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~~August 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)


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

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 0710/14/2015: 12,842,009 Common Shares w/o par value

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BI-OPTIC VENTURES INC. Condensed Financial Statements ~~Three~~Six Months Ended ~~May~~August 31, 2015 (Expressed in Canadian dollars) (unaudited)

BI-OPTIC VENTURES INC. Balance Sheets (expressed in Canadian dollars)
	May 31,	February 28,
	2015 $ (unaudited)	2015 $ (audited)
Assets
Current Assets
Cash	135,412	208,475
Amounts receivable	2,975	3,650
Prepaid expenses (Note 3)	38,729	68,400
Total Current Assets	177,116	280,525
Property and equipment (Note 4)	1,163	1,251
Total Assets	178,279	281,776
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable	34,856	44,710
Total Liabilities	34,856	44,710
Going Concern (Note 1)
Stockholders’ Equity
Common stock: unlimited common shares authorized without par value; 12,842,009 shares issued and outstanding	5,901,188	5,901,188
Deficit	(5,757,765)	(5,664,122)
Total Stockholders’ Equity	143,423	237,066
Total Liabilities and Stockholders’ Equity	178,279	281,776

BI-OPTIC VENTURES INC.

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

~~/s/~~(expressed ~~“Harry~~in ~~Chew”~~Canadian ~~/s/ “Michael Withrow” Harry Chew, Director Michael Withrow, Director~~dollars)

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


	August 31,	February 28,
	2015 $	2015 $
	(unaudited)

Assets

Current Assets

Cash	112,906	208,475
Amounts receivable	2,321	3,650
Prepaid expenses and deposits (Note 3)	24,192	68,400

Total Current Assets	139,419	280,525

Property and equipment (Note 4)	1,074	1,251

Total Assets	140,493	281,776

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable	34,389	44,710
Due to related parties (Note 5)	7,950	–

Total Liabilities	42,339	44,710


Going Concern (Note 1)
Subsequent Event (Note 7)

Stockholders’ Equity

Common stock: unlimited common shares authorized without par value: 12,842,009 shares issued and outstanding	5,901,188	5,901,188

Deficit	(5,803,034)	(5,664,122)

Total Stockholders’ Equity	98,154	237,066

Total Liabilities and Stockholders’ Equity	140,493	281,776

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

BI-OPTIC VENTURES INC. Statements of Operations (expressed in Canadian dollars) (Unaudited)
	Three months ended May 31,	Three months ended May 31,
	2015	2014
	$	$
Expenses
Amortization	88	125
Consulting and management fees (Note 5)	54,711	9,125
Office, rent and telephone (Note 5)	11,436	7,787
Professional fees (Note 5)	25,032	13,224
Transfer agent and regulatory fees	2,376	1,592
Travel and promotion	–	6,130
Total Expenses	93,643	37,983
Loss Before Other Expense	(93,643)	(37,983)
Other Expense
Loss on settlement of related party debt	–	(197,697)
Net Loss	(93,643)	(235,680)
Net Loss Per Share, Basic and Diluted	(0.01)	(0.09)
Weighted Average Shares Outstanding	12,842,009	2,515,383

BI-OPTIC VENTURES INC.

~~(The~~Condensed ~~accompanying~~Statements ~~notes are an integral part~~ of ~~these financial statements)~~Operations

(expressed in Canadian dollars)

(Unaudited)


	Three months ended August 31,	Three months ended August 31,	Six months ended August 31,	Six months ended August 31,
	2015	2014	2015	2014
	$	$	$	$

Expenses

Amortization	89	125	177	249
Consulting and management fees (Note 5)	7,500	9,125	62,211	18,250
Office, rent and telephone (Note 5)	18,848	8,793	30,284	16,580
Professional fees (Note 5)	14,980	16,912	40,012	30,137
Transfer agent and regulatory fees	3,852	7,077	6,228	8,669
Travel and promotion	–	2,096	–	8,226

Total Expenses	45,269	44,128	138,912	82,111

Loss Before Other Expense	(45,269)	(44,128)	(138,912)	(82,111)

Other Expense

Loss on settlement of related party debt (Note 5)	–	–	–	(197,697)

Net Loss	(45,269)	(44,128)	(138,912)	(279,808)

Net Loss Per Share, Basic and Diluted	–	–	(0.01)	(0.01)

Weighted Average Shares Outstanding	12,842,009	28,420,135	12,842,009	26,786,982

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

BI-OPTIC VENTURES INC. Statements of Cash Flows (expressed in Canadian dollars)
	Three months ended May 31,	Three months ended May 31,
	2015	2014
	$	$
Operating Activities
Net loss	(93,643)	(235,680)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	88	125
Loss on settlement of related party debt	–	197,697
Changes in operating assets and liabilities:
Amounts receivable	675	204
Prepaid expenses	29,671	–
Accounts payable and accrued liabilities	(9,854)	4,205
Due to related parties	–	22,051
Net Cash Used in Operating Activities	(73,063)	(11,398)
Financing Activities
Bank overdraft	–	(71)
Proceeds from related parties	–	114,060
Repayment to related parties	–	(101,360)
Net Cash Provided by Financing Activities	–	12,629
Increase in Cash	(73,063)	1,231
Cash, Beginning of Year	208,475	–
Cash, End of Year	135,412	1,231
Non-cash Investing and Financing Activities:
Shares issued to settle related party debt	–	593,093
Supplemental Disclosures:
Interest paid	–	–
Income tax paid	–	–

BI-OPTIC VENTURES INC.

~~(The~~Condensed ~~accompanying~~Statements ~~notes are an integral part~~ of ~~these~~Cash ~~financial statements)~~Flows

(expressed in Canadian dollars)

(Unaudited)


	Six months ended August 31,	Six months ended August 31,
	2015	2014
	$	$

Operating Activities

Net loss	(138,912)	(279,808)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	177	249
Loss on settlement of related party debt	–	197,697

Changes in operating assets and liabilities:
Amounts receivable	1,329	(696)
Prepaid expenses and deposits	44,208	(2,404)
Accounts payable and accrued liabilities	(10,321)	8,126
Due to related parties	7,950	44,100

Net Cash Used in Operating Activities	(95,569)	(32,736)

Financing Activities

Bank overdraft	–	506
Proceeds from related parties	–	136,190
Repayment to related parties	–	(103,960)

Net Cash Provided by Financing Activities	–	32,736

Decrease in Cash	(95,569)	–

Cash, Beginning of Period	208,475	–

Cash, End of Period	112,906	–

Non-cash Investing and Financing Activities:
Shares issued to settle related party debt	–	593,093

Supplemental Disclosures:
Interest paid	–	–
Income tax paid	–	–

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

BI-OPTIC VENTURES INC.

Notes to the Condensed Financial Statements

~~Three~~August ~~months ended May~~ 31, 2015

(expressed in Canadian dollars)

(unaudited)

1. Basis of Presentation

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~~August 31, 2015, the Company has no source of revenue and has accumulated losses of $5,~~757~~803,~~765~~034 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

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~~ August 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 and Deposits

Prepaid Expenses


	August 31, 2015 $	February 28, 2015 $

Consulting fees	–	30,000
Management fees (Note 5(c))	–	10,500
Professional fees (Note 5(e))	1,000	8,400
Rent and administrative services (Note 5(d))	23,192	19,500

	24,192	68,400

	May 31, 2015 $	February 28, 2015 $
Consulting fees	–	30,000
Filing fees	437	–
Management fees (Note 5(a))	4,125	10,500
Professional fees (Note 5(c))	3,100	8,400
Rent and administrative services (Note 5(b))	31,067	19,500
	38,729	68,400

BI-OPTIC VENTURES INC.

Notes to the Condensed Financial Statements

~~Three~~August ~~months ended May~~ 31, 2015

(expressed in Canadian dollars)

(unaudited)

4. Property and Equipment

Property and Equipment


	Cost $	Accumulated Amortization $	August 31, 2015 Net Carrying Value $	February 28, 2015 Net Carrying Value $
Computer equipment	9,238	8,353	885	1,042
Furniture and equipment	6,932	6,743	189	209
	16,170	15,096	1,074	1,251

	Cost $	Accumulated Amortization $	May 31, 2015 Net Carrying Value $	February 28, 2015 Net Carrying Value $
Computer equipment	9,238	8,274	964	1,042
Furniture and equipment	6,932	6,733	199	209
	16,170	15,007	1,163	1,251

5. Related Party Transactions

Related Party Transactions

(a)

~~During~~As ~~the~~at ~~three~~August ~~months ended May~~ 31, 2015, the ~~Company~~amount ~~incurred~~of $73,~~500~~750 (~~2014~~February 28, 2015 - $~~7,500~~nil) inis ~~management~~owed ~~fees~~ to a company controlled by the President of the Company. Aswhich atis ~~May~~non-interest 31bearing, ~~2015~~unsecured, ~~prepaid~~and ~~expenses~~due ~~include~~on ~~a prepayment of $4,125 (February 28, 2015 - $10,500)~~demand.

(b)

~~During~~As ~~the~~at ~~three~~August ~~months ended May~~ 31, 2015, the ~~Company~~amount ~~incurred~~of $74,~~500~~200 (~~2014~~February 28, 2015 - $~~7,500~~nil) inis ~~rent~~owed ~~and administrative services~~ to a company controlled by ~~the President and~~ a former director of the Company. Aswhich atis ~~May~~non-interest 31bearing, ~~2015~~unsecured, ~~prepaid~~and ~~expenses~~due ~~include~~on ~~a prepayment of $25,275 (February 28, 2015 - $19,500)~~demand.

(c)

During the ~~three~~six months ended ~~May~~August 31, 2015, the Company incurred $615,000 (2014 - $615,000) in ~~professional~~management fees to a company controlled by athe ~~former~~President ~~director~~ of the Company. As at ~~May~~ August 31, 2015, prepaid expenses include a prepayment of $~~2,100~~nil (February 28, 2015 - $810,~~400~~500).

6.(d)

~~Share~~During ~~Purchase~~the ~~Warrants~~six months ended August 31, 2015, the Company incurred $15,000 (2014 - $15,000) in rent and administrative services to a company controlled by the President and a director of the Company. As at August 31, 2015, prepaid expenses include a prepayment of $17,400 (February 28, 2015 - $19,500).

(e)

During the six months ended August 31, 2015, the Company incurred $12,000 (2014 - $12,000) in professional fees to a company controlled by a director. As at August 31, 2015, prepaid expenses include a prepayment of $nil (February 28, 2015 – $8,400).

(f)

On April 7, 2014, the Company issued 1,054,700 shares of common stock with a fair value of $79,102 to settle debt of $52,735 owed to a company controlled by the President of the Company. This resulted in a loss on settlement of debt of $26,367 for the six months ended August 31, 2014.

(g)

On April 7, 2014, the Company issued 3,286,200 shares of common stock with a fair value of $246,465 to settle debt of $164,310 owed to a company controlled by the President and a director of the Company. This resulted in a loss on settlement of debt of $82,155 for the six months ended August 31, 2014.

(h)

On April 7, 2014, the Company issued 462,000 shares of common stock with a fair value of $34,650 to settle debt of $23,100 owed to a company controlled by a director of the Company. This resulted in a loss on settlement on debt of $11,550 for the six months ended August 31, 2014.

(i)

On April 7, 2014, the Company issued 2,029,800 shares of common stock with a fair value of $152,236 to settle debt of $101,491 owed to the spouse of the President of the Company. This resulted in a loss on settlement of debt of $50,745 for the six months ended August 31, 2014.

(j)

On April 7, 2014, the Company issued 1,075,200 shares of common stock with a fair value of $80,640 to settle debt of $53,760 owed to the spouse of a director of the Company. This resulted in a loss on settlement of debt of $26,880 for the six months ended August 31, 2014.

BI-OPTIC VENTURES INC.

Notes to the Condensed Financial Statements

August 31, 2015

(expressed in Canadian dollars)

(unaudited)

6. Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

	Number of Warrants	Weighted Average Exercise Price $
Balance, February 28, 2015 and May 31, 2015	10,000,000	0.15
Balance, February 28, 2015 and August 31, 2015	10,000,000	0.15

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

Number of warrants outstanding

Exercise

price

Expiry date

10,000,000

0.15

December 12, 2015

Subsequent Event

On October 1, 2015, the Company entered into an asset purchase agreement with Growthstar Technologies Inc., Ultimate Energy Savings Canada Inc., and Robert Huston (the "Vendors"). The Vendors operate a business in which they develop and market LED lighting technology, for use by the agricultural industry, retail consumers, wholesale buyers and government agencies. The Company will acquire the accounts receivable, inventory, equipment, and intellectual property from the Vendors by paying $60,000 and issuing 1,500,000 common shares. The Company intends to change its name to Arcturus Growthstar Technologies Inc. upon closing of this acquisition.

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 58/31/2015 had an accumulated deficit of $5,~~757~~803,~~765~~034.

Operating expenses for the ~~three~~six months ended 58/31/2015 were $93138,~~643~~912 compared to $3782,~~983~~111 for the same period last year. Consulting/management fees were higher ($5462,~~711~~211 vs. $918,~~125~~250). Professional fees were also higher ($2540,~~032~~012 vs. $1330,~~224~~137). “Office/~~rent~~Rent/~~telephone~~Telephone” increased ($1130,~~436~~284 vs. $716,~~787~~580). Net loss was significantly lower, ($63138,~~643~~912 vs. $~~235~~279,~~680~~808) mainly due to the $197,697 loss on the settlement of debts to related parties in the ~~same~~comparable period ~~last~~in ~~year~~2014. ~~Net~~Loss ~~loss~~ per share was $0.01 vs $0.0901 in the prior year period.

Liquidity and Capital Resources

The Company had working capital of $~~142~~97,~~260~~080 at 58/31/15, compared to ~~working capital of~~ $235,815 at 2/28/2015. The working capital decreased due to payment of operating expenditures. Net cash used in operating activities for the ~~three~~six months ended 58/31/15 was $7395,~~062~~569 vs. $1132,~~398~~736 in the prior year period. ~~The~~Net ~~Company~~cash ~~had~~used noin investing activities. for the six months ended 8/31/15 was $nil versus $nil in the prior year period. Net cash provided by financing activities for the ~~three~~six months ended 58/31/15 was $nil versus $1232,~~629~~736 in the prior year period.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

No Disclosure Necessary

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~~August 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~~six months ended ~~May~~August 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

910

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~~October 15, 2015 /s/ Michael Withrow

Michael Withrow, CEO/Director

1011

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