UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-182856

OptiLeaf, Inc.

(Exact name of registrant as specified in its charter)

Florida

47-1553134

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

924 N Main St,

Wichita, KS, 67203

(Address of principal executive offices)(Zip Code)

(855) 678-4532

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

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 Act). Yes ☐ No ☒

As of September 30, 2020, the registrant had 20,943,753 shares of its common stock outstanding.

OptiLeaf, Incorporated

Balance Sheets

ASSETS
	September 30			December 31
	2020			2019
	(unaudited)
Current Assets:
Cash	$	37,647		$	20,495
Accounts receivable		-			7,590
Inventory		-			4,044
Total current assets		37,647			32,129

Total Assets	$	37,647		$	32,129

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	1,683		$	33,995
Accrued payroll		2,142			6,001
Current portion of long term debt		1,284
Related party loan		20,000			-
Total current liabilities		25,109			39,996

Payroll Protection Program Advance		10,488
Long term loans payable - related parties		5,000			5,000
Long term loans payable		42,796			40,000
Total long term liabilities		58,284			45,000

Total Liabilities		83,393			84,996

Commitments and Contingencies (Note 6)					-

Stockholders’ Equity (Deficit):
Common stock, no par value; 100,000,000 shares authorized; 20,943,753 and 20,943,753 issued and outstanding at September 30, 2020 and December 31, 2019		821,000			821,000
Accumulated deficit		(866,746	)		(873,867	)
Total Stockholders’ Deficit		(45,746	)		(52,867	)

Total Liabilities and Stockholders’ Deficit	$	37,647		$	32,129

(See accompanying notes to unaudited financial statements)

OptiLeaf, Incorporated

Statements of Operations

(unaudited)

	For the Three Months						For the Nine Months
	September 30						September 30
	2020			2019			2020			2019
Revenue
Product sales and services	$	26,236		$	21,882		$	93,947		$	60,811
Cost of goods sold		(2,183	)		(1,174	)		(21,523	)		(7,637	)
Gross income		24,053			20,709			72,424			53,175

Expenses:
Other		3,373			6,498			18,926			14,576
Payroll		13,959			10,659			47,477			38,258
Professional fees		12,297			1,202			12,297			11,442
Rent		-			6,000			-			11,857
Supplies		-			122			-			1,076
Travel		262			308			1,139			3,332
Total operating expenses		29,891			24,789			79,839			80,541

Net loss before other income and provision for income taxes		(5,838	)		(4,080	)		(7,415	)		(27,366	)

Other income (expense)
Doubtful account adjustment		(6,912	)		-			(24,769	)		-
Adjustment for forgiven rent		-			-			29,153			-
Other income		1,200			900			4,700			3,000
Interest income		1,905			149			5,451			2,420
Total other income		(3,808	)		1,049			14,536			5,420

(Net loss) income for the three and nine months	$	(9,645	)	$	(3,031	)	$	7,121		$	(21,946	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Basic and diluted weighted average number of shares outstanding		20,943,753			20,943,753			20,943,753			20,943,753

(See accompanying notes to unaudited financial statements)

OptiLeaf, Incorporated

Statement of Stockholders’ Deficit

For the Nine and Three Months Ended September 30, 2020 and 2019

(unaudited)

	Common Stock				Treasury Stock					Accumulated			Stockholders’
	Shares		Amount		Shares		Amount			Deficit			(Deficit)
Balances, December 31, 2019		20,943,753	$	821,000		-	$	-		$	(873,867	)	$	(52,867	)
Net income for the nine months		-		-		-		-			7,121			7,121
Balances, September 30 2020		20,943,753	$	821,000		-	$	-		$	(866,746	)	$	(45,746	)

Balance, December 31, 2018		20,777,086	$	796,000		1,000,000	$	(40,000	)	$	(856,438	)	$	(100,438	)
Common shares sold for cash		166,667		25,000		-		-			-			25,000
Net loss for the nine months		-		-		-		-			(21,946	)		(21,946	)
Balances, September 30, 2019		20,943,753	$	821,000		1,000,000	$	(40,000	)	$	(878,384	)	$	(97,384	)

Balances, June 30, 2020		20,943,753	$	821,000		-	$	-		$	(857,101	)	$	(36,101	)
Net loss for the three months		-		-		-		-			(9,645	)		(9,645	)
Balances September 30, 2020		20,943,753	$	821,000		-	$	-		$	(866,746	)	$	(45,746	)

Balances, June 30, 2019		20,943,753	$	821,000		1,000,000	$	(40,000	)	$	(875,352	)	$	(94,352	)
Loss for the three months		-		-		-		-			(3,031	)		(3,031	)
Balances, September 30, 2019		20,943,753	$	821,000		1,000,000	$	(40,000	)	$	(878,384	)	$	(97,384	)

(See accompanying notes to unaudited financial statements)

OptilLeaf, Incorporated

Statements of Cash Flows

(unaudited)

	For the Nine Months Ended
	September 30
	2020			2019
Cash flows from operating activities:
Net loss	$	7,121		$	(21,946	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in opeerating assets and liabilities
Decrease in accounts receivable		7,590			25
Decrease (increase) in inventory		4,044			(6,143	)
Increase (decrease) in accounts payable and accrued expenses		(32,313	)		5,321
Increse in accrued interest		180			-
Increase (decrease) in accrued payroll		(3,859	)		(4,553	)
Increase in deferred revenue		-			8,485
Net cash used in operating activities		(17,236	)		(18,811	)

Cash flows from investing activities:
Net cash used in investing activities		-			-

Cash flows from financing activities:
Common shares sold for cash		-			25,000
Repayment of loan		(40,000	)
Proceeds from Payroll Protection Pllan		10,488			-
Proceeds of SBA loan		43,900
Proceeds from loan - related parties		20,000			-
Net cash provided by financing activities		34,388			25,000

Net increase (decrease) in cash		17,152			6,189

Cash at beginning of period		20,495			11,290
Cash at end of period	$	37,647		$	17,479

Supplemental cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

(See accompanying notes to unaudited financial statements)

OptiLeaf, Incorporated

Notes to Financial Statements

For the Nine Months Ended September 30, 2020

Organization

OptiLeaf Incorporated (“OptiLeaf” or the “Company”) was incorporated in Florida in August 2014. The Company has been in the infancy stage since inception and has generated minimal sales to date. The Company plans to develop, market and sell integrated software and hardware to the agriculture industry for the seamless tracking and management of growth, task automation and sale of their clients’ products.

Note 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Summary of Significant Accounting Policies

The accompanying unaudited interim financial statements of OptiLeaf, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the period ended December 31, 2019 contained in the Company’s Form 10K originally filed with the Securities and Exchange Commission on July 1, 2021. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the year ended December 31, 2019, as reported on July 1, 2021 in the Company’s Form 10K, have been omitted.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents consisted of money market funds. At September 30, 2020, the Company had cash of $37,647 on hand.

Accounts Receivable

The Company has $0 and $7,590 of trade accounts receivable at September 30, 2020 and December 31, 2019. The Company reviews the accounts receivable, at least quarterly, and, if appropriate, records an allowance for doubtful accounts. On September 30, 2020 an allowance of $33,253 was required. No allowance was required on December 31, 2019.

Inventory

On September 30, 2020 and December 31, 2019 the Company had $0 and $4,044 worth of inventory. The inventory consisted of equipment and other items necessary to enable customers to utilize the Company’s proprietary software. Inventory is valued at cost and reviewed each quarter for obsolescence, No impairment was deemed necessary at either September 30, 2020 or December 31, 2019.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

OptiLeaf, Incorporated

Notes to Financial Statements

For the Nine Months Ended September 30, 2020

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

The Company has assessed the impact of the guidance by performing the following five steps analysis:

Step 1: Identify the contract

Step 2: Identify the performance obligations

Step 3: Determine the transaction price

Step 4: Allocate the transaction price

Step 5: Recognize revenue

The Company generates revenue from the sale of its software service. Revenue is recognized monthly through a subscription application which requires the user to pay monthly in advance. If the user does not pay the monthly access fee the Company has the right to cancel the users’ access to the software. Revenue is recognized each month under the terms of a contract with the customer. Satisfaction of contract terms is continuous, but, may be terminated at the Company’s discretion if payment is not received. The amount of consideration the Company expects to receive consists of the agreed upon subscription fee adjusted for any agreed upon changes. In applying judgment, the Company considers customer expectations of performance, materiality and the core principles of ASC Topic 606. The Company’s performance obligations are generally transferred to the customer at a point in time. The Company’s contracts with customers generally do not include any other variable considerations.

Recent Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.

Note 3. GOING CONCERN

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced losses, as a result of the investment necessary to achieve its operating plan, which is long-range in nature, during its infancy stage. As of September 30, 2020 the Company has sustained accumulated losses of $866,746. For the nine months ended September 30, 2020 the Company had net income of $7,121 and a net loss of $21,946 during the nine months ended September 30, 2019. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

During the nine months ended September 30, 2020 the Company used net cash in operating activities of $17,236 for operating expenses compared to $18,811 during the nine months ended September 30, 2019. During the nine months ended September 30, 2020 the Company received funds of $10,488 from the Payroll Protection Plan, $43,900 from the Small Business Administration and $20,000 from related parties, and repaid a loan payable of $40,000. The Company received $25,000 from the sale of common stock, during the nine months ended September 30, 2019.

The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern for the next twelve months.

OptiLeaf, Incorporated

Notes to Financial Statements

For the Nine Months Ended September 30, 2020

To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms and timely manner, if at all. The failure to obtain the necessary working capital would have a material adverse effect on the business prospects and, depending upon the shortfall, the Company may have to curtail or cease its operations.

The accompanying financial statements do not include any adjustment to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

Note 4: LOANS PAYABLE

On April 29, 2020 the Company received, a two year advance of $10,488, from Legacy Bank, under the Paycheck Protection Program. Forgiveness was applied for on June 1, 2021.

On August 21, 2020, the Company received a, thirty year, loan from the Small Business Administration, in the amount of $43,900 bearing interest of 3.75%. First payment of $241 due on June 17, 2021.

Note 5. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2018, two related party shareholders made unsecured loans, to the Company, totaling $45,000, maturing on April 1, 2020, bearing interest of 3%. $40,000 was repaid on December 31, 2019 by the transfer, of the 1,000,000 previously issued treasury shares, to the two related party shareholders.

During the nine months ended September 30, 2020 the same related parties made an unsecured, non-interest bearing $20,000 loan to the Company, repayable on August 1, 2020. The loan was repaid, on April 15, 2012, with interest of $276.

Common stock

The Company has authorized 100,000,000 shares of no par value common stock. At September 30, 2020, the number of shares of common stock issued was 20,943,753.

On July 25, 2018, the Company issued, for cash, to two investors, 333,334 restricted common shares for a total of $50,000, recorded at a cost of $0.15 per share.

On March 19, 2019, the Company issued, for cash of $25,000, to an investor, 166,667 restricted common shares recorded at a cost of $0.15 per share.

Note 6. CONCENTRATION CREDIT RISK

All accounts receivable as of September 30, 2020 were fully impaired. On December 31, 2019 the Company had 2 non – related customers that owed 25.6% and 19.6% of total accounts receivable.

The Company maintains its cash balances in a local financial institution which at times may exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation (FDIC).

Note 7. COMMITMENTS AND CONTINGENCIES

On August 10, 2018 the Company leased its offices for six years, payable at the rate of $2,000 per month, plus the Company’s pro rata share of operating expenses. The space was not utilized and the agreement was terminated, on January 1, 2019, without penalty, by mutual consent.

Note 7. SUBSEQUENT EVENTS

Subsequent to August 22, 2021 and through the date when this report was completed, the Company has evaluated subsequent events through the date the financial statements were issued and has not identified any reportable events.

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

The unaudited financial statements were prepared and presented in accordance with generally accepted accounting principles in the United States. The information and financial data discussed below is only a summary and should be read in conjunction with the related notes contained elsewhere in this prospectus. The financial statements contained elsewhere in this prospectus fully represent our financial condition and operations; however, they are not indicative of our future performance.

Overview

We were incorporated under the laws of the State of Florida on August 11, 2014. OptiLeaf, Inc. was formed to provide a world-class fully integrated turn-key growth management system for the cannabis industry to help dispensary owners, grow operations and caregivers increase their sales and reduce costs, increase their company’s productivity and profitability and reduce or eliminate the need for manual labor while maximizing yield. We are presently a development stage company with minimal customers, sales, suppliers, or inventory as of this filing.

The outbreak of COVID19 coronavirus in China and Asia starting from the beginning of 2020 has resulted in in implementing our business plan. The Company followed the restrictive measures implemented in the United States, by suspending contacting clients or contacting clients remotely during February and March 2020. The Company gradually resumed contacting clients in person starting in April 2021. The recent developments of COVID 19 are expected to result in lower revenue and net income in 2020. Other financial impact could occur though such potential impact is unknown at this time.

OptiLeaf s target market includes dispensaries and grow operations.

OptiLeaf has completed the development of its Grow Pro and POS management software. Both products are being beta tested in the state of Colorado and we are currently looking for beta testers in the states of Washington and Oregon. OptiLeaf has completed integration with Metric in the State of Colorado and Oregon and with BioTrack in the state of Washington.

OptiLeaf planned on commencing the development of its wireless network censors in the latter half of 2019. The Covid 19 virus has, temporarily, delayed implementation of that, full, plan. We believe our integrated hardware will be capable of monitoring and adjusting light, soil moisture, CO2, temperature, ventilation, nutrients, and humidity as needed, in real time and around-the-clock.

Our Product

Once developed, the heart of our system will be the innovative multi-purpose growth management software suite. OptiLeaf plans to add proprietary hardware components, which we believe, together with software, will provide a turn-key growth management system. The system, once developed and implemented, will potentially allow growers to realize significant labor savings as common grow house tasks are fully automated. Once developed, we believe our integrated hardware is capable of monitoring and adjusting light, soil moisture, CO2, temperature, ventilation, nutrients, and humidity as needed, in real time and around-the-clock. Once developed, we believe our user interface, data tracking, and remote access capabilities could potentially allow growers to monitor, adjust, and manage their facilities as needed from anywhere in the world, however, none of our products are fully developed or available for sale or use at this time, and there can be no assurance that our products will ever become fully developed, or will gain market acceptance when and if fully developed.

Our Strategy

OptiLeaf offers a complete line of hardware and software technological solution for the cannabis industry.

Our software is a seed-to-sale growth management system, designed to not only offer a complete grow automation system, but to enhance every aspect of the medical cannabis business.

Our wireless sensor networks will include an array of products that control, monitor, and automate all aspects of the grow house operations. Our principal product, OptiLeaf GrowPro Elite, provides a complete, robust state-of-the-art hardware and software solution for large cultivation operations with multiple locations.

The heart of our system will be a multi-purpose growth management software suite. OptiLeaf will add proprietary hardware components, which, together with software, will provide a turn-key growth management system. The system will potentially allow growers to realize significant labor savings as common grow house tasks are fully automated. Our integrated hardware is capable of monitoring and adjusting light, soil moisture, CO2, temperature, ventilation, nutrients, and humidity as needed, in real time and around-the-clock. Our user interface, data tracking, and remote access capabilities allow growers to monitor, adjust, and manage their facilities as needed from anywhere in the world.

Our products will be manufactured in the USA, managed by a team possessing years of experience with domestic and overseas production. OptiLeaf does not directly distribute, sell, grow, harvest cannabis or any substances that violate United States law or the Controlled Substances Act, nor does it intend to do so in the future.

While individual components of our system are available from our main competitors, OptiLeaf believes it will have the first and only system to completely integrate all aspects of growth automation and management into one system.

Marketing

OptiLeaf will focus its sales and marketing efforts in the states of Colorado, Oregon, Oklahoma, and Washington at this point. Once the rules and regulations for the state of California are introduced, we plan to expand our marketing efforts into that state as well. We have decided to focus our efforts with the most developed and broadest customer base at this point.

We are currently in the process of interviewing and hiring for full time marketing and sales personnel in Colorado, Oregon and Washington.

There is a total of 8,100 potential customers in the states of Colorado, Oregon, Oklahoma, and Washington.

Operations

OptiLeaf’s operational strategies behind the development of our products and services are based on design, innovation, and added value. When developing a new product, we want to be the leader by introducing innovative features that will allow cannabis cultivators to lower their costs, boost yields, and maximize production capacity. Furthermore, when OptiLeaf develops new goods or services, we will package them with support services as well as immediate observable and psychological benefits. Our focus is on how our products and services stand against the competition and how our technical measures relate to the customers’ needs.

Over the next twelve months, we anticipate expenses of up to $175,000 including general, administrative and corporate expenses. The extent of such expenses will depend upon the successful implementation of our financing strategy and the acceleration of our business plan accordingly.

We expect to finance our operations primarily through our existing cash, our operations and any future financing. If we do not obtain additional funding, we will continue to operate on a reduced budget until such time as more capital is raised. We believe that we could operate with our current cash on hand while satisfying any shortfall in cash flow with income that will be generated after the launch of our sales and marketing programs. However, to effectively implement our business plan, we will need to obtain additional financing in the future.

If we obtain financing, we would expect to accelerate our business plan and increase our advertising and marketing budget, hire additional staff members, and increase our office space and operations all of which we believe would result in the generation of revenue and profit for our company.

Results of Operations

We have conducted minimal operations during the period from inception (August 11, 2014) to September 30, 2020. We generated revenue of approximately $217,465 during this period. We had net losses of approximately $866,746 for that period.

Liquidity and Capital Resources

As of September 30,, 2020, we had cash of $37,647. Our primary uses of cash were for employee compensation and working capital. The main sources of cash were from our founders and from private placement of securities. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

●

An increase in working capital requirements,

●

Addition of administrative and sales personnel as the business grows,

●

Increases in advertising, public relations and sales promotions as we commence operations,

●

Research and Development,

●

The cost of being a public company and the continued increase in costs due to governmental compliance activities.

During the nine months ended September 30, 2020 the Company used $17,237, net cash, in operating activities compared to $18,811 for the nine months ended September 30, 2019. During the same nine months we repaid a $40,000 loan and received $10,488 from the Payroll Protection Plan, $43,900 from the Small Business Administration and $20,000 from related parties compared to $25,000 from the sale of common stock during the nine months ended September 30, 2019.

We plan to fund our activities through our existing cash on hand, through revenue generated from the sale of our services, and through additional debt or equity financing. If we are unable to raise funds when required or on acceptable terms, we may have to significantly scale back, or discontinue, our operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. At September 30, 2020, the Company had $37,647 cash on hand.

Recently Issued Accounting Pronouncements

We do not expect that other recently issued accounting pronouncements will have a material impact on our financial statements.

Going Concern

Our financial statements have been prepared on a going concern basis. As of September 30, 2020 we have not generated significant revenues since inception. We expect to finance our operations primarily through our existing cash, our operations and any future financing. However, there is no assurance we will be able to obtain such capital, through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are not required to provide the information required by this Item because we are a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s President, Chief Financial Officer, Secretary, Treasurer and Director, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reasons discussed below.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2020. The framework used by management in making that assessment was the criteria set forth in the document entitled ” Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our President and Chief Financial Officer have determined and concluded that, as of September 30, 2020, the Company’s internal control over financial reporting were not effective.

A material weakness is a deficiency, or a 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 our financial reporting as of September 30, 2020, the Company determined that the following items constituted a material weakness:

●

The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function;

●

The Company’s accounting department, which consists of a limited number of personnel, does not provide adequate segregation of duties and timely information; and

●

The Company does not have effective controls over period end financial disclosure and reporting processes.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. Management plans to take action and implementing improvements to our controls and procedures when our financial position permits.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the permanent exemption of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits, Financial Statement Schedules

Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
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 *

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.

Date: September 28, 2021

	OptiLeaf Inc

	By:	/s/ Thomas Tran
	Name:	Thomas Tran
	Position:	Chief Executive Officer,
		Chief Technology Officer
		President

	By:	/s/ Nick Nguyen
	Name:	Nick Nguyen
	Position:	Chief Operating Officer,
		Chief Financial Officer
		Duly Authorized and
		Principal Financial Officer

OPTILEAF, INC. 10-Q