OMB APPROVALOMB Number: 3235-0416
Expires:  March 31, 2007
Estimated average burden
hours per response   182.00  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549  FORM 10-QSB   [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended  November 30, 2006  [ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from ________ to ________  Commission file number: 0-49685   Bi-Optic Ventures Inc. (Name of small business issuer in its charter)   British Columbia, Canada                     N/A (Jurisdiction of Incorporation/Organization)           (IRS Tax ID No.)  1030 West Georgia Street #1518, Vancouver, British Columbia, Canada  V6E 2Y3 (Address of principal executive offices)  Issuers Telephone Number: 604-689-2646   Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xxx   No ____  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).               Yes xxx   No ____    Indicate the number of shares outstanding of each of the issuer's classes of common stock as of 12/31/2006:  10,012,235 Common Shares w/o par value  Transitional Small Business Disclosure Format (Check one):Yes ___  No xxx    SEC 2334 (9-05) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the  form displays a currently valid OMB control number.  1     PART I FINANCIAL INFORMATION    ITEM 1.  FINANCIAL STATEMENTS    BI-OPTIC VENTURES INC.
FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED
NOVEMBER 30, 2006 AND 2005     2


Bi-Optic Ventures Inc. (A Development Stage Company) Balance Sheets (expressed in Canadian dollars) (unaudited)  November  30,February 28,2006
$2006
$AssetsCurrent AssetsCash79,26575,956Amounts receivable7,5321,774Prepaid expenses8837,417Total Current Assets87,68085,147Property and Equipment (Note 3)15,2104,328Total Assets102,89089,475Liabilities and Stockholders Equity (Deficit)Current LiabilitiesAccounts payable16,147869Accrued liabilities3,000Due to related parties (Note 4)803Total Liabilities16,9503,869Contingencies (Note1)Stockholders Equity (Deficit)Common Stock: Unlimited common shares authorized without par value; 10,012,235 and 9,093,235 shares issued and outstanding, respectively3,768,1803,492,480Deficit Accumulated During the Development Stage(3,682,240)(3,406,874)Total Stockholders Equity (Deficit)85,94085,606Total Liabilities and Stockholders Equity (Deficit)102,89089,475           (The accompanying notes are an integral part of the financial statements)  3      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 30,2006
$2006
$2005
$2006
$2005
$RevenueExpensesAcquisition costs written off347,815Amortization8,6111,0721881,645829Bad debts20,658--Consulting and management fees (Note 4(a))524,71726,81028,96883,07679,291Investor and public relations82,3391,2001,3003,9005,590Office, rent and telephone (Note 4(b))298,99513,5979,79937,61729,931Professional fees (Note 4(c))380,06735,39910,36974,59442,705Transfer agent and regulatory fees88,5592,9782,49313,08511,359Travel and promotion259,27017,1736,74861,44942,710Total Expenses2,011,03198,22959,865275,366212,415Loss from Operations(2,011,031)(98,229)(59,865)(275,366)(212,415)Other IncomeAccounts payable written off49,341-41,121Interest and other income13,729Total Other Income63,070-41,121Net Loss Before Discontinued Operations(1,947,961)(98,229)(59,865)(275,366)(171,294)Loss from Discontinued Operations(1,734,279)Net Loss for the Period(3,682,240)(98,229)(59,865)(275,366)(171,294)Net Loss Per Share  Basic and Diluted(0.01)(0.01)(0.03)(0.02)Weighted Average Shares Outstanding9,890,0008,930,0009,190,0008,380,000          (The accompanying notes are an integral part of the financial statements)   4      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 30,2006
$2005
$2006
$2005
$Cash Flows To Operating ActivitiesNet loss(98,229)(59,865)(275,366)(171,294)Adjustment to reconcile net loss to net cash used in
operating activitiesAmortization1,0721881,645829Changes in operating assets and liabilitiesAmounts receivable(4,533)(199)(5,758)340Prepaid expenses732-6,534Accounts payable and accrued liabilities(4,625)(14,760)12,278(126,780)Due to related parties(24,187)(15,165)803(50,079)Net Cash Used in Operating Activities(129,770)(89,801)(259,864)(346,984)Cash Flows to Investing ActivitiesAcquisition of property and equipment(12,527)(12,527)(1,500)Net Cash Used in Investing Activities(12,527)(12,527)(1,500)Cash Flows From Financing ActivitiesShare subscriptions received-(15,000)--Issuance of common shares, net of costs222,000220,700275,700467,950Net Cash Provided By Financing Activities222,000205,700275,700467,950Change in Cash and Cash Equivalents79,703115,8993,309119,466Cash and Cash Equivalents - Beginning of Period(438)4,66775,9561,100Cash and Cash Equivalents - End of Period79,265120,56679,265120,566Non-cash Financing and Investing ActivitiesSupplemental DisclosuresInterest paidIncome taxes paid       (The accompanying notes are an integral part of the financial statements)     5


Bi-Optic Ventures Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in Canadian dollars) (unaudited)  1. Nature of Operations Bi-Optic Ventures Inc. (the Company) was incorporated in the Province of British Columbia, Canada on May 31, 1984. The Company filed a 10-SB Registration Statement with the U.S. Securities Exchange Commission in 2003. 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. As at November 30, 2006, the Company has a working capital of $70,730, has incurred operating losses since inception totalling $3,682,240 and has not generated any revenues in its operation. Based on the above factors, there is substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. During the period ended November 30, 2006, proceeds of $275,700 were received pursuant to the exercise of 919,000 share purchase warrants at $0.30 per share.  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% Leasehold improvements 5 years straight line  6





Bi-Optic Ventures Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in Canadian dollars) (unaudited)  2. Summary of Significant Accounting Policies (continued) (e) Long-lived Assets In accordance with Financial Accounting Standards Board (FASB) SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. (f) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109, Accounting for Income Taxes, as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. (g) Financial Instruments The carrying values of cash, amounts receivable, accounts payable, accrued liabilities and due to related party approximate their fair values due to the relatively short maturity of these instruments. (h) Comprehensive Loss SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2006 and 2005, 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.  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) (j) Stock-based Compensation Prior to March 1, 2006, the Company accounted for stock based awards under SFAS No. 123, Accounting for Stock-Based Compensation. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. Effective March 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123R Share Based Payments, using the modified retrospective transition method. The Company does not currently have a stock option plan. Accordingly, there was no effect on the Companys reported loss from operations, cash flows or loss per share as a result of adopting SFAS No 123R. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable. (k) Recent Accounting Pronouncements In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations. In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations. In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.  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) Recent Accounting Pronouncements (continued)  In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.  In February 2006, the FASB has issued SFAS No. 155 Accounting for Certain Hybrid Financial Instruments  an amendment of FASB Statements No. 133 and 140 and No. 156 Accounting for Servicing of Financial Assets  an amendment of FASB Statement No. 140, but they will not have a material effect in the Companys results of operations or financial position. Therefore, a description and its impact for each on the Companys operations and financial position have not been disclosed. (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,
2006
Net Carrying
Value
$February 28, 2006
Net Carrying
Value
$Computer equipment12,3344,2728,0622,803Furniture and equipment6,9325,6331,2991,525Leasehold improvements6,1573085,849-25,42310,21315,2104,328    9





Bi-Optic Ventures Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in Canadian dollars) (unaudited)  4. Related Party Transactions (a) For the nine months ended November 30, 2006, the Company paid or accrued $22,500 (2005 - $22,500) in management fees to a company controlled by the President of the Company. (b) For the nine months ended November 30, 2006, the Company paid or accrued $22,500 (2005 - $22,500) in rent to a company controlled by the President of the Company. (c) For the nine months ended November 30, 2006, the Company paid $18,000 (2005 - $18,000) in professional fees to a company controlled by a director. (d) The amount of $803 (February 28, 2006 - $Nil) is owed to the President of the Company for the reimbursement of travel expenses incurred on behalf of the Company.  The amount owing is non-interest bearing, unsecured, and due on demand. (e) During the period ended November 30, 2006, the Company issued 185,000 shares for proceeds of $55,500 pursuant to share purchase warrants at $0.30 per share to the President and the spouse of the president of the Company. (f) During the period ended November 30, 2006, the Company issued 54,000 shares for proceeds of $16,200 pursuant to share purchase warrants at $0.30 per share to a company controlled by the President of the Company.  5. Common Stock During the period ended November 30, 2006, the Company issued 919,000 shares for proceeds of $275,700 pursuant to share purchase warrants exercised at $0.30 per share.  6. Share Purchase Warrants  The following table summarizes the continuity of the Companys warrants:  Number of sharesWeighted average
exercise price
$Balance, February 28, 2006929,0000.30Exercised(919,000)0.30Expired September 16, 2006(10,000)0.30Balance, November 30, 2006--         10





ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  This Quarterly Report on Form 10-QSB contains forward-looking statements, principally in ITEM #2, Managements Discussion and Analysis of Financial Condition and Results of Operations.  These statements may be identified by the use of words like plan, expect, aim, believe, project, anticipate, intend, estimate, will, should, could and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends.  In particular, these include statements about the Companys strategy for growth, property exploration, mineral prices, future performance or results of current or anticipated mineral production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings.  Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties.  Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, among other things, the factors discussed in this Registration Statement under ITEM #3, Key Information, Risk Factors and factors described in documents that we may furnish from time to time to the Securities and Exchange Commission.  We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.  Results of Operations The Company has not had any sources of revenue to date and has financed its activities substantially through equity financing.  The Company has incurred net losses each year since inception and, as of 11/30/2006 had an accumulated deficit of ($3,682,240).  The Company is evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis; but none are yet probable.  Operating Expenses for the Nine Months Ended 11/30/2006 were $275,366 compared to $212,415 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.    Accounts Payable of $41,121, owed to a third party, was written off during the first quarter last year; reducing the total expenses.  Consulting/management fees were higher ($83,076 vs. $79,291): $22,500 vs. $22,500 paid/accrued to Myntek Management Services Inc.; and ($60,576 vs. $56,791) paid to third parties.  Professional fees were higher ($74,794 vs. $42,705): $18,000 vs. $18,000 paid/accrued to Wynson Management Services Ltd.; and $56,794 vs. $24,705 paid to third parties.  Travel and Promotion expenses increased ($61,449 vs. $42,710).  Net Loss for the Nine Months was ($275,366) vs. ($171,294).  Loss Per Share was ($0.03) vs ($0.02).  Liquidity and Capital Resources Working capital was $70,730 at 11/30/2006, compared to working capital of $81,278 at 2/28/2006.  Cash used in Nine Months Ended 11/30/2006 Operating Activities totaled ($259,864), including the ($275,366) Net Loss; the only significant adjusting item was the $13,857 the net changes in operating assets and liabilities.  Cash used in Investing Activities was $12,527.  Cash provided by Financing Activities was $275,700, pursuant to the exercise of 919,000 share-purchase warrants at $0.30 per share.   11





ITEM 3.  CONTROLS AND PROCEDURES At the end of second fiscal quarter ended 11/30/2006 (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 Year Ended February 28, 2006 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.   12





PART II OTHER INFORMATION  ITEM 1.  LEGAL PROCEEDINGS No Disclosure Necessary.  ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS a.  During the Nine Months ended 11/30/2006, 919,000 share purchase warrants (issued in an private placement during the prior fiscal year) were exercised, raising $275,700. 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 9/11/2006 under REG FD containing documents related to Annual General Meeting of Shareholders. 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    13





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 18, 2007      /s/ Harry Chew Harry Chew, President/Director      14