**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 ended **July**  **31,
        2005**
 ****
 o   
        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF
        1943.
  For
        the
        Transition period from ____________________ to
        ________________________
 
 
 **Commission
        file number** **333-126394**
 
 **BIOLOK
        INTERNATIONAL INC.**
 (Name
        of
        registrant in its charter)
 
 **DELAWARE**
              **65-0317138**(State
                  or other jurisdiction of
              (IRS
                  Employerincorporation
                  or organization)
              Identification
                  No.)**368
                  S. Military Trail, Deerfield
                  Beach, Florida**
              **33442**(Address
                  of principal executive
                  offices)
              (Zip
                  Code)**Registrant's
                  telephone number, including
                  area code:**
              **(954)
                  698-9998**
  ----------------------------
 
 Check
        whether the issuer (1) has filed all reports required to be filed by Section
        13
        or 15(d) of the Exchange Act during the past 12 months (or for such shorter
        period that the registrant was required to file such reports), and (2) has
        been
        subject to such filing requirements for the past 90 days.  
        YES x NO o.
 
 APPLICABLE
        ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS
        DURING THE PRECEDING FIVE YEARS
 
 Check
        whether the issuer has filed all documents and reports required to be filed
        by
        Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
        under a plan confirmed by a court. YES o NO o
  APPLICABLE
        ONLY TO CORPORATE ISSUERS
 
 As
        of
        August 30, 2005, the Registrant had 15,289,609 Common Stock shares outstanding,
        at a par value $.01 per share.
  
  
 **TABLE
        OF CONTENT**
 
 **PART I**
              **FINANCIAL
                INFORMATION**Item 1.
              Financial Statements
              3Condensed Consolidated Statement of
                Operations for the three and nine months ended
                July 31, 2005 and 2004 (unaudited)Condensed Consolidated Balance Sheets
                as of
                July 31, 2005 (unaudited) and
                October 31, 2004Condensed Consolidated Statements
                of Cash
                Flows for nine months ended
                July 31, 2005 and 2004 (unaudited)Notes to Condensed Consolidated Financial
                StatementsItem 2.
              Management’s
                Discussion and Analysis or Plan of Operations
              9Item 3.
              Controls and Procedures
              13**PART II**
              **OTHER INFORMATION**Item 1.
              Legal
                Proceedings
              13Item 2.
              Unregistered Sales of Equity Securities
                and
                Use of Proceeds
              14Item 3.
              Defaults Upon Senior Securities
              14Item 4.
              Submission of Matters to a Vote of
                Security
                Holders
              14Item 5.
              Other Information
              14Item 6.
              Exhibits
              14Signatures
              
              15Certifications
              
              16-19
 
 **-------------------------------**
 
 2
 
 **PART
        I**   **FINANCIAL
        INFORMATION**  ****
  **Item
        1.**   **Financial
        Statements**
 
 **BIOLOK
        INTERNATIONAL INC. and SUBSIDIARIES**
 **Condensed
        Consolidated Statement of Operations**
 **(Unaudited)**
 Three
                    Months Ended
                
                Nine
                    Months EndedJuly
                    31,
                
                July
                    31,2005
                
                2004
                    *
                
                2005
                
                2004
                    ***Net
                    Sales**
                
                $
                1,875,044
                
                $
                1,353,545
                
                $
                5,159,408
                
                $
                3,639,037Cost
                    of Goods Sold
                
                
                616,528
                
                
                376,845
                
                
                1,675,350
                
                
                1,093,089**GROSS
                    PROFIT**
                
                
                1,258,516
                
                
                976,700
                
                
                3,484,058
                
                
                2,545,948Selling
                
                
                498,284
                
                
                294,784
                
                
                1,350,899
                
                
                879,263General
                    & Administrative Exp
                
                
                537,728
                
                
                504,545
                
                
                1,769,674
                
                
                1,231,599Research
                    & Development exp
                
                
                100,134
                
                
                92,402
                
                
                290,214
                
                
                246,9031,136,146
                
                
                891,731
                
                
                3,410,787
                
                
                2,357,765**Operating
                    Income**
                
                
                122,370
                
                
                84,969
                
                
                73,271
                
                
                188,183Gain
                    on involuntary conversion
                
                
                --
                
                
                --
                
                
                105,841
                
                
                75,945Interest
                    Expense
                
                
                (36,323
                )
                
                (43,382
                )
                
                (127,111
                )
                
                (116,522
                )Other
                    Expenses
                
                
                -0-
                
                
                (681
                )
                
                (144
                )
                
                (271
                )(36,323
                )
                
                (44,063
                )
                
                (21,414
                )
                
                (40,848
                )Income
                    before Taxes
                
                
                86,047
                
                
                40,906
                
                
                51,857
                
                
                147,335Income
                    Taxes
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-**NET
                    INCOME**
                
                $
                86,047
                
                $
                40,906
                
                $
                51,857
                
                $
                147,335Net
                      Income per Common Share
                
                $
                .00
                
                $
                .01
                
                $
                .00
                
                $
                .02Diluted
                      Net Income per Common Share
                
                $
                .01
                
                $
                .01
                
                $
                .01
                
                $
                .02Average
                      Common Shares Outstanding
                
                
                15,289,609
                
                
                7,258,090
                
                
                11,715,348
                
                
                7,188,880Diluted
                      Average Common Shares outstanding
                
                
                15,289,609
                
                
                8,037,370
                
                
                11,715,348
                
                
                7,968,160
 *
        Prior
        year’s data has been adjusted to conform to current year
        presentation basis
        due
        to the break-out of research and development expenses as a separate line
        item.
 
 See
        Notes
        to Condensed Consolidated Financial Statements.
 
 3
 **BIOLOK
        INTERNATIONAL INC. and SUBSIDIARIES**
 **Condensed
        Consolidated Balance Sheets**
 July
                    31,
                
                October
                    31,2005
                
                2004(unaudited)
                
                (Note)**ASSETS**Current
                    AssetsCash
                
                $
                1,442,633
                
                $
                24,133Accounts
                      Receivable (Net of Allowance of $89,541 and $58,936)
                
                
                1,809,398
                
                
                1,103,887Inventory
                
                
                2,123,254
                
                
                2,063,962Other
                    Current Assets
                
                
                228,145
                
                
                63,740Total
                    Current Assets
                
                
                5,603,430
                
                
                3,255,722Net
                    Property, plant & equipment
                
                
                1,502,895
                
                
                1,224,530Other
                    AssetsPatents
                    & related costs, net
                
                
                268,271
                
                
                207,608Inventory
                
                
                305,082
                
                
                80,989Other
                    Assets and Deposits
                
                
                31,041
                
                
                29,883604,394
                
                
                318,480**TOTAL
                    ASSETS**
                
                $
                7,710,719
                
                $
                4,798,732**LIABILITIES
                    & EQUITY**Current
                    LiabilitiesRevolving
                    Loan payable
                
                $
                499,289
                
                $
                1,899,432Notes
                    & Loans payable
                
                
                252,631
                
                
                224,713Capital
                    Leases - current
                
                
                72,596
                
                
                68,810Accounts
                    Payable
                
                
                238,038
                
                
                135,409Accrued
                    expenses
                
                
                241,719
                
                
                259,930Total
                    Current Liabilities
                
                
                1,304,273
                
                
                2,588,295Long-Term
                    LiabilitiesCapital
                    Leases
                
                
                168,828
                
                
                124,616Notes
                    and loans payable
                
                
                139,626
                
                
                81,251Total
                    Long-Term Liabilities
                
                
                308,454
                
                
                205,867Total
                    Liabilities
                
                
                1,612,727
                
                
                2,794,161**STOCKHOLDERS'
                    EQUITY**Preferred
                      Stock - authorized 500,000 par value $.75;
                
                
                -0-
                
                
                -0-Common
                      Stock - authorized 20,000,000, par value $.01; outstanding
                      15,289,609, and 7,319,873 shares;
                
                
                152,896
                
                
                73,199Treasury
                      Stock (17,327 common Shares), at cost
                
                
                (7,277
                )
                
                (7,277
                )Paid-in
                    Capital
                
                
                6,655,885
                
                
                2,694,018Retained
                    Earnings
                
                
                (703,512
                )
                
                (755,369
                )Total
                    Equity
                
                
                6,097,992
                
                
                2,004,571**TOTAL
                    LIABILITIES & EQUITY**
                
                $
                7,710,719
                
                $
                4,798,732
 Note: The
          Balance Sheet at October 31, 2004, has been derived from the audited
          financial statements at that date but does 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
  **BIOLOK
        INTERNATIONAL INC. and SUBSIDIARIES**
 **Condensed
        Consolidated Statements of Cash Flows**
 **(Unaudited)**
 Nine
                      Months EndedJuly
                      31,2005
                  
                  2004**OPERATING
                      ACTIVITIES:**Net
                      Income
                  
                  $
                  51,857
                  
                  $
                  147,335Adjustments
                        to reconcile net income to net cash provided by (used in)
                        operating
                        activities:Depreciation
                      & amortization
                  
                  
                  181,875
                  
                  
                  132,934Provision
                      for uncollectible accounts
                  
                  
                  30,605
                  
                  
                  17,213Issuance
                      of Common Stock for service
                  
                  
                  539,589
                  
                  
                  54,880Options
                      expense (amortization)
                  
                  
                  50,476
                  
                  
                  86,693Change
                      in
                      Current assets & liabilities:(Incr.)
                      decr. in accts. rec
                  
                  
                  (736,117
                  )
                  
                  (186,811
                  )(Incr.)
                      decr. in inventories
                  
                  
                  (283,383
                  )
                  
                  (130,797
                  )(Incr.)
                      decr. in Other current assets
                  
                  
                  (164,406
                  )
                  
                  (24,132
                  )(Incr.)
                      decr. in deposits & other assets
                  
                  
                  (1,158
                  )
                  
                  (26,644
                  )Incr.
                      (decr.) in A/P & Accr. exp
                  
                  
                  84,417
                  
                  
                  83,641Net
                      Cash provided by (used in)
                      Operating Activities
                  
                  
                  (246,245
                  )
                  
                  154,312**INVESTING
                      ACTIVITIES:**Investment
                      in Patents & related intangibles
                  
                  
                  (77,312
                  )
                  
                  (77,251
                  )Insurance
                      Settlement
                  
                  
                  105,841
                  
                  
                  -0-Purchase
                      of Property, plant & equipment
                  
                  
                  (272,423
                  )
                  
                  (137,810
                  )Net
                      Cash used in Investing Activities
                  
                  
                  (243,894
                  )
                  
                  (215,061
                  )**FINANCING
                      ACTIVITIES:**Net
                      proceeds (payments)-revolving loan payable
                  
                  
                  (1,400,143
                  )
                  
                  244,603Proceeds
                      from Stock sale
                  
                  
                  3,447,000
                  
                  
                  -0-Proceeds
                      from exercise of Options
                  
                  
                  4,500
                  
                  
                  -0-Payments
                      on capital leases
                  
                  
                  (66,761
                  )
                  
                  (52,413
                  )Payment
                      of notes & loan payable
                  
                  
                  (75,957
                  )
                  
                  (82,630
                  )Due
                      to Stockholders
                  
                  
                  -0-
                  
                  
                  (2,294
                  )Net
                      Cash provided by Financing Activities
                  
                  
                  1,908,639
                  
                  
                  107,266**NET
                      INCREASE IN CASH**
                  
                  $
                  1,418,500
                  
                  $
                  46,517Cash
                      - Beginning of Period
                  
                  
                  24,133
                  
                  
                  40,852Cash
                      - End of Period
                  
                  $
                  1,442,633
                  
                  $
                  87,369**SUPPLEMENTAL
                        DISCLOSURE OF CASH FLOW INFORMATION:**Interest
                      Paid
                  
                  $
                  127,111
                  
                  $
                  116,552Income
                      Taxes Paid
                  
                  $
                  -0-
                  
                  $
                  -0-**NON
                      CASH FINANCING AND INVESTING ACTIVITIES:**Capital
                      Lease obligations
                  
                  $
                  114,759
                  
                  $
                  158,813Note
                      Payable issued for equipment
                  
                  $
                  162,250
                  
                  $
                  -0-
 See
            Notes
            to Condensed Consolidated Financial Statements.
 5
 
 **BIOLOK
        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 BioLok
        International Inc. (the “Company” or “BioLok”) and its subsidiaries. The
        consolidated results include the activities of Orthogen Corporation a research
        and development company; and, Micro-Lok Mexico, Bio-Lok Chile and Bio-Lok
        Australia established sales and marketing entities. All inter-company balances
        and transactions have been eliminated in consolidation.
 
 The
        accompanying condensed consolidated financial statements are unaudited and
        have
        been prepared by the Company in accordance with the rules and regulations
        of the
        Securities and Exchange Commission. Accordingly, certain information and
        footnote disclosures usually found in financial statements prepared in
        accordance with generally accepted accounting principles have been condensed
        or
        omitted. The financial statements should be read in conjunction with the
        consolidated financial statements and related notes included in the Company's
        Form 10-KSB, as filed with the United States Securities and Exchange Commission
        on January 15, 2005.
 
 The
        accompanying condensed consolidated financial statements reflect all adjustments
        (consisting of normal recurring adjustments) which, in the opinion of
        management, are necessary to present fairly the financial position and results
        of operations for the interim periods presented. The results of operations
        for
        an interim period are not necessarily indicative of the results of operations
        for a full fiscal year.
 
 **Note
        B - Nature of Business**
 BioLok
        is
        a manufacturer and distributor, domestically and internationally, of the **BioLok
        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
        and
        internationally via select distributors and majority-owned
        entities.
 
 Revenues
        are attributable to the distribution and sale of products which BioLok
        manufactures, or which are purchased for resale 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.
 
 On
        December 30, 2004, the Company entered into an extension to December 31,
        2005,
        of its current CommerceBank N.A. and EximBank US insurance guarantee for
        international inventory and receivables totaling $2,500,000, up from $2,000,000;
        a separate domestic receivables credit line totaling $250,000; and, the
        continuation of its existing term debt agreement entered into in 2001. The
        Company pledged essentially all of its assets as collateral to secure the
        loan
        arrangement. The interest rate is at the prime
        rate in effect plus 1.0% ,
        down
        from 2.0%, with the domestic revolving loan remaining at 2.0%. To provide
        added
        security for the revolving loan, the Company has obtained EximBank credit
        guarantees on select international receivables at a cost of $.80, down from
        $1.06 per $100 of sales as invoices are issued and reported.
 
 6
 
 **Note
        D - Net Income Per Share**
 The
        Company’s basic and diluted net income per share amounts have been computed by
        dividing the results by the weighted average number of outstanding common
        shares. For the three and nine months ended July 31, 2005, the Company reported
        net income and, as such, common share equivalents were included in the
        computation of diluted net income per share.
 
 **Note
        E - Segment Accounting**
 Statement
        of Financial Accounting Standards No. 131, “Disclosures about Segments of an
        Enterprise and Related Information” (“SFAS 131”), requires that a public
        business enterprise disclose financial and other information about its business
        segments as a part of the consolidated financial statements.
  The
        Company has only one product line, consisting of its “Bio-Lok Precision Dental
        Implant System,” which is sold both domestically and internationally. It is
        practical to report by geographic area net sales only, which are herewith
        for
        the quarter and nine month-to-date.
 Three
                    Months Ended
                
                
                Nine
                    Months EndedJuly
                    31,
                
                
                July
                    31,2005
                
                
                2004
                
                
                2005
                
                
                2004Net
                    Sales - International
                
                $
                1,353,540
                
                $
                1,008,072
                
                $
                3,780,860
                
                $
                2,626,259Domestic
                
                
                521,504
                
                
                345,473
                
                
                1,378,548
                
                
                1,012,778Total
                    Net Sales
                
                $
                1,875,044
                
                $
                1,353,545
                
                $
                5,159,408
                
                $
                3,639,037
  **Note
        F - Shipping and Handling**
 Amounts
        billed to customers for shipping and handling expenses are included in revenue
        at the time the related product revenue is recognized. The costs incurred
        related to shipping and handling expenses are included in cost of goods
        sold.
 
 **Note
        G - Equity**
 30,000
        shares of common stock were issued for the exercise of option’s by two
        individuals at their respective exercise price.
 
 On
        March
        2, 2005, the Company completed a $3,750,000 private offering of 5,000,000
        shares
        of common stock to institutional and other accredited investors at a price
        of
        $.75 per share.
 
 In
        March
        2005 the Company issued 150,000 shares of common stock for consulting and
        facility use to a consulting entity for services rendered in completing the
        private offering.
 
 In
        March
        2005 the Company issued 313,000 shares of common stock for services to
        clinicians, consultant, officers, directors and employees.
 
 In
        March
        2005, the Company issued 34,944 shares of common stock in conjunction to
        its
        401(k) Plan participation for the year 2004.
 
 **(A)
        Stock Warrants**  In
        conjunction with the private placement the Company has issued warrants for
        the
        purchase of 500,000 shares of common stock at a price of $.75 per share
        exercisable for a period of five years expiring March 2, 2010.
 
 **(B)
        Stock Options**  The
        Company adopted the 2003 Stock Option Plan during its second quarter of fiscal
        year ending 2003. It authorized the Company to issue 2,500,000 shares of
        common
        stock under this plan. To date, under the Plan, 1,862,000 stock options have
        been issued to officers and employees of the Company. During the year ended
        2003
        the Company elected to account for the stock options under the Financial
        Accounting Standards Board Statement No. 123, “Accounting for Stock-Based
        Compensation.” During the quarter ending July 31 the Company recognized no
        expense in
        2005
        and $29,830 of compensation expense in 2004. As of March 2005 all options
        issued
        and outstanding had been expensed by the Company.
 
 7
 On
        March
        1, 2005, all options issued and outstanding were exercisable and the Board
        of
        Directors approved a cashless exercise of all options to common stock. To
        effect
        the exercise of the 3,147,000 options outstanding and exercisable, 2,841,793
        shares of common stock where issued and 305,207 shares of common stock were
        foregone and utilized for the payment of the shares at their respective exercise
        prices.
 
 A
        summary
        of the stock options activity for the nine month ended July 31, 2005, is
        represented below:
  Number
                  of Options
              
              Weighted
                  Average Exercise PriceStock
                  Options**Balance
                  at beginning of period**
              
              
              3,377,000
              
              $
              .28Granted
              
              
              -
              
              
              -Exercised
              
              
              (30,000
              )
              
              .10Options
                  - cashless exchange
              
              
              (2,747,000
              )
              
              .11Expired
              
              
              200,000
              
              
              3.00Balance
                  at end of period
              
              
              400,000
              
              $
              -Options
                  exercisable at end of period
              
              
              -0-
              
              $
              -
  The
        following table summarizes information about performance options at July
        31,
        2005:
 
 Exercise
                  Prices
              
              Number
                  Outstanding at
                July
                  31,2005
              
              Weighted
                  Average Remaining Contractual Life
              
              Weighted
                  Average
                Exercise
                  Price
              
              Number
                  Exercisable at
                July
                  31, 2005
              
              Weighted
                  Average
                Exercise
                  Price$         
                  (*)
              
              
              400,000
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
 
 (*)
        Performance based options consisting of 200,000 shares to each of two
        individuals (aggregating 400,000 shares) that represented the sellers of
        Orthogen Corporation to the Company; subsequent to the acquisition one
        individual became an employee and the other a consultant.
 
 **Note
        I - Legal Matters**
 The
        Company from time-to-time is a party to various legal proceedings. In the
        opinion of management, none of the proceedings are expected to have a material
        impact on the Company’s financial position or results of
        operations.
 
 **Note
        J - Liquidity**
 During
        the quarter ended July 31, 2005, net income totaled $86,047, and the Company
        realized a reduction of cash flow from operations of $246,245; the Company
        had
        an accumulated deficit of $703,512, positive working capital of $4,299,157
        and
        positive stockholders’ equity of $6,097,992.
 
 As
        of
        July 31, 2005, the Company had $1,442,633 in cash, $2,011,076 available under
        its revolving line of credit, $1,809,398 in net accounts receivable, and
        $2,123,254 in current inventory. The Company had accounts payable, accrued
        expenses and other payables in the aggregate of $479,757, revolving loans
        payable of $499,289 and notes and loans payable - current and capital leases
        current of $325,227.
 
 As
        of
        March 2, 2005, the Company realized an equity infusion net of closing fees
        totaling $3,447,000 from the issue and closing of a private placement (see
        Note-G Equity - for details).
 
 In
        February 2005 the Company realized $4,500 from the exercise of options.
        Individuals exercised 30,000 options for the exchange of 30,000 common stock
        shares at a cost of $.10 and $.25 per share.
 
 8
 
 Results
        are positive but if not maintained can negatively impact the Company. The
        ability of the Company to implement its business plan is dependent on the
        Company’s ability to hire qualified individuals to meet its sales and marketing
        objectives. With the completion of the private placement the Company believes
        that it has sufficient cash to reach its objectives over the following two
        years. However, there is no guarantee that the current financing arrangements
        will continue indefinitely. If adequate funds are not available either through
        operations or financing arrangements, the Company may be required to delay
        or
        scale back the growth of operations, product and service development efforts.
 
 **Note
        K - Notes Payable**
 In
        May
        2005 the Company entered into a lease agreement for the financing of a CNC
        machine. The machine was leased over a forty eight (48) month period. The
        machine was obtained to meet the Company’s manufacturing requirements.
 
 On
        January 30, 2005 the Company entered into a loan agreement for the financing
        of
        two added CNC machines. Two machines where financed over 48 months and maintain
        the Companies manufacturing capacity to meet growth objectives.
 
 On
        December 30, 2004, CommerceBank N.A. in conjunction with Exim Bank extended
        the
        Company’s line of credit to December 31, 2005 (see Note C second paragraph for
        full details).
  
 **Item
        2.**  **Management's
        Discussion and Analysis or Plan 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 July
        31,
        2005 and 2004 are presented net of returns and allowances, sales discounts,
        advertising and promotions.
 
 **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
        generally accepted accounting principles. 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
        deferred tax assets, estimated useful life of fixed assets and the carrying
        value of long-term assets, intangible assets and allowances for sales returns,
        obsolete and slow moving inventory and reserves 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.
 
 9
 
 **RESULTS
        OF OPERATION (Three Months ended July 31, 2005, compared to the Three Months
        ended July 31, 2004)**
 
 **Volume**   The
        net
        sales (revenues) for the quarter increased by 39% over the prior year comparable
        quarter. The domestic market increased by 51% and the international market
        increased by 34% over the comparable prior year quarter. The growth reflects
        improved market penetration.
 
 **Cost
        of Goods Sold**   As
        a
        percent of sales, cost of goods sold totaled 33% which was 5 points higher
        than
        the comparable prior year quarter. Costs incurred in relation to sales activity
        reflected no material change except increased product discounts offered for
        promotional activity.
 
 **Gross
        Profit**   Gross
        profit for the period increased by 29% over the prior year comparable quarter.
        Gross margin percentages decreased by 5 points to 67% for the quarter due
        to
        continued and increasing product promotional activities. Margins are expected
        to
        range from 67% to 72% over the next two years due to continued effort by
        management to develop the market.
 
 **Selling
        Expenses**   Selling
        expenses for the quarter increased by 69% over the prior year comparable
        quarter
        and are a direct result of an increased sales staff, cost increases due to
        sales
        growth, and continued market development. A domestic marketing and sales
        manager
        have been hired and added sales staff is still to be hired; hence, costs
        are
        expected to continue to increase over the ensuing months.
 
 **General
        and Administrative Expenses**   General
        and administrative expenses increased by 7% over the comparable quarter of
        2004.
        The increase in expenses was due to staff additions to support growth, royalty
        expenses incurred and added general insurance costs incurred due to growth.
 
 **Research
        and Development Expenses**  Research
        and development expenses increased 8% for the quarter over the comparable
        quarter in 2004. Increased costs incurred were for ongoing studies and research
        being completed on existing products for marketing use and new products in
        development.
  **Operating
        Income**   Results
        from operations increased by $37,401 compared to the same quarter of 2004.
        The
        higher result achieved is directly due to management’s investment in market and
        sales development, and bringing new products to market.
 
 **Other
        Income/Expenses**   No
        other
        income was realized for the current quarter. Interest expense decreased by
        16%
        over the comparable prior year quarter as a result of lower borrowings
        outstanding on the revolving line of credit.
 
 **Net
        Income**   Net
        income realized for the quarter totaling $86,047 compared to $40,906 for
        the
        same prior year quarter. The increase was due to the continued sales growth
        realized.
 
 
 **RESULTS
        OF OPERATION (Nine Months ended July 31, 2005, compared to the Nine Months
        ended
        July 31, 2004)**
 
 **Volume**   Net
        sales
        (revenues) for the nine months ending July 31, 2005, increased by 42% 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
        36% and the international market by 44% over the comparable nine month 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 was 32% a 2 point increase over the comparable
        prior year period. Expense increases incurred were for costs incurred in
        relation to sales activity reflected no material change except increased
        product
        discounts offered for promotional activity.
 
 10
  **Gross
        Profit**   Gross
        profit for the nine month period increased by 37% over the comparable prior
        year
        period, and the related gross margin percentage decreased from 70% to 68%.
        The
        reduction is the result of increased promotional activity and discounting
        offered to increase market share.
 
 **Selling
        Expenses**   Selling
        expenses for the nine months increased by 54% over the comparable prior year
        period. The increase is attributable to higher sales staff expenses, including
        commissions incurred, increased travel expenses and marketing costs. Overall,
        increases are expected in the future and are primarily attributed to continued
        sales staff additions, increased market presence and promotional activities
        instituted.
 
 **General
        and Administrative Expenses**   General
        and administrative expenses increased by 44% over the comparable prior year
        nine
        months period. The increased expenses are attributed to continual operational
        support of market development, staff costs, system requirements, professional
        fees, bad debt expense allowance due to receivables outstanding growth, royalty
        expenses incurred due to higher sales realized, and stock expenses incurred
        for
        the payment of services to directors, officers, employees and third parties.
 
 **Research
        and Development Expenses**  Research
        and development expenses for the nine months increased by 18% over the
        comparable period prior year. The increased costs are attributable to higher
        costs incurred for ongoing studies for marketing use and research for new
        product development.
  **Operating
        Income**   Results
        from operations for the nine months totaled $73,271 compared to $188,183
        for the
        same period prior year. The lower results achieved are a direct result of
        increased costs incurred to obtain market share and stock issued for services.
 
 **Other
        Income/Expenses**   Gain
        on
        involuntary conversion increased by $29,481 due to insurance proceeds realized
        on an involuntary conversion of equipment. Interest expense increased by
        9% over
        the comparable prior year period due to higher debt outstanding in the first
        two
        quarters of 2005, prior to the consummation of the Company’s placement.
 
 **Net
        Income**   Net
        income for the nine months totaled $51,857 compared to $147,335 for the same
        prior year period. The reduced results are due to costs incurred in developing
        the Company’s marketing and sales effort to realize management’s objectives. The
        Company expects to operate on a break-even basis or at a loss as added sales
        staff is hired to expand market penetration both domestically and
        internationally for the next eighteen months.
 
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 On
        November 26, 2001, the Company entered into an equipment loan of $300,000
        from a
        lender at an interest rate of 7.5% for a term of five years. The loan was
        collateralized with existing equipment and repayable over the initial 12
        months
        at interest only and equal payments over the remaining 48 months.
 
 On
        December 30, 2004, the Company entered into an extension to December 31,
        2005,
        of its current CommerceBank N.A. and EximBank US insurance guarantee for
        international inventory and receivables totaling $2,500,000 up from $2,000,000.
        The Company also entered into a separate domestic receivables credit line
        with
        CommerceBank N.A. totaling $250,000 and is still amortizing an existing term
        debt agreement entered into in 2001. The Company pledged essentially all
        of its
        assets as collateral to secure the loan arrangement and the international
        revolving loan is in turn 90% guaranteed by EximBank. The interest rate is
        at
        the prime rate in effect plus 1.0%, down from 2.0%, with the domestic revolving
        loan remaining at 2.0%. To provide added security for the above revolving
        loan,
        the Company also has obtained EximBank credit guarantees on select international
        receivables at a cost of $.80, down from $1.06, per $100 as invoices are
        issued
        and reported.
 
 11
 The
        Company completed a private placement for 5,000,000 shares of common stock
        on
        March 2, 2005, for $3.75 million ($0.75 per share). The cost of this placement
        was $225,000 of which $30,000 had been expensed in prior periods as retainer
        fees and the issuance of warrants to purchase 500,000 shares, and $108,000
        was
        due to other expenses directly related to the solicitation and issue of the
        private placement shares. The financing was led by healthcare venture capital
        firm Radius Ventures, with other accredited institutional and individual
        investors also participating.
 
 The
        Company realized $4,500 from the exercise of two options for the issue of
        30,000
        shares of common stock.
 
 The
        Company’s current ratio increased to 4.30 on July 31, 2005, up from 1.19 on July
        31, 2004, due to growth in receivables and inventory, and capital raised
        from
        the private placement which closed in March 2005. For the nine months ended
        July
        31, 2005, the Company’s revolving loan payable decreased by $1,400,143 and the
        Company had $2,011,076 of credit line available.
 
 In
        an
        effort to increase sales related to the Company’s business, the Company has
        actively been developing its sales force. To date, a Vice President Domestic
        Sales and Vice President Marketing have been hired, and sales staff positions
        are in the process of being filled.
 
 Future
        financing may not be available on a timely basis, in sufficient amounts or
        on
        terms acceptable to the Company. Future financing in the form of equity
        transactions may result in dilution of equity. Any additional debt financing
        may
        contain additional covenants. T he
        Company anticipates having adequate capital and liquidity for the next 24
        months.
 
 
 **OUTLOOK**
 
 Operations
        for the first nine months of 2005 resulted in a net income of $51,857, which
        was
        due to growth in both the domestic and international markets. Management
        expects
        to operate on a break-even basis or at a loss over the next 18 months due
        to
        continued market development and expansion of the sales staff both domestic
        and
        international.
 
 
 **FORWARD-LOOKING
        STATEMENTS**
 
 Certain
        statements in this Form 10-QSB are forward-looking statements within the
        meaning
        of 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,
        whether
        as a result of new information, future events or otherwise.
 
 
 **RISK
        FACTORS**
 
 Forward-looking
        statements are based on expectations, forecasts and assumptions by our
        management and involve a number of risks, uncertainties, and other factors
        that could
        cause actual results to differ materially from those stated, including, and
        without limitation:
 
 12
 -
        decline
        in sales due to slowing economic growth, geo-political events or other factors;
 -
        lower-than-anticipated market acceptance of new products;
 -
        increased safety, testing and evaluation of US FDA and ISO
        requirements;
 -
        changes
        in interest rates;
 -
        higher
        prices for or reduced availability of energy and raw materials;
 -
        inability to access debt or security markets at reasonable rates or sufficient amounts;
 -
        higher-than-expected credit losses;
 -
        increased price competition for implants and prosthetic parts;
 
 The
        risk
        factors detailed above may not be all inclusive but represent reasonable
        expectations or assumptions made by management in preparing the forward-looking
        statements.
 
 
 **Item
        3.**  **Controls
        and Procedures**
 
 **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 Securities and Exchange Commission, and to process, summarize and disclose
        this information within the time periods specified in the rules of the
        Securities and Exchange Commission. 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 Securities and Exchange Commission
        within the required time periods.
 
 **Internal
        Controls**   The
        Company maintains a system of internal controls designed to provide reasonable
        assurance that transactions are executed in accordance with management’s general
        or specific authorization and that transactions are recorded as necessary
        (1) to
        permit preparation of financial statements in conformity with generally accepted
        accounting principles, and (2) to maintain accountability for assets; access
        to
        assets is permitted only in accordance with management’s general or specific
        authorization; and the recorded accountability for assets is compared with
        the
        existing assets at reasonable intervals and appropriate action is taken with
        respect to any difference.
 
 Since
        the
        date of the most recent evaluation of the Company’s internal controls by the
        Chief Executive and Chief Financial Officers, there have been no significant
        changes in such controls or in other factors that could have significantly
        affected those controls, including any corrective actions with regard to
        significant deficiencies and material weaknesses.
  
 **PART
        II. OTHER INFORMATION**
 
 **Item
        1.**  **Legal
        Proceedings**
 
 From
        time-to-time the Company is a participant to business disputes arising in
        the
        normal course of its business operations. The Company’s management believes that
        none of these actions, standing alone or in the aggregate is currently material
        to the Company’s operations or financial condition.
 
 13
 
 **Item
        2.**  **Unregistered
        Sales of Equity Securities and Use of Proceeds**
 
 None.
 
 
 **Item
        3.**  **Defaults
        Upon Senior Securities**
 
 None.
 
 
 **Item
        4.**  **Submission
        of Matters to a Vote of Security Holders**
 
 At
        the
        Annual Stockholders Meeting held on June 3, 2005, the following items where
        approved by the solicitation of proxies and stockholders present at the
        meeting:
 
 1.
              Election
                  of the following individuals as
                  Directors:
 
 -
        elected
        for two
        years   Bruce
        L.
        Hollander
 Ingo
        K.
        Kozak
 Neil
        H.
        Smith
 -
        elected
        for one year  Daniel
        C.
        Lubin
 Cary
        A.
        Shapoff
 Harold
        Weisman, Esq.
 
 2.
              Election
                  of the continued engagement of the CPA Firm of Daszkal Bolton LLP
                  as the
                  Company’s independent auditors for fiscal year
                  2005.
 
 Election
        results for both matters listed above where approved by a majority of
        stockholders present or voted by proxy. Of the proxies mailed 65% were returned,
        34% not returned and voted by the Company’s Secretary, and 1% were returned due
        to non-deliverability. A total of 15,289,609 shares were outstanding as of
        the
        record date of the close of business on April 12, 2005.
 
 
 **Item
        5.**  **Other
        Information**
 
 None.
 
 
 **Item
        6. Exhibits**
 
 21
              Subsidiaries
                  of Registrant included in the Consolidated Financial Statements
                  of the
                  Issuer are:
 Name of entity
                State or CntryOrthogen Corporation
                New JerseyMicro-Lok Mexico S.A.CE C.V.
                Mexico DFBio-Lok Chile S.A.
                ChileBio-Lok Int’l. Pty. Inc.
                Australia
  31.1
              Certification
                  of Chief Executive Officer Pursuant to Rule 13a-15(e) or 15d -
                  15(e) of
                  the Securities Exchange Act of 1934, as Adopted Pursuant to Section
                  302 of
                  the Sarbanes-Oxley Act of 2002.
  31.2
              Certification
                  of Chief Financial Officer Pursuant to Rule 13a-15(e) or 15d -
                  15(e) of
                  the Securities Exchange Act of 1934, as Adopted Pursuant to Section
                  302 of
                  the Sarbanes-Oxley Act of 2002.
 
 32.1
              Certification Of Chief Executive Officer Pursuant
                to 18
                U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.
 
 32.2
              Certification Of Chief Financial Officer Pursuant
                to 18
                U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.
  
 14
 
 **SIGNATURES**
 
 **In
        accordance with the requirements of the Exchange Act, the Registrant caused
        this
        Report to be signed on its behalf by the undersigned, thereunto duly
        authorized.**
 
 BIOLOK
        INTERNATIONAL INC .
 (Registrant)
 September
                  13, 2005Date
              By:
              /s/ Bruce
                L. HollanderBruce
                L. HollanderPresident
                and Chief Executive Officer
 September
                13, 2005Date
              By:
              /s/ Ingo
                K KozakIngo
                K KozakVice
                President Finance and Administration andChief Financial Officer
 
  15