##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
 FORM 10-QSB x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.For the Quarter ending January 31, 2004o
    
    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
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
    Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES x NO o. APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. YES o NO o APPLICABLE ONLY TO CORPORATE ISSUERS As of March 1, 2004, the Registrant had 7,153,701 Common Stock shares
outstanding, at a par value $.01 per share.




---



##### Table of Contents



TABLE OF CONTENT PART IItem 1.
    
    Financial Statements.
    
    
    3Condensed Consolidated Statements of Operations for the three months
ended January 31, 2004 and 2003 (unaudited)Condensed Consolidated Balance Sheets for January 31, 2004 (unaudited)
and October 31, 2003Condensed Consolidated Statements of Cash Flows for three month
ended January 31, 2004 and 2003 (unaudited)Notes to Condensed Consolidated Financial StatementsItem 2.
    
    Managements Discussion and Analysis of Financial Results of Operations and Financial Condition.
    
    
    9Item 3.
    
    Controls and Procedures.
    
    
    11PART IIItem 6.
    
    Exhibits, List and Reports on Form 8-K.
    
    
    12Signatures
    
    
    
    
    13Certification
    
    
    
    
    14Certification
    
    
    
    
    15Certification
    
    
    
    
    16Certification
    
    
    
    
    17PRESIDENT & CEO CERTIFICATION SECTION 302VP-FINANCE & CFO CERTIFICATION SECTION 302CEO CERTIFICATION PURSUANT SECTION 906CFO CERTIFICATION PURSUANT SECTION 906




---



##### Table of Contents



PART I 
 Item 1. Financial Statements BIO-LOK INTERNATIONAL INC. AND SUBSIDIARIES 
 Condensed Consolidated Statement of Operations
 Three Months EndedJanuary 31,2004
    
    2003(unaudited)
    
    (unaudited)Net Sales
    
    $
    1,022,370
    
    
    $
    958,569Cost of Goods Sold
    
    
    324,315
    
    
    
    321,531GROSS PROFIT
    
    
    698,055
    
    
    
    637,038Selling
    
    
    272,735
    
    
    
    291,218Admin. & General Exp
    
    
    377,166
    
    
    
    436,371649,901
    
    
    
    727,589Operating Income (Loss)
    
    
    48,154
    
    
    
    (90,551
    )Grant Income
    
    
    116,000
    
    
    
    49,000Grant Expense
    
    
    (97,900
    )
    
    
    (24,157
    )Interest Expense
    
    
    (37,562
    )
    
    
    (24,454
    )Other Expenses
    
    
    (25
    )
    
    
    (110
    )(19,487
    )
    
    
    279Income (Loss)before Taxes
    
    
    28,667
    
    
    
    (90,272
    )Income Taxes
    
    
    0
    
    
    
    0NET INCOME (LOSS)
    
    $
    28,667
    
    
    $
    (90,272
    )Net Income (Loss) available
to Share Owners
    
    $
    28,667
    
    
    $
    (90,272
    )Weighted average SharesOutstanding  Basic
And Diluted
    
    
    7,153,701
    
    
    
    6,663,152
   *
    
    Recast to reflect recording of freight expense billed to
customers as a part of revenue. See Notes to Condensed Consolidated Financial Statements. 3




---



##### Table of Contents



BIO-LOK INTERNATIONAL INC. AND SUBSIDIARIES 
 Condensed Consolidated Balance Sheets
 January 31,
    
    October 31,2004
    
    2003 *(unaudited)ASSETSCurrent AssetsCash
    
    $
    27,208
    
    
    $
    40,852Accounts Receivable (Net of
Allowance of $46,695
and $45,869)
    
    
    1,007,373
    
    
    
    1,001,525Inventory
    
    
    1,917,004
    
    
    
    1,879,505Other Current Assets
    
    
    54,695
    
    
    
    73,594Total Current Assets
    
    
    3,006,280
    
    
    
    2,995,476Net Machinery & Equipment
    
    
    1,097,513
    
    
    
    1,126,834Other AssetsPatents & Related, net
    
    
    132,565
    
    
    
    115,144Inventory
    
    
    159,816
    
    
    
    159,816Other Assets and Deposits
    
    
    14,409
    
    
    
    15,301Total Other Assets
    
    
    306,790
    
    
    
    290,261TOTAL ASSETS
    
    $
    4,410,583
    
    
    $
    4,412,571LIABILITIES & EQUITYCurrent LiabilitiesRevolving Loans payable
    
    $
    1,792,903
    
    
    $
    1,765,704Notes & Loans payable
    
    
    368,605
    
    
    
    407,343Capital lease  current
    
    
    67,861
    
    
    
    66,069Accounts Payable
    
    
    103,340
    
    
    
    119,296Accrued expenses and other
Payables
    
    
    248,518
    
    
    
    233,526Due to stockholders
    
    
    -0-
    
    
    
    2,294Total Current Liabilities
    
    
    2,581,227
    
    
    
    2,594,232Long-Term LiabilitiesCapital leases  noncurrent
    
    
    29,881
    
    
    
    47,531Total Long-Term Liabilities
    
    
    29,881
    
    
    
    47,531Total Liabilities
    
    
    2,611,108
    
    
    
    2,641,763STOCKHOLDERS EQUITYPreferred Stock  authorized
500,000 par value $.75;
    
    
    -0-
    
    
    
    -0-Common Stock  authorized
20,000,000, par value $.01;
outstanding 7,153,701 shares
    
    
    71,536
    
    
    
    71,536Treasury Stock (17,327 common
shares)
    
    
    (7,277
    )
    
    
    (7,277
    )Paid-in Capital
    
    
    2,513,455
    
    
    
    2,513,455Retained Earnings
    
    
    (778,239
    )
    
    
    (806,906
    )Total Equity
    
    
    1,799,475
    
    
    
    1,770,808TOTAL LIABILITIES & EQUITY
    
    $
    4,410,583
    
    
    $
    4,412,571
   *
    
    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




---



##### Table of Contents



BIO-LOK INTERNATIONAL INC. AND SUBSIDIARIES 
 Condensed Consolidated Statements of Cash Flows
 Three Months EndedJanuary 31,2004
    
    2003(unaudited)
    
    (unaudited)OPERATING ACTIVITIES:Net Income (Loss)
    
    $
    28,667
    
    
    $
    (90,272
    )Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities:Provision for doubtful accounts
    
    
    826
    
    
    
    329Depreciation and amortization
    
    
    38,892
    
    
    
    36,272Change in Current assets & liabilities:(Incr.) decr. in accts. rec
    
    
    (6,674
    )
    
    
    (176,633
    )(Incr.) decr. in inventories
    
    
    (37,499
    )
    
    
    46,396(Incr.) decr. in prepaid & other
current assets
    
    
    18,899
    
    
    
    10,162(Incr.) decr. in deposits & other assets
    
    
    892
    
    
    
    4,624Incr. (decr.) in A/P & Accr. exp
    
    
    (964
    )
    
    
    212,302Due to stockholders
    
    
    (2,294
    )
    
    
    (6,028
    )Net Cash provided by (used in) Operating
Activities
    
    
    40,745
    
    
    
    37,152INVESTING ACTIVITIES:Cash received from insurance settlement
    
    
    -0-
    
    
    
    -0-Investment in patents
    
    
    (20,946
    )
    
    
    (9,156
    )Property, Plant & Equipment
    
    
    (6,048
    )
    
    
    (19,760
    )Net Cash provided by (used in) Investing
Activities
    
    
    (26,994
    )
    
    
    (28,916
    )FINANCING ACTIVITIES:Increase in cash provided by checks
drawn in excess of bank balance
    
    
    -0-
    
    
    
    52,307Net proceeds  revolving loan
    
    
    27,200
    
    
    
    (1,000
    )Net change in Capital leases
    
    
    (15,857
    )
    
    
    (15,280
    )Payment on noted payable
    
    
    (38,738
    )
    
    
    (11,598
    )Net Cash provided by (used in) Financing
Activities
    
    
    (27,395
    
    
    
    24,429NET INCREASE (DECREASE) IN CASH
    
    $
    (13,644
    )
    
    $
    32,665Cash  Beginning of Period
    
    
    40,852
    
    
    
    23,500Cash  End of Period
    
    $
    27,208
    
    
    $
    56,165Interest Paid
    
    $
    37,562
    
    
    $
    24,454Income Taxes Paid
    
    $
    -0-
    
    
    $
    -0-
 See Notes to Condensed Consolidated Financial Statements. 5




---



##### 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
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 the Bio-Lok Precision Dental Implant System.The
line consists of a number of select implants (both screw and cylinder),
related prosthetic parts, devices, associated tools, and irrigated drills
and reamers. The Company markets its product line domestically direct to
the end user, internationally via select distributors and majority owned
entities. Revenues are attributable to the distribution and sale of its manufactured
or purchased for resale products and are recognized when products are
shipped. Note C  Line of Credit On March 26, 2003, the Company executed a new revolving loan agreement
with CommerceBank, N.A., for a maximum loan amount of $2,000,000. The
Company pledged essentially all of its assets as collateral to secure the
loan arrangement. The interest rate is the prime rate in effect plus 2%.
To provide added security for the loan, the Company also has obtained
EximBank credit guarantees on the Companys inventory allocated for
international sales and qualified international receivables as invoices
are issued and assigned. The principal under the line of credit will is
due on demand with an annual financial review date of December 31.
Currently, the line of credit has been extended to April 29, 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 ended January 31, 2004,
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
three months ended January 31, 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




---



##### 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. Results of Operation for Three Month Ended January 31,Domestic
    
    InternationalOperations
    
    Operations2003
    
    2002
    
    2003
    
    2002Net Sales
    
    $
    349,037
    
    
    $
    218,575
    
    
    $
    673,333
    
    
    $
    739,994
 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 and handling are included in selling expense. Note G  Stock Options The Company adopted the 2003 Stock Option Plan during its second quarter
of fiscal year ending 2003. It authorized the Company to issue 2,500,000
shares of common stock under this plan. To date, under the Plan,
1,822,000 stock options have been issued to officers and employees of the
Company. The Company has elected to account for the stock options under the
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued
to Employees, and related interpretations. Accordingly, no compensation
expense has been recognized on the employee stock options. The Company
accounts for the stock options granted to consultants under Financial
Accounting Standards Board Statement No. 123, Accounting for Stock-Based
Compensation. During the quarter ending January 31, 2004, the Company
recognized $28,135 in compensation expense and none for the same quarter
in 2003. 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 January 31, 2004, is presented
below: Weighted AverageNumber of Options
    
    Exercise PriceStock OptionsBalance at beginning of period
    
    
    3,347,000
    
    
    $
    .24Granted
    
    
    10,000
    
    
    
    .05Exercised
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    Balance at end of period
    
    
    3,357,000
    
    
    $
    .34Options exercisable at
end of period
    
    
    1,135,000
    
    
    $
    .34
 7




---



##### Table of Contents



The following table summarizes information about stock
options at January 31, 2004: Number
    
    Weighted Average
    
    
    
    
    
    Number ExercisableOutstanding at
    
    Remaining
    
    Weighted Average
    
    at
    
    Weighted AverageExercise Prices
    
    January 31, 2004
    
    Contractual Life
    
    Exercise Price
    
    January 31, 2004
    
    Exercise Price$ .05
    
    
    60,000
    
    
    
    8.69
    
    
    $
    .05
    
    
    
    30,000
    
    
    $
    .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
    
    
    
    .753.00
    
    
    100,000
    
    
    
    1.69
    
    
    
    3.00
    
    
    
    100,000
    
    
    
    3.00(*)
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    3,357,000
    
    
    
    4.12
    
    
    $
    .34
    
    
    
    1,135,000
    
    
    $
    .34
   (*)
    
    Performance based options consisting of 200,000 shares to each of two
individuals (aggregating 400,000 shares) that represented the sellers of
Orthogen Corporation to the Company; subsequent to the acquisition one
individual became an employee and the other a consultant. Note 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 quarter ended January 31, 2004, the Company successfully
controlled costs and attained profitability, including net income of
$28,667 and cash flow from operations of $40,745. In addition as of
January 31, 2004, the Company had an accumulated deficit of $778,239,
positive working capital of $425,053 and positive stockholders equity of
$1,799,475. As of January 31, 2004, the Company had $27,208 in cash,
$1,007,373 in net accounts receivable, and $1,917,004 in inventory. The
Company had accounts payable, accrued expenses and other payables in the
aggregate of $351,858, revolving loans payable of $1,792,903, and notes
and loans payable  current of $368,605. Improved results are positive but if not maintained can negatively impact
the Company. The ability of the Company to implement its business plan is
dependent on the Companys ability to 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 At December 31, 2003, CommerceBank N.A. in conjunction with Exim Bank
extended the Companys $2,000,000 line of credit to April 29, 2004. 8




---



##### Table of Contents



Item 2.
    Managements Discussion and Analysis of Financial Condition and Results of Operations CRITICAL ACCOUNTING POLICIES Financial Reporting Release No. 60, which was recently released by the
U.S. Securities and Exchange Commission, encourages all companies to
include a discussion of critical accounting policies or methods used in
the preparation of financial statements. Our financial statements include
a summary of the significant accounting policies and methods used in the
preparation of our financial statements. Management believes the following critical accounting policies affect the
significant judgments and estimates used in the preparation of the
financial statements. Revenue Recognition.Revenues are recognized at the time of shipment of
the respective merchandise. Revenues in the accompanying financial
statements for the three months ended January 31, 2004 and 2003 are
presented net of returns and allowances, sales discounts, advertising and
promotions. The increase in revenues for the three months ended January
31, 2004 was primarily due to increased marketing and sales promotional
efforts by the Company. Use of Estimates.Managements discussion and analysis of financial
condition and results of operations is based upon the financial statements
having been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these
financial statements required management to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues, and
expenses, and related disclosure of contingent assets and liabilities. On
an ongoing basis, management evaluates these estimates, including those
related to valuation allowance for the deferred tax asset, estimated
useful life of fixed assets and the carrying value of long-lived assets,
intangible assets and allowances for sales returns, obsolete and slow
moving inventory and reserve for customer liabilities. Management bases
these estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions
or conditions. RESULTS OF OPERATIONS (3 MONTHS 2004 VS 3 MONTHS 2003) VolumeThe net sales (revenues) for the quarter increased by 9% over the
prior year comparable quarter. The domestic market increased by 60% and
the international market decreased by 9% over the comparable prior year
quarter. The domestic growth reflects improved market penetration and the
international market reduction reflected slower activity for the European
markets that are expected to be recouped in later months. Cost of Goods SoldCost of goods sold increased by 1% over the comparable
prior year quarter. Cost incurred in relation to the sales activity
reflected no material change. Gross ProfitGross profit for the period increased by 8% over the prior
year comparable quarter; gross margin percentages increased by 2% for the
quarter. The increase in our margins is expected to be temporary because
of the continued effort by management to build the domestic market. 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 past quarter. Added sales staff is being hired and
costs are expected to increase over the ensuing months. 9




---



##### Table of Contents



Administrative & General ExpensesAdministrative and general expenses
decreased by 14% over the comparable quarter of 2003. The decreased
expenses incurred for the quarter compared to the same quarter prior year
was due to lower professional fees, insurance, financial service, bank
charges and freight expenses incurred. Operating IncomeResults from operations improved 153% to $48,154 compared
to a loss of $90,551 for the same quarter of 2003. The improved results
are a direct result of increased revenues and cost controls that are in
place. Other Income/ExpensesFor 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 increased by 54% over the
comparable quarter prior year, and was a result of higher borrowings
outstanding on our revolving line of credit. Net Income (Loss)Net income for the quarter was $28,667 compared to a
loss of $90,272 for the three months ended January 31, 2003, a 132%
improvement. The improved results are due to the continued gain in sales
and expense controls in place. 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 December 31, 2003, the
current line has been extended to April 29, 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. The Companys current ratio increased to 1.16 on January 31, 2004, from
1.15 on January 31, 2003, due to sales growth. During 2003, the Companys
revolving loan payable increased by $515,703 and this increase was due to
the domestic market development initiated by management. As market
penetration and related sales growth are achieved, the current ratio is
expected 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. 10




---



##### Table of Contents



Deteriorating global economic conditions may cause prolonged declines in
investor confidence in and accessibility to capital markets.
Deteriorating global economic conditions may make it more difficult for
the Company to secure funding because, during times of deteriorating
global economic conditions, prospective lenders and investors generally
have fewer funds to lend or invest. Future financing may not be available on a timely basis, in sufficient
amounts or on terms acceptable to the Company. Future financing in the
form of equity transactions may result in dilution of equity. Any
additional debt financing may contain additional covenants. If adequate funds are not available either through operations or financing
arrangements, the Company may be required to delay or scale back the
growth of operations and product and service development efforts. In
addition, there is no guarantee that current financing arrangements will
continue indefinitely. The Company anticipates having adequate capital and liquidity for the next
12 months. The Company has capital expenditure commitments outstanding at
January 31, 2004, of $127,000. The capital commitment is for two (2) new
NCN machines. OUTLOOK Net income objectives for the first quarter 2004 resulted in a gain from a
budgeted loss 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. 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 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. 11




---



##### Table of Contents



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 #
    
    Description3.1
    
    
    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:
 IncorporationName of entity
    
    State or CntryOrthogen Corporation
    
    New JerseyMicro-Lok Mexico S.A.CE C.V.
    
    Mexico DFBio-Lok Chile S.A.
    
    ChileBio-Lok Intl. Pty. Inc.
    
    Australia
   *
    
    Filed previously (b) Reports on Form 8-K -NONE- 12




---



##### 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. HollanderBruce L. Hollander, President Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated per
the final audit report issued by accountants. Signature
    
    Title/s/ Bruce L. Hollander
Bruce L Hollander
    
    President, CEO and Director
    
    Date:
    
    March 15, 2004/s/ Ingo K. Kozak
Ingo K. Kozak
    
    VP  Finance, CFO, Secretary and Director
    
    
    
    Date:  March 15, 2004
 13