UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
  Washington, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE 
  SECURITIES ACT OF 1934 
  For the quarterly period ended November 30, 2002

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
  
  OF THE SECURITIES ACT OF 1934

For the transition period from ________ to ________

Commission file number: 0-49685

Bi-Optic Ventures Inc.
  
  (Name of small business issuer in its charter)

|British Columbia, Canada                     |  | N/A             
|-------------------------------------------- |  | ----------------
|                                             |  |                 
|(Jurisdiction of Incorporation/Organization) |  | (IRS Tax ID No.)

1030 West Georgia Street #615, Vancouver, British Columbia,
  Canada V6E 2Y3 
  (Address of principal executive offices)

Issuers Telephone Number: 604-689-2646

Securities to be registered pursuant to Section 12(b) of
  the Act: None

Securities to be registered pursuant to Section 12(g) of
  the Act: Common Shares without par value. 
  (Title of Class)

Indicate the number of shares outstanding of each of the issuer's classes of common stock,as of 12/31/2002: 4,364,235 Common Shares w/o par value

Transitional Small Business Disclosure Format (Check one):Yes [  
  ] No [X]

---

PART 1 
  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS













---

BI-OPTIC VENTURES INC.

FINANCIAL STATEMENTS

NOVEMBER 30, 2002

(Prepared in Canadian Dollars)











REVIEW ENGAGEMENT REPORT

BALANCE SHEET

STATEMENT OF OPERATIONS AND DEFICIT

STATEMENT OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

---

|J. A. MINNI & ASSOCIATES INC.        | SUITE 1104-750 WEST PENDER STREET
|------------------------------------ | ---------------------------------
|CERTIFIED GENERAL ACCOUNTANT         | VANCOUVER, BRITISH COLUMBIA      
|                                     | CANADA V6C 2T8                   
|Jerry A. Minni, C.G.A. *             |                                  
|Geoffrey S. V. Pang, C.G.A., FCCA ** | TELEPHONE: (604)683-0343         
|                                     | FAX: (604)683-4499               
|* Incorporated Professional          |                                  
|** Associate                         |                                  







REVIEW ENGAGEMENT REPORT

The Shareholders, 
  Bi-Optic Ventures Inc.

I have reviewed the balance sheet of BI-OPTIC VENTURES
  INC. as at November 30, 2002and thestatements of operations,
  deficit and cash flows for the period of nine months ended November 30, 2002.
  My review was made in accordance with Canadian generally accepted standards
  for review engagements and accordingly consisted primarily of enquiry, analytical
  procedures and discussion related to information supplied to me by the Company.

A review does not constitute an audit and consequently I do
  not express an audit opinion on these financial statements.

Based on my review, nothing has come to my attention that
  causes me to believe that these financial statements are not, in all material
  respects, in accordance with Canadian generally accepted accounting principles.

J.A. Minni & Associates Inc.

CERTIFIED GENERAL ACCOUNTANT

Vancouver, BC 
  January 07, 2003

---

BI-OPTIC VENTURES INC.

BALANCE SHEET AS AT NOVEMBER 30, 2002

(UNAUDITED)

ASSETS

|                                           |   | Nov. 30, |  |   | Feb. 28, | 
|------------------------------------------ | - | -------- |  | - | -------- | 
|                                           |   | 2002     |  |   | 2002     | 
|CURRENT                                    |   |          |  |   |          | 
|Cash                                       | $ | -        |  | $ | 4,196    | 
|GST recoverable                            |   | 1,835    |  |   | 3,402    | 
|Due by related parties (Note 4)            |   | 650      |  |   | 1,500    | 
|Prepaid expenses and deposits              |   | -        |  |   | 5,000    | 
|                                           |   |          |  |   |          | 
|                                           |   | 2,485    |  |   | 14,098   | 
|CAPITAL ASSETS, at cost net of accumulated |   |          |  |   |          | 
|amortization of $5,827 (2002 - $ 5,148)    |   | 3,673    |  |   | 4,352    | 
|                                           |   |          |  |   |          | 
|                                           | $ | 6,158    |  | $ | 18,450   | 
|                                           |   |          |  |   |          | 

LIABILITIES

|CURRENT                                                |   |         |  |   |        | 
|------------------------------------------------------ | - | ------- |  | - | ------ | 
|Excess of cheques written over funds
      on deposits | $ | 1,599   |  | $ | -      | 
|Accounts payable and accrued liabilities               |   | 70,469  |  |   | 58,908 | 
|                                                       |   |         |  |   |        | 
|                                                       |   | 72,068  |  |   | 58,908 | 
|                                                       |   |         |  |   |        | 
|LOANS FROM AND AMOUNTS DUE TO                          |   |         |  |   |        | 
|RELATED PARTIES (Note 4)                               |   | 47,300  |  |   | 20,340 | 
|                                                       |   |         |  |   |        | 
|                                                       |   |         |  |   |        | 
|                                                       |   | 119,368 |  |   | 79,248 | 
|                                                       |   |         |  |   |        | 

SHAREHOLDERS DEFICIENCY

|SHARE CAPITAL (Note 3) |   | 2,639,192  |   |   | 2,599,192  |  
|---------------------- | - | ---------- | - | - | ---------- | -
|                       |   |            |   |   |            |  
|DEFICIT                |   | (2,752,402 | ) |   | (2,659,990 | )
|                       |   |            |   |   |            |  
|                       |   |            |   |   |            |  
|                       |   | (113,210   | ) |   | (60,798    | )
|                       |   |            |   |   |            |  
|                       |   |            |   |   |            |  
|                       | $ | 6,158      |   | $ | 18,450     |  
|                       |   |            |   |   |            |  

APPROVED BY THE DIRECTORS:

/s/ Harry Chew

/s/ Sonny Chew

The accompanying notes are an integral part of the financial
  statements.

---

BI-OPTIC VENTURES INC.

STATEMENT OF OPERATIONS AND DEFICIT

FOR THE PERIOD ENDED NOVEMBER 30, 2002

(UNAUDITED)

|                                   |   | 3 months ended Nov 30, |   |   | 9 months ended Nov 30, |  
|---------------------------------- | - | ---------------------- | - | - | ---------------------- | -
|                                   |   | 2002                   |   |   | 2001                   |  
|REVENUE                            |   |                        |   |   |                        |  
|                                   | $ | -                      |   | $ | -                      |  
|                                   |   |                        |   |   |                        |  
|                                   |   |                        |   |   |                        |  
|EXPENSES                           |   |                        |   |   |                        |  
|Amortization                       |   | 213                    |   |   | 270                    |  
|Bank charges and interest          |   | 82                     |   |   | 59                     |  
|Consulting                         |   | 2,000                  |   |   | -                      |  
|Management fees                    |   | 7,500                  |   |   | 7,500                  |  
|Office and miscellaneous           |   | 1,039                  |   |   | 129                    |  
|Professional fees                  |   | 6,470                  |   |   | 11,404                 |  
|Rent                               |   | 7,500                  |   |   | 6,000                  |  
|Shareholder information and        |   |                        |   |   |                        |  
|public relation                    |   | 620                    |   |   | -                      |  
|Transfer agent and regulatory fees |   | 952                    |   |   | 795                    |  
|Travel and promotion               |   | 1,337                  |   |   | 1,485                  |  
|                                   |   |                        |   |   |                        |  
|                                   |   | 27,713                 |   |   | 27,642                 |  
|                                   |   |                        |   |   |                        |  
|                                   |   |                        |   |   |                        |  
|NET LOSS FOR THE PERIOD            |   | (27,713                | ) |   | (27,642                | )
|                                   |   |                        |   |   |                        |  
|DEFICIT, BEGINNING OF PERIOD       |   | (2,724,689             | ) |   | (2,207,806             | )
|                                   |   |                        |   |   |                        |  
|                                   |   |                        |   |   |                        |  
|DEFICIT, END OF PERIOD             | $ | (2,752,402             | ) | $ | (2,235,448             | )
|                                   |   |                        |   |   |                        |  
|                                   |   |                        |   |   |                        |  
|LOSS PER SHARE                     | $ | .01                    | ) | $ | (0.01                  | )
|                                   |   |                        |   |   |                        |  

The accompanying notes are an integral part of the financial
  statements.

---

BI-OPTIC VENTURES INC.

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED NOVEMBER 30, 2002

(UNAUDITED)

|                                              |   | 3 months ended Nov 30, |   |   | 9 months ended Nov 30, |  
|--------------------------------------------- | - | ---------------------- | - | - | ---------------------- | -
|                                              |   | 2002                   |   |   | 2001                   |  
|                                              |   |                        |   |   |                        |  
|OPERATING ACTIVITIES                          |   |                        |   |   |                        |  
|                                              |   |                        |   |   |                        |  
|Net loss for the period                       | $ | (27,713                | ) | $ | (27,642                | )
|                                              |   |                        |   |   |                        |  
|Items not involving cash:                     |   |                        |   |   |                        |  
|Amortization                                  |   | 213                    |   |   | 270                    |  
|                                              |   |                        |   |   |                        |  
|Cash provided (used) by net changes in        |   |                        |   |   |                        |  
|non-cash
      working capital items:         |   |                        |   |   |                        |  
|Decrease
      (increase) in GST recoverable  |   | 26                     |   |   | (898                   | )
|Decrease
      (increase) in amount due by    |   |                        |   |   |                        |  
|related
      parties                         |   | 101                    |   |   | 18,690                 |  
|Decrease
      (increase) in prepaid expenses |   |                        |   |   |                        |  
|and
      deposits                            |   | -                      |   |   | -                      |  
|Increase
      (decrease) in amounts payable  |   |                        |   |   |                        |  
|accrued
      liability                       |   | 6,879                  |   |   | 8,607                  |  
|                                              |   |                        |   |   |                        |  
|                                              |   | (20,494                | ) |   | (973                   | )
|                                              |   |                        |   |   |                        |  
|                                              |   |                        |   |   |                        |  
|FINANCING ACTIVITIES                          |   |                        |   |   |                        |  
|                                              |   |                        |   |   |                        |  
|Due to and loans from related parties         |   | 4,805                  |   |   | 545                    |  
|Excess of cheques written over funds          |   |                        |   |   |                        |  
|on
      deposit                              |   | 689                    |   |   | 428                    |  
|Proceeds from shares issued                   |   | 15,000                 |   |   | -                      |  
|                                              |   |                        |   |   |                        |  
|                                              |   | 20,494                 |   |   | 973                    |  
|                                              |   |                        |   |   |                        |  
|                                              |   |                        |   |   |                        |  
|DECREASE IN CASH                              |   | -                      |   |   | -                      |  
|                                              |   |                        |   |   |                        |  
|CASH, BEGINNING OF PERIOD                     |   | -                      |   |   | -                      |  
|                                              |   |                        |   |   |                        |  
|                                              |   |                        |   |   |                        |  
|CASH, END OF PERIOD                           | $ | -                      |   | $ | -                      |  
|                                              |   |                        |   |   |                        |  

NON-CASH FINANCING ACTIVITIES INCLUDED THE FOLLOWING:

|Common shares issued for debt
      settlement | $ | - |  | $ | 119,263 |  | $ | - |  | $ | 119,263 | 
|---------------------------------------------- | - | - |  | - | ------- |  | - | - |  | - | ------- | 

The accompanying notes are an integral part of the financial
  statements.

---

BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2002

(UNAUDITED)

|1. | NATURE AND CONTINUANCE OF BUSINESS
      The company has been designated as inactive by the TSX Venture Exchange.
      The Company was previously in the mining business, operating
        as a junior mining company. On April 6, 2001, the Company changed its
        name from Royal Rock Ventures Inc. to Bi-Optic Ventures Inc. The Company
        is evaluating other business interests and projects. The financial statements
        have been prepared on the basis of accounting principles applicable to
        a going concern, which assumes that the Company will continue its operations
        and will be able to realize its assets and discharge its liabilities in
        the normal course of business. The ability of the Company to continue
        as a going concern is dependent upon, among other things, the continued
        financial support of the related parties and its ability to obtain the
        necessary financing for working capital, and ultimately upon its ability
        to generate future profitable operations.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

|BI-OPTIC VENTURES INC.                 |       
|-------------------------------------- | ------
|NOTES TO FINANCIAL STATEMENTS          |       
|FOR THE PERIOD ENDED NOVEMBER 30, 2002 |       
|(UNAUDITED)                            | Page 2

|3. | SHARE CAPITAL
|-- | -------------
|   |              
|   | a)           
|   |              
|   | b)           

| |                                       | Number of |  |   |           | 
| | ------------------------------------- | --------- |  | - | --------- | 
| |                                       | shares    |  |   | Amount    | 
| |                                       |           |  |   |           | 
| | Balance, February 28, 2001            | 1,770,382 |  | $ | 2,359,929 | 
| |                                       |           |  |   |           | 
| | Issued pursuant to debt settlement    | 993,853   |  |   | 119,263   | 
| |                                       |           |  |   |           | 
| | Issued pursuant to private placement  | 1,200,000 |  |   | 120,000   | 
| |                                       |           |  |   |           | 
| |                                       |           |  |   |           | 
| | Balance, February 28, 2002            | 3,964,235 |  |   | 2,599,192 | 
| |                                       |           |  |   |           | 
| | Issued pursuant to warrants exercised | 400,000   |  |   | 40,000    | 
| |                                       |           |  |   |           | 
| |                                       |           |  |   |           | 
| | Balance, November 30, 2002            | 4,364,235 |  | $ | 2,639,192 | 
| |                                       |           |  |   |           | 

|   | c)                         | Shares held in Escrow
      As at November 30, 2002, there were no shares held in escrow (Feb. 28,
        2002-Nil).                                                                                                                                                                                                                        
|-- | -------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                            |                                                                                                                                                                                                                                                                                                                                              
|   | d)                         | Share Purchase Warrants
      Pursuant to the private placement of 1,200,000 common
        shares at $0.10 per share, 1,200,000 non-transferable share purchase warrants
        were issued which entitle the holders to purchase 1,200,000 shares at
        $0.10 per share for a two year period to January 3, 2004 (400,000 exercised).
|   |                            |                                                                                                                                                                                                                                                                                                                                              
|   | e)                         | Stock Options
      There were no stock options outstanding as at November 30, 2002, (Feb.
        28, 2002-Nil).                                                                                                                                                                                                                            
|   |                            |                                                                                                                                                                                                                                                                                                                                              
|4. | RELATED PARTY TRANSACTIONS
|   |                            |                                                                                                                                                                                                                                                                                                                                              
|   | a)                         | During the period the Company paid and/or accrued
        management fees of $22,500 (2001 - $22,500), rent, accounting and professional
        services of $29,250 (2001 - $20,750) to companies controlled by directors.                                                                                                                  
|   |                            |                                                                                                                                                                                                                                                                                                                                              
|   | b)                         | The amount of $47,300 due to and loans from related
        parties are non-interest bearing, unsecured, with no fixed terms of repayment.
        The amount due by related parties of $750 is non interest bearing, unsecured,
        and repayable on demand.                                                                            

---

|BI-OPTIC VENTURES INC.                 |       
|-------------------------------------- | ------
|NOTES TO FINANCIAL STATEMENTS          |       
|FOR THE PERIOD ENDED NOVEMBER 30, 2002 |       
|(UNAUDITED)                            | Page 3

|5. | DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES IN CANADA AND THE UNITED STATES
      The Company follows Canadian generally accepted accounting principles which
      are different in some respects from those applicable in the United States
      as follows:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                       
|   | (a)                                                                                                                                                                                                                                                                                   

| |                            |   | Nov 30,   |   |   | Feb 28,   |   |   | Nov 30,   |  
| | -------------------------- | - | --------- | - | - | --------- | - | - | --------- | -
| |                            |   | 2002      |   |   | 2002      |   |   | 2001      |  
| |                            |   |           |   |   |           |   |   |           |  
| | Weighted average number of |   |           |   |   |           |   |   |           |  
| | shares outstanding:        |   |           |   |   |           |   |   |           |  
| | Per Canadian GAAP          |   | 4,090,417 |   |   | 2,535,958 |   |   | 2,254,660 |  
| | Per US GAAP                |   | 4,090,417 |   |   | 2,535,958 |   |   | 2,254,660 |  
| |                            |   |           |   |   |           |   |   |           |  
| | Net loss per US GAAP       | $ | (92,412   | ) | $ | (491,767  | ) | $ | (116,643  | )
| |                            |   |           |   |   |           |   |   |           |  
| |                            |   |           |   |   |           |   |   |           |  
| | Net loss per Canadian GAAP | $ | (92,412   | ) | $ | (452,013  | ) | $ | (76,889   | )
| |                            |   |           |   |   |           |   |   |           |  
| |                            |   |           |   |   |           |   |   |           |  
| | Loss per share per         |   |           |   |   |           |   |   |           |  
| | US GAAP (basic)            | $ | (0.02     | ) | $ | (0.19     | ) | $ | (0.05     | )
| |                            |   |           |   |   |           |   |   |           |  
| |                            |   |           |   |   |           |   |   |           |  
| | Loss per share per         |   |           |   |   |           |   |   |           |  
| | Canadian GAAP (basic)      | $ | (0.02     | ) | $ | (0.18     | ) | $ | (0.03     | )
| |                            |   |           |   |   |           |   |   |           |  
| |                            |   |           |   |   |           |   |   |           |  
| | Loss per share per         |   |           |   |   |           |   |   |           |  
| | US GAAP (diluted)          | $ | (0.02     | ) | $ | (0.13     | ) | $ | (0.05     | )
| |                            |   |           |   |   |           |   |   |           |  

---

|BI-OPTIC VENTURES INC.                 |       
|-------------------------------------- | ------
|NOTES TO FINANCIAL STATEMENTS          |       
|FOR THE PERIOD ENDED NOVEMBER 30, 2002 |       
|(UNAUDITED)                            | Page 4

|5. | DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES IN CANADA AND THE UNITED STATES - continued
|-- | --------------------------------------------------------------------------------------------------------------
|   |                                                                                                               
|   | b)                                                                                                            
|   |                                                                                                               
|   | c)                                                                                                            
|   |                                                                                                               
|   | d)                                                                                                            
|   |                                                                                                               
|   | The impact of the foregoing on the financial
      statements is as follows:                                  

| |                                                        |   | Nov 30,    |   |   | Feb 28,    |  
| | ------------------------------------------------------ | - | ---------- | - | - | ---------- | -
| | Balance Sheets                                         |   | 2002       |   |   | 2002       |  
| |                                                        |   |            |   |   |            |  
| | Total assets per Canadian and US GAAP                  | $ | 6,158      |   | $ | 18,450     |  
| |                                                        |   |            |   |   |            |  
| |                                                        |   |            |   |   |            |  
| | Total liabilities per Canadian and US GAAP             | $ | 119,368    |   | $ | 79,248     |  
| |                                                        |   |            |   |   |            |  
| |                                                        |   |            |   |   |            |  
| | Deficit, end of period per Canadian GAAP               | $ | (2,752,402 | ) | $ | (2,659,990 | )
| |                                                        |   |            |   |   |            |  
| | Adjustment for valuation of shares for debt settlement |   | (39,754    | ) |   | (39,754    | )
| |                                                        |   |            |   |   |            |  
| |                                                        |   |            |   |   |            |  
| | Deficit, end of period per US GAAP                     | $ | (2,792,156 | ) | $ | (2,699,744 | )
| |                                                        |   |            |   |   |            |  

---

|BI-OPTIC VENTURES INC.                 |       
|-------------------------------------- | ------
|NOTES TO FINANCIAL STATEMENTS          |       
|FOR THE PERIOD ENDED NOVEMBER 30, 2002 |       
|(UNAUDITED)                            | Page 5

|5. | DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      IN CANADA AND THE UNITED STATES - continued
|-- | --------------------------------------------------------------------------------------------------------------

| | Share capital per Canadian GAAP                         | $ | 2,639,192 |   | $ | 2,599,192 |  
| | ------------------------------------------------------- | - | --------- | - | - | --------- | -
| |                                                         |   |           |   |   |           |  
| | Adjustment for fair value of shares for debt settlement |   | 39,754    |   |   | 39,754    |  
| |                                                         |   |           |   |   |           |  
| |                                                         |   |           |   |   |           |  
| | Share capital per US GAAP                               | $ | 2,678,946 |   | $ | 2,638,946 |  
| |                                                         |   |           |   |   |           |  
| |                                                         |   |           |   |   |           |  
| | Total shareholders equity per Canadian and US GAAP     | $ | (113,210  | ) | $ | (60,798   | )
| |                                                         |   |           |   |   |           |  

| |                                             |   | Nov 30, |   |   | Nov 30,  |  
| | ------------------------------------------- | - | ------- | - | - | -------- | -
| | Statements of Deficit                       |   | 2002    |   |   | 2001     |  
| |                                             |   |         |   |   |          |  
| | Net loss per Canadian GAAP                  | $ | (92,412 | ) | $ | (76,889  | )
| |                                             |   |         |   |   |          |  
| | Adjustment for undervaluation of shares     |   |         |   |   |          |  
| | for debt settlement                         |   | -       |   |   | (39,754  | )
| |                                             |   |         |   |   |          |  
| |                                             |   |         |   |   |          |  
| | Net loss per US GAAP                        | $ | (92,412 | ) | $ | (116,643 | )
| |                                             |   |         |   |   |          |  
| |                                             |   |         |   |   |          |  
| |                                             |   | Nov 30, |   |   | Nov 30,  |  
| | Statements of cash flows                    |   | 2002    |   |   | 2001     |  
| |                                             |   |         |   |   |          |  
| | Cash flows from operating activities per    |   |         |   |   |          |  
| | Canadian GAAP                               | $ | (73,605 | ) | $ | (99,027  | )
| |                                             |   |         |   |   |          |  
| | Adjustment for undervaluation of shares for |   |         |   |   |          |  
| | debt settlement                             |   | -       |   |   | (39,754  | )
| |                                             |   |         |   |   |          |  
| | Cash flows from operating activities        |   |         |   |   |          |  
| | per US GAAP                                 |   | (73,605 | ) |   | (138,781 | )
| |                                             |   |         |   |   |          |  
| | Cash flows from financing activities per    |   |         |   |   |          |  
| | Canadian GAAP                               |   | 69,409  |   |   | 99,027   |  
| |                                             |   |         |   |   |          |  
| | Adjustment for undervaluation of shares     |   |         |   |   |          |  
| | for debt settlement                         |   | -       |   |   | 39,754   |  
| |                                             |   |         |   |   |          |  
| | Cash flows from financing activities per    |   |         |   |   |          |  
| | US GAAP                                     |   | 69,409  |   |   | 138,781  |  
| |                                             |   |         |   |   |          |  
| | Decrease in cash per Canadian               |   |         |   |   |          |  
| | and US GAAP                                 | $ | (4,196  | ) | $ | -        |  
| |                                             |   |         |   |   |          |  

---

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS

The following information contains certain forward-looking
  statements that anticipate future trends or events. These statements are based
  on certain assumptions that may prove to be erroneous and are subject to certain
  risks including but not limited to the risks of increased competition in the
  Company's industry and other risks detailed in the Company's Securities and
  Exchange Commission filings. Accordingly, actual results may differ, possibly
  materially, from the predictions contained herein.

Results of Operations

The trading of the Companys common shares on the TSX
  Venture Exchange is regulated by the policies of the exchange that include various
  numerical maintenance thresholds regarding assets, funds expended on operations,
  and minimum working capital. The Company has been designated as inactive by
  the TSX Venture Exchange and failed to submit a reactivation plan to meet Tier
  2 maintenance requirements by 9/30/2002. Accordingly, the Companys common
  shares were suspended on 10/2/2002 from trading effective 10/3/2002 for the
  failure to maintain Tier Maintenance Requirements in accordance with Policy
  2.5 and being designated an Inactive Issuer for a period greater than 18-months.
  The Company is evaluating and performing due diligence on various projects for
  a possible acquisition or on a joint-venture basis.

The Company has not had any sources of revenue to date and
  has financed its activities substantially through equity financing. The Company
  has incurred net losses each year since inception and, as of 11/30/2002 had
  an accumulated deficit of ($2,752,402). The net loss for the Nine Months ended
  11/30/2002 was ($92,412) compared to ($76,889) for the same period last year.
  Increased losses relates primarily to the consulting fees and associated costs
  incurred with respects to the Companys Form 10-SB registration with the
  US Securities and Exchange Commission and upcoming application for listing on
  the NASD OTC Bulletin Board.

Operating Expenses for the Nine Months Ended 11/30/2002 were
  $92,412 compared to $76,889 in the same period last year. Consulting fees were
  $15,270 versus $nil; management fees were $22,500 versus $22,500; rent/administration
  was $22,500 versus $18,000; and professional fees were $15,000 versus $22,461.
  Net Loss for the Nine Months was ($92,412) versus ($76,889). Loss Per Share
  was ($0.02) versus ($0.03).

The Companys Form 10-SB Registration Statement filed
  with the US Securities and Exchange Commission has been completed. The Company
  has pursued this avenue to improve corporate communication with its shareholders,
  especially those in the United States; and is proceeding with plans to list
  its common shares for trading on the NASD OTC Bulletin Board in the United States
  in early 2003.

---

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS (cont.)

Liquidity and Capital Resources

Working Capital deficit was ($69,583) at 11/30/2002.

Cash used in Nine Months Ended 11/30/2002 Operating Activities
  totaled ($60,800), including the ($92,412) Net Loss; the only significant adjusting
  item was a $30,995 change in non-cash working capital items. Cash used in Investing
  Activities was $nil. Cash provided by Financing Activities was $56,604, including
  the $40,000 from 400,000 common shares issued upon the exercise of share purchase
  warrants. There are a total of 800,000 warrants at an exercise price of $0.10
  which expire on 1/3/2004 still outstanding as at 11/30/2002.

PART II 
  OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS                                  
|------- | ---------------------------------------------------
|        | No Disclosure Necessary.                           
|        |                                                    
|ITEM 2. | CHANGES IN SECURITIES                              
|        | a.                                                 
|        | b.                                                 
|        | c.                                                 
|        | d.                                                 
|        |                                                    
|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES                    
|        | No Disclosure Necessary.                           
|        |                                                    
|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|        | No Disclosure Necessary.                           
|        |                                                    
|ITEM 5. | OTHER INFORMATION                                  
|        | No Disclosure Necessary                            
|        |                                                    
|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K                   
|        | a.                                                 
|        |                                                    
|        |                                                    
|        |                                                    
|        | b.                                                 
|        |                                                    

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.

Bi-Optic Ventures Inc. -- SEC File No. 0-49685 
  Registrant

|Date: January 13, 2003 |  | /s/ Harry Chew                    
|---------------------- |  | ----------------------------------
|                       |  |                                   
|                       |  | Harry Chew, President/CEO/Director

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EXHIBIT 99.1

CERTIFICATIONS

I, Harry Chew, certify that:

1. The registrant's other certifying officers and I have reviewed
  this Annual Report on Form 20-F of Bi-Optic Ventures Inc.;

2. Based on my knowledge, this quarterly report does not contain
  any untrue statement of a material fact or omit to state a material fact necessary
  to make the statements made, in light of the circumstances under which such
  statements were made, not misleading with respect to the period covered by this
  quarterly report;

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

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

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

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

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

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

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

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

6. The registrant's other certifying officers and I have indicated
  in this Annual Report whether or not there were significant changes in internal
  controls or in other factors that could significantly affect internal controls
  subsequent to the date of my most recent evaluation, including any corrective
  actions with regard to significant deficiencies and material weaknesses.

|Date: January 13, 2002 |  | /s/ Harry Chew                         
|---------------------- |  | ---------------------------------------
|                       |  |                                        
|                       |  | Harry Chew, President, CEO and Director

Certification Accompanying Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
  (18 U.S.C. Section 1350)

|In connection with the Quarterly
        Report of Bi-Optic Ventures Inc. (the "Company") on Form 20-F for the
        period ending November 30, 2002 as filed with the Securities and Exchange
        Commission on the date hereof (the "Report"), I, Harry Chew, Chief Executive
        Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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