**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, 2005**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 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, 2005, the Registrant had 15,289,609 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, 2005 and 2004 (unaudited)Condensed
                    Consolidated Balance Sheets as of April 30, 2005 (unaudited)
                  and
                    October 31, 2004Condensed
                    Consolidated Statements of Cash Flows for six months
                  ended
                    April 30, 2005 and 2004 (unaudited)Notes
                    to Condensed Consolidated Financial StatementsItem
                    2.
                Management’s
                    Discussion and Analysis of Financial Results of Operations
                  and
                    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
                  30,2005
              
              2004*
              
              2005
              
              2004***Net
                  Sales**
              
              $
              1,734,691
              
              $
              1,276,109
              
              $
              3,284,364
              
              $
              2,285,492Cost
                    of Goods Sold
              
              
              551,616
              
              
              346,090
              
              
              1,058,823
              
              
              645,010**GROSS
                  PROFIT**
              
              
              1,183,075
              
              
              930,019
              
              
              2,225,541
              
              
              1,640,482Selling
              
              
              410,067
              
              
              321,327
              
              
              852,615
              
              
              584,479Admin.
                  & General Exp.
              
              
              768,361
              
              
              500,577
              
              
              1,231,945
              
              
              798,287Research
                  & Development exp.
              
              
              85,500
              
              
              71,154
              
              
              190,080
              
              
              154,5011,263,928
              
              
              893,058
              
              
              2,274,640
              
              
              1,537,267**Operating
                  Income (Loss)**
              
              
              (80,853
              )
              
              36,961
              
              
              (49,099
              )
              
              103,215Gain
                  on involuntary conversion
              
              
              —
              
              
              75,945
              
              
              105,841
              
              
              75,945Interest
                  Expense
              
              
              (44,919
              )
              
              (35,579
              )
              
              (90,788
              )
              
              (73,140
              )Other
                  Expenses
              
              
              -0-
              
              
              435
              
              
              (144
              )
              
              409(44,919
              )
              
              40,801
              
              
              14,909
              
              
              3,214Income
                  (Loss) before Taxes
              
              
              (125,772
              )
              
              77,762
              
              
              (34,190
              )
              
              106,429Income
                  Taxes
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-**NET
                  INCOME (LOSS)**
              
              $
              (125,772
              )
              $
              77,762
              
              $
              (34,190
              )
              $
              106,429Net
                  Income (Loss) per Common Share
              
              $
              (.01
              )
              $
              .01
              
              $
              .00
              
              $
              .02Diluted
                  Net Income per Common Share
              
              $
              (.01
              )
              $
              .01
              
              $
              .00
              
              $
              .01Average
                  Common Shares Outstanding
              
              
              12,612,956
              
              
              7,154,616
              
              
              9,937,009
              
              
              7,154,163Diluted
                  Average Common Shares outstanding
              
              
              12,612,956
              
              
              8,330,296
              
              
              9,937,009
              
              
              8,329,843
  *
        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,
                2005
              
              October
                  31,
                2004(unaudited)
              
              (Note)**ASSETS**Current
                  AssetsCash
              
              $
              2,851,307
              
              $
              24,133Accounts
                  Receivable (Net of Allowance of $74,541 and $58,936)
              
              
              1,621,316
              
              
              1,103,887Inventory
              
              
              2,193,163
              
              
              2,063,962Other
                  Current Assets
              
              
              124,927
              
              
              63,740Total
                  Current Assets
              
              
              6,790,713
              
              
              3,255,722Net
                  Property, plant & equipment
              
              
              1,299,638
              
              
              1,224,530Other
                  AssetsPatents
                  & related costs, net
              
              
              257,930
              
              
              207,608Inventory
              
              
              102,569
              
              
              80,989Other
                  Assets and Deposits
              
              
              26,883
              
              
              29,883387,382
              
              
              318,480**TOTAL
                  ASSETS**
              
              $
              8,477,733
              
              $
              4,798,732**LIABILITIES
                  & EQUITY**Current
                  LiabilitiesRevolving
                  Loan payable
              
              $
              1,540,289
              
              $
              1,899,432Notes
                  & Loans payable
              
              
              251,980
              
              
              224,713Capital
                  Leases - current
              
              
              40,361
              
              
              68,810Accounts
                  Payable
              
              
              129,829
              
              
              135,409Accrued
                  expenses
              
              
              233,547
              
              
              259,930Total
                  Current Liabilities
              
              
              2,196,006
              
              
              2,588,295Long-Term
                  LiabilitiesCapital
                  Leases
              
              
              104,177
              
              
              124,616Notes
                  and loans payable
              
              
              165,604
              
              
              81,251Total
                  Long-Term Liabilities
              
              
              269,781
              
              
              205,867Total
                  Liabilities
              
              
              2,465,787
              
              
              2,794,161**STOCKHOLDERS’
                  EQUITY**Preferred
                  Stock - authorized 500,000 par value $.75;
              
              
              -0-
              
              
              -0-Common
                  Stock - authorized 20,000,000, par value $.01;
                outstanding
                  15,289,609, and 7,319,873 shares;
              
              
              152,896
              
              
              73,199Treasury
                  Stock (17,327 common Shares)
              
              
              (7,277
              )
              
              (7,277
              )Paid-in
                  Capital
              
              
              6,655,885
              
              
              2,694,018Retained
                  Earnings
              
              
              (789,559
              )
              
              (755,369
              )Total
                  Equity
              
              
              6,011,945
              
              
              2,004,571**TOTAL
                  LIABILITIES & EQUITY**
              
              $
              8,477,733
              
              $
              4,798,732
  Note:
              The Balance Sheet at October 31, 2004,
                has
                been derived from theaudited
                financial statements at that date; but, do 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
                  30,2005
              
              2004
                  .**OPERATING
                ACTIVITIES:**Net
                  Income (Loss)
              
              $
              (34,190
              )
              $
              106,429Adjustments
                  to reconcile net income (loss)
                to
                  net cash provided by (used in) operating activities:Depreciation
                  & amortization
              
              
              114,749
              
              
              81,023Provision
                  for uncollectible accounts
              
              
              15,605
              
              
              -0-Issuance
                  of Common Stock for service
              
              
              539,589
              
              
              23,680Options
                  expense (amortization)
              
              
              50,476
              
              
              56,862Change
                  in Current assets & liabilities:(Incr.)
                  decr. in accts. rec.
              
              
              (533,035
              )
              
              (87,355
              )(Incr.)
                  decr. in inventories
              
              
              (150,780
              )
              
              (37,739
              )Incr.)
                  decr. in Other current assets
              
              
              (61,187
              )
              
              (47,777
              )(Incr.)
                  decr. in deposits & other assets
              
              
              3,000
              
              
              (21,954
              )Incr.
                  (decr.) in A/P & Accr. exp.
              
              
              (31,964
              )
              
              41,041Net
                  Cash provided by (used in) Operating Activities
              
              
              (87,737
              )
              
              114,210**INVESTING
                  ACTIVITIES:**Investment
                  in Patents & related intangibles
              
              
              (60,678
              )
              
              (41,894
              )Insurance
                  Settlement
              
              
              105,841
              
              
              -0-Purchase
                  of Property, plant & equipment
              
              
              (123,092
              )
              
              (110,806
              )Net
                  Cash used in Investing Activities
              
              
              (77,929
              )
              
              (152,700
              )**FINANCING
                  ACTIVITIES:**Net
                  proceeds (payments)-revolving loan payable
              
              
              (359,143
              )
              
              167,326Proceeds
                  from Stock sale
              
              
              3,447,000
              
              
              -0-Proceeds
                  from exercise of Options
              
              
              4,500
              
              
              -0-Payments
                  on capital leases
              
              
              (48,888
              )
              
              (27,485
              )Payment
                  of notes & loan payable
              
              
              (50,629
              )
              
              (62,833
              )Due
                  to Stockholders
              
              
              -0-
              
              
              (2,294Net
                  Cash provided by Financing Activities
              
              
              2,992,840
              
              
              74,714**NET
                  INCREASE IN CASH**
              
              $
              2,827,174
              
              $
              36,224Cash
                  - Beginning of Period
              
              
              24,133
              
              
              40,852Cash
                  - End of Period
              
              $
              2,851,307
              
              $
              77,076**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:**Interest
                  Paid
              
              $
              90,788
              
              $
              73,140Income
                  Taxes Paid
              
              $
              -0-
              
              $
              -0-**NON
                  CASH FINANCING AND INVESTING ACTIVITIES:**Note
                  Payable issued for equipment
              
              $
              162,250
              
              $
              -0-
   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 Bio-Lok
        International Inc. (the “Company” or “Bio-Lok”) 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 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 15, 2005.
 
 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 - Nature of Business**
 Bio-Lok
        is a manufacturer and distributor, 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 and are recognized when products are shipped.
 
 **Note
        C - 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 essentially
        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 will 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 essentially all of its assets as collateral to secure the
        loan
        arrangement. The interest rate is at the prime rate in effect plus 1.0% down
        from 2.0% with the domestic revolving loan remaining at 2.0%. To provide
        added
        security to the Bank for the above revolving loan, the Company has obtained
        EximBank credit guarantees on select international receivables at a cost
        of $.80
        down from $1.06 per $100 of sales as invoices are issued and reported.
  6
 
 **Note
        D - Net Income (Loss) Per Share**
 The
        Company’s basic and diluted net income or loss per share amounts have been
        computed by dividing the results by the weighted average number of outstanding
        common shares. For the three and six months ended April 30, 2005, the Company
        reported a net loss, therefore no common shares equivalent were included
        in
        diluted net loss per common share because the affect would be anti-dilutive.
        For
        the three and six months ended April 30, 2004, the Company reported a net
        income
        and as such, common share equivalents were included in the computation of
        diluted net income per share.
 
 **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.
 
 Three
                  Months Ended
                April
                  30,
              
              Six
                  Months Ended
                April
                  30,2005
              
              2004
              
              2005
              
              2004Net
                  Sales - International
              
              $
              1,321,106
              
              $
              950,727
              
              $
              2,427,320
              
              $
              1,618,187Domestic
              
              
              413,585
              
              
              325,382
              
              
              857,044
              
              
              667,305Total
                  Net Sales
              
              $
              1,734,691
              
              $
              1,276,109
              
              $
              3,284,364
              
              $
              2,285,492
 
 **Note
        F - 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
        G - Equity**
 30,000
        shares of common stock where issued for the exercise of Option’s by two
        individuals at their respective exercise price.
 
 On
        March
        2, 2005, the Company completed a $3,750,000 private offering of 5,000,000
        shares
        of common stock to institutional and other accredited investors at a price
        of
        $.75 per share.
 
 In
        March
        2005 the Company issued 150,000 shares of common stock for consulting and
        facility use to a consulting entity for services rendered in completing the
        private offering.
 
 In
        March
        2005 the Company issued 313,000 shares of common stock for services to
        clinicians, consultant, officers, directors and employees.
 
 In
        March
        2005, the Company issued 34,944 shares of common stock in conjunction to
        its
        401(k) Plan participation for the year 2004.
 
 **(A)
        Stock Warrants**  In
        conjunction with the private placement issued the Company has outstanding
        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 ending 2003. It authorized the Company to issue 2,500,000 shares of
        common
        stock under this plan. To date, under the Plan, 1,862,000 stock options have
        been issued to officers and employees of the Company. 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 ending April 30, 2005 and 2004, the Company
        recognized $28,938 and $28,135, respectively, in compensation expense. As
        of
        March 2005 all options issued and outstanding had been expensed by the
        Company.
 
 7
 On
        March
        1, 2005, all options issued and outstanding where exercisable and the Board
        of
        Directors approved a cashless exercise of all options to common stock. To
        effect
        the exercise of the 3,147,000 options outstanding and exercisable 2,841,793
        shares of common stock where issued and 305,207 shares of common stock where
        foregone and utilized for the payment of the shares at their respective exercise
        price.
 
 Number
                  of Options
              
              Weighted
                  Average Exercise PriceStock
                  Options**Balance
                  at beginning of period**
              
              
              3,377,000
              
              $
              .28Granted
              
              
              —
              
              
              —Exercised
              
              
              (30,000
              )
              
              .10Options
                  - cashless exchange
              
              
              (2,747,000
              )
              
              .11Expired
              
              
              200,000
              
              
              3.00Balance
                  at end of period
              
              
              400,000
              
              $
              —Options
                  exercisable at end of period
              
              
              -0-
              
              $
              —
 
 The
        following table summarizes information about performance options at April
        30,
        2005:
 
 ExercisePrices
              
              Number
                  Outstanding at
                April
                  30, 2005
              
              Weighted
                  Average Remaining Contractual Life
              
              Weighted
                  Average Exercise Price
              
              Number
                  Exercisable at
                April
                  30, 2005
              
              Weighted
                  Average Exercise Price$
              (*)
              
              
              400,000
              
              
              —
              
              $
              —
              
              
              —
              
              $
              —
 
 (*)
        Performance based options consisting of 200,000 shares to each of two
        individuals (aggregating 400,000 shares) that represented the sellers of
        Orthogen Corporation to the Company; subsequent to the acquisition one
        individual became an employee and the other a consultant.
 
 **Note
        I - Legal Matters**
 The
        Company from time to time is a party to various legal proceedings. In the
        opinion of management, none of the proceedings are expected to have a material
        impact on its financial position or results of operations.
 
 **Note
        J - Liquidity**
 During
        the quarter ended April 30, 2005, net income totaled $(34,190), and the Company
        realized a reduction of cash flow from operations of $87,737; the Company
        had an
        accumulated deficit of $789,559, positive working capital of $4,594,707 and
        positive stockholders’ equity of $6,011,945.
 
 As
        of
        April 30, 2005, the Company had $2,851,307 in cash, $914,422 available under
        its
        revolving line of credit, $1,621,316 in net accounts receivable, and $2,193,163
        in current inventory. The Company had accounts payable, accrued expenses
        and
        other payables in the aggregate of $363,376, revolving loans payable of
        $1,540,289, and notes and loans payable - current and capital leases current
        of
        $562,122.
 
 As
        of
        March 2, 2005, the Company realized an equity infusion net of closing fees
        totaling $3,447,000 from the issue and closing of a private placement (see
        Note-G Equity - for details).
 
 In
        February 2005 realized $4,500 from the exercise of options. Individuals
        exercised 30,000 options for the exchange of 30,000 common stock shares at
        a
        cost of $.10 and $.25 per share.
 
 Results
        are positive but if not maintained can negatively impact the Company. 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 the Company has
        sufficient cash available to reach its objectives over the following two
        years.
 
 8
 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 the growth
        of
        operations, product and service development efforts.
 
 **Note
        K - Notes Payable**
 On
        December 30, 2004, CommerceBank N.A. in conjunction with Exim Bank extended
        the
        Company’s line of credit to December 31, 2005 (see Note C second paragraph for
        full details).
 
 On
        January 30, 2005 the Company entered into a loan agreement for the financing
        of
        two added CNC machines. Two machines where financed over 48 months and maintain
        the Companies manufacturing capacity to meet growth objectives.
 
 **Item
        2.** **Management's
        Discussion and Analysis of Financial Condition** **and
        Results of Operations**
 
 **CRITICAL
        ACCOUNTING POLICIES**
 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 policies 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 three months ended April
        30,
        2005 and 2004 are presented net of returns and allowances, sales discounts,
        advertising and promotions. The increase in revenues for the three months
        ended
        April 30, 2005 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, 2005 VS 3 Months ended April 30,** **2004)**
 
 **Volume** The
        net
        sales (revenues) for the quarter increased by 36% over the prior year comparable
        quarter. The domestic market increased by 27% and the international market
        increased by 39% over the comparable prior year quarter. The growth reflects
        improved market penetration both domestic and internationally.
 
 9
 **Cost
        of Goods Sold** As
        a
        percent of sales cost of goods sold increased by 60% over the comparable
        prior
        year quarter. Costs incurred in relation to sales activity reflected no material
        change except increases in discounts promotions offered.
 
 **Gross
        Profit** Gross
        profit for the period increased by 28% over the prior year comparable quarter;
        gross margin percentages remained the same for the quarter. Margins are expected
        to range between 68 to 73% 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 28% over the prior year comparable
        quarter
        and are a direct result of an increased sales staff, cost increases due sales
        growth and continued market development. A domestic marketing manager has
        been
        hired and sales staff along with a sales manager are still to be hired; hence,
        costs are expected to increase over the ensuing months.
 
 **Administrative
        & General Expenses** Administrative
        and general expenses increased by 54% over the comparable quarter of 2004.
        The
        increased expenses incurred for the quarter compared to the same quarter
        prior
        year was due to higher staff, professional fees, financial service, marketing
        support, stock issued for services and royalty expenses incurred.
 
 **Research
        & Development Expenses**  Research
        and development expenses increased 20% for the quarter over the comparable
        quarter in 2004. Increased costs incurred was for ongoing studies and research
        being completed on existing products for marketing use and new products in
        development.
  **Operating
        Income** Results
        from operations decreased by $43,892 compared to the same quarter of 2004.
        The
        lower results are a directly due to managements investment in market and
        sales
        development, bringing new products to market and the issue of common stock
        for
        services.
 
 **Other
        Income/Expenses** No
        other
        income was realized for the current quarter compared to an insurance gain
        for
        the same period prior year. Interest expense increased by 26% over the
        comparable prior year quarter, and was a result of higher borrowings outstanding
        on the revolving line of credit.
 
 **Net
        Income (Loss)** Net
        loss
        waS realized for the quarter of $125,772 compared to a gain of $77,762 for
        the
        three months ended April 30, 2004. The decrease was primarily due to one-time
        charges for common stock issued to directors, officers, employees, clinicians
        and consultants for services provided. 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, 2005 VS 6 Months ended April 30,
        2004)**
 
 **Volume** Net
        sales
        (revenues) for the six months ending April 30, 2005, increased by 44% 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
        28% and the international market by 50% over the comparable periods. 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 65% over the comparable prior
        year
        period. The resulting increase is due to increased sales activity in the
        first
        six months of 2005. Increased sales resulted in a decrease in cost of goods
        to
        net sales of 4.0 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 decreased from 68.0% to 72.0%.
        The reduction is a direct result from increased promotional activity and
        discounting offered to increase market share.
  10
 
 **Selling
        Expenses** Selling
        expenses for the six months increased by 46% over the comparable prior year
        period. The increase is attributable 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.
 
 **Administrative
        & General Expenses** Administrative
        and general expenses increased by 55% over the comparable prior year six
        months
        period. The increased expenses are attributed to continual operational support
        of the market development, increased staff costs, system requirements,
        professional fees, bad debt expense allowance to formula, royalty expenses
        incurred due to higher sales realized, and stock expenses incurred for the
        payment of services to directors, officers, employees and third parties.
 
 **Research
        & Development Expenses** Research
        and development expenses for the six months increased by 23% 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.
  **Operating
        Income** Results
        from operations for the six months totaled a loss of $49,099 compared to
        a
        profit of $103,215 for the same period prior year. The lower results achieved
        are a direct result of increased costs incurred to obtain maket share and
        stocks
        issued for services.
 
 **Other
        Income/Expenses** Overall
        other income and expenses increased by $29,343 and was attributable from
        insurance proceeds realized on involuntary conversion of equipment. Interest
        expense increased by 23% over the comparable prior year period, and the higher
        results was due to higher debt outstanding. Other expenses were also higher
        due
        to common stock issued to third parties for services rendered to the
        Company.
  **Net
        Income (Loss)** Net
        loss
        for the six months of $34,190 was realized compared to a gain for the same
        period prior year of $106,429. The reduced results are due to costs incurred
        in
        developing marketing and sales effort to realize management’s objectives and
        one-time charges for common stock issued to directors, officers, employees,
        clinicians and consultants for services provided. Losses are expected to
        continue as staff is hired to expand market penetration both domestically
        and
        internationally.
 
 
 **LIQUIDITY
        and CAPITAL RESOURCES**
 
 On
        November 26, 2001, the Company entered into an equipment loan of $300,000
        from a
        lender at an interest rate of 7.5% for a term of five years. The loan was
        collateralized with existing equipment and repayable over the initial 12
        months
        at interest only and equal payments over the remaining 48 months.
 
 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 essentially 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% down
        from
        2.0% with the domestic revolving loan remaining at 2.0%. To provide added
        security to the Bank for the above revolving loan, the Company also has obtained
        EximBank credit guarantees on select international receivables at a cost
        of $.80
        down from $1.06 per $100 as invoices are issued and reported.
 
 11
 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. Cost of this placement
        was
        $225,000 of which $30,000 had been expensed in prior periods as retainer
        fees
        and the issuance of warrants to purchase 500,000 shares, and $108,000 for
        other
        expenses directly related to the solicitation and issue of the private issue.
        The financing was led by healthcare venture capital firm Radius Ventures
        with
        other accredited institutional and individual investors also participating.
 
 The
        Company realized $4,500 from the exercise of two Options for the issue of
        30,000
        shares of common stock.
 
 The
        Company’s current ratio increased to 3.09 on April 30, 2005, up from 1.26 on
        April 30, 2004, due to receivables outstanding, inventory growth and capital
        raised from the private issue which closed in March 2005. For the six months
        ended April 30, 2005, the Company’s revolving loan payable decreased by $359,143
        and will continue to decrease as collections are received. The credit line
        is
        maintained and the Company has $914,422 of credit availability.
 
 In
        an
        effort to increase sales related to the Company’s business, the Company has
        actively been developing its sales force. To date, a VP-Marketing has been
        hired
        and sales staff positions are in the process of being filled. Management
        plans
        to continue its efforts to increase sales at a comparable rate for the next
        two
        years.
 
 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. T he
        Company anticipates having adequate capital and liquidity for the next 30
        months.
 
 **OUTLOOK**
 
 Operations
        for the first six months of 2005 resulted in a loss of $34,190 which was
        due to
        stock issued and costs incurred for the private issue. Management expects
        to
        realize losses over the next 12 to 18 months due to market development and
        expansion of the sales staff both domestic and international. To this extent,
        management is in the process of hiring a Domestic Sales Manager, sales
        representatives and necessary support staff.
 
 **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.
 
 12
 **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
        2.**  **Changes
        in Securities**
 
 In
        May
        2004 Bio-Lok issued 9,000 shares of common stock at a cost of $6,390. The
        shares
        were issued to clinicians for services rendered in support of marketing
        activities of the company.
 
 In
        May
        2004 Bio-Lok issued 75,172 shares of common stock at a cost of $17,290 which
        had
        been accrued in the prior year. The shares where issued pursuant to the 401k
        Plan and represented the company’s participation for 2003. Distribution was
        authorized by the Board on December 3, 2003.
 
 In
        July
        2004 Bio-Lok issued 60,000 shares of common stock at a cost of $31,200. The
        shares where issued to Directors for 2003 and services to 7/2004.
 
 During
        September 2004 Bio-Lok issued 22,000 shares of common stock at a cost of
        $11,220. The shares where issued to clinicians for services rendered in support
        of marketing activities of the company.
 
 In
        January 2005 the Company was requested to exercise 20,000 of options at a
        price
        of $.10 per share. Options were issued January 2002 for services
        rendered.
 
 In
        February 2005 the Company was requested to exercise 10,000 of options at
        a price
        of $.25 per share. Options were issued
  13
 
 March
        2,
        2005 the Private Placement was closed and 5,000,000 common stock shares are
        being issued at a cost of $.75 per share.
 
 **Item
        6.       Exhibits, List and Reports
        on Form 8-K**
  (a)
              
              ExhibitsExhibit #
              Description3.1
              Articles of Incorporation
                *3.2
              By-Laws *Amendment to By-Laws *5
              Opinion re legality *21
              Subsidiaries of Registrant included
                in
                theConsolidated Financial Statements
                of the
                Issuer are:
  Name
                  of entity
                
                State
                  or CntryOrthogen Corporation
                
                New JerseyMicro-Lok Mexico S.A.CE C.V.
                
                Mexico DFBio-Lok Chile S.A.
                
                ChileBio-Lok Int’l. Pty. Inc.
                
                Australia
  31.1
                Certification by Pres. & CEO pursuant to
                  Sec. 30231.2
                Certification by VP-Fin.& CFO pursuant to
                  Sec. 30232.1
                Certification pursuant to Sec. 906
                  by
                  CEO32.2
                Certification pursuant to Sec. 906
                  by
                  CFO*
                Filed
                  previously
  **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
                  15, 2005
                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. Hollander
              
              President,
                CEO and Director
              
              Date:
                June 15, 2005Bruce L Hollander/s/
                Bruce L. Hollander
              
              VP
                -
                Finance, CFO, Secretary and Director
              
              Date:
                June 15, 2005Ingo K. Kozak
   14