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hours per response  182.00  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549   FORM 10-QSB   [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended  May 31, 2007  [ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from ________ to ________  Commission file number: 0-49685   Bi-Optic Ventures Inc. (Name of small business issuer in its charter)   British Columbia, Canada                     N/A (Jurisdiction of Incorporation/Organization)           (IRS Tax ID No.)  1030 West Georgia Street #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 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 6/30/2007:  10,012,235 Common Shares w/o par value  Transitional Small Business Disclosure Format (Check one):Yes ___  No xxx    SEC 2334 (9-05) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the  form displays a currently valid OMB control number.    PART I FINANCIAL INFORMATION    ITEM 1.  FINANCIAL STATEMENTS    BI-OPTIC VENTURES INC.
FINANCIAL STATEMENTS
THREE MONTHS ENDED
MAY 31, 2007 AND 2006   Bi-Optic Ventures Inc. (A Development Stage Company) Balance Sheets (expressed in Canadian dollars)   May 31,February 28,2007
$
(unaudited)2007
$AssetsCurrent AssetsCash1,178-Amounts receivable3,6026,642Prepaid expenses30,6835,921Total Current Assets35,46312,563Property and Equipment (Note 3)13,21614,138Deferred Acquisition Costs (Note 5)5,456-Total Assets54,13526,701Liabilities and Stockholders DeficitCurrent LiabilitiesCheques issued in excess of funds on deposit-830Accounts payable57,18649,376Accrued liabilities7,5001,600Due to related parties (Note 4)101,64321,186Total Liabilities166,32972,992Contingencies (Note1)Commitment (Note 5)Subsequent Event (Note 6)Stockholders DeficitCommon Stock: Unlimited common shares authorized without par value; 10,012,235 shares issued and outstanding3,768,1803,768,180Deficit Accumulated During the Development Stage(3,880,374)(3,814,471)Total Stockholders Deficit(112,194)(46,291)Total Liabilities and Stockholders Deficit54,13526,701     (The accompanying notes are an integral part of the financial statements)        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 31,2007
$2007
$2006
$RevenueExpensesAcquisition costs written off347,815Amortization10,605922286Bad debts20,658Consulting and management fees (Note 4(a))557,84014,33043,001Investor and public relations84,9391,3001,300Office, rent and telephone (Note 4(b))325,27313,23611,350Professional fees (Note 4(c))480,17924,32026,904Transfer agent and regulatory fees92,9091,9302,122Travel and promotion288,9479,86520,325Total Expenses2,209,16565,903105,288Loss from Operations(2,209,165)(65,903)(105,288)Other IncomeAccounts payable written off49,341Interest and other income13,729Total Other Income63,070Net Loss Before Discontinued Operations(2,146,095)(65,903)(105,288)Loss from Discontinued Operations(1,734,279)Net Loss for the Period(3,880,374)(65,903)(105,288)Net Loss Per Share  Basic and Diluted(0.01)(0.01)Weighted Average Shares Outstanding10,012,2359,108,000    (The accompanying notes are an integral part of the financial statements)        Bi-Optic Ventures Inc. (A Development Stage Company) Statements of Cash Flows (expressed in Canadian dollars) (unaudited)   Three Months EndedMay 31,2007
$2006
$Operating ActivitiesNet loss for the period(65,903)(105,288)Adjustment to reconcile net loss to net cash usedIn operating activitiesAmortization922286Changes in operating assets and liabilitiesAmounts receivable3,040(28)Prepaid expenses(24,762)7,000Cheques issued in excess of funds on deposit(830)Accounts payable and accrued liabilities13,71011,059Due to related parties80,4576,332Net Cash Provided by (Used in) Operating Activities6,634(80,639)Investing ActivitiesDeferred acquisition costs(4,456)Net Cash Used in Investing Activities(4,456)Financing ActivitiesIssuance of common shares6,000Net Cash Provided by Financing Activities6,000Change in Cash1,178(74,639)Cash - Beginning of Period75,956Cash - End of Period1,1781,317Supplemental DisclosuresInterest paidIncome taxes paid      (The accompanying notes are an integral part of the financial statements)        Bi-Optic Ventures Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in Canadian dollars) (unaudited)    1. Nature of Operations Bi-Optic Ventures Inc. (the Company) was incorporated in the Province of British Columbia, Canada on May 31, 1984. The Company filed a 10-SB Registration Statement with the U.S. Securities Exchange Commission in 2003. On March 22, 2007, the Company entered into an agreement to acquire Pacific Bio-Pharmaceuticals, Inc. (Pacific). See Note 5. The Company is in the earliest development stage. In a development stage company, management devotes most of its activities in evaluating various business opportunities. The ability of the Company to emerge from the development stage is dependent upon its successful efforts in evaluating and acquiring or developing a business opportunity, raising additional equity financing and/or generating significant revenue. There is no guarantee that the Company will be able to raise enough equity to develop and implement a business plan. As at May 31, 2007, the Company has a working capital deficit of $130,866, has incurred operating losses since inception totalling $3,880,374 and has not generated any revenues in its operation. Based on the above factors, there is 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 Statement of Financial Accounting Standard (SFAS) No. 7. There are no financial statements using Canadian generally accepted accounting principles, however, there would be 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. 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. (d) Property and Equipment Property and equipment is recorded at cost. Amortization is computed on a declining balance basis at the following rates: Computer equipment 30% Furniture and equipment 20% Leasehold improvements 5 years straight line  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) (e) Long-lived Assets In accordance with Financial Accounting Standards Board (FASB) SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. (f) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109, Accounting for Income Taxes, as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. (g) Financial Instruments The carrying values of cash, amounts receivable, accounts payable, accrued liabilities and due to related party approximate their fair values due to the relatively short maturity of these instruments. (h) Comprehensive Loss SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2007 and 2006, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. (i) Basic and Diluted Net Income (Loss) per Share The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (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.  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) (j) Stock-based Compensation Prior to March 1, 2006, the Company accounted for stock based awards under SFAS No. 123, Accounting for Stock-Based Compensation. 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. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. Effective March 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123R Share Based Payments, using the modified retrospective transition method. The Company does not currently have a stock option plan. Accordingly, there was no effect on the Companys reported loss from operations, cash flows or loss per share as a result of adopting SFAS No 123R. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable. (k) Recent Accounting Pronouncements In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, Fair Value Measurements. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations. In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations. In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement did have a material effect on the Company's reported 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) (k) Recent Accounting Pronouncements (continued) In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations. In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations. (l) 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.  3. Property and Equipment Cost
$Accumulated
Amortization
$May 31,
2007
Net Carrying
Value
$February 28, 2007
Net Carrying
Value
$Computer equipment12,3345,5136,8217,373Furniture and equipment6,9325,7711,1611,223Leasehold improvements6,1579235,2345,54125,42312,20713,21614,137    8      Bi-Optic Ventures Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in Canadian dollars) (unaudited)  4. Related Party Transactions (a) For the three months ended May 31, 2007, the Company paid or accrued $7,500 (2006 - $7,500) in management fees to a company controlled by the President of the Company. (b) For the three months ended May 31, 2007, the Company paid or accrued $7,500 (2006 - $7,500) in rent to a company controlled by the President of the Company. (c) For the three months ended May 31, 2007, the Company paid $6,000 (2006 - $6,000) in professional fees to a company controlled by a director. (d) As at May 31, 2007, an amount of $11,843 (February 28, 2007 - $8,186) is owed to the President of the Company and is without interest, unsecured and due on demand. (e) As at May 31, 2007, an amount of $89,800 (February 28, 2007 - $13,000) is owed to companies controlled by the President of the Company and is without interest, unsecured and due on demand.  5. Commitment  On March 22, 2007 the Company entered into an agreement with Pacific, PRB Pharmaceuticals, Inc. ("PRB"), and all of the shareholders of Pacific pursuant to which the Company has agreed to acquire all of the issued and outstanding shares and share purchase warrants of Pacific in exchange for one common share and one share purchase warrant of the Company, as applicable (the "Acquisition"). The Company has agreed to issue a maximum of 20,000,000 common shares and 2,500,000 share purchase warrants to acquire Pacific, assuming the completion of Pacific's planned private placement financing prior to the closing of the Acquisition. Pacific is a privately held Nevada corporation with offices in California that holds rights, directly and through a license from PRB, to certain biopharmaceutical technologies that have demonstrated potential effectiveness against several influenza strains. Provisional patent applications have been made in the United States for certain aspects of the technologies.  Gateway Securities Inc. (Gateway) has, subject to completion of satisfactory due diligence, agreed to act as sponsor to the Company in connection with the Acquisition. In addition to acting as the sponsor for the Company, Gateway has also agreed to act as agent of the Company in connection with a Brokered private placement offering (the Brokered Offering) of 1,000,000 units (the Brokered Units) at a price of $0.50 per Brokered Unit for gross proceeds of $500,000. In addition to the Brokered Offering, the Company will be conducting a non-brokered private placement of up to 3,000,000 units (the NB Units) at a price of $0.50 per NB Unit for gross proceeds of up to $1,500,000. Each Brokered Unit and each NB Unit will consist of one common share and one-half of one transferable share purchase warrant. Each whole share purchase warrant will be exercisable into one common share for a period of one year from closing at a price of $0.65 per share.  Gateway will be paid a cash fee equal to 7% of the gross proceeds raised in the financing and agent's options (the Agents Options) equal to 7% of the units sold thereunder, as well as a corporate finance fee of $25,000 plus GST. Each Agents Option will be exercisable into a unit (an Agents Unit) at a price of $0.50 per Agents Unit for a period of 12 months from closing. The Agents Units shall have the same terms as the Brokered Units and the NB Units. Gateway will also be reimbursed for reasonable out-of-pocket expenses and disbursements including legal fees incurred.  Concurrently with the closing, the Company will change its name to "Pacific Bio-Pharmaceuticals International Inc.", or such other name as may be determined by the directors, subject to TSX Venture Exchange (the Exchange) and shareholder approval.  A finders fee of 500,000 common shares will be payable by the Company on closing of the Acquisition subject to Exchange approval.   9      Bi-Optic Ventures Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in Canadian dollars) (unaudited)  6. Subsequent Event On June 1, 2007, the Company announced it has terminated it sponsorship agreement with Gateway as disclosed in Note 5. The Company has entered into a new sponsorship agreement with Global Maxfin Capital Inc. (Global).  Global has, subject to completion of satisfactory due diligence, agreed to act as sponsor to the Company in connection with the acquisition of Pacific. Under the terms of the sponsorship agreement, Global will be paid $15,000 plus reimbursement for its reasonable out-of-pocket expenses and disbursements including legal fees incurred. The Company also changed the terms of the private placement as disclosed in Note 5. The new private placement will be a non-brokered placement of up to 4,000,000 units at a price of $0.50 per unit for gross proceeds of up to $2,000,000.  Each unit will consist of one common share and one-half transferable share purchase warrant.  Each whole purchase warrant will be exercisable into one common share for a period of one year from closing at a price of $0.65 per share. An additional finders fee of cash and share purchase warrants, in accordance with Exchange policies, will be paid on a portion of the placement.        10      ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  This Quarterly Report on Form 10-QSB 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 Registration Statement under ITEM #3, Key Information, Risk Factors 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 5/31/2007 had an accumulated deficit of ($3,880,374).  On 3/22/2007, the Company agreed to acquire Pacific Bio-Pharmaceuticals, Inc.  The Company also announced two planned private placements intended to raise up to $2 million through the issuance of 4,000,000 units.  Also, the Company announced plans, pending completion of the acquisition, to name new officers/directors and to change the corporate name.  Completion of the Acquisition is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance, disinterested shareholder approval, and successful due diligence by all parties.  The transaction cannot close until the required shareholder approval is obtained.  There can be no assurance that the transaction will be completed as proposed or at all.  At this time, completion cannot be considered probable.  Operating Expenses for the Three Months Ended 5/31/2007 were $65,903 compared to $105,288 for the same period last year, which included professional fees of $24,320 (2006 = $26,904), consulting/management fees of $14,330 (2006 = $43,001), office/rent/telephone of $13,236 (2006 = $11,350) and travel/promotion expenses of $9,865 (2006 = $20,325).  The reported decrease was related to the current pending status of a potential acquisition versus last years extensive search for, the negotiations with, and due diligence on potential acquisitions.  Net Loss for the Three Months was ($65,903) vs. ($105,288).  Loss Per Share was ($0.01) vs ($0.01).   11         Liquidity and Capital Resources The Company had a working capital deficit of ($130,866) at 5/31/2007, compared to a working capital deficit of ($60,429) at 2/28/2007.  Net Cash Provided by Operating Activities was $6,624, including the ($65,903) Net Loss; $71,615 net changes in operating assets/liabilities was the significant adjustment; much of this was the $80,457 in due to related parties regarding advances and loans made to the Company, and the ($24,762) increase in pre-paid expenses regarding advances to various parties in connection with due diligence and sponsorship expenses with respect to the Companys proposed acquisition of Pacific Bio-Pharmaceuticals, Inc.  Net Cash Provided by Financing Activities and Net Cash Used in Investing Activities were $nil.  Net Cash Used by Investing Activities was $4,456 for costs incurred for the proposed acquisition.   ITEM 3.  CONTROLS AND PROCEDURES At the end of first fiscal quarter ended 5/31/2007 (the Evaluation Date), under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15e under the Exchange Act).  Based upon that evaluation, the Companys management, including the Chief Executive Officer and Chief Financial Officer, concluded that, as of the Evaluation Date, concluded that the Companys 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.  The Companys management, including the Chief Executive Officer and Chief Financial Officer, identified no change in the Companys internal control over financial reporting that occurred during the Companys Fiscal Quarter Ended May 31, 2007 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.   12         PART II OTHER INFORMATION  ITEM 1.  LEGAL PROCEEDINGS 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: 1.  Form 8-K filed 4/10/2007 regarding Entry into a Material Definitive Acquisition Agreement and FD Disclosure regarding an 4/3/2007 press release discussing the proposed acquisition. b.  Information required by Item 401(g) of Regulation S-B: No Disclosure Necessary.   13         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     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. 0-49685 Registrant  Date: July 12, 2007         /s/ Harry Chew Harry Chew, President/Director     14