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 12, 2014

BI-OPTIC VENTURES, INC.

(Exact Name of Registrant as Specified in its Charter)

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))

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Item 3.02 – Unregistered Sales of Equity Securities.

On December 12, 2014, Bi-Optic Ventures Inc. (the "Company") closed a non-brokered private placement of 10,000,000 units (the “Units”) 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”).  Each Warrant forming a part of the Units entitles the holder thereof to acquire one additional common share of the Company at a price of $0.15 per share at any time prior to the date that is 12 months from the date of issuance.  The Warrants have an accelerated exercise provision as follows: (i) during 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 (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 notice.  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 Units were sold to only to Accredited Investors and the sales were exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), pursuant to Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act.  

The Company would also like to make a correction to its news release dated October 29, 2014 in which it announced that the Warrants forming a part of the financing were “non-transferable”, but in fact such Warrants are transferable.

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 16, 2014

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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 17, 2014

 Bi-Optic Ventures Inc.           

 (Registrant)

/s/  Harry Chew                 

Harry Chew, President/CEO/CFO/Director

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