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hours per response   192  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, 2008  [ ]         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 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 6/30/2008:  10,012,235 Common Shares w/o par value   SEC 2334 (6-07) 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, 2008              Bi-Optic Ventures Inc.
(A Development Stage Company)
Balance Sheets
(expressed in Canadian dollars)May 31,February 29,2008
$
(unaudited)2008
$AssetsCurrent AssetsCash107580Amounts receivable2,5413,208Advances to Pacific Bio-Pharmaceuticals, Inc. (Note 6)65,97065,447Prepaid expenses17,91717,942Total Current Assets86,53587,177Property and Equipment (Note 3)13,20714,235Total Assets99,742101,412Liabilities and Stockholders DeficitCurrent LiabilitiesAccounts payable69,84648,661Accrued liabilities20,9675,956Loans payable (Note 4)119,942119,796Due to related parties (Note 5)300,424277,065Total Liabilities511,179451,478Contingencies (Note 1)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(4,179,617)(4,118,246)Total Stockholders Deficit(411,437)(350,066)Total Liabilities and Stockholders Deficit99,742101,412         (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 EndedMay 31,May 31,200820082007$$$RevenueExpensesAcquisition costs written-off347,815Amortization15,0671,028922Bad debts20,658Consulting and management fees (Notes 5(a))642,22317,59214,330Investor and public relations90,8551,4001,300Office, rent and telephone (Note 5(b))373,47410,84813,236Professional fees (Note 5(c))574,16515,50024,320Transfer agent and regulatory fees104,0622,1161,930Travel and promotion313,9373,6969,865Total Expenses2,482,25652,18065,903Loss from Operations(2,482,256)(52,180)(65,903)Other Income (Expense)Accounts payable written-off49,341Interest expense(26,152)(9,191)Interest and other income13,729Total Other Income (Expense)36,918(9,191)Net Loss Before Discontinued Operations(2,445,338)(61,371)(65,903)Loss from Discontinued Operations(1,734,279)Net Loss for the Period(4,179,617)(61,371)(65,903)Net Loss Per Share  Basic and Diluted(0.01)(0.01)Weighted Average Shares Outstanding10,012,23510,012,235           (The accompanying notes are an integral part of the financial statements)         Bi-Optic Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in Canadian dollars)
(unaudited)Three Months EndedMay 31,May 31,20082007$$Operating ActivitiesNet loss for the period(61,371)(65,903)Adjustments to reconcile net loss to net cash used in operating activitiesAmortization1,028922Foreign exchange translation loss146Changes in operating assets and liabilitiesAmounts receivable6673,040Advances to Pacific Bio-Pharmaceuticals, Inc.(523)Prepaid expenses25(24,762)Cheques issued in excess of funds on deposit(830)Accounts payable and accrued liabilities36,19613,710Due to related parties23,35980,457Net Cash Used in Operating Activities(473)6,634Investing ActivitiesDeferred acquisition costs(5,456)Net Cash Used in Investing Activities(5,456)Change in Cash(473)1,178Cash - Beginning of Period580Cash - End of Period107Supplemental DisclosuresInterest paidIncome tax 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 and Continuance of Business 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. 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 May 31, 2008, the Company has a working capital deficit of $424,644 and has accumulated losses of $4,179,617 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 SFAS No. 7. The preparation of financial statements using Canadian generally accepted accounting principles would result in no material reconciling items other than presentation items.  The Companys fiscal year-end is February 28. (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. (c) 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 valuation 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.  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) 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 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. (g) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, Accounting for 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. (h) Financial Instruments The fair values of cash, amounts receivable, accounts payable, accrued liabilities, loans payable and due to related parties approximate their carrying values due to the relatively short maturity of these instruments. (i) 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, 2008 and 2007, 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 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 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.  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) (k) Stock-based Compensation The Company records stock-based compensation in accordance with SFAS No. 123R, Share Based Payments, 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. (l) Recent Accounting Pronouncements In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment to FASB Statement No. 133. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Companys financial statements. In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. This statement replaces SFAS No. 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS No. 141 (revised 2007) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS No. 141 (revised 2007) also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements Liabilities an Amendment of ARB No. 51. This statement amends ARB No. 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.  9    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) (l) Recent Accounting Pronouncements (continued) 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. The adoption of this statement did not expected have a material effect on the Company's financial statements. 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 did not have a material effect on the Company's financial statements.   3. Property and Equipment Cost
$Accumulated
Amortization
$May 31,
2008
Net Carrying
Value
$February 29,
2008
Net Carrying
Value
$Computer equipment16,7878,5118,2768,947Furniture and equipment6,9326,003929978Leasehold improvements6,1572,1554,0024,31029,87616,66913,20714,235  4. Loans Payable As at May 31, 2008, the Company owes $110,000 and $9,942 (February 29, 2008 - $9,796) (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 three months ended May 31, 2008, the Company paid or accrued $7,500 (2007 - $7,500) in management fees to a company controlled by the CFO of the Company. (b) For the three months ended May 31, 2008, the Company paid or accrued $7,500 (2007 - $7,500) in rent to a company controlled by the CFO of the Company. (c) For the three months ended May 31, 2008, the Company paid or accrued $6,000 (2007 - $6,000) in professional fees to a company controlled by a director.  10    Bi-Optic Ventures Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in Canadian dollars) (unaudited)  5. Related Party Transactions (continued) (d) As at May 31, 2008, an amount of $Nil (February 29, 2008 - $2,955) is due to the CFO of the Company and is without interest, unsecured and due on demand. (e) As at May 31, 2008, an amount of $133,890 (February 29, 2008 - $111,510) is owed to the spouse of the CFO of the Company. Of this amount, $80,000 bears interest at 1.5% per month. The entire balance is unsecured and due on demand. As at May 31, 2008, an amount of $6,000 (February 29, 2008 - $6,000) is owed to a company controlled by the spouse of the CFO of the Company and is without interest, unsecured and due on demand. (f) As at May 31, 2008, an amount of $20,000 (included in accounts payable) (February 29, 2008 - $25,300 included in due to related parties) is owed to a company controlled by the former President of the Company and is without interest, unsecured and due on demand. (g) As at May 31, 2008, an amount of $150,034 (February 29, 2008 - $127,100) is owed to companies controlled by the CFO of the Company and is without interest, unsecured and due on demand. (h) As at May 31, 2008, an amount of $10,500 (February 29, 2008 - $4,200) is owed to a director of the Company and is without interest, unsecured and due on demand.  6. Pending Business Acquisition On March 22, 2007 the Company entered into an agreement with Pacific Bio-Pharmaceuticals, Inc. (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. The Company entered into a sponsorship agreement with Global Maxfin Capital Inc. (Global). Global has 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 will complete a non-brokered private 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. 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. The Company has advanced $65,447 to Pacific Bio-Pharmaceuticals, Inc. on a demand loan basis without interest. A finders fee of 500,000 common shares will be payable by the Company on closing of the Acquisition subject to Exchange approval. On May 20, 2008, the Company announced that it would no longer be proceeding with the acquisition of Pacific as described above.  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 5/31/2008 had an accumulated deficit of ($4,179,617).  On 3/22/2007, the Company agreed to acquire Pacific Bio-Pharmaceuticals, Inc.; announced two planned private placements intended to raise up to $2 million through the issuance of 4,000,000 units and announced plans, pending completion of the acquisition, to name new officers/directors and to change the corporate name.  On 11/14/2007, associated with the planned acquisition, Dr. Linda Allison was named as President/CEO/Director.  Harry Chew stepped down as President/CEO to facilitate the appointment of Dr. Allison; Mr. Chew was appointed as Co-Chairman and CFO.  In addition, Dr. Terrance Owen, President/CEO/Director of ALDA Pharmaceuticals, was appointed as Co-Chairman of the Company.  Effective 4/11/2008, Dr. Allison resigned from the Companys Board of Directors and as the President/CEO.  Harry Chew was appointed President/CEO in addition to his duties as Chief Financial Officer; he resigned as Co-Chairman of the Board.  Terrance G. Owens was appointed Chairman of the Board.  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 Pharmaceuticals Inc.   12    Effective 6/18/2008, the Company agreed to a non-brokered private placement of up to 4,500,000 units at $0.11 per unit.  Each unit will consist of one common share and one non-transferable share purchase warrant.  Each warrant will entitle the holder thereof to purchase an additional common share in the capital of the Company at a price of $0.14 for a period of one year from the date of closing.  A 7% finders fee payable in cash will be paid to arms length parties on a portion of this private placement.  The Company intends to use the proceeds from this placement for the settlement of debts and for general working capital purposes.  Operating Expenses for the Three Months Ended 5/31/2008 were $52,180 compared to $65,903 for the same period last year, which included consulting/management fees of $17,592 (2007 = $14,330); professional fees of $15,500 (2007 = $24,320); office/rent/telephone of $10,848 (2007 = $13,236) and travel/promotion expenses of $3,696 (2007 = $9,865).  The reported decrease was related to the prior years extensive search for, the negotiations with, and due diligence on potential acquisitions.  Net Loss for the Three Months was ($61,371) vs. ($65,903).  Loss Per Share was ($0.01) vs ($0.01).  Liquidity and Capital Resources The Company had a working capital deficit of ($424,644) at 5/31/2008, compared to a working capital deficit of ($364,301) at 2/28/2008.  Net Cash Used by Operating Activities was ($473), including the ($61,371) Net Loss; $59,724 net changes in operating assets/liabilities was the significant adjustment; much of this was the $23,359 in due to related parties regarding advances and loans made to the Company.  Net Cash Provided by Financing Activities and Net Cash Used in Investing Activities were $nil.  Net Cash Used by Investing Activities was $nil.   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK No Disclosure Necessary   ITEM 4.  CONTROLS AND PROCEDURES At the end of first fiscal quarter ended 5/31/2008 (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, 2008 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.   ITEM 4T.  CONTROLS AND PROCEDURES Not Applicable  13       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: Form 8-K filed 5/29/2008, regarding: termination of agreement to acquire Pacific Pharmaceuticals Inc.; appointment of new officers/directors, and adoption of a Code of Ethical Conduct. 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        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 10, 2008         /s/ Harry Chew Harry Chew, President/Director     14