UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~December~~March 125, ~~2014~~2015

BI-OPTIC VENTURES, INC.

(Exact Name of Registrant as Specified in its Charter)


British Columbia, Canada	000-49685	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1030 West Georgia St, #1518

Vancouver, British Columbia, Canada

V6E 2Y3

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (604) 689-2646

____________________________________________________

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K fining is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 35.02 – ~~Unregistered~~Departure ~~Sales~~of Directors or Principal Officers; Election of ~~Equity~~Directors; ~~Securities.~~Appointment of Principal Officers

~~On December 12, 2014,~~ Bi-Optic Ventures Inc. (the ~~"Company") closed a non-brokered private placement of 10,000,000 units (the~~ “~~Units~~Company”) ~~at a price of $0.05 per Unit for gross proceeds of $500,000. Each Unit consists of one common share in the capital of the Company and one transferable share purchase warrant~~ (~~the “Warrants”).~~TSXV: ~~Each~~OP.H) ~~Warrant~~is ~~forming~~pleased ~~a part of the Units entitles the holder thereof~~ to ~~acquire~~announce ~~one additional common share of~~ the ~~Company~~appointment ~~at a price~~ of $0Mr.15 ~~per~~William ~~share at any time prior to the date that is 12 months from the date of issuance~~A. ~~The~~ ~~Warrants~~Gildea ~~have an accelerated exercise provision~~ as ~~follows:~~Chief ~~(i)~~Executive ~~during~~Officer ~~the period commencing on the date that is four months following the closing date and ending on the expiry date~~ of the ~~Warrants, the daily volume weighted average trading price of the~~ Company~~’s common shares on the Exchange (or such other stock exchange where the majority of the trading volume occurs) exceeds $0.30 for each day of a period of 10 consecutive trading days~~, ~~and~~effective (ii) the Company gives the holders of the Warrants written notice of such occurrence within 30 days of such occurrence, in which case the Warrants will expire at 4:00 pm (Pacific Standard Time) on the 30th day following the giving of such noticeimmediately. The common shares issued and any common shares issued upon the exercise of any Warrants are subject to a hold period expiring on April 13, 2015. The Company did not pay any finder’s fees in connection with this financing.

~~The~~Mr. ~~Units~~Gildea ~~were~~is ~~sold~~an toexperienced ~~only~~investor toand ~~Accredited~~entrepreneur ~~Investors~~with expert proficiency in clean technology, environmental sustainability, and land re-development. He has a comprehensive understanding of the ~~sales~~challenges ~~were~~confronted ~~exempt~~by ~~from~~new ~~registration~~ventures ~~under~~and startups in the ~~Securities~~green ~~Act~~technology ofspace ~~1933~~crucial to identifying undervalued assets and market opportunities. Mr. Gildea’s analytical, corporate finance, and executive advisory talent was developed as ~~amended~~a ~~(“Securities~~successful ~~Act”)~~business owner, ~~pursuant~~brownfield todeveloper, ~~Rule~~and ~~506~~engineering ofconsultant ~~Regulation~~for Dbanks, private investors, governments, and~~/or~~ ~~Section~~corporations. 4He directly raised over $10M in capital from personal and professional networks and arranged an initial public offering (aIPO)~~(2)~~ ofthat ~~the~~resulted ~~Securities~~in ~~Act~~a $100MM capital raise.

The ~~Company would also like to make a correction to its~~ news release ~~dated~~is ~~October~~attached ~~29,~~as ~~2014~~exhibit ~~in which it announced that the Warrants forming a part of the financing were “non-transferable”~~99.1, ~~but~~and inis ~~fact~~incorporated ~~such~~herein ~~Warrants~~by ~~are transferable~~reference.

Net proceeds from the financing will be utilized to explore possible acquisitions and for general working capital purposes.

The news release is attached as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - News release, ~~December~~March 165, ~~2014~~2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~December~~March 175, ~~2014~~2015 Bi-Optic Ventures Inc.

Bi-Optic Ventures Inc.

(Registrant)

~~/s/~~ Harry Chew

~~Harry Chew, President~~/~~CEO~~s/~~CFO/Director~~

(Signature)

(Harry Chew, President/CFO/Director)

Filing Compare · BI-OPTIC VENTURES INC