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 May 31, 2010



[ ]         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 registrant as specified 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



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 6/30/2010: 20,512,235 Common Shares w/o par value







1



---



PART I

FINANCIAL INFORMATION







ITEM 1.  FINANCIAL STATEMENTS







|                                                                           
|---------------------------------------------------------------------------
|BI-OPTIC VENTURES INC.
FINANCIAL STATEMENTS
THREE MONTHS ENDED
MAY 31, 2010







2



---





Bi-Optic Ventures Inc.

(A Development Stage Company)

Balance Sheets

(Expressed in Canadian dollars)





|                                                                                                                           |             |             
|-------------------------------------------------------------------------------------------------------------------------- | ----------- | ------------
|                                                                                                                           | May 31,     | February 28,
|                                                                                                                           | 2010
$      | 2010
$      
|                                                                                                                           | (Unaudited) |             
|                                                                                                                           |             |             
|Assets                                                                                                                     |             |             
|                                                                                                                           |             |             
|Current Assets                                                                                                             |             |             
|                                                                                                                           |             |             
|Cash                                                                                                                       | 91,188      | -           
|Amounts receivable                                                                                                         | 1,975       | 1,445       
|Prepaid expenses                                                                                                           | -           | 5,438       
|                                                                                                                           |             |             
|Total Current Assets                                                                                                       | 93,163      | 6,883       
|                                                                                                                           |             |             
|Property and Equipment (Note 3)                                                                                            | 4,988       | 6,870       
|                                                                                                                           |             |             
|Total Assets                                                                                                               | 98,151      | 13,753      
|                                                                                                                           |             |             
|Liabilities and Stockholders Deficit                                                                                      |             |             
|                                                                                                                           |             |             
|Current Liabilities                                                                                                        |             |             
|                                                                                                                           |             |             
|Bank overdraft                                                                                                             | -           | 844         
|Accounts payable                                                                                                           | 64,403      | 60,218      
|Accrued liabilities                                                                                                        | -           | 12,393      
|Due to related parties (Note 4)                                                                                            | -           | 225,100     
|                                                                                                                           |             |             
|Total Liabilities                                                                                                          | 64,403      | 298,555     
|                                                                                                                           |             |             
|                                                                                                                           |             |             
|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   
|Share Subscriptions (Note 5)                                                                                               | 380,000     | -           
|                                                                                                                           |             |             
|Deficit Accumulated During the Development Stage                                                                           | (4,589,797) | (4,528,347) 
|                                                                                                                           |             |             
|Total Stockholders Deficit                                                                                                | 33,748      | (284,802)   
|                                                                                                                           |             |             
|Total Liabilities and Stockholders Deficit                                                                                | 98,151      | 13,753      
|                                                                                                                           |             |             







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





2



---





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 May 31, |         | Three Months Ended
|                                           |                                                             
|                                           |                                                             
|                                           |                                                              | May 31, |                    | May 31,
|                                           | 2010                                                         |         | 2010               |         | 2009      
|                                           | $                                                            |         | $                  |         | $         
|                                           |                                                              |         |                    |         |           
|Revenue                                    |                                                             |         |                   |         |          
|                                           |                                                              |         |                    |         |           
|Expenses                                   |                                                              |         |                    |         |           
|                                           |                                                              |         |                    |         |           
|Acquisition costs written-off              | 347,815                                                      |         |                   |         |          
|Amortization                               | 22,041                                                       |         | 637                |         | 818       
|Bad debts                                  | 20,658                                                       |         |                   |         |          
|Consulting and management fees (Note 4(a)) | 754,979                                                      |         | 31,116             |         | 9,125     
|Investor and public relations              | 94,268                                                       |         |                   |         |          
|Office, rent and telephone (Note 4(b))     | 499,928                                                      |         | 13,024             |         | 8,794     
|Professional fees (Note 4(c))              | 688,481                                                      |         | 14,175             |         | 14,132    
|Equipment write-off                        | 2,066                                                        |         | 2,066              |         |           
|Transfer agent and regulatory fees         | 136,983                                                      |         | 4,632              |         | 4,242     
|Travel and promotion                       | 331,562                                                      |         | 8,021              |         |          
|                                           |                                                              |         |                    |         |           
|Total Expenses                             | 2,898,781                                                    |         | 73,671             |         | 37,111    
|                                           |                                                              |         |                    |         |           
|Loss from Operations                       | (2,898,781)                                                  |         | (73,671)           |         | (37,111)  
|                                           |                                                              |         |                    |         |           
|Other Income (Expense)                     |                                                              |         |                    |         |           
|                                           |                                                              |         |                    |         |           
|Accounts payable written-off               | 49,341                                                       |         |                   |         |          
|Provision for advances receivable          | (75,943)                                                     |         |                   |         |          
|Gain on debt derecognition                 | 40,526                                                       |         | 12,393             |         |          
|Interest and other income                  | 29,339                                                       |         | (172)              |         |          
|                                           |                                                              |         |                    |         |           
|Total Other Income (Expense)               | 43,263                                                       |         | 12,221             |         |          
|                                           |                                                              |         |                    |         |           
|Net Loss Before Discontinued Operations    | (2,855,518)                                                  |         | (61,450)           |         | (37,111)  
|                                           |                                                              |         |                    |         |           
|Loss from Discontinued Operations          | (1,734,279)                                                  |         |                   |         |          
|                                           |                                                              |         |                    |         |           
|Net Loss for the Period                    | (4,589,797)                                                  |         | (61,450)           |         | (37,111)  
|                                           |                                                              |         |                    |         |           
|Net Loss Per Share  Basic and Diluted     |                                                              |         | (0.00)             |         | (0.00)    
|                                           |                                                              |         |                    |         |           
|Weighted Average Shares Outstanding        |                                                              |         | 14,512,235         |         | 14,512,235
|                                           |                                                              |         |                    |         |           









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





3



---





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 May 31, |         | Three Months Ended
|                                                                           |                                                             
|                                                                           |                                                             
|                                                                           |                                                              | May 31, |                    | May 31,
|                                                                           | 2010                                                         |         | 2010               |         | 2009    
|                                                                           | $                                                            |         | $                  |         | $       
|                                                                           |                                                              |         |                    |         |         
|Operating Activities                                                       |                                                              |         |                    |         |         
|                                                                           |                                                              |         |                    |         |         
|Net loss for the period                                                    | (4,589,797)                                                  |         | (61,450)           |         | (37,111)
|                                                                           |                                                              |         |                    |         |         
|Adjustments to reconcile net loss to net cash used in
operating activities |                                                              |         |                    |         |         
|                                                                           |                                                              |         |                    |         |         
|Acquisition costs written-off                                              | 347,815                                                      |         |                   |         |        
|Amortization                                                               | 23,643                                                       |         | 637                |         | 818     
|Equipment write-off                                                        | 2,066                                                        |         | 2,066              |         |        
|Gain on debt derecognized                                                  | (52,919)                                                     |         | (12,393)           |         |        
|Provision for advances receivable                                          | 464,169                                                      |         |                   |         |        
|Bad debts                                                                  | 20,658                                                       |         |                   |         |        
|                                                                           |                                                              |         |                    |         |         
|Changes in operating assets and liabilities                                |                                                              |         |                    |         |         
|                                                                           |                                                              |         |                    |         |         
|Amounts receivable                                                         | (22,632)                                                     |         | (530)              |         | 2,359   
|Advances to Pacific Bio-Pharmaceuticals, Inc.                              | (65,447)                                                     |         |                   |         |        
|Prepaid expenses                                                           |                                                             |         | 5,438              |         |        
|Accounts payable and accrued liabilities                                   | 324,585                                                      |         | 4,185              |         | 11,616  
|                                                                           |                                                              |         |                    |         |         
|Net Cash Used in Operating Activities                                      | (3,547,859)                                                  |         | (62,047)           |         | (22,318)
|                                                                           |                                                              |         |                    |         |         
|Investing Activities                                                       |                                                              |         |                    |         |         
|                                                                           |                                                              |         |                    |         |         
|Net cash used in discontinued operations                                   | (362,241)                                                    |         |                   |         |        
|Acquisition of property and equipment                                      | (30,696)                                                     |         | (821)              |         |        
|                                                                           |                                                              |         |                    |         |         
|Net Cash Used in Investing Activities                                      | (392,937)                                                    |         | (821)              |         |        
|                                                                           |                                                              |         |                    |         |         
|Financing Activities                                                       |                                                              |         |                    |         |         
|                                                                           |                                                              |         |                    |         |         
|Proceeds from loans payable                                                | 120,409                                                      |         |                   |         |        
|Repayment of loans                                                         | (202,200)                                                    |         | (122,200)          |         |        
|Issuance of common shares                                                  | 3,663,051                                                    |         |                   |         |        
|Share issuance costs                                                       | (41,097)                                                     |         |                   |         |        
|Share subscriptions                                                        | 380,000                                                      |         | 380,000            |         |        
|Due to related parties                                                     | 122,200                                                      |         | (102,900)          |         | 25,550  
|Bank overdraft                                                             |                                                             |         | (844)              |         |        
|                                                                           |                                                              |         |                    |         |         
|Net Cash Provided by Financing Activities                                  | 4,042,363                                                    |         | 154,056            |         | 25,550  
|                                                                           |                                                              |         |                    |         |         
|Effect of Exchange Rate Changes on Cash                                    | (10,379)                                                     |         |                   |         | (1,806) 
|Increase in Cash                                                           | 91,188                                                       |         | 91,188             |         | 1,426   
|                                                                           |                                                              |         |                    |         |         
|Cash - Beginning of Period                                                 |                                                             |         |                   |         | 295     
|                                                                           |                                                              |         |                    |         |         
|Cash - End of Period                                                       | 91,188                                                       |         | 91,188             |         | 1,721   
|                                                                           |                                                              |         |                    |         |         
|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 tax paid                                                            |                                                             |         |                   |         |        
|                                                                           |                                                              |         |                    |         |         





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





4



---

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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities. 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 May 31, 2010, the Company has a working capital of $28,760 and has accumulated losses of $4,589,797 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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (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)

Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Companys financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (SEC) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the year ended February 28, 2010, included in the Companys Annual Report on Form 10-K, filed with the SEC.



5



---

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)

(c)

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.

(d)

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.

(e)

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

(f)

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.

(g)

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 reduce deferred tax assets to the amount that is believed more likely than not to be realized.



6



---

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)

(h)

Financial Instruments

Our financial instruments consist principally of cash, amounts receivable and accounts payable. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of cash 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.

(i)

Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at May 31, 2010 and February 28, 2010, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements

(j)

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.

(k)

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation  Stock Based Compensation, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. 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.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Companys stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Companys expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviours. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

(l)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and 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.



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)

(m)

Reclassifications

Certain reclassifications have been made to the prior periods financial statements to conform to the current periods presentation.





3.

Property and Equipment

|                        |        |  |                            |  |                                   |  |                                       
|----------------------- | ------ |  | -------------------------- |  | --------------------------------- |  | --------------------------------------
|                        | Cost
$ |  | Accumulated
Amortization
$ |  | May 31,
2010
Net Carrying
Value
$ |  | February 28,
2010
Net Carrying
Value
$
|                        |        |  |                            |  |                                   |  |                                       
|Computer equipment      | 6,864  |  | 4,021                      |  | 2,843                             |  | 4,385                                 
|Furniture and equipment | 6,932  |  | 6,326                      |  | 606                               |  | 638                                   
|Leasehold improvements  | 6,157  |  | 4,618                      |  | 1,539                             |  | 1,847                                 
|                        |        |  |                            |  |                                   |  |                                       
|                        | 19,953 |  | 14,965                     |  | 4,988                             |  | 6,870                                 





4.

Related Party Transactions and Balances

(a)

For the three months ended May 31, 2010, the Company paid or accrued $7,500 (2009 - $7,500) in management fees to a company controlled by the President of the Company.

(b)

For the three months ended May 31, 2010, the Company incurred $7,500 (2009 - $7,500) in rent and administrative services to a company controlled by the President of the Company.

(c)

For the three months ended May 31, 2010, the Company paid or accrued $6,000 (2009 - $6,000) in professional fees to a company controlled by a director.

(d)

As at May 31, 2010, an amount of $Nil (February 28, 2010 - $53,050) is owed to the spouse of the President of the Company and is without interest, unsecured and due on demand.

(e)

As at May 31, 2010, an amount of $Nil (February 28, 2010 - $134,850) is owed to companies controlled by the President and is without interest, unsecured and due on demand.

(f)

As at May 31, 2010, an amount of $Nil (February 28, 2010 - $29,400) is owed to a company controlled by a Director of the Company and is without interest, unsecured and due on demand.

(g)

As at May 31, 2010, an amount of $Nil (February 28, 2010 - $7,800) is owed to the President of the Company and is without interest, unsecured and due on demand.



5.

Subsequent Events

On June 14, 2010, the Company announced that it had closed its non-brokered private placement.  The Company sold 6,000,000 units (the Units) at $0.10 per Unit for gross proceeds of $600,000.  Each Unit consists of one common share and one non-transferable share purchase warrant.  Each share purchase warrant entitles the holder thereof to purchase an additional common share in the Company at a price of $0.15 for a period of one year from the date of closing.  The Company paid finders fees in the amount of $25,200 to various arms length parties in connection with this private placement.  All the shares issued in this private placement and any resulting shares issued upon the exercise of any warrants will be subject to a hold period expiring on October 12, 2010. During the three month period ended May 31, 2010 the Company received $380,000 as share subscriptions received in advance of closing this private placement.







8



---







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 5/31/2010 had an accumulated deficit of ($4,589,797).



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 Three Months Ended 5/31/2010 were $73,671 compared to $37,111 for the same period last year.  Consulting/management fees were lower ($31,116 vs. $9,125); ($7,500 vs. $7,500) paid/accrued to Myntek Management Services Inc.; and ($23,666 vs. $1,625) paid to third parties, the decrease relating to increased corporate activity.  Professional fees were lower ($14,175 vs. $14,132): ($6,000 vs. $6,000) paid/accrued to Wynson Management Services Ltd.; and ($8,175 vs. $8,132) paid to third parties, the decrease was due to decreased corporate activity.  Office/Rent/Telephone ($13,024 vs. $8,794) and travel/promotion ($8,021 vs. $0) rose significantly as a result of increased corporate activity.  Net Loss was ($61,450) including a $12,393 gain from de-recognition of debt vs. ($37,111).  Loss Per Share was ($0.00) vs ($0.00) in the prior year period.



Liquidity and Capital Resources

The Company had working capital of $28,760 at 5/31/2010, compared to a working capital deficit of ($291,672) at 2/28/2010; the Company used early proceeds ($380,000) of the private placement underway to repay loans ($122,200) and due to related parties ($102,900).  Net Cash used in Operating Activities was ($62,047) vs. ($22,318) in the prior year period.  Net Cash Provided by Financing Activities was $154,056, including the aforementioned share subscriptions, repayment of loans and due to related parties.  Net Cash Used in Investing Activities was $821.



Effective 6/14/2010, the Company closed a private placement of 6,000,000 units (the Units) at $0.10 per Unit for gross proceeds of $600,000.  Each Unit consists of one common share and one non-transferable share purchase warrant.  Each share purchase warrant entitles the holder thereof to purchase an



9



---







additional common share in the Company at a price of $0.15 for a period of one year from the date of closing.  The Company paid finders fees in the amount of $25,200 to various arms length parties in connection with this private placement.  All the shares issued in this private placement and any resulting shares issued upon the exercise of any warrants will be subject to a hold period expiring on October 12, 2010.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

No Disclosure Necessary



ITEM 4.  CONTROLS AND PROCEDURES



a.  Evaluation of Disclosure 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 May 31, 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.



Changes in Internal Control/Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended May 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



ITEM 4T.  CONTROLS AND PROCEDURES

Not Applicable





10



---









PART II

OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

No Disclosure Necessary



ITEM 1A.  RISK FACTORS

Not Applicable



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.  (Removed and Reserved)



ITEM 5.  OTHER INFORMATION

a.  Reports on Form 8-K:

1. Form 8-K filed 3/05/2010, regarding a press release announcing

a proposed private placement.

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

No Disclosure Necessary





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





11



---













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: July 14, 2010         /s/ Harry Chew

Harry Chew, President/CEO/CFO/Director









12