U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB
Quarterly Report Under Section13 or 15(d)
Of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2002

Commission file number:

Biogan International, Inc.(Exact name of small business issuer as specified in its charter)



Delaware
    58-1832055(State of incorporation)
    (IRS Employer ID Number)


150 King Street West
Suite 2315
Toronto, Ontario, Canada(Address of principal executive offices)M5H 1J9(Zip Code)(416) 214-3270(Issuer's telephone number)



Check whether the
issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |  | No |X |.



APPLICABLE ONLY TO CORPORATE ISSUER:

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

As of July 19, 2002, the issuer had outstanding 108,066,199

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

|BIOGAN INTERNATIONAL, INC.
    (A DEVELOPMENT STAGE COMPANY)           
|-----------------------------------------------------------------------
|BALANCE SHEET
    JUNE 30,2002
    UNAUDITED                           
|                                                                       
|                                                                       
|ASSETS                                                                 
|CASH                                                                   
|                                                                       
|TOTAL CURRENT ASSETS                                                   
|                                                                       
|FIXED ASSETS, NET OF
    ACCUMULATED DEPRECIATION OF $31,098           
|                                                                       
|COOPERATIVE JOINT
    VENTURE INVESTMENT                               
|                                                                       
|TOTAL ASSETS                                                           
|                                                                       
|                                                                       
|LIABILITIES &
    STOCKHOLDERS' DEFICIT                                
|BANK OVERDRAFT                                                         
|ACCOUNTS PAYABLE                                                       
|NOTES PAYABLE                                                          
|ACCRUED EXPENSES                                                       
|CONVERTIBLE
    DEBENTURES                                             
|- NET OF DEFERRED
    DEBENTURE ISSUE COSTS OF $0                      
|TOTAL CURRENT
    LIABILITIES                                          
|                                                                       
|CONVERTIBLE
    DEBENTURES                                             
|- NET OF
    DEFERRED DEBENTURE ISSUE COSTS OF $0                      
|                                                                       
|COMMITMENTS                                                            
|                                                                       
|STOCKHOLDERS'
    DEFICIT                                              
|SERIES A CONVERTIBLE
    PREFERRED STOCK $.001
    PAR VALUE,          
|10,000,000
    SHARES AUTHORIZED 1,100 SHARES    ISSUED                
|COMMON STOCK $.001
    PAR VALUE 300,000,000                           
|SHARES AUTHORIZED,
    91,416,199 AND 91,266,199 ISSUED AND OUTSTANDING
|AT JUNE 30, 2002 AND
    DECEMBER 31, 2001 RESPECTIVELY                
|ADDITIONAL PAID IN
    CAPITAL                                         
|SPECIAL WARRANTS                                                       
|ACCUMULATED DEFICIT                                                    
|                                                                       
|TOTAL STOCKHOLDERS'
    DEFICIT                                        
|                                                                       
|TOTAL LIABILITIES &
    STOCKHOLDERS' DEFICIT                          
|SEE ACCOMPANYING NOTES                                                 



|BIOGAN
    INTERNATIONAL, INC.
    (A DEVELOPMENT-STAGE COMPANY)
    STATEMENT OF OPERATIONS
    UNAUDITED
|----------------------------------------------------------------------------------------------------------
|                                                                                                          
|                                                                                                          
|                                                                                                          
|SALES                                                                                                     
|REVENUE                                                                                                   
|                                                                                                          
|TOTAL SALES                                                                                               
|                                                                                                          
|EXPENSES                                                                                                  
|WAGES                                                                                                     
|STOCK SUBSCRIPTION LOSS                                                                                   
|DEPRECIATION EXPENSE                                                                                      
|AMORTIZATION                                                                                              
|STOCK BASED EXPENSES                                                                                      
|INTEREST EXPENSE                                                                                          
|INTEREST EXPENSE - BENEFICIAL CONVERSION                                                                  
|INCENTIVE BONUS                                                                                           
|LEGAL & ACCOUNTING FEES                                                                                   
|RENT                                                                                                      
|START UP COSTS                                                                                            
|RESEARCH AND DEVELOPMENT                                                                                  
|SUBSIDIARIES LOSSES                                                                                       
|OTHER OPERATING EXPENSES                                                                                  
|                                                                                                          
|TOTAL EXPENSES                                                                                            
|                                                                                                          
|NET OPERATING INCOME (LOSS)                                                                               
|                                                                                                          
|STOCK RECOVERY INCOME                                                                                     
|INTEREST INCOME                                                                                           
|OTHER INCOME                                                                                              
|DEBENTURE SETTLEMENT COSTS                                                                                
|MISCELLANEOUS EXPENSE                                                                                     
|                                                                                                          
|TOTAL OTHER                                                                                               
|                                                                                                          
|NET INCOME (LOSS)                                                                                         
|                                                                                                          
|                                                                                                          
|PRIMARY INCOME (LOSS) PER SHARE                                                                           
|                                                                                                          
|WEIGHTED AVERAGE SHARES OUTSTANDING                                                                       
|SEE ACCOMPANYING NOTES                                                                                    



|BIOGAN INTERNATIONAL, INC.
    (A DEVELOPMENT-STAGE COMPANY)
    STATEMENT OF STOCKHOLDERS' DEFICIT
    FOR THE PERIOD FROM FEBRUARY 5, 1988 (INCEPTION)
    THROUGH JUNE 30, 2002
    UNAUDITED
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|ISSUED:                                                                                                                                                                                         
|                                                                                                                                                                                                
|1988                                                                                                                                                                                            
|1989                                                                                                                                                                                            
|1995                                                                                                                                                                                            
|1996                                                                                                                                                                                            
|1997                                                                                                                                                                                            
|1998                                                                                                                                                                                            
|1999                                                                                                                                                                                            
|2000                                                                                                                                                                                            
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|MARCH 31, 2001                                                                                                                                                                                  
|CONTRIBUTED CAPITAL                                                                                                                                                                             
|SEPTEMBER 30, 2001                                                                                                                                                                              
|STOCK ISSUED - DEBENTURE                                                                                                                                                                        
|SETTLEMENT                                                                                                                                                                                      
|STOCK BASED COMPENSATION                                                                                                                                                                        
|NET LOSS DECEMBER 31, 2001                                                                                                                                                                      
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|STOCK/WARRANTS ISSUED - MAY 3                                                                                                                                                                   
|NET LOSS JUNE 30, 2002                                                                                                                                                                          
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|SEE ACCOMPANYING
    NOTES                                                                                                                                                                      



|BIOGAN INTERNATIONAL, INC.
    (A DEVELOPMENT-STAGE COMPANY)
    STATEMENTS OF CASH FLOWS
    UNAUDITED
|-------------------------------------------------------------------------------------------------------
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|CASH FLOWS FROM OPERATIONS                                                                             
|NET INCOME (LOSS)                                                                                      
|                                                                                                       
|ADJUSTMENTS TO RECONCILE NET LOSS TO                                                                   
|NET CASH USED BY OPERATING ACTIVITIES:                                                                 
|ADD BACK STOCK ISSUED FOR:                                                                             
|MANAGEMENT                                                                                             
|CONTRACT LABOR, INCENTIVE BONUSES, PROFESSIONAL                                                        
|SERVICES, AND RESEARCH AND DEVELOPMENT                                                                 
|IMPUTED EXECUTIVE COMPENSATION                                                                         
|RESTITUTION                                                                                            
|STOCK BASED COMPENSATION                                                                               
|INTEREST EXPENSE                                                                                       
|INTEREST EXPENSE - BENEFICIAL CONVERSION                                                               
|DISPUTE SETTLEMENTS                                                                                    
|STOCK CANCELLATION                                                                                     
|OTHER ADJUSTMENTS:                                                                                     
|SUBSIDIARIES LOSSES                                                                                    
|STOCK SUBSCRIPTION LOSS                                                                                
|FIRST DEVELOPMENT STAGE LOSS                                                                           
|AMORTIZATION                                                                                           
|DEPRECIATION                                                                                           
|TOTAL ADJUSTMENTS                                                                                      
|                                                                                                       
|ACCOUNTS PAYABLE                                                                                       
|ACCRUED LIABILITIES                                                                                    
|                                                                                                       
|NET CASH (USED)                                                                                        
|BY OPERATING ACTIVITIES                                                                                
|                                                                                                       
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                   
|PURCHASE FURNITURE/EQUIPMENT                                                                           
|DISPOSAL FURNITURE/EQUIPMENT                                                                           
|ADVANCE ON BUSINESS COMBINATION                                                                        
|INVESTMENT IN SUBSIDIARIES                                                                             
|                                                                                                       
|NET CASH (USED)                                                                                        
|BY INVESTING ACTIVITIES                                                                                
|                                                                                                       
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                   
|NOTE PAYABLE-STOCKHOLDER RECEIVED                                                                      
|NOTES PAYABLE - OTHER RECEIVED                                                                         
|PAYMENT OF NOTES PAYABLE - OTHER                                                                       
|CONVERTIBLE DEBENTURES                                                                                 
|PAYMENTS OF DEBENTURES                                                                                 
|ISSUANCE OF COMMON STOCK                                                                               
|DEFERRED BOND ISSUE COSTS                                                                              
|CONTRIBUTED CAPITAL                                                                                    
|STOCK SUBSCRIPTION DEPOSITS                                                                            
|OTHER                                                                                                  
|ELIMINATION OF BANK OVERDRAFT                                                                          
|                                                                                                       
|NET CASH PROVIDED                                                                                      
|BY FINANCING ACTIVITIES                                                                                
|                                                                                                       
|                                                                                                       
|NET INCREASE(DECREASE) IN CASH                                                                         
|                                                                                                       
|                                                                                                       
|BEGINNING CASH BALANCE                                                                                 
|                                                                                                       
|CASH ENDING BALANCE                                                                                    
|                                                                                                       
|                                                                                                       
|SUPPLEMENTAL INFORMATION                                                                               
|                                                                                                       
|CASH PAYMENTS FOR INTEREST EXPENSE                                                                     
|CASH PAYMENTS FOR INCOME TAXES                                                                         
|                                                                                                       
|NONMONETARY TRANSACTIONS                                                                               
|STOCK ISSUED FOR:                                                                                      
|DEBT REDUCTION                                                                                         
|MANAGEMENT                                                                                             
|CONTRACT LABOR, INCENTIVE BONUSES, PROFESSIONAL                                                        
|SERVICES, AND RESEARCH AND DEVELOPMENT                                                                 
|IMPUTED EXECUTIVE COMPENSATION                                                                         
|RESTITUTION                                                                                            
|INTEREST EXPENSE - BOND CONVERSION                                                                     
|INTEREST EXPENSE - BENEFICIAL CONVERSION                                                               
|DISPUTE SETTLEMENT                                                                                     
|STOCK CANCELLATION                                                                                     
|BOND ISSUANCE COSTS CAPITALIZED                                                                        
|BOND CONVERSION INTO COMMON STOCK                                                                      
|STOCK BASED COMPENSATION                                                                               
|SEE ACCOMPANYING NOTES                                                                                 

BIOGAN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

June 30, 2002

BASIS OF PRESENTATION

In the opinion of the company, the
accompanying unaudited financial statements contain all adjustments (which are
of a normal and recurring nature) necessary for a fair presentation of the
financial statements. The results of operations for the three and six-month
periods ended June 30, 2002 are not necessarily indicative of the results to be
expected for the entire year.

These unaudited financial
statements and notes should be read in conjunction with the audited financial
statements and notes for the company for the year ended December 31, 2001.

1.               
HISTORY

Background

Biogan International, Inc. ("Biogan" or the "company") was incorporated under
the laws of the State of Delaware on February 5, 1988 under the name H.W. Ronney
and Company and has been a development stage company since its inception. The
company changed its name to Biogan Medical International, Inc. in March 1989
after merging with a company of that name, and then engaged in various
medical-related enterprises under the company's new name. Prior to 1995, either
directly or indirectly, through subsidiaries or other affiliates, the company
also engaged in business operations in a variety of other industries, undergoing
several corporate restructurings during that time.

In 1995, the company began development of a new concept in electrical motors
called the IntorCorp Motor. To assist in the development of the company's
electrical motor concept, the company entered into a consulting agreement with
Technical Development Consultants, Inc. ("TDC"), an independent electrical
engineering consulting firm. As part of the research and development process,
the company's consultants formed a company called Collective Technologies, LLC,
which company acquired any intellectual property rights held by TDC with respect
to the IntorCorp Motor concept. The company changed its name to Biogan
International, Inc. in September 1997 to avoid any confusion that could result
from the use of the word "medical" in the company's name when the company's
emphasis at that time was to promote the development of the IntorCorp Motor.

Effective February 1998, the company entered into a joint venture agreement with
Collective Technologies, LLC to continue the development of the IntorCorp Motor
through an Idaho corporation, IntorCorp, Inc., in which the company held a 50%
ownership interest. In August 1999, the company transferred all of its rights
and interest in IntorCorp, Inc., including the company's interest in the IntorCorp Motor and the patent application to the electromagnetic motor, in
connection with an agreement with R-Tec Engineering Corporation. Under the terms
of the agreement, the parties created an Idaho corporation, R-Tec Holding, Inc.,
into which the company transferred its 50% ownership interest in IntorCorp, Inc.
in exchange for 4,266,797 shares of common stock of R-Tec Holding, Inc. In
September 1999, the company distributed these shares to its stockholders.
Following this transaction, and having divested itself of certain assets related
to the electrical motor industry and disposed of all of its subsidiaries and
other interests in other affiliates and other entities, the company began to
focus its attention, experience and resources on developing a base metal mining
and smelting operation in the People's Republic of China.

Cooperative Joint Venture

Effective July 1, 2000 the company entered into an asset purchase agreement with
Hechi Industrial Co., Ltd. (Hechi) under the laws of the People's Republic of
China. A Cooperative Joint Venture, Guangxi Guanghe Metals Co., Ltd. (GGM), was
formed for the purpose of engaging in the mining and milling of non-ferrous
metals and for the purpose of operating a copper smelter to produce blister
copper in the Guangxi Province of China.

Pursuant to the transaction, the company paid $1,700,000 and issued 16,800,000
shares of the company's common stock and 30,200 shares of Series A preferred
stock to Hechi in exchange for a 92% equity interest and a 95% profits interest
in GGM.

On July 27, 2001, the company was advised that the transactions contemplated
under the original agreements were not in compliance with certain laws of the
People's Republic of China.

Following discussions with Hechi and U.S., Chinese and Canadian legal counsel,
the company implemented the acquisition on a restructured basis on July 19,
2002, in compliance with Chinese legal requirements, more fully described in
Note 7 "Subsequent Events." As a result, Biogan acquired, as intended under the
original agreement with Hechi, a 92% equity interest and a 95% profits interest
in GGM in exchange for 78.4% of Biogan's voting capital stock. For accounting
purposes, the transaction will be treated as a reverse takeover, with Hechi
treated as having acquired Biogan.

2.                 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

> CONTINUED EXISTENCE

The company has had recurring losses from development stage activities, negative
working capital of $4,472,388 and a stockholders' deficit of $2,766,851. In
addition, there is also an uncertainty in connection with the company meeting
its $7,300,000 funding requirement (Note 7).

The above financial factors raise a substantial doubt about the company's
ability to continue as a going concern. The financial statements do not include
any adjustments to reflect the possible effects on the recoverability and
classification of assets or amounts and classifications of liabilities that may
result from the possible inability of the company to continue as a going
concern. Management plans to continue in existence are set forth in Note 1
"Cooperative Joint Venture" and Note 7 "Subsequent Events". There can be no
assurance that the Cooperative Joint Venture will be successful.

3.                
NOTES PAYABLE

Unsecured notes payable, with
interest at 10% per annum, are payable on demand, with payments applied first to
any unpaid interest. As of June 30, 2002 the balance consists of the following:

|Ronald J. Tolman, Stockholder, November 13, 1996                           | 40,000  
|-------------------------------------------------------------------------- | --------
|Rulon L. Tolman, Stockholder, November 13, 1996                            | 40,000  
|Rulon L. Tolman, Stockholder, April 29, 1999                               | 10,000  
|Ronald J. Tolman, Stockholder, September 7, 1999.                          | 5,000   
|Hechi Industrial Company Limited, January 3, 2001.                         | 50,000  
|Hechi Industrial Company Limited, February 6, 2001.                        | 19,985  
|Gilles Laverdiere, Vice Chairman & CEO of Biogan, August
        20, 2001. | 60,000  
|Hechi Industrial Company Limited, May 29, 2001.                            | 19,982  
|Hechi Industrial Company Limited, August 20, 2001.                         | 25,000  
|Total Notes Payable                                                        | $269,967

4.    CONVERTIBLE DEBENTURES

The company issued convertible debentures on March 29, 2000 to Thomson Kernaghan
& Co. Ltd. (TK) and Carbon Mesa Partners, LLC (Carbon Mesa) for aggregate
proceeds of $2,035,000 to assist in financing required contributions to the
joint venture with Hechi under its original terms. Out of the net proceeds of
$1,800,000 from the sale of the debentures, $1,500,000 was contributed to GGM
and $300,000 was retained for working capital purposes.

Prior to September 24, 2001, Biogan defaulted under the provisions of the
debentures and the registration rights agreement due to its failure to maintain
its listing on the NASD's OTC Electronic Bulletin Board and its failure to
timely register with the SEC for resale the shares of common stock issued or
issuable upon conversion of the debentures and exercise of the warrants. As a
result of this failure, penalties totaling $956,000 became due. The company
renegotiated the terms of the TK debenture and, on September 24, 2001, amended
the debenture and the Registration Rights Agreement. Under the amendment, TK
waived defaults under the TK debenture and agreed to extend the maturity date of
the TK debenture from February 28, 2002 to February 28, 2003, and provide that
unpaid interest shall continue to accrue on the TK debenture payable quarterly
in arrears beginning March 31, 2002. The company also agreed to increase the
principal balance of the TK debenture by $650,000 to $2,120,000 and issue
2,500,000 shares of common stock to TK in settlement of penalties outstanding
under the registration rights agreement. Accrued interest under both the TK and
Carbon Mesa debentures continues to be payable upon conversion in the form of
either cash or additional shares of common stock, at the company's option, at
the then-applicable conversion rate. Biogan remains in default of the Carbon
Mesa Debenture.

The company also agreed that on or before November 30, 2001, it would file with
the SEC all securities filings that are required to be filed prior to that date
and secure and maintain the listing of Biogan common stock on an exchange or on
the NASD's OTC Electronic Bulletin Board. In addition, the company agreed to
file by January 31, 2002 a registration statement covering, among other things,
the shares of common stock issued or issuable upon conversion of the debentures
and exercise of the warrants. Penalty for failure to comply with the filing or
relisting requirements, was that the principal amount of the TK debenture would
increase by $50,000 for each 30-day period of non-compliance, with a maximum
aggregate increase of $350,000. As a result of the company's failure to comply
with the above filing and listing requirements, the principal amount of the
debentures has increased by a further $350,000, resulting in a balance at June
30, 2002 of $2,490,000. At June 30, 2002 accrued interest amounted to $319,650.

5.               
RELATED PARTY TRANSACTIONS

a)        Thomson Kernaghan & Co. Limited (TK)
owned 9.9% of the company's common stock at June 30, 2002. Disregarding
beneficial ownership limitations, the remaining debentures convert into
approximately 174,000,000 shares of common stock and the Series A preferred
stock converts into 13,200,000 shares of common stock.

b)        The company's Vice Chairman and
three former officers/stockholders contributed capital of $993,810 for which no
shares of stock were issued. "Stockholders Deficit"). Also a $60,000 10%
unsecured demand note (Note 3) was due the company's Vice Chairman. Accrued
salary of $150,000 was due the company's Vice Chairman, $115,000 to its
President and $36,000 to its Executive Vice President.

c)        There are four 10% unsecured demand
notes aggregating $114,967 due Hechi Industrial Company Limited (Note 3), a
co-owner in GGM. In addition Hechi advanced $81,747 on behalf of Biogan.

6.            SPECIAL
WARRANT FINANCING

The company completed a non-brokered private placement on May 3, 2002 of
15,816,664 special warrants and 150,000 restricted common shares at a price of
U.S. $0.03 per special warrant or common share, for proceeds of U.S. $479,000.
The proceeds of the offering will be used for working capital purposes. The
special warrants, which were offered outside of the U.S., entitle holders to
acquire, at no additional cost, one common share for each special warrant held,
at any time before the earlier of five days after the issuance of a receipt for
a final prospectus from the Ontario Securities Commission and two years from
closing. The common shares issued in the U.S. are subject to restrictions on
resale imposed by the U.S. Securities Act of 1933.

7.           
SUBSEQUENT EVENTS

On July 19, 2002 Hechi and the company implemented the revised structure by
completing the following steps:

a)        The Hechi shareholders established
a wholly-owned British Virgin Islands corporation, Fushan Industrial Co., Ltd. (Fushan);

b)        Fushan established a British Virgin
Islands corporation, Biogan International (BVI) Inc.;

c)        The company and Hechi terminated
the original Asset Purchase Agreement;

d)        The company contributed its
interest in Guangxi Guanghe Metals Co., Ltd. to Biogan International (BVI) Inc.
in exchange for a non-interest bearing promissory note in the principal amount
of $1.7 million;

e)        Hechi and the company amended and
restated the agreement establishing the Cooperative Joint Venture to provide for
the replacement of the company by Biogan (BVI) Inc. and

f)        Fushan and the company entered into
a share exchange agreement pursuant to which the company acquired 100% of Biogan
International (BVI) Inc. in exchange for 16,800,000 shares of the company's
common stock and 3,624,000 shares of Series B Preferred stock.

The Series B Preferred Stock is convertible into 362,400,000 shares of common
stock following shareholder authorization of additional issuable stock at
Biogan's next meeting of shareholders.

In order for the company to earn its 92% equity interest in GGM, it must
contribute additional capital of $7,300,000 to GGM by September 2003. Should the
company not contribute the $7,300,000 or contribute only a partial amount, its
ownership equity will be reduced proportionately. Regardless of any additional
capital contributed, the profit and loss sharing remains at 95%.

As a result of this transaction, the company's business will be completely
concentrated in the People's Republic of China. Consequently its continued
existence depends on the success of the Cooperative Joint Venture. Because the
company conducts its principal operations in China, it is subject to significant
risks not typically associated with investments in equity securities of the
United States and Western European companies. These include risks associated
with, among others, the political, economic and legal environment, influence of
the State Council over substantially all aspects of its operations and
competition in the mining and refining industry.

I

ITEM 2. Management's Discussion and Analysis or Plan of Operation

The following discussion and analysis should be read in conjunction with our
financial statements and notes to financial statements included elsewhere in
this Annual Report on Form 10-KSB. This report and our financial statements and
notes to financial statements contain forward-looking statements, which
generally include the plans and objectives of management for future operations,
including plans and objectives relating to our future economic performance and
our current beliefs regarding capital we might need and revenues we might earn
pursuant to the revised joint venture and implementation of our business
strategies. The forward-looking statements and associated risks may include,
relate to or be qualified by other important factors including, without
limitation, anticipated trends in our financial condition and results of
operations.

Any of the factors described above or in the "Risk Factors" section below could
cause our financial results, including our net income (loss) or growth in net
income (loss) to differ materially from prior results, which in turn could,
among other things, cause the price of our common stock to fluctuate
substantially.

Overview

We were incorporated on February 5, 1988 under the laws of the State of
Delaware. Historically, we had been engaged in medical and medical related
enterprises and subsequently the development of electrical motors. In 1999, we
entered into certain transactions with R-Tec Corporation through which we
divested ourselves of assets related to the electrical motor industry.

In the year 2000, we entered into a joint venture agreement with Hechi
Industrial Co. Ltd, a mining company operating in the Guangxi Province of China,
in anticipation of changing the focus of our business to the smelting and mining
of non-ferrous metals in China. However, in July 2001, we were advised that the
transactions were not in compliance with the laws of the PRC. Following
discussion with Hechi and our U.S., Chinese and Canadian legal counsel, on July
19, 2002, we implemented our transaction with Hechi on a restructured basis, in
compliance with Chinese legal requirements. Hechi and the Company implemented
the revised structure for the acquisition by completing the following steps: (1)
the Hechi shareholders established a wholly-owned British Virgin Islands
corporation, Fushan Industrial Co. Ltd.; or Fushan, (2) Fushan established a
British Virgin Islands corporation, Biogan International (BVI) Inc., or Biogan (BVI);
(3) the company and Hechi terminated the Asset Purchase Agreement; (4) the
company contributed its interest in GGM to Biogan (BVI) in exchange for a
non-interest bearing demand promissory note in the principal amount of $1.7
million; (5) Hechi and the company amended and restated the agreement
establishing GGM to provide for the replacement of the company by Biogan (BVI);
and (6) Fushan and the company entered into a share exchange agreement dated
July 19, 2002 pursuant to which the company acquired 100% of Biogan (BVI) in
exchange for 16,800,000 shares of the company's common stock, 3,624,000 shares
of the company's Series B Convertible Preferred Stock and additional capital
contributions of $7,300,000 which are to be paid by September 1, 2003.

The Series B Convertible Preferred Stock is convertible into 362,400,000 shares
of our common stock following stockholder authorization of additional issuable
common stock at our next meeting of stockholders. Accordingly, as a result of
these transactions, we acquired, as intended under the original agreement with
Hechi, a 92% equity interest and a 95% profits interest in GGM in exchange for
78.4% of our voting capital stock (assuming the conversion of all of the
outstanding shares of Series A Convertible Preferred Stock and all of the
outstanding shares of Series B Convertible Preferred Stock). For accounting
purposes the transaction will be accounted for as a reverse takeover with Hechi
treated as having acquired Biogan.

Results of Operations

Three Months Ended June 30, 2002 Compared to the Three Months Ended June
  30, 2001

We had no revenues in the three-month period ended June 30, 2002. For the three
month period ended June 30, 2002, we had a net loss of $798,874, compared to a
net loss loss of $182,499 for the same period in 2001. The increased loss in
2002 relates to increased legal, accounting and other fees associated with
completing our revised transaction with Hechi as well as $150,000 in penalties
incurred on the convertible debentures.

For the six months ended June 30, 2002, the company reported a net loss of
$1,284,422 as compared to a net loss of $540,197 for the first six months in
2001. The increased loss in 2002 relates to increased legal, accounting and
other fees associated with completing our revised transaction with Hechi as well as
$300,000 in penalties incurred on the convertible debentures.

Effective July 1, 2000, we entered into an asset purchase agreement with Hechi.
The Asset Purchase Agreement provided for our acquisition of certain of Hechi's
assets, including a 9% interest in Gaofeng Mining Company Limited (which owns
and operates the Gaofeng mine and processing facilities) a 100% interest in the
Wuxu Mine and ore processing facilities and a 100% interest in the Hechi copper
smelter. On July 27, 2001, we were advised that the transactions contemplated
under the original agreements were not in compliance with certain laws of the
PRC and, therefore, void. Between the effective date of the acquisition
agreement and prior to the determination that the transaction was void under the
laws of the PRC, we believed that we had properly consummated the joint venture
transactions with Hechi and, therefore, had focused corporate resources entirely
upon managing the mining operations of Hechi and did not engage in any other
business operations. Since July 27, 2001 we have focused our resources on
restructuring the transaction with Hechi. In effecting the transaction in its
original form and subsequently restructuring it, we incurred substantial
expenses in fiscal years 2000, 2001 and in the first six months of 2002, which
contributed significantly to our losses over these periods. In addition, because
the original transaction was deemed void we did not benefit from revenue
generated by Hechi during 2000, 2001 and the first six months of 2002.

Employees

The company currently has 3 full time employees. As a result of our transaction
with Hechi, substantially all of our personnel will be located in China. As of
June 2002, GGM employed 1068 people, of which 60 were employed at the Wuxu
mineral processing mill, 683 at the Gaofeng mine and 325 at the Hechi copper
smelter. Of these 28 were employed in an administrative capacity.

Liquidity and Capital Resources

During and since 1999, we have funded our activities primarily from loans from
private parties in exchange for promissory notes, and capital contributions from
Gilles Laverdiere, our current Vice Chairman and Chief Executive Officer. In
March 2000, we completed an offering of two debentures in the initial principal
amounts of $2,000,000 and $35,000, respectively. From the net proceeds of
$1,800,000 from the sale of the debentures, we contributed $1,500,000 to GGM,
which was used primarily to purchase metal concentrates, and we retained
$300,000 for working capital purposes.

On August 18, 2000 and December 5, 2000, TK converted an aggregate of $530,000
of the principal balance of its debenture plus related interest into 3,379,489
shares of our common stock. In 2000 we repaid $5,000 of the $35,000 principal
amount of the Carbon Mesa Debenture. An additional $10,000 was paid on the
Carbon Mesa Debenture in 2002. Under amendments to the TK debenture and
registration rights agreement, TK waived defaults under the debenture and agreed
to extend its maturity date from February 28, 2002 to February 28, 2003, and
provided that unpaid interest would continue to accrue on the TK debenture
payable quarterly in arrears beginning March 31, 2002. We also agreed to
increase the principal balance of the TK debenture by $650,000 to $2,120,000 and
issue 2,500,000 shares of common stock to TK in settlement of penalties
outstanding under the registration rights agreement. Accrued interest under both
the TK and Carbon Mesa debentures continues to be payable upon conversion in the
form of either cash or additional shares of our common stock, at our option, at
the then-applicable conversion rate. We remain in default of the Carbon Mesa
Debenture.

In addition, we agreed that on or before November 30, 2001, we would file with
the SEC all securities filings that are required to be filed prior to that date
and secure and maintain the listing of our common stock on an exchange or on the
NASD's OTC Electronic Bulletin Board. In addition, we agreed to file by January
31, 2002 a registration statement covering, among other things, the shares of
common stock issued or issuable upon conversion of the debentures and exercise
of the warrants. Penalty for failure to comply with the filing or relisting
requirements, was that the principal amount of the TK debenture would increase
by $50,000 for each 30-day period of non-compliance, with a maximum aggregate
increase of $350,000. As a result of our failure to comply with the above filing
and listing requirements, the principal amount of the TK debenture has increased
by $350,000, to $2,470,000.

On May 3, 2002 we raised $479,000 pursuant to a private placement. These funds
were used by the company to pay expenses related to the implementation of the
revised structure and for general expenses including overhead, travel expenses
and professional fees.

The execution and success of our strategy is largely dependent on our ability to
raise necessary funds. The company intends to contribute $7,300,000 to GGM.
Currently the assets of GGM are self sustaining and can continue to be so for
the foreseeable future. However, because of capital limitations these assets are
operating below capacity and are therefore earning less revenue and are less
profitable than they could be given additional capital. It is our expectation
that both revenue and profitability will rise with the introduction of
additional capital in an amount that will provide reasonable returns on the
capital investment. Additionally, management expects to diversify its product
offering in an attempt to smooth out the effects of market cyclicality. To the
extent we are not successful in raising capital to further contribute to the GGM
we will continue to operate our assets at their current capacity until such time
as additional capital becomes available. In the event, we do not contribute the
agreed to $7,300,000 to GGM by September 1, 2003 our equity interest in GGM will
be proportionately reduced but will in no event be less than 70%. Our profits
interest in GGM will remain fixed at 95% regardless of the amount and timing of
our capital contributions. In addition, under Chinese law, in the event a joint
venture party fails to make an agreed to capital contribution the government may
in some cases revoke the joint venture license forcing the joint venture to
begin winding-up proceedings. The joint venture parties may, in such cases,
renegotiate the terms of the capital contribution subject to approval from the
relevant authorities. There can be no assurance that we will be able to obtain
public or private third-party sources of financing or that favorable terms for
such financing will be available. If we raise additional funds by issuing equity
or convertible debt securities, options or warrants, further dilution to our
existing stockholders may result. In addition, any debt financing or other
financing of securities senior to common stock may include financial and other
covenants that will restrict our flexibility. Any failure to comply with these
covenants would have a material adverse effect on our business, prospects,
financial condition and results of operations. If adequate funds are not
available, we may be required to delay, scale back or eliminate portions of our
planned operations or to obtain funds through arrangements with partners or
others that may require us to relinquish rights to some of our assets.
Accordingly, the inability to obtain financing could result in a significant
loss of ownership and/or control of our assets and could also adversely affect
our ability to fund our planned operations.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None

Item 2. CHANGES IN SECURITIES

Not
applicable

Item 3. DEFAULTS ON SENIOR SECURITIES

None

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

No matters
were submitted to a vote of security holders during this period.

Item 5. OTHER INFORMATION

None

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits filed with this report

None

(b) Reports on Form 8-K

None

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                      | Biogan International, Inc.                          
|--------------------- | ----------------------------------------------------
|                      | (Registrant)                                        
|                      |                                                     
|Date: August 14, 2002 | By:/s/ Gilles Laverdiere                            
|                      | Gilles Laverdiere                                   
|                      | Vice Chairman and Chief Executive Officer           
|                      |                                                     
|                      |                                                     
|Date: August 14, 2002 | By:/s/ Robert Doyle                                 
|                      | Robert Doyle                                        
|                      | Executive Vice-President and Chief Financial Officer
|                      |