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 endingJuly 31, 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 incorporation or organization)

(IRS EmployerIdentification No.)**368 S. Military Trail, Deerfield Beach, Florida**

**33442**(Address of principal executive offices)

(Zip Code)**Registrant's telephone number, including area code:**

(954) 698-9998
   Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [  X] NO [_].
 
 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[_]    NO [_]
 
 
 APPLICABLE ONLY TO CORPORATE ISSUERS
 
 As of July 31, 2004, the Registrant had 7,297,873 Common Stock shares outstanding, at a par value $.01 per share.
 
   
 TABLE OF CONTENT
   **PART I**Item 1.

Financial Statements
2Condensed Consolidated Statement of Operations for the three and nine months  ended July 31, 2004 and 2003 (unaudited)
2Condensed Consolidated Balance Sheets as of July 31, 2004 (unaudited) and October 31, 2003
3Condensed Consolidated Statements of Cash Flows for nine months ended July 31, 2004 and 2003 (unaudited)
4Notes to Condensed Consolidated Financial Statements
5Item 2.

Managements Discussion and Analysis of Financial Results of Operations and Financial Condition
8Item 3.

Controls and Procedures
12PART IIItem 2.

Changes in Securities, use of Proceeds
13Item 4.

Submission of Matters to a Vote of Security Holders
13Item 6.

Exhibits, List and Reports on Form 8-K
14Signatures


14Certification - PRESIDENT & CEO CERTIFICATION SECTION 302
15Certification - VP-FINANCE & CFO CERTIFICATION SECTION 302
16Certification - CEO CERTIFICATION PUSUANT SECTION 906
17Certification - CFO CERTIFICATION PUSUANT SECTION 906
18
   
   PART I
 
 **Item 1.**

**Financial Statements**
 
  BIO-LOK INTERNATIONAL INC. and SUBSIDIARIES
 Condensed Consolidated Statement of Operations
 (Unaudited)
 
 **Three Months Ended**
**July 31,**
****
****
**Nine Months Ended**
**July 31,**
****
********
****
**2004**
****
**2003**
****
**2004**
****
**2003******

****

****

****Net Sales

$
1,353,545

$
948,696

$
3,639,037

$
3,150,414Cost of Goods Sold


407,597


311,240


1,170,736


1,070,330GROSS PROFIT


945,948


637,456


2,468,301


2,080,084Selling


299,724


269,069


893,787


901,746Admin. & General Exp.





572,054


342,709


1,450,230 1,208,252871,778


611,778


2,344,017


2,109,998Operating Income


74,170


25,678


124,284


(29,914
)Other Income


10,798


29,039


139,844


110,478Interest Expense


(43,382
)

(39,300
)

(116,522
)

(113,596
)Other Expenses


(680
)

(58,078
)

(271
)

(58,195
)(33,264
)

(68,339
)

23,051


(61,313
)  Income (Loss) before Taxes


40,906


(42,661
)

147,335


(91,227
)Income Taxes


-0-


-0-


-0-


-0-NET INCOME (LOSS)

$
40,906

$
(42,661
)
$
147,335

$
(91,227
)Net Income (Loss) perCommon Share  Basic

$
.01

$
(.01
)
$
.02

$
(.01
)Net Income (Loss) perCommon Share  Diluted

$
.01

$
(.01
)
$
.02

$
(.01
)Average Common SharesOutstanding - Basic


7,258,090


6,888,065


7,188,880


6,747,606Average Common SharesOutstanding  Diluted


8,037,370


6,888,065


7,968,160


6,747,606
 
 
 See Notes to Condensed Consolidated Financial Statements.
 
 2
  
 BIO-LOK INTERNATIONAL INC. and SUBSIDIARIES
 Condensed Consolidated Balance Sheets
  
 **July 31, 2004**
**October 31, 2003**(unaudited)ASSETSCurrent Assets
Cash

$
87,369

$
40,852Accounts Receivable, net


1,171,123


1,001,525Inventory


2,042,686


1,879,505Other Current Assets


97,726


73,594Total Current Assets


3,398,904


2,995,476Net Machinery & Equipment


1,301,169


1,126,834Other AssetsPatents & related costs, net


181,749


115,144Inventory


127,432


159,816Other Assets and Deposits


41,945


15,301351,126


290,261TOTAL ASSETS

$
5,051,199

$
4,412,571LIABILITIES & EQUITYCurrent LiabilitiesRevolving Loan payable

$
2,010,307

$
1,765,704Notes & Loans payable  current


324,712


407,343Capital Lease  current


81,477


66,069Accounts Payable


135,064


119,296Accrued expenses


301,401


233,526Due to stockholders


-0-


2,294Total Current Liabilities


2,852,961


2,594,232Long-Term LiabilitiesCapital Leases - noncurrent


138,523


47,531Total Long-Term Liabilities


138,523


47,531Total Liabilities


2,991,484


2,641,763STOCKHOLDERS EQUITYPreferred Stock  authorized500,000 par value $.75;


-0-


-0-Common Stock - authorized20,000,000, par value $.01;outstanding 7,297,873 and7,153,701 shares;


72,979


71,536Treasury Stock (17,327 commonShares)


(7,277
)

(7,277
)Paid-in Capital


2,653,584


2,513,455Retained Earnings


(659,571
)

(806,906
)Total Equity


2,059,715


1,770,808TOTAL LIABILITIES & EQUITY

$
5,051,199

$
4,412,571  
 *

The balance sheet at October 31, 2003, has been derived from the auditedfinancial statements at that date but do not include all of the informationand footnotes required by generally accepted
accounting principals forcomplete financial statements.
 
 See Notes to Condensed Consolidated Financial Statements.
 
 3
   BIO-LOK INTERNATIONAL INC. and SUBSIDIARIES
 Condensed Consolidated Statements of Cash Flows
 (Unaudited)
 
  **Nine Months EndedJuly 31,******
****
********
****
**2004**
**2003**OPERATING ACTIVITIES:Net Income (Loss)

$
147,335

$
(91,227
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation & amortization


132,934


110,001Provision for Doubtful acct.


17,213


(20,933
)Issuance of Common Stock for service


54,880


44,910Option cost amortization


86,693


24,928Change in Current assets & liabilities:(Incr.) decr. in accts. rec.


(186,811
)

58,058(Incr.) decr. in inventories


(130,797
)

(428
)(Incr.) decr. in prepaid & othercurrent assets


(24,132
)

(57,335
)(Incr.) decr. in deposits & other assets


(26,644
)

2,291Incr. (decr.) in A/P & Accr. exp.


83,641


(95,429
)Net Cash provided by (used in) OperatingActivities


154,312


(25,164
)INVESTING ACTIVITIES:Investment in Patents & related intangibles


(77,251
)

(53,672
)Property, Plant & Equipment


(137,810
)

(24,147
)Net Cash used in Investing Activities


(215,061
)

(77,819
)FINANCING ACTIVITIES:Net proceeds - revolving loan


244,603


376,704Payments on capital leases


(52,413
)

(46,761
)Payment of notes & loan payable


(82,630
)

(111,491
)Due to Stockholders


(2,294
)

(5,898
)Net Cash provided by Financing Activities


107,266


212,554NET INCREASE IN CASH

$
46,517

$
109,571Cash - Beginning of Period


40,852


23,500Cash - End of Period

$
87,369

$
133,071SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Interest Paid

$
116,552

$
113,596Income Taxes Paid

$
-0-

$
-0-Non-cash investing and financing activities:Capital Lease obligations

$
158,813

$
-0-
 
 See Notes to Condensed Consolidated Financial Statements.
 
 4
  
 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 (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 and are recognized when products
are shipped. 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%. 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 October 31, 2004.
 
 The Companys long-term debt agreements contain various loan covenants. Since the loans have been continually extended by CommerceBank
N.A. the bank note payable is classified as short-term debt. CommerceBank N.A. is currently in the process of re-underwriting the loans.
 
 
 5
  
 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 nine months ended July 31, 2004, and three months ended July 31, 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 nine months ended July 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.
 
 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 EndedJuly 31,**
****
**Nine Months EndedJuly 31,**
********
****
**2004**
****
**2003**
****
**2004**
****
**2003**International

$
1,008,072

$
564,204

$
2,626,259

$
2,238,820Domestic


345,473


384,492


1,012,778


911,593Total Net Sales

$
1,353,545

$
948,696

$
3,639,037

$
3,150,414 
 Note F - Inventory
 Inventories are recorded at the lower of cost or market under the first-in first-out method of accounting. At July 31. 2004, inventories
consisted of finished goods held for sale comprised of dental implants, armamentarium, tools, devices and products purchased for re-sale; work-in-process of all parts in production requiring 30 to 90 days to completion.
 
 Note G - Property and Equipment
 Property and equipment are stated at cost and are depreciated over an assets estimated useful life on a straight line basis.
 
 Note H  Patents & Registrations
 Bio-Lok has protected is products and processes by obtaining patents both in the US and various countries; additionally, to enable Bio-Lok to
market its products in the US and other contries FDA and ISO registration and certifications are completed. The costs incurred in obtaining the patents and registrations have been capitalized and are being amortized over twelve years or estimated useful lives, not to
exceed 17 or 20 years, on a straight-line basis commencing with the month the costs are incurred.
 
 6
  Note I  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 cost of goods sold.
 
 Note J - Equity
 In May 2004 Bio-Lok issued 9,000 shares of common stock at a cost of $6,390. The shares were issued to clinicians
for services rendered in support of marketing activities of the company.
  In May 2004 Bio-Lok issued 75,172 shares of common stock at a cost of $17,290 which had been accrued in the prior year. The shares where
issued pursuant to the 401k Plan and represented the companys participation for 2003. Distribution was authorized by the Board on December 3, 2003.
 
 In July 2004 Bio-Lok issued 60,000 shares of common stock at a cost of $31,200. The shares where issued to Directors for 2004 services.
 
 Note K  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 July 31, 2004:
 
 **Number of Options**
**Weighted Average Exercise Price**Stock OptionsBalance at beginning of period


3,347,000

$
.34Granted


30,000


.05Exercised


-


-Expired


-


-Balance at end of period


3,377,000

$
.34Options exercisable at end of period


1,135,000

$
.34 
 The following table summarizes information about stock options at July 31, 2004:
 
 **Exercise Prices**
****
**Number Outstanding at**
**July 31, 2004**
**Weighted Average Remaining Contractual Life**
**Weighted Average Exercise Price**
**Number Exercisable at**
**July 31, 2004**
**Weighted Average Exercise Price**$.05


80,000


8.19

$
.05


30,000

$
.05.10


100,000


4.42


.10


100,000


.10.12


246,000


9.42


.12


-


.12.13


1,546,000


9.42


.13


-


.13.25


805,000


3.43


.25


805,000


.25.75


100,000


1.29


.75


100,000


.753.00


100,000


1.29


3.00


100,000


3.00(*)


400,000


-


-


-


-$
3,377,000


3.62

$
.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 Bio-Lok; subsequent to the acquisition one individual became an employee and the other a consultant.
(See Note 10(A) and (B)).
 
 
 7
  
 Note L  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 M - Liquidity
 During the nine months ended July 31, 2004, the Company successfully controlled costs and continued to be profitable, realizing net income
of $147,335 and cash flow from operations of $154,312. In addition as of July 31, 2004, the Company had an accumulated deficit of $659,571, positive working capital of $545,943 and positive stockholders equity of $2,059,715. As of July 31, 2004, the Company had
$87,369 in cash, $1,171,123 in net accounts receivable, and $2,042,686 in inventory. The Company had accounts payable, accrued expenses and other payables in the aggregate of $436,465, revolving loans payable of $2,010,307, and notes and loans payable  current
of $406,189.
 
 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 N  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
October 31, 2004.
 
 **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 and nine months ended July 31, 2004 and 2003 are presented net of returns and allowances, sales discounts, advertising and promotions.
The increase in revenues for the three and nine months ended July 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.
 
 
 8
  RESULTS OF OPERATIONS (3 Months ended July 31, 2004 VS 3 Months ended July 31, 2003)
 
 Volume Net sales (revenues) for the quarter
increased by 43% over the comparable prior year quarter. The increase in sales is attributable to growth of the international markets. The international market increased by 79% and the domestic market decreased by 10% over the comparable prior year quarter. The growth
of the international market was due to an improved sales effort and the expansion into other countries. Domestic sales decreased due to a sales staff changes resulting in a temporary sales slowdown in certain markets.
 
 Cost of Goods Sold Cost of goods sold
increased by 31% over the comparable prior year quarter. The increase reflects the continued production growth to cover sales gains as reflected from staff and rent increases and material purchase increases. The cost increases as a percent of sales where less than
those incurred for the same period prior year and reflected an overall 3 basis point reduction in the cost of goods sold.
 
 Gross Profit Gross profit for the period
increased by 48% over the comparable prior year quarter, and gross margin percentage increased by approximately three basis points due to continued productivity gains.
 
 
 Selling Expenses Selling expenses increased
by 11% over the comparable prior year quarter. The increase is attributable to marketing efforts to expand market presence over the same prior year period. Overall, increases are expected to continue in the future and are primarily attributed to increased staff, increase
in commissions paid on sales, increased travel and living cost, and promotional activities implemented.
 
 Administrative & General Expenses Administrative and general expenses increased by 67% over the comparable prior year quarter. The increase in expenses was attributable to the continued growth of the company and related growth in support functions via increased staffing, rent expenses, royalty cost
incurred, bad debt expenses and the recording of stock expense for shares issued to third parties for services provided.
 
 
 Operating Income Results from operations
increased by 189% over the comparable prior year quarter. The improved results are a direct result of increased revenues and cost controls in place.
 
 Other Income/Expenses Overall other income
and expenses decreased by $35,075 to a loss of $(33,264) for the comparable prior year quarter.
 
 Other expense costs decreased due to lower stock costs having been incurred.
 
 9
  Net grant activity for the quarter (income net of expenses) was positive and was realized on grants received for specific research having
been completed for the period. Any NIH gain realized is limited to administrative and sub-contract costs being reimbursed.
 
 Interest expense increased by 10% over the comparable prior year quarter, and was a result of higher debt outstanding and an increase in
revolving debt charged.
 
 Net Income Net income for the quarter was
$40,906 compared to a loss of $(42,661) for the comparable prior year quarter or a 195% improvement. The improved results are due to the continued gain in sales and expense controls in place.
 
 
 RESULTS OF OPERATION (9 Months ended July 31, 2004 VS 9 Months ended July 31, 2003)
 
 Volume Net sales (revenues) for the nine
months ending July 31, 2004, increased by 16% 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 11% and the international market by 17% 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 nine months increased by 9% over the comparable prior year period. The resulting increase is due to increased sales in 2004. Increased sales resulted in increased production and in turn a reduction in the cost of goods to net sales of 2 basis points. Expense
increases incurred where for staff, rent, outside manufacturing processes, material purchases, factory maintenance, and research and development costs.
 
 Gross Profit Gross profit for the nine
month period increased by 19% over the comparable prior year period, and the related gross margin percentage increased from 66% to 68%. The improvement is a direct result from a reduction in cost of goods realized due to increased production requirements to meet sales
demand.
 
 Selling Expenses Selling expenses basically
reflect no change over the comparable prior year period. The slight decrease is attributable to no hire expenses having been incurred nine 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 20% over the comparable prior year nine month period. The increased expenses are attributed to continued market development. Staff costs, system requirements, office expense, professional fees, freight costs, bad debt
expense allowance to formula due to increased receivables outstanding, royalty expenses incurred due to higher sales realized, and stock expenses incurred for the payment of services to third parties.
 
 
 Operating Income Results from operations
totaled $124,284 compared to a loss of $(29,914) for the same prior year period or an improvement. The improved results achieved are a direct result of increased revenues realized and cost controls in place.
 
 Other Income/Expenses Overall other income
and expenses decreased from a gain of $61,313 to a gain of $23,051. Other expenses was lower due to reduced stock costs incurred for payment of outside. Net grant activity for the period (income net of expenses) was positive, was realized for grants received for specific
research being completed, and gain realized was administrative costs incurred. Other income year-to-date was also realized from added insurance proceeds received from the 2001 machine fire totaling $75,000. Interest expense increased by 3% over the comparable prior year
period, and the higher results was due to higher debt outstanding.
 
 Net Income Net income for the nine months
was $147,335 compared to a loss of $91,227 for the comparable prior year period or a 261% improvement. The improved results are due to the continued gain in sales, market penetration and expense controls in place.
 
 
 10
  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 defin
ed 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 line has been continually extended and now expires October 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.
 
 The Companys current ratio continues to increase and was 1.19 on July 31, 2004, up from 1.15 on October 31, 2003, due to sales and
inventory growth. Inventory growth includes the development and creating a base stock of a new product line to be introduced to the market once final registration with the FDA is complete.
 
 The Companys revolving loan payable increased by $244,603 nine month year to date. The increase was due to the continued market development
initiated by management and related inventory development. 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, Company has actively been developing its sales domestic force since 2002.
 Managements plan is to continually improve market penetration. These plans include the continued effort to increase sales at a comparable rate for the rest of fiscal year 2004.
 
 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.
 
 11
  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 no capital expenditure commitments
outstanding at July 31, 2004.
 
 OUTLOOK
 
 Net income objectives for the first nine 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 its continued growth.
 
 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 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 adhears to ISO and
FDA regulatory requirements, registration and/or certifications.
 
 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.
 
 12
  
 Internal Controls The Company maintains a
system of internal controls designed to provide reasonable assurance that transactions are executed in accordance with managements general or specific authorization and that transactions are recorded as necessary (1) to permit preparation of financial statements
in conformity with generally accepted accounting principles, and (2) to maintain accountability for assets; access to assets is permitted only in accordance with managements general or specific authorization; and the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference.
 
 Since the date of the most recent evaluation of the Companys internal controls by the Chief Executive and Chief Financial Officers,
there have been no significant changes in such controls or in other factors that could have significantly affected those controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
 
 PART II.
 
 **Item 2.**

**Changes in Securities**In May 2004 Bio-Lok issued 9,000 shares of common stock at a cost of $6,390. The shares were issued to clinicians for services rendered in support of marketing activities of the
company.In May 2004 Bio-Lok issued 75,172 shares of common stock at a cost of $17,290 which had been accrued in the prior year. The shares where issued pursuant to the 401k Plan
and represented the companys participation for 2003. Distribution was authorized by the Board on December 3, 2003.In July 2004 Bio-Lok issued 60,000 shares of common stock at a cost of $31,200. The shares where issued to Directors for 2004 services.**Item 4.**

**Submission of Matters to a Vote of Security Holders**At the Annual Stockholders Meeting held on June 24, 2004, the following items where approved by the solicitation of proxies and stockholders present at the meeting:  1.
Election of the following individuals as Directos:  -
elected
Harold Weisman, Esq.-
term of office continued
Bruce L HollanderIngo K KozakNeil H. Smith
  2.
Election of the continued engagement of the CPA Firm of Daszkal Bolton LLP as the Companys independent auditors for fiscal year 2004.Election results for both matters listed above where 98% for and 2% abstaining of a total of 6,270,526 shares voting or 87%. A total of 7,237,873 shares outstanding as of the
record date of the close of business on May 10, 2004.
 
 13
  **Item 6.**

**Exhibits, Lists 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:  Name of entity
Incorporation State or CntryOrthogen Corporation
New JerseyMicro-Lok Mexico S.A.CE C.V.
Mexico DFBio-Lok Chile S.A.
ChileBio-Lok Intl. Pty. Inc.
Australia  31.1
Certification by Pres. & CEO pursuant to Sec. 30231.2
Certification by VP-Fin. & CFO pursuant to Sec. 30232.1
Certification pursuant to Sec. 906 by CEO32.2
Certification pursuant to Sec. 906 by CFO*
Filed previously
 
 SIGNATURES
 
 In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
 **BIO-LOK INTERNATIONAL INC.**(Registrant)Date: September 21, 2004
By:
/s/ Bruce L. HollanderBruce L. HollanderPresident
 
 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.
 
 Date: September 21, 2004/s/ Bruce L. HollanderBruce L. HollanderPresident, CEO and Director
  Date: September 21, 2004/s/ Ingo K. KozakIngo K. KozakVP - Finance, CFO, Secretary and Director
 
 14