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 September 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

(416) 214-3270

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 November 1, 2002, the issuer had outstanding 108,066,199

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS





Financial Statements
          (Expressed in U.S. dollars)

Biogan International inc.

Nine months and three months ended 
          September 30, 2002 and 2001
          (Unaudited)

Biogan International inc.

Balance Sheet
  (Expressed in U.S. dollars)
  (Unaudited)

|                                         |   | September 30,
    2002 |   | December 31,
    2001
|---------------------------------------- | - | ---------------------- | - | ---------------------
|                                         |   |                        |   |                      
|Assets                                   |   |                        |   |                      
|                                         |   |                        |   |                      
|Current assets:                          |   |                        |   |                      
|Cash                                     | $ | 146,714                | $ | 937,473              
|Accounts receivable                      |   | 400,757                |   | 1,054,537            
|Amount due from Biogan prior to business |   |                        |   |                      
|combination (note 1)                     |   | -                      |   | 81,812               
|Prepaid expenses                         |   | 733,478                |   | 618,020              
|Inventories                              |   | 1,474,346              |   | 2,457,130            
|                                         |   | 2,755,295              |   | 5,148,972            
|                                         |   |                        |   |                      
|Investments (note
    5)                 |   | 829,504                |   | 829,504              
|                                         |   |                        |   |                      
|Property, plant and
    equipment, net   |   | 5,453,813              |   | 5,625,957            
|                                         |   |                        |   |                      
|                                         | $ | 9,038,612              | $ | 11,604,433           
|                                         |   |                        |   |                      
|Liabilities and
    Shareholder's Equity |   |                        |   |                      
|                                         |   |                        |   |                      
|Current
    liabilities:                 |   |                        |   |                      
|Short-term
    borrowings                | $ | 1,311,108              | $ | 3,925,030            
|Amount due to
    related party (note 6) |   | 339,800                |   | 267,045              
|Accounts payable                         |   | 1,086,895              |   | 325,920              
|Income taxes
    payable                 |   | 184,444                |   | 184,444              
|Advance from
    customers               |   | 871,173                |   | 92,903               
|Accrued expenses                         |   | 1,997,372              |   | 467,617              
|Convertible
    debenture                |   | 2,490,000              |   | -                    
|                                         |   | 8,280,792              |   | 5,262,959            
|                                         |   |                        |   |                      
|Non-controlling
    interest             |   | 285,866                |   | -                    
|                                         |   |                        |   |                      
|Shareholder's
    equity                 |   | 471,954                |   | 6,341,474            
|                                         |   |                        |   |                      
|                                         | $ | 9,038,612              | $ | 11,604,433           

See accompanying notes to financial statements.

Biogan International inc.

Statement of Earnings
  (Expressed in U.S. dollars)
  (Unaudited)

|                                        | Three months ended
    September 30, |           | Nine months ended
    September 30,
|--------------------------------------- | ------------------------------------ | --------- | -----------------------------------
|                                       
|                                       
|                                        |                                      | 2002      |                                    
|                                        |                                      |           |                                    
|Net sales                               | $                                    | 2,440,201 | $                                  
|                                        |                                      |           |                                    
|Cost of sales                           |                                      | 2,313,822 |                                    
|                                        |                                      |           |                                    
|Gross profit (loss)                     |                                      | 126,379   |                                    
|                                        |                                      |           |                                    
|General and
    administrative expenses |                                      | 340,257   |                                    
|                                        |                                      |           |                                    
|Operating loss                          |                                      | (213,878) |                                    
|                                        |                                      |           |                                    
|Other income
    (expenses):            |                                      |           |                                    
|Interest income                         |                                      | 5,457     |                                    
|Other income                            |                                      | -         |                                    
|Interest expense                        |                                      | (101,878) |                                    
|Other expense                           |                                      | (68)      |                                    
|Non-controlling
    interest            |                                      | 3,081     |                                    
|                                        |                                      | (93,408)  |                                    
|                                        |                                      |           |                                    
|Loss for the period                     | $                                    | (307,286) | $                                  
|                                        |                                      |           |                                    
|Basic and diluted
    loss per share    | $                                    | -         | $                                  
|                                        |                                      |           |                                    

See accompanying notes to financial statements.

Biogan International inc.

Statement of Cash Flows
  (Expressed in U.S. dollars)
  (Unaudited)

|                                          |   | Three months ended
    September 30, |   | Nine months ended
    September 30,
|----------------------------------------- | - | ------------------------------------ | - | -----------------------------------
|                                          |   |                                     
|                                          |   | 2002                                 |   | 2001                               
|                                          |   |                                      |   |                                    
|Cash flows from
    (used in) operating   |   |                                      |   |                                    
|activities:                               |   |                                      |   |                                    
|Loss for the period                       | $ | (307,286)                            | $ | (684,745)                          
|Items not involving
    cash:             |   |                                      |   |                                    
|Provision for
    doubtful accounts       |   | -                                    |   | -                                  
|Depreciation and
    amortization         |   | 79,701                               |   | 83,709                             
|Interest on time
    deposit              |   | -                                    |   | (13,655)                           
|Non-controlling
    interest              |   | 3,081                                |   | -                                  
|Change in non-cash
    operating          |   |                                      |   |                                    
|working capital:                          |   |                                      |   |                                    
|Inventories                               |   | 587,935                              |   | 80,289                             
|Trade receivables                         |   | 246,621                              |   | 430,276                            
|Amount due from
    Biogan prior          |   |                                      |   |                                    
|to business
    combination               |   | -                                    |   | (3,030)                            
|Prepaid expenses                          |   | (44,655)                             |   | (106,968)                          
|Accounts payable                          |   | (58,279)                             |   | (336,612)                          
|Advance from
    customers                |   | 778,269                              |   | 347,073                            
|Notes payable                             |   | -                                    |   | -                                  
|Amount due to
    related party           |   | 49,934                               |   | (97,995)                           
|Accrued expenses                          |   | (284,761)                            |   | (13,125)                           
|                                          |   | 1,050,560                            |   | (314,783)                          
|                                          |   |                                      |   |                                    
|Cash flows from
    (used in) financing   |   |                                      |   |                                    
|activities:                               |   |                                      |   |                                    
|Proceeds from
    short-term borrowings   |   | 1,813,785                            |   | 2,527,207                          
|Repayment of
    short-term borrowings    |   | (2,902,056)                          |   | (3,083,434)                        
|Special warrant
    financing             |   | 10,800                               |   | -                                  
|                                          |   | (1,077,471)                          |   | (556,227)                          
|                                          |   |                                      |   |                                    
|Cash flows from
    (used in) investing   |   |                                      |   |                                    
|activities:                               |   |                                      |   |                                    
|Interest earned on
    time deposit       |   | -                                    |   | 3,115                              
|Capital
    expenditures                  |   | (1,214)                              |   | (26,011)                           
|                                          |   | (1,214)                              |   | (22,896)                           
|                                          |   |                                      |   |                                    
|Decrease in cash
    and cash equivalents |   | (28,125)                             |   | (893,906)                          
|                                          |   |                                      |   |                                    
|Cash, beginning of
    period             |   | 174,839                              |   | 1,252,753                          
|                                          |   |                                      |   |                                    
|Cash, end of period                       | $ | 146,714                              | $ | 358,847                            

See accompanying notes to financial statements.

1. General:

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. The Company changed its name to
    Biogan Medical International, Inc. in March 1989. The Company changed its
    name to Biogan International, Inc. in September 1997.

Following the disposal in 1999 of all of its interests in
    other entities and businesses, the Company shifted its attention, experience
    and resources to developing a base metal mining and smelting operation in
    the People's Republic of China ("PRC").

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. ("GGMC"), 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. 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.

The Company implemented the acquisition on a restructured
    basis on July 19, 2002. As a result, Biogan acquired a 92% equity interest
    and a 95% profits interest in GGMC in exchange for consideration of an
    additional cash payment of $300,000 (Biogan having already contributed
    $1,700,000), 16,800,000 common shares and 3,624,000 shares of Series B
    convertible preferred shares, which are convertible into, in the aggregate,
    362,400,000 common shares following stockholder approval authorizing such
    increase in authorized capital. In order for the Company to earn its 92%
    equity interest in GGMC, it must contribute additional capital of $7,300,000
    to GGMC 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%.

1. General (continued):

On June 8, 1998 Hechi Prefecture Mining Company ("HPMC"),
    a state-owned entity incorporated in July 1993 in Guangxi Zhuang Autonomous
    Region in the People's Republic of China, and Hechi a limited company in
    Guangxi Zhuang Autonomous Region of the PRC on June 9, 1998, signed an
    agreement to transfer certain assets from HPMC to Hechi. In consideration,
    HPMC was granted 40,000,000 shares of stock of Hechi and subsequently
    allocated the shares to 379 of its former employees, who then become the
    shareholders of Hechi. The assets transferred included:

l

l

l

l

Approvals were obtained from Hechi Prefecture
    Administration Office in Guangxi Zhuang Autonomous Region to transfer the
    assets to Hechi. Pursuant to the approval letter dated July 24, 1998 issued
    by Hechi Prefecture State-owned Administration, the purchase consideration
    for these net assets was deemed to be RMB 126 million which the former
    employees are required to pay the purchase consideration. Pursuant to a
    confirmation letter dated June 30, 2000 issued by Hechi Prefecture Finance
    Bureau, the local government agreed that it will not repossess the assets
    within 15 years even if the individual shareholders do not pay the RMB 126
    million purchase price.

Guangxi Guanghe Metals Co., Ltd. a co-operative joint
    venture between Hechi and Biogan, was established in the PRC on February 18,
    2000 and has been granted an operating period of 30 years. The total
    investment of GGMC is U.S.$ 25 million and registered capital is U.S.$ 10
    million, of which Biogan shall contribute U.S.$ 9.2 million and Hechi shall
    contribute U.S.$ 0.8 million.

2. Basis of presentation:

The accompanying financial statements reflect the
    acquisition, effective July 1, 2002, of Biogan's interest in GGMC. As a
    result of the transaction, the former shareholders of GGMC will indirectly
    control 78.4% of the outstanding voting stock of Biogan on a diluted basis
    and, as such, the transaction has been accounted for as a reverse takeover.

As a result of this transaction, the Company's business
    will be completely concentrated in the People's Republic of China. 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.

The financial statements of Biogan are prepared in United
    States dollars. The financial statements of GGMC are prepared in Chinese
    Renminbi Yuan. The balance sheet of GGMC has been translated into U.S.
    dollars at the exchange rate at September 30, 2002 and the GGMC statements
    of operations have been translated at the average exchange rate for the U.S.
    dollar for the year ended three and nine-months ended September 30, 2002 and
    2001, respectively.

The accounting policies adopted in the preparation of the
    accompanying financial statements are in conformity with accounting
    principles generally accepted in the United States of America ("U.S. GAAP").

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 nine-month periods
    ended September 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.

3. Significant accounting policies:

| | (a) | Use of estimates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | The preparation of the financial statements in conformity
    with U.S. GAAP requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities, the disclosure of
    contingent assets and liabilities and the reported amounts of revenues and
    expenses. Actual results could differ from those estimates.                                                                                                                                                                                   
| | (b) | Translation of foreign currency:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | The Chinese operations adopted the Reminbi Yuan ("RMB"),
    the national currency of the PRC, as its functional currency, since it is
    the currency that the businesses conduct their primary economic activities.
    Foreign currency transactions during the year are translated into RMB at the
    applicable rates of exchange quoted by the People's Bank of China prevailing
    on the transaction dates. Foreign currency monetary assets and liabilities
    are translated into RMB at the applicable rates at the balance sheet date.
| | (c) | Cash:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | The Company considers cash on hand and deposits in banks
    and money market accounts with matures less than 3 months to be cash.                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | Inventories                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | Inventories are stated at the lower of cost or market.
    Cost is determined using the weighted average method for all inventories.                                                                                                                                                                                                                                                                                                                                                                                                                  

3. Significant accounting policies (continued):

| | (e) | Property, plant and equipment:                                                                                                                                                                                                                                                                                                                                         
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Property, plant and equipment is stated at cost less
    accumulated depreciation and amortization. The depreciation of property,
    plant and equipment is calculated on a straight-line basis over the
    anticipated useful life of the asset less 5% residual value. The respective
    anticipated useful lives of property, plant and equipment are as follows:



| |                             |              
| | --------------------------- | -------------
| | Property and plant          | 20 - 30 years
| | Machinery and
    equipment | 15 - 20 years
| | Office equipment            | 5 years      
| | Motor vehicles              | 5 years      
| |                             |              

Land use rights are amortized on a straight-line basis
      over 30 years.

| | (f) | GaoFeng investment:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | GaoFeng investment, as described more fully in note 5, is
    held as a long-term investment and accounted for using cost method.
    Dividends are recognized as income when declared. Loss in value in the
    investment which is other than a temporary decline would be recognized in
    the statement of operations when incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | Impairment of long-lived assets and long-lived assets to
    be disposed of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | The Company accounts for long-lived assets in accordance
    with the provisions of SFAS No. 121, "Accounting for the Impairment of
    Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS No. 121
    requires that long-lived assets be reviewed for impairment whenever events
    or changes in circumstances indicate that the carrying value of an asset may
    not be recoverable. Recoverability of an asset to be held and used is
    measured by a comparison of the carrying value of the asset to future net
    cash flows expected to be generated by the asset. If such assets are
    considered to be impaired, the impairment to be recognized is measured by
    the amount by which the carrying value of the asset exceeds the fair value
    of the assets. An asset to be disposed of is reported at the lower of the
    carrying value or fair value, less costs to sell.

3. Significant accounting policies (continued):

| | (h) | Fair value of financial instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Financial assets include cash, trade accounts receivable,
    short-term loans to a related party, amounts due from related parties,
    prepayments to suppliers, time deposits, prepaid expenses and other current
    assets. Financial liabilities include short-term borrowings, short-term
    loans from a related party, trade accounts payable, notes payable and other
    payables and accrued expenses. The Company does not hold or issue financial
    instruments for trading purposes and has no positions in derivative
    contracts as of September 30, 2002 and December 31, 2001, respectively.
| |     | The fair values of all financial instruments approximate
    their carrying amounts due to the nature or short-term maturity of these
    instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (i) | Income taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The Company utilizes the liability method to determine
    the provision for income taxes. Deferred tax assets are determined based on
    differences between the financial reporting and tax bases of assets and
    liabilities and are measured using the enacted tax rates when the
    differences are expected to be reversed.                                                                                                                                                                                                                                                                               
| | (j) | Revenue recognition:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | Revenues from the sale of goods and rendering of services
    are recognized when products are shipped or services are rendered and the
    significant risks and rewards of ownership have been transferred to the
    customer.                                                                                                                                                                                                                                                                                                                                                                                   
| | (k) | Retirement benefits:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | The Contributions payable under the Company's retirement
    plans are charged to the combined statements of operation according to the
    contribution determined by the plans.                                                                                                                                                                                                                                                                                                                                                                                                                                   

3. Significant accounting policies (continued):

| | (l) | Loss per share:                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Loss per share for all periods prior to the date of
    acquisition are based on the number of common shares issued by Biogan to
    acquire GGMC, being 16,800,000 shares.
| |     | Loss per share for the period after the acquisition are
    based on the actual number of common shares outstanding.                                                       

4. Convertible debentures:

Biogan 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. Out of the net proceeds of $1,800,000
    from the sale of the debentures, $1,500,000 was contributed to GGMC 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.

4. Convertible debentures (continued):

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 September 30,
    2002 of $2,490,000. At September 30, 2002 accrued interest amounted to
    $375,400.

5. GaoFeng investment:

| |                                 |   | September 30,
    2002 |   | December 31,
    2001
| | ------------------------------- | - | ---------------------- | - | ---------------------
| |                                 |   |                        |   |                      
| | GaoFeng investment,
    at cost | $ | 829,504                | $ | 829,504              
| |                                 |   |                        |   |                      

This investment represents a 9% of the equity interest in
    GaoFeng Mining Company Limited ("GMCL"). GMCL is an operating polymetallic
    mine and ore processing facility located in Nandan County, Guangxi Zhuang
    Autonomous Region in the PRC. GMCL obtained its renewed Mining Permit from
    the Ministry of Land and Natural Resources on May 26, 2000. The Permit
    allows GMCL to mine an area 3.6517 kilometers' for a period of 17 years
    ending May 2017. The mineral deposits, primarily including tin, lead, zinc
    and antimony, on the property are currently being mined using underground
    mining methods.

5. GaoFeng investment (continued):

GMCL is incorporated as a limited liability Company by
    the following four shareholders:

| | Shareholders                               | Ownership
    interest | Number of 
    representatives
    on board
    of directors
| | ------------------------------------------ | ---------------------- | ------------------------------------------------------------
|
|
|
| |                                            |                        |                                                             
| | HuaXi Group Company                        | 51%                    | 5                                                           
| | Guangxi Develop &
    Investment Co., Ltd. | 20%                    | 2                                                           
| | NanXing Company
    Limited                | 20%                    | 2                                                           
| | Guangxi Guanghe
    Metals Co. Ltd.        | 9%                     | 1                                                           
| |                                            |                        |                                                             

6. Related party transactions:

Amounts due to/from Hechi as of
    September 30, 2002 and December 31, 2001 are summarized below and presented
    on a
    net basis as the legal right of off-set exists.

| |                                     | Interest
    rate |   | September 30,
    2002 |   | December 31,
    2001
| | ----------------------------------- | ----------------- | - | ---------------------- | - | ---------------------
| |                                     |                   |   |                        |   |                      
| | Short-term loans
    from Hechi (a) | 7.56%             | $ | (1,535,671)            | $ | (1,571,947)          
| |                                     | 7.20%             |   | (336,155)              |   | (336,155)            
| |                                     | nil               |   | (12,092)               |   | (79,807)             
| |                                     |                   |   | (1,883,918)            |   | (1,987,909)          
| |                                     |                   |   |                        |   |                      
| | Short-term loans to
    Hechi (a)   | 6.70%             |   | 616,687                |   | 616,687              
| |                                     | nil               |   | 725,514                |   | 725,514              
| |                                     |                   |   | 1,342,201              |   | 1,342,201            
| |                                     |                   |   |                        |   |                      
| | Amount due from
    Hechi (b)       | nil               |   | 201,917                |   | 378,663              
| |                                     |                   |   |                        |   |                      
| | Net amount due to
    Hechi (c)     |                   | $ | (339,800)              | $ | (267,045)            



| | (a) | All loans to and from related party are unsecured and
    payable on demand.                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Amount due from Hechi mainly represents trading balances
    with Hechi, interest payable to Hechi and expenses paid or received by Hechi
    on behalf of the Acquired Operations.

6. Related party transactions (continued):

| | (c) | According to the mutual agreement signed between Hechi
    and GGMC on October 15, 2002, all loans/amounts due to and from between
    Hechi and GGMC can be offset and Hechi or GGMC will only pay the net balance
    on demand. This change has been accounted for retrospectively by restating
    comparatives as of and for the year ended December 31, 2001.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Material transactions with related parties are summarized
    as follows:

Interest paid to Hechi amounted to $35,376 and nil for
    the three-month periods ended September 30, 2002 and 2001 respectively and
    $102,158 and $85,305 for the nine-month periods ended September 30, 2002 and
    2001, respectively.

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 has been accounted for as a reverse takeover with Hechi
treated as having acquired Biogan.

Results of Operations

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

We had $2.4 million in revenues in the three-month period ended September 30,
2002, up $0.7 million largely due to higher metal prices for our products. For
the three month period ended September 30, 2002, we had a net loss of $0.3
million, compared to a net loss of $0.7 million for the same period in 2001. The
decreased loss in 2002 relates to the improved gross profit related to higher
metal prices, partly offset by the consolidation of administrative costs
following consummation of the acquisition of Guangxi Guanghe Metals Co. Ltd by
Biogan effective July 1, 2002.

Nine Months Ended September 30, 2002 Compared to the Nine Months Ended
  September 30, 2001

For the nine months ended September 30, 2002, the company reported a net loss
of $0.8 million as compared to a net loss of $0.7 million for the first nine
months in 2001. The increased loss in the first nine months of 2002 relates to a
$0.6 million increase in legal, accounting and other fees associated with
completing the revised Chinese transaction, more than offsetting the $0.5
million improvement in operating profit, largely due to improved metal prices.

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 nine months of
2002, which contributed significantly to our losses over these periods.

During the three months ended September 30, 2002 the mines operated by Hechi
did not operate, and have not operated since May 2002 as a result of Chinese
government mandated safety upgrades. Due to a significant mining accident which
occurred on July 17, 2001 the Chinese government mandated the closure of all
base metal mines in the Guangxi Province, as well as certain other areas,
pending safety certifications of individual mines. The company believes it has
met all safety requirements under the government mandate and anticipates its
mines will be authorized to resume operations by the end of November 2002.
Management expects output upon resumption of operations to match or exceed
historical levels. As a result of this closure the company derived revenues only
from the Hechi copper smelter.

Employees

As of September 30, 2002, GGM employed 1071 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 31 were employed in an administrative capacity,
including three senior officers located in our Toronto office.

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, and a further $10,8000 on August 28, 2002,
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.
Historically GGM has been self sustaining and we expect it 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.

ITEM 3. CONTROLS AND PROCEDURES

As of September 30, 2002, an evaluation was performed under the supervision
and with the participation of the Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the company's management, including the Chief Executive
Officer and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of September 30, 2002. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect internal controls subsequent to September 30,
2002.

PART II - OTHER INFORMATION

|Item 1. LEGAL PROCEEDINGS                                      
|---------------------------------------------------------------
|                                                               
|Item 2. CHANGES IN SECURITIES                                  
|                                                               
|Item 3. DEFAULTS ON SENIOR SECURITIES                          
|                                                               
|Item 4. SUBMISSION OF MATTERS TO A VOTE OF
    SECURITY HOLDERS
|                                                               
|Item 5. OTHER INFORMATION                                      
|                                                               
|Item 6. EXHIBITS AND REPORTS ON FORM 8-K                       
|(a) Exhibits filed with this report                            
|                                                               
|(b) Reports on Form 8-K                                        
|                                                               

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: November 19, 2002 | ___/s/ Gilles Laverdiere________________                
|                        | Gilles Laverdiere                                       
|                        | Vice Chairman and Chief Executive Officer               
|                        |                                                         
|                        |                                                         
|Date: November 19, 2002 | ___/s/ Robert Doyle___________________                  
|                        | Robert Doyle                                            
|                        | Executive Vice-President and Chief Financial
    Officer

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-QSB of Biogan
International, Inc., for the quarter September 30, 2002, I, Gilles Laverdiere,
Vice Chairman and Chief Executive Officer of Biogan International, Inc. hereby
certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1) such Quarterly Report on Form 10-Q for the quarter ended September 30,
2002, fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

(2) the information contained in such Quarterly Report on Form 10-Q for the
quarter ended September 30, 2002, fairly presents, in all material respects, the
financial condition and results of operations of Biogan International, Inc..

|BIOGAN INTERNATIONAL, INC.               
|-----------------------------------------
|Date: November 19, 2002                  
|By:/s/Gilles Laverdiere                  
|----------------------------------       
|Vice Chairman and Chief Executive Officer

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form
10-QSB of Biogan International, Inc., for the quarter September 30, 2002, I,
Robert Doyle, Chief Financial Officer of Biogan
International, Inc. hereby certify pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best
of my knowledge and belief, that:

(1) such Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Quarterly Report on Form
10-Q for the quarter ended September 30, 2002, fairly presents, in all material
respects, the financial condition and results of operations of Biogan
International, Inc.

|BIOGAN INTERNATIONAL, INC.           
|-------------------------------------
|Date: November 19, 2002              
|By:/s/Robert Doyle                   
|----------------------------------   
|Robert Doyle, Chief Financial Officer

CERTIFICATION PURSUANT TO SECTION 302 of the SARBANES-OXLEY
ACT OF 2002

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

I, Gilles Laverdiere,
Vice Chairman and Chief Executive Officer of Biogan
International, Inc., hereby certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Biogan
International, Inc.;

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

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

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

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

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

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

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

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

|Date: November 19, 2002                                         
|----------------------------------------------------------------
|By:/s/Gilles Laverdiere                                         
|----------------------------------                              
|Gilles Laverdiere, Vice Chairman and Chief
    Executive Officer

CERTIFICATION PURSUANT TO SECTION 302 of the SARBANES-OXLEY ACT OF 2002

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

I, Robert Doyle, Chief Financial Officer of Biogan International, Inc.,
hereby certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Biogan
International, Inc.;

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

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

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

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

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

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

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

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

|Date: November 19, 2002              
|-------------------------------------
|By:/s/Robert Doyle                   
|----------------------------------   
|Robert Doyle, Chief Financial Officer