**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  **April
        30, 2006**
 
 [
        ]  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 of
              (IRS
                  Employerincorporation
                  or organization)
              Identification
                  No.)**368
                  S. Military Trail, Deerfield Beach, Florida**
              **33442**(Address
                  of principal executive offices)
              (Zip
                  Code)**Registrant's
                  telephone number, including area code:**
              **(954)
                  698-9998**
 
 ----------------------------
 
 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
        April 30, 2006, the Registrant had 15,318,337 Common Stock shares outstanding,
        at a par value $.01 per share.
 
 
 **TABLE
        OF CONTENT**
  
 **PART
                  I**Item
                  1.
              Financial
                  Statements
              3Condensed
                  Consolidated Statement of Operations for the three and six
                  months****ended
                  April 30, 2006 and 2005 (unaudited)Condensed
                  Consolidated Balance Sheets as of April 30, 2006 (unaudited) and
                  October
                  31, 2005Condensed
                  Consolidated Statements of Cash Flows for six monthsended
                  April 30, 2006 and 2005 (unaudited)Notes
                  to Condensed Consolidated Financial StatementsItem
                  2.
              Management’s
                  Discussion and Analysis of Financial Results of Operationsand
                  Financial Condition
              9Item
                  3.
              Controls
                  and Procedures
              12**PART
                  II**Item
                  2.
              Changes
                  in Securities
              13Item
                  6.
              Exhibits,
                  List and Reports on Form 8-K
              14Signatures
              
              14Certification
                  -
              PRESIDENT
                  & CEO CERTIFICATION SECTION 302
              15Certification
                  -
              VP-FINANCE
                  & CFO CERTIFICATION SECTION 302
              16Certification
                  -
              CEO
                  CERTIFICATION PUSUANT SECTION 906
              17Certification
                  -
              CFO
                  CERTIFICATION PUSUANT SECTION 906
              18
 
 2
 **PART
          I**
 
 **Item
          1.**  **Financial
          Statements**
 
 
 **BIO-LOK
          INTERNATIONAL INC. and SUBSIDIARIES**
 **Condensed
          Consolidated Statement of Operations**
 **(Unaudited)**
 
 
 Three
                    Months Ended
                  April
                    30,
                
                Six
                    Months Ended
                  April
                    30,2006
                
                2005
                    *
                
                2006
                
                2005
                    ***Net
                    Sales**
                
                $
                2,309,635
                
                $
                1,734,691
                
                $
                4,289,451
                
                $
                3,284,364Cost
                    of Goods Sold
                
                
                643,005
                
                
                551,616
                
                
                1,271,950
                
                
                1,058,823**GROSS
                    PROFIT**
                
                
                1,666,630
                
                
                1,183,075
                
                
                3,017,501
                
                
                2,225,541Selling
                
                
                1,097,881
                
                
                410,067
                
                
                1,956,422
                
                
                852,615Admin.
                    & General Exp.
                
                
                633,730
                
                
                768,361
                
                
                1,330,054
                
                
                1,231,945Research
                    & Development exp.
                
                
                70,729
                
                
                85,500
                
                
                202,916
                
                
                190,0801,802,340
                
                
                1,263,928
                
                
                3,489,392
                
                
                2,274,640**Operating
                    Income (Loss)**
                
                
                (135,710
                )
                
                (80,853
                )
                
                (471,891
                )
                
                (49,099
                )Other
                    Income
                
                
                49
                
                
                -0-
                
                
                49
                
                
                -0-Gain
                    on involuntary conversion
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                105,841Foreign
                    Currency gain or (loss)
                
                
                595
                
                
                -0-
                
                
                595
                
                
                -0-Interest
                    Expense
                
                
                (39,684
                )
                
                (44,919
                )
                
                (64,477
                )
                
                (90,788
                )Other
                    Expenses
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                (144
                )(39,040
                )
                
                (44,919
                )
                
                (63,833
                )
                
                14,909Income
                    (Loss) before Taxes
                
                
                (174,750
                )
                
                (125,772
                )
                
                (535,724
                )
                
                (34,190
                )Income
                    Taxes
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-**NET
                    INCOME (LOSS)**
                
                $
                (174,750
                )
                $
                (125,772
                )
                $
                (535,724
                )
                $
                (34,190
                )Net
                    Income (Loss) perCommon
                    Share
                
                $
                (.01
                )
                $
                (.01
                )
                $
                (.03
                )
                $
                (.00
                )Diluted
                    Net Income perCommon
                    Share
                
                $
                (.01
                )
                $
                (.01
                )
                $
                (.03
                )
                $
                (.00
                )Average
                    Common SharesOutstanding
                
                
                15,318,337
                
                
                12,612,956
                
                
                15,318,337
                
                
                9,937,009Diluted
                    Average CommonShares
                    outstanding
                
                
                15,318,337
                
                
                12,612,956
                
                
                15,318,337
                
                
                9,937,009
  *  Prior
            year’s data has been adjusted to conform to current year presentation basis
            due
            to the break-out of Research & Development expenses as a separate line
            item.
  See
            Notes to Condensed Consolidated Financial
            Statements.
  3
 
 **BIO-LOK
            INTERNATIONAL INC. and SUBSIDIARIES**
 **Condensed
            Consolidated Balance Sheets**
  April
                      30,
                    2006
                  
                  October
                      31,
                    2005(unaudited)
                  
                  (Note)**ASSETS**Current
                      AssetsCash
                  
                  $
                  254,892
                  
                  $
                  545,762Accounts
                      Receivable (Net of Allowanceof
                      $129,228 and $104,647)
                  
                  
                  2,750,941
                  
                  
                  2,237,511Inventory
                  
                  
                  2,595,070
                  
                  
                  2,278,993Other
                      Current Assets
                  
                  
                  555,823
                  
                  
                  407,443Total
                      Current Assets
                  
                  
                  6,156,726
                  
                  
                  5,469,709Net
                      Property, plant & equipment
                  
                  
                  1,622,652
                  
                  
                  1,581,507Other
                      AssetsPatents
                      & related costs, net
                  
                  
                  313,959
                  
                  
                  277,812Inventory
                  
                  
                  239,385
                  
                  
                  267,194Other
                      Assets and Deposits
                  
                  
                  35,089
                  
                  
                  34,249588,433
                  
                  
                  579,255**TOTAL
                      ASSETS**
                  
                  $
                  8,367,812
                  
                  $
                  7,630,471**LIABILITIES
                      & EQUITY**Current
                      LiabilitiesRevolving
                      Loan payable
                  
                  $
                  1,816,000
                  
                  $
                  592,000Notes
                      & Loans payable
                  
                  
                  73,716
                  
                  
                  103,584Capital
                      Leases - current
                  
                  
                  99,095
                  
                  
                  71,655Accounts
                      Payable
                  
                  
                  302,167
                  
                  
                  259,800Accrued
                      expenses
                  
                  
                  286,530
                  
                  
                  286,913Total
                      Current Liabilities
                  
                  
                  2,577,507
                  
                  
                  1,313,952Long-Term
                      LiabilitiesCapital
                      Leases
                  
                  
                  239,690
                  
                  
                  208,594Notes
                      and loans payable
                  
                  
                  91,889
                  
                  
                  113,475Total
                      Long-Term Liabilities
                  
                  
                  331,579
                  
                  
                  322,069Total
                      Liabilities
                  
                  
                  2,909,086
                  
                  
                  1,636,021**STOCKHOLDERS’
                      EQUITY**Preferred
                      Stock - authorized500,000
                      par value $.75;
                  
                  
                  -0-
                  
                  
                  -0-Common
                      Stock - authorized20,000,000,
                      par value $.01;outstanding
                      15,318,338, and15,318,338
                      shares;
                  
                  
                  153,183
                  
                  
                  153,183Treasury
                      Stock (17,327 commonShares),
                      at cost
                  
                  
                  (7,277
                  )
                  
                  (7,277
                  )Paid-in
                      Capital
                  
                  
                  6,681,575
                  
                  
                  6,681,574Retained
                      Earnings
                  
                  
                  (1,368,755
                  )
                  
                  (833,030
                  )Total
                      Equity
                  
                  
                  5,458,726
                  
                  
                  5,994,450**TOTAL
                      LIABILITIES & EQUITY**
                  
                  $
                  8,367,812
                  
                  $
                  7,630,471
  Note:
            The
            Balance Sheet at October 31, 2005, has been derived from the audited
            financial
            statements at that date; but, does not include all of the information
            and
            footnotes required by generally accepted accounting principals for complete
            financial statements.
 
 
 See
            Notes
            to Condensed Consolidated Financial Statements.
  4




**BIO-LOK
        INTERNATIONAL INC. and SUBSIDIARIES**
 **Condensed
        Consolidated Statements of Cash Flows**
 **(Unaudited)**
 
 Six
                  Months Ended
                April
                  30,2006
              
              2005**OPERATING
                  ACTIVITIES:**Net
                  Income (Loss)
              
              $
              (535,725
              )
              $
              (34,190
              )Adjustments
                  to reconcile net income (loss)to
                  net cash provided by (used in) operatingactivities:Depreciation
                  & amortization
              
              
              158,352
              
              
              114,749Provision
                  for uncollectible accounts
              
              
              24,581
              
              
              15,605Issuance
                  of Common Stock for service
              
              
              -0-
              
              
              539,589Options
                  expense (amortization)
              
              
              -0-
              
              
              50,476Change
                  in Current assets & liabilities:(Incr.)
                  decr. in accts. rec.
              
              
              (538,011
              )
              
              (533,035
              )(Incr.)
                  decr. in inventories
              
              
              (288,271
              )
              
              (150,780
              )(Incr.)
                  decr. in Other current assets
              
              
              (148,377
              )
              
              (61,187
              )(Incr.)
                  decr. in deposits & other assets
              
              
              (839
              )
              
              3,000Incr.
                  (decr.) in A/P & Accr. exp.
              
              
              41,983
              
              
              (31,964
              )Net
                  Cash provided by (used in) OperatingActivities
              
              
              (1,286,307
              )
              
              (87,737
              )**INVESTING
                  ACTIVITIES:**Investment
                  in Patents & related intangibles
              
              
              (50,357
              )
              
              (60,678
              )Insurance
                  Settlement
              
              
              -0-
              
              
              105,841Purchase
                  of Property, plant & equipment
              
              
              (80,287
              )
              
              (123,092
              )Net
                  Cash used in Investing Activities
              
              
              (130,644
              )
              
              (77,929
              )**FINANCING
                  ACTIVITIES:**Net
                  proceeds (payments)-revolving loan payable
              
              
              1,224,000
              
              
              (359,143
              )Proceeds
                  from Stock sale
              
              
              -0-
              
              
              3,447,000Proceeds
                  from exercise of Options
              
              
              -0-
              
              
              4,500Payments
                  on capital leases
              
              
              (46,464
              )
              
              (48,888
              )Payment
                  of notes & loan payable
              
              
              (51,456
              )
              
              (50,629
              )Net
                  Cash provided by Financing Activities
              
              
              1,126,081
              
              
              2,992,840**NET
                  INCREASE IN CASH**
              
              $
              (290,870
              )
              $
              2,827,174Cash
                  - Beginning of Period
              
              
              545,762
              
              
              24,133Cash
                  - End of Period
              
              $
              254,892
              
              $
              2,851,307**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:**Interest
                  Paid
              
              $
              64,477
              
              $
              90,788Income
                  Taxes Paid
              
              $
              -0-
              
              $
              -0-**NON
                  CASH FINANCING AND INVESTING ACTIVITIES:**Note
                  Payable issued for equipment
              
              $
              105,000
              
              $
              162,250Gain
                  on Involuntary conversion of assets
              
              $
              -0-
              
              $
              105,841
  
 See
        Notes
        to Condensed Consolidated Financial Statements.
  5




**BIO-LOK
      INTERNATIONAL INC. AND SUBSIDIARIES**


**Notes
        to Condensed Consolidated Financial Statement**
 **(Unaudited)**
 
 **Note
        A - Basis of Presentation**
 The
        financial statements represent the activities of all the accounts of BioLok
        International Inc. (the “Company” or “BioLok”) and its subsidiaries. The
        consolidated results include the activities of Orthogen Corporation a research
        and development company; and, Micro-Lok Mexico, Bio-Lok Chile and Bio-Lok
        Australia established 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
        balance sheet at October 31, 2005, has been derived from the audited financial
        statements at that date but does not include all of the information and
        footnotes required by generally accepted accounting principals for complete
        financial statements.  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 January 31, 2006.
 
 The
        accompanying condensed consolidated financial statements reflect all adjustments
        (consisting of 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 - Recent Accounting Statements**
 The
        Company adopted SFAS No. 123 (revised 2004) under the modified prospective
        application method. Under this application, the Company records stock-based
        compensation expense for all awards granted on or after the date of adoption
        and
        for the portion of previously granted awards that remained unvested at the
        date
        of adoption. Stock-based compensation cost is measured at the grant date,
        based
        on the fair value of the award, and is recognized as expenses over the period
        during which the employee is required to provide service in exchange for
        the
        award.
 
 **Note
        C - Nature of Business**
 BioLok
        is
        a manufacturer and distributor, domestically and internationally, of the **BioLok
        Precision Dental Implant System.** The line
        consists of a number of select screw implants, 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 and are recognized when products are shipped.
 
 **Note
        D - Line of Credit**
 On
        March
        26, 2003, the Company executed a new revolving loan agreement with CommerceBank,
        N.A., for a maximum loan amount of $2,000,000. The Company pledged substantially
        all of its assets as collateral to secure the loan arrangement. The interest
        rate is the prime rate in effect plus 2%. To provide added security for the
        loan, the Company also has obtained EximBank credit guarantees on the Company’s
        inventory allocated for international sales and qualified international
        receivables as invoices are issued and assigned. The principal under the
        line of
        credit is due on demand with an annual financial review date of December
        31.
 
 On
        December 30, 2004, the Company entered into an extension to December 31,
        2005,
        of its current CommerceBank N.A. and EximBank US insurance guarantee for
        international inventory and receivables totaling $2,500,000 up from
        $2,000,000, a separate domestic receivables credit line totaling $250,000,
        and the continuation of its existing term debt agreement entered into in
        2001.
        The Company pledged substantially all of its assets as collateral to secure
        the
        loan arrangement and the international revolving loan is in turn 90% guaranteed
        by EximBank. The interest rate is at the prime rate in effect plus 1.0% with
        the
        domestic revolving loan at 2.0%. The Company’s revolving credit line with
        CommerceBank N.A. has been extended to June 30, 2006, by both the Bank and
        EximBank US to permit EximBank US to complete their review and documentation
        for
        extending the line of credit of $2,750,000, as requested by the Company,
        to
        December 31, 2006.
 
 6
 **Note
        E - Net Income (Loss) Per Share**
 The
        Company’s basic and diluted net income (loss) per share amounts have been
        computed by dividing the results by the weighted average number of outstanding
        common shares. For the three months ended April 30, 2006 and 2005, the Company
        reported a net loss therefore no common shares equivalent were included in
        diluted net loss per common share because the effect would be anti-dilutive.
 
 **Note
        F - 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 only to report net sales by geographic area, which has been included
        within this report for the quarter and year to date.
  Three
                    Months Ended
                  April
                    30,
                
                Six
                    Months Ended
                  April
                    30,2006
                
                2005
                
                2006
                
                2005
                    .Net
                    Sales - International
                
                $
                1,654,768
                
                $
                1,321,106
                
                $
                3,114,031
                
                $
                2,427,320Domestic
                
                
                654,867
                
                
                413,585
                
                
                1,175,420
                
                
                857,044Total
                    Net Sales
                
                $
                2,309,635
                
                $
                1,734,691
                
                $
                4,289,451
                
                $
                3,284,364
  **Note
        G - Shipping and Handling**
 Amounts
        billed to customers for shipping and handling expenses are included in revenue
        at the time the related product revenue is recognized. The costs incurred
        related to shipping and handling expenses are included in cost of goods
        sold.
 
 **Note
        H - Equity**
 **(A)
        Stock Warrants**  In
        conjunction with the private placement consummated in 2005, the Company issued
        warrants for the purchase of 500,000 shares of common stock at a price of
        $.75
        per share exercisable for a period of five years expiring March 2,
        2010.
  **(B)
        Stock Options**  The
        Company adopted the 2003 Stock Option Plan during its second quarter of fiscal
        year ended 2003. The Company from 2000 to 2003 had issued 2,747,000 stock
        options under the Plan to officers and employees of the Company. As of April
        12,
        2005 the outstanding options where exchanged on a cashless basis for 2,441,792
        shares of common stock. Subsequent to the conversion only the performance
        options detailed below remained outstanding.
 
 During
        the year ended 2003 the Company elected to account for the stock options
        under
        the Financial Accounting Standards Board Statement No. 123, “Accounting for
        Stock-Based Compensation.” During the quarter ended April 30, 2006, the Company
        recognized no expenses since all options outstanding are fully vested by
        March
        2005. During the comparable quarter ending April 30, 2005, the Company
        recognized $28,938 of compensation expenses.
 
 7
  A
        summary
        of the stock options issued as of April 30, 2006, is presented
        below:
 
 Number
                    of
                  Options
                
                Weighted
                    Average Exercise PriceStock
                    Options**Balance
                    at beginning of period**
                
                
                400,000
                
                $
                -Granted
                
                
                -0-
                
                
                -Exercised
                
                
                -0-
                
                
                -Expired
                
                
                -0-
                
                
                -Balance
                    at end of period
                
                
                400,000
                
                $
                -Options
                    exercisable at end of period
                
                
                -0-
                
                $
                -
 
 The
        following table summarizes information about stock options at April 30,
        2006:
 
 Exercise
                  Prices
              
              Number
                Outstanding
                at
                April
                  30,
                2006
              
              Weighted
                Average
                Remaining
                Contractual
                Life
              
              Weighted
                Average
                Exercise
                Price
              
              Number
                Exercisable
                at
                April
                  30,
                2006
              
              Weighted
                Average
                Exercise
                Price$(*)
              
              
              400,000
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
 
 (*)
        Performance based options consisting of 200,000 shares to each of two
        individuals (aggregating 400,000 shares) who sold Orthogen Corporation to
        the
        Company; subsequent to the acquisition one individual became an employee
        and the
        other a consultant.
 
 **Note
        I - Liquidity**
 During
        the quarter ended April 30, 2006, the Company realized a net loss totaling
        $174,750, and for the six months ended April 30, 2006, the Company realized
        a
        net loss totaling $535,725 and realized a reduction of cash flow from operations
        of $1,286,307; the Company had an accumulated deficit of $1,368,755, positive
        working capital of $3,579,219 and positive stockholders’ equity of $5,458,726.
 
 As
        of
        April 30, 2006, the Company had $254,892 in cash, $2,750,941 in net accounts
        receivable, and $2,595,070 in current inventory. The Company had accounts
        payable, accrued expenses and other payables in the aggregate of $588,697,
        revolving loans payable of $1,816,000, and notes and loans payable - current
        and
        capital leases current of $172,811. The Company as of April 30, 2006, had
        a
        total availability of fund against its revolving line of credit totaling
        $934,000.
 
 The
        Company incurred a net loss for the first six months 2006 as a direct result
        of
        sales and marketing increases, which are expected to generate added revenues
        in
        the near future. The ability of the Company to implement its business plan
        is
        dependent on the Company’s ability to hire qualified individuals to meet its
        sales and marketing objectives. With the completion of the private placement
        in
        2005, the Company believes that it has sufficient cash to meet its objectives
        over the following twelve (12) months.
 
 There
        is
        no guarantee that the current financing arrangements will continue indefinitely.
        If adequate funds are not available either through operations or financing
        arrangements, the Company may be required to delay or scale back its growth
        of
        operations, product and service development efforts.
 
 8
 
  **Note
        J - Notes Payable**
 In
        November 2005 the Company entered into a lease agreement for the financing
        of
        two CNC machines for $105,000. The machines were leased over forty eight
        (48)
        months and were acquired to increase manufacturing capacity.
 
 On
        December 31, 2005, the Company’s revolving line of credit with CommerceBank N.A.
        in conjunction with EximBank was extended to April 1, 2006, and as of April
        2006
        the line had been further extended to June 30, 2006,(also see Note D - for
        added
        details).
 
 
 **Item
        2.**  **Management's
        Discussion and Analysis of Financial Condition** **a** **nd
        Results of Operations**
 
 **CRITICAL
        ACCOUNTING ESTIMATES**
 Financial
        Reporting Release No. 60, which was recently released by the U.S. Securities
        and
        Exchange Commission, encourages all companies to include a discussion of
        critical accounting policies or methods used in the preparation of financial
        statements. Our financial statements include a summary of the significant
        accounting policies and methods used in the preparation of our financial
        statements.
 
 Management
        believes the following critical accounting estimates affect the significant
        judgments and estimates used in the preparation of the financial statements.
 
 **Revenue
        Recognition.** Revenues
        are recognized at the time of shipment of the respective merchandise. Revenues
        in the accompanying financial statements for the six months ended April 30,
        2006
        and 2005 are presented net of returns and allowances, sales discounts,
        advertising and promotions. The increase in revenues for the six months ended
        April 30, 2006 was primarily due to increased marketing and sales promotional
        efforts by the Company.
 
 **Use
        of Estimates.** Management's
        discussion and analysis of financial condition and results of operations
        is
        based upon the financial statements having been prepared in accordance with
        accounting principles generally accepted in the United States of America.
        The
        preparation of these financial statements required management to make estimates
        and judgments that affect the reported amounts of assets, liabilities, revenues,
        and expenses, and related disclosure of contingent assets and liabilities.
        On an
        ongoing basis, management evaluates these estimates, including those related
        to
        valuation allowance for the deferred tax asset, estimated useful life of
        fixed
        assets and the carrying value of long-lived assets, intangible assets and
        allowances for sales returns, obsolete and slow moving inventory and reserve
        for
        customer liabilities. Management bases these estimates on historical experience
        and on various other assumptions that are believed to be reasonable under
        the
        circumstances, the results of which form the basis for making judgments about
        the carrying value of assets and liabilities that are not readily apparent
        from
        other sources. Actual results may differ from these estimates under different
        assumptions or conditions.
  **RESULTS
        OF OPERATIONS (3 Months ended April 30, 2006 VS 3 Months ended April 30,
        2005)**
 
 **Volume** The
        net
        sales (revenues) for the quarter increased by 33% over the prior year comparable
        quarter. The domestic market increased by 58% and the international market
        increased by 25% over the comparable prior year quarter. The growth reflects
        improved market penetration both domestically and internationally.
 
 **Cost
        of Goods Sold** As
        a
        percent of sales, cost of goods sold decreased by 17% over the comparable
        prior
        year quarter. Costs incurred in relation to sales activity reflect a change
        due
        to increased and improved manufacturing capacity.
  9
 **Gross
        Profit** Gross
        profit for the period increased by 41% over the prior year comparable quarter;
        gross margin percentages increased for the quarter by four basis points or
        6%.
        Margins are expected to range between 68 to 74% over the next two years due
        to
        the continued effort by management to develop its market presence.
 
 **Selling
        Expenses** Selling
        expenses for the quarter increased by 168% over the prior year comparable
        quarter and are a direct result of an increased sales staff, cost increases
        due
        sales growth and continued marketing and market development.
  **Administrative
        & General Expenses** Administrative
        and general expenses decreased by 18% over the comparable quarter of 2005.
        The
        decreased expenses incurred for the quarter compared to the same quarter
        prior
        year were due to no stock issued for services incurred.
 
 **Research
        & Development Expenses** Research
        and development expenses decreased 17% for the quarter over the comparable
        quarter in 2005. Decreased costs incurred were due to lower ongoing studies
        and
        research completed on existing products for marketing use.
  **Operating
        Income**Net operating income increased
        by 68% compared to the same quarter of 2005. The higher results are directly
        due
        to management's investment in market and sales development and bringing new
        products to market.
 
 **Other
        Income/Expenses** Net
        other
        income and expenses realized for the current quarter compared to the same
        period
        prior year decrease by 13% due to a result of lower borrowings outstanding.
 
 **Net
        Income (Loss)** Net
        loss
        was realized for the quarter of $174,750 compared to a loss of $125,772 for
        the
        three months ended April 30, 2005. The increased loss was primarily due to
        increased marketing development. Losses will continue to be realized as
        management increases the sales and marketing staff to gain market penetration
        both domestically and internationally.
  **RESULTS
        OF OPERATION (6 Months ended April 30, 2006 VS 6 Months ended April 30,
        2005)**
 
 **Volume** Net
        sales
        (revenues) for the six months ended April 30, 2006, increased by 31% over
        the
        comparable prior year period. The increase in sales is attributable to growth
        of
        both the domestic and international markets. The domestic market increased
        by
        37% and the international market by 28% over the comparable 2005 period.
        The
        growth reflects improved market penetration in all areas generated from an
        expanded product base and improved sales effort.
 
 **Cost
        of Goods Sold** Cost
        of
        goods sold for the six months increased by 20% over the comparable prior
        year
        period. The resulting increase is due to increased sales activity in the
        first
        six months of 2006. Increased sales resulted in a decrease in cost of goods
        to
        net sales of 2.0 basis points. Expense increases incurred were for staff,
        rent,
        outside manufacturing processes, material purchases and factory maintenance
        costs.
 
 **Gross
        Profit** Gross
        profit for the six month period increased by 36% over the comparable prior
        year
        period, and the related gross margin percentage increased from 68.0% to 70.0%.
        The increase is a direct result of improved costs of
        manufacturing.
  **Selling
        Expenses** Selling
        expenses for the six months increased by 129% over the comparable prior year
        period. The increase is attributable to higher sales staff expenses, including
        commissions incurred, increased travel expenses and marketing
        costs. Overall, increases are expected in the future and are primarily
        attributed to increased market presence and promotional activities instituted.
 
 10
 **Administrative
        & General Expenses** Administrative
        and general expenses increased by 8% over the comparable prior year six month
        period. The increased expenses are attributed to continual operational support
        of market development, increased staff costs, system requirements, bad debt
        expense allowance to formula, and royalty expenses incurred due to higher
        sales
        realized.
 
 **Research
        & Development Expenses** Research
        and development expenses for the six months increased by 7% over the comparable
        period prior year. The increased costs are attributable to higher costs incurred
        for ongoing studies for marketing use and research for new product development
        and to bring new products to market.
  **Operating
        Income** Results
        from operations for the six months totaled a loss of $471,891 compared to
        a loss
        of $49,099 for the same period prior year. The lower results achieved are
        a
        direct result of increased costs incurred to obtain a higher market share
        and
        marketing expenses incurred for the continued development of the market.
 
 **Other
        Income/Expenses** Overall
        other income and expenses decreased by $63,833 primarily due to insurance
        proceeds realized in 2005 for an involuntary conversion of equipment. Interest
        expense decreased by 29% over the comparable prior year period due to lower
        debt
        outstanding.
 
 **Net
        Income (Loss)** The Company had a n et
        loss
        for the six months of $535,725 compared to a loss for the same period prior
        year
        of $34,190. The reduced results are due to costs incurred in developing
        marketing and sales efforts to realize management’s objectives. Losses are
        expected to continue as staff is hired to expand market penetration both
        domestically and internationally.
  **LIQUIDITY
        and CAPITAL RESOURCES**
 
 The
        Company completed a Private Placement for 5,000,000 shares of common stock
        on
        March 2, 2005, for $3.75, million or $0.75 per share. Costs of this placement
        was $225,000 and the issuance of warrants to purchase 500,000 shares. The
        financing was led by healthcare venture capital firm Radius Ventures with
        other
        accredited institutional and individual investors also participating.
 
 On
        December 31, 2005, the Company obtained an extension to April 1, 2006, and
        subsequently to June 30, 2006, of its current CommerceBank N.A. and EximBank
        US
        insurance guarantee for international inventory and receivables totaling
        $2,500,000 and a separate domestic receivables credit line totaling $250,000.
        The Company has pledged substantially all of its assets as collateral to
        secure
        the loan arrangement and the international revolving loan is in turn 90%
        guaranteed by EximBank. The interest rate is at the prime rate in effect
        plus
        1.0% with the domestic revolving loan remaining at 2.0%.
 
 The
        Company’s current ratio decreased to 2.39 on April 30, 2006, from 3.09 on April
        30, 2005, due to growth. For the six months ended April 30, 2006, the Company’s
        revolving loan payable increased by $1,224,000. This increase was due to
        domestic and international market development and domestic sales staff growth
        initiated by management.
 
 Management
        plans to continue its efforts to increase sales at a comparable or higher
        rate
        for the remainder of fiscal year 2006 with the addition of added distributors
        internationally, continued development of the domestic market, increased
        identification of the “Laser-Lok Implants,” and bringing to market “BoneGen TR.”
 
 11
  If
        needed
        by the Company 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. The
        Company anticipates having adequate capital and liquidity for the next 12
        months
        without the need of additional financing.
  **OUTLOOK**
 
 Net
        loss
        objectives for the six months ended April 30, 2006, resulted in a lower loss
        than budgeted by $368,519 due to lower hiring and marketing expenses incurred.
        Management anticipates staying within plan and to operate at a loss or breakeven
        is expected to continually be realized over the next six to twelve months
        as all
        funds are utilized in growing the business.
 
 Cash
        flow
        for the six months year to date reflected $1.3 million cash used from
        operations, a cash balance of $254,892, credit line availability of $934,000
        and
        overall sales growth of 31%. The net income loss for the first quarter was
        $360,974 and as of the second quarter was reduced to $174,750, a 51% reduction;
        the reduction in the loss was due to the continued Company growth. The Company
        expects a number of new International Distributors to come on line over the
        next
        six (6) months and continued growth of its domestic marketing operation by
        over
        50%.
 
 The
        Company is committed to the continued expansion of its domestic sales staff
        and anticipates to hiring up to four (4) new salespeople by 2006 fiscal year
        end. Additionally, added international markets are and have been developed
        and
        are anticipated to come on-line in the coming months. Distribution agreements
        have been signed for Japan and are anticipated to be closed for Hungary and
        surrounding countries, and Poland. The market potential for the new territories
        will exceed $2 million over the next two years.
 
 Our
        financial condition continues to remain strong. In addition to management’s
        internal objectives the Company is exploring acquisition opportunities providing
        a synergistic product mix to the Company.
  **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.
  **RISK
        FACTORS**
 
 Forward-looking
        statements are based on expectations, forecasts and assumptions by our
        management and involve a number of risks, uncertainties, and other factors
        that
        could cause actual results to differ materially from those stated, including,
        and without limitation:
 
 12
  - decline
        in
        sales due to slowing economic growth, geo-political events or other
        factors;
 - lower-than-anticipated
        market acceptance of new products;
 - increased
        safety, testing and evaluation of US FDA, ISO and other country requirements;
 - changes
        in
        interest rates;
 - higher
        prices
        for or reduced availability of energy and raw materials;
 - inability
        to
        access debt or security markets at reasonable rates or sufficient amounts;
 - higher-than-expected
        credit losses;
 - increased
        price competition for implants and prosthetic parts;
 - market
          acceptance of the Company’s existing and new products
 
 The
        risk
        factors detailed above may not be all inclusive but represent reasonable
        expectations or assumptions made by management in preparing the forward-looking
        statements.
  **Item
        3.**  **Controls
        and Procedures**
 
 **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.
 
  **PART
        II.**
 
 **Item
        1.**  **Legal
        Proceedings**
 
 None
 
 **Item
        2.**  **Unregistered
        Sales of Equity Securities and use of Proceeds**
 
 None
 
 13
 **Item
        3.**  **Defaults
        Upon Senior Securities**
 
 None
 
 **Item
        4.**  **Submission
        of Matters to a Vote of Securities Holders**
 
 None
 
 **Item
        5.**  **Other
        Information**
 
 None
 
 **Item
        6. Exhibits**
  31.1
                
                Certification
                    of Chief Executive Officer pursuant to Rule13a-15(e)
                    or 15d - 15(e) of Securities Exchange Act of 1934,as
                    adopted pursuant to Section 302 of the Sarbanes-Oxley Actof
                    2002.31.2
                
                Certification
                    of EVP-Finance & Administration and CFOpursuant
                    to Rule 13a-15(e) or 15d - 15(e) of SecuritiesExchange
                    Act of 1934, as adopted pursuant to Section 302 ofthe
                    Sarbanes-Oxley Act of 2002.32.1
                
                Certification
                    of Chief Executive Officer pursuant to 18U.S.C.
                    Section 1350, as adopted pursuant to Section 906 ofthe
                    Sarbanes-Oxley Act of 2002.32.2
                
                Certification
                    of the Chief Financial Officer pursuant to 18U.S.C.
                    Section 1350, as adopted pursuant to Section 906 ofthe
                    Sarbanes-Oxley Act of 2002.
  
 14
 
 **SIGNATURES**
 
 **In
        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: June
                14, 2006
              By:
              /s/ Bruce
                L. HollanderBruce
                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. HollanderBruce
                    L Hollander
                President,
                    CEO and Director
                Date:
                    June 14, 2006/s/
                    Bruce L. HollanderIngo
                    K. Kozak
                VP
                    - Finance, CFO, Secretary and Director
                Date:
                    June 14, 2006
 
 15