these  cancers  can  cause
considerable  damage and  disfigurement  if left  untreated.  Global skin cancer
statistics are equally alarming.  The World Health Organization  indicates that,
in 2000,  the number of newly  diagnosed  cases of melanoma  was  132,600,  with
37,000 deaths reported.

         According  to  information  compiled  by our  management,  the  cost to
Medicare for the  treatment  of skin  cancers in the United  States is currently
estimated at $ 13 billion per year. That

                                        5

<PAGE>



figure,  based on an analysis of CPT codes in a 5% cross section of the Medicare
billing  database,  approaches  the total cost to treat both prostate and breast
cancer.  While the  incidence  of  breast  and  prostate  cancers  has  remained
relatively  stable,  diagnoses of skin cancers continue to rise. Reports of this
phenomenon appear worldwide,  however,  tracking global treatment costs presents
severe logistical  challenges because of problems relating to reporting and lack
of uniformity in the registry of skin cancer statistics.

RESEARCH AND  DEVELOPMENT.  Carcinoderm:  The Double Blind  randomized  clinical
trial to test the efficacy of  Carcinoderm  in the  treatment  of squamous  cell
carcinoma,  basal cell carcinoma, and malignant melanoma is ongoing.  Additional
research goals for 2004 with respect to Carcinoderm are as follows:

|X| Define which receptor  provides the intake for the  Carcinoderm.
|X| Define the  metabolic  pathway  for the  activation  of  Carcinoderm.
|X|  Define  the long-term ramifications to tissue treated with Carcinoderm.
|X| Define  which  receptor is involved  in the  transference  of the effects of
Carcinoderm  from cell to cell, yet spares healthy  tissue.
|X| Define possible uses of Carcinoderm in the treatment of other types of tumor
cells.

         Other Treatment Products and Methods: Dr. Karam has developed treatment
formulas that appear to be effective in initial  research for treating  diabetes
mellitus and hepatitis C. We have the right of first refusal on these  products,
but do not have  rights  to them at this  time.  Research  goals  for 2004  with
respect to these treatments are as follows:

|X|  Identify  the  mechanism  of   action/efficacy   for  the  effects  of  the
nutraceutical  formulation for Diabetes Mellitus.  |X| Identify the mechanism of
action/efficacy for the effects of the nutraceutical treatment for Hepatitis C.

PATENT.  As of the  date of this  filing,  provisional  patent  application  for
Caricinoderm  has been filed. We anticipate that we will be filing an additional
patent or patents in the last quarter of 2004.

RISKS.  There are several risks  typically  associated  with  operations of this
type, and the Registrant cannot guarantee it will achieve the ability to operate
profitably.  As a result  of this  transaction,  the  Registrant  undertakes  to
disclose in its upcoming  annual  report,  a  description  of risks  inherent in
operating its business,  including  product  development,  clinical trials,  FDA
approval,  physician and patient  acceptance,  development  and  manufacture and
sales of a marketable product, intellectual property and product liability.



                         ITEM 2 DESCRIPTION OF PROPERTY



                                        6

<PAGE>



         The Company  currently leases  approximately  824 square feet of office
space at 9911 West Pico  Boulevard,  Suite 1410, Los Angeles,  California,  from
Arden Realty Limited Partnership.  The lease commenced on May 15, 2004 and has a
lease term of four years.  The lease  payments for the first year are $1,648 per
month,  with the exception of the second and third months of the lease, in which
the payments will be one-half of the monthly lease rate.  The lease payments for
the second year are $1,697 per month.  The lease payments for the third year are
$1,747 per month. The lease payments for the fourth year are $1,796 per month. A
security  deposit of $10,778 was paid by the Company  upon the  execution of the
lease.

         In August 2004,  the Company  begaen  leasing a facility to be used for
research  and  development.  The lease is to  commence  August 1, 2004 and has a
lease term of ten years.



                            ITEM 3 LEGAL PROCEEDINGS


         A  lawsuit  was filed in the  District  Court of El Paso  County,  34th
Judicial  District.  Zack  Thomas is seeking  to  enforce  an alleged  agreement
between  him and the  principal  shareholder  of the  Company  under  which  the
principal  shareholder allegedly agreed to issue the Plaintiff 25% of the equity
received  by  the  principal  shareholder  for  developing  his  invention  in a
predecessor  company,  Bio-Life  Labs,  Inc.,  for which the  Plaintiff  worked.
Counsel to the  Company has  advised  that the  Company is only a nominal  party
necessary to resolve all issues between the Plaintiff and Defendant. The Company
is not responsible for any sum of money or stock. However,  should the Plaintiff
prevail, the principle  shareholder's  percentage interest would be reduced from
approximately 63% to 48%; no change of control would occur.

         The  Company  (formerly  known  as  Phoenix  Media  Group,   Ltd.)  was
delinquent  on  approximately  $12,000  in  condominium  association  dues  on a
property  previously  owned by the Company.  The property was distributed to the
former  President  of the  Phoenix  Media  Group,  Ltd.  in  June of  2003.  The
condominium  association  has filed a lawsuit to collect the past due fees.  The
lawsuit was settled during the year ended June 30, 2004. The amount due has been
included in accounts payable.



                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS


         There were no matters  submitted to a vote of  shareholders  during the
period ended June 30, 2004.





                                        7

<PAGE>




                                     PART II



                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS


         The stock is traded on the OTC Bulletin  Board with the trading  symbol
BLFE.OB.

         The  following  table set  forth the high and low bid of the  Company's
Common Stock for each quarter within the past two years:


             June 30, 2004:                  High                 Low
First Quarter                             $         1.90      $         0.17
Second Quarter                            $         4.50      $         1.20
Third Quarter                             $         1.80      $         0.27
Fourth Quarter                            $         1.90      $         0.56

             June 30, 2003                   High                 Low
First Quarter                             $         8.00      $         2.50
Second Quarter                            $        15.00      $         3.00
Third Quarter                             $        15.00      $         3.00
Fourth Quarter                            $        21.00      $         2.00

          The number of shareholders of record of the Company's  common stock as
of September 21, 2004 was approximately 874.

         The  Company  has not  paid  any  cash  dividends  to date and does not
anticipate  paying cash dividends in the foreseeable  future.  It is the present
intention of management to utilize all available  funds for the  development  of
the Company's business.

Recent Sales of Unregistered Securities.

         The Company  issued  39,000,000  shares of common stock during the year
ended June 30, 2004. The stock was not sold through an  underwriter  and was not
sold through a public offer.  These sales are exempt under Regulation D Rule 506
of the Securities Act of 1933. (See Item &. Financial  Statements,  Statement of
Stockholders' Equity, pages F - 7 through F - 9)

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the Exchange Act  requires the  Company's  directors,
executive  officers,  and persons who own more than 10% of a registered class of
the Company's equity  securities,  to file with the Commission reports regarding
initial ownership and changes in ownership. Directors, executive

                                        8

<PAGE>



officers,  and greater than 10%  stockholders  are required by the Commission to
furnish the Company with copies of all Section 16(a) forms they file.

         To the best of our  knowledge,  during the  fiscal  year ended June 30,
2004, all executive officers,  directors and greater than 10% shareholders filed
the required reports in a timely manner.


                       ITEM 6 MANAGEMENT'S DISCUSSION AND
                         ANALYSIS OR PLAN OF OPERATIONS


         The following  discussion contains  forward-looking  statements,  which
involve risks and uncertainties. Our actual results could differ materially from
those  anticipated in these forward-  looking  statements as a result of various
factors,  including those set forth under the caption "Business - Risk Factors".
This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  should  be read  in  conjunction  with  our  consolidated  financial
statements and related notes included elsewhere in this Form 10-KSB.

Overview

         We are a  research-driven  biotechnology  company focused on discovery,
development,  and commercialization of treatments for cancer, diabetes mellitus,
hepatitis  C, and other  diseases  for which  current  treatments  have  limited
efficacy,  severe toxicity,  and other negative  results.  Our signature product
candidate  Carcinoderm(TM) is a topical ointment that destroys skin cancer cells
in patients who have been  diagnosed  with basal cell  carcinoma,  squamous cell
carcinoma, and malignant melanoma, using a single application that does not harm
surrounding  healthy  tissue.  Carcinoderm is currently being studied in what we
believe are  FDA-conforming  clinical trials in our laboratory  facilities in El
Paso, Texas. We are also investigating  additional possible uses of and delivery
systems for Carcinoderm that target various solid tumor cancers.

         In addition to Carcinoderm we have other product candidates in research
and pre-clinical  development,  including a treatment for diabetes mellitus that
in our  estimation  slows the  destruction  of pancreatic  cells,  and a product
candidate  for  hepatitis C that we believe  has  implication  in  blocking  the
enzymes  responsible  for the  destruction  of tissue.  We are not funding  this
research,  however,  we have the first right of refusal on any  results  that we
choose to acquire.

         The information  discussed herein is for Bio-Life-Labs'  operations for
the period from July 11, 2003 (inception) to June 30, 2004. As of June 30, 2004,
our accumulated deficit was approximately  $444,575. We may incur losses for the
next   several   years  as  we   continue   development   and  prepare  for  the
commercialization of our skin cancer product candidate  Carcinoderm;  expand the
applications and delivery systems for Carcinoderm; expand in-house manufacturing
capability to support the  commercialization  of  Carcinoderm,  as well as other
product candidates; and expand our research and development programs.

         We have a limited history of operations as a biotechnology  company. To
date, we have

                                        9

<PAGE>



funded our operations  primarily through sales of equity securities in an exempt
private placement.

         We  have  worldwide  manufacturing  and  commercialization   rights  to
Carcinoderm  and any  derivative  products,  and plan to market  these  products
through our own sales force or through  strategic  alliances  both in the United
States and abroad.  Agreements  with potential  collaborators  may include joint
marketing  or  promotion  arrangements.  Alternatively,  we may grant  exclusive
marketing  rights to potential  collaborators  in exchange  for  up-front  fees,
milestones  and  royalties  on future  sales,  if any. We intend to  manufacture
Carcinoderm at our manufacturing facility in El Paso, Texas. We believe that our
manufacturing  facility will have the capacity to satisfy  commercial demand for
Carcinoderm for several years after the initial product launch.

         Our  business  is subject to  significant  risks,  including  the risks
inherent in our ongoing clinical trial and the regulatory approval process;  the
results of our research and  development  efforts;  and  competition  from other
products and  uncertainties  associated  with  obtaining  and  enforcing  patent
rights.

         Clinical development timelines, achievement of success, and development
costs vary widely.  If we are  successful  in securing  additional  funding,  we
intend  to apply  for FDA (U.  S.  Food and Drug  Administration)  approval  for
Carcinoderm(TM)  in 2005,  and will focus our efforts on  developing  a clinical
program  that is fully  responsive  to the U.S.  Food and Drug  Administration's
(FDA)  guidance on moving a product  through the  regulatory  process.  Although
Carcinoderm is not by definition a pharmaceutical, and thus does not require FDA
approval,  we  believe  that  we  have  followed  FDA  guidelines,   rules,  and
regulations  applicable to a clinical  research  project in order to prepare for
application  for FDA approval for the product (a product need not be  classified
as a  pharmaceutical  to  receive  FDA  approval),  as well as to  document  its
efficacy.

         Product   candidate   completion   dates  and  completion   costs  vary
significantly  and are difficult to estimate.  The  expenditure  of  substantial
resources will be required for the lengthy  process of clinical  development and
obtaining regulatory approval as well as to comply with applicable  regulations.
Any  failure by us to obtain,  or any delay in  obtaining,  regulatory  approval
could cause our research and development  expenditures to increase and, in turn,
have a  material  adverse  effect on our  results  of  operations.  We cannot be
certain  when  any  net  cash  inflows  from  Carcinoderm  or any  of our  other
development projects will commence.

Results of Operations - The Company is in the development  stage. For the period
from July 11, 2003  (inception)  to June 30,  2004,  the Company had net loss of
$445,575.  The loss is primarily due to start-up expenses of a new company,  and
costs associated with the reverse merger.  General and  administrative  expenses
included $419,252 paid for attorneys, accountants, and regulatory expenses.

Liquidity  and Capital  Resources  - Our future  capital  uses and  requirements
depend on numberous  forward-looking factors. These factors include, but are not
limited to the following:

o         the progress of our research activities;
o         the number and scope of our research programs;
o         the progress of our pre-clinical development activities;

                                       10

<PAGE>



o        our ability to establish and maintain strategic collaborations;
o        the costs  involved in enforcing or defending  patent  claims and other
         intellectual property rights;
o        the costs and timing of regulatory approvals;
o        the  costs  of  establishing  or  expanding  manufacturing,  sales  and
         distribution  capabilities;
o        the success of the  commercialization of Carcinoderm;  and
o        the  extent  to  which  we   acquire  or  invest  in  other   products,
         technologies and business.

         To date, we have funded our  operations  primarily  through the sale of
equity  securities  in an exempt  private  placement.  Through June 30, 2004, we
received  aggregate  net  proceeds of  approximately  $477,875  from the sale of
exempt private placement equity securities.

         Until we can generate  significant cash from our operations,  we expect
to  continue to fund our  operations  with  existing  cash  resources  that were
primarily  generated from the proceeds of exempt private offerings of our equity
securities.  In addition,  we may finance  future cash needs through the sale of
additional  equity  securities,  strategic  collaboration  agreements,  and debt
financing.  However,  we  may  not  be  successful  in  obtaining  collaboration
agreements,   or  in  receiving   milestone  or  royalty  payments  under  those
agreements. In addition, we cannot be sure that our existing cash resources will
be adequate or that additional  financing will be available when needed or that,
if  available,  financing  will be  obtained  on  terms  favorable  to us or our
stockholders.  Having  insufficient funds may require us to delay, scale back or
eliminate some or all of our research or  development  programs or to relinquish
greater or all rights to product  candidates at an earlier stage of  development
or on less favorable  terms than we would  otherwise  choose.  Failure to obtain
adequate  financing also may adversely  affect our ability to operate as a going
concern. If we raise additional funds by issuing equity securities,  substantial
dilution to existing  stockholders  would likely result.  If we raise additional
funds by incurring debt financing, the terms of the debt may involve significant
cash payment obligations as well as covenants and specific financial ratios that
may restrict our ability to operate our business.

Off-Balance Sheet Arrangements

         Through  June  30,  2004,  we  did  not  have  any  relationships  with
unconsolidated  entities  or  financial  partnerships,  such as  entities  often
referred to as structured finance or special purpose entities,  which would have
been established for the purpose of facilitating  off-balance sheet arrangements
or other contractually narrow or limited purposes. In addition, we do not engage
in trading activities involving  non-exchange traded contracts.  As such, we are
not materially exposed to any financing,  liquidity, market, or credit risk that
could  arise  if  we  had  engaged  in  these  relationships.  We  do  not  have
relationships or transactions with persons or entities that derive benefits from
their non-independent relationship with us, or our related parties.

Factors That May Affect Future  Results -  Management's  Discussion and Analysis
contains   information  based  on  management's   beliefs  and   forward-looking
statements  that  involved a number of risks,  uncertainties,  and  assumptions.
There can be no assurance that actual results will not differ materially for the
forward-looking  statements  as a result of various  factors,  including but not
limited to the following:

         The  foregoing   statements   are  based  upon   management's   current
assumptions.

                                       11

<PAGE>






                           ITEM 7 FINANCIAL STATEMENTS


         The  financial  statements  of the Company and  supplementary  data are
included beginning  immediately following the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.




              ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE


         There are not and have not been any  disagreements  between the Company
and its  accountants  on any  matter  of  accounting  principles,  practices  or
financial statements disclosure.


                                    PART III


               ITEM 9 DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND
                CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
                                THE EXCHANGE ACT


Executive Officers and 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>
Nancy LeMay                         50      President/Secretary/
                                            Director                      Next annual shareholder meeting

David Karam                         39      Director                      Next annual shareholder meeting

Joseph McGhie                       52      Chief Financial Officer/
                                            Director                      Next annual shareholder meeting
</TABLE>

NANCY LEMAY.  On April 8, 2004, Ms. LeMay was appointed as President,  Secretary
and as a member of our Board of Directors. Ms. LeMay is also the president and a
director of Bio-Life Labs, Inc. An entrepreneur  and business leader for over 20


                                       12
<PAGE>



years, Ms. LeMay has been active in the concept design, launch, and operation of
start-up  businesses  facing  break-in  market and rapid  expansion  challenges,
including gaming,  construction components manufacturing,  insurance product and
program design, and healthcare corporate finance.

         Ms. LeMay began her career with the Internal  Revenue Service  ("IRS"),
where she rose through the ranks as a Revenue Officer and Revenue Agent,  acting
finally  as Chief of  Special  Procedures  where  she  advised  Examination  and
Collection Division personnel  regarding the highly  specialized,  technical and
complex aspects of Federal taxation, including insolvencies, trusts and decedent
estates,  Federal Tax Lien  issues,  transferee  and jeopardy  assessments,  and
redemption  rights.  During her  employment  with the IRS, Ms.  LeMay  completed
extensive coursework in personal,  corporate, and estate and trust taxation. Ms.
LeMay was also a frequent  Regional  Lead  Instructor  for  Revenue  Officer and
Revenue Agent training programs.

         Following  her IRS  service,  Ms.  LeMay  joined the State of  Nevada's
Gaming  Control  Board  as  a  Financial  Agent,  performing  complex  financial
investigations   of  corporate   gaming  license   applicants,   and  presenting
transaction  and other  financial  analysis  to Board  members  for  application
determination.  Since  leaving  government  service,  Ms.  LeMay has been both a
consultant to and involved in the senior  management of early stage  businesses,
bringing  concepts to commercial  reality by working with investors and lenders,
other  executives,  and  customers  within  service,  manufacturing,  and retail
industry  sectors.  Ms. LeMay was educated at the  University of Nevada at Reno,
where she  studied  accounting.  Ms.  LeMay is not an  officer  or  director  or
director of any other reporting company.

DAVID KARAM,  M.D.,  Ph.D.  As of April 8, 2004,  Dr.  Karam was  appointed as a
member of our Board of  Directors.  Dr. Karam is Executive  Vice  President  and
Chief Medical Officer,  and a member of the Board of Directors of Bio-Life Labs,
Inc. In his role as Executive Vice President and Chief Medical Officer Dr. Karam
is responsible for Bio-Life's Medical Affairs,  Regulatory Affairs, Research and
Product  Development,  Development  Sciences,  and Quality  functions.  Prior to
joining Bio-Life Labs, Dr. Karam was the Director of Scientific Research for ZDS
Center for Human Performance and  Biotechnology  Labs, L.L.C. in El Paso, Texas.
While at ZDS, Dr. Karam's research was centered on continuing  development of an
adjunctive  treatment for basal cell  carcinoma,  squamous cell  carcinoma,  and
malignant melanoma skin cancers.  Dr. Karam's 10-year career in medical research
included a focus on CNS  regenerative  work and receptive field  expansion;  his
research in these areas resulted in the development of a spinal fusion device as
well as a publication on the efficacy of implantable spinal stimulation and it's
efficacy for the control of  intractable  pain. In earlier years Dr. Karam was a
volunteer assistant through Emory University with the Center for Disease Control
in the research of the Ebola virus; he also assisted on the Necrotizing Fascitis
projects.

         In  addition  to his work at  Bio-Life  Labs,  Dr.  Karam holds a board
position  with the St.  Luke  School of  Medicine  where he is the  Director  of
Doctoral Programs and Adjunct Professor in Neurosciences.  He has also served as
an Adjunct  Professor in the  Physical  Therapy  Program with El Paso  Community
College,  where he wrote the class text; developed the examination material; and
taught  Functional  Anatomy as well as the Board  Review  Class for the Physical
Therapist Assistant

                                       13

<PAGE>



State  licensure  exam.  Dr. Karam was a lead  instructor  in a course  entitled
Microsurgical  Management of Carpal Tunnel Syndrome,  taught in conjunction with
the  University  of Juarez,  Mexico,  and in earlier  years taught as a Graduate
Assistant in Organic  Chemistry under the direction of Dr. Jack Duff at Kennesaw
State University.

         Dr. Karam has  published two  textbooks:  Gross Anatomy of the Head and
Neck,  and  Neuroscience - a New Horizon.  He has presented  papers to the Music
Therapy Association in the Anatomic Basis of Hearing and Music Association,  and
on the Anatomic Basis of Evoked Emotion and the  Neuro-Anatomic  Basis of Music;
to the Chemistry Society on the Utilization of NMR for the  Identification of 3D
molecular  structures;   to  the  Athletic  Trainers  Association  of  Texas  on
Concussion and the Neurophysiologic  basis of Concussive Syndrome;  and has made
additional scientific  presentations on Steroids and Sports Medicine to the Ohio
Chapter of the  American  Physical  Therapy  Association,  and  Receptive  Field
Expansion at Emory  University.  Dr. Karam developed a computer  program for the
containment of possible Chemical Weapons of Mass Destruction in conjunction with
Daniels  and  Associates  of  Phoenix,  Arizona.  Dr.  Karam is a member  of the
American Chemical Society;  the International Brain Research  Organization;  the
Cognitive Neuroscience Society; the Royal Society of Neuroscience;  the American
Physiology Society; the American Academy of Anti-aging;  the American Academy of
Neurological  Surgeons;  and the American  Academy of Orthopedic  and Neurologic
Surgeons.  In 2004 Dr. Karam was listed in the Empire Who's Who. Dr. Karam holds
a Bachelor of Science  degree in Business  Management and received his Doctor of
Medicine  degree from St. Luke School of Medicine;  he completed  post- doctoral
work in Neuroscience and  Biochemistry.  Dr. Karam is not an officer or director
of any other reporting company.

JOSEPH G. MCGHIE.  LL.B, M.B.A. As of April 8, 2004, Mr. McGhie was appointed as
a member  of our Board of  Directors.  Mr.  McGhie  is also our Chief  Financial
Officer.  Mr. McGhie is an experienced  investment banking and corporate finance
dealmaker,  having  initiated  and  completed  transactions  valued at more than
$750,000,000. Mr. McGhie has been active in arranging sale, finance, merger, and
strategic  alliance  transactions  since 1974, and has  specialized in assisting
early stage and middle market companies in California,  Nevada and Arizona since
1985. A frequent speaker at industry and community associations,  we believe Mr.
McGhie is known for  developing  creative  solutions to complex and  challenging
corporate  finance  situations.   His  expertise  includes   identifying  equity
investors  for  private,  high growth  companies,  creating  innovative  capital
structures,  and arranging  mergers,  acquisitions,  strategic  partnerships and
alliances.

         As a strong supporter of graduate level education,  Mr. McGhie has been
involved  with the  Anderson  Graduate  School of Business  Administration,  The
University of Southern  California,  University of Nevada Las Vegas, and Harvard
Business School Association in Orange County and Los Angeles. Mr. McGhie holds a
Bachelor of Laws degree  (LL.B.) from the  University of Alberta,  Canada and an
MBA with Second Year Honors from the Harvard Business School.  Mr. McGhie is not
an officer or director of any other reporting company.

         There  is no  family  relationship  between  any  of  our  officers  or
directors. There are no orders, judgments, or decrees of any governmental agency
or  administrator,  or of any  court  of  competent  jurisdiction,  revoking  or
suspending for cause any license, permit or other authority to engage in the

                                       14

<PAGE>



securities  business or in the sale of a particular  security or  temporarily or
permanently  restraining  any of our officers or directors  from  engaging in or
continuing any conduct,  practice or employment in connection  with the purchase
or sale of  securities,  or convicting  such person of any felony or misdemeanor
involving a security, or any aspect of the securities business or of theft or of
any felony.  Nor are any of the  officers or  directors  of any  corporation  or
entity affiliated with us so enjoined.

Audit Committee Financial Expert

         The  Company's  board of  directors  does not have an "audit  committee
financial   expert,"  within  the  meaning  of  such  phrase  under   applicable
regulations  of the  Securities  and Exchange  Commission,  serving on its audit
committee.  The  board of  directors  believes  that all  members  of its  audit
committee are financially literate and experienced in business matters, and that
one or more  members of the audit  committee  are  capable of (i)  understanding
generally accepted accounting principles ("GAAP") and financial statements, (ii)
assessing the general  application  of GAAP  principles  in connection  with our
accounting for estimates,  accruals and reserves, (iii) analyzing and evaluating
our  financial   statements,   (iv)  understanding  our  internal  controls  and
procedures  for  financial  reporting;  and (v)  understanding  audit  committee
functions,  all of which are attributes of an audit committee  financial expert.
However,  the board of directors  believes that there is not any audit committee
member who has obtained these attributes through the experience specified in the
SEC's definition of "audit committee financial expert." Further, like many small
companies,  it is difficult  for the Company to attract and retain board members
who qualify as "audit  committee  financial  experts," and competition for these
individuals is significant.  The board believes that its current audit committee
is able to  fulfill  its  role  under  SEC  regulations  despite  not  having  a
designated "audit committee financial expert."



                         ITEM 10 EXECUTIVE COMPENSATION


         None of the  executive  officer's  salary and bonus  exceeded  $100,000
during the any of the Company's last two fiscal years.



                 ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT


         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership  of our common stock as of  September  13,  2004,  by each
person or entity known by us to be the  beneficial  owner of more than 5% of the
outstanding  shares of common stock,  each of our directors and named  executive
officers, and all of our directors and executive officers as a group.

                                       15

<PAGE>



<TABLE>
<CAPTION>

                           Name and Address                   Amount & Nature                    Percent
Title of Class             of Beneficial Owner                of Beneficial Owner                of Class

<S>                        <C>                                <C>                                <C>
Common Stock               Nancy LeMay                        1,084,009 shares                   2.30%
                           9911 W. Pico Boulevard,            President, Secretary
                           Ste. 1410, and Director Los Angeles, CA 90035

Common Stock               David Karam                        29,609,660 shares                  62.88%
                           9911 W. Pico Boulevard,            Director
                           Ste. 1410, Los Angeles, CA 90035

Common Stock               Joseph McGhie                      200,000 shares                     0.42%
                           9911 W. Pico Boulevard,            Chief Financial Officer
                           Ste. 1410, and Director Los Angeles, CA 90035

Common Stock               All directors and named            30,893,669 shares                  65.60%
                           executive officers as a
                           group
</TABLE>



             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         There are none to report.



                   ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K


      (a) The following documents are filed as part of this report.

1. Financial Statements Page

Report of Robison, Hill & Co., Independent Certified Public Accountants.....F-1
Balance Sheets
 June 30, 2004..............................................................F-3
Statements of Loss

                                       16

<PAGE>



  For the Period from July 11, 2003 (inception) to June 30, 2004............F-5
Statement of Stockholders' Equity
  For the Period from July 11, 2003 (inception) to June 30, 2004............F-6
Statements of Cash Flows
  For the Period from July 11, 2003 (inception) to June 30, 2004............F-7
Notes to Financial Statements
 June 30, 2004..............................................................F-8

2.     Financial Statement Schedules

     All schedules are omitted  because they are not  applicable or the required
information is shown in the financial statements or notes thereto.

3.     Exhibits
                        The  following  exhibits  are  included  as part of this
report:
Exhibit
Number           Title of Document


31.1     Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.
31.2     Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.
32.1     Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.
32.2     Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.

     (b) Reports Filed on Form 8-K

         On May 18,  2004,  the  Company  filed a Form 8-K under  Item 5,  Other
Events.


<PAGE>











                               BIO-LIFE LABS, INC.
                          (TecScan International, Inc.)
                          (A Development Stage Company)

                                      - : -

                              FINANCIAL STATEMENTS

                                  JUNE 30, 2004


<PAGE>





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                              Page

<S>                                                                                                           <C>
Independent Auditor's Report....................................................................................F-1

Balance Sheets
   June 30, 2004................................................................................................F-3

Statements of Operations
   For the Period  from July 11, 2003  (inception)  to June 30, 2004 And for the
   Cumulative Period from July 11, 2003 (inception)
   To June 30, 2004.............................................................................................F-5

Statement of Stockholders' Equity
   From July 11, 2003 (inception) to June 30, 2004 .............................................................F-6

Statements of Cash Flows
   For the Period  from July 11, 2003  (inception)  to June 30, 2004 And for the
   Cumulative Period from July 11, 2003 (inception)
   To June 30, 2004.............................................................................................F-7

Notes to the Financial Statements
   June 30, 2004................................................................................................F-8
</TABLE>





















<PAGE>











               Report of Independent Certified Public Accountants

Audit Committee
Bio-Life Labs, Inc.
(Formerly TecScan International, Inc.)
(A Development Stage Company)

         We have audited the accompanying  balance sheets of Bio-Life Labs, Inc.
(formerly TecScan International,  Inc.) (a development stage company) as of June
30, 2004, and the related statements of operations and cash flows for the period
from July 11, 2003 (inception) to June 30, 2004, and the statement of changes in
stockholders'  equity for the period from July 11, 2003  (inception) to June 30,
2004.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

         We conducted our audits in accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of Bio-Life Labs, Inc.
(formerly TecScan International,  Inc.) (a development stage company) as of June
30, 2004,  and the results of its  operations  and its cash flows for the period
from July 11, 2003  (inception) to June 30, 2004 in conformity  with  accounting
principles generally accepted in the United States of America.












                                      F - 1

<PAGE>



         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

                                                    Respectfully submitted,



                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants



Salt Lake City, Utah
October 13, 2004





























                                      F - 2

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                                       June 30,
                                                                                                        2004
                                                                                                  -----------------

ASSETS:

Current Assets
<S>                                                                                               <C>
Cash                                                                                              $         125,030
Other receivable                                                                                              5,800
                                                                                                  -----------------
        Total Current Assets                                                                                130,830
                                                                                                  -----------------

Fixed Assets
Furniture and Fixtures                                                                                       10,417
Computer Equipment                                                                                            3,015
Less Accumulated Depreciation                                                                                  (239)
                                                                                                  -----------------
        Net Fixed Assets                                                                                     13,193
                                                                                                  -----------------

Intangible Assets
Product Rights                                                                                              279,610
Less Accumulated Amortization                                                                                (5,825)
                                                                                                  -----------------
        Net Intangible Assets                                                                               273,785
                                                                                                  -----------------

Other Assets
Deposits                                                                                                     10,778
                                                                                                  -----------------

       Total Assets                                                                               $         428,586
                                                                                                  =================
</TABLE>











                                      F - 3

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (continued)
<TABLE>
<CAPTION>

                                                                                                       June 30,
                                                                                                        2004
                                                                                                  -----------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
<S>                                                                                               <C>
Accounts payable                                                                                  $          79,439
                                                                                                  -----------------

        Total Current Liabilities                                                                            79,439
                                                                                                  -----------------

Stockholders' equity
   Series A  convertible  preferred  stock (par value  $.01),  5,000,000  shares
      authorized, no shares issued or
      Outstanding at June 30, 2004                                                                                -
   Common Stock (par value $.001), 50,000,000 shares
      Authorized, 47,091,805 shares issued and outstanding at
      June 30, 2004                                                                                          47,092
Paid in capital in excess of par value                                                                      746,630
Deficit accumulated during development stage                                                               (444,575)
                                                                                                  -----------------

        Total Stockholders' Equity (Deficit)                                                                349,147
                                                                                                  -----------------

        Total Liabilities and Stockholders' Equity                                                $         428,586
                                                                                                  =================
</TABLE>














   The accompanying notes are an integral part of these financial statements.

                                      F - 4

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                For the Period         Since
                                                                                     from           July 11, 2003
                                                                                July 11, 2003       Inception of
                                                                                      to            Development
                                                                                June 30, 2004          Stage
                                                                              ------------------ ------------------
<S>                                                                           <C>                <C>
Revenue:                                                                      $                - $                -
                                                                              ------------------ ------------------

Operating Expenses
Professional Fees                                                                        419,252            419,252
General and Administrative                                                                25,323             25,323
                                                                              ------------------ ------------------

     Total Operating Expenses                                                            444,575            444,575
                                                                              ------------------ ------------------

Net Income (Loss)                                                             $         (444,575)$         (444,575)
                                                                              ================== ==================

Income (Loss) Per Common Share                                                $           (0.03)
                                                                              ==================

Weighted Average Shares Outstanding                                                   14,498,394
                                                                              ==================
</TABLE>
















   The accompanying notes are an integral part of these financial statements.

                                      F - 5

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                                    Deficit
                                                                                                                  Accumulated
                                                                                                                     Since
                                                                                                                    July 11,
                                                                                                                      2003
                                                                                                 Capital in       Inception of
                                                                           Common Stock           Excess of       Development
                                                  -------------------------------------
                                                             Shares              Amount           Par Value          Stage
                                                  -----------------   -----------------  ------------------  ----------------------
<S>                                               <C>                 <C>                <C>                 <C>
Balance July 11, 2003 (Inception)                                 -   $               -  $                -  $                    -

Shares issued to acquire product
     rights                                              29,609,660              29,610                   -                       -

Shares issued for cash                                    2,720,121               2,720             475,155                       -

Shares issued for expenses                                2,670,219               2,670             331,107                       -

To record merger with Bio-Life
     Laboratories Corporation                            12,091,805              12,092             (59,632)                      -

Net Loss                                                          -                   -                   -                (444,575)
                                                  -----------------   -----------------  ------------------  ----------------------
                                                                                                                                  -
Balance at June 30, 2004                                 47,091,805   $          47,092  $          746,630  $             (444,575)
                                                  =================   =================  ==================  ======================
</TABLE>
















   The accompanying notes are an integral part of these financial statements.

                                      F - 6

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                             STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                                                                                                   Deficit
                                                                                                                 Accumulated
                                                                                            For the Period          Since
                                                                                                 from           July 11, 2003
                                                                                            July 11, 2003        Inception of
                                                                                                  to             Development
Cash Flows From Operating Activities:                                                       June 30, 2004           Stage
                                                                                          ------------------  ------------------
<S>                                                                                       <C>                 <C>
Net income (loss)                                                                         $         (444,575) $         (444,575)
Adjustments to reconcile net income (loss) to net cash
   Provided by (Used in) operating activities:
      Depreciation and amortization                                                                    6,064               6,064
      Stock issued for services                                                                      333,777             333,777
   Change in operating assets and liabilities:
      (Increase) Decrease in other receivable                                                         (5,800)             (5,800)
      (Increase) Decrease in deposits                                                                (10,778)            (10,778)
      Increase (Decrease) in accounts payable                                                         31,899              31,899
      Increase (Decrease) in accrued expenses                                                              -                   -
                                                                                          ------------------  ------------------
Net cash used in operating activities                                                                (89,413)            (89,413)
                                                                                          ------------------  ------------------

Cash Flows From Investing Activities:
Purchase of property and equipment                                                                   (13,432)            (13,432)
Purchase of product rights                                                                          (250,000)           (250,000)
                                                                                          ------------------  ------------------
Net cash used in investing activities                                                               (263,432)           (263,432)
                                                                                          ------------------  ------------------

Cash Flows From Financing Activities:
Proceeds from sale of stock                                                                          477,875             477,875
                                                                                          ------------------  ------------------
Net cash provided by (used in) financing activities                                                  477,875             477,875
                                                                                          ------------------  ------------------

Net increase (decrease) in cash and cash equivalents                                                 125,030             125,030
Cash and cash equivalents at beginning of period                                                           -                   -
                                                                                          ------------------  ------------------

Cash and cash equivalents at end of period                                                $          125,030  $          125,030
                                                                                          ==================  ==================

Supplemental Disclosure of Cash Flow Information:
   Interest                                                                               $                -  $                -
   Income taxes                                                                           $                -  $                -
Supplemental Schedule of Non-Cash Investing and Financing Activities: None
</TABLE>






   The accompanying notes are an integral part of these financial statements.

                                      F - 7

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

         This summary of accounting  policies of Bio-Life Labs,  Inc.  (formerly
TecScan  International,  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.

Organization and Basis of Presentation

         The  Company  was  organized  under  the  laws of the  State of Utah on
December 5, 1985 as Bullseye  Corp. On June 22, 1992 the name of the Company was
changed to Natural Solutions, Ltd. and the corporate domicile was changed to the
State of Nevada.  On March 25,  1994,  the  Company  name was changed to Phoenix
Media Group,  Ltd. On June 10, 2003, the Company  discontinued  its then-current
operations, and transitioned to a development stage company. The Company did not
proceed with its planned  principal  operations.  On June 10, 2003,  the Company
name was changed to TecScan International, Inc.

         On February  18, 2004,  the Company  acquired  100% of the  outstanding
common stock of Very Basic Media,  Inc., a company that was  incorporated  under
the laws of the State of Nevada on October 28, 2003,  in a reverse  acquisition.
On April 5, 2004, the acquisition of Very Basic Media,  Inc. was rescinded.  The
Company returned 5,000,000 shares of Very Basic Media, Inc. common stock to Very
Basic Media,  Inc. in exchange for  35,000,000  shares of the  Company's  common
stock; the Company then cancelled the 35,000,000 shares.

         On April 5, 2004, the Company  acquired 100% of the outstanding  common
stock of Bio-Life  Laboratories  Corporation in a reverse acquisition.  Bio-Life
Laboratories  Corporation was incorporated under the laws of the State of Nevada
on July 11, 2003 as Crystal Labs Corporation.  On February 2, 2004, Crystal Labs
Corporation  changed its name to  Bio-Life  Laboratories  Corporation.  When the
reverse  acquisition  took place, a new reporting  entity was created.  Bio-Life
Laboratories  Corporation  is  considered  the  reporting  entity for  financial
reporting  purposes.  On May 18, 2004, the Company  changed its name to Bio-Life
Labs, Inc.

Nature of Business

         Bio-Life  Laboratories  Corporation acquired exclusive worldwide rights
to  Carcinoderm,  a topical  ointment  that in the  estimation  of the Company's
management  destroys skin cancer cells in patients who have been  diagnosed with
basal cell  carcinoma,  squamous cell  carcinoma,  and  malignant  melanoma in a
one-time  application that does not harm surrounding  healthy tissue.  Dr. David
Karam,  who has been appointed as one of the Registrant's  directors,  developed
the  product and is  conducting  what the Company  believes  are  FDA-conforming
clinical  trials  in the El Paso  laboratory  facility,  where  he is  currently
investigating other possible uses of and delivery systems for Carcinoderm in the
treatment of other types of cancer, including tumors of the pancreas and brain.

                                      F - 8

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

Cash Equivalents

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

Income Taxes

         The Company  accounts for income taxes under the provisions of SFAS No.
109, "Accounting for Income Taxes." SFAS No.109 requires recognition of deferred
income  tax  assets  and   liabilities   for  the  expected  future  income  tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.

Earnings (Loss) Per Share

         Basic net loss per common share is computed by dividing net loss by the
weighted average number of common shares  outstanding  during the year.  Diluted
net loss per common share ("Diluted  EPS") reflects the potential  dilution that
could occur if stock options or other common stock equivalents were exercised or
converted  into common  stock.  The  computation  of Diluted EPS does not assume
exercise or conversion of securities that would have an  antidilutive  effect on
net loss per common share.

         There are no dilutive  outstanding common stock equivalents at June 30,
2004.

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.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting   principles  require  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosures  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.

                                      F - 9

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (continued)

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

Depreciation and Amortization

         Fixed   assets  are  recorded  at  cost  and   depreciated   using  the
straight-line  method over the estimated  useful lives of the assets which range
from three to seven years.  Fixed assets  consisted of the following at June 30,
2004:


Furniture and Fixtures                                        $          10,417
Computer Equipment                                                        3,015

Less accumulated depreciation                                              (239)
                                                              -----------------

Total                                                         $          13,193
                                                              =================

         Maintenance  and  repairs are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

         Total  depreciation  expense  for the period from July 11, 2003 to June
30, 2004 was $239.

         The Company has adopted the Financial  Accounting  Standards Board SFAS
No., 142, "Goodwill and Other Intangible Assets." SFAS 142 requires, among other
things,  that companies no longer amortize  goodwill,  but instead test goodwill
for  impairment  at least  annually.  In addition,  SFAS 142  requires  that the
Company identify reporting units for the purposes of assessing  potential future
impairments of goodwill,  reassess the useful lives of other existing recognized
intangible   assets,  and  cease  amortization  of  intangible  assets  with  an
indefinite  useful life.  An  intangible  asset with an  indefinite  useful life
should be tested for impairment in accordance with the guidance in SFAS 142.

         Intangible Assets consisted of the following at June 30, 2004:

<TABLE>
<CAPTION>

              Intangible Asset                      Amortization          Amortization Period
--------------------------------------------      -----------------    --------------------------
<S>                                               <C>                           <C>
Product Rights                                    $         279,610             20 Years
Less accumulated amortization                                (5,825)
                                                  -----------------

Total                                             $         273,785
                                                  =================
</TABLE>



                                     F - 10

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (continued)

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

         Total  amortization  expense  for the period from July 11, 2003 to June
30, 2004 was $5,825.

         The estimated amortization for the next five years is as follows:


2004                                         $            13,980
2005                                                      13,980
2006                                                      13,980
2007                                                      13,980
2008                                                      13,980
                                             -------------------
Total                                        $            69,900
                                             ===================

NOTE 2 - CAPITAL TRANSACTIONS

Preferred Stock

         The Board of  Directors  of the  Company  has the  authority  to fix by
resolution for each particular series of preferred stock the number of shares to
be issued;  the rate and terms on which cumulative or  non-cumulative  dividends
shall be paid; conversion features of the preferred stock; redemption rights and
prices, if any; terms of the sinking fund, if any to be provided for the shares;
voting  powers  of  preferred  shareholders;   and  any  other  special  rights,
qualifications, limitations, or restrictions.

Common Stock

         In February 2004, the Company issued  29,609,660 shares of common stock
to acquire product rights. The shares were valued at $29,610.

         In February  and March 2004,  the Company  issued  2,720,121  shares of
common stock for cash of $477,875.

         In February  and March 2004,  the Company  issued  2,670,219  shares of
common stock for services valued at $333,777.

         On  April  5,  2004,  the  Company   acquired   Bio-Life   Laboratories
Corporation  ("Bio-Life")  in a reverse  acquisition.  In the  acquisition,  the
Company issued  35,000,000  shares of common stock, par value $.001, in exchange
for all of the  outstanding  shares of Bio-Life  (35,000,000  shares,  par value
$.0001).

                                     F - 11

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (continued)

NOTE 2 - CAPITAL TRANSACTIONS (continued)

         Also on April 5, 2004, an additional  12,091,786 shares of common stock
were issued to the previous owners of TecScan International, Inc. This entry was
recorded by a credit to common  stock of $12,092 and a debit to paid-in  capital
of $32,025.

NOTE 3 - DEVELOPMENT STAGE COMPANY AND GOING CONCERN

         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.

         Since  inception,  the  Company  has  incurred  recurring  losses  from
operations and has an accumulated deficit of $445,575 since the inception of the
development  stage  on July  11,  2003.  For  the  period  from  July  11,  2003
(inception)  to June 30, 2004,  the Company  incurred  losses of $445,575.  This
condition raises  substantial doubt about the Company's ability to continue as a
going concern.

         Continuation  of the  Company  as a going  concern  is  dependent  upon
obtaining  additional  working  capital and management has developed a strategy,
which it believes will  accomplish  this  objective  through  additional  equity
funding which will enable the Company to operate in the future.  However,  there
can be no  assurance  that the Company  will be  successful  with its efforts to
raise  additional  capital.  The  inability of the Company to secure  additional
financing  in the near term  could  adversely  impact  the  Company's  business,
financial position and prospects.

NOTE 4 - LEASE COMMITMENT

         The Company  currently leases  approximately  824 square feet of office
space at 9911 West Pico  Boulevard,  Suite 1410, Los Angeles,  California,  from
Arden Realty Limited Partnership.  The lease commenced on May 15, 2004 and has a
lease term of four years.  The lease  payments for the first year are $1,648 per
month,  with the exception of the second and third months of the lease, in which
the payments will be one-half of the monthly lease rate.  The lease payments for
the second year are $1,697 per month.  The lease payments for the third year are
$1,747 per month.  The lease  payments for the fourth year are $1,796 per month.
During  the first and second  month of the first year of the lease,  the lease A
security  deposit of $10,778 was paid by the Company  upon the  execution of the
lease.






                                     F - 12

<PAGE>



                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (continued)

NOTE 4 - LEASE COMMITMENTS (continued)

         The minimum  future lease payments under these leases for the next five
years are:


            Year Ended June 30,
-------------------------------------------
         2005                                             $       18,614
         2006                                                     20,440
         2007                                                     21,038
         2008                                                     18,858
         2009                                                          -
                                                          --------------
         Total minimum future lease payments              $       78,950
                                                          ==============

NOTE 5 - PRODUCT RIGHTS

         On February 27, 2004, the Company  entered into an agreement David Wade
Karam,  M.D./Ph.D.  ("the  licensor"),  whereby the  licensor has granted to the
Company the exclusive  right to market,  sell,  distribute and use a skin cancer
treatment  that has been used to  successfully  treat skin cancer  patients with
Basal Cell Carcinoma,  Squamous Cell Carcinoma, and Melanoma in clinical trials.
The  agreement  is for a period of twenty  years.  The Company paid the licensor
$250,000 in cash,  and issued the licensor  29,609,660  shares of the  Company's
common stock,  valued at $29,610.  The Company has booked an intangible asset of
$279,610, and is amortizing the intangible asset over a period of twenty years.

NOTE 6 - INCOME TAXES

         As of June 30, 2004, the Company had a net operating loss  carryforward
for income tax reporting  purposes of approximately  $445,000 that may be offset
against future taxable income through 2024. 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
carry-forwards  will expire unused.  Accordingly,  the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.







                                     F - 13

<PAGE>


                               BIO-LIFE LABS, INC.
                     (Formerly TecScan International, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (continued)

NOTE 7 - LITIGATION

         The  Company  (formerly  known  as  Phoenix  Media  Group,   Ltd.)  was
delinquent  on  approximately  $12,000  in  condominium  association  dues  on a
property  previously  owned by the Company.  The property was distributed to the
former  President  of the  Phoenix  Media  Group,  Ltd.  in  June of  2003.  The
condominium  association  has filed a lawsuit to collect the past due fees.  The
lawsuit was settled during the year ended June 30, 2004. The amount due has been
included in accounts payable.

NOTE 8 - ACQUISITION

         On April 5, 2004, the Company  acquired 100% of the outstanding  common
stock of Bio-Life Laboratories Corporation in a reverse acquisition. The Company
issued  35,000,000  shares of common  stock to  acquire  all of the  outstanding
common stock of Bio-Life Laboratories Corporation.  When the reverse acquisition
took  place,  a  new  reporting  entity  was  created.   Bio-Life   Laboratories
Corporation is considered the reporting entity for financial reporting purposes.

NOTE 9 - SUBSEQUENT EVENTS

         In August  2004,  the Company  began  leasing a facility to be used for
research  and  development.  The lease is to  commence  August 1, 2004 and has a
lease term of ten years.



                                     F - 14

<PAGE>






                        ITEM 14. 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  annual  report  on Form 10- KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this  annual  report on Form  10-KSB  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 annual
                  report on Form 10-KSB, and


                                       17

<PAGE>



                  (ii) the financial statements, and other financial information
                  included in this annual report on Form 10-KSB,  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 annual report on Form 10-KSB.

         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 regards to significant
deficiencies and material weaknesses.



                  ITEM 15. PRINCIPAL ACCOUNTANT FEES & SERVICES


         The following is a summary of the fees billed to us by Robison,  Hill &
Company for professional services rendered for the years ended June 30, 2004 and
2003:

<TABLE>
<CAPTION>

           Service                                     2004                   2003
------------------------------                  ------------------     ------------------
<S>                                             <C>                    <C>
Audit Fees                                      $           13,098     $           13,351
Audit-Related Fees                                               -                      -
Tax Fees                                                       557                    152
All Other Fees                                                   -                      -
                                                ------------------     ------------------
Total                                           $           13,655     $           13,503
                                                ==================     ==================
</TABLE>

Audit Fees.  Consists of fees billed for professional  services rendered for the
audits  of  our  consolidated  financial  statements,  reviews  of  our  interim
consolidated  financial  statements  included  in  quarterly  reports,  services
performed in connection  with filings with the Securities & Exchange  Commission
and related  comfort  letters and other  services that are normally  provided by
Robison,  Hill & Company in connection with statutory and regulatory  filings or
engagements.

Tax Fees. Consists of fees billed for professional  services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

Audit  Committee  Pre-Approval of Audit and  Permissible  Non-Audit  Services of
Independent Auditors

         The Audit Committee, is to pre-approve all audit and non-audit services
provided by the independent auditors. These services may include audit services,
audit-related  services,  tax services  and other  services as allowed by law or
regulation.  Pre-approval  is  generally  provided  for up to one  year  and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally  subject to a specifically  approved  amount.  The  independent
auditors and management are

                                       18

<PAGE>



required to periodically  report to the Audit Committee  regarding the extent of
services   provided  by  the  independent   auditors  in  accordance  with  this
pre-approval  and the  fees  incurred  to date.  The  Audit  Committee  may also
pre-approve particular services on a case-by-case basis.

         The Audit Committee pre-approved 100% of the Company's 2003 audit fees,
audit-related  fees,  tax fees,  and all other fees to the  extent the  services
occurred  after May 6, 2003,  the effective  date of the Securities and Exchange
Commission's final pre-approval rules.











































                                       19

<PAGE>





                                   SIGNATURES


         Pursuant to the  requirements  of section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                               BIO-LIFE LABS, INC.

Dated: October 14, 2004                        By  /S/     Nancy LeMay
                                               ------------------------------
                                               Nancy LeMay
                                               President, Secretary, Director
                                               (Principal Executive Officer)

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 14th day of October 2004.

Signatures                                             Title

/S/     Nancy LeMay
Nancy LeMay                                    President, Secretary, Director
                                               (Principal Executive Officer)


/S/     Joseph McGhie
Joseph McGhie                                  Chief Financial Officer, Director
                                               (Principal Financial Officer)

/S/     David Karam
David Karam                                    Director