FFRMF Future Farm Technologies Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES ACT OF 1934

For the quarterly period ended August 31, 2014

[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES ACT OF 1934

For the transition period from ________ to ________

Commission file number: 000-49685

Bi-Optic Ventures Inc.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	N/A
(Jurisdiction of Incorporation/Organization)	(IRS Tax ID No.)

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

(Address of principal executive offices)

Issuer’s Telephone Number: 604-689-2646

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes XXX   No ____

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ___    No XXX

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange:

Large accelerated filer [ ]                     Accelerated filer        [ ]

Non-accelerated filer   [ ]                    Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes XXX   No ___

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of 10/10/2014: 28,420,135 Common Shares w/o par value

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PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

BI-OPTIC VENTURES INC. Financial Statements Six Months Ended August 31, 2014 (Expressed in Canadian dollars) (unaudited)

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BI-OPTIC VENTURES INC. Balance Sheets (expressed in Canadian dollars)
	August 31,	February 28,
	2014 $	2014 $
	(unaudited)
Assets
Current Assets
Amounts receivable	2,272	1,576
Prepaid expenses	2,842	438
Total Current Assets	5,114	2,014
Property and equipment (Note 3)	1,501	1,750
Total Assets	6,615	3,764
Liabilities and Stockholders’ Deficit
Current Liabilities
Bank overdraft	577	71
Accounts payable	77,813	69,687
Due to related parties (Note 4)	75,979	395,045
Total Liabilities	154,369	464,803
Going Concern (Note 1)
Stockholders’ Deficit
Common stock: unlimited common shares authorized without par value; 28,420,135 and 20,512,235 shares issued and outstanding, respectively	5,401,188	4,808,095
Deficit	(5,548,942)	(5,269,134)
Total Stockholders’ Deficit	(147,754)	(461,039)
Total Liabilities and Stockholders’ Deficit	6,615	3,764

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

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BI-OPTIC VENTURES INC. Statements of Operations (expressed in Canadian dollars) (unaudited)
	Three months ended August 31,	Three months ended August 31,	Six months ended August 31,	Six months ended August 31,
	2014	2013	2014	2013
	$	$	$	$
Revenue			–	–
Expenses
Amortization	125	176	249	352
Consulting and management fees (Note 4)	9,125	9,060	18,250	18,310
Office, rent and telephone (Note 4)	8,793	8,682	16,580	17,403
Professional fees (Note 4)	16,912	7,500	30,137	20,402
Transfer agent and regulatory fees	7,077	6,561	8,669	8,398
Travel and promotion	2,096	–	8,226	–
Total Expenses	44,128	31,979	82,111	64,865
Loss from Operations	(44,128)	(31,979)	(82,111)	(64,865)
Other Expense
Loss on settlement of related party debt (Note 5)	–	–	(197,697)	–
Net Loss for the Period	(44,128)	(31,979)	(279,808)	(64,865)
Net Loss Per Share, Basic and Diluted	–	–	(0.01)	–
Weighted Average Shares Outstanding	28,420,135	20,512,235	26,786,982	20,512,235

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

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BI-OPTIC VENTURES INC. Statements of Cash Flows (expressed in Canadian dollars) (unaudited)
	Six months ended August 31,	Six months ended August 31,
	2014	2013
	$	$
Operating Activities
Net loss	(279,808)	(64,865)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	249	352
Loss on settlement of related party debt	197,697	–
Changes in operating assets and liabilities:
Amounts receivable	(696)	2,404
Prepaid expenses	(2,404)	(1,191)
Accounts payable and accrued liabilities	8,126	(6,891)
Due to related parties	44,100	44,590
Net Cash Used in Operating Activities	(32,736)	(25,601)
Financing Activities
Bank overdraft	506	201
Proceeds from related parties	136,190	25,400
Repayments to related parties	(103,960)	–
Net Cash Provided by Financing Activities	32,736	25,601
Increase in Cash	–	–
Cash, Beginning of Period	–	–
Cash, End of Period	–	–
Non-cash Investing and Financing Activities:
Shares issued to settle related party debt	593,093	–
Supplemental Disclosures:
Interest paid	–	–
Income tax paid	–	–

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

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BI-OPTIC VENTURES INC.

Notes to the Financial Statements

August 31, 2014

(expressed in Canadian dollars)

(unaudited)

1.

Basis of Presentation

The accompanying financial statements of Bi-Optic Ventures Inc. (the “Company”) should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2014. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

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

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at August 31, 2014, the Company has a working capital deficit of $149,255 and has accumulated losses of $5,548,942 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)

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at February 28, 2014 and 2013, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements

(b)

Recent Accounting Pronouncements

The Company has limited operations and is considered to be in the development stage. In the period ended August 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

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.

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BI-OPTIC VENTURES INC.

Notes to the Financial Statements

August 31, 2014

(expressed in Canadian dollars)

(unaudited)

3.

Property and Equipment

	Cost $		Accumulated Amortization $		August 31, 2014 Net Carrying Value $		February 28, 2014 Net Carrying Value $
Computer equipment	9,238		7,973		1,265		1,488
Furniture and equipment	6,932		6,696		236		262
	16,170		14,669		1,501		1,750

4.

Related Party Transactions

(a)

During the six months ended August 31, 2014, the Company incurred $15,000 (2013 - $15,000) in management fees to a company controlled by the President of the Company.

(b)

During the six months ended August 31, 2014, the Company incurred $15,000 (2013 - $15,000) in rent and administrative services to a company controlled by the President and a director of the Company.

(c)

During the six months ended August 31, 2014, the Company incurred $12,000 (2013 - $12,000) in professional fees to a company controlled by a director.

(d)

As at August 31, 2014, the amount of $4,650 (February 28, 2014 - $53,890) is owed to the spouse of the President of the Company which is non-interest bearing, unsecured, and due on demand. On March 24, 2014, loan proceeds of $47,600 were received from the spouse of the President of the Company which is non-interest bearing, unsecured, and due on demand. The proceeds were used to repay amounts owing to a company controlled by the President of the Company. Refer to Note 5(d).

(e)

As at August 31, 2014, the amount of $16,250 (February 28, 2014 - $100,335) is owed to a company controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand. Refer to Note 5(a).

(f)

As at August 31, 2014, the amount of $42,479 (February 28, 2014 - $163,960) is owed to a company controlled by the President and a director of the Company which is non-interest bearing, unsecured, and due on demand. Refer to Note 5(b).

(g)

As at August 31, 2014, the amount of $12,600 (February 28, 2014 - $76,860) is owed to a company controlled by a director of the Company which is non-interest bearing, unsecured, and due on demand. Refer to Note 5(c).

(h)

On March 24, 2014, loan proceeds of $53,760 were received from the spouse of a director of the Company which is non-interest bearing, unsecured, and due on demand. The proceeds were used to repay amounts owing to a company controlled by a director of the Company. Refer to Note 5(e).

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BI-OPTIC VENTURES INC.

Notes to the Financial Statements

August 31, 2014

(expressed in Canadian dollars)

(unaudited)

5.

Common Stock

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

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PART II – OTHER INFORMATION

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

         RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements, principally in ITEM #2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.  These statements may be identified by the use of words like “plan”, “expect”, “aim”, “believe”, “project”, “anticipate”, “intend”, “estimate”, “will”, “should”, “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends.  In particular, these include statements about the Company’s strategy for growth, property exploration, mineral prices, future performance or results of current or anticipated mineral production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings.

Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties.  Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, among other things, the factors discussed in this Quarterly Report and factors described in documents that we may furnish from time to time to the Securities and Exchange Commission.  We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.

Results of Operations

The Company has not had any sources of revenue to date and has financed its activities substantially through equity financing.  The Company has incurred net losses each year since inception and, as of 08/31/2014 had an accumulated deficit of $5,548,942.

Operating Expenses for the Six Months Ended 08/31/2014 were $82,111 compared to $64,865 for the same period last year.  Consulting/management fees were slightly lower ($18,250 vs. $18,310).  Professional fees were also higher ($30,137 vs. $20,402). “Office/Rent/Telephone/Administrative Services” also reduced slightly ($16,580 vs. $17,403).  Net Loss was significantly higher, ($279,808 vs. $64,865) due to the $197,697 loss on the settlement of debts to related parties.  Loss Per Share was $(0.01) vs $0.00 in the prior year period.

Liquidity and Capital Resources

The Company had a working capital deficit of $149,255 at 08/31/14, compared to a working capital deficit of $462,789 at 2/28/2014. The deficit decreased due to a decrease in amounts due to related parties by settlement of debt through issuance of shares.  Net Cash Used in Operating Activities for the Six Months Ended 08/31/14 was $32,736 vs. $25,601 in the prior-year period. Net Cash Used in Investing Activities was $nil versus $nil.  Net Cash Provided by Financing Activities was $32,736 versus $25,601.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         No Disclosure Necessary

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ITEM 4.  CONTROLS AND PROCEDURES

a.  Evaluation of Disclosure Controls and Procedures

As required by Rule 13(a)-15 under the Exchange Act, in connection with this interim report on Form 10-Q, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company has evaluated its disclosure controls and procedures as of August 31, 2014, and concluded the disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described in our annual report on Form 10-K for the year ended February 28, 2014.

Changes in Internal Control/Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the six months ended August 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 4T.  CONTROLS AND PROCEDURES

          Not Applicable

PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         No Disclosure Necessary

ITEM 1A.  RISK FACTORS

          Not Applicable

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         a.  No Disclosure Necessary

         b.  No Disclosure Necessary

         c.  No Disclosure Necessary

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         No Disclosure Necessary

ITEM 4.  MINE SAFETY DISCLOSURES

         No Disclosure Necessary

ITEM 5.  OTHER INFORMATION

         a.  Reports on Form 8-K:

               No Disclosure Necessary

         b.  Information required by Item 407(C)(3) OF Regulation S-K:

               No Disclosure Necessary

ITEM 6.  EXHIBITS

Exhibit 31.1

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

Exhibit 32.1

Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

101.INS:     XBRL Instance Document

101.SCH:     XBRL Taxonomy Extension Schema Document

101.CAL:     XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF:     XBRL Taxonomy Extension Definition Linkbase Document

101.LAB:     XBRL Taxonomy Extension Label Linkbase Document

101.PRE:     XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bi-Optic Ventures Inc. -– SEC File No. 000-49685

Registrant

Date: October 20, 2014         /s/ Harry Chew                            

                                Harry Chew, President/CEO/CFO/Director

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Exhibit 31.1

CERTIFICATIONS

I, Harry Chew, certify that:

1.

I have reviewed this Form 10-Q Quarterly Report of Bi-Optic Ventures Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  October 20, 2014

/s/ Harry Chew

Harry Chew, Chief Executive Officer and Chief Financial Officer

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bi-Optic Ventures Inc. (the “Company”) for the interim period ended August 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harry Chew, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

October 20, 2014

/s/ Harry Chew

Harry Chew

Chief Executive Officer, Chief Financial Officer, and Director

(Principal Executive Officer)

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