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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
|  |  |                                                                                         
|  |  | For the Quarter ending January 31, 2003                                                 
|  |  |                                                                                         
|o |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1943.     
|  |  |                                                                                         
|  |  | For the Transition period from _______________ to _______________                       

Commission file number 33-24566-A

BIO-LOK INTERNATIONAL INC.

(Name of registrant in its charter)

|                                                              |  |                                  
|------------------------------------------------------------- |  | ---------------------------------
|DELAWARE                                                      |  | 65-0317138                       
|                                                              |  |                                  
|(State or other jurisdiction ofincorporation or organization) |  | (IRS Employer
Identification No.)

|                                                |  |           
|----------------------------------------------- |  | ----------
|312 S. Military Trail, Deerfield Beach, Florida |  | 33442     
|                                                |  |           
|(Address of principal executive offices)        |  | (Zip Code)

Registrants telephone number, including area code: (954) 698-9998



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Check whether the issuer (1) has 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 o.

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

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

YES o NO o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 21, 2003, the Registrant had 6,663,152 Common Stock shares
outstanding, at a par value $.01 per share.



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TABLE OF CONTENTS



|                                                     |                                                                                               |  |  |  |  |  |  | 
|---------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                     | PART I                                                                                       
|                                                     | Item 1. Financial Statements                                                                 
|Condensed Consolidated Statement of Operations      
|Condensed Consolidated Balance Sheets               
|Condensed Consolidated Statements of Cash Flows     
|Notes to Condensed Consolidated Financial Statements
|                                                     | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                     | Item 3. Controls and Procedures                                                              
|                                                     | PART II.                                                                                     
|                                                     | Item 6. Exhibits, List and Reports on Form 8-K                                               
|SIGNATURES                                          
|                                                     | CERTIFICATIONS                                                                               
|                                                     | CERTIFICATIONS                                                                               



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TABLE OF CONTENT

|        |  |  |  |                                                                                                                  |  |     
|------- |  |  |  | ---------------------------------------------------------------------------------------------------------------- |  | ----
|        |  |  |  |                                                                                                                  |  | Page
|        |  |  |  |                                                                                                                  |  |     
|PART I  |  |  |  |                                                                                                                  |  |     
|        |  |  |  |                                                                                                                  |  |     
|Item 1. |  |  |  | Financial Statements                                                                                             |  | 3   
|        |  |  |  |                                                                                                                  |  |     
|        |  |  |  | Condensed Consolidated Statements of Operations for the three months
ended January 31, 2003 and 2002 (unaudited) |  |     
|        |  |  |  |                                                                                                                  |  |     
|        |  |  |  | Condensed Consolidated Balance Sheets for January 31, 2003 (unaudited)
and October 31, 2002                      |  |     
|        |  |  |  |                                                                                                                  |  |     
|        |  |  |  | Condensed Consolidated Statements of Cash Flows for three month
ended January 31, 2003 and 2002 (unaudited)      |  |     
|        |  |  |  |                                                                                                                  |  |     
|        |  |  |  | Notes to Condensed Consolidated Financial Statements                                                             |  |     
|        |  |  |  |                                                                                                                  |  |     
|Item 2. |  |  |  | Managements Discussion and Analysis of Financial Results of Operations
And Financial Condition                  |  | 8   
|        |  |  |  |                                                                                                                  |  |     
|Item 3. |  |  |  | Controls and Procedures                                                                                          |  | 11  
|        |  |  |  |                                                                                                                  |  |     
|        |  |  |  |                                                                                                                  |  |     
|PART II |  |  |  |                                                                                                                  |  |     
|        |  |  |  |                                                                                                                  |  |     
|Item 6. |  |  |  | Exhibits, List and Reports on Form 8-K                                                                           |  | 12  
|        |  |  |  |                                                                                                                  |  |     
|        |  |  |  | Signatures                                                                                                       |  | 13  
|        |  |  |  |                                                                                                                  |  |     
|        |  |  |  | Certification                                                                                                    |  | 14  
|        |  |  |  |                                                                                                                  |  |     
|        |  |  |  | Certification                                                                                                    |  | 15  

2



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PART I




Item 1. Financial Statements

BIO-LOK INTERNATIONAL INC. AND SUBSIDIARIES




Condensed Consolidated Statement of Operations


|                                                        |                                    |                      |           |                    |         |             |           |          |         | 
|------------------------------------------------------- | ---------------------------------- | -------------------- | --------- | ------------------ | ------- | ----------- | --------- | -------- | ------- | 
|                                                        |                                    |                      |           | Three Months Ended
|                                                        |                                    |                      |           | January 31,       
|                                                        |                                    |                      |           |                   
|                                                        |                                    |                      |           | 2003               |         | 2002       
|                                                        |                                    |                      |           |                    |         |            
|                                                        |                                    |                      |           | (unaudited)        |         | (unaudited)
|                                                        | Net Sales                          |                      | $         | 955,915            |         |             | $         | 537,480  |        
|                                                        | Cost of Goods Sold                 |                      |           | 321,531            |         |             |           | 87,831   |        
|                                                        |                                    |                      |           |                    |         |             |           |         
|                                                        | GROSS PROFIT                       |                      |           | 634,384            |         |             |           | 449,649  |        
|                                                        |                                    |                      |           |                    |         |             |           |         
|                                                        |                                    | Selling              |           |                    | 291,218 |             |           |          | 247,155 | 
|                                                        |                                    | Admin. & General Exp |           |                    | 433,717 |             |           |          | 353,713 | 
|                                                        |                                    |                      |           |                    |         |             |           |         
|                                                        |                                    |                      | 724,935   |                    |         |             | 600,868   |         
|                                                        |                                    |                      |           |                    |         |             |           |         
|                                                        | Operating Loss                     |                      |           | (90,551            | )       |             |           | (151,219 | )      
|                                                        |                                    |                      |           |                    |         |             |           |         
|                                                        | Grant Income                       |                      |           | 49,000             |         |             |           | -0-      |        
|                                                        | Grant Expense                      |                      |           | (24,157            | )       |             |           | -0-      |        
|                                                        | Interest Expense                   |                      |           | (24,454            | )       |             |           | (29,771  | )      
|                                                        | Other Expenses                     |                      |           | (110               | )       |             |           | (110,752 | )      
|                                                        |                                    |                      |           |                    |         |             |           |         
|                                                        |                                    |                      | 279       |                    |         |             | (140,523  | )       
|                                                        |                                    |                      |           |                    |         |             |           |         
|                                                        | Loss before Taxes                  |                      |           | (90,272            | )       |             |           | (291,742 | )      
|                                                        | Income Taxes                       |                      |           | 0                  |         |             |           | 0        |        
|                                                        |                                    |                      |           |                    |         |             |           |         
|                                                        | NET LOSS                           |                      | $         | (90,272            | )       |             | $         | (291,742 | )      
|                                                        |                                    |                      |           |                    |         |             |           |         
|                                                        | Net Loss available
to Share Owners |                      | $         | (90,272            | )       |             | $         | (291,742 | )      
|                                                        |                                    |                      |           |                    |         |             |           |         
|                                                        | Net Loss per Share                 |                      | $         | (.01               | )       |             | $         | (.05     | )      
|                                                        |                                    |                      |           |                    |         |             |           |         
|Dividends per Share                                     |                                    | $                    | -0-       |                    |         | $           | -0-       |         
|                                                        |                                    |                      |           |                    |         |             |           |         
|Weighted average Shares
Outstanding  Basic
And Diluted |                                    |                      | 6,663,152 |                    |         |             | 6,130,891 |         
|                                                        |                                    |                      |           |                    |         |             |           |         

See Notes to Condensed Consolidated Financial Statements.

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BIO-LOK INTERNATIONAL INC. AND SUBSIDIARIES




Condensed Consolidated Balance Sheets


|             |                                       |                                                                                    |                                                   |           |             |           |             |           |           |           | 
|------------ | ------------------------------------- | ---------------------------------------------------------------------------------- | ------------------------------------------------- | --------- | ----------- | --------- | ----------- | --------- | --------- | --------- | 
|             |                                       |                                                                                    |                                                   |           | January 31, |           | October 31,
|             |                                       |                                                                                    |                                                   |           | 2003        |           | 2002       
|             |                                       |                                                                                    |                                                   |           |             |           |            
|             |                                       |                                                                                    |                                                   |           | (unaudited) |           |             |           |          
|             |                                       | ASSETS                                                                             |                                                   |           |             |           |             |           |           |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | Current Assets                        |                                                                                    |                                                   |           |             |           |             |           |          
|             |                                       |                                                                                    | Cash                                              |           | $           | 56,165    |             |           | $         | 23,500    | 
|             |                                       |                                                                                    | Accounts Receivable (Net
of Allowance of $66,802) |           |             | 954,039   |             |           |           | 767,450   | 
|             |                                       |                                                                                    | Inventory                                         |           |             | 1,644,513 |             |           |           | 1,677,839 | 
|             |                                       |                                                                                    | Other Current Assets                              |           |             | 31,313    |             |           |           | 41,475    | 
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | Total Current Assets                  |                                                                                    |                                                   | 2,686,030 |             |           |             | 2,510,264 |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | Net Machinery & Equipment             |                                                                                    |                                                   | 1,218,408 |             |           |             | 1,233,934 |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|Other Assets
|             |                                       |                                                                                    | Patents                                           |           |             | 54,130    |             |           |           | 45,960    | 
|             |                                       |                                                                                    | Accounts Rec                                      |           |             | 30,170    |             |           |           | 40,455    | 
|             |                                       |                                                                                    | Inventory                                         |           |             | 228,024   |             |           |           | 241,094   | 
|             |                                       |                                                                                    | Other Assets and Deposits                         |           |             | 13,777    |             |           |           | 18,402    | 
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | Total Other Assets                    |                                                                                    |                                                   | 326,101   |             |           |             | 345,911   |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | TOTAL ASSETS                          |                                                                                    | $                                                 | 4,230,539 |             |           | $           | 4,090,109 |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | LIABILITIES & EQUITY                  |                                                                                    |                                                   |           |             |           |             |           |          
|             | Current Liabilities                   |                                                                                    |                                                   |           |             |           |             |           |          
|             |                                       |                                                                                    | Revolving Loans payable                           |           | $           | 1,249,000 |             |           | $         | 1,250,000 | 
|             |                                       |                                                                                    | Cash Overdraft                                    |           |             | 52,307    |             |           |           | -0-       | 
|             |                                       |                                                                                    | Notes & Loans payable  current                   |           |             | 334,409   |             |           |           | 346,007   | 
|             |                                       |                                                                                    | Capital lease  current                           |           |             | 62,777    |             |           |           | 62,199    | 
|             |                                       |                                                                                    | Accounts Payable                                  |           |             | 308,308   |             |           |           | 214,966   | 
|             |                                       |                                                                                    | Accrued expenses and other
Payables               |           |             | 357,378   |             |           |           | 238,419   | 
|             |                                       |                                                                                    | Due to stockholders                               |           |             | 4,165     |             |           |           | 10,193    | 
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | Total Current Liabilities             |                                                                                    |                                                   | 2,368,344 |             |           |             | 2,121,784 |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | Long-Term Liabilities                 |                                                                                    |                                                   |           |             |           |             |           |          
|             |                                       |                                                                                    | Notes & Loans payable-noncurrent                  |           |             | 231,250   |             |           |           | 231,250   | 
|             |                                       |                                                                                    | Capital leases-noncurrent                         |           |             | 97,742    |             |           |           | 113,600   | 
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | Total Long-Term Liabilities           |                                                                                    |                                                   | 328,992   |             |           |             | 344,850   |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | Total Liabilities                     |                                                                                    |                                                   | 2,697,336 |             |           |             | 2,466,634 |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | STOCKHOLDERS EQUITY                  |                                                                                    |                                                   |           |             |           |             |           |          
|             |                                       | Preferred Stock  authorized
500,000 par value $.75;                               |                                                   |           | -0-         |           |             |           | -0-       |          
|             |                                       | Common Stock  authorized
20,000,000, par value $.01;
outstanding 6,663,152 shares |                                                   |           | 66,632      |           |             |           | 66,632    |          
|             | Treasury Stock (17,327 common
shares) |                                                                                    |                                                   | (7,277    | )           |           |             | (7,277    | )        
|             |                                       | Paid-in Capital                                                                    |                                                   |           | 2,380,330   |           |             |           | 2,380,330 |          
|             |                                       | Retained Earnings                                                                  |                                                   |           | (906,482    | )         |             |           | (816,210  | )        
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | Total Equity                          |                                                                                    |                                                   | 1,533,203 |             |           |             | 1,623,475 |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          
|             | TOTAL LIABILITIES & EQUITY            |                                                                                    | $                                                 | 4,230,539 |             |           | $           | 4,090,109 |          
|             |                                       |                                                                                    |                                                   |           |             |           |             |          

See Notes to Condensed Consolidated Financial Statements.

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BIO-LOK INTERNATIONAL INC. AND SUBSIDIARIES




Condensed Consolidated Statements of Cash Flows


|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |          |          |         | 
|------------------------------- | ------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------------------------------ | ------- | ------------------ | ------ | ----------- | -------- | -------- | ------- | 
|                                |                                                                     |                                                                                           |                                      |         | Three Months Ended
|                                |                                                                     |                                                                                           |                                      |         | January 31,       
|                                |                                                                     |                                                                                           |                                      |         |                   
|                                |                                                                     |                                                                                           |                                      |         | 2003               |        | 2002       
|                                |                                                                     |                                                                                           |                                      |         |                    |        |            
|                                |                                                                     |                                                                                           |                                      |         | (unaudited)        |        | (unaudited)
|OPERATING ACTIVITIES:           |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                | Net Loss                                                            |                                                                                           | $                                    | (90,272 | )                  |        | $           | (291,742 | )       
|                                |                                                                     | Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities: |                                      |         |                    |        |             |          |          |        
|                                |                                                                     |                                                                                           | Provision for doubtful accounts      |         |                    | 329    |             |          |          | -0-     | 
|                                |                                                                     |                                                                                           | Depreciation and amortization        |         |                    | 36,272 |             |          |          | 33,445  | 
|                                |                                                                     |                                                                                           | Issuance of common stock for service |         |                    | -0-    |             |          |          | 85,600  | 
|                                | Change in Current assets & liabilities:                             |                                                                                           |                                      |         |                    |        |             |          |         
|                                |                                                                     | (Incr.) decr. in accts. rec                                                               |                                      |         | (176,633           | )      |             |          | 121,934  |        
|                                |                                                                     | (Incr.) decr. in inventories                                                              |                                      |         | 46,396             |        |             |          | (201,126 | )      
|                                |                                                                     | (Incr.) decr. in prepaid & other
current assets                                           |                                      |         | 10,162             |        |             |          | (23,809  | )      
|                                |                                                                     | (Incr.) decr. in deposits & other assets                                                  |                                      |         | 4,624              |        |             |          | 1,300    |        
|                                |                                                                     | Incr. (decr.) in A/P & Accr. exp                                                          |                                      |         | 212,302            |        |             |          | (95,967  | )      
|                                |                                                                     | Due to stockholders                                                                       |                                      |         | (6,028             | )      |             |          | -0-      |        
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                | Net Cash provided by (used in) Operating
Activities                 |                                                                                           |                                      | 37,152  |                    |        |             | (370,365 | )       
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|INVESTING ACTIVITIES:           |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                | Cash received from insurance settlement                             |                                                                                           |                                      | -0-     |                    |        |             | 338,442  |         
|                                | Investment in patents                                               |                                                                                           |                                      | (9,156  | )                  |        |             | -0-      |         
|                                | Property, Plant & Equipment                                         |                                                                                           |                                      | (19,760 | )                  |        |             | (174,137 | )       
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                | Net Cash provided by (used in) Investing
Activities                 |                                                                                           |                                      | (28,916 | )                  |        |             | 164,305  |         
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|FINANCING ACTIVITIES:           |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                | Increase in cash provided by
Checks drawn in excess of bank balance |                                                                                           |                                      | 52,307  |                    |        |             | -0-      |         
|                                | Net proceeds  revolving loan                                       |                                                                                           |                                      | (1,000  | )                  |        |             | 209,122  |         
|                                | Net change in Capital leases                                        |                                                                                           |                                      | (15,280 | )                  |        |             | 261,897  |         
|                                | Payment on noted payable                                            |                                                                                           |                                      | (11,598 | )                  |        |             | (40,309  | )       
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                | Net Cash provided by (used in) Financing
Activities                 |                                                                                           |                                      | 24,429  |                    |        |             | 430,710  |         
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|NET INCREASE (DECREASE) IN CASH |                                                                     | $                                                                                         | 32,665                               |         |                    | $      | 224,650     |         
|                                |                                                                     |                                                                                           | Cash  Beginning of Period           |         |                    | 23,500 |             |          |          | 55,326  | 
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                |                                                                     |                                                                                           | Cash  End of Period                 |         | $                  | 56,165 |             |          | $        | 279,976 | 
|                                |                                                                     |                                                                                           |                                      |         |                    |        |             |         
|                                |                                                                     |                                                                                           | Interest Paid                        |         | $                  | 24,454 |             |          | $        | 29,771  | 
|                                |                                                                     |                                                                                           | Income Taxes Paid                    |         | $                  | -0-    |             |          | $        | -0-     | 

See Notes to Condensed Consolidated Financial Statements.

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BIO-LOK INTERNATIONAL INC. AND SUBSIDIARIES




Notes to Condensed Consolidated Financial Statements


(Unaudited)


Note A  Basis of Presentation

The financial statements represent the activities of all the
accounts of a consolidated Bio-Lok International Inc. (Bio-Lok).
The consolidated results include the activities of Orthogen
Corporation a research and development company; Micro-Lok Mexico,
Bio-Lok Chile and Bio-Lok Australia established as sales and
marketing entities. All inter-company balances and transactions
have been eliminated in consolidation.

The accompanying condensed consolidated financial statements are
unaudited and have been prepared by the Company in accordance with
the rules and regulations of the Securities and Exchange Commission
(SEC). Accordingly, certain information and footnote disclosures
usually found in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. The financial statements should be read in conjunction
with the consolidated financial statements and related notes
included in the Companys Form 10-KSB, as filed with the SEC on
February 27, 2003.

The accompanying condensed consolidated financial statements reflect
all adjustments (including normal recurring adjustments) which, in
the opinion of management, are necessary to present fairly the
financial position and results of operations for the interim periods
presented. The results of operations for an interim period are not
necessarily indicative of the results of operations for a full
fiscal year.

Note B  Nature of Business

Bio-Lok is a manufacturer and distributor, both domestically and
internationally, of the Bio-Lok Precision Dental Implant System.
The line consists of a number of select implants (both screw and
cylinder), related prosthetic parts, devices, associated tools, and
irrigated drills and reamers. The Company markets its product line
domestically direct to the end user, internationally via select
distributors and majority owned entities.

Revenues are attributable to the distribution and sale of its
manufactured or purchased for resale products. Products are
distributed directly to clinicians domestically and to distributors
or related companies internationally who in- turn market and sell
the products to clinicians.

Note C  Line of Credit

On November 26, 2001, the Company executed a revolving loan
agreement with CommerceBank, N.A., for a maximum loan amount of
$1,500,000, which was reduced by the bank to $1,250,000. The
Company pledged essentially all of its assets as collateral to
secure the loan arrangement. The interest rate is the prime rate in
effect plus 1.0%. To provide added security for the loan, the
Company also has obtained EximBank credit guarantees on the
Companys international receivables as invoices are issued and
assigned. Currently, the Company has received a commitment letter
to extend the loan to December 31, 2003.

Note D  Net Loss Per Share

The Companys basic and diluted net loss per share amounts have been
computed by dividing net loss by the weighted average number of
outstanding common shares. For the three months ended January 31,
2003 and 2002, the Company reported a net loss and as such, no
common share equivalents were included in the computation of diluted
net loss per share because the effect would have been anti-dilutive.

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Note E  Segment Accounting

Statement of Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information, (SFAS
131) requires that a public business enterprise disclose financial
and other information about its business segments as a part of the
consolidated financial statements.

The Company has only one product line consisting of its Bio-Lok
Precision Dental Implant System, which is sold both domestically
and internationally. It is practical to report by geographic area
net sales only, which has been included within this report for the
quarter. The Company is in the process of developing expense
breakdown by geographic area for use in providing added segment
accounting.

|          |  |                                              |         |                          |  |      |        |      |  |   |         |  |  |   |         | 
|--------- |  | -------------------------------------------- | ------- | ------------------------ |  | ---- | ------ | ---- |  | - | ------- |  |  | - | ------- | 
|          |  | Results of Operation for the                
|          |  | Three Months ended January 31, 2003 and 2002
|          |  |                                             
|          |  | Domestic Operations                          |         | International Operations
|          |  |                                              |         |                         
|          |  | 2003                                         |         | 2002                     |  | 2003 |        | 2002
|          |  |                                              |         |                          |  |      |        |     
|Net Sales |  | $                                            | 216,535 |                          |  | $    | 83,958 |      |  | $ | 739,380 |  |  | $ | 453,522 | 

Note F  Liquidity

During the quarter ended January 31, 2003, the Company incurred a
positive cash flow from operating activities of $37,152 and a net
loss of $90,272 and as of January 31, 2003 had an accumulated
deficit of $906,482, positive working capital of $317,686, and
positive stockholders equity of $1,533,203. As of January 31, 2003,
the Company had $56,165 in cash, $984,209 in net accounts
receivable, and $1,872,537 in inventory. The Company had accounts
payable, accrued expenses and other payables in the aggregate of
$717,993, revolving loans payable of $1,249,000, and notes and loans
payable  current of $334,409 (of which $128,330 relates to debtors
that are unable to be located, under the Chapter XI bankruptcy
settlement dated February 12, 1997).

On February 26, 2003, the Company accepted a commitment letter from
CommerceBank, N.A. to provide two separate line of credit
facilities. Under the first facility, CommerceBank, N.A. committed
to increase its current line of credit under the revolving loan
payable to $2,000,000 from $1,250,000. This line of credit is an
asset based line of credit to finance foreign accounts receivable
and inventory destined for export. The amount available under this
line of credit is subject to a monthly borrowing base, as defined in
the agreement. EximBank US is guaranteeing 90% of the loan. Under
the second facility, CommerceBank, N.A. committed to issue a
revolving line of credit in the amount of $250,000. This line of
credit is an asset based line of credit to finance domestic accounts
receivable. The amount available under this line of credit is
subject to a monthly borrowing base, as defined in the agreement.
The interest rate for both of these facilities will be the Wall
Street Journal Prime Rate plus two percent and is due monthly. The
principal under these lines of credit will be due on demand with an
annual financial review date of December 31, 2003. The collateral
for these facilities will consist of a blanket, first priority UCC-1
lien on all of the Companys assets.

In an effort to increase sales related to the Companys business,
the Company increased its sales force throughout 2002. The increase
in the sales force has improved sales by over 78% for the first
quarter of fiscal year 2003 compared to 2002 and approximately 24%
for the first quarter of fiscal year 2003 (unaudited) compared to
the fourth quarter of fiscal year 2002. Management plans to
continue its efforts to increase sales at a comparable rate for the
rest of fiscal year 2003 while maintaining approximately the same
level of selling and administrative expenses incurred during fiscal
year 2002. The increase in sales for 2002 and the first quarter of
2003 is indicative of the Company recovering from the fire that
occurred during fiscal year 2001

7



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that disrupted operations. During fiscal year 2002, the Company was
able to replenish inventory destroyed in the fire to a level that
has provided the Company the ability to meet its sales demands.
Since substantially all of the Companys manufacturing equipment was
replaced with new equipment that is technologically more efficient
and has increased capacity, the Company has utilized the efficiency
and increased capacity for manufacturing by increasing its sales.
While the sales force was hired during fiscal year 2002, the major
benefits from the sales force did not begin to materialize until the
third and fourth quarters.

Deteriorating global economic conditions may cause prolonged
declines in investor confidence in and accessibility to capital
markets. Deteriorating global economic conditions may make it more
difficult for the Company to secure funding because, during times of
deteriorating global economic conditions, prospective lenders and
investors generally have less funds to lend or invest.

Future financing may not be available on a timely basis, in
sufficient amounts or on terms acceptable to the Company. Future
financing in the form of equity transactions may result in dilution
of equity. Any additional debt financing may contain additional
covenants.

If adequate funds are not available either through operations or
financing arrangements, the Company may be required to delay or
scale back the growth of operations and product and service
development efforts. In addition, there is no guarantee that
current financing arrangements will continue indefinitely.

As reflected in the accompanying financial statements and as of
January 31, 2003, the Company had an accumulative deficit of
$906,482, a net loss from operations of $90,272 and a net cash
inflow from operating activities of $37,152, an improvement over the
comparable period prior year. The improved results are very
positive but if not maintained can impact the ability of the Company
to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Companys ability to
raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

The Company anticipates an increase in sales volume and the raising
of additional capital during 2003. Management believes that actions
presently taken to improve its future operations, increase its sales
volume, and current efforts in increasing the line of credit under
the revolving loan payable to $2,000,000 provide the opportunity for
the Company to continue as a going concern (see Note G).

Note G  Subsequent Event

On February 26, 2003, the Company accepted a commitment letter from
CommerceBank N.A. to increase its line of credit under the revolving
loan payable to $2,000,000 and to provide within the total line an
additional availability line of credit of $250,000 to finance the
Companys domestic accounts receivables. The Company previously
received from EximBank US insurance support guarantees for inventory
and receivables totaling $2,000,000. The new revolving loan is
expected to close and be signed by the end of March 2003.




Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Volume.Net sales (revenues) for the quarter increased by 78% over
the comparable quarter prior year. The increase in sales is
attributable to growth of both the domestic and international
markets. The domestic market increased by 158% and the
international market by 63% over the comparable quarter prior

8



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year. The growth reflects improved market penetration in all areas
generated from an expanded product base and sales effort.

Cost of Goods Sold.Cost of goods sold increased by 266% over the
comparable quarter prior year. Production during the first quarter
prior year was significantly higher than sales at that time because
of (1) the use of new equipment (replaced after the fire in 2001)
that was more efficient, (2) production was running 24 hours a day
in order to replenish stock (that had been sold and/or destroyed
during the period from the fire until the new equipment was received
and put into service) while labor costs remained constant, and (3)
the Company did not recalculate its inventory costing for this brief
period where production was significantly greater than that which was
used to calculate the standard costs of its inventory. Since then,
the Company has adjusted its standard costing based on the new
equipment and current production levels.

Gross Profit.Gross profit for the period increased by 41% over the
comparable quarter prior year, and gross margin percentages declined
from 84% to 66%. The decreased is a direct result of the increase in
cost of goods sold and detailed above.

Selling Expenses.Selling expenses continues to reflect an increase
over the comparable quarter prior year due to continued sales
increases and reflected an 18% increase over the comparable quarter
prior year. The increase is expected to continue in the future and
is primarily attributed to increased market presence and promotional
activities instituted.

Administrative & General Expenses.Administrative and general
expenses increased by 23% over the comparable quarter prior year,
but represented a lower percent of net sales over the comparable
period prior year. These increased expenses are attributable to the
continued domestic market development, substantial increase in
insurance costs, and marketing and advertising literature
development.

Operating Income.Results from operations totaled a loss of $90,551
compared to a loss of $151,219 for the same quarter prior year or an
improvement of 40%. The improved results are a direct result of
increased revenues and cost controls in place. The losses are
anticipated to be mitigated by the end of the second fiscal quarter
2003 as sales efforts continue to generate increased revenues with
existing marketing and operating staff.

Other Income/Expenses.Overall other income and expenses decreased
almost 100% due to no stock costs having been incurred for financing
activities in the quarter. For the quarter the net grant activity
(income net of expenses) was positive, was realized for grants
received for specific research being completed, and any gain is
limited to administration costs with the remaining funds being
utilized for future costs to be incurred. Interest expense
decreased by 18% over the comparable quarter prior year, and was a
result of lower interest rates.

Net Loss.Net loss for the quarter was a loss of $90,272 compared to
a loss of $291,742 for the comparable quarter prior year or a 69%
improvement. The improved results are due to the continued gain in
sales and expense controls initiated.

LIQUIDITY AND CAPITAL RESOURCES

On November 26, 2001, the Company replaced its $500,000 asset-based
credit facility with a working capital line of credit of $1,500,000
from CommerceBank N.A. (hereinafter CB) at an interest rate 1%
above the Prime Rate. On September 23, 2002, the lender temporarily
capped the working capital line of credit at $1,250,000. This new
facility is secured by substantially all of

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the Companys assets. The above credit agreement contains certain
affirmative, negative and financial covenants that, among others,
specify maintenance of current ratios, maintenance of debt to
tangible net worth coverage ratios, EBITA, DSCR and debt service
coverage. As of October 31, 2002, the Company was not in compliance
with one of the lenders covenants and had received a waiver through
January 31, 2003.

On February 26, 2003, the Company accepted a new commitment letter
from CB. Under the facility, CB commits to increase its current
line of credit under the revolving loan payable to $2,000,000 from
$1,250,000. This line of credit is an asset based line of credit to
finance foreign accounts receivable and inventory destined for
export. The amount available under this line of credit is subject
to a monthly borrowing base, as defined in the agreement. EximBank
US is guaranteeing 90% of the loan. Additionally, a revolving line
of credit in the amount of $250,000 (a separate facility under the
$2,000,000 line) for domestic receivables was provided and is
available as long as the credit line on the international
receivables and inventory does not exceed 1,750,000. The second
line of credit provides the Company added availability so long as
the primary line is not fully utilized. The amount available under
this line of credit is subject to a monthly borrowing base, as
defined in the agreement. The interest rate for both of these
facilities will be the Wall Street Journal Prime Rate plus two
percent and is due monthly. The principal under these lines of
credit will be due on demand with an annual financial review date of
December 31, 2003.

Under the new line of credit, the Company will immediately have an
added $300,000 above the line available and $750,000 maximum if the
new line is fully utilized. The new line provides the Company
sufficient working capital to meet its budget. Additionally, the
Company has in the short-run no need for new or added machinery and
its manufacturing capacity is sufficient to meet its objectives for
the fiscal year.

In an effort to increase sales, the Company has increased its sales
force throughout 2002. The increase in the sales force has improved
sales for the first quarter 2003 over the comparable period prior
year by 78%.

Management plans to continue its efforts to increase sales at a
comparable rate for the rest of fiscal year 2003 while maintaining
the same level of selling and administrative expenses incurred
during fiscal year 2002.

Future financing may not be available on a timely basis, in
sufficient amounts or on terms acceptable to the Company. Future
financing in the form of equity transactions may result in dilution
of equity. Any additional debt financing may contain additional
covenants.

If adequate funds are not available either through operations or
financing arrangements, the Company may be required to delay or
scale back the growth of operations and product and service
development efforts. In addition, there is no guarantee that
current financing arrangements will continue indefinitely.

The Company anticipates having adequate capital and liquidity for
the next 12 months. The Company had no material capital expenditure
commitments at January 31, 2003.

OUTLOOK

Net income objectives for the first quarter 2003 resulted in a lower
than budgeted loss and management expects to be at break-even by the
second quarter 2003 and profitable thereafter. Additionally, the
introduction of the state-of-the-art Laser-Lok Implant is expected
to dramatically increase the Companys recognition, market presence
and growth potential.

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The Company will bring to market new products throughout the year.
New products are expected to provide enhanced market penetration.

FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-QSB are forward-looking
statements as defined in the Private Securities Litigation Reform
Act of 1995. Such statements imply continued financial improvement
of the Company by its management. The Company wishes to caution
readers not to place undue reliance on any such forward-looking
statements, which speak as of the date made, and to advise readers
that various factors, including regional and national economic
conditions, substantial changes in levels of market interest rates,
credit and other risks of manufacturing, distributing or marketing
activities, and competitive and regulatory factors could affect the
Companys financial performance and could cause the Companys actual
results for future periods to differ materially from those
anticipated by any forward-looking statements.

The Company does not undertake and specifically disclaims any
obligation to update any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances
after the date of such statements.




Item 3. Controls and Procedures

The Company, with the Audit Committee, has established and in-place
procedures for (1) the receipt, retention, and treatment of
complaints received regarding accounting, internal accounting
controls, or auditing matters; and (2) the confidential, anonymous
submission by employees of concerns regarding questionable
accounting or auditing matters.

Management Assessment of Internal Controls.It is managements
responsibility to establish and maintain an adequate control
structure and procedures for financial reporting. Management
believes that its internal control structures and procedures for
financial reporting as of the end of the most recent quarter and
fiscal year are sufficient to meet all of the obligations of the
financial reporting process required of it by the Security Exchange
Act of 1934.

Disclosure Controls and Procedures.The Company maintains controls
and procedures designed to ensure that it is able to collect the
information it is required to disclose in the reports it files with
the SEC, and to process, summarize and disclose this information
within the time periods specified in the rules of the SEC. The
Chief Executive and Chief Financial Officers believe that these
procedures are effective to ensure that the Company is able to
collect, process and disclose the information it is required to
disclose in the reports it files with the SEC within the required
time periods.

Internal Controls.The Company maintains a system of internal
controls designed to provide reasonable assurance that transactions
are executed in accordance with managements general or specific
authorization and that transactions are recorded as necessary (1) to
permit preparation of financial statements in conformity with
generally accepted accounting principles, and (2) to maintain
accountability for assets; access to assets is permitted only in
accordance with managements general or specific authorization; and
the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with
respect to any difference.

Since the date of the most recent evaluation of the Companys
internal controls by the Chief Executive and Chief Financial
Officers, there have been no significant changes in such controls or
in other factors that could have significantly affected those
controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.

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PART II.




Item 6. Exhibits, List and Reports on Form 8-K

(a)  Exhibits

|          |  |                                                                                                
|--------- |  | -----------------------------------------------------------------------------------------------
|Exhibit # |  | Description                                                                                    
|          |  |                                                                                                
|3.1       |  | Articles of Incorporation *                                                                    
|          |  |                                                                                                
|3.2       |  | By-Laws *                                                                                      
|          |  |                                                                                                
|          |  | Amendment to By-Laws *                                                                         
|          |  |                                                                                                
|5         |  | Opinion re legality *                                                                          
|          |  |                                                                                                
|21        |  | Subsidiaries of Registrant included in the
Consolidated Financial Statements of
the Issuer are:

| |  |                              |  |                | 
| |  | ---------------------------- |  | -------------- | 
| |  |                              |  | Incorporation 
| |  | Name of entity               |  | State or Cntry
| |  |                              |  |               
| |  | Orthogen Corporation         |  | New Jersey    
| |  | Micro-Lok Mexico S.A.CE C.V. |  | Mexico DF     
| |  | Bio-Lok Chile S.A.           |  | Chile         
| |  | Bio-Lok Intl. Pty. Inc.     |  | Australia     



---

|* |  | Filed previously
|- |  | ----------------

(b)  Reports on Form 8-K -NONE-
12Table of Contents
SIGNATURESIn accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                     |  |                                        
|-------------------- |  | ---------------------------------------
|                     |  | BIO-LOK INTERNATIONAL INC. (Registrant)
|                     |  |                                        
|                     |  |                                        
|                     |  |                                        
|Date: March 22, 2003 |  | By /s/ Bruce L. Hollander              
|                     |  |                                        
|                     |  | Bruce L. Hollander, President          

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated per the
final audit report issued by accountants.

|                                          |  |                                           |  |                     
|----------------------------------------- |  | ----------------------------------------- |  | --------------------
|Signature                                 |  | Title                                     |  |                     
|                                          |  |                                           |  |                     
|/s/ Bruce L. Hollander

Bruce L Hollander |  | President, CEO and Director               |  | Date: March 22, 2003
|                                          |  |                                           |  |                     
|/s/ Ingo K. Kozak

Ingo K. Kozak          |  | VP  Finance, CFO, Secretary and Director |  | Date: March 22, 2003

13



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CERTIFICATIONS

I, Bruce L. Hollander the President and CEO, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Bio-Lok
International Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, nor misleading with respect to
the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly, fairly present in all material
respects the financial condition, results of operations and cash flow
of the registrant as of, and for, the periods presented in this
quarterly report;

4.     The registrants other certifying officer and I are responsible for
the establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
have;



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and

6.     The registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regards to significant
deficiencies and material weaknesses.

|                     |  |                                         
|-------------------- |  | ----------------------------------------
|Date: March 22, 2003 |  | /s/ Bruce L. Hollander , President & CEO
|                     |  |                                         
|                     |  | Signature and Title                     

14



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##### Table of Contents






CERTIFICATIONS

I, Ingo K. Kozak the Vice President Finance & Administration and CFO,
certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Bio-Lok
International Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, nor misleading with respect to
the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly, fairly present in all material
respects the financial condition, results of operations and cash flow
of the registrant as of, and for, the periods presented in this
quarterly report;

4.     The registrants other certifying officer and I are responsible for
the establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
have;



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and

6.     The registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regards to significant
deficiencies and material weaknesses.

|                     |  |                                         
|-------------------- |  | ----------------------------------------
|Date: March 22, 2003 |  | /s/ Ingo K. Kozak , VP  Finance and CFO
|                     |  |                                         
|                     |  | Signature and Title                     

15