PINX:BOVKF Bi-Optic Ventures Inc Annual Report 10-K Filing - 2/29/2012

Effective Date 2/29/2012

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10-K


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

Fiscal Year Ended February 29, 2012


[ ] 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    [X] 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 registrants 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 30, 2012:  20,512,235 Shares


Page 1 of 41

Index to Exhibits on Page 40



1




BI-OPTIC VENTURES INC.

FORM 10-K ANNUAL REPORT

FISCAL 2011 ENDED FEBRUARY 29, 2012


TABLE OF CONTENTS



PART I

4

ITEM 1.   BUSINESS

4

ITEM 1A.  RISK FACTORS

7

ITEM 1B.  UNRESOLVED STAFF COMMENTS

10

ITEM 2.   DESCRIPTION OF PROPERTY

11

ITEM 3.   LEGAL PROCEEDINGS

11

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

11

PART II

11

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

11

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

14

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

16

ITEM 8.   FINANCIAL STATEMENTS

17

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

30

ITEM 9A.  CONTROLS AND PROCEDURES

30

ITEM 9B.  OTHER INFORMATION

31

PART III

32

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE

32

ITEM 11.  EXECUTIVE COMPENSATION

37

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS

38

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

39

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICE

40

PART IV

40

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

40

SIGNATURE PAGE

41











2






INTRODUCTION

Bi-optic Ventures Inc. is organized under the laws of British Columbia, Canada.  In this Annual Report, the “Company”, “Bi-Optic”, “we”, “our” and “us” refer to Bi-Optic Ventures Inc. (unless the context otherwise requires).  We refer you to the actual corporate documents for more complete information than may be contained in this Annual Report.  Our principal corporate offices are located at 1030 West Georgia Street, Suite #1518, Vancouver, British Columbia, Canada  V6E 2Y3.  Our telephone number is 604-689-2646.



BUSINESS OF BI-OPTIC VENTURES INC.

Bi-Optic Ventures Inc. has spent the last three years evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis.  On 9/20/2010, the Company entered into a letter of intent with Eidam Diagnostics Corporation (“Eidam”), and all of the shareholders of Eidam in a reverse takeover pursuant to which the Company has agreed to acquire 100% of the issued and outstanding shares of Eidam in exchange for up to 67,870,000 common shares or such other number as allowed by the TSX Venture Exchange.  The Company also agrees to reserve up to an additional 24,451,250 common shares of the Company to be issued on conversion of the preferred shares of Eidam, which may be issued as part of a private placement being completed concurrently to raise gross proceeds of up to $3,000,000.  The final terms and conditions of the Private Placement will be mutually agreed upon by the Company and Eidam.  On September 11, 2011 the Company announced that it had terminated its intention to proceed with the acquisition of Eidam.



FINANCIAL AND OTHER INFORMATION

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$”).



FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements, principally in ITEM #1, “Business” and ITEM #7, “Management's Discussion and Analysis or Plan of Operation”.  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 Annual 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.





3






PART I


ITEM 1.  BUSINESS


1.A.  General Development of Business


Introduction

Bi-Optic Ventures Inc. (hereinafter is also referred to as the “Company” and/or the “Registrant”) for during the last fiscal year had no material business activity, having spent the last couple of years evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis.


On 9/20/2010, the Company entered into a letter of intent with Eidam Diagnostics Corporation (“Eidam”), and all of the shareholders of Eidam in a reverse takeover pursuant to which the Company has agreed to acquire 100% of the issued and outstanding shares of Eidam in exchange for up to 67,870,000 common shares or such other number as allowed by the TSX Venture Exchange.  The Company also agrees to reserve up to an additional 24,451,250 common shares of the Company to be issued on conversion of the preferred shares of Eidam, which may be issued as part of a private placement being completed concurrently to raise gross proceeds of up to $3,000,000.  The final terms and conditions of the Private Placement will be mutually agreed upon by the Company and Eidam.  On September 11, 2011 the Company announced that it had terminated its intention to proceed with the acquisition of Eidam.


The Company's principal office is located at:

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

 Telephone: 604-689-2646

 Facsimile: 604-689-1289


The contact person is Harry Chew, President/CEO/CFO and Director.


The Company’s authorized capital includes an unlimited number of common shares without par value.  As of 2/29/2012, there were 20,512,235 common shares outstanding.  As of 5/30/2012, there were 20,512,235 common shares outstanding.


The Company's common shares are listed on the NEX Board of the TSX Venture Exchange in Canada with the symbol “BOV.H”.  The Company's common shares are listed on the OTC Bulletin Board in the United States with the symbol “BOVKF.OB”.


The Company's fiscal year ends on the last day of February.


The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).


Herein, all amounts are stated in Canadian Dollars, unless otherwise indicated.





4



History and Development

The Company was incorporated in British Columbia on 5/31/1984 under the name Golden Rock Resources Ltd.  The name was changed to Bismillah Ventures Inc. on 3/22/1993, to Royal Rock Ventures Inc. on 11/10/1997, and to Bi-Optic Ventures Inc. on 4/6/2001.


From incorporation through Fiscal 1997, the Company was involved in the exploration of mineral properties.


From July 1999 to February 2001, the Company was active in attempting to acquire Biopath Research Inc. (“Biopath”).  Biopath is engaged in the business of research regarding and the design and development of innovative medical diagnostic products for use in homes, hospitals and in physicians' offices as well as other point of care locations.  Pursuant to the 7/28/1999 purchase agreement, the Company agreed to: issue 2,625,000 performance common shares; issue 500,000 warrants at $1.12 per share in four equal installments; and to advance $300,000 to Biopath for demand promissory notes.  The Company advanced $248,600 and $49,797 during Fiscal 2000/Fiscal 2001; the monies advanced by the Company to Biopath, being $298,397 to date, are secured by a first fixed and floating charge upon all the assets of Biopath and an assignment of invention.  Effective February 2001, the Company ceased pursuing the acquisition of Biopath.  The Company wrote off $49,418 of deferred acquisition costs and $298,397 in secured advances to Biopath during Fiscal 2001.


On 3/31/2005, the Company requested a trading halt on the TSX Venture Exchange pending an announcement.  On 7/14/2005, the Company announced that negotiations regarding an acquisition during the prior four months were not successfully concluded; and the common stock resumed trading.  The Company is evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis; but none are yet probable.


On 3/22/2007, the Company agreed to acquire Pacific Bio-Pharmaceuticals, Inc. through the issuance of a maximum of 20,000,000 common shares and 2,500,000 warrants.  The Company also announced two planned private placements intended to raise up to $2 million dollar through the issuance of 4,000,000 units.  Also, the Company announced plans, pending completion of the acquisition, to name new officers/directors and to change the corporate name.  On 5/23/2008, the Company announced its intention not to proceed with the acquisition, private placement or name change.


On 9/20/2010, the Company entered into a letter of intent with Eidam Diagnostics Corporation (“Eidam”), and all of the shareholders of Eidam in a reverse takeover pursuant to which the Company has agreed to acquire 100% of the issued and outstanding shares of Eidam in exchange for up to 67,870,000 common shares or such other number as allowed by the TSX Venture Exchange.  The Company also agrees to reserve up to an additional 24,451,250 common shares of the Company to be issued on conversion of the preferred shares of Eidam, which may be issued as part of a private placement being completed concurrently to raise gross proceeds of up to $3,000,000.  On 9/16/2011, the Company announced that it had terminated its intention to acquire 100% of the shares of Eidam; the Company was unable to secure the necessary financing and sponsorship required to complete the Transaction.


Financings

The Company has financed its operations through funds raised public/private placements of common shares.  Also shares have been issued upon exercise of options and warrants; and as agent commissions.  Refer to ITEM #10.A.6 for additional information.


Fiscal Year

Nature of Share Issuance

Number of

Securities

Gross Amount

Fiscal 2012

Nil

Nil

$nil

Fiscal 2011

Private Placement of Units

6,000,000

$600,000

Fiscal 2010

Nil

Nil

$nil

Fiscal 2009

Private Placement of Units

4,500,000

$495,000




5




Capital Expenditures


Fiscal Year

Capital Expenditures

Purpose

Fiscal 2012

$nil

 

Fiscal 2011

$nil

 

Fiscal 2010

$nil

 

Fiscal 2009

$nil

 



1.B.  Financial Information About Segments: No Disclosure Necessary


1.C.  Narrative Description of Business

During 2002-2004, the Company was in negotiations to acquire a 50-percent undivided interest in two diamond properties located in the Otish Mountain, Quebec area; the Company has abandoned this attempt.  On 3/31/2005, the Company requested a trading halt on the TSX Venture Exchange pending an announcement regarding an acquisition; on 7/14/2005, the Company announced that negotiations during the prior four months were not successfully concluded; and the common stock resumed trading.  During 2005-2007, the Company was examining various business ventures and properties.


On 3/22/2007 the Company entered into an agreement with Pacific Bio-Pharmaceuticals, Inc. (“Pacific”), PRB Pharmaceuticals, Inc. ("PRB"), and all of the shareholders of Pacific pursuant to which the Company has agreed to acquire all of the issued and outstanding shares and share purchase warrants of Pacific in exchange for one common share and one share purchase warrant of the Company, as applicable (the "Acquisition").  On 5/23/2008, the Company announced its intention not to proceed with the acquisition, private placement or name change.  Effective 11/14/2007, Dr. Linda J. Allison was appointed President & Chief Executive Officer of the Company.  Harry Chew stepped down as President/CEO to facilitate the appointment of Dr. Allison.  Mr. Chew was appointed to the position of Co-Chairman and continued as Chief Financial Officer.  In addition, Dr. Terrance G. Owen, President & Chief Executive Officer of ALDA Pharmaceuticals, was appointed as Co-Chairman of the Company.  In April 2008, Linda Allison resigned as President/CEO.  In April 2008, Harry Chew was appointed President/CEO and resigned as Co-Chairman; he retained his position as CFO and as a Director.  Terrance G. Owen was appointed Chairman of the Board.


Since May 2008, the Company had been evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis.


On 9/20/2010, the Company entered into a letter of intent with Eidam Diagnostics Corporation (“Eidam”), and all of the shareholders of Eidam in a reverse takeover pursuant.  On 9/16/2011, the Company announced that it had terminated its intention to acquire 100% of the shares of Eidam.  The Company was unable to secure the necessary financing and sponsorship required to complete the transaction.





6






Seasonality: No Disclosure Necessary

Dependency upon Patents/Licenses/Processes: No Disclosure Necessary

Dependency upon Customers: No Disclosure Necessary


Employees

As of 5/30/2012, 2/29/2012, and 2/28/2011, the Company had two “employees”.  Its two executive officers have been responsible for the operations of the Company on a consulting basis.


1.D.  Financial Information About Geographic Areas: No Disclosure Necessary

1.E.  Available Information: Not applicable


1.F.  Reports to Security Holders

We file reports and other information with the Securities and Exchange Commission located at 100 F Street N.E., Washington, D.C. 20549; you may obtain copies of our filings with the SEC by accessing their website located at www.sec.gov.  Further, we also file reports under Canadian regulatory requirements on SEDAR; you may access our reports filed on SEDAR by accessing their website at www.sedar.com.


1.G.  Enforceability of Civil Liabilities

We are a British Columbia, Canada corporation.  While our principal operational office and our manufacturing facility are located in the United States, our principal executive office and many of our assets are located outside of the United States.  Additionally, a number of our directors and executive officers are residents of Canada.  It might not be possible for investors in the United States to collect judgments obtained in United States courts predicated on the civil liability provisions of U.S. securities legislation.  It could also be difficult to effect service of process in connection with any action brought in the United States upon such directors or executive officers. Execution by United States courts of any judgment obtained against us, or any of the directors, executive officers or experts identified in this prospectus or documents incorporated by reference herein, in United States courts would be limited to the assets, or the assets of such persons or corporations, as the case might be, in the United States.  The enforceability in Canada of United States judgments or liabilities in original actions in Canadian courts predicated solely upon the civil liability provisions of the federal securities laws of the United States is doubtful.



ITEM 1A.  RISK FACTORS

In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating the Company and its business.  This Annual Report contains forward-looking statements that involve risks and uncertainties.  The Company's actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include those discussed below and elsewhere in this Annual Report.


General Corporate Risks


Investors May Be Disadvantaged Because The Company Is Incorporated In Canada, Which Has Different Laws.

The articles/by-laws and the laws of Canada are different from those typical in the United States.  The typical rights of investors in Canadian companies differ modestly from those in the United States; refer to the relevant sections which are discussed in Section 9.A.5 and Section 10.B of this Annual Report.  Such differences may cause investors legal difficulties.




7





U.S. Investors May Not Be Able To Enforce Their Civil Liabilities Against The Company Or Its Directors, Controlling Persons And Officers.

It may be difficult to bring and enforce suits against the Company.  The Company is a corporation incorporated under the laws of the British Columbia, Canada.  All of the Company's directors are resident outside the United States, and all or substantial portions of their assets are located outside of the United States.  As a result, it may be difficult for U.S. holders of the Company’s common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.  In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against the Company or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.


Passive Foreign Investment Company (“PFIC”) Designation Could Lead To An Adverse Tax Situation For U.S. Investors.

U.S. investors in the Company could be subject to U.S. taxation at possibly adverse or higher rates and under a system that might be more complicated and unfamiliar to them.  For example, a U.S investor might be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition (including a pledge) of that holder's shares. Distributions a U.S. investor receives in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the holder's holding period for the shares will be treated as excess distributions.  For example, under certain circumstances, a U.S. investor who is an individual might be subject to information reporting requirements and backup withholding, currently at a 25% rate, on dividends received on common shares.  If a U.S. Holder holds shares in any year in which the Company is a PFIC, that holder might be required to file Internal Revenue Service Form 8621.



Risks Relating to Financial Condition


Bi-Optic Ventures Has Accumulated Losses Since Inception Which Raise Substantial Doubt About Its Ability To Continue As A Going Concern.

Since inception through 2/29/2012, the Company has incurred aggregate losses of ($4,970,497).  Our losses from operations for the years ended 2/29/2012 and 2/28/2011 were ($147,257) and ($294,893), respectively. There is no assurance that we will identify a profitable business to acquire or merge with and generate positive cash flow in the future.


The Auditors' Report on the 2/29/2012 financial statements includes an additional comment that states that there exists substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments as a result of this uncertainty.


Bi-Optic Ventures’ History Of Operating Losses Is Likely To Lead To The Need For Additional, Potentially Unavailable, Financings And Related Problems.

The Company has a history of losses: ($147,257) and ($294,893) in Fiscal 2012 and Fiscal 2011, respectively.  Despite recent capital infusions, the Company may require significant additional funding to meet its long-term business objectives, unless the trend of losses is reversed.  The Company may not be able to obtain additional financing on reasonable terms, or at all.  If equity financing is required, then such financings could result in significant dilution to existing shareholders.  The Company has historically obtained the preponderance of its financing through the issuance of equity.  There are an unlimited number of authorized common shares.  The Company has no current plans to obtain financing through means other than equity financing and/or loans.  Such losses and the resulting need for external financings could result in losses of investment value.



8






Risks Relating to Management


Bi-Optic Ventures’ Articles/By-Laws Contain Provisions Indemnifying Its Officers And Directors Against All Costs/Charges/Expenses Incurred By Them.

The Company’s Articles/By-Laws contain provisions that state, subject to applicable law, the Company shall indemnify every director or officer of the Company, subject to the limitations of the British Columbia Corporations Act, against all losses or liabilities that the Company’s director or officer may sustain or incur in the execution of their duties.  The Company’s Articles/By-Laws further state that no director of officer shall be liable for any loss, damage or misfortune that may happen to, or be incurred by the Company in the execution of their duties if they acted honestly and in good faith with a view to the best interests of the Company.  Such limitations on liability may reduce the likelihood of litigation against the Company’s officers and directors and may discourage or deter its shareholders from suing the Company’s officers and directors based upon breaches of their duties to the Company, though such an action, if successful, might otherwise benefit the Company and its shareholders.


Bi-Optic Ventures Is Dependent On Key Personnel And The Absence Of Any Of These Individuals Could Negatively Impact Corporate Operations And/Or Stock Pricing, Or Could Result In The Company Having To Cease Operations.

The Company’s future acquisitions/mergers/joint-ventures and growth will depend on the efforts of its Directors (Harry Chew, Sonny Chew, and Terrance Owen) and its Senior Management (President/CEO/CFO, Harry Chew; Chairman of the Board, Terrance Owen; and Corporate Secretary, Sonny Chew).  All management work for the Company on a part-time basis.  The Company has no key-man life insurance and there are no written agreements with them.



Risks Relating to the Company’s Common Stock


Principal Stockholders, Officers And Directors Have Substantial Control Regarding Stock Ownership; This Concentration Could Lead To Conflicts Of Interest And Difficulties In The “Public” Investors Effecting Corporate Changes, And Could Adversely Affect The Company’s Stock Prices.

The Company’s Senior Management, Directors and greater-than-five-percent stockholders (and their affiliates), acting together, hold approximately 20% of the shares of the Company, on a diluted basis, and have the ability to control substantially all matters submitted to the Company’s stockholders for approval (including the election and removal of directors and any merger, consolidation or sale of all or substantially all of the Company’s assets) and to control the Company’s management and affairs.  Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control of the Company, impeding a merger, consolidation, takeover or other business combination involving the Company or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could materially adversely affect the market price of the Company’s stock.


The Company Has Never Declared Or Paid Cash Dividends On Its Common Shares And Does Not Anticipate Doing So In The Foreseeable Future.

There can be no assurance that the Company’s Board of Directors will ever declare cash dividends, which action is exclusively within its discretion.  Investors cannot expect to receive a dividend on the Company’s common shares in the foreseeable future, if at all.





9






Low Stock Market Prices And Volume Volatility For The Company’s Common Shares Create A Risk That Investors Might Not Be Able To Effect Purchases/Sales at Prices That Accurately Reflect Corporate Value.

The market for the common shares of the Company on the OTC Bulletin Board in the United States may be highly volatile for reasons both related to the performance of the Company as well as factors unrelated to the Company.  The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations.  Stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the common shares.


The Risks Associated With Penny Stock Classification Could Affect The Marketability Of The Common Stock Of Bi-Optic Ventures And Shareholders Could Find It Difficult to Sell Their Stock.

Bi-Optic Ventures’ stock is subject to “penny stock” rules as defined in 1934 Securities and Exchange Act rule 3a51-1.  The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Bi-Optic Ventures’ common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities.  Penny stocks generally are equity securities with a price of less than US$5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).


The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.


In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company’s common shares in the United States and shareholders may find it more difficult to sell their shares.


As A “Foreign Private Issuer”, Bi-Optic Ventures Is Exempt From The Section 14 Proxy Rules And Section 16 Of The 1934 Securities Act.  This Could Result In Shareholders Having Less Complete And Timely Data.

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 8-K may result in shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.



ITEM 1B.  UNRESOLVED STAFF COMMENTS: None





10






ITEM 2.  DESCRIPTION OF PROPERTY

The Company’s executive offices are located in rented premises of approximately 950 sq. ft. at 1030 West Georgia Street, Suite #1518, Vancouver, British Columbia, Canada  V6E 2Y3.  Monthly rent is $2,500.  The Company began occupying this facility in September 2006 and considers the facility adequate for current needs.  The Company maintains no other offices or property.



ITEM 3.  LEGAL PROCEEDINGS

The Company knows of no material, active or pending legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.  The Company knows of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.



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

         No Disclosure Necessary




PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


Market Information

The Company’s initial public offering of its common shares was effective on the Vancouver Stock Exchange under the auspices of the British Columbia Securities Commission on 12/23/1986 under a former name, “Golden Rock Resources Ltd.”.  The Vancouver Stock Exchange was absorbed by the Canadian Venture Exchange, which was absorbed by the TSX Venture Exchange.


The Company's common shares were listed on the NASD Electronic OTC Bulletin Board under the symbol "BOVKF.OB" in April 2003.


The common shares trade on the NEX board of the TSX Venture Exchange in Canada, under the symbol BOV.H.


The following table lists the volume of trading and high, low and closing sales prices on the TSX Venture Exchange for the Company's common shares for: the last eight fiscal quarters.  On 5/15/2012 the closing price was US$0.02 on 5/17/2012 (last trade date).


Table No. 1

NEX Board TSX Venture Exchange

Common Shares Trading Activity


Period Ended

Volume

High

Low

Closing

Quarterly

 

 

 

 

 2/29/2012

547,929

$0.045

$0.03

$0.03

11/30/2011

659,150

$0.06

$0.03

$0.03

 8/31/2011

nil

 

 

 

 5/31/2011

nil

 

 

 

 2/28/2011

nil

 

 

 

11/30/2010

50,000

$0.12

$0.11

$0.12

 8/31/2010

365,150

$0.125

$0.075

$0.115

 5/31/2010

898,500

$0.165

$0.105

$0.105



The following table lists the volume of trading and high, low and closing sales prices on the NASD Electronic OTC Bulletin Board for the Company's



11



common shares for: the last nine fiscal quarters.  Trading started on 6/19/2003.  On 5/15/2012 the closing price was US$0.005 (last trade 4/2/2012).


Table No. 1

NASD Electronic OTC Bulletin Board

Common Shares Trading Activity


Period Ended

Volume

High

Low

Closing

Quarterly

 

 

 

 

 2/29/2012

3,000

$0.04

$0.01

$0.01

11/30/2011

20,000

$0.04

$0.04

$0.04

 8/31/2011

10,500

$0.04

$0.04

$0.04

 5/31/2011

20,000

$0.07

$0.04

$0.04

 2/28/2011

8,100

$0.20

$0.07

$0.07

11/30/2010

1,000

$0.20

$0.07

$0.20

 8/31/2010

nil

$0.07

$0.07

$0.07

 5/31/2009

9,100

$0.05

$0.04

$0.04

 2/28/2010

10,100

$0.07

$0.04

$0.04


Stock Options

The Company does not have a written stock option plan in place currently.


No stock options were granted or exercised during Fiscal 2012 or Fiscal 2011.

As of 5/30/2012, no stock options were outstanding.



Holders

The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Trust Company of Canada (located in Vancouver, British Columbia, Canada), the registrar and transfer agent for the common shares.


On 02/29/2012 the shareholders' list for the Company's common shares showed 63 registered shareholders and 20,512,235 common shares outstanding.  53 of these shareholders were Canadian residents, holding 20,113,239 shares representing about 98% of the issued and outstanding common shares.  10 of these shareholders were U.S. residents, holding 398,996 shares representing about 2% of the issued and outstanding common shares.


The Company has researched the indirect holding by depository institutions and the indirect holdings of other financial institutions and estimates that there are 250 “holders of record” and beneficial owners of its common stock.


Dividends

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings for use in its operations and expansion of its business.  There are no restrictions that limit the ability of the Company to pay dividends on common equity or that are likely to do so in the future.




12




Securities Authorized For Issuance Under Equity Compensation Plans: None


Use of Proceeds From Sales of Securities is for working capital

Recent Sales of Unregistered Securities

The Company relied on the exemptions from U.S. registration under Regulation S for the following private placements of securities to only Canadian residents:


Fiscal 2012

None

 

 

Fiscal 2011

Private Placement of Units

6,000,000

$600,000

Fiscal 2010

None

 

 

Fiscal 2009

Private Placement of Units

4,500,000

$495,000

Fiscal 2008

None

 

 



ITEM 6.  SELECTED FINANCIAL DATA

Selected financial data as shown in the following table for the Company for: Fiscal 2011 Ended February 28th was derived from the financial statements of the Company that have been audited by Saturna Group Chartered Accountants LLP; and for Fiscal 2010 Ended February 28th was derived from the financial statements of the Company that were audited Manning Elliott LLP, Chartered Accountants, as indicated in their reports included elsewhere in this Annual Report. The selected financial data set forth for the Fiscal 2009/2008/2007 are derived from the Company's audited financial statements, not included herein.


The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).


The selected financial data should be read in conjunction with the financial statements and other financial data included elsewhere in this Annual Report.


The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the near future.


Table No. 2

Selected Financial Data Table

(CDN$)

 

      Year

      Year

      Year

      Year

      Year

 

     Ended

     Ended

     Ended

     Ended

     Ended

 

 2/29/2012

 2/28/2011

 2/28/2010

 2/28/2009

 2/29/2008

Sales Revenue

        $0

        $0

        $0

        $0

        $0

Operating Income (Loss)

 ($147,257)

 ($307,286)

 ($159,303)

 ($218,770)

 ($303,775)

Net Income (Loss)

 ($147,257)

 ($294,893)

 ($115,388)

 ($294,713)

 ($303,775)

Basic/Diluted (Loss) Per Share

    ($0.01)

    ($0.02)

    ($0.01)

    ($0.02)

    ($0.03)

Dividends Per Share

        $0

        $0

        $0

        $0

        $0

Weighted Avg. Shares O/S

20,512,235

18,819,084

14,512,235

12,798,536

10,012,235

Period-End Shares O/S

20,512,235

20,512,235

14,512,235

14,512,235

10,012,235

Working Capital (Deficit)

 ($171,849)

 ($20,610)

 ($291,672)

 ($179,554)

 ($364,301)

Long-Term Obligations

        $0

        $0

        $0

        $0

        $0

Capital Stock

$4,808,095

$4,808,095

$4,243,545

$4,243,545

$3,768,180

Shareholder’s Equity (Deficit)

 ($168,402)

  ($15,145)

 ($284,802)

 ($169,414)

 ($350,066)

Total Assets

    $8,798

   $27,796

   $13,753

   $14,609

  $101,412





13




ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Plan Of Operations


Source of Funds for Fiscal 2013

The Company’s primary source of funds since incorporation has been through the issuance of common stock and loans.  The Company has had no revenue from operations to date and does not anticipate revenues in the foreseeable future.


The Company had a working capital deficit of ($171,849) at 2/29/2012.  The Company has had discussions with third parties about equity offerings and/or loans; but the talks as of 5/15/2012 were preliminary.


Use of Funds for Fiscal 2013

During Fiscal 2013, the Company estimates that it might expend $145,000 on general/administrative expenses; although, this figure is subject to uncertainties including potential acquisition.  It is impossible to precisely estimate the probable capital expenditures associated with any possible acquisitions that might be consummated during Fiscal 2013.


Anticipated Changes to Facilities/Employees

The Company has no plans to acquire any new facilities.  The Company has no plans to add any additional personnel; however, if a business acquisition is consummated, additional personnel might be required.



Management’s Discussion and

Analysis of Financial Condition and Results of Operations


Overview

Since May 2008, the Company has been evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis.


On 9/20/2010, the Company entered into a letter of intent with Eidam Diagnostics Corporation (“Eidam”), and all of the shareholders of Eidam in a reverse takeover pursuant.  On 9/16/2011, the Company announced that it had terminated its intention to acquire 100% of the shares of Eidam.  The Company was unable to secure the necessary financing and sponsorship required to complete the transaction.


Liquidity and Capital Resources

Effective 6/14/2010, the Company closed a private placement of 6,000,000 units (the “Units”) at $0.10 per Unit for gross proceeds of $600,000.  Each Unit consists of one common share and one non-transferable share purchase warrant.  Each share purchase warrant entitles the holder thereof to purchase an additional common share in the Company at a price of $0.15 for a period of one year from the date of closing.  The Company paid finder’s fees in the amount of $25,200 and also legal fees of $10,250 to various arm’s length parties in connection with this private placement.  All the shares issued in this private placement and any resulting shares issued upon the exercise of any warrants were subject to a hold period that expired on 10/12/2010.


Fiscal 2012 Ended 2/29/2012

Working Capital deficit was ($171,849) at 2/29/2012.

Working Capital deficit was ($ 20,610) at 2/28/2011.

Working Capital deficit was ($291,672) at 2/28/2010.


Cash Used in Fiscal 2012 Operating Activities totaled ($39,445), including the ($147,257) Net Loss; significant adjusting items were amortization of $2,018 and a $105,794 net change in operating assets and liabilities.  Net Cash Provided by Financing Activities was $32,530, consisting of changes in “due to/from “related parties”.  Net Cash Used in Investing Activities was $nil.




14




Fiscal 2011 Ended 2/29/2011

Working Capital deficit was ($ 20,610) at 2/28/2011.

Working Capital deficit was ($291,672) at 2/28/2010.

Working Capital deficit was ($179,554) at 2/28/2009.


Cash Used in Fiscal 2011 Operating Activities totaled ($327,997), including the ($294,893) Net Loss; the only significant adjusting items was “write-down of property and equipment” of $2,066, amortization of $2,534, “gain on debt de-recognition” of ($12,393), and a ($25,311) net change in operating assets and liabilities.  Net Cash Provided by Financing Activities was $338,606; this included the aforementioned private placement of $600,000, share issuance costs of ($35,450), “due to related parties” of ($225,100), and “bank overdraft” of ($844).  Net Cash Used in Investing Activities was ($3,195) for the acquisition of property and equipment.


Results of Operations


Fiscal 2012 Ended 2/29/2012

Since May 2008, the Company has been evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis.


On 9/20/2010, the Company entered into a letter of intent with Eidam Diagnostics Corporation (“Eidam”), and all of the shareholders of Eidam in a reverse takeover pursuant.  On 9/16/2011, the Company announced that it had terminated its intention to acquire 100% of the shares of Eidam.  The Company was unable to secure the necessary financing and sponsorship required to complete the transaction.


Operating Expenses for Fiscal 2012 ended 2/29/2011 were $147,257 compared to $307,286 for last year.  “Consulting/management fees” were $47,097 vs. $75,925): ($30,000 vs. $30,000) incurred to Myntek Management Services Inc.; and ($17,097 vs. $45,925) paid to third parties, the decrease relating to lower payments made this year to consultants for project investigation costs.  “Professional fees” were lower ($44,871 vs. $137,005): ($24,000 vs. $24,000) incurred to Wynson Management Services Ltd.; and ($20,871 vs. $113,005) paid to third parties, the decrease was due to lower legal fees relating to higher due diligence costs this year for project investigation.  “Office/Rent/Telephone” was down ($38,937 vs. $51,777) as a result of lower corporate activity.


Net Loss for Fiscal 2012 was ($147,257).  Loss Per Share was ($0.01).


Fiscal 2011 Ended 2/28/2011

Since May 2008, the Company had been evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis.


Operating Expenses for Fiscal 2011 ended 2/28/2011 were $307,286 compared to $159,303 for last year.  “Consulting/management fees” were double ($75,925 vs. $38,149): ($30,000 vs. $30,000) incurred to Myntek Management Services Inc.; and ($45,925 vs. $8,149) paid to third parties, the increase relating to payments made this year to consultants for project investigation costs.  “Professional fees” were higher ($137,005 vs. $48,393): ($24,000 vs. $24,000) incurred to Wynson Management Services Ltd.; and ($113,005 vs. $24,393) paid to third parties, the increase was due to increased legal fees relating to higher due diligence costs this year for project investigation.  “Office/Rent/Telephone” was up modestly ($51,777 vs. $46,073) as a result of higher corporate activity.


Net Loss for Fiscal 2011 was ($294,893).  Loss Per Share was ($0.02).



Fiscal 2010 Ended 2/28/2010

The Company is evaluating and performing due diligence on various projects for a possible acquisition or on a joint-venture basis; but none are yet probable.




15



Operating Expenses for Fiscal 2010 ended 2/28/2010 were $159,303 compared to $218,770 for last year.  “Consulting/management fees” were lower ($38,149 vs. $61,083): ($30,000 vs. $30,000) incurred to Myntek Management Services Inc.; and ($8,149 vs. $31,083) paid to third parties, the decrease relating to payments made last year to consultants for project investigation costs.  “Professional fees” were much lower ($48,393 vs. $67,248): ($24,000 vs. $24,000) incurred to Wynson Management Services Ltd.; and ($24,393 vs. $43,258) paid to third parties, the decrease was due to reduced legal fees relating to high due diligence costs last year for project investigation.  “Office/Rent/Telephone” dropped significantly ($46,073 vs. $61,244) as a result of reduction in corporate activity.


Net Loss for Fiscal 2010 was ($115,388).  Loss Per Share was ($0.01).



Off-Balance Sheet Arrangements: No Disclosure Necessary


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         None



16




ITEM 8.  FINANCIAL STATEMENTS




















BI-OPTIC VENTURES INC.

Financial Statements

Year Ended February 29, 2012

(Expressed in Canadian dollars)








17






[bioptic10kjun1112002.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 sheets of Bi-Optic Ventures Inc. (A Development Stage Company) as of February 29, 2012 and February 28, 2011, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended February 29, 2012 and February 28, 2011 and accumulated from May 31, 1984 (date of inception) to February 28, 2012. 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. 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 audits 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 audits provide 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 29, 2012 and February 28, 2011, and the results of its operations and its cash flows for the years ended February 29, 2012 and February 28, 2011 and accumulated from May 31, 1984 (date of inception) to February 28, 2012, 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 25, 2012



18





BI-OPTIC VENTURES INC.

(A Development Stage Company)

Balance Sheets

(expressed in Canadian dollars)



 

February 29,

February 28,

 

2012

$

2011

$

 

 

 

Assets



 



Current Assets

 

 

 

 

 

Cash

499

7,414

Amounts receivable

4,386

10,417

Prepaid expenses

466

4,500

 

 

 

Total Current Assets

5,351

22,331

 

 

 

Property and equipment (Note 3)

3,447

5,465

 

 

 

Total Assets

8,798

27,796

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

52,430

42,941

Due to related parties (Note 4)

124,770

 

 

 

Total Liabilities

177,200

42,941

 

 

 


 

 

Nature of Operations and Continuance of Business (Note 1)

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

Common stock: unlimited common shares authorized without par value; 20,512,235 shares issued and outstanding

4,808,095

4,808,095

 

 

 

Due from related party (Note 4)

(6,000)

 

 

 

Deficit accumulated during the development stage

(4,970,497)

(4,823,240)

 

 

 

Total Stockholders’ Deficit

(168,402)

(15,145)

 

 

 

Total Liabilities and Stockholders’ Deficit

8,798

27,796

 

 

 

















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



19






BI-OPTIC VENTURES INC.

(A Development Stage Company)

Statements of Operations

(expressed in Canadian dollars)



 

Year ended

February 29,

Year ended

February 28,

Accumulated from May 31, 1984 (Date of Inception) to February 29,

 

2012

2011

2012

 

$

$

$

 

 

 

 

Revenue

 –

 –

 –

 

 

 

 

Expenses

 

 

 

 

 

 

 

Acquisition costs written-off

 347,815

Amortization

2,018

2,534

 25,956

Bad debts

 20,658

Consulting and management fees (Note 4)

47,097

75,925

 846,885

Investor and public relations

 94,268

Office, rent and telephone (Note 4)

38,937

51,777

 577,618

Professional fees (Note 4)

44,871

137,005

 856,182

Transfer agent and regulatory fees

12,326

17,725

 162,402

Travel and promotion

2,008

20,254

 345,803

Write-down of property and equipment

2,066

 2,066

 

 

 

 

Total Expenses

147,257

307,286

 3,279,653

 

 

 

 

Loss from Operations

(147,257)

(307,286)

 (3,279,653)

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

Accounts payable written-off

 49,341

Gain on debt derecognition

12,393

 52,919

Interest and other income

 17,118

Provision for advances receivable

 (75,943)

 

 

 

 

Total Other Income (Expense)

12,393

 43,435

 

 

 

 

Net Loss Before Discontinued Operations

(147,257)

(294,893)

 (3,236,218)

 

 

 

 

Loss from discontinued operations

 (1,734,279)

 

 

 

 

Net Loss for the Period

(147,257)

(294,893)

 (4,970,497)

 

 

 

 

Net Loss Per Share, Basic and Diluted

(0.01)

(0.02)

 

 



 

Weighted Average Shares Outstanding

20,512,235

18,819,084

 














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





20





BI-OPTIC VENTURES INC.

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficit)

Period from February 29, 2004 to February 29, 2012

(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 yea

 

(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)





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



21





BI-OPTIC VENTURES INC.

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficit)

Period from February 29, 2004 to February 29, 2012

(expressed in Canadian dollars)



 

Common Stock

Due From Related

Deficit Accumulated During the Development

 

 

Shares

 

Amount

Party

Stage

Total

 

#

 

$

$

$

$

 

 

 

 

 

 

 

Balance, February 29, 2008

10,12,235

 

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)

 

 

 

 

 

 

 

Advance to related party

 

(6,000)

(6,000)

 

 

 

 

 

 

 

Net loss for the year

 

(147,257)

(147,257)

 

 

 

 

 

 

 

Balance, February 29, 2012

20,512,235

 

4,808,095

(6,000)

(4,970,497)

(168,402)












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




22





BI-OPTIC VENTURES INC.

(A Development Stage Company)

Statements of Cash Flows

(expressed in Canadian dollars)


 

Year ended

February 29,

Year ended

February 28,

Accumulated from May 31, 1984

(Date of Inception) to February 29,

 

2012

2011

2012

 

$

$

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss for the period

(147,257)

(294,893)

(4,970,497)

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

Acquisition costs written-off

 

347,815

Amortization

2,018

2,534

27,558

Bad debts

20,658

Gain on debt derecognition

(12,393)

(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

6,031

(8,972)

(25,043)

Advances receivable

(65,447)

Prepaid expenses

4,034

938

(466)

Accounts payable and accrued liabilities

9,489

(17,277)

312,612

Due to related parties

86,240

86,240

 

 

 

 

Net Cash Used in Operating Activities

(39,445)

(327,997)

(3,853,254)

 

 

 

 

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)

Due to related parties

38,530

(225,100)

38,530

Due from related parties

(6,000)

(6,000)

Proceeds from issuance of common shares/share subscriptions received

600,000

4,263,051

Share issuance costs

(35,450)

(76,547)

 

 

 

 

Net Cash Provided by Financing Activities

32,530

338,606

4,259,443

 

 

 

 

Effect of Exchange Rate Changes on Cash

(10,379)

 

 

 

 

Increase (Decrease) in Cash

(6,915)

7,414

499

 

 

 

 

Cash, Beginning of Period

7,414

 

 

 

 

Cash, End of Period

499

7,414

499

 

 

 

 

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)



23



BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years ended February 29, 2012 and February 28, 2011

(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 29, 2012, the Company has a working capital deficit of $171,849 and has accumulated losses of $4,970,497 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)

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



24



BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years ended February 29, 2012 and February 28, 2011

(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 29, 2012 and February 28, 2011, 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 2009 to 2011. 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 29, 2012 and February 28, 2011, 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.



25



BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years ended February 29, 2012 and February 28, 2011

(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 receivable, 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 29, 2012 and February 28, 2011, 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.



26



BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years ended February 29, 2012 and February 28, 2011

(expressed in Canadian dollars)



2.

Summary of Significant Accounting Policies (continued)

(k)

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.

Property and Equipment


 

Cost

$

 

Accumulated

Amortization

$

 

2012

Net Carrying

Value

$

 

2011

Net Carrying

Value

$

 

 

 

 

 

 

 

 

Computer equipment

9,238

 

6,200

 

3,038

 

4,339

Furniture and equipment

6,932

 

6,523

 

409

 

510

Leasehold improvements

6,157

 

6,157

 

 

616

 

 

 

 

 

 

 

 

 

22,327

 

18,880

 

3,447

 

5,465


4.

Related Party Transactions

(a)

During the year ended February 29, 2012, the Company incurred $30,000 (February 28, 2011 - $30,000) in management fees to a company controlled by the President of the Company.

(b)

During the year ended February 29, 2012, the Company incurred $30,000 (February 28, 2011 - $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 29, 2012, the Company incurred $24,000 (February 28, 2011 - $24,000) in professional fees to a company controlled by a director.

(d)

As at February 29, 2012, an amount of $950 (February 28, 2011 - $nil) 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 29, 2012, an amount of $6,000 (February 28, 2011 - $nil) is owed from the President of the Company which is non-interest bearing, unsecured, and due on demand.

(f)

As at February 29, 2012, an amount of $33,400 (February 28, 2011 - $nil) is owed to companies controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand.

(g)

As at February 29, 2012, an amount of $65,780 (February 28, 2011 - $nil) is owed to companies controlled by the President and a director of the Company which is non-interest bearing, unsecured, and due on demand.

(h)

As at February 29, 2012, an amount of $24,640 (February 28, 2011 - $nil) is owed to a company controlled by a director of the Company which is non-interest bearing, unsecured, and due on demand.


5.

Common Stock


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.



27



BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years ended February 29, 2012 and February 28, 2011

(expressed in Canadian dollars)



6.

Share Purchase Warrants


The following table summarizes the continuity of the Company’s share purchase warrants:

 

Number of warrants

 

Weighted average

exercise price

$

 

 

 

 

Balance, February 28, 2010

 

 


 

 

Issued

6,000,000

 

0.15

 


 

 

Balance, February 28, 2011

6,000,000

 

0.15

 


 

 

Expired

(6,000,000)

 

0.15

 


 

 

Balance, February 29, 2012

 


7.

Income Taxes


The Company is subject to Canadian federal and provincial income taxes at a combined rate of 26.25% (2011 – 28.17%). 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:

 

2012

$

2011

$

 

 

 

Income tax recovery computed at the statutory rate

(38,655)

(83,062)

 

 

 

Permanent differences and other

(6,795)

Change in enacted tax rates

1,841

2,988

True up of prior year difference

24,842

Expiry of non-capital loss

33,470

Change in valuation allowance

36,814

28,557

 

 

 

Income tax provision

 –

Significant components of the Company’s deferred income tax assets as at February 29, 2012 and February 28, 2011, after applying enacted corporate income tax rates, are as follows:

 

2012

$

2011

$

 

 

 

Deferred income tax assets

 

 

 



Non-capital losses carried forward

497,495

458,431

Net capital losses carried forward

52,280

52,280

Property and equipment

6,028

5,524

Share issuance costs

6,299

9,053

Valuation allowance

(562,102)

(525,288)

 



Net deferred income tax asset

 –

 –




28



BI-OPTIC VENTURES INC.

(A Development Stage Company)

Notes to the Financial Statements

Years ended February 29, 2012 and February 28, 2011

(expressed in Canadian dollars)



7.

Income Taxes (continued)

As at February 29, 2012, the Company has non-capital losses carried forward of $1,989,980 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

2032

 

156,255

 

 

 

 

$

1,989,980




29






ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE: No Disclosure Necessary



ITEM 9A.  CONTROLS AND PROCEDURES


a.  Evaluation of Disclosure Controls and Procedures

As required by Rule 13(a)-15 under the Exchange Act, in connection with this annual report on Form 10-K, under the direction of the Chief Executive Officer, the Company has evaluated its disclosure controls and procedures as of February 29, 2012, and concluded the disclosure controls and procedures were not effective, due to the material weaknesses in internal control over financial reporting described below, to ensure that information the Company is required to disclose in the reports that it files or submits with the Securities and Exchange Commission under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.


b.  Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting.  Under the supervision of our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 29, 2012 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.  In its assessment of the effectiveness of internal control over financial reporting as of February 29, 2012, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.


1. Certain entity level controls establishing a “tone at the top” were considered material weaknesses.  There is no policy on fraud.  (We have a Whistleblower Policy).


2.  The Company has not formally adopted internal controls surrounding its cash and financial reporting procedures including the absence of sufficient management review controls and separation of duties.


Management is currently evaluating remediation plans for the above control deficiencies.


In light of the existence of these control deficiencies, the Company concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.


As a result, management has concluded that the Company did not maintain effective internal control over financial reporting as of February 28, 2011 based on criteria established in Internal Control—Integrated Framework issued by COSO.


Saturna Group Chartered Accountants LLP, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of February 29, 2012.




30






Limitations on Effectiveness of Controls

The Company’s Chief Executive Officer does not expect that disclosure controls or internal control over financial reporting will prevent all errors and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.  Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


c.  Changes in Internal Controls

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of our fiscal year ended February 28, 2011 that have materially affected or are reasonably likely to materially affect, the internal control over financial reporting.



ITEM 9B.  OTHER INFORMATION

          None




31







PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE


The following table lists the names of the Directors and Executive Officers of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual Shareholders’ Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  The Executive Officers serve at the pleasure of the Board of Directors.


Table No. 3

Directors and Executive Officers

May 30, 2012

Name

Positions

Age

Date First Elected or Appointed

Harry Chew (1)(2)(4)

President/CEO/CFO/Director

51

February 1999

Sonny Chew (1)(2)(3)

Corporate Secretary/Director

43

July 2000

Terrance G. Owen (1)(2)(5)

Chairman of the Board/Director

66

August 2002

(1)  All business addresses: c/o Bi-Optic Ventures Inc.

                                 1030 West Georgia, #1518

                                 Vancouver, British Columbia, Canada  V6E 2Y3

(2)  Member of Audit Committee.

(3)  He spends about 20% of his time on the affairs of the Company.

     Director since July 2000; Corporate Secretary since November 2007.

(4)  He spends about 30% of his time on the affairs of the Company.

(5)  He spends about 20% of his time on the affairs of the Company.

     Director since September 2006, Chairman since April 2008.


Harry Chew is a graduate of Simon Fraser University in Burnaby, British Columbia and has been a Certified General Accountant since 1986.  He was President and a Director of the Company from 1999 until November 2007 when he relinquished the Presidency and was appointed Co-Chairman of the Board and Chief Financial Officer.  In April 2008, he was appointed President/CEO and relinquished the Co-Chairmanship.  He also is: President of Myntek Management Services Inc., since 1986, a private company providing management services; and President of the Pacific Paragon Group of Companies, since 1993, a private company providing management consulting services.  Mr. Chew currently is a director and/or officer of the following public Canadian companies: Pacific Paradym Energy Inc., Pacific Arc Resources Ltd., and Dragonfly Capital Corp. He devotes about one-quarter of his time to the affairs of the Company.  He lives in Vancouver, British Columbia, Canada.


Sonny Chew is a graduate of Simon Fraser University in Burnaby, British Columbia.  He has been a Director of the Company since 2000 and was appointed Corporate Secretary in November 2007.  He also is: President of Wynson Management Services Ltd., since 1992, a private management and bookkeeping consulting company; and Director of Finance and Administration of the Pacific Paragon Group of Companies, since 1993, a private company providing management consulting services.  Mr. Chew is a director and/or officer of these public Canadian companies: Dragonfly Capital Corp., Pacific Arc Resources Inc., and Pacific Paradym Energy Inc.  He devotes about one-quarter of his time to the affairs of the Company.  He lives in Vancouver, British Columbia, Canada.




32





Terrance G. Owen obtained a Bachelor of Science (with honors) in Biology from the University of Victoria in 1968, a Masters degree in Biology from the University of New Brunswick in 1970, a Ph.D. in Zoology from the University of British Columbia in 1974 and a Masters in Business Administration from Simon Fraser University in British Columbia in 1991.  He was Corporate Secretary and a Director of the Company from August 2002 when he relinquished the Corporate Secretary position and was appointed Co-Chairman of the Board. In April 2008, he assumed the title of Chairman of the Board.  Mr. Owen is President and CEO of Alda Pharmaceuticals Corp., a British Columbia pharmaceutical corporation engaged in the development and commercialization of innovative infection control products based on its proprietary technology, Alda is listed on the TSX Venture Exchange.  He lives in New Westminister, British Columbia, Canada.


The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.


The Executive Officers serve at the pleasure of the Board of Directors with management service contracts but without term of office.


Despite the Company’s Secretary/Administrator spending material portions of this time on businesses other than the Company, the Company believes that he devotes sufficient time to the Company to properly carry out his duties.


No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.


There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he was selected as a Director or Executive Officer.  Sonny Chew is the brother of Harry Chew.  Other than this, there are no family relationships between any of the officers or directors of the Company.


Board of Director Practices

All directors hold office until the next meeting of the shareholders of the Company unless they resign or are removed in accordance with the Company’s Articles.  Officers are appointed to serve at the discretion of the Board of Directors.  The Board of Directors and Committees of the Board schedule regular meetings over the course of the year.


The fundamental objective of the Board is to ensure that it operates in a fashion that maximizes shareholder value over the long term.  The Board’s duties and responsibilities are all carried out in a manner consistent with that fundamental objective.   The principal duty and responsibility of the Board is to oversee the management and operations of the Company, with the day-to-day management of the business and affairs of the Company delegated by the Board to the CEO and other Executive Officers.


The Board’s responsibilities include overseeing the conduct of the Company’s business, providing leadership and direction to its management, and setting policies.  Strategic direction for the Company is developed through the Board’s annual planning process.  Through this process, the Board adopts the operating plan for the coming year, and monitors management’s progress relative to that plan through a regular reporting and review process.




33





The Board has delegated to the President/Chief Executive Officer and the Executive Officers responsibility for the day-to-day management of the business of the Company.  Matters of policy and issues outside the normal course of business are brought before the Board for its review and approval, along with all matters dictated by statute and legislation requiring Board review and approval.  The President/CEO and the Executive Officers review the Company’s progress in relation to the current operating plan at in-person Board meetings.  The Board meets on a regular basis with and without management present. Financial, operational and strategic issues facing the Company are reviewed, monitored and approved at the Board meetings.


Compliance with Section 16(a) of the Exchange Act

As a “Foreign Private Issuer”, the Company is exempt from Section 16 of the 1934 Securities Act.


Code of Ethics

On 5/2/2008, the Company adopted a written "code of ethical Conduct" that applied to all directors, officers and employees (the "Executive and Staff") of Bi-Optic Ventures Inc. (the “Company”).


This Code covers a wide range of financial and non-financial business practices and procedures.  This Code does not cover every issue that may arise, but it sets out basic principles to guide all Executive and Staff of the Company.  If a law or regulation conflicts with a policy in this Code, then personnel must comply with the law or regulation.  If any person has any questions about this Code or potential conflicts with a law or regulation, they should contact the Company's Board of Directors or Audit Committee.


All Executive and Staff should recognize that they hold an important role in the overall corporate governance and ethical standards of the Company.  Each person is capable and empowered to ensure that the Company's, its shareholders' and other stakeholders' interests are appropriately balanced, protected and preserved.  Accordingly, this Code provides principles to which all personnel are expected to adhere and advocate.  The Code embodies rules regarding individual and peer responsibilities, as well as responsibilities to the Company, the shareholders, other stakeholders, and the public generally


Corporate Governance


Director Independence

Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, our Board of Directors has adopted standards for determining whether a director is independent from management.  The Board reviews, consistent with the Company’s corporate governance guidelines, whether a director has any material relationship with the Company that would impair the director’s independent judgment.  In summary, an independent director means a person other than an executive officer or employee or any other individual having a relationship which, in the opinion of our directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and includes any director who accepts compensation from us exceeding $200,000 during any period of twelve consecutive months within the three past fiscal years.  Owning shares of our common stock does not preclude a director from being independent.  In applying this definition, our board determined that Terrance Owen is independent.


Our board adopted and applied the same definition of independent director to the members of our audit committee.  In applying this definition, our board determined that Terrance Owen qualifies as an independent director for purposes of Section 10A(m)(3) of the Securities Exchange Act.


As of the date of this report, we do not have a separately designated compensation or nominating committee.




34






Board Meetings and Committees; Annual Meeting Attendance

During Fiscal 2012, the Board of Directors held three regularly scheduled meetings, and one special and telephone meetings.  For various reasons, Board members may not be able to attend a Board meeting; all Board members are provided information related to each of the agenda items before each meeting, and, therefore, can provide counsel outside the confines of regularly scheduled meetings.  No director attended fewer than 75% of the aggregate of: (1) the total number of meetings of the Board of Directors, while he was a Director; and (2) the total number of meetings of committees of the Board of Directors on which the director served.  Directors are encouraged to attend annual meetings of our stockholder; all but one1 of the directors attended the August 2011 annual shareholders meeting.


The following sets out the attendance records of our Board members during Fiscal 2012:


Name

Board of Director Meetings

Audit Committee Meetings

Harry Chew

4 of 4

4 of 4

Sonny Chew

4 of 4

4 of 4

Terrance Owen

4 of 4

4 of 4



Nominating Committee and Compensation Committee

The Company does not have a Nominating Committee.  The entire Board of Directors is responsible for screening potential director candidates and recommending qualified candidates for nomination as members of the Board of Directors. In evaluating potential director candidates, the Board of Directors considers recommendations of potential candidates from incumbent directors, management and stockholders.  Any recommendation submitted by a stockholder to the Board of Directors must include the same information concerning the potential candidate and the stockholder, and must have been received in the required time frame described herein for the August 2011 Annual meeting.


The Company does not have a Compensation Committee.  The entire Board of Directors is responsible for the compensation of the Company’s executive officers and to administer all incentive compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired by directors, executive officers, employees and consultants.


Audit Committee

The Company has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Company’s audits, the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company.  The current members of the Audit Committee are: Harry Chew, Sonny Chew, and Terrance Owen (independent).  The Audit Committee met four times in Fiscal 2012 and has met once during Fiscal 2013-to-date.


The Company does not have an “audit committee financial expert” serving on its Audit Committee.  The Company’s Audit Committee consists of three directors including the Company’s CEO/CFO, all of whom are both financially literate and very knowledgeable about the Company’s affairs.  Because the Company’s structure and operations are straightforward, the Company does not find it necessary to augment its Board with a financial expert.



35






The audit committee has:

a. reviewed and discussed the audited financial statements with management;

b. discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards , Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;

c. received the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees ), as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with the independent accountant the independent accountant's independence; and

d. recommended to the board of directors that the audited financial statements be included in the Company's annual report on Form 10–K for the last fiscal year for filing with the SEC.


The Audit Committee recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Company’s audits, the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company.


The audit committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.


The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals required by this policy and procedure.  The decisions of any Audit Committee member to whom authority is delegated to pre-approve a service shall be presented to the full Audit Committee at its next scheduled meeting.


In accordance with the requirements of the US Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, we introduced a procedure for the review and pre-approval of any services performed by the independent auditors, including audit services, audit related services, tax services and other services.  The procedure requires that all proposed engagements of the independent auditors for audit and permitted non-audit services are submitted to the audit committee for approval prior to the beginning of any such services.


Shareholder Communications With the Board

Historically, the Company has adopted an informal process for stockholder communications with the Board by providing an e-mail address and phone numbers available on the SEDAR.   Every effort has been made to ensure that the views of stockholders are heard by the Board, or individual directors as applicable, and that appropriate responses are provided to the stockholder in a timely manner.  Stockholders wishing to communicate at any time with the Board of Directors, or a specific member of the Board, may do so by writing the Board or a specific member of the Board by delivering correspondence in person or by mail to: The Board of Directors, c/o Sonny Chew, Corporate Secretary, 1030 West Georgia Street, #1518, Vancouver, British Columbia, Canada V6E 2Y3.  Communication(s) directed to the Board or a specific Board member will be relayed unopened to the intended Board member(s).


Further, Directors’ attendance at Annual Meetings can provide shareholders with an opportunity to communicate with Directors about issues affecting the Company.  The Company does not have a policy regarding director attendance, but all Directors are encouraged to attend the Annual Meeting of Shareholders. two of our directors attended our Annual Meeting in August 2011.




36






ITEM 11.  EXECUTIVE COMPENSATION


Director Compensation

The Company has no formal plan for compensating its Directors for their service in their capacity as Directors.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.  The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director.  During Fiscal 2010, no Director received and/or accrued any compensation for his services as a Director, including committee participation and/or special assignments.


Executive Officer Compensation

The following table sets forth the summary of compensation earned during Fiscal 2009 through Fiscal 2011 by the Company’s Chief Executive Officer and its other named Executive Officers, and Directors.


Table No. 5

Summary Compensation Table

Executive Officers and Directors

Director

Name

Fiscal

Year

Salary

Bonus

Stock

Awards

Option

Awards

Non-Equity

Incentive

Plan

Compensation

Change In

Pension

Value

and

Nonqualified

Deferred

Compensation

Earnings

All

Other

Compensation

TOTAL

Harry Chew (1)

President/CEO/CFO

Director

2012

2011

2010

$nil

$nil

$nil

$nil

$nil

$nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

$30,000

$30,000

$30,000

$30,000

$30,000

$30,000

Sonny Chew (2)

Secretary/Director

2012

2011

2010

$nil

$nil

$nil

$nil

$nil

$nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

$24,000

$24,000

$24,000

$24,000

$24,000

$24,000

Terrance Owen

Chairman/Director

2012

2011

2010

$nil

$nil

$nil

$nil

$nil

$nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

$nil

$nil

$nil

$nil

$nil

$nil

(1)  All Other Compensation reflects “management fees” and “professional fees” paid to private companies

     controlled by Harry Chew.

(2)  All Other Compensation reflects “management fees” and “professional fees” paid to private companies

     controlled by Sonny Chew.


Stock Options

The Company does not have a written stock option plan in place currently.


No stock options were granted or exercised during Fiscal 2012 or Fiscal 2011.

No stock options expired unexercised during Fiscal 2012 or Fiscal 2011.


As of 5/30/2012, no stock options were outstanding.



Harry Chew, President/CEO/CFO/Director; Written Management Agreement

Harry Chew provides his services pursuant to two management agreements.  The Company has a management contract dated 5/1/2000 with Myntek Management Services Inc., a private British Columbia company owned as to 50% by Harry Chew, President/CEO/CFO/Director of the Company and 50% by his spouse.  Under the agreement, Myntek Management Services Inc. is paid a management fee of $2,500 per month, plus reasonable expenses related to the performance of its duties.


Change of Control Remuneration

The Company has no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Company in Fiscal 2011 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $100,000 per Executive Officer.



37





Other Compensation

Other than disclosed in Table No. 5, no Executive Officer/Director received “other compensation” in excess of the lesser of $25,000 or 10% of such officer's cash compensation, and all Executive Officers/Directors as a group did not receive other compensation which exceeded $25,000 times the number of persons in the group or 10% of the compensation.


Bonus/Profit Sharing/Non-Cash Compensation

The Company has no formal stock option plan or material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's Directors or Executive Officers.


Pension/Retirement Benefits

No funds were set aside or accrued by the Company during Fiscal 2010 to provide pension, retirement or similar benefits for Directors or Executive Officers.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The Company is a publicly-owned corporation, the shares of which are owned by residents of the United States, Canada, and other countries.  The Company is not controlled directly/indirectly by another corporation/any foreign government.


The following table lists all persons/companies the Company is aware of as being the beneficial owner of 5% or more of the common shares of the Company.  It also lists all Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.  All Officer/Director addresses c/o Bi-Optic Ventures Inc.: 1030 West Georgia Street, Suite #1518, Vancouver, British Columbia, Canada  V6E 2Y3.


Table No. 6

Shareholdings of 5% Shareholders

Shareholdings of Directors and Executive Officers

May 30, 2012

Title of Class

Name of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Common

Harry Chew (1)

1,661,084

8.09%

Common

Sonny Chew

102,000

0.50%

Common

Terrance Owen

Nil

Nil

 

TOTAL

1,763,084

8.59%

(1) 315,834 shares are held indirectly by Pacific Paragon Investment Fund

    Ltd., a private company controlled 45% by the spouse of Mr. Harry Chew

    and 45% by Mrs. Jodie Nitta and 10% by Mrs. Winnie Chew

    300,000 shares are held indirectly by Pacific Paragon Capital Group

    Ltd., a private company controlled 25% by Mr. Sonny Chew and 75% by Mr.

    Harry Chew.

#  Based on 20,512,235 shares outstanding as of 5/15/2012.


Securities authorized for issuance under equity compensation plans.

 --- No Disclosure Necessary ---


Share Purchase Warrants

On June 11, 2010, the Company issued 6,000,000 units at $0.10 per unit for gross proceeds of 600,000.  Each unit consisted of one common share and one share purchase warrant to purchase an additional share at $0.15 per share expiring on June 11, 2011.  The warrants expired unexercised.




38






ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE


Director Independence

Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, our Board of Directors has adopted standards for determining whether a director is independent from management.  The Board reviews, consistent with the Company’s corporate governance guidelines, whether a director has any material relationship with the Company that would impair the director’s independent judgment.  In summary, an independent director means a person other than an executive officer or employee or any other individual having a relationship which, in the opinion of our directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and includes any director who accepts compensation from us exceeding $200,000 during any period of twelve consecutive months within the three past fiscal years.  Owning shares of our common stock does not preclude a director from being independent.  In applying this definition, our board determined that Terrance Owen is independent.


Certain Relationships and Related Transactions


Sonny Chew, Corporate Secretary/Director.  During Fiscal 2012, the Company incurred $24,000 (FY2011 = $24,000) to Wynson Management Services Ltd., a private company controlled by Sonny Chew, Corporate Secretary and a Director of the Company, and his spouse, for bookkeeping and accounting services.


Harry Chew, President/CEO/CFO/Director.  The Company has a management contract dated 5/1/2000 with Myntek Management Services Inc., a private British Columbia company owned as to 50% by Harry Chew, President/CEO/CFO and a Director of the Company and 50% by his spouse.  Under the agreement, Myntek Management Services Inc. is paid a management fee of $2,500 per month, plus reasonable expenses related to the performance of its duties.  For the fiscal years ended 2/29/2012 and 2/28/2011, management fees in the amount of $30,000 were incurred in each year to Myntek Management Services Inc.


During Fiscal 2012, the Company incurred rent and administrative services of $30,000 (FY2011 = $30,000) to Pacific Capital Group Ltd., a private company controlled Harry Chew.


As at 2/29/2012 and 2/28/2011, $6,000 and $nil is owed by the President of the Company and was without interest, unsecured and due on demand.


As at 2/29/2012 and 2/28/2010, $950 and $nil is owed to the spouse of Harry Chew.  The entire balance was without interest, unsecured and due on demand.


As at 2/29/2012 and 2/28/8011, $33,400 and $nil was owed to companies controlled by Harry Chew, and was without interest, unsecured and due on demand.


As at 2/29/2012 and 2/28/2011, $65,780 and $nil was owed to companies controlled by Harry Chew and Sonny Chew, and was without interest, unsecured and due on demand.


As at 2/29/2012 and 2/28/8011, $24,640 and $nil was owed to Wynson Management Services Ltd., a company controlled by Sonny Chew and his spouse, and was without interest, unsecured and due on demand.


Other than described above, there have been no transactions since 2/28/2011, or proposed transactions, which have materially affected or will materially affect the Company in which any Director, Executive Officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.




39






ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICE

Professional accounting services were rendered by Saturna Group Chartered Accountants LLP for Fiscal 2012 and Fiscal 2011.


Audit Fees

The aggregate fees billed for professional services rendered by the Company’s principal accountant for the audit of the Company’s annual financial statements and for the review of the financial statements, included in the Company’s quarterly reports on Form 10-Q, for the fiscal years ended 2/29/2012 and 2/28/2011 were $6,000 and $6,000 respectively.


Audit Related Fees

The Company incurred $nil and $nil fees during the last two fiscal years for assurance and related services by the Company’s principal accountant that were reasonably related to the performance of the audit of the Company’s financial statements.


Tax Fees

The Company incurred fees totaling $500 and $400 during the fiscal years ended 2/29/2012 and 2/28/2011, respectively, for professional services rendered by the Company’s principal accountant for tax compliance.


All Other Fees

The Company incurred no fees during the last two fiscal years for any other services rendered by the Company’s principal accountant.


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

101.INS(1)

XBRL Instance Document

101.SCH(1)

XBRL Taxonomy Extension Schema Document

101.CAL(1)

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF(1)

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB(1)

XBRL Taxonomy Extension Label Linkbase Document

101.PRE(1)

XBRL Taxonomy Extension Presentation Linkbase Document


(1)

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.



40







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: June 11, 2012          By /s/ Harry Chew                   

                             Harry Chew, President/CEO/CFO/Director

 

 

Dated: June 11, 2012          By /s/ Sonny Chew                   

                             Sonny Chew, Secretary/Director

 








41


PINX:BOVKF Bi-Optic Ventures Inc Annual Report 10-K Filling

Bi-Optic Ventures Inc PINX:BOVKF Stock - Get Annual Report SEC Filing of Bi-Optic Ventures Inc PINX:BOVKF stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:BOVKF Bi-Optic Ventures Inc Annual Report 10-K Filing - 2/29/2012
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