10-Q 1 bioptic10qjan810.htm BI-OPTIC VENTURES INC. FORM 10-Q Bi-optic Ventures

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10-Q


[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES ACT OF 1934

For the quarterly period ended November 30, 2009


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

OF THE SECURITIES ACT OF 1934

For the transition period from ________ to ________


Commission file number: 000-49685



Bi-Optic Ventures Inc.

(Exact Name of small business issuer in its charter)



British Columbia, Canada

N/A

(Jurisdiction of Incorporation/Organization)

(IRS Tax ID No.)


1030 West Georgia Street #1518, Vancouver, British Columbia, Canada  V6E 2Y3

(Address of principal executive offices)


Issuer’s Telephone Number: 604-689-2646



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 xxx   No ____


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes xxx   No ____


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange:


Large accelerated filer [ ]                Accelerated filer         [ ]

Non-accelerated filer   [ ]                Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):                          Yes xxx   No ____


Indicate the number of shares outstanding of each of the issuer's classes of common stock as of 12/31/2009:           14,512,235 Common Shares w/o par value




1



PART I

FINANCIAL INFORMATION




ITEM 1.  FINANCIAL STATEMENTS




BI-OPTIC VENTURES INC.

FINANCIAL STATEMENTS

NINE MONTHS ENDED

NOVEMBER 30, 2009




2




Bi-Optic Ventures Inc.

(A Development Stage Company)

Balance Sheets

(expressed in Canadian dollars)

(Unaudited)



 

November 30,

February 28,

 

2009

$

2009

$

 

(Unaudited)

 

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

6

295

Amounts receivable

1,742

3,757

Prepaid expenses

5,438

417

 

 

 

Total Current Assets

7,186

4,469

 

 

 

Property and Equipment (Note 3)

7,687

10,140

 

 

 

Total Assets

14,873

14,609

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

56,548

44,657

Accrued liabilities

12,548

12,718

Loans payable (Note 4)

40,556

42,723

Due to related parties (Note 5)

196,900

83,925

 

 

 

Total Liabilities

306,552

184,023

 

 

 

Contingencies (Note 1)

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

Common Stock: Unlimited common shares authorized without par value; 14,512,235 shares issued and outstanding, respectively

4,243,545

4,243,545

 

 

 

Deficit Accumulated During the Development Stage

(4,535,224)

(4,412,959)

 

 

 

Total Stockholders’ Deficit

(291,679)

(169,414)

 

 

 

Total Liabilities and Stockholders’ Deficit

14,873

14,609

 

 

 














(The accompanying notes are an integral part of the financial statements)



4




Bi-Optic Ventures Inc.

(A Development Stage Company)

Statements of Operations

(expressed in Canadian dollars)

(Unaudited)




 

Accumulated

from

May 31, 1984

(Date of

Inception) to

November 30,

 

Three months ended

November 30,

 

Nine months ended

November 30,

 

2009

$

 

2009

$

 

2008

$

 

2009

$

 

2008

$

 

 

 

 

 

 

 

 

 

 

Revenue

–

 

–

 

–

 

–

 

–

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs written-off

347,815

 

–

 

–

 

–

 

–

Amortization

20,586

 

816

 

926

 

2,452

 

2,929

Bad debts

20,658

 

–

 

–

 

–

 

–

Consulting and management fees

   (Notes 5(a) and (d))

714,738

 

9,337

 

10,546

 

29,023

 

50,169

Investor and public relations

96,164

 

1,255

 

883

 

1,896

 

4,813

Office, rent and telephone (Note 5(b))

471,650

 

9,907

 

7,127

 

30,820

 

29,556

Professional fees (Note 5(c))

665,806

 

13,532

 

12,894

 

39,893

 

45,675

Transfer agent and regulatory fees

129,385

 

4,140

 

4,043

 

13,928

 

10,915

Travel and promotion

321,270

 

3,004

 

1,042

 

4,253

 

6,750

 

 

 

 

 

 

 

 

 

 

Total Expenses

2,788,072

 

41,991

 

37,461

 

122,265

 

150,807

 

 

 

 

 

 

 

 

 

 

Loss from Operations

(2,788,072)

 

(41,991)

 

(37,461)

 

(122,265)

 

(150,807)

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable written-off

49,341

 

–

 

–

 

–

 

–

Interest expense

–

 

–

 

(3,133)

 

–

 

(19,257)

 

Provisions for advances receivable

(75,943)

 

–

 

–

 

–

 

–

 

Interest and other income

13,729

 

–

 

–

 

–

 

–

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expense)

(12,873)

 

–

 

(3,133)

 

–

 

(19,257)

 

 

 

 

 

 

 

 

 

 

Net Loss Before Discontinued Operations

(2,800,945)

 

(41,991)

 

(40,594)

 

(122,265)

 

(170,064)

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations

(1,734,279)

 

–

 

–

 

–

 

–

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period

(4,535,224)

 

(41,991)

 

(40,594)

 

(122,265)

 

(170,064)

 

 

 

 

 

 

 

 

 

 

Net Loss Per Share – Basic and Diluted

 

 

(0.00)

 

(0.00)

 

(0.01)

 

(0.01)

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

14,512,235

 

14,512,235

 

14,512,235

 

12,229,626

 

 

 

 

 

 

 

 

 

 












(The accompanying notes are an integral part of the financial statements)



5




Bi-Optic Ventures Inc.

(A Development Stage Company)

Statements of Cash Flows

(expressed in Canadian dollars)

(Unaudited)


 

Accumulated from

May 31, 1984

(Date of Inception)

to November 30,

Three months ended

November 30,

 

Nine months ended

November 30,

 

2009

$

2009

$

 

2008

$

 

2009

$

 

2008

$

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

(4,535,224)

(41,991)

 

(40,594)

 

(122,265)

 

(170,064)

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to

  net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs written-off

347,815

–

 

–

 

–

 

–

Amortization

22,188

816

 

926

 

2,452

 

2,929

Foreign exchange translation loss

–

–

 

1,746

 

–

 

2,576

Provisions for advances receivable

464,169

–

 

–

 

–

 

–

Bad debts

20,658

–

 

–

 

–

 

–

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts receivable

(22,400)

359

 

767

 

2,015

 

1,544

Advances to Pacific Bio-Pharmaceuticals, Inc.

(65,447)

–

 

(6,261)

 

–

 

(9,237)

Prepaid expenses

(5,438)

(5,021)

 

–

 

(5,021)

 

17,525

Cheques issued in excess of funds on deposit

–

(1,189)

 

–

 

–

 

–

Accounts payable and accrued liabilities

316,886

(7,701)

 

2,122

 

11,721

 

10,369

Due to related parties

196,900

55,125

 

34,450

 

112,975

 

(242,615)

 

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

(3,259,893)

398

 

(6,844)

 

1,877

 

(386,973)

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in discontinued operations

(362,241)

–

 

–

 

–

 

–

Acquisition of property and equipment

(29,875)

–

 

–

 

–

 

–

 

 

 

 

 

 

 

 

 

Net Cash Used in Investing Activities

(392,116)

–

 

–

 

–

 

–

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from loans payable

120,409

–

 

–

 

–

 

–

Repayment of loans payable

(80,000)

–

 

(20,000)

 

–

 

(80,000)

Issuance of common shares

3,663,051

–

 

–

 

–

 

495,000

Share issuance costs

(41,097)

–

 

–

 

–

 

(19,635)

 

 

 

 

 

 

 

 

 

Net Cash Provided By Financing Activities

3,662,363

–

 

(20,000)

 

–

 

395,365

 

 

 

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash

(10,348)

(392)

 

–

 

(2,166)

 

–

 

 

 

 

 

 

 

 

 

Increase (Decrease) in Cash

6

6

 

(26,844)

 

(289)

 

8,392

 

 

 

 

 

 

 

 

 

Cash - Beginning of Period

–

–

 

35,816

 

295

 

580

 

 

 

 

 

 

 

 

 

Cash - End of Period

6

6

 

8,972

 

6

 

8,972

 

 

 

 

 

 

 

 

 

Non-cash Investing and Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued to settle debt

247,791

–

 

–

 

–

 

–

Shares issued for finders’ fees

50,400

–

 

–

 

–

 

–

Shares issued to acquire mineral properties

275,000

–

 

–

 

–

 

–

 

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

–

–

 

–

 

–

 

–

Income taxes paid

–

–

 

–

 

–

 

–


(The accompanying notes are an integral part of the financial statements)



6


Bi-Optic Ventures Inc.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in Canadian dollars)

(Unaudited)



1.

Nature of Operations and Continuance of Business

The Company was incorporated in the province of British Columbia, Canada on May 31, 1984. The Company is a development Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7, “Accounting and Reporting by Development Stage Enterprises”. The Company is currently evaluating various business opportunities.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at November 30, 2009, the Company has a working capital deficit of $299,366 (February 28, 2009 - $179,554) and has accumulated losses of $4,535,224 (February 28, 2009 - $4,412,959) since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



2.

Summary of Significant Accounting Policies

(a)

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in Canadian dollars. The Company has not produced any revenue and is a development stage company as defined by ASC 915, “Development Stage Entities”. The preparation of financial statements using Canadian generally accepted accounting principles would result in no material reconciling items other than presentation items.

(b)

Use of Estimates

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and deferred income tax asset valuations allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(c)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.



7


Bi-Optic Ventures Inc.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in Canadian dollars)

(Unaudited)



2.

Summary of Significant Accounting Policies (continued)

(d)

Property and Equipment

Property and equipment is recorded at cost. Amortization is computed at the following rates:

Computer equipment

30% declining balance

Furniture and equipment

20% declining balance

Leasehold improvements

5 years straight-line

(e)

Long-lived Assets

In accordance with ASC 360, “Property Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

(f)

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740 “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduced deferred tax assets to the amount that is believed more likely than not to be realized.

(g)

Fair Value of Financial Instruments

Our financial instruments consist principally of cash, amounts receivable, accounts payable, amounts due to related parties and loans payable. Pursuant to ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments”, the fair value of our cash equivalents and marketable securities is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

(h)

Comprehensive Loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2009 and February 29, 2009, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



8


Bi-Optic Ventures Inc.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in Canadian dollars)

(Unaudited)



2.

Summary of Significant Accounting Policies (continued)

(i)

Earnings (Loss) per Share

The Company computes earnings (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive. Warrants are dilutive when the average market price of the common shares during the period exceeds the exercise price of the warrants.

(j)

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock-Based Compensation”, using the fair value method. The Company has not issued any stock options since its inception. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

(k)

Recent Accounting Pronouncements

In June 2009, the FASB issued guidance now codified as FASB ASC Topic 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s consolidated financial statements, but did eliminate all references to pre-codification standards

In May 2009, FASB issued ASC 855, “Subsequent Events”, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855-10 did not have a material effect on the Company’s consolidated financial statements. Refer to Note 6.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.



9


Bi-Optic Ventures Inc.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in Canadian dollars)

(Unaudited)



3.

Property and Equipment

 

Cost

$

 

Accumulated

Amortization

$

 

November 30,

2009

Net Carrying

Value

$

 

February 28,

2009

Net Carrying

Value

$

 

 

 

 

 

 

 

 

Computer equipment

16,787

 

11,932

 

4,855

 

6,265

Furniture and equipment

6,932

 

6,255

 

677

 

797

Leasehold improvements

6,157

 

4,002

 

2,155

 

3,078

 

 

 

 

 

 

 

 

 

29,876

 

22,189

 

7,687

 

10,140

 

 

 

 

 

 

 

 



4.

Loans Payable

As at November 30, 2009, the Company owes $30,000 (February 28, 2009 - $30,000) and $10,556 (US$10,000) (February 28, 2009 - $12,723 (US$10,000)) to a non-related third party. The loan bears interest at a rate of 1.5% per month, is unsecured and due on demand. A cash finders’ fee of 7% has been accrued on a portion of this loan.


5.

Related Party Transactions

(a)

For the nine months ended November 30, 2009, the Company paid or accrued $22,500 (2008 - $22,500) in management fees to a company controlled by the President of the Company.

(b)

For the nine months ended November 30, 2009, the Company paid or accrued $22,500 (2008 - $22,500) in rent and administrative services to a company controlled by the President of the Company.

(c)

For the nine months ended November 30, 2009, the Company paid or accrued $18,000 (2008 - $18,000) in professional fees to a company controlled by a director.

(d)

As at November 30, 2009, an amount of $50,500 (2008 - $Nil) is owed to the spouse of the President of the Company and is without interest, unsecured and due on demand.

(e)

As at November 30, 2009, an amount of $138,600 (February 28, 2009 - $82,925) is owed to companies controlled by the President, company controlled by the former President, and a director of the Company and is without interest, unsecured and due on demand.

(f)

As at November 30, 2009, an amount of $7,800 (February 28, 2009 - $Nil) is owed to the President of the Company and is without interest, unsecured and due on demand.



6.

Subsequent Events

In accordance with ASC 855, “Subsequent Events”, the Company evaluated subsequent events through January 6, 2010, the date of issuance of the unaudited financial statements. During this period the Company did not have any material recognizable subsequent events.












10


Bi-Optic Ventures Inc.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in Canadian dollars)

(Unaudited)








11




ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

         RESULTS OF OPERATIONS


This Quarterly Report on Form 10-Q contains forward-looking statements, principally in ITEM #2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.  These statements may be identified by the use of words like “plan”, “expect”, “aim”, “believe”, “project”, “anticipate”, “intend”, “estimate”, “will”, “should”, “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends.  In particular, these include statements about the Company’s strategy for growth, property exploration, mineral prices, future performance or results of current or anticipated mineral production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings.


Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties.  Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, among other things, the factors discussed in this Quarterly Report and factors described in documents that we may furnish from time to time to the Securities and Exchange Commission.  We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.


Results of Operations

The Company has not had any sources of revenue to date and has financed its activities substantially through equity financing. The Company has incurred net losses each year since inception and, as of 11/30/2009 had an accumulated deficit of ($4,535,224).


On 5/29/2008, following a year of due diligence and attempting to consummate the acquisition, the Company announced termination of its agreement to acquire Pacific Bio-Pharmaceuticals Inc.


The Company is evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis; but none are yet probable.


Operating Expenses for the Nine Months Ended 11/30/2009 were $122,265 compared to $150,807 for the same period last year. Expenses for the Nine Months Ended 11/30/2009 included professional fees of $39,893 (2008 = $45,675); Office/Rent/Telephone of $30,820 (2008 = $29,556); and consulting/management fees of $29,023 (2008 = $50,169).  The reported decrease was related to the last part’s of the prior year’s extensive search for, the negotiations with, and due diligence on potential acquisitions.  Net Loss for the Nine Months Ended 11/30/2009 was ($122,265) vs. ($170,064) in the prior year period.  Loss Per Share was ($0.01) vs ($0.01) in the prior year period.


Liquidity and Capital Resources

The Company had a working capital deficit of ($299,366) at 11/30/2009, compared to a working capital deficit of ($179,554) at 2/28/2009.  Net Cash Provided by (Used in) Operating Activities was $1,877 vs. ($386,973) in the prior year period.  Net Cash Provided by Financing Activities was $nil. Net Cash Used in Investing Activities was $nil




12






ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         No Disclosure Necessary



ITEM 4.  CONTROLS AND PROCEDURES

As required by Rule 13(a)-15 under the Exchange Act, in connection with this annual report on Form 10-Q, under the direction of the Chief Executive Officer, the Company has evaluated its disclosure controls and procedures as of November 30, 2009, and concluded the disclosure controls and procedures were effective to ensure that information the Company is required to disclose in the reports that it files or submits with the Securities and Exchange Commission under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.


There have been no changes in the Company's internal controls over financial reporting during the period covered by this interim report that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.  Nor have there been any corrective actions with regard to deficiencies or material weaknesses.



ITEM 4T.  CONTROLS AND PROCEDURES

          Not Applicable






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PART II

OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         No Disclosure Necessary



ITEM 1A.  RISK FACTORS

          No Disclosure Necessary



ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         a.  No Disclosure Necessary

         b.  No Disclosure Necessary

         c.  No Disclosure Necessary



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         No Disclosure Necessary



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

         No Disclosure Necessary



ITEM 5.  OTHER INFORMATION

         a.  Reports on Form 8-K:  No Disclosure Necessary

         b.  Information required by Item 407(C)(3) OF Regulation S-K:

               No Disclosure Necessary



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ITEM 6.  EXHIBITS


Exhibit 31.1

 Certification required by Rule 13a-14(a) or Rule 15d-14(a)


Exhibit 32.1

 Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906

 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350





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SIGNATURES

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


Bi-Optic Ventures Inc. -– SEC File No. 000-49685

Registrant


Date: January 8, 2010       /s/ Harry Chew                            

                                Harry Chew, President/CEO/CFO/Director






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