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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
|  |  |                                                                                         
|  |  | For the fiscal Year ending April 30, 2003                                               
|  |  |                                                                                         
|o |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1943.     

For the Transition period from _______________ to ____________

Commission file number 33-24566-A

BIO-LOK INTERNATIONAL INC.

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(Name of registrant in its charter)


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

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

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



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

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

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court (1997). YES o NO o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of April 30, 2003, the Registrant had 6,761,152 Common Stock shares
outstanding, at a par value $.01 per share.



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TABLE OF CONTENTS



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



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##### Table of Contents



TABLE OF CONTENT

|        |  |                                                                                                                       |  |   
|------- |  | --------------------------------------------------------------------------------------------------------------------- |  | --
|PART I  |  |                                                                                                                       |  |   
|        |  |                                                                                                                       |  |   
|Item 1. |  | Financial Statements                                                                                                  |  | 3 
|        |  |                                                                                                                       |  |   
|        |  | Condensed Consolidated Statement of Operations for the three and six months
ended April 30, 2003 and 2002 (unaudited) |  | 3 
|        |  |                                                                                                                       |  |   
|        |  | Condensed Consolidated Balance Sheets as of April 30, 2003 (unaudited)
and October 31, 2002                           |  | 4 
|        |  |                                                                                                                       |  |   
|        |  | Condensed Consolidated Statements of Cash Flows for six months
ended April 30, 2003 and 2002 (unaudited)              |  | 5 
|        |  |                                                                                                                       |  |   
|        |  | Notes to Condensed Consolidated Financial Statements                                                                  |  | 6 
|        |  |                                                                                                                       |  |   
|Item 2. |  | Managements Discussion and Analysis of Financial Results of Operations
and Financial Condition                       |  | 8 
|        |  |                                                                                                                       |  |   
|Item 3. |  | Controls and Procedures                                                                                               |  | 13
|        |  |                                                                                                                       |  |   
|PART II |  |                                                                                                                       |  |   
|        |  |                                                                                                                       |  |   
|Item 6. |  | Exhibits, List and Reports on Form 8-K                                                                                |  | 14
|        |  |                                                                                                                       |  |   
|        |  | Signatures                                                                                                            |  | 15
|        |  |                                                                                                                       |  |   
|        |  | Certification                                                                                                         |  | 16
|        |  |                                                                                                                       |  |   
|        |  | Certification                                                                                                         |  | 17



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##### Table of Contents






PART I




Item 1. Financial Statements

BIO-LOK INTERNATIONAL INC. and SUBSIDIARIES




Condensed Consolidated Statement of Operations
(Unaudited)


|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|------------------------------------------- |  | ------------------ | --------- | ---------------- |  | ---- | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                            |  | Three Months Ended |           | Six Months Ended
|                                            |  | April 30,          |           | April 30,       
|                                            |  |                    |           |                 
|                                            |  | 2003               |           | 2002             |  | 2003 |           | 2002
|                                            |  |                    |           |                  |  |      |           |     
|Net Sales                                   |  | $                  | 1,245,803 |                  |  | $    | 835,138   |      |  | $ | 2,201,717 |   |  | $ | 1,372,618 |  
|Cost of Goods Sold                          |  |                    | 369,140   |                  |  |      | 241,908   |      |  |   | 690,670   |   |  |   | 329,739   |  
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|GROSS PROFIT                                |  |                    | 876,663   |                  |  |      | 593,230   |      |  |   | 1,511,047 |   |  |   | 1,042,879 |  
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|                                           
|Selling                                     |  |                    | 341,459   |                  |  |      | 406,475   |      |  |   | 632,677   |   |  |   | 739,231   |  
|Admin. & General Exp.                       |  |                    | 500,245   |                  |  |      | 403,972   |      |  |   | 933,962   |   |  |   | 801,187   |  
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|                                            |  |                    | 841,704   |                  |  |      | 810,447   |      |  |   | 1,566,639 |   |  |   | 1,540,418 |  
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|                                           
|Operating Income                            |  |                    | 34,959    |                  |  |      | (217,217  | )    |  |   | (55,592   | ) |  |   | (497,539  | )
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|Other Income                                |  |                    | -0-       |                  |  |      | -0-       |      |  |   | -0-       |   |  |   | 18,351    |  
|Net Grant Income                            |  |                    | 56,596    |                  |  |      | -0-       |      |  |   | 81,439    |   |  |   | -0-       |  
|Interest Expense                            |  |                    | (49,842   | )                |  |      | (31,881   | )    |  |   | (74,296   | ) |  |   | (61,652   | )
|Other Expenses                              |  |                    | (6        | )                |  |      | -0-       |      |  |   | (116      | ) |  |   | -0-       |  
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|                                            |  |                    | 6,748     |                  |  |      | (31,881   | )    |  |   | 7,027     |   |  |   | (43,301   | )
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|                                           
|Income (Loss) before Taxes                  |  |                    | 41,707    |                  |  |      | (249,098  | )    |  |   | (48,565   | ) |  |   | (540,840  | )
|Income Taxes                                |  |                    | -0-       |                  |  |      | -0-       |      |  |   | -0-       |   |  |   | -0-       |  
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|NET INCOME (LOSS)                           |  | $                  | 41,707    |                  |  | $    | (249,098  | )    |  | $ | (48,565   | ) |  | $ | (540,840  | )
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|Net Income Available to
Common Share Owners |  | $                  | 41,707    |                  |  | $    | -0-       |      |  | $ | (48,565   | ) |  | $ | -0-       |  
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|                                           
|Net Income (Loss) per
Common Share          |  | $                  | .01       |                  |  | $    | (.04      | )    |  | $ | (.01      | ) |  | $ | (.09      | )
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|                                           
|Diluted Net Income per
Common Share         |  | $                  | .01       |                  |  | $    |          |      |  | $ | (.01      | ) |  | $ |          |  
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|                                           
|Dividends per Common Share                  |  | $                  | -0-       |                  |  | $    | -0-       |      |  | $ | -0-       |   |  | $ | -0-       |  
|                                            |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|                                           
|Average Common Shares
Outstanding           |  |                    | 6,691,781 |                  |  |      | 6,542,733 |      |  |   | 6,677,229 |   |  |   | 6,333,404 |  
|                                           
|Diluted Average Common
Shares outstanding   |  |                    | 6,794,981 |                  |  |      | 6,542,733 |      |  |   | 6,677,229 |   |  |   | 6,333,404 |  

See Notes to Condensed Consolidated Financial Statements.

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##### Table of Contents



BIO-LOK INTERNATIONAL INC. and SUBSIDIARIES




Condensed Consolidated Balance Sheets


|                            |                                                                                                   |                                     |           |           |             |   |             |           |           |  | 
|--------------------------- | ------------------------------------------------------------------------------------------------- | ----------------------------------- | --------- | --------- | ----------- | - | ----------- | --------- | --------- |  | 
|                            |                                                                                                   |                                     |           |           | April 30,   |   | October 31,
|                            |                                                                                                   |                                     |           |           | 2003        |   | 2002*      
|                            |                                                                                                   |                                     |           |           |             |   |            
|                            |                                                                                                   |                                     |           |           | (unaudited) |   |             |           |          
|ASSETS                      |                                                                                                   |                                     |           |           |             |   |             |          
|Current Assets              |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   | Cash                                |           | $         | 146,849     |   |             | $         | 23,500    | 
|                            |                                                                                                   | Accounts Receivable, net            |           |           | 883,306     |   |             |           | 767,450   | 
|                            |                                                                                                   | Inventory                           |           |           | 1,695,771   |   |             |           | 1,677,839 | 
|                            |                                                                                                   | Other Current Assets                |           |           | 110,547     |   |             |           | 41,475    | 
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|Total Current Assets        |                                                                                                   |                                     | 2,836,473 |           |             |   | 2,510,264   |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|Net Machinery & Equipment   |                                                                                                   |                                     | 1,182,986 |           |             |   | 1,233,934   |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|Other Assets                |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   | Patents & related costs, net        |           |           | 64,358      |   |             |           | 45,960    | 
|                            |                                                                                                   | Accounts Rec                        |           |           | 10,454      |   |             |           | 40,455    | 
|                            |                                                                                                   | Inventory                           |           |           | 128,023     |   |             |           | 241,094   | 
|                            |                                                                                                   | Other Assets and Deposits           |           |           | 13,778      |   |             |           | 18,402    | 
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   |                                     | 216,613   |           |             |   | 345,911     |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|TOTAL ASSETS                |                                                                                                   | $                                   | 4,236,072 |           |             | $ | 4,090,109   |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|LIABILITIES & EQUITY        |                                                                                                   |                                     |           |           |             |   |             |          
|Current Liabilities         |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   | Revolving Loan payable              |           | $         | 1,522,677   |   |             | $         | 1,250,000 | 
|                            |                                                                                                   | Notes & Loans payable  current     |           |           | 334,820     |   |             |           | 346,007   | 
|                            |                                                                                                   | Capital lease  current             |           |           | 67,535      |   |             |           | 62,199    | 
|                            |                                                                                                   | Accounts Payable                    |           |           | 122,939     |   |             |           | 214,966   | 
|                            |                                                                                                   | Accrued expenses and other
Payables |           |           | 325,133     |   |             |           | 238,419   | 
|                            |                                                                                                   | Due to stockholders                 |           |           | 1,096       |   |             |           | 10,193    | 
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|Total Current Liabilities   |                                                                                                   |                                     | 2,374,200 |           |             |   | 2,121,784   |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|Long-Term Liabilities       |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   | Notes & Loans payable-noncurrent    |           |           | 193,750     |   |             |           | 231,250   | 
|                            |                                                                                                   | Capital leases- noncurrent          |           |           | 81,453      |   |             |           | 113,600   | 
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|Total Long-Term Liabilities |                                                                                                   |                                     | 275,203   |           |             |   | 344,850     |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|Total Liabilities           |                                                                                                   |                                     | 2,649,403 |           |             |   | 2,466,634   |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|STOCKHOLDERS EQUITY        |                                                                                                   |                                     |           |           |             |   |             |          
|                            | Preferred Stock  authorized
500,000 par value $.75;                                              |                                     |           | -0-       |             |   |             | -0-       |          
|                            | Common Stock  authorized
20,000,000, par value $.01;
outstanding 6,761,152 and
6,663,152 shares; |                                     |           | 67,612    |             |   |             | 66,632    |          
|                            | Treasury Stock (17,327 common
Shares)                                                             |                                     |           | (7,277    | )           |   |             | (7,277    | )        
|                            | Paid-in Capital                                                                                   |                                     |           | 2,391,110 |             |   |             | 2,380,330 |          
|                            | Retained
Earnings                                                                                 |                                     |           | (864,776  | )           |   |             | (816,210  | )        
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|Total Equity                |                                                                                                   |                                     | 1,586,669 |           |             |   | 1,623,475   |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          
|TOTAL LIABILITIES & EQUITY  |                                                                                                   | $                                   | 4,236,072 |           |             | $ | 4,090,109   |          
|                            |                                                                                                   |                                     |           |           |             |   |             |          



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|* |  | The balance sheet at October 31, 2002, has been derived from the audited
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.

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##### Table of Contents



BIO-LOK INTERNATIONAL INC. and SUBSIDIARIES




Condensed Consolidated Statements of Cash Flows
(Unaudited)


| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |        |          |   |          |  
| | ------------------------------------------------- | --------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ----------------------------------------------- | ------- | ---------------- | ------- | ------ | -------- | - | -------- | -
| |                                                   |                                                     |                                                                                                    |                                                 |         | Six Months Ended
| |                                                   |                                                     |                                                                                                    |                                                 |         | April 30,       
| |                                                   |                                                     |                                                                                                    |                                                 |         |                 
| |                                                   |                                                     |                                                                                                    |                                                 |         | 2003             |         | 2002  
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| | OPERATING ACTIVITIES:                             |                                                     |                                                                                                    |                                                 |         |                  |         |        |         
| |                                                   | Net Income (Loss)                                   |                                                                                                    | $                                               | (48,565 | )                |         | $      | (540,840 | )
| |                                                   |                                                     | Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities: |                                                 |         |                  |         |        |          |   |         
| |                                                   |                                                     |                                                                                                    | Depreciation & amortization                     |         |                  | 72,848  |        |          |   | 70,692   |  
| |                                                   |                                                     |                                                                                                    | Issuance of Common Stock for service            |         |                  | 11,760  |        |          |   | 147,625  |  
| |                                                   |                                                     | Change in Current assets & liabilities:                                                            |                                                 |         |                  |         |        |          |   |         
| |                                                   |                                                     |                                                                                                    | (Incr.) decr. in accts. rec.                    |         |                  | (85,854 | )      |          |   | 45,110   |  
| |                                                   |                                                     |                                                                                                    | (Incr.) decr. in inventories                    |         |                  | 95,138  |        |          |   | (362,679 | )
| |                                                   |                                                     |                                                                                                    | (Incr.) decr. in prepaid & other
current assets |         |                  | (69,072 | )      |          |   | (73,294  | )
| |                                                   |                                                     |                                                                                                    | (Incr.) decr. in deposits & other assets        |         |                  | 4,625   |        |          |   | (4,174   | )
| |                                                   |                                                     |                                                                                                    | Incr. (decr.) in A/P & Accr. exp.               |         |                  | (5,314  | )      |          |   | 42,514   |  
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| |                                                   | Net Cash provided by (used in) Operating
Activities |                                                                                                    |                                                 | (24,435 | )                |         |        | (675,046 | )
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| | INVESTING ACTIVITIES:                             |                                                     |                                                                                                    |                                                 |         |                  |         |        |         
| |                                                   | Cash received from insurance settlement             |                                                                                                    |                                                 | -0-     |                  |         |        | 249,672  |  
| |                                                   | Investment in Patents & related                     |                                                                                                    |                                                 | (20,438 | )                |         |        | -0-      |  
| |                                                   | Property, Plant & Equipment                         |                                                                                                    |                                                 | (19,860 | )                |         |        | (114,139 | )
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| |                                                   | Net Cash (used) by Investing Activities             |                                                                                                    |                                                 | (40,298 | )                |         |        | 135,533  |  
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| | FINANCING ACTIVITIES:                             |                                                     |                                                                                                    |                                                 |         |                  |         |        |         
| |                                                   | Net proceeds  revolving loan                       |                                                                                                    |                                                 | 272,677 |                  |         |        | 525,122  |  
| |                                                   | Payments on capital leases                          |                                                                                                    |                                                 | (26,811 | )                |         |        | (28,990  | )
| |                                                   | Net increase in notes payable                       |                                                                                                    |                                                 | -0-     |                  |         |        | 260,635  |  
| |                                                   | Payment of notes & loan payable                     |                                                                                                    |                                                 | (48,687 | )                |         |        | (185,181 | )
| |                                                   | Due to related parties                              |                                                                                                    |                                                 | (9,097  | )                |         |        | (35,309  | )
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| |                                                   | Net Cash Used for Financing Activities              |                                                                                                    |                                                 | 188,082 |                  |         |        | 536,277  |  
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| | NET INCREASE (DECREASE) IN CASH                   |                                                     | $                                                                                                  | 123,349                                         |         |                  | $       | (3,236 | )       
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| |                                                   |                                                     |                                                                                                    | Cash  Beginning of Period                      |         |                  | 23,500  |        |          |   | 55,326   |  
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| |                                                   |                                                     |                                                                                                    | Cash  End of Period                            |         | $                | 146,849 |        |          | $ | 52,090   |  
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| |                                                   |                                                     |                                                                                                    |                                                 |         |                  |         |       
| | SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION: |                                                     |                                                                                                    |                                                 |         |                  |         |        |         
| |                                                   |                                                     |                                                                                                    | Interest Paid                                   |         | $                | 74,296  |        |          | $ | 61,652   |  
| |                                                   |                                                     |                                                                                                    | Income Taxes Paid                               |         | $                | -0-     |        |          | $ | -0-      |  

See Notes to Condensed Consolidated Financial Statements.

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##### Table of Contents



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

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

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

Note B  Nature of Business

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

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

Note C  Line of Credit

On 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 2.0%. To provide added security for the
loan, the Company also has obtained EximBank credit guarantees on
the Companys international receivables as invoices are issued and
assigned.

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, 2003 and 2002, the Company when reporting a net loss
and as such, no common share equivalents were included in the
computation of diluted net loss per share because the effect would
have been anti-dilutive.

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##### Table of Contents



Note E  Segment Accounting

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

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

|                |  |                    |           |                  |  |      |         |      |  |   |           |  |  |   |           | 
|--------------- |  | ------------------ | --------- | ---------------- |  | ---- | ------- | ---- |  | - | --------- |  |  | - | --------- | 
|                |  | Three Months Ended |           | Six Months Ended
|                |  | April 30,          |           | April 30,       
|                |  |                    |           |                 
|                |  | 2003               |           | 2002             |  | 2003 |         | 2002
|                |  |                    |           |                  |  |      |         |     
|International   |  | $                  | 935,236   |                  |  | $    | 691,501 |      |  | $ | 1,674,616 |  |  | $ | 1,134,847 | 
|Domestic        |  |                    | 310,567   |                  |  |      | 143,637 |      |  |   | 527,102   |  |  |   | 237,771   | 
|                |  |                    |           |                  |  |      |         |      |  |   |           |  |  |   |           | 
|Total Net Sales |  | $                  | 1,245,803 |                  |  | $    | 835,138 |      |  | $ | 2,201,718 |  |  | $ | 1,372,618 | 
|                |  |                    |           |                  |  |      |         |      |  |   |           |  |  |   |           | 

Note F  Equity

In April 2003 the Company issued 98,000 shares of common stock at a
cost of $11,760. The shares where issued to Directors for 2002
services, an officer as a part of a promotion and to clinicians for
services rendered.

Note G  Stock Options

In period ended April 30, 2003, the Company adopted the 2003 Stock
Option Plan, authorizing the Company to issue 2,500,000 shares of
common stock under this plan.

In 2003, the Company has elected to account for all stock options
issued under this Plan in accordance with Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based
Compensation, (SFAS 123). The Company accounts for stock options
issued to consultants and employees and for other services in
accordance with SFAS 123.

The fair market value of each stock option granted was estimated on
the date of grant using the Black-Scholes Option-Pricing Model in
accordance with SFAS 123 assuming: (1) a risk-free interest rate of
5.82% to 6.0%, (2) an expected life of five to nine years, (3) an
expected volatility of 101% to 141% and (4) no expected dividends.

A summary of the stock options issued as of April 30, 2003, is
presented below:

|                                     |                          |  |                   |           |                |   |                  |     | 
|------------------------------------ | ------------------------ |  | ----------------- | --------- | -------------- | - | ---------------- | --- | 
|                                     |                          |  |                   |           |                |   | Weighted Average
|                                     |                          |  | Number of Options |           | Exercise Price
|                                     |                          |  |                   |           |               
|                                     | Stock Options            |  |                   |           |                |   |                  |     | 
|Balance at beginning of period       |                          |  | 1,135,000         |           |                | $ | .34              |    
|                                     | Granted                  |  |                   | 1,802,000 |                |   |                  | .13 | 
|                                     | Exercised                |  |                   |          |                |   |                  |    | 
|                                     | Expired                  |  |                   |          |                |   |                  |    | 
|                                     |                          |  |                   |           |                |   |                  |    
|                                     | Balance at end of period |  |                   | 2,937,000 |                |   | $                | .23 | 
|                                     |                          |  |                   |           |                |   |                  |    
|Options exercisable at end of
period |                          |  | 1,105,000         |           |                | $ | .34              |    
|                                     |                          |  |                   |           |                |   |                  |    

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##### Table of Contents



The following table summarizes information about stock options at April
30, 2003:

|                |       |                |           |                  |                    |                |                  |                |                  |                |     |     |                    |     |           |   |         |         |     |     |      |     | 
|--------------- | ----- | -------------- | --------- | ---------------- | ------------------ | -------------- | ---------------- | -------------- | ---------------- | -------------- | --- | --- | ------------------ | --- | --------- | - | ------- | ------- | --- | --- | ---- | --- | 
|                |       |                |           |                  | Number Outstanding |                | Weighted Average |                |                  |                |     |     | Number Exercisable |     |           |   |        
|                |       |                |           |                  | at                 |                | Remaining        |                | Weighted Average |                | at  |     | Weighted Average  
|Exercise Prices |       | April 30, 2003 |           | Contractual Life |                    | Exercise Price |                  | April 30, 2003 |                  | Exercise Price
|                |       |                |           |                  |                    |                |                  |                |                  |               
|                | $ .05 |                |           | 50,000           |                    |                |                  | 7.69           |                  |                | $   | .05 |                    |     |           |  |         |         | $   | .05 |     
|                |       |                | .10       |                  |                    | 100,000        |                  |                |                  | 4.92           |     |     |                    | .10 |           |   |         | 100,000 |     |     |      | .10 | 
|                |       |                | .12       |                  |                    | 246,000        |                  |                |                  | 9.92           |     |     |                    | .12 |           |   |         |        |     |     |      | .12 | 
|                |       |                | .13       |                  |                    | 1,546,000      |                  |                |                  | 9.92           |     |     |                    | .13 |           |   |         |        |     |     |      | .13 | 
|                |       |                | .25       |                  |                    | 805,000        |                  |                |                  | 3.93           |     |     |                    | .25 |           |   |         | 805,000 |     |     |      | .25 | 
|                |       |                | .75       |                  |                    | 100,000        |                  |                |                  | 1.79           |     |     |                    | .75 |           |   |         | 100,000 |     |     |      | .75 | 
|                |       | 3.00           |           |                  | 100,000            |                |                  |                | 1.69             |                |     |     | 3.00               |     |           |   | 100,000 |         |     |     | 3.00 |    
|                |       |                |           |                  |                    |                |                  |                |                  |                |     |     |                    |     |           |   |         |         |     |    
|$               |       |                | 2,937,000 |                  |                    |                | 4.12             |                |                  | $              | .34 |     |                    |     | 1,105,000 |   |         | $       | .34 |    
|                |       |                |           |                  |                    |                |                  |                |                  |                |     |     |                    |     |           |   |         |         |     |    

Stock Warrants. During 1998, the Company issued warrants to purchase
an aggregate of 20,000 shares of the Companys common stock to two
consultants. The warrants are exercisable between October 25, 1998
and September 30, 2003 at an exercise price of $0.10 per share. As
of April 30, 2003, none of these warrants have been exercised.

Note H  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 I  Liquidity

During the six months ended April 30, 2003, the Company incurred a
negative cash flow from operating activities of ($24,435) and net
loss of ($48,565), an improvement from prior quarter of $41,707. As
of April 30, 2003 the Company had an accumulated deficit of
$864,776, positive working capital of $462,273, and positive
stockholders equity of $1,586,669. As of April 30, 2003, the
Company had $146,849 in cash, $893,760 in net accounts receivable,
and $1,823,794 in inventory. The Company had accounts payable,
accrued expenses and other payables in the aggregate of $448,072,
revolving loans payable of $1,522,677, and notes and loans payable 
current of $402,355 (of which $128,330 relates to debtors that are
unable to be located, under the Chapter XI bankruptcy settlement
dated February 12, 1997). (also see MD&A section titled
Liquidity and Capital Resources on page 10)




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.

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Revenue Recognition.Revenues are recognized at the time of shipment
of the respective merchandise. Revenues in the accompanying
financial statements for the three and six months ended April 30,
2003 and 2002 are presented net of returns and allowances, sales
discounts, advertising and promotions. The increase in revenues for
the three and six months ended April 30, 2003 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.

Allowance for Doubtful Accounts.The Company regularly monitors and
assesses its risk of not collecting amounts owed to it by its
customers. This evaluation is based upon an analysis of amounts
currently and past due along with relevant history and facts
particular to the customer. Based upon the results of this analysis,
the Company records an allowance for uncollectible accounts for this
risk. This analysis requires the Company to make significant
estimates, and changes in facts and circumstances could result in
material changes in the allowance for doubtful accounts.

Asset Impairment.The Company reviews its long-lived assets and
identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the carrying amount of the asset may
not be recoverable. In performing the review for recoverability,
the Company estimates the future cash flows expected to result from
the use of the asset and its eventual disposition. If the sum of
the expected future cash flows (undiscounted and without interest
charges) is less than the carrying amount of the asset, an
impairment loss is recognized. Otherwise, an impairment loss is not
recognized. Measurement of an impairment loss for long-lived assets
and identifiable intangibles would be based on the fair value of the
asset.

RESULTS OF OPERATIONS (3 MONTHS 2003 VS 3 MONTHS 2002)

Volume.Net sales (revenues) for the quarter increased by 49% over
the comparable prior year quarter. The increase in sales is
attributable to growth of both the domestic and international
markets. The domestic market increased by 116% and the
international market by 48% over the comparable prior year quarter.
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 increased by 53% over the
comparable prior year quarter and resulted in approximately the same
costs of goods realized to net sales.

Gross Profit.Gross profit for the period increased by 48% over the
comparable prior year quarter, and gross margin percentage decreased
from 71% to 70%. The decrease is a direct result of increased
product promotions for the period which increased cost of goods
sold.

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Selling Expenses.Selling expenses reflect a decrease over the
comparable prior year quarter of 16%. The decrease is attributable
to no hire expenses having been incurred this quarter over the same
prior year period. 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 24% over the comparable prior year quarter,
but represented a lower percent of net sales over the comparable
prior year period. These increased expenses are attributable to the
continued market development, substantial increases in insurance and
accounting costs, freight and royalty expenses as sales increase,
and marketing and advertising literature development.

Operating Income.Results from operations totaled $34,959 compared to
a loss of ($217,217) for the same prior year quarter or an
improvement of 116%. The improved results are a direct result of
increased revenues and cost controls in place.

Other Income/Expenses.Overall other income and expenses decreased to
$6,748 from ($31,881) due limited stock costs having been incurred
for financing or outside activities for the quarter. Net grant
activity for the quarter (income net of expenses) was positive, was
realized for grants received for specific research being completed,
and any gain is limited to administration costs with the remaining
funds being utilized for future costs to be incurred. Interest
expense increased by 56% over the comparable prior year quarter, and
was a result of higher debt outstanding.

Net Loss.Net income for the quarter was $41,707 compared to a loss
of ($249,098) for the comparable quarter prior year or a 117%
improvement. The improved results are due to the continued gain in
sales and expense controls in place.

RESULTS OF OPERATION (6 MONTHS 2003 VS 6 MONTHS 2002)

Volume.Net sales (revenues) for the six months ending April 30,
2003, increased by 60% 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 122% and
the international market by 48% 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 109% over the comparable prior year period and resulted in an
increase in over all costs due to the rebuilding of inventory after
the fire in 2001.

Gross Profit.Gross profit for the six month period increased by 45%
over the comparable prior year period, and the related gross margin
percentage decreased from 76% to 69%. The decrease is a direct
result of increased product promotions for the six months ended
April 30 ,2003, initiated by management to increase market
penetration.

Selling Expenses.Selling expenses reflect a decrease over the
comparable prior year period of 14%. The decrease is attributable
to no hire expenses having been incurred six months year-to-date
over the same prior year period. 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 17% over the comparable prior year six month
period, but represented a considerably lower percent of net sales
over the comparable prior

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##### Table of Contents



year period. The increased expenses are attributed to continued
market development, substantial increases in insurance and
accounting costs, freight and royalty expenses as sales increase,
and marketing and advertising literature development.

Operating Income.Results from operations totaled a loss of ($55,592)
compared to a loss of ($497,539) for the same prior year period or
an improvement of 89%. The improved results are a direct result of
increased revenues realized and cost controls in place. Losses
realized in the past five quarters have been mitigated by the end of
the second quarter 2003, and as sales efforts continue the Company
anticipates to generate increased revenues with its marketing and
operating staff.

Other Income/Expenses.Overall other income and expenses decreased to
$7,027 from ($43,301) due limited stock costs having been incurred
for financing or outside activities for the quarter. Net grant
activity for the quarter (income net of expenses) was positive, was
realized for grants received for specific research being completed,
and any gain is limited to administration costs with the remaining
funds being utilized for future costs to be incurred. Interest
expense increased by 56% over the comparable quarter prior year, and
was a result of higher debt outstanding.

Net Loss.Net loss for the six months was ($48,565) compared to a
loss of ($540,840) for the comparable prior year period or a 91%
improvement. The improved results are due to the continued gain in
sales and expense controls in place.

LIQUIDITY and CAPITAL RESOURCES

On February 26, 2003, the Company accepted a new commitment letter
from CommerceBank NA (CB). Under the facility, CB commits to
increase its current line of credit under the revolving loan payable
to a maximum of $2,000,000 from $1,250,000. This line of credit is
an asset based line of credit to finance foreign accounts receivable
and inventory destined for export. The amount available under this
line of credit is subject to a monthly borrowing base, as defined in
the agreement. EximBank US is guaranteeing 90% of the loan.
Additionally, a revolving line of credit in the amount of $250,000
(a separate facility under the $2,000,000 line) for domestic
receivables was provided and is available as long as the credit line
on the international receivables and inventory does not exceed
1,750,000. The second line of credit provides the Company added
availability so long as the primary line is not fully utilized. The
amount available under this line of credit is subject to a monthly
borrowing base, as defined in the agreement. The interest rate for
both of these facilities will be the Wall Street Journal Prime Rate
plus two percent and is due monthly. The principal under these
lines of credit will be due on demand with an annual financial
review date of December 31. The new line provides the Company
sufficient working capital to meet its budget. Additionally, the
Company has in the short-run no need for new or added machinery and
its manufacturing capacity is sufficient to meet its objectives for
the fiscal year.

In an effort to increase sales, the Company has increased its sales
force throughout 2002. The increase in the sales force has improved
sales for the first six months of 2003 over the comparable period
prior year by 60%. The increase in the domestic sales force has
improved sales by over 121% for the two quarter ended April 30,
2003, compared to the same period prior year and approximately 43%
for the second quarter compared to the first quarter (unaudited)
fiscal year 2003. Additionally, due to ever changing economic
conditions (weak US$, improved European and Asian market conditions)
the international sales realized have also improved considerably.
International sales for the quarter ending April 30 increased by 35%
and year-to-date April 30 by 48% for fiscal year 2003 compared to
2002.

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As reflected in the accompanying financial statements and as of
April 30, 2003, the Company had an accumulative deficit of $864,776,
a net loss from operations of ($48,565) and a net cash outflow from
operating activities of ($24,435), an improvement over the
comparable period prior year and from the prior quarter. The
improved results are positive but if not maintained can impact the
ability of the Company to continue as a going concern. The ability
of the Company to continue as a going concern is dependent on the
Companys ability to raise additional capital and implement its
business plan.

Management plans to continue its efforts to increase sales at a
comparable rate for the rest of fiscal year 2003 while maintaining
approximately the same level of selling expenses incurred during
fiscal year 2002. The increase in sales for 2002 and the first
quarter of 2003 is indicative of the Company recovering from the
fire that occurred during fiscal year 2001 that disrupted
operations. During fiscal year 2002, the Company was able to
replenish inventory destroyed in the fire to a level that has
provided the Company the ability to meet its sales demands. Since
substantially all of the Companys manufacturing equipment was
replaced with new equipment that is technologically more efficient
and has increased capacity, the Company has utilized the efficiency
and increased capacity for manufacturing by increasing its sales.

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

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

The Company anticipates having adequate capital and liquidity for
the next 12 months. The Company had no material capital expenditure
commitments at April 30, 2003.

OUTLOOK

Revenues achieved for the six months ended April 30, 2003, exceeded
budget by 1%. Net income objectives for the six months ended April
30, 2003, still resulted in a net loss but consisted of only 41% of
the budgeted loss. Management expects to be at break-even or be
profitable thereafter. Additionally, the introduction of the
state-of-the-art Laser-Lok Implant the next quarter is expected to
dramatically increase the Companys recognition, market presence and
growth potential.

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.

12



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##### Table of Contents



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




Item 3. Controls and Procedures

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

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

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

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

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

13



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##### Table of Contents






PART II.




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

(a)  Exhibits

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

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



---

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

(b) Reports on Form 8-K filed originally May 15, 2003 with a
revised filing issued May 20, 2003, detailing
change of Accountants.

14



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##### Table of Contents






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)
|                    |  |                                        
|                    |  |                                        
|                    |  | By /s/ Bruce L. Hollander              
|                    |  |                                        
|                    |  | Bruce L. Hollander, President          
|Date: June 12, 2003 |  |                                        

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

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

Bruce L Hollander |  | President, CEO and Director               |  | Date: June 12, 2003
|                                          |  |                                           |  |                    
|                                          |  |                                           |  |                    
|/s/ Ingo K. Kozak

Ingo K. Kozak          |  | VP  Finance, CFO, Secretary and Director |  | Date: June 12, 2003

15



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##### Table of Contents






CERTIFICATIONS

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

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

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

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

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



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



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



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

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



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



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

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

|                    |  |                                         
|------------------- |  | ----------------------------------------
|Date: June 12, 2003 |  | /s/ Bruce L. Hollander , President & CEO
|                    |  |                                         
|                    |  | Signature and Title                     

16



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##### Table of Contents






CERTIFICATIONS

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

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

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

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

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



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



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



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

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



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



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

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

|                    |  |                                         
|------------------- |  | ----------------------------------------
|Date: June 12, 2003 |  | /s/ Ingo K. Kozak , VP  Finance and CFO
|                    |  |                                         
|                    |  | Signature and Title                     

17