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  August 31, 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 #707, 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 10/15/2002:   4,214,235 Common Shares w/o par value



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























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PART 1

FINANCIAL INFORMATION







ITEM 1.  FINANCIAL STATEMENTS





BI-OPTIC VENTURES INC.



FINANCIAL STATEMENTS



AUGUST 31, 2002



(Prepared in Canadian Dollars)



























REVIEW ENGAGEMENT REPORT



BALANCE SHEET



STATEMENT OF OPERATIONS AND DEFICIT



STATEMENT OF CASH FLOWS



NOTES TO FINANCIAL STATEMENTS









































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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 August 31, 2002 and the statements of operations, deficit and cash flows for the period of six months ended August 31, 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.









/s/  J.A. Minni & Associates Inc.

CERTIFIED GENERAL ACCOUNTANT







Vancouver, BC

October 15, 2002

































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BI-OPTIC VENTURES INC.



BALANCE SHEET AS AT AUGUST 31, 2002



(UNAUDITED)





ASSETS



August 31st   February 28th

2002           2002

-------------  -------------



CURRENT

Cash                                       $          0   $      4,196

GST recoverable                                   1,861          3,402

Due by related parties (Note 4)                   1,500          1,500

Prepaid expenses and deposits                         0          5,000

-------------  -------------

3,361         14,098



CAPITAL ASSETS, at cost net of accumulated

amortization of $5,614 (2002 - $5,148)            3,886          4,352

-------------  -------------

$      7,247   $     18,450

=============  =============



LIABILITIES



CURRENT

Excess of cheques written over funds

on deposits                              $       910    $          0

Accounts payable and accrued liabilities        63,590          58,908

-------------  -------------

64,500          58,908



LOANS FROM AND AMOUNTS DUE TO

RELATED PARTIES (Note 4)                          43,244          20,340

-------------  -------------

107,744          79,248



SHAREHOLDERS EQUITY

SHARE CAPITAL (Note 3)                           2,624,192       2,599,192



DEFICIT                                         (2,724,689)     (2,659,990)

(100,497)        (60,798)

-------------  -------------

$      7,247   $     18,450

=============  =============



APPROVED BY THE DIRECTORS:



/s/Harry Chew



/s/Sonny Chew



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



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BI-OPTIC VENTURES INC.



STATEMENT OF OPERATIONS AND DEFICIT



FOR THE PERIOD ENDED AUGUST 31, 2002



(UNAUDITED)







Three Months Ended        Six Months Ended

August 31st             August 31st

--------------------------  --------------------------

2002          2001          2002          2001

------------  ------------  ------------  ------------

REVENUE                       $         0   $         0   $         0   $         0



EXPENSES

Amortization                        226           286           466           590

Bank charges and interest           209           107           285           245

Consulting                        9,236             0        13,270             0

Management fees                   7,500             0        15,000        15,000

Office and miscellaneous          1,101           230         1,645           481

Professional fees                 4,730         1,250         8,530        11,057

Rent                              7,500         6,000        15,000        12,000

Shareholder information and

public relation               735         1,187         1,038         2,538

Transferagent/regulatory fees     3,455         3,611         4,367         6,832

Travel and promotion              4,029           337         5,098           504

------------  ------------  ------------  ------------

38,721        13,008        64,699        49,247

------------  ------------  ------------  ------------



NET LOSS FOR THE PERIOD           (38,721)      (13,008)      (64,699)      (49,247)

------------  ------------  ------------  ------------



DEFICIT, BEGINNING OF PERIOD   (2,685,968)   (2,244,216)   (2,659,990)   (2,207,977)



DEFICIT, END OF PERIOD        $(2,724,689)  $(2,257,224)  $(2,724,689)  $(2,257,224)

============  ============  ============  ============



LOSS PER SHARE                $     (0.01)  $     (0.01)  $     (0.02)  $     (0.03)

============  ============  ============  ============



































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



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BI-OPTIC VENTURES INC.



STATEMENT OF CASH FLOWS



FOR THE PERIOD ENDED AUGUST 31, 2002



(UNAUDITED)











Three Months Ended        Six Months Ended

August 31st             August 31st

--------------------------  --------------------------

2002          2001          2002          2001

------------  ------------  ------------  ------------



OPERATING ACTIVITIES



Net loss for the period     $   (38,721)  $   (13,008)  $   (64,699)  $   (49,247)

Items not involving cash:

Amortization                      226           286           466          590

Cash provided (used) by

net changes in non-cash

working capital items          4,535         2,288        11,223        7,761

------------  ------------  ------------  ------------

CASH USED BY OPERATING

ACTIVITIES                      (33,960)      (10,434)      (53,010)      (40,896)

------------  ------------  ------------  ------------



FINANCING ACTIVITIES



Due to and loans

from related parties            8,104        10,520        22,904        41,640

Excess of cheques written

over funds on deposit             856           (86)          910          (744)

Proceeds from shares issued      25,000             0        25,000             0

------------  ------------  ------------  ------------

CASH PROVIDED BY

FINANCING ACTIVITIES        33,960        10,434        48,814        40,896

------------  ------------  ------------  ------------



DECREASE IN CASH                        0             0        (4,196)            0



CASH, BEGINNING OF PERIOD               0             0         4,196             0

------------  ------------  ------------  ------------

CASH, END OF PERIOD           $         0   $         0   $         0   $         0

============  ============  ============  ============







NON-CASH FINANCING ACTIVITIES INCLUDED THE FOLLOWING:



Common shares issued

for debt settlement          $         0   $   119,263   $         0   $   119,263









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



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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2002

(UNAUDITED)



1.    NATURE AND CONTINUANCE OF BUSINESS



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)  Amortization/

Capital assets are recorded at cost and are amortized over their

estimated useful lives at 20% - 30% declining basis.  Further,

only one-half the amortization is taken on assets acquired during

the year.



(b)  Financial Instruments

The companys financial instruments consist primarily of cash,

GST recoverable, accounts receivable, prepaid expenses, amounts

due by related parties and accounts payable, and have their fair

market values approximating their carrying values.



(c)  Loss Per Share

Loss per share has been calculated based on the weighted average

number of shares outstanding during the period.  Diluted earnings

per share considers the dilutive impact of the conversion of

outstanding stock options and warrants as if the events had

occurred at the beginning of the period.



(d)  Use of Estimates



The preparation of financial statements in conformity with

generally accepted accounting principles requires management to

make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting

period.  Actual results could differ from those estimates.







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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2002

(UNAUDITED)



3.   SHARE CAPITAL



a)  Authorized

100,000,000 Common shares without par value.



b)  Issued and fully paid

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      250,000         25,000

--------------  ------------

Balance, August 31, 2002                  4,214,235     $ 2,624,192

==============  ============



c)  Shares held in Escrow

As at August 31, 2002, there were no shares held in escrow

(February 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

(250,000 exercised).



e)  Stock Options

There were no stock options outstanding as at August 31, 2002,

(February 28, 2002 = Nil).





4.  RELATED PARTY TRANSACTIONS



(a)  During the period the Company paid and/or accrued management fees of

$15,000 (2001 = $15,000), rent,  accounting and professional services

of $18,000 (2001 = $13,750) to companies controlled by directors.



(b)  The amount 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 $1,500 is non-interest bearing, unsecured,

and repayable on demand.









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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2002

(UNAUDITED)



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)  Loss Per Share

FASB 128 requires that the Company report basic loss per share, as

well as diluted loss per share.  Under US GAAP basic loss per share

is calculated by dividing loss over the weighted average number of

common shares outstanding during the year.  The weighted average

number of common shares outstanding excludes any shares that remain

in escrow, but may be earned out based on the Company meeting

certain performance criteria.  Under Canadian GAAP the calculation

of basic loss per share is similar except that escrowed shares are

included in determining the weighted average number of shares

outstanding.  Diluted loss per share reflects the potential

dilution that could occur if securities or other contracts to issue

common stock were exercised.



There were no outstanding stock options and shares held under

escrow at August 31, 2002, February 28, 2002, and August 31, 2001.



August 31st  February 28th  August 31st

2002          2002          2001

------------  ------------  ------------

Weighted average number of

shares outstanding:

Per Canadian GAAP                     4,002,278     2,535,958     2,002,641

Per US GAAP                           4,002,278     2,535,958     2,002,641



Net loss per US GAAP                $   (64,699)  $  (491,767)  $   (49,254)

Net loss per Canadian GAAP          $   (64,699)  $  (452,013)  $   (89,001)

Loss per share per US GAAP (basic)  $     (0.02)  $     (0.19)  $     (0.04)

Loss per share per Canadian

GAAP (basic)                      $     (0.02)  $     (0.18)  $     (0.04)



b)  Impairment Losses

Statement of Financial Accounting Standards No. 121 (the statement)

requires that long-lived assets and certain identifiable

intangibles to be held and used by an entity be reviewed for

impairment whenever events or changes in circumstances indicate

that the carrying amount of an asset may not be recoverable.  In

performing the review for recoverability, the Company should

estimate future cash flows expected to result from the asset and

its eventual disposition.  If the sum of the expected future

undiscounted cash flows is less than the carrying amount of the

asset, an impairment loss is recognized.  Impairment losses

resulting from the application of the statement should be

reported in the period in which the recognition criteria are met.



The Companys long-lived assets are capital assets.





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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2002

(UNAUDITED)



5.  DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA

AND THE UNITED STATES - continued



c)  Impairment Losses

Statement of Financial Accounting Standards No. 121 (the statement)

requires that long-lived assets and certain identifiable

intangibles to be held and used by an entity be reviewed for

impairment whenever events or changes in circumstances indicate

that the carrying amount of an asset may not be recoverable.  In

performing the review for recoverability, the Company should

estimate future cash flows expected to result from the asset and

its eventual disposition.  If the sum of the expected future

undiscounted cash flows is less than the carrying amount of the

asset, an impairment loss is recognized.  Impairment losses

resulting from the application of the statement should be reported

in the period in which the recognition criteria are met.

The Companys long lived assets are capital assets.



d)  Stock Options

The Company follows APB 25 for options granted to employees and

directors.  For employees and directors, compensation expense is

recognized under the intrinsic value method.  Under this method,

compensation cost is the excess, if any, of the quoted market

price at grant date over the exercise price.  Such expense is

reflected over the service period; if for prior services,

expensed at date of grant; if for future services, expensed over

vesting period.  There were no stock options granted/outstanding

at August 31, 2002 and 2001, and at February 28, 2002.



e)  Shares for Debt Settlement

US GAAP requires the issuance of shares to be recorded at its

Fair value.  The stocks trading price of $0.16 per share at the

date of the debt settlement agreements represented the best

estimate of the fair value.



The impact of the foregoing on the financial statements is as follows:



August 31st February 28th

2002          2002

-------------  -------------

Balance Sheets

Total assets per Canadian and US GAAP           $      7,247   $    18,450

Total liabilities per Canadian and US GAAP      $    107,744   $    79,248



Deficit, end of year per Canadian GAAP          $ (2,724,689)  $(2,659,990)

Share valuation adjustment for debt settlement       (39,754)      (39,754)

Deficit, end of year per US GAAP                $ (2,764,443)  $(2,699,744)



Share capital per Canadian GAAP                 $  2,624,192   $ 2,599,192

Share fair value adjustment for debt settlement       39,754        39,754

Share capital per US GAAP                       $  2,663,946   $ 2,638,946



Total shareholders equity in Canadian

and US GAAP                                   $   (100,497)  $   (60,798)



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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2002

(UNAUDITED)



5.  DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA

AND THE UNITED STATES - continued



August 31st  August 31st

2002         2001

-----------  -----------

Statements of Deficit

Net loss per Canadian GAAP                          $  (64,699)  $  (49,247)

Share undervaluation adjustment for debt settlement          0      (39,754)

-----------  -----------

Net loss per US GAAP                                $  (64,699)  $  (89,001)

===========  ===========

Statements of Cash Clows

Operating activities Cash Flows per Canadian GAAP   $  (53,010)  $  (40,896)

Share undervaluation adjustment for debt settlement          0      (39,754)

-----------  -----------

Cash flows from operating activities per US GAAP    $  (53,010)  $  (80,650)

===========  ===========



Financing activities Cash Flows per Canadian GAAP   $   48,814   $   40,896

Share undervaluation adjustment for debt settlement          0       39,754

-----------  -----------

Cash flows from financing activities per US GAAP    $   48,814   $   80,650

===========  ===========



Decrease in cash per Canadian and US GAAP          $    (4,196)  $        0

===========  ===========













































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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 8/31/2002 had an accumulated deficit of ($2,724,689).  The net loss for the Six Months ended 8/31/2002 was ($64,699) compared to ($49,247) 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.



Operating Expenses for the Three Months Ended 8/31/2002 were $38,721 compared to $13,008 in the same period last year.  Consulting fees were $9,236 versus $nil; management fees were $7,500 versus $nil; rent/administration was $7,500 versus $6,000; professional fees were $4,730 versus $1,250; and travel/promotion expenses were $4,029 versus $337.  Net Loss for the second quarter was ($38,721) versus ($13,008).  Loss Per Share was ($0.01) versus ($0.01).



The Company submitted a Form 10-SB Registration Statement to the US Securities and Exchange Commission in February 2002 and has been filing amendments in response to SEC staff comments.  The latest amendment was submitted in September 2002, and the Company hopes to be finished with the registration process during October 2002.  The Company has pursued this avenue to improve corporate communication with its shareholders, especially those in the United States; and plans to list its common shares for trading on the BBX Exchange in the United States early in 2003.



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ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (cont.)



Liquidity and Capital Resources



Working Capital deficit was ($61,139) at 8/31/2002.



Cash used in Six Months Ended 8/31/2002 Operating Activities totaled ($33,960), including the ($38,721) Net Loss; the only significant adjusting item was a $4,535 change in non-cash working capital items.  Cash used in Investing Activities was $nil.  Cash provided by Financing Activities was $33,960, including the $25,000 from 250,000 common shares issued upon the exercise of share purchase warrants.  There are a total of 950,000 warrants at an exercise price of $0.10 which expire on 1/3/2004 still outstanding as at 8/31/2002.





PART II

OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

No Disclosure Necessary.



ITEM 2.  CHANGES IN SECURITIES

a.  No Disclosure Necessary.

b.  No Disclosure Necessary.

c.  No Disclosure Necessary.

d.  No Disclosure Necessary.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

No Disclosure Necessary.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



On 8/27/2002, the Company held its Annual General Meeting of the

Members of the Company.  At the meeting: members of the Company

re-elected Messrs. Harry Chew, Sonny Chew and David J.L. Williams

to the Board of Directors of the Company; and re-appointed

J.A. Minni & Associates Inc. as auditors.



ITEM 5.  OTHER INFORMATION

No Disclosure Necessary



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

No Disclosure Necessary



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: October 22, 2002    /s/ Harry Chew

Harry Chew, President/Director