|OMB APPROVAL                                                                                        
|----------------------------------------------------------------------------------------------------
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UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C.
 20549



FORM
10-Q



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

SECURITIES ACT OF
1934

For the quarterly
period ended  November 30, 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 12/12/2008:    14,512,235 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 AND NINE MONTHS ENDED
NOVEMBER 30,
2008
|-----------------------------------------------------------------------------------------







































---





Bi-Optic Ventures Inc.

(A Development Stage Company)

Balance Sheets

(expressed in Canadian dollars)





|                                                                                                                                          | November
30,       | February
29,
|----------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------------
|                                                                                                                                          | 2008
$
(unaudited) | 2008
$      
|                                                                                                                                          |                    |             
|Assets                                                                                                                                    |                    |             
|                                                                                                                                          |                    |             
|Current Assets                                                                                                                            |                    |             
|                                                                                                                                          |                    |             
|Cash                                                                                                                                      | 8,972              | 580         
|Amounts receivable                                                                                                                        | 1,664              | 3,208       
|Advances to Pacific
Bio-Pharmaceuticals, Inc. (Note 7)                                                                                    | 74,684             | 65,447      
|Prepaid expenses                                                                                                                          | 417                | 17,942      
|                                                                                                                                          |                    |             
|Total Current Assets                                                                                                                      | 85,737             | 87,177      
|                                                                                                                                          |                    |             
|Property and Equipment (Note
3)                                                                                                           | 11,306             | 14,235      
|                                                                                                                                          |                    |             
|Total Assets                                                                                                                              | 97,043             | 101,412     
|                                                                                                                                          |                    |             
|Liabilities and Stockholders
Deficit                                                                                                     |                    |             
|                                                                                                                                          |                    |             
|Current Liabilities                                                                                                                       |                    |             
|                                                                                                                                          |                    |             
|Accounts payable                                                                                                                          | 53,698             | 48,661      
|Accrued liabilities                                                                                                                       | 11,288             | 5,956       
|Loans payable (Note 4)                                                                                                                    | 42,372             | 119,796     
|Due to related parties (Note
5)                                                                                                           | 34,450             | 277,065     
|                                                                                                                                          |                    |             
|Total Liabilities                                                                                                                         | 141,808            | 451,478     
|                                                                                                                                          |                    |             
|Contingencies (Note 1)                                                                                                                    |                    |             
|                                                                                                                                          |                    |             
|                                                                                                                                          |                    |             
|Stockholders Deficit                                                                                                                     |                    |             
|                                                                                                                                          |                    |             
|Common
Stock: Unlimited common shares authorized without par value; 14,512,235
and 10,012,235 shares issued and outstanding, respectively | 4,243,545          | 3,768,180   
|                                                                                                                                          |                    |             
|Deficit
Accumulated During the Development Stage                                                                                          | (4,288,310)        | (4,118,246) 
|                                                                                                                                          |                    |             
|Total Stockholders
Deficit                                                                                                               | (44,765)           | (350,066)   
|                                                                                                                                          |                    |             
|Total Liabilities and
Stockholders Deficit                                                                                               | 97,043             | 101,412     
|                                                                                                                                          |                    |             









(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 November 30, |  | Three months ended
November 30, |  | Nine months ended
November 30,
|------------------------------------------ | ----------------------------------------------------------------- |  | ------------------------------- |  | ------------------------------
|                                           | 2008
$                                                            |  | 2008
$                          |  | 2007
$                        
|                                           |                                                                   |  |                                 |  |                               
|Revenue                                    |                                                                  |  |                                |  |                              
|                                           |                                                                   |  |                                 |  |                               
|Expenses                                   |                                                                   |  |                                 |  |                               
|                                           |                                                                   |  |                                 |  |                               
|Acquisition
costs written-off              | 347,815                                                           |  |                                |  |                              
|Amortization                               | 16,968                                                            |  | 926                             |  | 922                           
|Bad
debts                                  | 20,658                                                            |  |                                |  |                              
|Consulting
and management fees (Note 5(a)) | 674,800                                                           |  | 10,546                          |  | 34,028                        
|Investor
and public relations              | 94,268                                                            |  | 883                             |  | 1,287                         
|Office,
rent and telephone (Note 5(b))     | 409,143                                                           |  | 7,127                           |  | 20,466                        
|Professional
fees (Note 5(c))              | 604,340                                                           |  | 12,894                          |  | 45,961                        
|Transfer
agent and regulatory fees         | 112,861                                                           |  | 4,043                           |  | 1,884                         
|Travel
and promotion                       | 316,991                                                           |  | 1,042                           |  | 1,900                         
|                                           |                                                                   |  |                                 |  |                               
|Total
Expenses                             | 2,597,844                                                         |  | 37,461                          |  | 106,448                       
|                                           |                                                                   |  |                                 |  |                               
|Loss
from Operations                       | (2,597,844)                                                       |  | (37,461)                        |  | (106,448)                     
|                                           |                                                                   |  |                                 |  |                               
|Other
Income (Expense)                     |                                                                   |  |                                 |  |                               
|                                           |                                                                   |  |                                 |  |                               
|Accounts
payable written-off               | 49,341                                                            |  |                                |  |                              
|Interest
expense                           | (19,257)                                                          |  | (3,133)                         |  |                              
|Interest
and other income                  | 13,729                                                            |  |                                |  |                              
|                                           |                                                                   |  |                                 |  |                               
|Total
Other Income (Expense)               | 43,813                                                            |  | (3,133)                         |  |                              
|                                           |                                                                   |  |                                 |  |                               
|Net
Loss Before Discontinued Operations    | (2,554,031)                                                       |  | (40,594)                        |  | (106,448)                     
|                                           |                                                                   |  |                                 |  |                               
|Loss
from discontinued operations          | (1,734,279)                                                       |  |                                |  |                              
|                                           |                                                                   |  |                                 |  |                               
|Net Loss for the Period                    | (4,288,310)                                                       |  | (40,594)                        |  | (106,448)                     
|                                           |                                                                   |  |                                 |  |                               
|Net
Loss Per Share  Basic and Diluted     |                                                                   |  | (0.00)                          |  | (0.01)                        
|                                           |                                                                   |  |                                 |  |                               
|Weighted
Average Shares Outstanding        |                                                                   |  | 14,512,235                      |  | 10,012,200                    
|                                           |                                                                   |  |                                 |  |                               







(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
ended
November
30, |  | Nine months
ended
November
30,
|--------------------------------------------------------------------------- | ------------------------------- |  | ------------------------------
|                                                                            | 2008
$                          |  | 2007
$                        
|                                                                            |                                 |  |                               
|Operating Activities                                                        |                                 |  |                               
|                                                                            |                                 |  |                               
|Net loss for the period                                                     | (40,594)                        |  | (106,448)                     
|                                                                            |                                 |  |                               
|Adjustments
to reconcile net loss to net cash used in operating activities: |                                 |  |                               
|                                                                            |                                 |  |                               
|Amortization                                                                | 926                             |  | 922                           
|Foreign
exchange translation loss                                           | 1,746                           |  |                              
|                                                                            |                                 |  |                               
|Changes in
operating assets and liabilities                                |                                 |  |                               
|                                                                            |                                 |  |                               
|Amounts
receivable                                                          | 767                             |  | 1,178                         
|Advances to
Pacific Bio-Pharmaceuticals, Inc.                               | (6,261)                         |  |                              
|Prepaid
expenses                                                            |                                |  | 28,599                        
|Accounts
payable and accrued liabilities                                    | 2,122                           |  | 11,906                        
|Due to
related parties                                                      | 34,450                          |  | (50,211)                      
|                                                                            |                                 |  |                               
|Net Cash Used in Operating
Activities                                       | (6,844)                         |  | (114,054)                     
|                                                                            |                                 |  |                               
|Investing Activities                                                        |                                 |  |                               
|                                                                            |                                 |  |                               
|Deferred acquisition costs                                                  |                                |  |                              
|Acquisition of property and equipment                                       |                                |  |                              
|                                                                            |                                 |  |                               
|Net Cash Used in Investing
Activities                                       |                                |  |                              
|                                                                            |                                 |  |                               
|Financing Activities                                                        |                                 |  |                               
|                                                                            |                                 |  |                               
|Proceeds
from loans payable                                                 |                                |  | 129,598                       
|Repayment of
loans payable                                                  | (20,000)                        |  |                              
|Issuance of
common shares                                                   |                                |  |                              
|Share
issuance costs                                                        |                                |  |                              
|                                                                            |                                 |  |                               
|Net Cash Provided By Financing
Activities                                   | (20,000)                        |  | 129,598                       
|                                                                            |                                 |  |                               
|Change in Cash                                                              | (26,844)                        |  | 15,544                        
|                                                                            |                                 |  |                               
|Cash - Beginning of
Period                                                  | 35,816                          |  | (934)                         
|                                                                            |                                 |  |                               
|Cash - End of Period                                                        | 8,972                           |  | 14,610                        
|                                                                            |                                 |  |                               
|Supplemental Disclosures                                                    |                                 |  |                               
|                                                                            |                                 |  |                               
|Interest
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 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 and management, the ability of
the Company to obtain necessary equity financing to continue operations, and the
attainment of profitable operations. As at November 30, 2008, the Company has a
working capital deficit of $56,071 and has accumulated losses of $4,243,545
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.

Use of Estimates

(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 November 30, 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)  Stock-based Compensation

The
Company records stock-based compensation in accordance with SFAS No. 123R,
Share Based Payments, using the fair value method. 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.



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)  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.

(l)  Recent Accounting Pronouncements

In
May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 163,
Accounting for Financial Guarantee Insurance Contracts  An interpretation of
FASB Statement No. 60. SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial obligation. It
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15, 2008, except for
some disclosures about the insurance enterprises risk-management activities.
SFAS No. 163 requires that disclosures about the risk-management activities of
the insurance enterprise be effective for the first period beginning after
issuance. Except for those disclosures, earlier application is not permitted.
The adoption of this statement is not expected to have a material effect on the
Companys consolidated financial statements.

In
May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SECs approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The adoption of this statement is not expected to have a material
effect on the Companys consolidated financial statements.

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.



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
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.

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
$ |  | November 30,
2008
Net Carrying
Value
$ |  | February 29,
2008
Net Carrying
Value
$
|----------------------- | ------ |  | -------------------------- |  | -------------------------------------- |  | --------------------------------------
|                        |        |  |                            |  |                                        |  |                                       
|Computer
equipment      | 16,787 |  | 9,706                      |  | 7,081                                  |  | 8,947                                 
|Furniture
and equipment | 6,932  |  | 6,094                      |  | 838                                    |  | 978                                   
|Leasehold
improvements  | 6,157  |  | 2,770                      |  | 3,387                                  |  | 4,310                                 
|                        |        |  |                            |  |                                        |  |                                       
|                        | 29,876 |  | 18,570                     |  | 11,306                                 |  | 14,235                                
|                        |        |  |                            |  |                                        |  |                                       



10



---





Bi-Optic Ventures Inc.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in Canadian dollars)

(unaudited)



4.  Loans
Payable

As
at November 30, 2008, the Company owes $30,000 (February 29, 2008 - $110,000)
and $12,372 (US$10,000) (February 29, 2008 - $9,796 (US$10,000)) to a
non-related third party. The loans bear interest at a rate of 1.5% per month, is
unsecured and due on demand. A cash finders fee of 7% has been accrued on a
portion of this loan.



5.  Related Party
Transactions

(a)  For the nine months ended November 30, 2008, the Company
incurred $22,500 (2007 - $22,500) in management fees to a company controlled by
the CFO of the Company.

(b)  For the nine months ended November 30, 2008, the Company
incurred $22,000 (2007 - $22,500) in rent to a company controlled by the CFO of
the Company.

(c)  For the nine months ended November 30, 2008, the Company
incurred $18,000 (2007 - $18,000) in professional fees to a company controlled
by a director.

(d)  As at November 30, 2008, the 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.

(e)  As at November 30, 2008, the amount of $34,450 (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.



6.  Common Stock



On July 17, 2008,
the Company issued 4,500,000 units at $0.11 per unit for proceeds of $495,000.
Each unit consisted of one common share and one share purchase warrant to
purchase an additional common share at $0.14 per share expiring on July 17,
2009. The Company paid finders fees of $19,635 in connection with this private
placement.



7.  Advances to Pacific
Bio-Pharmaceuticals, Inc.

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



11



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Bi-Optic Ventures Inc.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in Canadian dollars)

(unaudited)



7.  Advances to Pacific
Bio-Pharmaceuticals, Inc. (continued)

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 $68,423 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.

































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

RESULTS
OF OPERATIONS



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



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



Results of
Operations

The Company has
not had any sources of revenue to date and has financed its activities
substantially through equity financing.  The Company has incurred net
losses each year since inception and, as of 11/30/2008 had an accumulated
deficit of ($4,288,310).



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. Owen 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.



Effective
7/17/2008, the Company closed a non-brokered private placement of 4,500,000
units at $0.11 per unit, raising $495,000.  Each unit consisted of one
common share and one non-transferable share purchase warrant.  Each warrant
entitles 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.  The Company paid finders fees in the amount of $19,635
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 that
expired on 11/18/2008.  The Company intends to use the proceeds from this
placement for general working capital purposes.



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Operating
Expenses for the Nine Months Ended 11/30/2008 were $150,807 compared to $236,938
for the same period last year.  Expenses this year included
consulting/management fees of $50,169 (2008 = $73,135); professional fees of
$45,675 (2008 = $74,426); office/rent/telephone of $29,556 (2008 = $52,285), and
travel/promotion expenses of $6,750 (2008 = $19,635).  The reported
decrease was related to the prior years extensive search for, the negotiations
with, and due diligence on potential acquisitions.  Interest expense was
$19,257 for the Nine Months Ended 11/30/2008 versus $nil last year; resulting
from borrowing to fund the Company pending the July 2008 equity offering.
 Net Loss for the Nine Months was ($170,064) vs. ($236,938).  Loss Per
Share was ($0.01) vs ($0.02) in the prior year period.



Liquidity
and Capital Resources

The Company had a
working capital deficit of ($56,071) at 11/30/2008, compared to a working
capital deficit of ($364,301) at 2/28/2008.  Net Cash Used by Operating
Activities was ($386,973), much of this was the ($242,615) repaid due to related
parties regarding advances and loans made to the Company.  Net Cash
Provided by Financing Activities was $395,365, primarily the aforementioned
$495,000 private placement (gross) and ($80,000) repayment of loans.  Net
Cash Used in 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
third fiscal quarter ended 11/30/2008 (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 November 30, 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





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PART II

OTHER
INFORMATION



ITEM 1.  LEGAL
PROCEEDINGS

No
Disclosure Necessary



ITEM 1A.  RISK
FACTORS

No
Disclosure Necessary



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

a.
 Effective 7/17/2008, the Company closed a non-brokered private placement
of 4,500,000 units at $0.11 per unit, raising $495,000.  Each unit
consisted of one common share and one non-transferable share purchase warrant.
 Each warrant entitles 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.  The Company paid finders fees in the amount of
$19,635 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 11/18/2008.  The Company intends to use the
proceeds from this placement for general working capital purposes, including
repayment of loans and due to related parties.

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.
1.  Reports on Form 8-K:

Form
8-K filed 6/19/2008, regarding a planned private

placement
of equity to potentially raise $495,000.

2.
 Form 8-K filed 7/18/2008, regarding the notice and record

date
for the AGM to be held 9/12/2008.

3.
 Form 8-K filed 8/6/2008 regarded closed private placement

4.
 Form 8-K filed 8/26/2008 regarding Annual General Meeting

documents:
notice, info circular, proxy, etc.

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





15



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SIGNATURES

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



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

Registrant



Date: December 16, 2008
    /s/ Harry Chew

Harry
Chew, President/CEO/CFO/Director









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