Optec International, Inc. - FORM 10-Q/A

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Optec International, Inc.	ex32x1.htm
EX-31.1 - EXHIBIT 31.1 - Optec International, Inc.	ex31x1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2017

[_] Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________________to ________________

Commission file number 333-198993

OPTEC INTERNATIONAL, INC.

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(Exact name of Registrant as specified in its charter)

Wyoming

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(State or other jurisdiction of incorporation)

333-198993

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(Commission File Number)

45-5552519

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(IRS Employer Identification No.)

2721 Loker Avenue West

Carlsbad, CA 92010

(760) 444-5566

www.OptecIntl.com

(Address and telephone number of registrant’s principal executive offices and principal place of business)

1010 Industrial Road, Suite 70

Boulder City, Nevada, 89005

702-769-4529

(Former address of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] 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 (ss.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 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 Act.

Large accelerated filer [_]	Accelerated filer [_]
Non-accelerated filer [_]	Smaller reporting company [X]
(Do not check if a smaller reporting company)
Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at November 8, 2017
Common Stock, $0.001 par value per share	23,244,500

EXPLANATORY NOTE

This Amendment, Form 10-Q/A amends the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, as filed with the Securities and Exchange Commission (the "SEC") on November 8, 2017 (the "Original Filing").

The purpose of this Amendment on Form 10-Q/A is due to the fact that the Company failed to provide the correct Exhibit 31 certification. The correct exhibit 31 is attached to this 10-Q/A as an exhibit. In addition the Company failed to file the correct details regarding the acquisition of International Licensing Rights in subsequent events. (Please refer to the corrected subsequent events in Note 9 Subsequent events on page 33).Except as stated herein, this Form 10-Q/A does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the original Form 10-Q that may have been affected by events or transactions occurring subsequent to such filing date.

OPTEC INTERNATIONAL, INC.

TABLE OF CONTENTS

INDEX

		Page

Part I.	Financial Information

Item 1.	Financial Statements:	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4.	Controls and Procedures	14

Part II.	Other Information	14

Item 1.	Legal Proceedings	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3.	Defaults upon Senior Securities	14

Item 4.	Mine Safety Disclosures	14

Item 5.	Other Information	14

Item 6.	Exhibits	14

Signatures		15

ITEM 1. CONDENSED FINANCIAL STATEMENTS

UNAUDITED FINANCIAL STATEMENTS

OPTEC INTERNATIONAL, INC.

TABLE OF CONTENTS

September 30, 2017

Condensed Unaudited Financial Statements
Balance Sheet as of September 30, 2017 and June 30, 2017 (unaudited)	4
Statements of Operations for the three months ended September 30, 2017 and 2016 (unaudited)	5
Statements of Cash Flows for the three months ended September 30, 2017 and 2016 (unaudited)	6
Notes to the Unaudited Financial Statements	7

OPTEC INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

	September 30, 2017			June 30, 2017

Assets
Current Assets
Cash	$	2,634		$	342
Accounts Receivable		90,900			4,700
Total Current Assets		93,534			5,042

Other Assets
Web development costs, net of accumulated amortization of $9,250 and $8,500 respectively.		5,750			6,500
Other intangible assets, net of accumulated amortization of $4,873 and $4,604 respectively.		5,877			6,146

Total Assets	$	105,161		$	17,688

Liabilities And Stockholders' Equity

Current Liabilities
Accounts payable	$	68,833		$	7,000
Loan-Related Party		100			-
Total Current Liabilities		68,933			7,000

Total Liabilities		68,933			7,000
Commitments and Contingencies
Stockholders' Equity
Common stock $0.001 par value 75,000,000 shares authorized 52,944,500 shares issued and outstanding		52,945			52,945
Additional paid-in-capital		505			505
Accumulated Earnings (deficit)		(17,222	)		(42,762	)
Total Stockholders' Equity		36,228			10,688

Total Liabilities and Stockholders' Equity	$	105,161		$	17,688

See accompanying notes to unaudited financial statements.

OPTEC INTERNATIONAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended			Three Months Ended
	September 30, 2017			September 30, 2016

Revenue
Formula	$	4,500		$	7,100
Optec Fuel Maximizer Units		90,150			-
Total Revenue		94,650			7,100

Cost of goods sold		58,360			-

Gross Profit		36,290			7,100

Operating Expenses
Professional fees		8,573			8,000
Amortization		1,019			1,019
General and Administrative		158			3
Consulting		1,000			-
Total Operating Expenses		10,750			9,022

Income (Loss) before taxes		25,540			(1,922	)

Income tax expense (benefit)		-			-

Net Income (loss)	$	25,540		$	(1,922	)

Income (Loss) Basic and Diluted	$	(0.00	)*	$	(0.00	)*

Weighted Average of Common Shares Outstanding - Basic and Diluted		52,944,500			52,944,500

* denotes income or (loss) of less than $0.01 per share

See accompanying notes to unaudited financial statements.

OPTEC INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended			Three Months Ended
	September 30, 2017			September 30, 2016
Cash Flows from Operating Activities
Net income (loss)	$	25,540		$	(1,922	)
Adjustments to Reconcile Net Income (Loss) To Net Cash Provided by (Used In) Operating Activities:
Amortization expense		1,019			1,019
Changes in operating assets and liabilities
Accounts Payable		61,833			2,500
Accounts Receivable		(86,200	)		(7,100	)
Related Party Loan		100			-


Net Cash Provided by (Used in) Operating Activities-		2,292			(5,503	)

Cash Flows from Investing Activities		-			-
Net Cash from Investing Activities		-			-

Increase/Decrease in Cash		2,292			(5,503	)

Cash at Beginning of Period		342			8,977

Cash at End of Period	$	2,634		$	3,474

Supplemental disclosure
Cash paid for Interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to unaudited financial statements.

OPTEC INTERNATIONAL, INC.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE QUARTERS ENDED SEPTEMBER 30, 2017 AND 2016

Note 1 – NATURE OF OPERATIONS

Optec International, Inc. (Formerly Green Meadow Products, Inc. "the Company", "we", "us" or "our") was incorporated under the laws of the State of Wyoming on June 22, 2012.

We made a decision to review additional potential products for marketing and distribution in what we consider to be the “Green Sector” or “environmentally friendly”. As a result we acquired seven Optec Fuel Maximizer units for vehicles for testing; comprised of 2 HD Optec Fuel Maximizers, 2 Intermediate Optec Fuel Maximizers, 1 Optec Fuel Maximizer for gas passenger cars, 1 Optec Fuel Maximizer for diesel passenger cars. We have subsequently sold the units and have made additional sales of the Optec Fuel Maximizer units internationally in the first quarter of 2017. The Optec Fuel Maximizer is an on demand technology designed for computer controlled gasoline and diesel engines for improved fuel efficiency while simultaneously reducing harmful emissions. We believe that the technology can reduce greenhouse gas emissions which, in turn, could conceivably aid in making the air much healthier in our cities.

As a result of the Company's testing of the units which we determined to have met the claims of the manufacturer, Optimized Fuel Technologies, we have entered into an international non-exclusive distributor agreement with Optimized Fuel Technologies and have changed the Company's name from Green Meadow Products, Inc. to Optec International, Inc. which we believe will better serve the Company's future plans. (For further information on Optec Products acquired-www.optecmpg.com)

We also remain focused on the sales of licensing rights to our Green Meadow PR formula and the manufacturing and sales of our Green Meadow PR formula, as well as the manufacturing and sales of our PawPal product and our recently acquired stress relief formula. We have also tested and sold organic dog treats which contain our pain relief formula and are currently seeking funding sources for the manufacturing of the dog treats as well as our pain relief product for dogs. We have also produced formulas for energy bars.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

BASIS OF PRESENTATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company's year-end is June 30.

ESTIMATES

The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

CUSTOMER AND PURCHASE CONCENTRATION

During the quarters ended September 30, 2017 and 2016, the following customers represented more than 10% of the Company’s sales:

	September 30, 2017			September 30, 2016
	$		%	$		%
Total licensing revenue		4,500	4.9		7,100	100
Total Optec Unit product revenue *		88,950	95.1		-
Total revenue	$	93,450	100	$	7,100	100

Customer Concentration Totals
Customer A	$	4,500	4.9	$	-	-
Customer B					7,100	100
Customer C		3,850	4.1		-	-
Customer D		31,600	33.8		-	-
Customer E		53,500	57.2		-	-
Concentration total	$	93,450	100	$	7,100	100

WEBSITE DEVELOPMENT COSTS

Under ASC350-50, Website Development Costs, costs and expenses incurred during the planning and operating stages of the Company's website are expensed as incurred. Under ASC 350-50, costs incurred in the website application and infrastructure development stages are capitalized by the Company and amortized to expense over the website's estimated useful life or period of benefit which is estimated to be 5 years.

OTHER INTANGIBLE ASSETS

Under ASC 350-50-1, costs incurred in the acquisition of an intangible asset are capitalized by the Company. As of September 30, 2017 and 2016, our intangible asset related to the purchase of our Green Meadow PR formula for natural pain relief for animals and is being amortized to expense over the formula's estimated useful life or period of benefit which is estimated to be 10 years using straight-line method.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

INCOME TAXES

We account for income taxes in accordance with FASB ASC 740, Income Taxes which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605") ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

The Company's revenues have been generated primarily through sublicense and distribution agreements related to our PawPal product and our pain relief products as well as sales of the Optec Fuel Maximizer units. The terms of these agreements generally consist solely of upfront, nonrefundable payments for licensing and distribution rights. Revenues from non-refundable licensing and distribution fees are recognized upon receipt of the payment if the license has stand-alone value and we do not have ongoing involvement or obligations.

For the quarters ended September 30, 2017 and 2016, all license payments met the above criteria or in the case of one contract, the only continuing involvement was to sell our products to the distributor at pricing that is consistent with market transactions, thereby allowing for the recognition of revenue for the licensing and distribution arrangements upon receipt.

When non-refundable license fees do not meet this criteria, the license revenues are recognized over the expected period of performance. We periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments and license fees. If ever applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement.

TRADE RECEIVABLES

Trade Receivables are the amount of billed or unbilled claims or other similar items subject to uncertainty concerning their determination or ultimate realization under contracts that are expected to be collected in the next rolling twelve months following the latest balance sheet presented. Our policies on receivables varies per customer, but in no case do we allow for a receivable to be outstanding for more than 12 months. As of September 30, 2017, we had a receivable totaling $90,900 of which $3,850 was due from Optec Global for an invoice dated September 27, 2017, a receivable of $31,600 from Go Green APU for an invoice dated September 28, 2017 and a receivable of $53,500 from Nektar for an invoice dated September 28, 2017. We had a receivable from Belu Organics of $1,950 for an invoice dated July 10, 2017 of $4,500 of which $2,550 was paid leaving a balance due of $1,950.

NET INCOME (LOSS) PER SHARE OF COMMON STOCK

The Company computes net income (loss) per share in accordance with ASC 105, "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potentially dilutive debt or equity instruments issued and outstanding during the quarters September 30, 2017 and 2016.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations other than in respect of the early adoption of the new regulations relating to Development Stage Entities as discussed above.

Note 3 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at September 30, 2017, the Company had yet to establish a proven, reliable, recurring source of revenue to fund its ongoing operating costs and with insufficient funds to fully implement its proposed business plan. This raises substantial doubt about the Company's ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

NOTE 4-BUSINESS SEGMENTS

The Company’s management reviews the results of the Company’s operations by the following two business segments:

• Pet Products\Formula Licensing, and

• Optimized Fuel Technology Units

Segment performance is measured based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. As such, management’s measure of profitability for these segments does not include the effect of corporate overhead (see (a) below), nor does it include depreciation and amortization, other (income) expense, net and income taxes, or stock-based compensation which is included within corporate overhead. Assets and liabilities are reviewed at the consolidated level by management and not accounted for by segment.

Segment Performance:
Net revenues	September 30, 2017		September 30, 2016
Net revenues:
Pet Products\Formula Licensing	$	4,500	$	7,100
Optimized Fuel Technology Units (1)		31,790		-
Total net revenues	$	36,290	$	7,100

(1)	Total revenue for the quarter ended September 30, 2017 for sales of Optimized Fuel Technology Units was $90,150 with cost of goods equating to $58,360.

Corporate expenses and depreciation and amortization were shared between the segments.

Note 5 –LICENSING AND SERVICE AGREEMENTS

On August 28, 2017, we sold a non-exclusive formula for energy bars to Belu Organics, Inc. for $4,500.

Note 6 - RELATED PARTY TRANSACTIONS

We entered into an agreement on January 15, 2015 with our past President, Stanley Windhorn, for a salary to be paid in the amount of $2,000 per month. For the three months ended March 31, 2015, $6,000 was paid to Mr. Windhorn per the agreement. Subsequently, we determined that the revenues generated by the Company were not sufficient to support operations and a salary. We entered into a new employment agreement on April 1, 2015 which supersedes any past agreements whereby Stan Windhorn under the new agreement will be awarded compensation at the discretion of the Company’s board. The Company has not incurred any salary under this new agreement since April 1, 2015 to the date of the issuance of this Form 10K.

$100 was loaned to the Company by its CEO for the purpose of opening the Company’s Optec International, Inc. bank account.

Note 7 – SUBSEQUENT EVENTS

Management has reviewed events between September 30, 2017 to the date that the financials were issued, and other than the following there were no other significant events identified for disclosure.

On October 4, 2017 the agreement with Optimized Fuel Technologies for the acquisition of International Licensing Rights was amended whereby the entire agreement was cancelled due to a disagreement as to the valuation of the acquisition for the International Licensing Rights for sales of the Optec Fuel Maximizer units. Both parties agreed that the Company would continue to make international sales of the Optec Fuel Maximizer units under a mutually agreed upon distribution agreement. Four million 4,000,000 shares were authorized to be issued to Marcus Pawson, Vice President of International Marketing and Sales, for consulting services regarding the sales and negotiations for the Optec Fuel Maximizer with international markets. In addition 12,000,000 shares were authorized to be issued to Peter Sollenne as a signing bonus as an officer and director.

On October 4, 2017 ("The Effective Time"), Stan Windhorn resigned as Secretary of the Company and Peter Sollenne, CEO and CFO was appointed Secretary. As a result of Stan Windhorn's resignation his 49,700,000 shares were cancelled and an option agreement was entered into between the Company and Stan Windhorn for the purchase of one million shares of common stock at $5.00 per share. Stan Windhorn's resignation was not the result of any disagreement on any matter relating to the Company's operation, policies (including accounting or financial policies) or practices.

On October 4, 2017 the Company changed its address to 2721 Loker Avenue West, Carlsbad, CA 92010; telephone: (760) 444-5566. The Company's website is www.OptecIntl.com in relation to its intent to sell Optec Fuel Maximizer units . The Company currently continues to maintain its website for additional product lines at greenmeadowproducts .com.

ITEM 2. Management's discussion and analysis of financial condition and results of operations

GENERAL

Optec International, Inc. (formerly Green Meadow Products, Inc. ("the Company", "we", "us" or "our") was incorporated under the laws of the State of Wyoming on June 22, 2012.

The Company initially acquired a product for trucking fleets which it sold at a loss in order to focus on the pet product business. The Company now operates in the pet natural health supplement and related fields; with a focus on natural pet pain relief formulas and pet pain preventative products. We believe it will be able to successfully compete in today's natural supplement and related fields industry by controlling production costs and by limiting its distribution expenses using, primarily, online marketing tools to promote its products and to further develop its digital strategies.

Significant Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's consolidated financial statements which have been prepared in accordance with accounting principals generally accepted in the United States of America. The preparation of these financial statements 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 revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

The Company's revenues have been generated primarily through sublicense and distribution agreements related to our Paw Pal product and our pain relief products. The terms of these agreements generally consist solely of upfront, nonrefundable payments for licensing and distribution rights. Revenues from non-refundable licensing and distribution fees are recognized upon the completion of delivery of the license agreement and invoice to the customer and/or receipt of the payment if the license has stand-alone value and we do not have ongoing involvement or obligations.

For the year ended June 30, 2017 and the three month period ended September 30, 2017, all license payments met the above criteria or in the case of one contract, the only continuing involvement was to sell our products to the distributor at pricing that is consistent with market transactions, thereby allowing for the recognition of revenue for the licensing and distribution arrangements upon receipt.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Results of Operations

For The Three Months Ended September 30, 2017 Compared To The Three Months Ended September 30, 2016.

Revenue

During the quarter ended September 30, 2017 we had $94,650 in total sales of which $4,500 was attributed to sales to one customer for Green Meadow formula rights which equated to 5% of sales for the quarter, and $90,150 which was attributed to the sales of Optimize fuel technology units which equated to 95% of sales for the quarter.

During the quarter ended September 30, 2016 we had $7,100 in sales to Sandstone Enterprises for a sub license agreement for a dog treat formula which equated to 100% of sales for the quarter.

Cost of Sales

For the three month period ended September 30, 2017, we had cost of goods of $58,360 relating to the sale of Optimized Fuel Technology units.

For the three month period ended September 30, 2016, we had no cost of goods.

Gross Profit

For the three month period ended September 30, 2017, we recognized a gross profit of $36,290 from the sale of a sub license agreement for a dog treat product formula and sale of Optimized Fuel Technology units.

For the three month period ended September 30, 2016, we recognized a gross profit of $7,100 from sale of a sub license agreement for a dog treat formula.

Operating Expenses

For the three month period ended September 30, 2017, we incurred total operating expenses of $10,750 consisting of professional fees of $8,573 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $1,019, consulting fees of $1,000, which was paid for assistance in the marketing of the Optimized Fuel Technology Units, and general and administrative fees of $158.

For the three month period ended September 30, 2016, we incurred total operating expenses of $9,022 consisting of professional fees of $8,000 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $1,019, consulting fees of $0 and general and administrative fees of $3.

Income Tax

For the three month periods ended September 30, 2017 and 2016, we did not recognize tax expense.

Net Income (Loss)

For the three month period ended September 30, 2017, we recognized a net profit of $25,540 due to the factors discussed above.

For the three month period ended September 30, 2016, we recognized a net loss of $(1,922) due to the factors discussed above.

Liquidity and Capital Resources

For The Three Months Ended September 30, 2017 Compared To The Year Ended June 30, 2017.

As at September 30, 2017, the Company had cash on hand of $2,634, total assets of $105,161, total liabilities of $68,933 and stockholders' equity of $36,228 as compared to

June 30, 2017, where the Company had cash on hand of $342, total assets of $17,688, total liabilities of $7,000 and stockholders' equity of $10,688. The change in shareholders’ equity in the three months ended September 30, 2016 was largely attributable to operating income incurred in the period.

Operating Activities

For the three month period ended September 30, 2017, we generated $2,292 cash in operating activities compared to using $5,503 in cash used from operating activities for the three months ended September 30, 2016.

During the three months ended September 30, 2017, we incurred a net income of $25,540 which was reduced for cash flow purposes by $1,019 in non-cash expenses reduced further by a net increase in working capital liabilities of $24,267. By comparison, during the three months ended September 30, 2016, we incurred a loss of $1,922 which was reduced for cash flow purposes by $1,019 in non-cash expenses reduced further by a net increase in working capital liabilities of $4,600.

Investing Activities

For the three month period ended September 30, 2017 we had no investing activities.

Financing Activities

During the three months ended September 30, 2017 and 2016 we neither generated nor used any funds in financing activities.

Our auditor's report states the following with regard to our ability to continue as a going concern, "has yet to establish a reliable, consistent and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern".

The Company believes it may have sufficient cash resources available to fund its primary operation for the next twelve (12) months based on current sales. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations beyond the end of the Company's September 30, 2017 quarter. The Company has not negotiated nor has available to it any other third party sources of liquidity.

The Company has no, current, off balance sheet arrangements and does not anticipate entering into any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and chief financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1933 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to the our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1933) as of September 30, 2017. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, such controls and procedures were effective.

Changes in internal controls

There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company was not subject to any legal proceedings during the three and three month periods ended September 30, 2017 or 2016 and to the best of our knowledge and belief no proceedings are currently threatened or pending.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

No unregistered equity securities were issued sold during the three months ended September 30, 2017.

Item 3. Defaults upon Senior Securities

No senior securities were issued and outstanding during the three and three months ended September 30, 2017.

Item 4. Mining Safety Disclosures

Not applicable to our Company.

Item 5. Other Information

None.

ITEM 6. EXHIBITS

Number	Exhibit
31.1**	Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.

** Filed Herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

Dated: March 19, 2018	OPTEC INTERNATIONAL, INC.

	By:	/s/ Peter Sollenne
		Peter Sollenne,
		Chief Executive Officer

Optec International, Inc. - FORM 10-Q/A - March 19, 2018

Attached files

Optec International, Inc. Reports