UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB



|[X]   | QUARTERLY REPORT PURSUANT TO SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|----- | ----------------------------------------------------------------------------------------------
|      |                                                                                               
|      | For the Quarter endingApril
      30, 2004                                                    
|      |                                                                                               
|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1943.     
|      |                                                                                               
|      | For the Transition period from ________________________
      to _____________________________



Commission file number33-24566-A

BIO-LOK INTERNATIONAL INC. (Name of registrant in its charter)

|DELAWARE                                                  | 65-0317138         
|--------------------------------------------------------- | -------------------
|(State or other jurisdiction
      of                     | (IRS Employer      
|incorporation or organization)                            | Identification No.)
|                                                          |                    
|318 S. Military Trail,
      Deerfield Beach, Florida     | 33442              
|(Address of principal executive
      offices)            | (Zip Code)         
|                                                          |                    
|Registrant's telephone number,
      including area code: | (954) 698-9998     



---

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.	YESXNO .

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. 	YESNO .

APPLICABLE ONLY TO CORPORATE ISSUERS

As of April 30, 2004, the Registrant had 7,237,873 Common Stock shares outstanding, at a par value $.01 per share.

---

TABLE OF CONTENT

|PART I                                                      |                                                                                   |  |    |    | 
|----------------------------------------------------------- | --------------------------------------------------------------------------------- |  | -- | -- | 
|                                                            |                                                                                   |  |    |    | 
|Item 1.                                                     | Financial Statements                                                              |  |    | 3  | 
|                                                            | Condensed Consolidated
      Statement of Operations for the three and six months |  |    |   
|                                                            | ended
      April 30, 2004 and 2003 (unaudited)                                   |  |    |    | 
|                                                            | Condensed Consolidated Balance Sheets
      as of April 30, 2004 (unaudited)      |  |    |   
|                                                            | and
      October 31, 2003                                                        |  |    |    | 
|                                                            | Condensed Consolidated Statements
      of Cash Flows for six months              |  |    |    | 
|                                                            | ended
      April 30, 2004 and 2003 (unaudited)                                   |  |    |    | 
|                                                            | Notes to Condensed Consolidated
      Financial Statements                        |  |    |    | 
|                                                            |                                                                                   |  |    |    | 
|Item 2.                                                     | Managements Discussion
      and Analysis of Financial Results of Operations     |  |    |   
|                                                            | and
      Financial Condition                                                     |  |    | 8  | 
|                                                            |                                                                                   |  |    |    | 
|Item 3.                                                     | Controls and Procedures                                                           |  |    | 11 | 
|                                                            |                                                                                   |  |    |    | 
|                                                            |                                                                                   |  |    |    | 
|PART II                                                     |                                                                                   |  |    |    | 
|                                                            |                                                                                   |  |    |    | 
|Item 6.                                                     | Exhibits, List and Reports on Form
      8-K                                      |  |    | 12 | 
|                                                            |                                                                                   |  |    |    | 
|Signatures                                                  |                                                                                   |  |    | 13 | 
|                                                            |                                                                                   |  |    |    | 
|Certification  -  PRESIDENT & CEO CERTIFICATION SECTION 302 |                                                                                   |  | 14 |   
|Certification-  VP-FINANCE & CFO CERTIFICATION SECTION 302  |                                                                                   |  | 15 |   
|Certification  -  CEO CERTIFICATION PUSUANT SECTION 906     |                                                                                   |  | 16 |   
|Certification  -  CFO CERTIFICATION PUSUANT SECTION 906     |                                                                                   |  | 17 |   





---

2

---

PART I

Item 1. Financial Statements

BIO-LOK INTERNATIONAL INC. and SUBSIDIARIESCondensed Consolidated Statement of Operations(Unaudited)

|                           | Three Months Ended |           |      | Six Months Ended |          
|-------------------------- | ------------------ | --------- | ---- | ---------------- | ---------
|                           | April 30,          |           |      | April 30,        |          
|                           |                    |           |      |                  |          
|                           | 2004               |           | 2003 |                  |          
|                           |                    |           |      |                  |          
|                           |                    |           |      |                  |          
|Net Sales                  | $                  | 1,276,109 |      | $                | 1,245,803
|Cost of Goods Sold         |                    | 367,590   |      |                  | 369,140  
|                           |                    |           |      |                  |          
|                           |                    |           |      |                  |          
|GROSS PROFIT               |                    | 908,519   |      |                  | 876,663  
|                           |                    |           |      |                  |          
|                           |                    |           |      |                  |          
|Selling                    |                    | 321,327   |      |                  | 341,459  
|Admin. & General Exp.      |                    | 585,231   |      |                  | 500,245  
|                           |                    |           |      |                  |          
|                           |                    | 906,558   |      |                  | 841,704  
|                           |                    |           |      |                  |          
|                           |                    |           |      |                  |          
|Operating Income           |                    | 1,961     |      |                  | 34,959   
|                           |                    |           |      |                  |          
|                           |                    |           |      |                  |          
|Other Income               |                    | 75,945    |      |                  | -0       
|Net Grant Income           |                    | 35,000    |      |                  | 56,596   
|Interest Expense           |                    | (35,579   | )    |                  | (49,842  
|Other Expenses             |                    | 435       |      |                  | (6       
|                           |                    |           |      |                  |          
|                           |                    | 75,801    |      |                  | 6,748    
|                           |                    |           |      |                  |          
|                           |                    |           |      |                  |          
|Income (Loss) before Taxes |                    | 77,762    |      |                  | 41,707   
|Income Taxes               |                    | -0        | -    |                  | -0       
|                           |                    |           |      |                  |          
|                           |                    |           |      |                  |          
|NET INCOME (LOSS)          | $                  | 77,762    |      | $                | 41,707   
|                           |                    |           |      |                  |          
|                           |                    |           |      |                  |          
|Net Income Available to    |                    |           |      |                  |          
|Common Share Owners        | $                  | 77,762    |      | $                | 41,707   
|                           |                    |           |      |                  |          
|Net Income (Loss) per      |                    |           |      |                  |          
|Common Share               | $                  | .01       |      | $                | .01      
|                           |                    |           |      |                  |          
|Diluted Net Income per     |                    |           |      |                  |          
|Common Share               | $                  | .01       |      | $                | .01      
|                           |                    |           |      |                  |          
|                           |                    |           |      |                  |          
|Average Common Shares      |                    |           |      |                  |          
|Outstanding                |                    | 7,154,616 |      |                  | 6,691,781
|                           |                    |           |      |                  |          
|Diluted Average Common     |                    |           |      |                  |          
|Shares outstanding         |                    | 8,330,296 |      |                  | 6,794,981

See Notes to Condensed Consolidated Financial Statements.

3

---

BIO-LOK INTERNATIONAL INC. and SUBSIDIARIES
Condensed Consolidated Balance Sheets

|                                      |  | April
      30, |           | October
      31, |          
|------------------------------------- |  | --------------- | --------- | ----------------- | ---------
|                                      |  | 2004            |           | 2003              |          
|                                      |  |                 |           |                   |          
|                                      |  | (unaudited)     |           |                   |          
|ASSETS                                |  |                 |           |                   |          
|Current Assets                        |  |                 |           |                   |          
|Cash                                  |  | $               | 77,076    |                   | $        
|Accounts
      Receivable, net        |  |                 | 1,088,880 |                   |          
|Inventory                             |  |                 | 1,949,628 |                   |          
|Other
      Current Assets            |  |                 | 121,371   |                   |          
|                                      |  |                 |           |                   |          
|Total Current Assets                  |  |                 | 3,236,955 |                   |          
|                                      |  |                 |           |                   |          
|                                      |  |                 |           |                   |          
|Net Property, plant
      & equipment |  | 1,163,379       |           |                   | 1,126,834
|                                      |  |                 |           |                   |          
|                                      |  |                 |           |                   |          
|Other Assets                          |  |                 |           |                   |          
|Patents & related
      costs, net    |  | 150,276         |           |                   | 115,144  
|Inventory                             |  |                 | 127,432   |                   |          
|Other
      Assets and Deposits       |  |                 | 37,255    |                   |          
|                                      |  |                 |           |                   |          
|                                      |  |                 | 314,963   |                   |          
|                                      |  |                 |           |                   |          
|TOTAL ASSETS                          |  | $               | 4,715,297 |                   | $        
|                                      |  |                 |           |                   |          
|                                      |  |                 |           |                   |          
|LIABILITIES & EQUITY                  |  |                 |           |                   |          
|Current Liabilities                   |  |                 |           |                   |          
|Revolving
      Loan payable          |  | $               | 1,933,030 |                   | $        
|Notes & Loans
      payable  current |  | 344,510         |           |                   | 407,343  
|Capital
      Leases  current        |  |                 | 70,187    |                   |          
|Accounts
      Payable                |  |                 | 154,066   |                   |          
|Accrued
      expenses                |  |                 | 239,797   |                   |          
|Due
      to stockholders             |  |                 | -0-       |                   |          
|                                      |  |                 |           |                   |          
|Total Current Liabilities             |  |                 | 2,741,590 |                   |          
|                                      |  |                 |           |                   |          
|                                      |  |                 |           |                   |          
|Long-Term Liabilities                 |  |                 |           |                   |          
|Capital
      Leases - noncurrent     |  | 15,928          |           |                   | 47,531   
|                                      |  |                 |           |                   |          
|Total Long-Term Liabilities           |  |                 | 15,928    |                   |          
|                                      |  |                 |           |                   |          
|Total Liabilities                     |  |                 | 2,757,518 |                   |          
|                                      |  |                 |           |                   |          
|                                      |  |                 |           |                   |          
|STOCKHOLDERS EQUITY                  |  |                 |           |                   |          
|Preferred Stock 
      authorized    |  |                 |           |                   |          
|500,000 par value
      $.75;         |  | -0-             |           |                   | -0-      
|Common Stock - authorized             |  |                 |           |                   |          
|20,000,000, par value
      $.01;     |  |                 |           |                   |          
|outstanding
      7,237,873 and       |  |                 |           |                   |          
|7,153,701
      shares;               |  |                 | 72,379    |                   |          
|Treasury Stock (17,327
      common   |  |                 |           |                   |          
|Shares)                               |  |                 | (7,277    | )                 |          
|Paid-in Capital                       |  |                 | 2,593,154 |                   |          
|Retained Earnings                     |  |                 | (700,477  | )                 |          
|                                      |  |                 |           |                   |          
|Total Equity                          |  |                 | 1,957,779 |                   |          
|                                      |  |                 |           |                   |          
|                                      |  |                 |           |                   |          
|TOTAL LIABILITIES & EQUITY            |  | $               | 4,715,297 |                   | $        
|                                      |  |                 |           |                   |          

* The balance sheet at October 31, 2003, 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.

4

---

BIO-LOK INTERNATIONAL INC. and SUBSIDIARIESCondensed Consolidated Statements of Cash Flows(Unaudited)

|                                                  | Six Months Ended |         
|------------------------------------------------- | ---------------- | --------
|                                                  | April 30,        |         
|                                                  |                  |         
|                                                  | 2004             |         
|                                                  |                  |         
|                                                  |                  |         
|OPERATING ACTIVITIES:                             |                  |         
|Net Income
      (Loss)                           | $                | 106,429 
|Adjustments
      to reconcile net income (loss)  |                  |         
|to
      net cash provided by (used in) operating |                  |         
|activities:                                       |                  |         
|Depreciation
      & amortization                 |                  | 81,023  
|Issuance
      of Common Stock for service        |                  | 23,680  
|Options
      expense (amortization)              | 56,862           |         
|Change
      in Current assets & liabilities:     |                  |         
|(Incr.)
      decr. in accts. rec                 |                  | (87,355 
|(Incr.)
      decr. in inventories                |                  | (37,739 
|(Incr.)
      decr. in Other current assets       |                  | (47,777 
|(Incr.)
      decr. in deposits & other assets    |                  | (21,954 
|Incr.
      (decr.) in A/P & Accr. exp.           |                  | 41,041  
|                                                  |                  |         
|Net Cash provided
      by (used in) Operating    |                  |         
|Activities                                        |                  | 114,210 
|                                                  |                  |         
|                                                  |                  |         
|INVESTING ACTIVITIES:                             |                  |         
|Investment
      in Patents & related intangibles |                  | (41,894 
|Purchase of
      Property, plant & equipment     |                  | (110,806
|                                                  |                  |         
|Net Cash used
      in Investing Activities       |                  | (152,700
|                                                  |                  |         
|                                                  |                  |         
|FINANCING ACTIVITIES:                             |                  |         
|Net proceeds
      - revolving loan payable       |                  | 167,326 
|Payments on
      capital leases                  |                  | (27,485 
|Payment of
      notes & loan payable             |                  | (62,833 
|Due to Stockholders                               |                  | (2,294  
|                                                  |                  |         
|Net Cash provided
      by Financing Activities   | 74,714           |         
|                                                  |                  |         
|                                                  |                  |         
|NET INCREASE IN CASH                              | $                | 36,224  
|                                                  |                  |         
|Cash
      - Beginning of Period                  |                  | 40,852  
|                                                  |                  |         
|Cash
      - End of Period                        | $                | 77,076  
|                                                  |                  |         
|                                                  |                  |         
|SUPPLEMENTAL DISCLOSURE OF
      CASH FLOW        |                  |         
|INFORMATION:                                      |                  |         
|Interest
      Paid                               | $                | 73,140  
|Income
      Taxes Paid                           | $                | -0-     

See Notes to Condensed Consolidated Financial Statements.

5

---

BIO-LOK INTERNATIONAL INC. and SUBSIDIARIES
Notes to Condensed Consolidated Financial Statement(Unaudited)

Note A - Basis of Presentation

The financial statements represent the activities of all the accounts of Bio-Lok International Inc. (Bio-Lok) and its subsidiaries. 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/A, as filed with the SEC on February 12, 2004.

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

Note B - Nature of Business

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

Revenues are attributable to the distribution and sale of its manufactured or purchased for resale products and are recognized when products are shipped.

Note C  Line of Credit

On March 26, 2003, the Company executed a new revolving loan agreement with CommerceBank, N.A., for a maximum loan amount of $2,000,000. The Company pledged essentially all of its assets as collateral to secure the loan
arrangement.  The interest rate is the prime rate in effect plus 2%. To provide added security for the loan, the Company also has obtained EximBank credit guarantees on the Companys inventory allocated for international sales and qualified
international receivables as invoices are issued and assigned. The principal under the line of credit is due on demand with an annual financial review date of December 31. Currently, the line of credit has been extended to July 31, 2004.

The Companys long-term debt agreements contain
  various loan covenants. At October 31, 2003, the Company was not in compliance
  with these covenants, hence the bank note payable is classified as short-term
  debt. The Company has received a waiver in writing from its bank for all loan
  covenants through July 31, 2004.

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 months and six months
ended April 30, 2004, and three month ended April 30, 2003, the Company reported a net income and as such, common share equivalents were included in the computation of diluted net income per share. For the six months ended April 30, 2003, the
Company reported a net loss, hence no common share equivalents were included in the computation of diluted net loss per share because the effect would have been anti-dilutive.

6

---

Note E  Segment Accounting

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

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

|          |                 | Three Months Ended |         |      | Six Months Ended |        
|--------- | --------------- | ------------------ | ------- | ---- | ---------------- | -------
|          |                 | April 30,          |         |      | April 30,        |        
|          |                 |                    |         |      |                  |        
|          |                 | 2004               |         | 2003 |                  |        
|          |                 |                    |         |      |                  |        
|          |                 |                    |         |      |                  |        
|Net Sales | - Domestic      | $                  | 325,382 |      | $                | 310,567
|          | - International |                    | 950,727 |      |                  | 935,236

Note F  Shipping and Handling

Amounts billed to customers for shipping and handling are included in revenue at the time the related product revenue is recognized. The costs incurred related to shipping are included in expenses.

Note G  Stock Options

To date 2004, under the Stock Option Plan, a total of 30,000 stock options have been issued to employees of the Company.

Stock issued to employees has been recorded at intrinsic value in accordance with APB 25 and options issued to third parties and clinicians have been recorded at fair market value as calculated using the Black Scholes
model in accordance with SFAS 123. The proforma disclosure on net income, had the Company used the fair value based method of accounting for its stock options granted in 2002 and 2001 and charged operations over the option vesting periods based on
the fair value of options at the date of grant, is minimal.

The fair market value of each stock option granted to non-employees 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 ten years, (3) an expected volatility of 101% to 141% and (4) no expected dividends.

A summary of the stock options issued is presented below as of April 30, 2004:

|                                     |                   |  | Weighted
      Average |    
|------------------------------------ | ----------------- |  | ---------------------- | ---
|                                     | Number of Options |  | Exercise Price         |    
|                                     |                   |  |                        |    
|Stock Options                        |                   |  |                        |    
|Balance at beginning of period       | 3,347,000         |  | $                      | .34
|Granted                              | 30,000            |  |                        | .05
|Exercised                            |                  |  |                        |   
|Expired                              |                  |  |                        |   
|                                     |                   |  |                        |    
|Balance at end of period             | 3,377,000         |  | $                      | .34
|                                     |                   |  |                        |    
|Options exercisable at end of period | 1,135,000         |  | $                      | .34
|                                     |                   |  |                        |    

7

---

The following table summarizes information about stock options at April 30, 2004:

|         |      | Number      |           | Weighted    |      |          |   | Number      |  |           |          |  
|-------- | ---- | ----------- | --------- | ----------- | ---- | -------- | - | ----------- |  | --------- | -------- | -
|         |      | Outstanding |           | Average     |      | Weighted |   | Exercisable |  |           | Weighted |  
|         |      | at          |           | Remaining   |      | Average  |   | at          |  |           | Average  |  
|Exercise |      | April 30,   |           | Contractual |      | Exercise |   | April 30,   |  |           | Exercise |  
|Prices   |      | 2004        |           | Life        |      | Price    |   | 2004        |  |           | Price    |  
|         |      |             |           |             |      |          |   |             |  |           |          |  
|$        | .05  |             | 80,000    |             | 8.44 |          | $ | .05         |  | 30,000    |          | $
|         | .10  |             | 100,000   |             | 4.67 |          |   | .10         |  | 100,000   |          |  
|         | .12  |             | 246,000   |             | 9.67 |          |   | .12         |  |          |          |  
|         | .13  |             | 1,546,000 |             | 9.67 |          |   | .13         |  |          |          |  
|         | .25  |             | 805,000   |             | 3.68 |          |   | .25         |  | 805,000   |          |  
|         | .75  |             | 100,000   |             | 1.54 |          |   | .75         |  | 100,000   |          |  
|         | 3.00 |             | 100,000   |             | 1.54 |          |   | 3.00        |  | 100,000   |          |  
|         | (*)  |             | 400,000   |             |     |          |   |            |  |          |          |  
|         |      |             |           |             |      |          |   |             |  |           |          |  
|$        |      |             | 3,377,000 |             | 3.87 |          | $ | .34         |  | 1,135,000 |          | $
|         |      |             |           |             |      |          |   |             |  |           |          |  

(*)  Performance based options consisting of 200,000 shares to each of two individuals (aggregating 400,000 shares) that represented the sellers of Orthogen Corporation to the Company; subsequent to the acquisition one
individual became an employee and the other a consultant. (See Note 10(A) and (B)).

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, 2004, the Company successfully controlled costs and continued to be profitable, realizing net income of $106,429 and cash flow from operations of $114,210. In addition as of April
30, 2004, the Company had an accumulated deficit of $700,477, positive working capital of $495,365 and positive stockholders equity of $1,957,779. As of April 30, 2004, the Company had $77,076 in cash, $1,088,880 in net accounts receivable,
and $1,949,628 in inventory. The Company had accounts payable, accrued expenses and other payables in the aggregate of $393,863, revolving loans payable of $1,933,030, and notes and loans payable  current of $344,510.

Results continue to improve quarter by quarter but if not maintained can negatively impact the Company. The ability of the Company to implement its business plan is dependent on the Companys ability to raise
additional funding and/or capital. In addition, there is no guarantee that the current financing arrangement will continue indefinitely.  If adequate funds are not available either through operations or financing arrangements, the Company may be
required to delay or scale back the growth of operations and product and service development efforts.

Note J  Notes Payable

Since December 31, 2003, CommerceBank N.A. in conjunction with Exim Bank have extended the Companys $2,000,000 line of credit to July 31, 2004.

8

---

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

CRITICAL ACCOUNTING POLICIES

Financial Reporting Release No. 60, which was recently released by the U.S. Securities and Exchange Commission, encourages all companies to include a discussion

of critical accounting policies or methods used in the preparation of financial statements. Our financial statements include a summary of the significant accounting policies and methods used in the preparation of our
financial statements.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Revenue Recognition.Revenues are recognized at the time of shipment of the respective merchandise. Revenues in the accompanying financial statements for the six months ended
April 30, 2004 and 2003 are presented net of returns and allowances, product promotions and sales discounts. The increase in revenues for the three months ended April 30, 2004 was primarily due to increased marketing and sales promotional
efforts.

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, 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.

Facilities.Effective March 15, 2004, the Company leased an additional 5,280 sq. feet of office space and remodeled its existing 7,690 sq. feet of space to accommodate only
its manufacturing and plant operations. A new lease was entered into for both facilities for a three (3) year term with a termination date of February 28, 2007.  To renovate and occupy the total space the Company incurred approximately $50,000 in
leasehold improvements which is being amortized over the life of the facility lease.

RESULTS OF OPERATIONS(3 MONTHS ENDED APRIL 30, 2004 VS 3 MONTHS ENDED APRIL 30, 2003)

VolumeThe net sales (revenues) for the quarter increased by 2% over the prior year comparable quarter.  Both the domestic and international market increased slightly over
the comparable prior year quarter and reflected continued improved market penetration.

Cost of Goods SoldCost of goods sold reflected no material change over the comparable prior year quarter. Costs should remain fairly constant for the following quarters as
sales continue to increase and manufacturing capacity is brought on-line ahead of growth.

9

---

Gross ProfitGross profit for the period increased by 4% over the prior year comparable quarter.  Gross margin percentages remained constant for the quarter. Margins are
expected to remain fairly constant because of the continued effort by management to build markets.

Selling ExpensesSelling expenses for the quarter decreased by 6% over the prior year comparable quarter and is a direct result of lower sales staff being in place over the
quarter. Added sales staff is being hired and costs are expected to increase over the ensuing months.

Administrative & General ExpensesAdministrative and general expenses increased by 17% over the comparable quarter of 2003. The increased expenses incurred for the
quarter compared to the same quarter prior year was due to higher compensation and benefits due to stock issued under the 401k Plan, employment fees, consulting fees, travel/living and entertainment, office expenses due to the added facility space,
financial service fees and increased other expense incurred.

Operating IncomeResults from operations totaled $2k compared to $35k for the same prior year comparable quarter.  The reduced results are a direct result of increased
expenses incurred for the quarter as detailed under administrative and general expenses.

Other Income/ExpensesDuring the quarter the Company received its final insurance payment for loss of revenue from the machine fire of 2001 totaling $75,945. For the quarter
the net grant activity (income net of expenses) was positive, and the gain was limited to administrative and employee costs reimbursed.  Interest expense decreased by 29% over the comparable quarter prior year, and was a result of lower interest
rates on the borrowings outstanding on the revolving line of credit due to a lower prime rate.

Net Income (Loss)Net
  income for the quarter was $77,762 compared to $41,707 for the three months
  ended April 30, 2003. The improved results are due to the continued gain in
  sales and the insurance payment received.

LIQUIDITY and CAPITAL RESOURCES

On March 26, 2003, the Company replaced its $1,500,000
  asset-based credit facility with a working capital line of credit of $2,000,000
  utilizing CommerceBank NA at an interest rate 2% above the Prime Rate. The facility
  is secured by substantially all of the Companys assets. The line of credit
  is an asset-based line of credit for the financing of foreign accounts receivables
  and inventory destined for export. The amount available under the line of credit
  is subject to a monthly borrowing base, as defined in the agreement. EximBank
  US is guaranteeing 90% of the loan. Under the second facility, CommerceBank,
  N.A. issued a revolving line of credit in the amount of $250,000. This line
  of credit is an asset based line of credit to finance domestic accounts receivables.
  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
  is the published Wall Street Journal Prime Rate plus two percent and is due
  monthly. The principal under the lines of credit are due on demand with an annual
  financial review date of December 31. The collateral for these facilities consists
  of a blanket, first priority UCC-1 lien on all of the Companys assets.
  As of April 30, 2004, the line was extended to July 31, 2004.

On November 26, 2001, the Company entered into an equipment loan of $300,000 from a lender at an interest rate of 7.5% for a term of five years.    The loan was collateralized with existing equipment and repayable over
the initial 12 months at interest only and equal payments over the remaining 48 months.

10

---

The Companys current ratio continues to increase and was 1.18 on April 30, 2004, up from 1.15 on October 31, 2003, due to sales growth.  The Companys revolving loan payable increased by $515,703 in 2003 and
$167,326 year-to-date 2004.  The increase was due to the market developments initiated by management. As market penetration and related sales growth are achieved, the current ratio is expected to continue to increase in fiscal year 2004.

In an effort to increase sales related to the Companys business, the Company has actively been developing its sales force since 2002.  The management plan has improved sales continually.  Management plans to
continue its efforts to increase sales at a comparable rate for the rest of fiscal year 2004 with limited expense increases over the prior year.

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

Future financing may not be available on a timely basis 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.

To assist and provide support in obtaining alternate funding and financing, either equity or via acquisition, the Company has engaged Capitalink, L.C. of Coral Gables, Florida.

The Company anticipates having adequate capital and liquidity for the next 12 months. The Company has capital expenditure commitments outstanding at April 30, 2004, of $158,000.  The capital commitment is for two (2)
new CNC machines which are being delivered and brought on-line during May totaling approximately $127,000, and an upgrade along with expansion of its current telecommunications requirements totaling approximately $31,000.

OUTLOOK

Net income objectives for the first six months 2004 resulted in a gain from the budgeted amount and management expects to continue to operate at a break-even or slight profit over the ensuing months due to the continual
growth of the Company.

FORWARD-LOOKING STATEMENTS

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

11

---

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 and its management, 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.  Additionally, the Company ad hears to ISO and FDA regulatory requirements, registration and/or
certifications.

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

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

PART II.

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

|(a)   Exhibits                     
|-----------------------------------
|Exhibit#                           
|3.1                                
|3.2                                
|                                   
|5                                  
|21                                 
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|31.1                               
|31.2                               
|32.1                               
|32.2                               
|                                   
|*   Filed
      previously         
|                                   
|(b)Reports
      on Form 8-K -NONE-

12

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                    | BIO-LOK INTERNATIONAL INC. (Registrant)
|------------------- | ---------------------------------------
|                    |                                        
|Date: June 14, 2004 | By                                     
|                    |                                        
|                    |                                        

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

|Signature               |  | Title                                           |                          | 
|----------------------- |  | ----------------------------------------------- | ------------------------ | 
|                        |  |                                                 |                          | 
|/s/ Bruce L. Hollander  |  | President, CEO and Director                     | Date:June
      14, 2004 | 
|                        |  |                                                 |                          | 
|Bruce
      L Hollander |  |                                                 |                          | 
|                        |  |                                                 |                          | 
|/s/ Ingo K. Kozak       |  | VP  Finance, CFO, Secretary
      and Director | Date: June 14, 2004      | 
|                        |  |                                                 |                         
|Ingo
      K. Kozak     |  |                                                 |                          | 

13

---