Maxray Optical Technology Co. Ltd. - FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

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

OF THE EXCHANGE ACT

Commission file number 333-147225

MAXRAY OPTICAL TECNOLOGY CO. LTD.

(Exact name of small business issuer as specified in its charter)

Delaware N/A

(State or other jurisdiction of (IRS Employer Identification No.)

incorporation or organization)

5618 Tenth Line West, Unit 9

Mississauga, Ontario, Canada L5M 7L9

(Address of principal executive offices)

(905) 824-6200

(Issuer’s telephone number)

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

The number of shares of the Registrant’s common stock issued and outstanding at September 30, 2009 was 25,728,850

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION PAGE

Item 1. Condensed Financial Statements 3

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

and Results of Operations 10

Item 3. Quantitative and Qualitative Disclosures About Market Risk 11

Item 4. Controls and Procedures 12

PART II

OTHER INFORMATION

Item 1. Legal Proceedings 12

Item 2. Unregistered Sales of Equity Security and Use of Proceeds 12

Item 3. Defaults Upon Senior Securities 12

Item 4. Submission of Matters to a Vote of Security Holders 12

Item 5. Other Submission 12

List of Exhibits 13

Exhibit 31.1 15

Exhibit 31.2 16

Exhibit 32.1 17

Exhibit 32.2 18

PART I - FINANCIAL INFORMATION

Statements in this Form 10-Q Quarterly Report may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in this Form 10-Q Quarterly Report, under “Management’s Discussion and Analysis of Financial Condition or Plan of Operation” and in other documents which we file with the Securities and Exchange Commission.

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, changes in technology, fluctuations in our quarterly results, our ability to continue and manage our growth, liquidity and other capital resource issues, competition, fulfillment of contractual obligations by other parties and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-Q Quarterly Report, except as required by law.

ITEM 1. CONDENSED FINANCIAL STATEMENTS PAGE

Condensed Consolidated Balance Sheets 4

Condensed Consolidated Statements of Operations (Nine Month Periods) 5

Condensed Consolidated Statements of Cash Flows (Nine Month Periods) 6

Notes to Condensed Consolidated Financial Statements 8

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the Accompanying Notes Form an Integral Part of These Financial Statements

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The Accompanying Notes Form an Integral Part of These Financial Statements

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The Accompanying Notes Form an Integral Part of These Financial Statements

MAXRAY OPTICAL TECHNOLOGY CO. LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

1. Liquidity And Management’s Plans

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not generated revenues from operations and has no assurance of any future revenues. The Company did incur a net loss of $92,135 during the nine months ended September 30, 2009. Moreover, the Company has an accumulated deficit of $218,952 at September 30, 2009.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s success is dependent upon numerous items, certain of which are the successful growth of revenues from its products, its ability to obtain new customers in order to achieve levels of revenue adequate to support the Company’s current and future cost structure, and its success in obtaining financing for operations, for which there is no assurance. Unanticipated problems, expenses, and delays are frequently encountered in establishing and maintaining profitable operations. These include, but are not limited to, technical difficulties, market acceptance, and sales and marketing. The failure of the Company to meet any of these conditions could have a materially adverse effect on the Company and may force the Company to reduce or curtail operations. No assurance can be given that the Company can achieve or maintain profitable operations. The Company’s management recognizes that the Company must obtain additional capital for the eventual achievement of sustained profitable operations. Management’s plans include obtaining additional capital through equity financing sources. However, no assurance can be given that additional capital, if needed, will be available when required or upon terms acceptable to the Company or that the Company will be successful in its efforts to negotiate the extension of its existing debt. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. Reporting Entity And Its Business Scope

Maxray Optical Technology Co. Ltd., (the “Company”), is a Delaware corporation organized on January 05, 2007. As of September 30, 2009, the Company registered its capital for $25,729 and issued 25,728,850 shares at par of $0.001, totaling $25,729. The Company is engaged in the sale of electronics and electronic materials.

It is management’s opinion that all adjustments are of normal recurring nature. All adjustments necessary for a fair statement of the results for the interim periods have been made.

3. Significant Accounting Policies

a. Principles of Consolidation

The consolidated financial statements include the accounts of Amber Optoelectronics Co. Ltd., its majority owned subsidiary. All significant inter-company balances and transactions have been eliminated in consolidation.

b. Use of Estimates

The preparation of these 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

c. Cash and Cash Equivalents

Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less.

d. Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are reported net of an allowance for doubtful accounts. The Company estimates the allowance based on its analysis of specific balances, taking into consideration the age of the past due

account and anticipated collections resulting from legal issues. An account is considered past due after thirty (30) days from the invoice date. Based on these factors, there was an allowance for doubtful accounts of $0 and $0 at September 30, 2009 and December 31, 2008, respectively. Changes to the allowance for doubtful accounts are charged to expense and reduced by charge-offs, net of recoveries.

e. Property, Equipment, and Depreciation

Property and Equipment are presented at original cost, less accumulated depreciation. Depreciation is computed using the declining balance at the following annual rates for the following applicable asset classes:

Computer Hardware

30% declining balance

Furniture and Equipment

20% declining balance

Dies and Molds

30% declining balance

Leasehold Improvements

straight-line over three years

The cost of significant improvements to property and equipment are capitalized. Maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property and equipment, the cost and related depreciation are eliminated from the accounts and any resulting gain or loss is recognized.

f. Income Taxes

The Company accounts for income taxes in accordance with Financial Accounting Standard Board (“FASB”) ASC 740-10 (Prior authoritative literature: FASB Statement No. 109, “Accounting for Income Taxes”), using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances.

g. Financial Instruments

The Company’s financial instruments consist of cash, other current assets and accounts payable. It is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value.

h. Foreign Currency Translation

The functional currency of the Company is the local currency where the Company operates. The financial statements of the Company have been translated into U.S. dollars in accordance with FASB ASC 830-10 (Prior authoritative literature: FASB Statement No. 52, "Foreign Currency Translation"). All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. The income and cash flow statements amounts have been translated using the weighted average exchange rate for the year. Foreign currency cash flows are translated at the weighted average rate of exchange in effect during the period due to the minimal fluctuation in the currency exchange rates during the period. Management believes that substantially the same results would be derived if foreign cash flows were translated at the rates in effect at the time of the cash flows.

Accumulated net translation adjustments have been reported separately in Other Comprehensive Loss in the financial statements. Foreign currency translation adjustments resulted in income of $0 and $396 for the nine months ending September 30, 2009 and 2008, respectively. Foreign currency transaction gains and (losses) resulting from exchange rate fluctuations on transactions denominated in a currency other than the functional currency totaled approximately $0 and $0 in the nine months ending September 30, 2009 and 2008, respectively, and are included in General and Administrative Expenses in the accompanying consolidated statement of operations.

i. Earnings Per Share

Earnings per share of common stock are computed in accordance with FASB ASC 260-10 (Prior authoritative literature: FASB Statement No, 128, “Earnings per Share”). Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are the same as basic earnings

per share since no common stock equivalents were outstanding for the nine months ended September 30, 2009 and 2008, respectively.

j. Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standard Board (“FASB”) issued FASB ASC 860-10-05 (Prior authoritative literature: FASB Statement No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140”). FASB ASC 860-10-05 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FASB ASC 860-10-05 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. As such, the Company is required to adopt this standard in January 2010. The Company is evaluating the impact the adoption of FASB ASC 860-10-05 will have on its consolidated financial statements.

In June 2009, the FASB issued FASB ASC 810-10-05 (Prior authoritative literature: FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R)”). FASB ASC 810-10-05 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of prior authoritative literature FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in prior authoritative literature SFAS 166 and (2) constituent concerns about the application of certain key provisions of prior authoritative literature Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. FASB ASC 810-10-05 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. As such, the Company is required to adopt this standard in January 2010. The Company is evaluating the impact of the adoption of FASB ASC 810-10-05 will have on its consolidated financial statements.

In June 2009, the FASB issued FASB ASC 105-10 (Prior authoritative literature: FASB Statement No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”). FASB ASC 105-10 replaces prior authoritative literature SFAS 162 and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. FASB ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company does not believe that the adoption of FASB ASC 105-10 has had a material effect on its consolidated financial statements.

5. Related Party Transactions

Advances from stockholders’ are advances and payments from principal stockholders of the Company. There were no amounts from shareholders outstanding as at September 30, 2009.

6. Off-Balance Sheet Arrangements

At September 30, 2009, the Company has no material commitments for capital expenditure nor any transactions, obligations, and relationships that could be considered off-balance sheet arrangements.

Commitments and Contingencies

As of September 30, 2009, there is no such significant commitment or contingency.

Subsequent events

In connection with preparation of the condensed consolidated financial statements and in accordance with the recently issued Financial Accounting Standard Board (“FASB”) ASC 855-10 (Prior authoritative literature: FASB Statement No. 165 “Subsequent Events”), management has evaluated subsequent events through November 16, 2009 (the financial statement issue date). The Company had no significant subsequent events following the end of the interim period September 30, 2009.

9. Entry into a Material Definitive Agreement

The Company filed an 8-K report on August 27, 2009 regarding the entry into a Definitive Agreement for the exchange of common stock with Max Great Technology Co. Ltd. (“Max Great”). The agreement became effective as of September 1, 2009 in which the Company intended to transfer to Max Great 6,000,000 Common Shares of Maxray Optical Technology Co. Ltd. for the shares of Maxray Optical Technology (Fujian) Co. Ltd. located in Fuqing City, Fujian Province, China. As of the financial statements issue date of November 16, 2009, these Common Shares were not issued yet.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

To the extent that the information presented in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2009, discusses financial projections, information or expectations about our products or markets, or otherwise makes statements about future events, such statements are forward looking. We are making these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties are described, among other places in this Quarterly Report, in this “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations”.

Results of Operations

NINE MONTH PERIOD ENDED SEPTEMBER 30, 2009

Revenues

During the nine months ended September 30, 2009, the Company generated no revenues.

The Company is continuing its strategy commenced in the forth quarter of its previous fiscal year, to maximize its production capacity to manufacture and provide our current product lines to our existing client base in Taiwan and China, while also pursuing new customers in expanded regions in Europe and other parts in Asia. To date these efforts have not generated the desired revenues the Company had anticipated.

Cost of Revenues

Cost of Revenues for the nine month period ended September 30, 2009 was $0. There were no sales with corresponding cost of sales. The Company is continuing its direction of introducing new products to the marketplace.

Sales and Marketing

Total sales and marketing expenses for the nine months ended September 30, 2009 was $0. As the Company was focused on initiating is production capacity, all efforts were placed on the production facility. The Sales Returns was $0 and our Sales Allowances was also $0.

General and Administrative

In the nine months ended September 30, 2009, general and administrative expenses were $92,135, which includes depreciation and amortization described below..

Depreciation and Amortization

Our depreciation and amortization for the nine months ended September 30, 2009, was $92,135. The amount includes values amortized for License Rights and depreciation for furniture and equipment.

Other Income/Expenses

In the nine months ended September 30, 2009, the Company expensed $0 in interest expense.

Income Taxes

During the nine month period ended September 30, 2009, we incurred no tax benefit nor had to record a provision for income taxes as the Company had a net loss of $92,135.

Net Loss

The Company recorded a net loss for the nine months ended September 30, 2009 of $92,135. It is anticipated the during the remaining three months of the current fiscal year, initiatives invested in production for our product lines and sales and marketing activities should contribute to the Company stemming the net loss incurred during the nine months ended September 30, 2009, with the goal of achieving at the very least a break-even pre-tax income level by the fiscal year end of December 31, 2009.

Liquidity and Capital Resources

At September 30, 2009, the Company’s need for cash included satisfying $190,364 of current liabilities, which consisted entirely of accounts payable and accrued liabilities.

Our ability to continue as a going concern is dependent on the Company’s ability to raise additional funding from expansion of our bank facility, an equity injection, and increased sales revenue. In addition, certain shareholders have also supported the Company by foregoing salaries and expense reimbursement from time-to-time or converting shareholders loans to equity. While there is no legal commitment to do so, the Company believes that certain shareholders will continue to support the Company in a similar manner.

The Company anticipates that its cash needs over the next 12 months will be met by primarily from a combination of profits, available bank overdraft, and investment banking. If the Company is unable to obtain additional funding sources of debt and equity capital, then the failure to obtain this funding will have a material adverse effect on the Company’s business and this may force the Company to reorganize, or to reduce the cost of all operations to a lower level of expenditure which may have the effect of reducing the Company’s expected revenues and net income for the fiscal year 2009.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4.

CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. Our President and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) as of the end of the period ended September 30, 2009. Based on this evaluation, our President and Chief Financial Officer have concluded that our controls and procedures are effective in providing reasonable assurance that the information required to be disclosed in this report is accurate and complete and has been recorded, processed, summarized and reported within the time period required for the filing of this report.

(b) Changes in internal controls. There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter 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

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

The following exhibits are filed as a part of this report on Form 10-SQB:

Exhibit No. Description

31.1

31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer

32.2 Section 1350 Certification of Chief Executive Officer

32.3 Section 1350 Certification of Chief Financial Officer

SIGNATURES

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

Dated: November 16, 2009

Maxray Optical Technology Co. Ltd.

By: /s/

John Campana

Chief Executive Officer

Exhibit 31.1

CERTIFICATIONS

I, John Campana, Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MAXRAY OPTICAL TECHNOLOGY CO. LTD.

2. Based on my knowledge, this quarterly 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 quarterly report.

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.

4. The registrant’s other certifying officers 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)) for the registrant and have;

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 quarterly report is being prepared;

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

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this quarterly report (the registrant’s first 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 officers 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 registrant’s board of directors (or persons performing the equivalent functions);

All significant deficiencies and material weakness 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

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: November 16, 2009 /s/

John Campana

Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, George Parselias, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Maxray Optical Technology Co. Ltd

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: November 16, 2009 /s/

George Parselias

Chief Financial Officer

Exhibit 32.1

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MAXRAY OPTICAL TECHNOLOGY CO. LTD. (the “Company”) on Form 10Q for the six month period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Campana, Chief Executive Officer of the Company, 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 requirement of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/

Name: John Campana

Title: Chief Executive Officer

Date: November 16, 2009

Exhibit 32.2

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MAXRAY OPTICAL TECHNOLOGY CO. LTD. (the “Company”) on Form 10Q for the six month period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, George Parselias, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that;

3. The Report fully complies with the requirement of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/

Name: George Parselias

Title: Chief Financial Officer

Date: November 16, 2009

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