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, 2003



[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES ACT OF 1934

For the transition period from ________ to ________



Commission file number: 000-49685





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 10/15/2003:   5,164,235 Common Shares w/o par value



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

























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PART 1

FINANCIAL INFORMATION







ITEM 1.  FINANCIAL STATEMENTS





BI-OPTIC VENTURES INC.



FINANCIAL STATEMENTS



AUGUST 31, 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 August 31, 2003 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.









J.A. Minni & Associates Inc.

CERTIFIED GENERAL ACCOUNTANT







Vancouver, BC

October 6, 2002































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BI-OPTIC VENTURES INC.



BALANCE SHEET AS AT AUGUST 31, 2003



(UNAUDITED)





ASSETS



Aug 31,

Feb. 28,

2003

2003







CURRENT

Cash

$

-

$

107

GST recoverable

5,848

3,891

Due by related parties (Note 4)

650

650

6,498

4,648

CAPITAL ASSETS, at cost net of accumulated

amortization of $6,397 (2003 - $6,028)

3,103

3,472



$    9,601

$    8,120



LIABILITIES



CURRENT

Excess of cheques written over funds on deposits

$

1,017

$

-

Accounts payable and accrued liabilities

59,012

74,905

60,029

74,905



LOANS FROM AND AMOUNTS DUE TO

RELATED PARTIES (Note 4)

84,200

86,375



144,229

161,280



SHAREHOLDERS DEFICIENCY



SHARE CAPITAL (Note 3)

2,719,192

2,639,192



DEFICIT

(2,853,820)

(2,792,352)

(134,628)

(153,160)



$    9,601

$    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 SIX MONTH PERIOD ENDED AUGUST 31, 2003



(UNAUDITED)







3 months ended Aug.31,

6 months ended Aug.31,

2003

2002

2003

2002





REVENUE

$       -

$       -

$       -

$       -



EXPENSES

Amortization

178

226

368

466

Bank charges and interest

80

209

149

285

Consulting

1,500

9,236

5,270

13,270

Management fees

7,500

7,500

15,000

15,000

Office and miscellaneous

186

1,101

615

1,645

Professional fees

9,252

4,730

15,852

8,530

Rent

7,500

7,500

15,000

15,000

Shareholder information and

public relation

1,969

735

1,969

1,038

Transfer agent and

regulatory fees

4,046

3,455

4,520

4,367

Travel and promotion

1,646

4,029

2,725

5,098

33,857

38,721

61,468

64,699



NET LOSS FOR THE PERIOD

(33,857)

(38,721)

(61,468)

(64,699)



DEFICIT, BEGINNING OF PERIOD   (2,819,963)

(2,685,968)

(2,792,352)

(2,659,990)



DEFICIT, END OF PERIOD

$(2,853,820)

$(2,724,689)

$(2,853,820)

$(2,724,689)



LOSS PER SHARE

$  (0.007)

$  (0.010)

$(0.013)

$  (0.016)









































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 SIX MONTH PERIOD ENDED AUGUST 31, 2003



(UNAUDITED)



3 months ended Aug.31,

6 months ended Aug.31,

2003

2002

2003

2002





OPERATING ACTIVITIES



Net loss for the period

$

(33,857)

$

(38,721)

$

(61,468)

$

(64,699)

Items not involving cash:

Amortization

178

226

368

466



Cash provided (used) by net changes in

non-cash working capital items:

Decrease (increase) in

GST recoverable

(2,190)

(398)

(1,957)

1,541

Decrease (increase) in

prepaid expenses

-

-

-

5,000

Increase (decrease) in

amounts payable

and accrued liabilities

1,677

4,933

(15,892)

4,682

(34,192)

(33,960)

(78,949)

(53,010)



FINANCING ACTIVITIES

Due-to/loans from related parties

(46,513)

8,104

(2,175)

22,904

Excess of cheques written over

funds on deposit

705

856

1,017

910

Proceeds from shares issued

80,000

25,000

80,000

25,000

34,192

33,960

78,842

48,814



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 SIX MONTH PERIOD ENDED AUGUST 31, 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 SIX MONTH PERIOD ENDED AUGUST 31, 2003

(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, 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, August 31, 2003

5,164,235     $2,719,192



c)

Shares held in Escrow

As at August 31, 2003, there were no shares held in escrow (Feb. 28, 2003-Nil).



d)

Share Purchase Warrants

As at August 31, 2003 there were no outstanding share purchase warrants (Feb.28, 2003  800,000).



e)

Stock Options

There were no stock options outstanding as at August 31, 2003, (Feb. 28, 2003-Nil).





4.  RELATED PARTY TRANSACTIONS



a)

During the period the Company paid or accrued management fees of $15,000 (2002 - $15,000), rent, accounting and professional services of $21,000 (2002 - $18,000) to companies controlled by directors.



b)

The amounts 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 $650 is non interest bearing, unsecured, and repayable on demand.























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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED AUGUST 31, 2003

(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

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 August 31, 2003, February 28, 2003 and August 31, 2002.





Aug. 31,

Feb. 28,

Aug. 31,

2003

2003

2002



Weighted average number of

shares outstanding:





Per Canadian GAAP

4,577,278

4,165,742

4,002,278

Per US GAAP

4,577,278

4,165,742

4,002,278



Net loss per US GAAP

$  (61,468)

$

(132,362)

$  (64,699)



Net loss per Canadian GAAP

$  (61,468)

$

(132,362)

$  (64,699)



Loss per share per

US GAAP (basic and diluted)

$   (0.013)

$   (0.03)

$   (0.016)



Loss per share per

Canadian GAAP (basic/diluted)

$   (0.013)

$   (0.03)

$   (0.016)

























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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED AUGUST 31, 2003

(UNAUDITED)



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 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 August 31, 2003 and 2002, and at February 28, 2003.



The impact of the foregoing on the financial statements is as

follows:

Aug. 31,

Feb 28,

Balance Sheets

2003

2003



Total assets per Canadian and US GAAP

$   9,601

$   8,120



Total liabilities per Canadian/US GAAP

$ 144,229

$ 161,280



Deficit, end of year per Canadian GAAP  ($2,853,820)($2,792,352)



Adjustment for valuation of shares

for debt settlement

(39,754)

(39,754)



Deficit, end of period per US GAAP      $(2,893,574)($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                   ($134,628) ($153,160)



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BI-OPTIC VENTURES INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED AUGUST 31, 2003

(UNAUDITED)







5.

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



Aug. 31,

Aug. 31,

Statements of Deficit

2003  2002





Net loss per Canadian and US GAAP

$ (61,468)

$ (64,699)





Aug 31,

Aug 31,

Statements of Cash Flows

2003

2002



Cash flows from operating activities per

Canadian and US GAAP

$ (78,949)

$ (53,010)

Cash flows from financing activities per

Canadian and US GAAP

78,842

48,814

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 8/31/2003 had an accumulated deficit of ($2,853,820).  The net loss for the Six Months ended 8/31/2003 was ($61,468) compared to ($64,699) for the same period last year.  Decreased losses relate primarily to the lower consulting fees/lower travel promotion costs which were not offset by the higher professional fees.



Operating Expenses for the Six Months Ended 8/31/2003 were $61,468 compared to $64,699 in the same period last year.  Professional fees were $15,852 versus $8,530; management fees were $15,000 versus $15,000; rent was $15,000 versus $15,000; consulting fees were $5,270 versus $13,270; and travel/promotion expenses were $2,725 versus $5,098.  Net Loss for the six months was ($61,468) versus ($64,699).  Loss Per Share was ($0.01) 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.





























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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 ($53,531) at 8/31/2003.  A significant portion of the accounts payable and accrued liabilities are to officers/directors where demand for payment in not imminent.



Cash used in Six Months Ended 8/31/2003 Operating Activities totaled ($78,949), including the ($61,648) Net Loss; the only significant adjusting item was a $16,933 net change in non-cash working capital items.  Cash used in Investing Activities was $nil.  Cash provided by Financing Activities was $33,960, including the $78,842 including the $80,00 from the 800,000 common shares issued upon the exercise of share purchase warrants.





PART II

OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

No Disclosure Necessary.



ITEM 2.  CHANGES IN SECURITIES

No Disclosure Necessary.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

No Disclosure Necessary.



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



On 8/18/2003, 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; the Stock Option Plan

was amended to conform to new Canadian regulatory standards; and

J.A. Minni & Associates Inc. were re-appointed as auditors.



ITEM 5.  OTHER INFORMATION

No Disclosure Necessary



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

No Disclosure Necessary

























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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: October 14, 2003    /s/ Harry Chew

Harry Chew, President/Director































































































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