UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-K

/A

Amendment No. 2



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Fiscal Year Ended February 28, 2011



[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ________



Commission File Number: 000-49685



BI-OPTIC VENTURES INC.

(Name of registrant as specified in its charter)



|                                                                                    
|------------------------------------------------------------------------------------
|British Columbia, Canada                        N/A                                 
|(State or Incorporation or Organization)                       (IRS Employer ID No.)



1030 West Georgia, #1518, Vancouver, British Columbia, Canada  V6E 23Y3

(Address of principal executive offices)



Issuers Telephone Number, 604-689-2646



Securities to be registered pursuant to Section 12(b) of the Act:   None



Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares without par value.

(Title of Class)



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  [ ] Yes    [X] No



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  [ ] Yes    [X] No



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.  [X] Yes    [ ] 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    [ ] No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ ] Yes    [X] 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).  [X] Yes    [ ] No



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.  $820,489



Common Shares outstanding at May 15, 2011:  20,512,235 Shares



Page 1 of 16

Index to Exhibits on Page 15



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ITEM 8.  FINANCIAL STATEMENTS



































|                                                                                                                  
|------------------------------------------------------------------------------------------------------------------
|BI-OPTIC VENTURES INC.
Financial Statements
Years Ended February 28, 2011 and 2010
(Expressed in Canadian dollars)















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3



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[bioptic10ka22011feb611004.gif]



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Bi-Optic Ventures Inc. (A Development Stage Company)



We have audited the accompanying balance sheet of Bi-Optic Ventures Inc. (A Development Stage Company) as of February 28, 2011, and the related statements of operations, stockholders deficit, and cash flows for the year then ended and accumulated from May 31, 1984 (date of inception) to February 28, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Bi-Optic Ventures Inc. as at February 28, 2010 and 2009 and for the years then ended and accumulated from May 31, 1984 (date of inception) to February 28, 2010 were audited by other auditors whose report dated May 12, 2010 included an explanatory paragraph regarding the Companys ability to continue as a going concern. The financial statements for the period from May 31, 1984 (date of inception) to February 28, 2010 reflect a net loss of $4,528,347 of the related cumulative totals. The auditors report has been furnished to us, and our opinion, insofar as it related to amounts included for such periods, is based solely on the report of such auditors.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 28, 2011, and the results of its operations and its cash flows for the year then ended and accumulated from May 31, 1984 (date of inception) to February 28, 2011, in conformity with accounting principles generally accepted in the United States.



The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues, has a working capital deficit, and has incurred operating losses since inception. These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also discussed in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ SATURNA GROUP CHARTERED ACCOUNTANTS LLP



Saturna Group Chartered Accountants LLP

Vancouver, Canada



May 27, 2011





4



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BI-OPTIC VENTURES INC.

(A Development Stage Company)

Balance Sheets

(expressed in Canadian dollars)





|                                                                                                                                          |              |             
|----------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ------------
|                                                                                                                                          | February 28, | February 28,
|                                                                                                                                          | 2011
$       | 2010
$      
|                                                                                                                                          |              |             
|Assets                                                                                                                                    |              |             
|                                                                                                                                          |              |             
|Current Assets                                                                                                                            |              |             
|                                                                                                                                          |              |             
|Cash                                                                                                                                      | 7,414        |            
|Amounts receivable                                                                                                                        | 10,417       | 1,445       
|Prepaid expenses                                                                                                                          | 4,500        | 5,438       
|                                                                                                                                          |              |             
|Total Current Assets                                                                                                                      | 22,331       | 6,883       
|                                                                                                                                          |              |             
|Property and equipment (Note 3)                                                                                                           | 5,465        | 6,870       
|                                                                                                                                          |              |             
|Total Assets                                                                                                                              | 27,796       | 13,753      
|                                                                                                                                          |              |             
|Liabilities and Stockholders Deficit                                                                                                     |              |             
|                                                                                                                                          |              |             
|Current Liabilities                                                                                                                       |              |             
|                                                                                                                                          |              |             
|Bank overdraft                                                                                                                            |             | 844         
|Accounts payable                                                                                                                          | 42,941       | 60,218      
|Accrued liabilities                                                                                                                       |             | 12,393      
|Due to related parties (Note 4)                                                                                                           |             | 225,100     
|                                                                                                                                          |              |             
|Total Liabilities                                                                                                                         | 42,941       | 298,555     
|                                                                                                                                          |              |             
|                                                                                                                                          |              |             
|Nature of Operations and Continuance of Business (Note 1)                                                                                 |              |             
|Subsequent Event (Note 8)                                                                                                                 |              |             
|                                                                                                                                          |              |             
|Stockholders Deficit                                                                                                                     |              |             
|                                                                                                                                          |              |             
|Common stock: unlimited common shares authorized without par value; 20,512,235 and 14,512,235 shares issued and outstanding, respectively | 4,808,095    | 4,243,545   
|                                                                                                                                          |              |             
|Deficit accumulated during the development stage                                                                                          | (4,823,240)  | (4,528,347) 
|                                                                                                                                          |              |             
|Total Stockholders Deficit                                                                                                               | (15,145)     | (284,802)   
|                                                                                                                                          |              |             
|Total Liabilities and Stockholders Deficit                                                                                               | 27,796       | 13,753      
|                                                                                                                                          |              |             



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





5



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BI-OPTIC VENTURES INC.

(A Development Stage Company)

Statements of Operations

(expressed in Canadian dollars)





|                                           |                         |                         |                                                                  
|------------------------------------------ | ----------------------- | ----------------------- | -----------------------------------------------------------------
|                                           | Year Ended
February 28, | Year Ended February 28, | Accumulated from May 31, 1984 (Date of Inception) to February 28,
|                                           | 2011                    | 2010                    | 2011                                                             
|                                           | $                       | $                       | $                                                                
|                                           |                         |                         |                                                                  
|Revenue                                    |                        |                        |                                                                 
|                                           |                         |                         |                                                                  
|Expenses                                   |                         |                         |                                                                  
|                                           |                         |                         |                                                                  
|Acquisition costs written-off              |                        |                        | 347,815                                                          
|Amortization                               | 2,534                   | 3,270                   | 23,938                                                           
|Bad debts                                  |                        |                        | 20,658                                                           
|Consulting and management fees (Note 4(a)) | 75,925                  | 38,149                  | 799,788                                                          
|Investor and public relations              |                        |                        | 94,268                                                           
|Office, rent and telephone (Note 4(b))     | 51,777                  | 46,073                  | 538,681                                                          
|Professional fees (Note 4(c))              | 137,005                 | 48,393                  | 811,311                                                          
|Transfer agent and regulatory fees         | 17,725                  | 16,894                  | 150,076                                                          
|Travel and promotion                       | 20,254                  | 6,524                   | 343,795                                                          
|Write-down of property and equipment       | 2,066                   |                        | 2,066                                                            
|                                           |                         |                         |                                                                  
|Total Expenses                             | 307,286                 | 159,303                 | 3,132,396                                                        
|                                           |                         |                         |                                                                  
|Loss from Operations                       | (307,286)               | (159,303)               | (3,132,396)                                                      
|                                           |                         |                         |                                                                  
|Other Income (Expense)                     |                         |                         |                                                                  
|                                           |                         |                         |                                                                  
|Accounts payable written-off               |                        |                        | 49,341                                                           
|Gain on debt derecognition                 | 12,393                  | 40,526                  | 52,919                                                           
|Interest and other income                  |                        | 3,389                   | 17,118                                                           
|Provision for advances receivable          |                        |                        | (75,943)                                                         
|                                           |                         |                         |                                                                  
|Total Other Income (Expense)               | 12,393                  | 43,915                  | 43,435                                                           
|                                           |                         |                         |                                                                  
|Net Loss Before Discontinued Operations    | (294,893)               | (115,388)               | (3,088,961)                                                      
|                                           |                         |                         |                                                                  
|Loss from Discontinued Operations          |                        |                        | (1,734,279)                                                      
|                                           |                         |                         |                                                                  
|Net Loss for the Period                    | (294,893)               | (115,388)               | (4,823,240)                                                      
|                                           |                         |                         |                                                                  
|Net Loss Per Share, Basic and Diluted      | (0.02)                  | (0.01)                  |                                                                  
|                                           |                         |                         |                                                                  
|Weighted Average Shares Outstanding        | 18,819,084              | 14,512,235              |                                                                  





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





6



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BI-OPTIC VENTURES INC.

(A Development Stage Company)

Statements of Stockholders Equity (Deficit)

From February 29, 2004 to February 28, 2010

(expressed in Canadian dollars)





|                                                                       |              |              |                                            |            |             |          
|---------------------------------------------------------------------- | ------------ | ------------ | ------------------------------------------ | ---------- | ----------- | ---------
|                                                                       | Common Stock | Common Stock | Deficit
Accumulated
During the
Development |           
|                                                                       | Shares       |              | Amount                                     | Subscribed | Stage       | Total    
|                                                                       | #            |              | $                                          | $          | $           | $        
|                                                                       |              |              |                                            |            |             |          
|Balance, February 29, 2004                                             | 5,164,235    |              | 2,719,192                                  | 48,400     | (2,913,692) | (146,100)
|                                                                       |              |              |                                            |            |             |          
|Shares issued pursuant to a private placement at $0.16 per share       | 1,500,000    |              | 240,000                                    | (48,400)   |            | 191,600  
|                                                                       |              |              |                                            |            |             |          
|Shares issued pursuant to the exercise of warrants at $0.215 per share | 350,000      |              | 75,250                                     |           |            | 75,250   
|                                                                       |              |              |                                            |            |             |          
|Share issuance costs                                                   |             |              | (9,912)                                    |           |            | (9,912)  
|                                                                       |              |              |                                            |            |             |          
|Net loss for the year                                                  |             |              |                                           |           | (293,380)   | (293,380)
|                                                                       |              |              |                                            |            |             |          
|Balance, February 28, 2005                                             | 7,014,235    |              | 3,024,530                                  |           | (3,207,072) | (182,542)
|                                                                       |              |              |                                            |            |             |          
|Shares issued pursuant to a private placement at $0.25 per share       | 929,000      |              | 232,250                                    |           |            | 232,250  
|                                                                       |              |              |                                            |            |             |          
|Shares issued pursuant to the exercise of warrants at $0.215 per share | 1,150,000    |              | 247,250                                    |           |            | 247,250  
|                                                                       |              |              |                                            |            |             |          
|Share issuance costs                                                   |             |              | (11,550)                                   |           |            | (11,550) 
|                                                                       |              |              |                                            |            |             |          
|Net loss for the year                                                  |             |              |                                           |           | (199,802)   | (199,802)
|                                                                       |              |              |                                            |            |             |          
|Balance, February 28, 2006                                             | 9,093,235    |              | 3,492,480                                  |           | (3,406,874) | 85,606   
|                                                                       |              |              |                                            |            |             |          
|Shares issued pursuant to the exercise of warrants at $0.30 per share  | 919,000      |              | 275,700                                    |           |            | 275,700  
|                                                                       |              |              |                                            |            |             |          
|Net loss for the year                                                  |             |              |                                           |           | (407,597)   | (407,597)
|                                                                       |              |              |                                            |            |             |          
|Balance, February 28, 2007                                             | 10,012,235   |              | 3,768,180                                  |           | (3,814,471) | (46,291) 
|                                                                       |              |              |                                            |            |             |          
|Net loss for the year                                                  |             |              |                                           |           | (303,775)   | (303,775)
|                                                                       |              |              |                                            |            |             |          
|Balance, February 29, 2008                                             | 10,012,235   |              | 3,768,180                                  |           | (4,118,246) | (350,066)
|                                                                       |              |              |                                            |            |             |          
|Shares issued pursuant to a private placement at $0.11 per share       | 4,500,000    |              | 495,000                                    |           |            | 495,000  
|                                                                       |              |              |                                            |            |             |          
|Share issuance costs                                                   |             |              | (19,635)                                   |           |            | (19,635) 
|                                                                       |              |              |                                            |            |             |          
|Net loss for the year                                                  |             |              |                                           |           | (294,713)   | (294,713)
|                                                                       |              |              |                                            |            |             |          
|Balance, February 28, 2009                                             | 14,512,235   |              | 4,243,545                                  |           | (4,412,959) | (169,414)
|                                                                       |              |              |                                            |            |             |          
|Net loss for the year                                                  |             |              |                                           |           | (115,388)   | (115,388)
|                                                                       |              |              |                                            |            |             |          
|Balance, February 28, 2010                                             | 14,512,235   |              | 4,243,545                                  |           | (4,528,347) | (284,802)
|                                                                       |              |              |                                            |            |             |          
|Shares issued pursuant to a private placement at $0.10 per share       | 6,000,000    |              | 600,000                                    |           |            | 600,000  
|                                                                       |              |              |                                            |            |             |          
|Share issuance costs                                                   |             |              | (35,450)                                   |           |            | (35,450) 
|                                                                       |              |              |                                            |            |             |          
|Net loss for the year                                                  |             |              |                                           |           | (294,893)   | (294,893)
|                                                                       |              |              |                                            |            |             |          
|Balance  February 28, 2011                                            | 20,512,235   |              | 4,808,095                                  |           | (4,823,240) | (15,145) 



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





7



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BI-OPTIC VENTURES INC.

(A Development Stage Company)

Statements of Cash Flows

(expressed in Canadian dollars)



|                                                                           |                         |                         |                                                                  
|-------------------------------------------------------------------------- | ----------------------- | ----------------------- | -----------------------------------------------------------------
|                                                                           | Year Ended February 28, | Year Ended February 28, | Accumulated from May 31, 1984 (Date of Inception) to February 28,
|                                                                           | 2011                    | 2010                    | 2011                                                             
|                                                                           | $                       | $                       | $                                                                
|Operating Activities                                                       |                         |                         |                                                                  
|Net loss for the period                                                    | (294,893)               | (115,388)               | (4,823,240)                                                      
|                                                                           |                         |                         |                                                                  
|Adjustments to reconcile net loss to net cash used in operating activities |                         |                         |                                                                  
|                                                                           |                         |                         |                                                                  
|Acquisition costs written-off                                              |                        |                        | 347,815                                                          
|Amortization                                                               | 2,534                   | 3,270                   | 25,540                                                           
|Bad debts                                                                  |                        |                        | 20,658                                                           
|Gain on debt derecognition                                                 | (12,393)                | (40,526)                | (52,919)                                                         
|Provision for advances receivable                                          |                        |                        | 464,169                                                          
|Write-down of property and equipment                                       | 2,066                   |                        | 2,066                                                            
|                                                                           |                         |                         |                                                                  
|Changes in operating assets and liabilities                                |                         |                         |                                                                  
|                                                                           |                         |                         |                                                                  
|Amounts receivable                                                         | (8,972)                 | 2,313                   | (31,074)                                                         
|Advances receivable                                                        |                        |                        | (65,447)                                                         
|Prepaid expenses                                                           | 938                     | (5,021)                 | (4,500)                                                          
|Accounts payable and accrued liabilities                                   | (17,277)                | 15,235                  | 303,123                                                          
|                                                                           |                         |                         |                                                                  
|Net Cash Used in Operating Activities                                      | (327,997)               | (140,117)               | (3,813,809)                                                      
|                                                                           |                         |                         |                                                                  
|Investing Activities                                                       |                         |                         |                                                                  
|                                                                           |                         |                         |                                                                  
|Net cash used in discontinued operations                                   |                        |                        | (362,241)                                                        
|Acquisition of property and equipment                                      | (3,195)                 |                        | (33,070)                                                         
|                                                                           |                         |                         |                                                                  
|Net Cash Used in Investing Activities                                      | (3,195)                 |                        | (395,311)                                                        
|                                                                           |                         |                         |                                                                  
|Financing Activities                                                       |                         |                         |                                                                  
|                                                                           |                         |                         |                                                                  
|Proceeds from loans payable                                                |                        |                        | 120,409                                                          
|Repayment of loans payable                                                 |                        |                        | (80,000)                                                         
|Bank overdraft                                                             | (844)                   | 844                     |                                                                 
|Due to related parties                                                     | (225,100)               | 141,175                 |                                                                 
|Proceeds from issuance of common shares                                    | 600,000                 |                        | 4,263,051                                                        
|Share issuance costs                                                       | (35,450)                |                        | (76,547)                                                         
|                                                                           |                         |                         |                                                                  
|Net Cash Provided by Financing Activities                                  | 338,606                 | 142,019                 | 4,226,913                                                        
|                                                                           |                         |                         |                                                                  
|Effect of Exchange Rate Changes on Cash                                    |                        | (2,197)                 | (10,379)                                                         
|                                                                           |                         |                         |                                                                  
|Increase (Decrease) in Cash                                                | 7,414                   | (295)                   | 7,414                                                            
|                                                                           |                         |                         |                                                                  
|Cash, Beginning of Period                                                  |                        | 295                     |                                                                 
|                                                                           |                         |                         |                                                                  
|Cash, End of Period                                                        | 7,414                   |                        | 7,414                                                            
|                                                                           |                         |                         |                                                                  
|Non-cash Investing and Financing Activities                                |                         |                         |                                                                  
|Shares issued to settle debt                                               |                        |                        | 247,791                                                          
|Shares issued for finders fees                                            |                        |                        | 50,400                                                           
|Shares issued to acquire mineral properties                                |                        |                        | 275,000                                                          
|                                                                           |                         |                         |                                                                  
|Supplemental Disclosures                                                   |                         |                         |                                                                  
|Interest paid                                                              |                        |                        |                                                                 
|Income tax paid                                                            |                        |                        |                                                                 



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



8



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BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years Ended February 28, 2011 and 2010

(expressed in Canadian dollars)





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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities. 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 February 28, 2011, the Company has a working capital deficit of $20,610 and has accumulated losses of $4,823,240 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.



(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 valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.



(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 at the following rates:



Computer equipment

30% declining balance

Furniture and equipment

20% declining balance

Leasehold improvements

5 years straight-line



9



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BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years Ended February 28, 2011 and 2010

(expressed in Canadian dollars)





2.

Summary of Significant Accounting Policies (continued)



(e)

Long-lived Assets

In accordance with ASC 360, Property, Plant, and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.



(f)

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, 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 carry forwards. 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 reduce deferred tax assets to the amount that is believed more likely than not to be realized.

As of February 28, 2011 and 2010, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The Company files federal and provincial income tax returns in Canada. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. The open taxation years range from 2008 to 2010. Tax authorities of Canada have not audited any of the Companys income tax returns for the open taxation years noted above.

The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended February 28, 2011 and 2010, there were no charges for interest or penalties.



(g)

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation  Stock Compensation and ASC 505, Equity Based Payments to Non-Employees, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.



10



---

BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years Ended February 28, 2011 and 2010

(expressed in Canadian dollars)





2.

Summary of Significant Accounting Policies (continued)



(h)

Financial Instruments

ASC 820, Fair Value Measurements and Disclosures requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 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. ASC 820 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.

The Companys financial instruments consist principally of cash, amounts receivables, accounts payable, accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.



(i)

Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at February 28, 2011 and 2010, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements



(j)

Loss per Share

The Company computes loss per share in accordance with ASC 260, "Earnings per Share". ASC 260 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.



11



---

BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years Ended February 28, 2011 and 2010

(expressed in Canadian dollars)





2.

Summary of Significant Accounting Policies (continued)



(k)

Recent Accounting Pronouncements

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosures, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of the applicable standard on March 1, 2010 did not have a material effect on the Companys financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.



3.

Property and Equipment



|                        |        |  |                            |  |                           |  |                          
|----------------------- | ------ |  | -------------------------- |  | ------------------------- |  | -------------------------
|                        | Cost
$ |  | Accumulated
Amortization
$ |  | 2011
Net Carrying
Value
$ |  | 2010
Net Carrying
Value
$
|                        |        |  |                            |  |                           |  |                          
|Computer equipment      | 9,238  |  | 4,899                      |  | 4,339                     |  | 4,385                    
|Furniture and equipment | 6,932  |  | 6,422                      |  | 510                       |  | 638                      
|Leasehold improvements  | 6,157  |  | 5,541                      |  | 616                       |  | 1,847                    
|                        |        |  |                            |  |                           |  |                          
|                        | 22,327 |  | 16,862                     |  | 5,465                     |  | 6,870                    



4.

Related Party Transactions



(a)

During the year ended February 28, 2011, the Company incurred $30,000 (2010 - $30,000) in management fees to a company controlled by the President of the Company.



(b)

During the year ended February 28, 2011, the Company incurred $30,000 (2010 - $30,000) in rent and administrative services to a company controlled by the President of the Company and a director.



(c)

During the year ended February 28, 2011, the Company incurred $24,000 (2010 - $24,000) in professional fees to a company controlled by a director.



(d)

As at February 28, 2011, an amount of $nil (2010 - $53,050) is owed to the spouse of the President of the Company which is non-interest bearing, unsecured, and due on demand.



(e)

As at February 28, 2011, an amount of $nil (2010 - $134,850) is owed to companies controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand.



(f)

As at February 28, 2011, an amount of $nil (2010 - $29,400) is owed to a company controlled by a director of the Company which is non-interest bearing, unsecured, and due on demand.



(g)

As at February 28, 2011, an amount of $nil (2010 - $7,800) is owed to the President of the Company which is non-interest bearing, unsecured, and due on demand.





12



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BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years Ended February 28, 2011 and 2010

(expressed in Canadian dollars)





5.

Share Capital



On June 11, 2010, the Company issued 6,000,000 units at $0.10 per unit for proceeds of $600,000. Each unit consisted of one common share and one share purchase warrant. Each whole share purchase warrant entitles the holder to acquire an additional common share at an exercise price of $0.15 for a period of one year. The Company incurred share issuance costs of $35,450 in connection with this private placement.



6.

Share Purchase Warrants



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



|                            |                    |  |                                  
|--------------------------- | ------------------ |  | ---------------------------------
|                            | Number of warrants |  | Weighted average
exercise price
$
|Balance, February 28, 2009  | 4,500,000          |  | 0.14                             
|                            |                    |  |                                  
|Expired                     | (4,500,000)        |  | 0.14                             
|                            |                    |  |                                  
|Balance, February 28 , 2010 |                   |  |                                 
|                            |                    |  |                                  
|Issued                      | 6,000,000          |  | 0.15                             
|                            |                    |  |                                  
|Balance, February 28, 2011  | 6,000,000          |  | 0.15                             



As at February 28, 2011, the following share purchase warrants were outstanding:



|                   |                  |              
|------------------ | ---------------- | -------------
|Number of warrants | Exercise
price
$ | Expiry Date  
|                   |                  |              
|6,000,000          | 0.15             | June 11, 2011



7.

Income Taxes



The Company is subject to Canadian federal and provincial income taxes at a combined rate of 28.17% (2010  30.84%). The reconciliation of the provision for income taxes at the combined Canadian federal and provincial statutory rate compared to the Companys income tax expense as reported is as follows:

|                                                   |          |         
|-------------------------------------------------- | -------- | --------
|                                                   | 2011
$   | 2010
$  
|                                                   |          |         
|Income tax recovery computed at the statutory rate | (83,062) | (35,584)
|                                                   |          |         
|Permanent differences and other                    | (6,795)  | (63,648)
|Change in enacted tax rates                        | 2,988    | 641     
|True up of prior year difference                   | 24,842   |        
|Expiry of non-capital loss                         | 33,470   | 39,642  
|Change in valuation allowance                      | 28,557   | 58,949  
|                                                   |          |         
|Income tax provision                               |         |        





13



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BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years Ended February 28, 2011 and 2010

(expressed in Canadian dollars)





7.

Income Taxes (continued)

Significant components of the Companys deferred income tax assets as at February 28, 2011 and 2010, after applying enacted corporate income tax rates, are as follows:

|                                   |           |          
|---------------------------------- | --------- | ---------
|                                   | 2011
$    | 2010
$   
|                                   |           |          
|Deferred income tax assets         |           |          
|                                   |           |          
|Non capital losses carried forward | 458,431   | 442,097  
|Net capital losses carried forward | 52,280    | 47,214   
|Property and equipment             | 5,524     | 4,374    
|Share issuance costs               | 9,053     | 3,046    
|Valuation allowance                | (525,288) | (496,731)
|                                   |           |          
|Net deferred income tax asset      |          |         

As at February 28, 2011, the Company has non-capital losses carried forward of $1,833,725 which are available to offset future years taxable income. These losses expire as follows:

|     |   |          
|---- | - | ---------
|2015 | $ | 286,893  
|2026 |   | 198,629  
|2027 |   | 408,015  
|2028 |   | 299,166  
|2029 |   | 225,446  
|2030 |   | 112,200  
|2031 |   | 303,376  
|     |   |          
|     | $ | 1,833,725



8.

Subsequent Event



In March 2011, the Company received loans payable of $3,000 from a company controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand.













14



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PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES



2.  Plan of acquisition, reorganization, arrangement, liquidation, or

succession:  No Disclosure Necessary



3.  Articles of Incorporation/By-Laws:

Incorporated by reference to Form 20-FR Registration Statement, as

amended and Form 6-Ks and Form 8-Ks.



4.  Instruments defining the rights of holders, incl. indentures

--- Refer to Exhibit #3 ---



9.  Voting Trust Agreements:  No Disclosure Necessary.



10.  Material Contracts:

Incorporated by reference to Form 20-FR Registration Statement, as

amended and Form 6-Ks and Form 8-Ks

11.  Statement re Computation of Per Share Earnings:  No Disclosure Necessary

13.  Annual or quarterly reports, Form 10-Q:  No Disclosure Necessary

14.  Code of Ethics:  Incorporated by reference to Form 8-Ks

16.  Letter on Change of Certifying Accountant: No Disclosure Necessary

18.  Letter on change in accounting principles:  No Disclosure Necessary

21.  Subsidiaries of the Registrant:  No Disclosure Necessary

22.  Published report regarding matters submitted to vote: No Disclosure

Necessary

23.  Consent of Experts and Counsel: No Disclosure Necessary

24.  Power of Attorney: No Disclosure Necessary

31.  Rule 13a/15d-14(a) Certifications  attached

32.  Section 1350 Certifications  attached

33.  Report on assessment of compliance with servicing criteria for

asset-backed issuers:       No Disclosure Necessary

34.  Attestation Report on assessment of compliance with servicing

criteria for asset-backed securities:  No Disclosure Necessary

35.  Servicer Compliance Statement:  No Disclosure Necessary

99.  Additional Exhibits:  No Disclosure Necessary

100. XBRL Related Documents:  No Disclosure Necessary



15



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SIGNATURE PAGE





Pursuant to the requirements of Section 12g of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 10-K and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.



Bi-Optic Ventures Inc. -- SEC File # 000-49685

Registrant







|                                                  
|--------------------------------------------------
|                                                  
|Dated: February 6, 2012          By /s/ Harry Chew
|Harry Chew, President/CEO/CFO/Director            
|                                                  
|                                                  
|Dated: February 6, 2012          By /s/ Sonny Chew
|Sonny Chew, Secretary/Director                    
|                                                  













16