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, 2003



[ ]         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 1/13/2003:  5,164,235 Common Shares w/o par value



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



























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PART I

FINANCIAL INFORMATION







ITEM 1.  FINANCIAL STATEMENTS











BI-OPTIC VENTURES INC.



FINANCIAL STATEMENTS



NOVEMBER 30, 2003



(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.*                             TELEPHONE:  604-683-0343

Geoffrey S.V. Pang, C.G.A., FCCA **                       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, 2003 and the statements of operations, deficit and cash flows for the period of nine months ended November 30, 2003.  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 10, 2004

















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BI-OPTIC VENTURES INC.



BALANCE SHEET AS AT NOVEMBER 30, 2003



(UNAUDITED)





ASSETS



Nov. 30,

Feb. 28,

2003

2003



CURRENT

Cash

$

-

$

107

GST recoverable

1,522

3,891

Due by related parties (Note 4)

-

650

1,522

4,648

CAPITAL ASSETS, at cost net of accumulated

amortization of $6,565 (2003 - $6,028)

2,935

3,472



$

4,457

$

8,120





LIABILITIES



CURRENT

Excess of cheques written over funds on deposits

$

1,151

$

-

Accounts payable and accrued liabilities

63,634

74,905

64,785

74,905



LOANS FROM AND AMOUNTS DUE TO

RELATED PARTIES (Note 4)

98,720

86,375



163,505

161,280





SHAREHOLDERS DEFICIENCY



SHARE CAPITAL (Note 3)

2,719,192

2,639,192



DEFICIT

(2,878,240)

(2,792,352)

(159,048)

(153,160)



$

4,457

$

8,120

APPROVED BY THE DIRECTORS:



Harry Chew





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 NOVEMBER 30, 2003



(UNAUDITED)







3 months ended Nov 30,

9 months ended Nov 30,

2003

2002

2003

2002



EXPENSES

Amortization

$

169

$

213

$

537

$

679

Bank charges and interest

38

82

187

367

Consulting

2,700

2,000

7,970

15,270

Management fees

7,500

7,500

22,500

22,500

Office and miscellaneous

302

1,039

917

2,684

Professional fees

3,890

6,470

19,742

15,000

Rent

7,500

7,500

22,500

22,500

Shareholder information and

public relation

(549)

620

1,420

1,658

Transfer agent and regulatory fees

1,114

952

5,634

5,319

Travel and promotion

1,756

1,337

4,481

6,435

24,420

27,713

85,888

92,412



NET LOSS FOR THE PERIOD

(24,420)

(27,713)

(85,888)

(92,412)



DEFICIT, BEGINNING OF PERIOD

(2,853,820)

(2,724,689)

(2,792,352)

(2,659,990)



DEFICIT, END OF PERIOD

$

(2,878,240)

$

(2,752,402)

$

(2,878,240)

$

(2,752,402)



LOSS PER SHARE

$

(0.005)

$

(0.01)

$

(0.02)

$

(0.02)





























































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 NOVEMBER 30, 2003



(UNAUDITED)







3 months ended Nov 30,

9 months ended Nov 30,

2003

2002

2003

2002



OPERATING ACTIVITIES



Net loss for the period

$

(24,420)

$

(27,713)

$

(85,888)

$

(92,412)



Items not involving cash:

Amortization

169

213

537

679



Cash provided (used) by net changes in

non-cash working capital items:

Decrease (increase) in GST

recoverable

4,326

26

2,369

1,567

Decrease (increase) in amount due by

related parties

650

101

650

12,805

Decrease (increase) in prepaid expenses

-

-

-

5,000

Increase (decrease) in amounts payable

accrued liability

4,621

6,879

(11,271)

11,561

(14,654)

(20,494)

(93,603)

(60,800)



FINANCING ACTIVITIES



Due to and loans from related

parties

14,520

4,805

12,345

15,005

Excess of cheques written over funds

on deposit

134

689

1,151

1,599

Proceeds from shares issued

-

15,000

80,000

40,000

14,654

20,494

93,496

56,604



DECREASE IN CASH

-

-

(107)

(4,196)



CASH, BEGINNING OF PERIOD

-

-

107

4,196



CASH, END OF PERIOD

$

-

$

-

$

-

$

-









































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 NINE MONTH PERIOD ENDED NOVEMBER 30, 2003



(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)

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, excess of cheques written over funds on deposit, accounts receivable, 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.  Due to the losses, potentially dilutive securities are excluded from the calculation of diluted loss per share, as they were antidilutive.  Therefore, there is no difference in the calculation of basic and dilutive loss per share.



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.





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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED NOVEMBER 30, 2003

(UNAUDITED)

Page 2



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued



e)

Stock Based Compensation



Effective March 1, 2003 the Company adopted the new accounting standards with respect to accounting stock options.  Under this standard, stock based payments to non-employees are accounted for using the fair value based method, and are recorded as an expense in the period the stock-based payments are vested.  The Company has elected to continue to apply the settlement method and not to follow the fair value based method of accounting for stock options granted to directors and employees.  No compensation expense is recognized when stock options are granted to directors and employees if the exercise price of the stock options granted is at market value.  Any consideration paid by the directors and employees on exercise of stock options or purchase shares is credited to share capital.  However, disclosure of the effects of accounting for stock-based compensation to directors and employees as compensation expense, using the fair value based method, is disclosed as pro-forma information.





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, 2002

3,964,235

$2,599,192



Issued pursuant to warrants exercised

400,000

40,000



Balance, February 28, 2003

4,364,235

$2,639,192



Issued pursuant to warrants exercised

800,000

80,000



Balance, November 30, 2003

5,164,235

$2,719,192



c)

Shares held in Escrow



As at November 30, 2003, there were no shares held in escrow (Feb. 28, 2003-Nil).



d)

Share Purchase Warrants



As at November 30, 2003 there were no outstanding share purchase warrants (February 28, 2003  800,000).



e)

Stock Options



There were no stock options outstanding as at November 30, 2003, (Feb. 28, 2002-Nil).



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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED NOVEMBER 30, 2003

(UNAUDITED)

Page 3





4.

RELATED PARTY TRANSACTIONS



a)

During the period the Company paid or accrued management fees of $22,500 (2002 - $22,500), rent, accounting and professional services of $31,000 (2002 - $29,250) to companies controlled by directors.



b)

The amounts due to and loans from related parties are non-interest bearing, unsecured, with no fixed terms or repayment.  The amount due by related parties of $650 was non-interest bearing, unsecured and repayable upon demand.





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



Under US GAAP basic loss per share is calculated by dividing loss over the weighted average number of common shares outstanding during the period.  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 nor shares held under escrow at November 30, 2003, February 28, 2003 and November 30, 2002.



Nov. 30,

Feb. 28,

Nov. 30,

2003

2003

2002



Weighted average number of

shares outstanding:



Per Canadian GAAP

4,771,508

4,165,742

4,090,417

Per US GAAP

4,771,508

4,165,742

4,090,417



Net loss per US GAAP

$

(85,888)

$

(132,362)

$

(92,412)



Net loss per Canadian GAAP

$

(85,888)

$

(132,362)

$

(92,412)



Loss per share per

US GAAP (basic and diluted)

$

(0.018)

$

(0.03)

$

(0.023)



Loss per share per

Canadian GAAP (basic and diluted)

$

(0.018)

$

(0.032)

$

(0.023)









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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED NOVEMBER 30, 2003

(UNAUDITED)

Page 4





5.

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



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 only capital assets.



c)

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 or outstanding at November 30, 2003 and 2002, and at February 28, 2003.



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



Nov. 30,

Feb 28,

Balance Sheets

2003

2003



Total assets per Canadian and US GAAP

$   4,457

$   8,120



Total liabilities per Canadian and US GAAP

$ 163,505

$ 161,280



Deficit, end of year per Canadian GAAP

$ (2,878,240) $(2,792,352)



Adjustment for valuation of shares for debt

settlement

(39,754)

(39,754)



Deficit, end of period per US GAAP

$ (2,917,994)

$(2,832,106)



Share capital per Canadian GAAP

$  2,719,192

$2,639,192



Adjustment for fair value of shares for debt

settlement

39,754

39,754



Share capital per US GAAP

$  2,758,946

$2,678,946



Total shareholders equity per Canadian and US GAAP

$

(159,048)

$(153,160)

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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED NOVEMBER 30, 2003

(UNAUDITED)

Page 5





5.

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





Nov. 30,

Nov. 30,

Statements of Deficit

2003

2002



Net loss per Canadian and US GAAP

$

(85,888)

$

(92,412)





Nov 30,

Nov 30,

Statements of Cash Flows

2003

2002



Cash flows from operating activities per

Canadian and US GAAP

$(93,603)

$

(73,605)

Cash flows from financing activities per

Canadian and US GAAP

93,496

69,409

Decrease in cash per Canadian

and US GAAP

$

(107)

$

(4,196)







































































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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 11/30/2003 had an accumulated deficit of ($2,878,240).  The net loss for the Nine Months ended 11/30/2003 was ($85,888) compared to ($92,412) for the same period last year.  Decreased losses relate primarily to the lower consulting fees/lower travel promotion costs that were not offset by the higher professional fees.



Operating Expenses for the Nine Months Ended 11/30/2003 were $85,888 compared to $92,412 in the same period last year.  Professional fees were $19,742 versus $15,000; management fees were $22,500 versus $22,500; rent was $22,500 versus $22,500; consulting fees were $7,970 versus $15,270; and travel/promotion expenses were $4,481 versus $6,435.  Net Loss for the nine months was ($85,888) versus ($92,412).  Loss Per Share was ($0.02) versus ($0.02).



The Companys registration with the US Securities and Exchange Commission was completed in December 2002.  The Companys common shares began trading on the NASD Electronic Bulletin Board in June 2003.  The Company has pursued this avenue to improve corporate communication with its shareholders, especially those in the United States.



Liquidity and Capital Resources

Working Capital deficit was ($63,263) at 11/30/2003.  A significant portion of the accounts payable and accrued liabilities are to officers/directors where demand for payment in not imminent.



Cash used in Nine Months Ended 11/30/2003 Operating Activities totaled ($93,603), including the ($85,888) Net Loss; the only significant adjusting item was a ($8,252) net change in non-cash working capital items.  Cash used in Investing Activities was $nil.  Cash provided by Financing Activities was $93,496, including the $80,000 from the 800,000 common shares issued upon the exercise of share purchase warrants.



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ITEM 3. CONTROLS AND PROCEDURES



The Board of Directors has overall responsibility for reviewing the Company's disclosure to ensure the Company provides full and plain disclosure to shareholders and other stakeholders.  The Board discharges its responsibilities through its committees, specifically, with respect to financial disclosure to the Audit Committee, which is responsible for reviewing the Company's financial reporting procedures and internal controls to ensure full and accurate disclosure of the Company's financial position.



Under the supervision and with the participation of the Company's management, including its Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-14(c) under the Exchange Act as of a date (the "Evaluation Date") within 90 days prior to the filing date of this report.  Based upon that evaluation, the Chief Financial Officer concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective in timely alerting them to the material information relating to the Company (or its consolidated subsidiaries) required to be included in the Company's periodic SEC filings.



There were no significant changes made in the Company's internal controls during the period covered by this quarterly report on Form 10QSB or, to the Company's knowledge, in other factors that could significantly affect these controls subsequent to the date of their execution.



The Company's management, including the Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



















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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

No Disclosure Necessary.



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. 000-49685

Registrant



Date: January 14, 2004    /s/ Harry Chew



Harry Chew, President/Director