UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-Q



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

SECURITIES ACT OF 1934

For the quarterly period ended  May 31, 2009



[ ]         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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes xxx   No ____



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange:



Large accelerated filer [ ]                      Accelerated filer         [ ]

Non-accelerated filer   [ ]                      Smaller reporting company [X]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):                          Yes xxx   No ____



Indicate the number of shares outstanding of each of the issuer's classes of common stock as of 6/30/2009:           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.



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PART I

FINANCIAL INFORMATION







ITEM 1.  FINANCIAL STATEMENTS







|BI-OPTIC VENTURES INC.
FINANCIAL STATEMENTS
THREE MONTHS ENDED
MAY 31, 2009
|---------------------------------------------------------------------------







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|Bi-Optic Ventures Inc.
(A Development Stage Company)
Balance Sheets
(expressed in Canadian dollars)
(Unaudited)           
|--------------------------------------------------------------------------------------------------------------------------
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|Assets                                                                                                                    
|                                                                                                                          
|Current Assets                                                                                                            
|                                                                                                                          
|Cash                                                                                                                      
|Amounts receivable                                                                                                        
|Prepaid expenses                                                                                                          
|                                                                                                                          
|Total Current Assets                                                                                                      
|                                                                                                                          
|Property and Equipment (Note 3)                                                                                           
|                                                                                                                          
|Total Assets                                                                                                              
|                                                                                                                          
|Liabilities and Stockholders Deficit                                                                                     
|                                                                                                                          
|Current Liabilities                                                                                                       
|                                                                                                                          
|Accounts payable                                                                                                          
|Accrued liabilities                                                                                                       
|Loans payable (Note 4)                                                                                                    
|Due to related parties (Note 6)                                                                                           
|                                                                                                                          
|Total Liabilities                                                                                                         
|                                                                                                                          
|Contingencies (Note 1)                                                                                                    
|                                                                                                                          
|                                                                                                                          
|Stockholders Deficit                                                                                                     
|                                                                                                                          
|Common Stock: Unlimited common shares authorized without par value; 14,512,235 shares issued and outstanding, respectively
|                                                                                                                          
|Deficit Accumulated During the Development Stage                                                                          
|                                                                                                                          
|Total Stockholders Deficit                                                                                               
|                                                                                                                          
|Total Liabilities and Stockholders Deficit                                                                               
|                                                                                                                          



























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



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|Bi-Optic Ventures Inc.
(A Development Stage Company)
Statements of Operations
(expressed in Canadian dollars)
(Unaudited)
|-------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|Revenue                                                                                                                  
|                                                                                                                         
|Expenses                                                                                                                 
|                                                                                                                         
|Acquisition costs written-off                                                                                            
|Amortization                                                                                                             
|Bad debts                                                                                                                
|Consulting and management fees (Notes 6(a) and (d))                                                                      
|Investor and public relations                                                                                            
|Office, rent and telephone (Note 6(b))                                                                                   
|Professional fees (Note 6(c))                                                                                            
|Transfer agent and regulatory fees                                                                                       
|Travel and promotion                                                                                                     
|                                                                                                                         
|Total Expenses                                                                                                           
|                                                                                                                         
|Loss from Operations                                                                                                     
|                                                                                                                         
|Other Income (Expense)                                                                                                   
|                                                                                                                         
|Accounts payable written-off                                                                                             
|Interest expense                                                                                                         
|Provision for advances receivable                                                                                        
|Interest and other income                                                                                                
|                                                                                                                         
|Total Other Income (Expense)                                                                                             
|                                                                                                                         
|Net Loss Before Discontinued Operations                                                                                  
|                                                                                                                         
|Loss from Discontinued Operations                                                                                        
|                                                                                                                         
|Net Loss for the Period                                                                                                  
|                                                                                                                         
|Net Loss Per Share  Basic and Diluted                                                                                   
|                                                                                                                         
|Weighted Average Shares Outstanding                                                                                      
|                                                                                                                         



























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



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|Bi-Optic Ventures Inc.
(A Development Stage Company)
Statements of Operations
(expressed in Canadian dollars)
(Unaudited)
|-------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|Operating Activities                                                                                                     
|                                                                                                                         
|Net loss for the period                                                                                                  
|                                                                                                                         
|Adjustments to reconcile net loss to net cash used in operating activities                                               
|                                                                                                                         
|Acquisition costs written-off                                                                                            
|Amortization                                                                                                             
|Foreign exchange translation loss                                                                                        
|Provision for advances receivable                                                                                        
|Bad debts                                                                                                                
|                                                                                                                         
|Changes in operating assets and liabilities                                                                              
|                                                                                                                         
|Amounts receivable                                                                                                       
|Advances to Pacific Bio-Pharmaceuticals, Inc.                                                                            
|Prepaid expenses                                                                                                         
|Accounts payable and accrued liabilities                                                                                 
|Due to related parties                                                                                                   
|                                                                                                                         
|Net Cash Provided by (Used in) Operating Activities                                                                      
|                                                                                                                         
|Investing Activities                                                                                                     
|                                                                                                                         
|Net cash used in discontinued operations                                                                                 
|Acquisition of property and equipment                                                                                    
|                                                                                                                         
|Net Cash Used in Investing Activities                                                                                    
|                                                                                                                         
|Financing Activities                                                                                                     
|                                                                                                                         
|Proceeds from loans payable                                                                                              
|Repayment of loans                                                                                                       
|Issuance of common shares                                                                                                
|Share issuance costs                                                                                                     
|                                                                                                                         
|Net Cash Provided by Financing Activities                                                                                
|                                                                                                                         
|Effect of Exchange Rate Changes on Cash                                                                                  
|Change in Cash                                                                                                           
|                                                                                                                         
|Cash - Beginning of Period                                                                                               
|                                                                                                                         
|Cash - End of Period                                                                                                     
|                                                                                                                         
|Non-cash Investing and Financing Activities                                                                              
|                                                                                                                         
|Shares issued to settle debt                                                                                             
|Shares issued for finders fees                                                                                          
|Shares issued to acquire mineral properties                                                                              
|                                                                                                                         
|Supplemental Disclosures                                                                                                 
|                                                                                                                         
|Interest paid                                                                                                            
|Income tax paid                                                                                                          



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



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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 is a development Stage Company, as defined by Statement of Financial Accounting Standard (SFAS) No.7, Accounting and Reporting by Development Stage Enterprises. The Company is currently evaluating various business opportunities.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at May 31, 2009, the Company has a working capital deficit of $215,847 (February 28, 2009- $179,554) and has accumulated losses of $4,450,070 (February 28, 2009- $4,412,959) 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.

(b)

Use of Estimates

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and deferred income tax asset valuations 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.

(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.



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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)

(d)

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

(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 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

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.

(g)

Financial Instruments

SFAS No. 157 Fair Value Measurements requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.





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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 (continued)

The Companys financial instruments consist principally of cash, amounts receivable, accounts payable, amounts due to related parties and loans payable. Cash equivalents are determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

(h)

Comprehensive Loss

SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2009 and February 29, 2009, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

(i)

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. Warrants are dilutive when the average market price of the common shares during the period exceeds the exercise price of the warrants.

(j)

Stock-based Compensation

The Company records stock-based compensation in accordance with SFAS No. 123R, Share Based Payments, using the fair value method.  The Company has not issued any stock options since its inception. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

(k)

Recent Accounting Pronouncements

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 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



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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)

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 did not have a material effect on the Companys financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. This statement replaces SFAS No. 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS No. 141 (revised 2007) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS No. 141 (revised 2007) also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement did not 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 did not 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 have a material effect on the Company's financial statements.



3.

Property and Equipment



|                        | Cost
$ |  | Accumulated
Amortization
$ |  | May 31,
2009
Net Carrying
Value
$ |  | February 28,
2009
Net Carrying
Value
$
|----------------------- | ------ |  | -------------------------- |  | --------------------------------- |  | --------------------------------------
|                        |        |  |                            |  |                                   |  |                                       
|Computer equipment      | 16,787 |  | 10,992                     |  | 5,795                             |  | 6,265                                 
|Furniture and equipment | 6,932  |  | 6,175                      |  | 757                               |  | 797                                   
|Leasehold improvements  | 6,157  |  | 3,387                      |  | 2,770                             |  | 3,078                                 
|                        |        |  |                            |  |                                   |  |                                       
|                        | 29,876 |  | 20,554                     |  | 9,322                             |  | 10,140                                
|                        |        |  |                            |  |                                   |  |                                       



4.

Loans Payable

As at May 31, 2009, the Company owes $30,000 (February 28, 2009 - $30,000) and $10,917 (US$10,000) (February 28, 2009 - $12,723 (US$10,000)) to a non-related third party. The loan bears interest at a rate of 1.5% per month, is unsecured and due on demand. A cash finders fee of 7% has been accrued on a portion of this loan.



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Bi-Optic Ventures Inc.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in Canadian dollars)

(Unaudited)



5.

Share Purchase Warrants

The following table summarizes the continuity of the Companys warrants which expire July 17, 2009:



|                           | Number of
shares |  | Weighted
average
exercise
price
$
|-------------------------- | ---------------- |  | ---------------------------------
|Balance, February 28, 2009 | 4,500,000        |  | 0.14                             
|Issued                     | -                |  | -                                
|Exercised                  | -                |  | -                                
|                           |                  |  |                                  
|Balance, May 31, 2009      | 4,500,000        |  | 0.14                             
|                           |                  |  |                                  



6.

Related Party Transactions

(a)

For the three months ended May 31, 2009, the Company paid or accrued $7,500 (2008 - $7,500) in management fees to a company controlled by the President of the Company.

(b)

For the three months ended May 31, 2009, the Company paid or accrued $7,500 (2008 - $7,500) in rent and administrative services to a company controlled by the President of the Company.

(c)

For the three months ended May 31, 2009, the Company paid or accrued $6,000 (2008 - $6,000) in professional fees to a company controlled by a director.

(d)

As at May 31, 2009, an amount of $18,300 (2008 - $1,000) is owed to the spouse of the President of the Company and is without interest, unsecured and due on demand.

(e)

As at May 31, 2009, an amount of $91,175 (February 28, 2009 - $82,925) is owed to companies controlled by the President, company controlled by the former President, and a director of the Company and is without interest, unsecured and due on demand.

































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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 5/31/2009 had an accumulated deficit of ($4,450,070).



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 Bio-Pharmaceuticals Inc.



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 Three Months Ended 5/31/2009 were $37,111 compared to $52,180 for the same period last year.  Expenses for the Three Months Ended 5/31/2009 included consulting/management fees of $9,125 (2009 = $17,592); professional fees of $14,132 (2009 = $15,500); office/rent/telephone of $8,794 (2009 = $10,848), and travel/promotion expenses of $Nil (2009 = $3,696).  The reported decrease was related to the last parts of the prior years extensive search for, the negotiations with, and due diligence on potential acquisitions.  Net Loss for the Three Months Ended 5/31/2009 was ($37,111) vs. ($61,371) in the prior year period.  Loss Per Share was ($0.00) vs ($0.01) in the prior year period.



Liquidity and Capital Resources

The Company had a working capital deficit of ($215,847) at 5/31/2009, compared to a working capital deficit of ($179,554) at 2/28/2009.  Net Cash Provided by (Used in) Operating Activities was $3,232 vs. ($473) in the prior year period.  Net Cash Provided by Financing Activities was $nil.  Net Cash Used in Investing Activities was $nil.





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

No Disclosure Necessary





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ITEM 4.  CONTROLS AND PROCEDURES



a.  Evaluation of Disclosure Controls and Procedures

As required by Rule 13(a)-15 under the Exchange Act, in connection with this annual report on Form 10-Q, under the direction of the Chief Executive Officer, the Company has evaluated its disclosure controls and procedures as of May 31, 2009, and concluded the 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.



Changes in Internal Control/Reporting



There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



ITEM 4T.  CONTROLS AND PROCEDURES

Not Applicable



PART II

OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

No Disclosure Necessary





ITEM 1A.  RISK FACTORS

No Disclosure Necessary



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

a.  No Disclosure Necessary

b.  No Disclosure Necessary

c.  No Disclosure Necessary



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

No Disclosure Necessary



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No Disclosure Necessary



ITEM 5.  OTHER INFORMATION

a.  Reports on Form 8-K:

No Disclosure Necessary

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



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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: July 10, 2009         /s/ Harry Chew

Harry Chew, President/CEO/CFO/Director









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