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, 2015

[ ]         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 registrant as specified in its charter)

1030 West Georgia Street #1518, Vancouver, British Columbia, Canada  V6E 2Y3

(Address of principal executive offices)

Issuer’s Telephone Number: 604-689-2646

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.  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 ___    No XXX

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 07/14/2015: 12,842,009 Common Shares w/o par value

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PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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Approved and authorized for issuance by the Board of Directors on July 14, 2015:

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

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

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

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BI-OPTIC VENTURES INC.

Notes to the Financial Statements

Three months ended May 31, 2015

(expressed in Canadian dollars)

(unaudited)

1.

Basis of Presentation

The accompanying financial statements of Bi-Optic Ventures Inc. (the “Company”) should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

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, 2015, the Company has no source of revenue and has accumulated losses of $5,757,765 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.

Significant Accounting Policies

(a)

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 May 31, 2015 and February 28, 2015, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements

(b)

Recent Accounting Pronouncements

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.

Prepaid Expenses

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BI-OPTIC VENTURES INC.

Notes to the Financial Statements

Three months ended May 31, 2015

(expressed in Canadian dollars)

(unaudited)

4.

Property and Equipment

5.

Related Party Transactions

(a)

During the three months ended May 31, 2015, the Company incurred $7,500 (2014 - $7,500) in management fees to a company controlled by the President of the Company. As at May 31, 2015, prepaid expenses include a prepayment of $4,125 (February 28, 2015 - $10,500).

(b)

During the three months ended May 31, 2015, the Company incurred $7,500 (2014 - $7,500) in rent and administrative services to a company controlled by the President and a former director of the Company. As at May 31, 2015, prepaid expenses include a prepayment of $25,275 (February 28, 2015 - $19,500).

(c)

During the three months ended May 31, 2015, the Company incurred $6,000 (2014 - $6,000) in professional fees to a company controlled by a former director of the Company. As at May 31, 2015, prepaid expenses include a prepayment of $2,100 (February 28, 2015 - $8,400).

6.

Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

As at May 31, 2015, the following share purchase warrants were outstanding:

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PART II – OTHER INFORMATION

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 5/31/2015 had an accumulated deficit of $5,757,765.

Operating expenses for the three months ended 5/31/2015 were $93,643 compared to $37,983 for the same period last year.  Consulting/management fees were higher ($54,711 vs. $9,125).  Professional fees were also higher ($25,032 vs. $13,224). “Office/rent/telephone” increased ($11,436 vs. $7,787).  Net loss was significantly lower, ($63,643 vs. $235,680) mainly due to the $197,697 loss on the settlement of debts to related parties in the same period last year.  Net loss per share was $0.01 vs $0.09 in the prior year period.

Liquidity and Capital Resources

The Company had working capital of $142,260 at 5/31/15, compared to working capital of $235,815 at 2/28/2015.  Net cash used in operating activities for the three months ended 5/31/15 was $73,062 vs. $11,398 in the prior year period. The Company had no investing activities. Net cash provided by financing activities for the three months ended 5/31/15 was $nil versus $12,629 in the prior year period.

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 interim report on Form 10-Q, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company has evaluated its disclosure controls and procedures as of May 31, 2015, and concluded the disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described in our annual report on Form 10-K for the year ended February 28, 2015.

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 May 31, 2015 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

          Not Applicable

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.  MINE SAFETY DISCLOSURES

         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), CEO

Certification required by Rule 13a-14(a) or Rule 15d-14(a), CFO

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, CEO

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, CFO

101.INS:     XBRL Instance Document

101.SCH:     XBRL Taxonomy Extension Schema Document

101.CAL:     XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF:     XBRL Taxonomy Extension Definition Linkbase Document

101.LAB:     XBRL Taxonomy Extension Label Linkbase Document

101.PRE:     XBRL Taxonomy Extension Presentation Linkbase Document

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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 15, 2015          /s/ Michael Withrow                            

                                Michael Withrow, CEO/Director

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