|OMB APPROVAL                                                                                       
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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  November 30, 2005



[ ]         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 #615, 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 12/23/2005:  9,093,235 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.



1





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PART I

FINANCIAL INFORMATION







ITEM 1.  FINANCIAL STATEMENTS

































|BI-OPTIC VENTURES INC.
FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED
NOVEMBER 30, 2005 AND 2004
|--------------------------------------------------------------------------------------------------

























































2





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Bi-Optic Ventures Inc.

(A Development Stage Company)

Balance Sheets

(expressed in Canadian dollars)



|                                                                                                                                                 | November 30,       | February 28,    
|------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------ | ----------------
|                                                                                                                                                 | 2005
$
(unaudited) | 2005
$
(audited)
|Assets                                                                                                                                           |                    |                 
|                                                                                                                                                 |                    |                 
|Current Assets                                                                                                                                   |                    |                 
|                                                                                                                                                 |                    |                 
|Cash                                                                                                                                             | 120,566            | 1,100           
|Amounts receivable                                                                                                                               | 2,915              | 3,255           
|                                                                                                                                                 |                    |                 
|Total Current Assets                                                                                                                             | 123,481            | 4,355           
|                                                                                                                                                 |                    |                 
|Property and Equipment (Note 3)                                                                                                                  | 4,160              | 3,488           
|                                                                                                                                                 |                    |                 
|Total Assets                                                                                                                                     | 127,641            | 7,843           
|                                                                                                                                                 |                    |                 
|                                                                                                                                                 |                    |                 
|Liabilities and Stockholders Deficit                                                                                                            |                    |                 
|                                                                                                                                                 |                    |                 
|Current Liabilities                                                                                                                              |                    |                 
|                                                                                                                                                 |                    |                 
|Accounts payable                                                                                                                                 | 10,315             | 128,466         
|Accrued liabilities                                                                                                                              | 3,212              | 11,840          
|Due to related parties (Note 4)                                                                                                                  |                   | 50,079          
|                                                                                                                                                 |                    |                 
|Total Liabilities                                                                                                                                | 13,527             | 190,385         
|                                                                                                                                                 |                    |                 
|                                                                                                                                                 |                    |                 
|Stockholders Deficit                                                                                                                            |                    |                 
|                                                                                                                                                 |                    |                 
|Common Stock: Unlimited common shares authorized without par value; 9,093,235 and 7,014,235 shares issued and outstanding, respectively (Note 5) | 3,492,480          | 3,024,530       
|                                                                                                                                                 |                    |                 
|Deficit Accumulated During the Development Stage                                                                                                 | (3,378,366)        | (3,207,072)     
|                                                                                                                                                 |                    |                 
|Total Stockholders Deficit                                                                                                                      | 114,114            | (182,542)       
|                                                                                                                                                 |                    |                 
|Total Liabilities and Stockholders Deficit                                                                                                      | 127,641            | 7,843           
|                                                                                                                                                 |                    |                 























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









3





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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,
|------------------------------------------ | ----------------------------------------------------------------- |  | ------------------------------- |  | ------------------------------
|                                           | 2005
$                                                            |  | 2005
$                          |  | 2004
$                        
|                                           |                                                                   |  |                                 |  |                               
|Revenue                                    |                                                                  |  |                                |  |                              
|                                           |                                                                   |  |                                 |  |                               
|Expenses                                   |                                                                   |  |                                 |  |                               
|                                           |                                                                   |  |                                 |  |                               
|Accounts payable written off               | (41,121)                                                          |  |                                |  |                              
|Acquisition costs written off              | 347,815                                                           |  |                                |  |                              
|Amortization                               | 6,729                                                             |  | 188                             |  | 135                           
|Bad debts                                  | 20,658                                                            |  |                                |  |                              
|Consulting and management fees (Note 4(a)) | 429,322                                                           |  | 28,968                          |  | 22,628                        
|Investor and public relations              | 77,138                                                            |  | 1,300                           |  | 4,688                         
|Office, rent and telephone (Note 4(b))     | 251,536                                                           |  | 9,799                           |  | 9,780                         
|Professional fees (Note 4(c))              | 299,373                                                           |  | 10,369                          |  | 7,500                         
|Transfer agent and regulatory fees         | 74,003                                                            |  | 2,493                           |  | 1,957                         
|Travel and promotion                       | 192,363                                                           |  | 6,748                           |  | 6,912                         
|Less: interest income                      | (13,729)                                                          |  |                                |  |                              
|                                           |                                                                   |  |                                 |  |                               
|Total Expenses                             | 1,644,087                                                         |  | 59,865                          |  | 53,600                        
|                                           |                                                                   |  |                                 |  |                               
|Net Loss Before Discontinued Operations    | (1,644,087)                                                       |  | (59,865)                        |  | (53,600)                      
|                                           |                                                                   |  |                                 |  |                               
|Loss from Discontinued Operations          | (1,734,279)                                                       |  |                                |  |                              
|                                           |                                                                   |  |                                 |  |                               
|Net Loss For The Period                    | (3,378,366)                                                       |  | (59,865)                        |  | (53,600)                      
|                                           |                                                                   |  |                                 |  |                               
|Net Loss Per Share  Basic                 |                                                                   |  | (0.01)                          |  | (0.01)                        
|                                           |                                                                   |  |                                 |  |                               
|Weighted Average Shares Outstanding        |                                                                   |  | 8,930,000                       |  | 6,706,000                     
|                                           |                                                                   |  |                                 |  |                               





































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







4





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Bi-Optic Ventures Inc.

(A Development Stage Company)

Statements of Cash Flows

(expressed in Canadian dollars)

(unaudited)





|                                                  | Three months ended |          | Nine months ended
|------------------------------------------------- | ------------------ | -------- | -----------------
|                                                  | November 30,       |          | November 30,     
|                                                  | 2005
$             | 2004
$   |                  
|                                                  |                    |          |                  
|Cash Flows To Operating Activities                |                    |          |                  
|                                                  |                    |          |                  
|Net loss                                          | (59,865)           | (53,600) |                  
|                                                  |                    |          |                  
|Adjustment to reconcile net loss to net cash used |                    |          |                  
|by operating activities                           |                    |          |                  
|                                                  |                    |          |                  
|Amortization                                      | 188                | 135      |                  
|                                                  |                    |          |                  
|Changes in operating assets and liabilities       |                    |          |                  
|                                                  |                    |          |                  
|Amounts receivable                                | (199)              | 889      |                  
|Prepaid expenses                                  |                   | 5,000    |                  
|Accounts payable and accrued liabilities          | (14,760)           | (8,369)  |                  
|Due to related parties                            | (15,165)           | 2,500    |                  
|                                                  |                    |          |                  
|Net Cash Used by Operating Activities             | (89,801)           | (53,445) |                  
|                                                  |                    |          |                  
|Cash Flows to Investing Activities                |                    |          |                  
|                                                  |                    |          |                  
|Acquisition of property and equipment             |                   |         |                  
|                                                  |                    |          |                  
|Net Cash Used in Investing Activities             |                   |         |                  
|                                                  |                    |          |                  
|Cash Flows From Financing Activities              |                    |          |                  
|                                                  |                    |          |                  
|Share subscriptions received                      | (15,000)           |         |                  
|Issuance of common shares, net of costs           | 220,700            | 43,000   |                  
|                                                  |                    |          |                  
|Net Cash Provided by Financing Activities         | 205,700            | 43,000   |                  
|                                                  |                    |          |                  
|Change in Cash                                    | 115,899            | (10,445) |                  
|                                                  |                    |          |                  
|Cash - Beginning of Period                        | 4,667              | 10,600   |                  
|                                                  |                    |          |                  
|Cash - End of Period                              | 120,566            | 155      |                  
|                                                  |                    |          |                  
|Non-Cash Financing and Investing Activities       |                   |         |                  
|                                                  |                    |          |                  
|Supplemental Disclosures                          |                    |          |                  
|                                                  |                    |          |                  
|Interest paid                                     |                   |         |                  
|Income taxes paid                                 |                   |         |                  











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





5





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Bi-Optic Ventures Inc.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in Canadian dollars)

(unaudited)



1.

Development Stage Company

Bi-Optic Ventures Inc. herein (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 currently evaluating various business opportunities.

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. The Company has suffered substantial recurring operating losses since inception totalling $3,378,366 to November 30, 2005. There is substantial doubt regarding the Companys ability to continue as a going concern.

On September 20, 2005, the Company closed a non-brokered private placement of 929,000 units at a price of $0.25 per unit for gross proceeds of $232,250.



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 conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates.

(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%

(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.



6





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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)

(g)

Financial Instruments

The carrying value of cash, amounts receivable, accounts payable, accrued liabilities and due to related parties approximate fair value 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 November 30, 2005 and 2004, 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.

(j)

Stock-based Compensation

The Company records stock-based compensation in accordance with SFAS No. 123, Accounting for Stock-Based Compensation. All transactions in which goods or services are provided to the Company in exchange 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. The Company does not currently have a stock option plan.

(k)

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (Revised 2004) (SFAS No. 123R), Share-Based Payment. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS No. 123R represents the culmination of a two-year effort to respond to requests from investors and many others that the FASB improve the accounting for share-based payment arrangements with employees. The scope of SFAS No. 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No. 123R replaces SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance in APB Opinion No. 25, as long as the footnotes to the financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Although those disclosures helped to mitigate the problems associated with accounting under APB Opinion No. 25, many investors and other users of financial statements believed that the failure to include employee compensation costs in the income statement impaired the transparency, comparability, and credibility of financial statements. Public entities that file as small business issuers will be required to apply Statement 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material impact on the Companys results of operations or financial position.



7





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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 December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29. SFAS No. 153 is the result of a broader effort by the FASB to improve financial reporting by eliminating differences between GAAP in the United States and GAAP developed by the International Accounting Standards Board (IASB). As part of this effort, the FASB and the IASB identified opportunities to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. SFAS No. 153 amends APB Opinion No. 29, Accounting for Nonmonetary Transactions, that was issued in 1973. The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have "commercial substance." Previously, APB Opinion No. 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be based on the recorded amount of the asset relinquished. The provisions in SFAS No.153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The effect of adoption of this standard is not expected to have a material impact on the Companys results of operations and financial position.

The FASB has also issued SFAS No. 151 and 152, but they will not have any relationship to the operations of the Company. Therefore, a description and its impact for each on the Companys operations and financial position have not been disclosed.

In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 ("SAB 107") to give guidance on the implementation of SFAS No. 123R. The Company will consider SAB 107 during the implementation of SFAS No. 123R.

(l)

Reclassifications

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

(m)

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
$ |  | November 30, 2005
Net Carrying
Value
$
(unaudited) |  | February 28, 2005
Net Carrying
Value
$
(audited)
|----------------------- | ------ |  | -------------------------- |  | -------------------------------------------------- |  | ------------------------------------------------
|                        |        |  |                            |  |                                                    |  |                                                 
|Computer equipment      | 5,558  |  | 3,003                      |  | 2,555                                              |  | 1,616                                           
|Furniture and equipment | 6,932  |  | 5,327                      |  | 1,605                                              |  | 1,872                                           
|                        |        |  |                            |  |                                                    |  |                                                 
|                        | 12,490 |  | 8,330                      |  | 4,160                                              |  | 3,488                                           
|                        |        |  |                            |  |                                                    |  |                                                 





8





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Bi-Optic Ventures Inc.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in Canadian dollars)

(unaudited)



4.

Related Party Transactions

(a)

The Company paid or accrued $22,500 (2004 - $22,500) in management fees to a company controlled by the President of the Company.

(b)

The Company paid or accrued $22,500 (2004 - $22,500) in rent to a company controlled by the President of the Company.

(c)

The Company paid $18,000 (2004 - $20,000) in professional fees to a company controlled by a director.

(d)

The amount of $Nil (February 28, 2005 - $27,725) owing to companies controlled by the President of the Company is without interest, unsecured and due on demand.

(e)

The amount of $nil (February 28, 2005 - $22,354) owing to the President of the Company is without interest, unsecured and due on demand.



5.

Common Stock

(a)

Private Placement

On September 20, 2005, the Company closed a non-brokered private placement of 929,000 units at a price of $0.25 per unit for gross proceeds of $232,250. Each unit consists 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 an exercise price of $0.30 for a period of one year. A finders fee of $11,550 was paid in connection with this private placement.

(b)

Share Purchase Warrants

At November 30, 2005, there are no share purchase warrants outstanding.

The following table summarizes the continuity of the Companys warrants:

|                                        | Number of shares |  | Weighted average
exercise price
$
|--------------------------------------- | ---------------- |  | ---------------------------------
|                                        |                  |  |                                  
|                                        |                  |  |                                  
|Balance, February 29, 2004 (audited)    |                 |  |                                 
|Issued                                  | 1,500,000        |  | 0.215                            
|Exercised                               | (350,000)        |  | 0.215                            
|                                        |                  |  |                                  
|Balance, February 28, 2005 (audited)    | 1,150,000        |  | 0.215                            
|Exercised                               | (1,150,000)      |  | 0.215                            
|                                        |                  |  |                                  
|Balance, November 30, 2005  (unaudited) |                 |  |                                 













9





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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 11/30/2005 had an accumulated deficit of ($3,378,366).



The Company is evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis; but none are yet probable.  On 3/31/2005, the Company requested a trading halt on the TSX Venture Exchange pending an announcement.  On 7/14/2005, the Company announced that negotiations underway during the prior four months were not successfully concluded; and the common stock resumed trading.



Operating Expenses for the Nine Months Ended 11/30/2005 were $171,294 compared to $129,613 for the same period last year.  The preponderance of the increase was related to the search for, the negations with, and due diligence on potential acquisitions.  While the Company continues in its acquisition search, such expenses are expected to be lower during the upcoming quarter.  Accounts Payable of $41,121, owed to a third party, was written off during the first quarter this year; reducing the Operating Expenses.  Consulting/management fees were higher ($79,291 vs. $42,718): ($22,500 vs. $22,500) paid/accrued to Myntek Management Services Inc.; and ($56,791 vs. $20,218) paid to third parties.  Professional fees were higher ($42,705 vs. $31,470): ($18,000 vs. $20,000) paid/accrued to Wynson Management Services Ltd.; and ($24,705 vs. $11,470) paid to third parties.  Travel and Promotion expenses increased many-fold ($42,710 vs. $9,164).  Net Loss for the Nine Months was ($171,294) vs. ($129,613).  Loss Per Share was ($0.02) vs ($0.02).







10





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Liquidity and Capital Resources

Working capital was ($109,954) at 11/30/2005, compared to a working capital deficit of ($186,030) at 2/28/2005.  Cash used in Nine Months Ended 11/30/2005 Operating Activities totaled ($346,984), including the ($171,294) Net Loss; the only significant adjusting item was the ($176,519) the net changes in operating assets and liabilities.  Cash used in Investing Activities was ($1,500) for the purchase of property and equipment.  Cash provided by Financing Activities was $467,950, pursuant to the exercise of 1,150,000 share-purchase warrants at $0.215 and $232,250 pursuant to a private placement described below.



On 9/20/2005, the Company closed a non-brokered private placement of 929,000 units at a price of $0.25 per unit, for gross proceeds of $232,250.  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 an exercise price of $0.30 for a period of one year.  A 7% finders fee ($11,550) was paid on a portion of this private placement.







11





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ITEM 3.  CONTROLS AND PROCEDURES

The Board of Directors has overall responsibility for reviewing the Company's disclosure to ensure the Company provides full and plain disclosure to shareholders and other stakeholders.  The Board discharges its responsibilities through its committees, specifically, with respect to financial disclosure to the Audit Committee, which is responsible for reviewing the Company's financial reporting procedures and internal controls to ensure full and accurate disclosure of the Company's financial position.



The Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys President and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures [as defined in the Exchange Act Rule 13a-15(e)] as of the end of the period covered by this report.  Based upon that evaluation, the President and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys periodic SEC filings, and that information is recorded, processed, summarized and reported as and when required.



There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.



There was no significant change in the Companys internal control over financial reporting that occurred during the Companys most recently completed fiscal year ended 2/28/2005 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.  Nor were there any significant deficiencies or material weaknesses in the Company's internal controls requiring corrective actions.



The Company's management, including the Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



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PART II

OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

No Disclosure Necessary.



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

a.1.  During the quarter ended 8/31/2005, 1,500,000 share purchase

warrants (issued in an private placement during the prior

fiscal year) were exercised, raising $247,250.

a.2.  During the quarter ended 11/30/2005, 929,000 units

consisting of one common share and one warrants were issued,

raising $232,250.

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 10/17/2005 under REG FD containing

information related to a private placement of equity

securities

b.  Information required by Item 401(g) of Regulation S-B:

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: January 5, 2005      /s/ Harry Chew

Harry Chew, President/Director









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