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~~March 3031, ~~2018~~2019

☐ 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~~ 100 N Main St,

Wichita, KS, ~~67203~~67202

(Address of principal executive offices)(Zip Code)

(855) 678-4532

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

N/A

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

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, 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.

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 ☒ ~~(Do not check if a 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 ~~November~~March 1531, ~~2018~~2019, the registrant had 2120,~~777~~943,~~086~~753 shares of its common stock outstanding.

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

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

TABLE OF CONTENTS

		Page
Item 1.	Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	13

PART II-- OTHER INFORMATION		14

Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	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

OptiLeaf, Inc.

Balance Sheets

September 30, 2018 and December 31, 2017

	March 31			December 31
	2019			2018
	(unaudited)
ASSETS
Current Assets:
Cash	$	18,329		$	11,290
Accounts receivable		4,735			2,300
Inventory		4,230			-
Total current assets		27,294			13,590

Total Assets	$	27,294		$	13,590
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	18,260		$	17,797
Accrued payroll		5,743			7,262
Deferred revenue		8,261			3,969
Total current liabilities		32,264			29,028

Long term loans payable - related parties		45,000			45,000
Long term loans payable		40,000			40,000
Total long term liabilities		85,000			85,000

Total Liabilities		117,264			114,028

Commitments and Contingencies (Note 7)		-			-

Stockholders’ Deficit
Common stock, no par value; 100,000,000 shares authorized; 20,943,753 and 20,777,086 issued and outstanding at March 31, 2019 and December 31, 2018, .		821,000			796,000
Treasury Stock, at cost, 1,000,000 shares issued and outstanding at March 31, 2019 and December 31, 2018		(40,000	)		(40,000	)
Accumulated deficit		(870,970	)		(856,438	)
Total Stockholders’ Deficit		(89,970	)		(100,438	)

Total Liabilities and Stockholders’ Deficit	$	27,294		$	13,590

(See accompanying notes to unaudited financial statements)

	September 30, 2018			December 31, 2017
ASSETS
Current Assets:
Cash	$	30,967		$	17,197
Accounts receivable		895			6,150
Inventory		3,570			4,397
Total current assets		35,432			27,744
Computer equipment, net		-			-
Other Assets
Employee advance		2,255			2,255
Security deposit		-			1,144
Total other assets		2,255			3,399
	$	37,687		$	31,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts payable and accrued expenses	$	10,545		$	24,902
Total current liabilities		10,545			24,902
Long term loan-related parties		85,000			-
Total Liabilities		95,545			24,902
Commitments
Stockholders’ Equity (Deficit):
Common stock, no par value; 100,000,000 shares authorized, 21,777,086 and 21,443,752 issued and outstanding at September 30, 2018 and December 31, 2017, respectively.		796,000			746,000
Treasury Stock, at cost, 1,000,000 shares at September 30, 2018 and December 31, 2017 respectively		(40,000	)		(40,000	)
Accumulated deficit		(813,858	)		(699,759	)
Total Stockholders’ Equity (Deficit)		(57,858	)		6,241
Total Liabilities and Stockholders’ Equity(Deficit)	$	37,687		$	31,143

~~See~~OptiLeaf, ~~accompanying notes to unaudited condensed financial statements~~Inc.

OptiLeaf Incorporated

Statements of Operations

(unaudited)

	Three Months Ended						Nine Months Ended
	For the Three Months Ended
	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
	March 31
Sales	$	11,158		$	10,554		$	29,712		$	12,855
	2019			2018
Cost of goods sold		1,748			6,790			7,242			6,790
Revenue
Gross income		9,410			3,764			22,470			6,065
Product sales and services	$	23,107		$	5,234
Expenses:
Cost of goods sold		(6,083	)		-
Professional fees		3,330			7,266			12,051			25,653
Gross income		17,024			5,234
Payroll		35,698			27,268			88,877			96,191
Expenses:
Rent		3,939			6,586			16,057			14,100
Other		3,639			3,031
Supplies		4,540			6,702			10,104			16,276
Payroll		16,350			32,487
Travel		314			877			1,026			4,105
Professional fees		9,810			4,250
Other		1,482			10,459			10,633			20,370
Rent		2,374			5,293
		49,303			59,158			138,748			176,695
Research and development		-			3,628
Net loss before other income and provision for income taxes		(39,893	)		(55,394	)		(116,278	)		(170,630	)
Supplies		210			848
Other income
Travel		948			331
Other income		-			-			2,175			7,451
Total operating expenses		33,331			49,868
Interest income		2			5			4			39
Net loss before other income and provision for income taxes		(16,307	)		(44,634	)
Net loss before provision for income taxes		(39,891	)		(55,389	)		(114,099	)		(163,140	)
Other income (expense)
Provision for income taxes		-			-			-			-
Interest income		1,821			-
Net loss	$	(39,891	)	$	(55,389	)	$	(114,099	)	$	(163,140	)
Total other income (expense)		1,821			-
Basic and diluted loss per share	$	(0.00	)*	$	(0.00	)*	$	(0.01	)	$	(0.01	)
Net loss before provision for income taxes		(14,486	)		(44,634	)
Basic and diluted weighted average number of shares outstanding		21,556,071			20,288,197			21,518,233			20,236,345
Provision for income taxes
Net loss	$	(14,486	)	$	(44,634	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average number of shares outstanding		20,827,086			21,443,752

*(See ~~Less~~accompanying ~~than~~notes ~~$(0.01~~to unaudited financial statements)

See accompanying notes to unaudited condensed financial statements.

OptiLeaf Incorporated

Statement of Cash Flows

(unaudited)

	Nine Months Ended
	September 30, 2018			September 30, 2017
Cash flows from operating activities:
Net loss	$	(114,099	)	$	(163,140	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			2,629
Decrease (increase) in:		-			-
Account receivable		5,256			(5,352	)
Security deposits		1,144			-
Inventory		827			(543	)
(Decrease) increase in:
Accounts payable and accrued expenses		(14,358	)		6,069
Net cash used in operating activities		(121,230	)		(160,337	)
Cash flows from investing activities:
Employee Advance		-			(2,255	)
Net cash used in investing activities		-			(2,255	)
Cash flows from financing activities:
Sale of common stock		50,000			35,000
Proceeds from loan-related parties		85,000			-
Net cash provided by financing activities		135,000			35,000
Net increase (decrease) in cash		13,770			(127,592	)
Cash at beginning of period		17,197			194,778
Cash at end of period	$	30,967		$	67,186
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

See accompanying notes to unaudited condensed financial statements.

~~Note~~OptiLeaf, 1Inc. ~~NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

Statements of Stockholders’ (Deficit)

For the Three Months Ended March 31, 2019 and 2018

(unaudited)

													Total
	Common Stock				Treasury Stock					Accumulated			Stockholders’
	Shares		Amount		Shares		Amount			Deficit			(Deficit)

Balances, December 31, 2018		20,777,086	$	796,000		1,000,000	$	(40,000	)	$	(856,484	)	$	(100,484	)

Common shares sold for cash		166,667		25,000		-		-			-			25,000

Net loss for the three months		-		-		-		-			(14,486	)		(14,486	)

Balances, March 31 2019		20,943,753	$	821,000		1,000,000	$	(40,000	)		(870,970	)		(89,970	)

Balance, December 31, 2017		20,433,752	$	746,000		1,000,000	$	(40,000	)	$	(699,759	)	$	6,241

Net loss for the three months		-		-		-		-			(44,634	)		(44,634	)

Balances, March 31, 2018		20,433,752	$	746,000		1,000,000	$	(40,000	)	$	(744,393	)	$	(38,393	)

(See accompanying notes to unaudited financial statements)

OptiLeaf, Inc.

Statements of Cash Flows

(unaudited)

	For the Three Months Ended
	March 31
	2019			2018
Cash flows from operating activities:
Net loss	$	(14,486	)	$	(44,945	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in operating assets and liabilities
Decrease (increase) in accounts receivable		(2,435	)		5,650
Decrease (increase) in inventory		(4,230	)		1,800
Decrease (Increase) in employee advance		-			(2,255	)
Increase (decrease) in accrued payroll		(1,519	)		-
Increase (decrease) in accounts payable and accrued expenses		417			(1,019	)
Increase (decrease) in deferred revenue		4,292			-
Net cash used in operating activities		(17,961	)		(41,833	)

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

Cash flows from financing activities:
Common shares sold for cash		25,000			-
Proceeds from sale of note payable		-			45,000
Net cash provided by financing activities		25,000			45,000

Net increase (decrease) in cash		7,039			3,167

Cash at beginning of period		11,290			17,197
Cash at end of period	$	18,329		$	20,664

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

(See accompanying notes to unaudited financial statements)

OptiLeaf, Inc.

Notes to Financial Statements

For the Three Months Ended March 31, 2019

(unaudited)

Note 1. ORGANIZATION AND OPERATIONS

Organization

OptiLeaf Incorporated (“OptiLeaf” or the “Company”) was incorporated in Florida in August 2014. The Company has been in the ~~development~~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.

~~Basis of~~Note ~~Presentation~~2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

~~The accompanying~~Summary unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such principles and regulations of ~~the~~Significant ~~Securities~~Accounting and Exchange Commission for Form 10-Q. All adjustments, consisting of normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair presentation of the results of interim periods. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for a full year. The unaudited condensed financial statements contained herein should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2017Policies

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, 2018 contained in the Company’s Form 10K originally filed with the Securities and Exchange Commission on March 27, 2019. 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 period ended December 31, 2018, as reported on March 27, 2019 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. AtCash ~~September 30,~~equivalents ~~2018~~consisted ~~and~~of ~~December~~money market funds. At March 31, ~~2017~~ 2019, the Company had no cash equivalents.

Accounts Receivable

The Company has $4,735 and $2,300 of trade accounts receivable at March 31, 2019 and December 31, 2018. The Company reviews the accounts receivable, at least quarterly, and, if appropriate, records an allowance for doubtful accounts. No allowance was required as of March 31, 2019 and December 31, 2018.

Inventory

On March 31, 2019 and December 31, 2018 the Company had $4,230 and $0 worth of inventory. The inventory consists 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 March 31, 2019 or December 31, 2018.

OptiLeaf, Inc.

Notes to Financial Statements

For the Three Months Ended March 31, 2019

(unaudited)

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.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided over the estimated useful lives (3 years) of the related assets using the straight-line depreciation method.

Maintenance and repairs are charged to operations when incurred. Betterments and improvements are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are reduced, and any gain or loss is included in operations.

Capitalized Software Development Costs

Software development costs are expensed as incurred until technological feasibility of the product is established. Development costs incurred subsequent to technological feasibility will be capitalized and amortized on a straight-line basis over the estimated economic life of the product. Capitalization of computer software costs will be discontinued when the computer software product is available to be sold, leased, or otherwise marketed. Amortization will begin when the product is available for release to customers. Management has determined as of September 30, 2018 that the software has not yet reached the stage of technical feasibility.

Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

~~Revenue~~The Company adopted Accounting isStandards ~~recognized~~Codification as(“ASC”) ~~the~~606. ~~Company~~ASC ~~satisfies~~606, itRevenue ~~performance~~from ~~obligation~~Contracts ~~over~~with ~~time~~Customers, inestablishes principles for reporting information about the nature, amount, timing and uncertainty of ~~consideration~~revenue ~~which~~and cash flows arising from the ~~Company~~entity’s ~~expects~~contracts to provide goods itor ~~will~~services beto ~~entitled~~customers. inThe ~~exchange~~core ~~for~~principle ~~transferring~~requires ~~promised~~an entity to recognize revenue to depict the transfer of goods or services to ~~its~~ customers. in ~~Revenue~~an ~~will~~amount that reflects the consideration that it expects to be ~~presented~~entitled ~~net~~to ofreceive in exchange for those goods or services recognized ~~returns~~as performance obligations are satisfied.

~~Revenue is~~The ~~recognized~~Company athas assessed the ~~time~~impact of the ~~product~~guidance isby ~~delivered~~performing ~~or services are performed. Provision for sales returns will be estimated based on~~ the ~~Company’s~~following ~~historical~~five ~~return~~steps ~~experience. Revenue will be presented net of returns.~~analysis:

~~Allowance~~Step ~~for~~1: ~~Doubtful~~Identify ~~Accounts~~the contract

~~The~~Step ~~Company~~2: ~~maintains~~Identify ~~an allowance for doubtful accounts which represents its best estimate of probable losses inherent in~~ the ~~accounts receivable~~performance ~~balance. The Company evaluates specific accounts when it becomes aware of a situation where a customer may not be able to meet its financial~~ obligations due to deterioration of its liquidity or financial viability, credit ratings, or bankruptcy. The Company periodically adjusts this allowance based upon its review and assessment of each category of receivables. As of September 30, 2018, the allowance for doubtful accounts was $0.

~~Research~~Step ~~and~~3: ~~Development~~Determine the transaction price

~~The cost~~Step of4: ~~research~~Allocate ~~and~~the ~~development~~transaction ~~is charged to expense when incurred.~~price

~~Net~~Step ~~Loss~~5: ~~Per~~Recognize ~~Common Share~~revenue

~~Basic~~The Company generates ~~net~~revenue ~~loss~~from ~~per~~the ~~common~~sale ~~share~~of its software service. Revenue is ~~calculated~~recognized ~~using~~monthly ~~the~~through ~~weighted~~a ~~average~~subscription ~~common~~application ~~shares~~which ~~outstanding~~requires ~~during~~the ~~each~~user to ~~reporting~~pay ~~period~~monthly in advance. ~~Diluted~~If the user does not pay the monthly access fee the Company has the right to cancel the users’ access ~~net~~to ~~loss~~the ~~per~~software. ~~common~~Revenue ~~share~~is ~~adjusts~~recognized each month under the ~~weighted~~terms ~~average~~of ~~common~~a ~~shares~~contract ~~for~~with the ~~potential~~customer. ~~dilution~~Satisfaction ~~that~~of ~~could~~contract ~~occur~~terms is continuous, but, may be terminated at the Company’s discretion if ~~common~~payment ~~stock~~is not received. The amount of consideration the Company expects to ~~equivalents~~receive ~~(convertible~~consists ~~debt~~of ~~and~~the ~~preferred~~agreed ~~stock,~~upon ~~warrants~~subscription fee adjusted for any agreed upon changes. In applying judgment, ~~stock~~the ~~options~~Company ~~and~~considers customer ~~restricted~~expectations ~~stock~~of ~~shares~~performance, materiality and ~~units)~~the ~~were~~core ~~exercised or~~principles ~~converted~~of ~~into~~ASC ~~common~~Topic ~~stock~~606. ~~There~~The ~~were~~Company’s noperformance ~~common~~obligations are ~~stock~~generally ~~equivalents~~transferred to the customer at ~~September~~a ~~30,~~point ~~2018~~in ~~and~~time. ~~2017~~The Company’s contracts with customers generally do not include any other variable considerations.

~~Income~~Recent Accounting ~~Taxes~~Pronouncements

~~Deferred income~~The ~~taxes~~Company ~~are~~continually assesses ~~recognized~~any ~~for~~new ~~the~~accounting ~~tax~~pronouncements ~~consequences related~~ to ~~temporary~~determine ~~differences~~their ~~between~~applicability to the ~~carrying~~Company. ~~amount~~Where ofit ~~assets~~is ~~and liabilities~~determined ~~for~~that ~~financial~~a ~~reporting~~new ~~purposes~~accounting pronouncement ~~and~~affects the ~~amounts~~Company’s ~~used~~financial ~~for tax purposes at each year end~~reporting, ~~based~~the onCompany ~~enacted~~undertakes ~~tax~~a ~~laws and~~study ~~statutory tax rates applicable~~ to determine the ~~periods~~consequence inof ~~which~~ the ~~differences are expected~~ change to ~~affect~~its ~~taxable~~financial ~~income.~~statements Aand ~~valuation allowance~~assures isthat ~~recognized~~there ~~when,~~are ~~based~~proper oncontrols ~~the~~in ~~weight~~place ofto ~~all~~ascertain ~~available~~that ~~evidence,~~the itCompany’s isfinancials ~~considered more likely than not that all, or~~properly ~~some~~reflect ~~portion, of~~ the ~~deferred tax assets will not be realized~~change. ~~Income~~The ~~tax~~Company ~~expense~~currently isdoes ~~the~~not ~~sum~~have ofany ~~current~~recent ~~income~~accounting ~~tax~~pronouncements ~~plus~~that ~~the~~they ~~change in~~are ~~deferred~~studying ~~tax~~and ~~assets~~feel ~~and~~may ~~liabilities~~be applicable.

ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.7

~~The Federal and state income tax returns of the Company for 2017~~OptiLeaf, ~~2016 and 2015 are subject to examination by the internal Revenue Service and state taxing authorities for three (3) years from the date filed~~Inc.

~~Stock-Based Compensation~~Notes to Financial Statements

~~The Company~~For ~~accounts~~the ~~for~~Three ~~equity~~Months ~~instruments~~Ended ~~issued~~March ~~to employees in accordance with ASC 718~~31, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using an option pricing model. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.2019

Equity instruments granted to non-employees are accounted for in accordance with ASC 505, Equity. The final measurement date for the fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive for non-performance.(unaudited)

5Note 3. GOING CONCERN

Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

Pursuant to ASC No. 820, “Fair Value Measurement and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of September 30, 2018 and December 31, 2017. The Company’s financial instruments consist of accounts payable and accrued expenses. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

Recent Pronouncements

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize most lease liabilities on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The update states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The update is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The impact of this guidance will result in the recognition of assets and liabilities for leases that the Company enters into in the future.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s financial position or results of operations.

Note 2. 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 alosses, ~~loss from operations~~ during its infancy ~~development~~ stage, as a result of ~~its~~the investment necessary to achieve its operating plan, which is long-range in nature. ~~For~~As of March 31, 2019 the ~~period~~Company ~~from~~has ~~August~~sustained 11accumulated losses of $870,970 ~~2014~~and ~~(inception)~~had tonegative ~~September~~working 30capital of $4,970. ~~2018~~For the three months ended March 31, 2019 and 2018 the Company sustained ~~cumulative~~ losses of ~~approximately~~ $~~814~~14,~~000~~486 and $44,634. In addition, the Company has ~~just~~minimal ~~started~~ revenue generating operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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 three months ended March 31, 2019 the Company had net cash used in operating activities of $17,961 compared to $41,833 during the three months ended March 31, 2018. The Company received $25,000 from the sale of common stock, during the three months ended March 31, 2019 compared to $45,000 from the issuance of a note payable during the three months ended March 31, 2018.

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.

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 ~~unaudited condensed~~ 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 34. ~~COMPUTER~~ ~~EQUIPMENT~~RELATED ~~(NET)~~PARTY TRANSACTIONS

~~Equipment~~During the three months ended March 31, 2019, istwo ~~recorded~~related atparty ~~cost~~shareholders ~~and~~made ~~consisted~~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 ~~following:~~transfer, of the 1,000,000 previously issued treasury shares, to the two related party shareholders.

	September 30,			December 31,
	2018			2017
Computer equipment	$	10,514		$	10,514
Less: accumulated depreciation		(10,514	)		(10,514	)
	$	0		$	0

Note 5. STOCKHOLDERS’ DEFICIT

Depreciation expense was $0 and $2,629 for the month ended September 30, 2018 and 2017 respectively.

Note 4. LONG-TERM DEBT

The Company received loans in the amount of $30,000 from its CEO, $15,000 from its CFO, and $40,000 from its director as of September 30, 2018. The respective loans carry a 3% interest rate. The interest accrues and is payable at maturity in March and May of 2020.

Note 5. STOCKHOLDERS’ EQUITY

Common stock

The Company has authorized ~~shares~~100,000,000 shares of no par value common stock. At ~~September~~March 3031, ~~2018~~2019, the number of shares of common stock issued ~~and outstanding~~ was 2120,~~777~~943,~~086~~753.

~~The~~On ~~company~~July ~~issued~~25, ~~333~~2018,~~334~~ ~~shares~~the ofCompany ~~common stock~~issued, ~~during~~for ~~the~~cash, to ~~three~~two ~~months~~investors, ~~ended~~333,334 ~~September~~restricted ~~30,2018~~common shares for a total of $50,000, recorded at a cost of $0.15 per share.

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

On September 20, 2016, the Board of Directors authorized the Company to repurchase one million shares of common stock for $40,000. These treasury stock shares may at any time be canceled upon the Board of Directors approval. The Board has not made such election.8

OptiLeaf, Inc.

Notes to Financial Statements

For the Three Months Ended March 31, 2019

(unaudited)

Note 6. CONCENTRATION CREDIT RISK

At March 31, 2019 the Company had 2 non – related customers that owed 38% and 20% of total accounts receivable, compared to March 31, 2018 when 2 non – related customers owed minimal amounts.

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

~~The Company~~On ~~leases~~August ~~its~~10, ~~offices~~2018 inthe aCompany ~~month~~leased toits ~~month~~offices for ~~arrangement.~~six ~~The~~years, ~~monthly~~payable ~~minimum~~at ~~lease~~the ~~payments~~rate ~~are~~of $12,~~144~~000 per month, plus athe 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 8. ~~INCOME~~ ~~TAXES~~SUBSEQUENT EVENTS

~~The provision~~Subsequent ~~for~~to ~~income~~March ~~taxes~~31, ~~differs~~2019 ~~from~~and through the ~~amount~~date ~~computed~~when bythis ~~applying~~report was completed, through the ~~statutory~~current ~~federal~~date, ~~income~~the ~~tax~~Company ~~rate~~has toevaluated ~~income~~subsequent ~~before provision~~events ~~for~~through ~~income~~the ~~taxes.~~date ~~The~~the ~~sources~~financial ~~and~~statements ~~tax~~were ~~effects~~issued and ofhas ~~the~~not ~~differences~~identified ~~are~~any asreportable ~~follows:~~events.

Income tax provision at the federal statutory rate	21	%
Effect of operating losses	(21	)%
	0	%

At September 30, 2018, the Company has a net operating loss carryforward of approximately $814,000 for Federal and state purposes. This loss will be available to offset future taxable income. If not used, this carryforward will begin to expire in 2034. The deferred tax asset relating to the operating loss carryforward has been fully reserved at September 30, 2018 and December 31, 2017. The principal difference between the operating loss for income tax purposes and reporting purposes is disallowed meals and entertainment and a temporary difference in depreciation expense.

Utilization of the Company’s net operating losses may be subject to substantial annual limitation if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Code and similar state provisions. Such an ownership change would substantially increase the possibility of net operating losses expiring before complete utilization.

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

The information and financial data discussed below is derived from our unaudited financial statements, herein, for the period from inception, August 11, 2014 through September 30, 2018. 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.

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 plans on commencing the development of its wireless network censors in the latter half of 2018. 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.

In the period from inception (August 11, 2014) through September 30, 2018 we had approximately $45,000 of revenue and our net loss was $814,000. As of September 30, 2018, we had total current assets of $35,432 and total current liabilities of approximately $10,545.

Our Strategy

OptiLeaf offer 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~~Item ~~next~~2. ~~twelve~~Management’s ~~months,~~Discussion ~~we anticipate expenses of up to $175,000 including general, administrative~~ and ~~corporate~~Analysis ~~expenses. The extent~~ of ~~such~~Financial ~~expenses~~Condition ~~will depend upon the successful implementation of our financing strategy~~ and ~~the~~Results ~~acceleration~~ of ~~our business plan accordingly~~Operations.

~~We expect~~The toinformation ~~finance~~and ~~our~~financial ~~operations~~data ~~primarily~~discussed below ~~through~~is derived from our ~~existing~~unaudited ~~cash~~financial statements, ~~our~~herein, ~~operations~~for ~~and~~the ~~any~~period ~~future~~from ~~financing. If~~inception, ~~we do~~August ~~not~~11, ~~obtain~~2014 ~~additional~~through ~~funding~~March 31, we2019. The unaudited ~~will~~financial ~~continue~~statements towere ~~operate~~prepared onand apresented ~~reduced~~in ~~budget~~accordance ~~until~~with ~~such~~generally ~~time~~accepted asaccounting ~~more~~principles ~~capital~~in isthe ~~raised.~~United WeStates. ~~believe~~The ~~that~~information weand ~~could~~financial ~~operate~~data ~~with~~discussed ~~our~~below ~~current~~is ~~cash~~only ona ~~hand~~summary ~~while~~and ~~satisfying~~should ~~any~~be ~~shortfall~~read in ~~cash~~conjunction ~~flow~~ with ~~income~~the ~~that~~related ~~will~~notes contained beelsewhere ~~generated~~in ~~after~~this ~~the~~prospectus. ~~launch~~The offinancial ~~our~~statements ~~sales~~contained ~~and~~elsewhere ~~marketing~~in ~~programs. However,~~this toprospectus ~~effectively~~fully ~~implement~~represent our ~~business~~financial ~~plan,~~condition weand ~~will~~operations; ~~need~~however, tothey ~~obtain~~are ~~additional~~not ~~financing~~indicative inof ~~the~~our future performance.

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.Overview

~~Results~~We were incorporated under the laws of the State of ~~Operations~~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.

WeOptiLeaf’s ~~have~~target ~~conducted~~market ~~minimal~~includes ~~operations during~~dispensaries ~~the~~and ~~period~~grow ~~from inception (August 11, 2014) to September 30, 2018~~operations. ~~We generated revenue of approximately $45,000 during this period. We had net losses of approximately $814,000 for the period from inception (August 11, 2014) to September 30, 2018.~~

~~Liquidity~~OptiLeaf has completed the development of its Grow Pro and ~~Capital~~POS ~~Resources~~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.

~~As of~~Optileaf ~~September~~plans ~~30,~~on ~~2018,~~commencing wethe ~~had~~development ~~cash~~ of its ~~$30,967. Our~~wireless ~~primary~~network ~~uses~~censors ofin ~~cash~~the ~~were~~latter ~~for~~half ~~employee~~of ~~compensation and working capital~~2018. ~~The~~We ~~main~~believe ~~sources of cash were from~~ our ~~Founders~~integrated ~~and~~hardware ~~Private~~will ~~Placement~~be capable of ~~securities.~~monitoring ~~The~~and ~~following trends are reasonably~~adjusting ~~likely~~light, tosoil ~~result~~moisture, inCO2, atemperature, ~~material~~ventilation, ~~decrease~~nutrients, inand ~~our~~humidity ~~liquidity~~as ~~over~~needed, ~~the~~in ~~near~~real totime ~~long~~and ~~term:~~around-the-clock.

●Our 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.Product

~~The~~Once ~~following~~developed, ~~summarizes~~the heart of our system will be the ~~key~~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. ~~Company’s~~Once ~~cash~~developed, ~~flows~~we ~~for~~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 ~~nine~~world, ~~months~~however, ~~ended~~none ~~September~~of 30our products are fully developed or available for sale or use at this time, ~~2018~~and there can be no assurance that our products will ever become fully developed, or will gain market acceptance when and ~~2017~~ if fully developed.

	2018			2017
Cash flows used by operating activities	$	(121,230	)	$	(160,337	)
Cash flows used by investing activities		0			(2,255	)
Cash flows -provided by financing activities		135,000			35,000
Net decrease in cash and cash equivalents	$	13,770		$	(127,592	)

Our Strategy

WeOptiLeaf ~~plan~~will tooffer ~~fund~~a ~~our~~complete ~~activities~~line ~~during~~of ~~and beyond~~hardware ~~2018 through our existing cash on hand~~ and ~~through~~software ~~revenue~~technological ~~generated~~solution ~~through~~for the ~~sale~~cannabis ~~of our product, and through additional debt or equity financing if available~~industry. We cannot be certain that such funding will be available on acceptable terms, or available at all. To the extent that we raise additional funds by issuing debt or equity securities or through bank financing, our stockholders may experience significant dilution. If we are unable to raise funds when required or on acceptable terms, we may have to significantly scale back, or discontinue, our operations.

10Our 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.

~~Off-Balance~~Our wireless sensor networks will include an array ~~Sheet~~of ~~Arrangements~~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.

WeThe doheart ~~not~~of ~~have~~our ~~any~~system ~~off~~will be a multi-~~balance~~purpose growth ~~sheet~~management ~~arrangements~~software suite. OptiLeaf will add proprietary hardware components, which, together with software, will provide a turn-key ~~that~~growth ~~have~~management orsystem. ~~are~~The ~~reasonably~~system ~~likely~~will potentially allow growers to ~~have~~realize asignificant ~~current~~labor orsavings ~~future~~as ~~effect~~common ongrow ~~our~~house ~~financial~~tasks ~~condition~~are fully automated. Our integrated hardware is capable of monitoring and adjusting light, ~~changes~~soil inmoisture, ~~financial~~CO2, ~~condition~~temperature, ~~sales~~ orventilation, ~~expenses~~nutrients, and ~~results~~humidity ofas ~~operations~~needed, ~~liquidity~~in orreal ~~capital~~time ~~expenditures~~and around-the-clock. Our user interface, ordata ~~capital~~tracking, ~~resources~~and ~~that~~remote ~~are~~access ~~material~~capabilities allow growers to anmonitor, ~~investment~~ adjust, and manage their facilities as needed from anywhere in ~~our~~the ~~securities~~world.

~~Critical Accounting Policies~~10

~~Use~~Our products will be manufactured in the USA and Asia, managed by a team possessing years of ~~Estimates~~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.

~~The preparation~~While ofindividual ~~financial~~components ~~statements~~of inour ~~conformity~~system ~~with~~are available ~~accounting~~from ~~principles~~our ~~generally~~main ~~accepted~~competitors, inOptiLeaf ~~the~~believes ~~United~~it ~~States~~will ~~requires management~~have tothe ~~make~~first ~~estimates~~ and ~~assumptions~~only ~~that~~system ~~affect~~to ~~certain~~completely ~~reported~~integrate ~~amounts~~all ~~and~~aspects ~~disclosures. Actual~~of ~~results could~~growth ~~differ~~automation ~~from~~and ~~those~~management ~~estimates~~into one system.

~~Cash and Cash Equivalents~~Marketing

~~The Company~~OptiLeaf ~~considers~~will ~~all~~focus ~~highly~~its ~~liquid~~sales ~~investments~~and ~~with~~marketing ~~maturities~~efforts in the states of ~~three~~Colorado, ~~months~~Oregon orand ~~less~~Washington at this point. Once the ~~time~~rules and regulations for the state of ~~purchase~~California are introduced, we plan to beexpand ~~cash~~our ~~equivalents~~marketing efforts into that state as well. At ~~September~~We ~~30,~~have ~~2018,~~decided to focus our efforts with the ~~Company~~most ~~had~~developed noand ~~cash~~broadest customer ~~equivalents~~base at this point.

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

~~We do~~There ~~not~~is ~~expect~~a ~~that~~total ~~other~~of ~~recently~~7,300 ~~issued~~potential ~~accounting~~customers in ~~pronouncements~~the ~~will~~states ~~have~~of aColorado, ~~material~~Oregon ~~impact~~and ~~on our financial statements~~Washington.

~~Going Concern~~Operations

~~Our financial~~OptiLeaf’s ~~statements~~operational ~~have~~strategies ~~been~~behind the ~~prepared~~development onof aour ~~going~~products ~~concern~~and ~~basis.~~services Asare ofbased ~~September~~on 30design, ~~2018~~innovation, weand ~~have~~added ~~not generated significant revenues since inception~~value. WeWhen ~~expect~~developing toa ~~finance~~new ~~our operations primarily through our existing cash~~product, ~~our~~we ~~operations~~want to ~~and~~be ~~any~~the ~~future financing. However,~~leader ~~there~~by isintroducing noinnovative ~~assurance~~features wethat will beallow ~~able~~cannabis cultivators to ~~obtain~~lower ~~such~~their ~~capital~~costs, ~~through~~boost ~~equity~~yields, orand ~~debt financing,~~maximize orproduction ~~any~~capacity. ~~combination thereof~~Furthermore, orwhen onOptiLeaf ~~satisfactory~~develops ~~terms~~new goods or ~~at all. Additionally~~services, nowe ~~assurance~~will ~~can~~package bethem ~~given~~with ~~that~~support ~~any~~services ~~such~~as ~~financing,~~well as ifimmediate ~~obtained,~~observable ~~will~~and bepsychological ~~adequate~~benefits. toOur ~~meet~~focus ~~our~~is ~~capital~~on ~~needs.~~how Ifour ~~adequate~~products ~~capital~~and ~~cannot~~services bestand ~~obtained~~against onthe acompetition ~~timely basis~~ and onhow ~~satisfactory~~our ~~terms,~~technical ~~our~~measures ~~operations~~relate ~~would~~to bethe ~~materially~~customers’ ~~negatively impacted~~needs.

~~Item~~Over the next twelve months, we anticipate expenses 3of up to $225,000 including general, administrative and corporate expenses. ~~Quantitative~~ The extent of such expenses will depend upon the successful implementation of our financing strategy and ~~Qualitative~~the ~~Disclosures~~acceleration ~~About~~of ~~Market~~our ~~Risk~~business plan accordingly.

We expect to finance our operations primarily ~~are~~through our existing cash, our operations and any future financing. If we do not ~~required~~obtain additional funding, we will continue to ~~provide~~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 ~~information~~launch ~~required~~of byour ~~this~~sales ~~Item~~and ~~because~~marketing programs. However, to effectively implement our business plan, we ~~are~~will aneed ~~smaller~~to ~~reporting~~obtain ~~company~~additional financing in the future.

~~Item~~If we obtain financing, we would expect to accelerate ~~4. Controls~~our business plan and ~~Procedures~~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.

~~Evaluation~~ Results of ~~Disclosure Controls and Procedures~~Operations

~~Pursuant to~~We ~~Rule~~have ~~13a-15(b)~~conducted ~~under~~minimal ~~the~~operations ~~Securities~~during ~~Exchange~~the period ~~Act~~from ofinception ~~1934~~ (~~“Exchange~~August ~~Act”)~~11, ~~the~~2014) ~~Company~~to ~~carried~~March ~~out~~31, an2019. ~~evaluation, with~~We ~~the~~generated ~~participation~~revenue of ~~the~~approximately ~~Company’s management~~$23,107 ~~including~~compared ~~the~~to ~~Company’s President~~$5,234 ~~Chief~~during ~~Financial Officer, Secretary, Treasurer and Director, of~~ the ~~effectiveness of the Company’s disclosure controls and procedures (as defined under Rule~~ ~~13a-15(e)~~three ~~under~~months ~~the~~ended ~~Exchange~~March ~~Act) as of the end of the period covered by this report. Based upon that evaluation~~31, ~~the~~2019 ~~Company’s CEO~~ and ~~CFO~~2018 ~~concluded~~respectively. We ~~that~~had ~~the~~net ~~Company’s~~losses ~~disclosure~~of ~~controls~~approximately ~~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~~$14,486 ~~is recorded, processed, summarized~~ and ~~reported~~$44,634 ~~within~~for the ~~time~~three ~~periods specified in the SEC’s rules and forms, and that such information~~months isended ~~accumulated~~March ~~and communicated to the Company’s management~~31, ~~including~~2019 ~~the Company’s CEO~~ and ~~CFO,~~2018 ~~as appropriate, to allow timely decisions regarding required disclosure for the reasons discussed below~~respectively.

~~The management~~Liquidity ~~of the Company is responsible for establishing~~ and ~~maintaining~~Capital ~~adequate~~Resources2018 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.

11As of March 31, 2019, we had cash of $18,329. Our primary uses of cash were for employee compensation and working capital. The main sources of cash were from our Founders and 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:

~~Our management~~● ~~assessed~~An ~~the~~increase ~~effectiveness~~in ofworking ~~the~~capital ~~Company’s~~requirements, ~~internal~~● ~~control~~Addition ~~over financial reporting as~~ of ~~September~~administrative ~~30,~~and ~~2018. The~~sales ~~framework~~personnel ~~used~~as ~~by management in making that assessment was~~ the ~~criteria~~business ~~set~~grows, ~~forth~~● Increases in ~~the~~advertising, ~~document~~public ~~entitled~~relations ”and ~~Internal Control~~sales -promotions ~~Integrated~~as ~~Framework”~~we ~~issued~~commence byoperations, ~~the~~● ~~Committee~~Research ofand ~~Sponsoring Organizations of the Treadway Commission. Based on that assessment~~Development, ~~our~~● ~~President~~The ~~and~~cost ~~Chief~~of ~~Financial~~being ~~Officer~~a ~~have~~public ~~determined~~company and ~~concluded that, as of September 30, 2018,~~ the ~~Company’s internal~~continued ~~control~~increase ~~over~~in ~~financial~~costs ~~reporting~~due ~~were~~to ~~not~~governmental ~~effective~~compliance activities.

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, 2018, the Company determined that the following items constituted a material weakness:11

●During ~~The~~the ~~Company~~three ~~does~~months ~~not~~ended ~~have~~March an31, ~~independent~~2019 ~~audit~~the Company ~~committee~~had innet ~~place,~~cash ~~which~~used ~~would~~in ~~provide~~operating ~~oversight~~activities of ~~the Company’s officers~~$17,961 ~~operations~~compared ~~and~~to ~~financial~~$41,833 ~~reporting~~for ~~function;~~the ●three ~~The~~months ~~Company’s~~ended ~~accounting~~March ~~department~~31, ~~which~~2018, ~~consists~~and ~~of a limited number of personnel~~received $25,000 ~~does~~from ~~not~~the ~~provide~~sale ~~adequate segregation~~ of ~~duties~~common ~~and~~stock ~~timely~~compared ~~information;~~to, ~~and~~$45,000 ●from ~~The~~the ~~Company~~issuance ~~does~~of ~~not~~notes ~~have~~payable ~~effective~~during ~~controls~~the ~~over~~three ~~period~~months ~~end~~ended ~~financial~~March ~~disclosure and reporting processes~~31, 2018.

~~Management believes~~We ~~that~~plan ~~the~~to ~~appointment~~fund ofour ~~one~~activities orthrough ~~more~~our ~~outside~~existing cash ~~directors~~on hand, ~~who~~through ~~shall~~revenue begenerated ~~appointed~~from tothe asale ~~fully~~of ~~functioning~~our ~~audit committee~~services, ~~will~~ ~~remedy~~and ~~the~~through ~~lack~~additional ofdebt aor ~~functioning~~equity ~~audit~~financing. ~~committee~~If ~~and~~we aare ~~lack~~unable to ofraise afunds ~~majority~~when ofrequired ~~outside~~or ~~directors~~ on ~~our~~acceptable ~~Board.~~terms, ~~Management~~we ~~plans to~~may ~~take~~have ~~action and implementing improvements~~ to ~~our~~significantly ~~controls~~scale ~~and~~back, ~~procedures~~or ~~when~~discontinue, our ~~financial position permits~~operations.

~~This annual~~Off-Balance ~~report~~Sheet 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.Arrangements

~~Changes~~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 ~~Internal~~financial ~~Control~~condition, ~~over~~sales or ~~Financial~~expenses, ~~Reporting~~results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

~~No change~~Critical inAccounting our system of internal control over financial reporting occurred during the period covered by this report (i.e. the first, second quarter, and third quarter of the fiscal year ended December 31, 2018) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Policies

12Use of Estimates

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

~~Item 1. Legal~~Cash ~~Proceedings~~and Cash Equivalents

~~From time~~The toCompany ~~time,~~considers weall ~~may~~highly ~~become~~liquid ~~involved~~investments with inmaturities ~~various~~of ~~lawsuits~~three ~~and~~months ~~legal~~or ~~proceedings,~~less ~~which~~at ~~arise, in~~ the ~~ordinary~~time ~~course~~ of ~~business. However,~~purchase ~~litigation is subject~~ to ~~inherent~~be ~~uncertainties,~~cash ~~and an adverse result in these or other matters may arise from time to time that may harm our business~~equivalents. WeAt ~~are~~March ~~currently~~31, ~~not~~2019 ~~aware~~and ofDecember ~~any~~31, ~~such~~2018, ~~legal~~the ~~proceedings or claims that we believe will have~~Company ahad ~~material~~no ~~adverse~~cash ~~effect on our business, financial condition or operating results~~equivalents.

~~Item 1A. Risk~~Recently ~~Factors~~Issued Accounting Pronouncements

We ~~are~~ ado ~~smaller~~not ~~reporting~~expect ~~company~~that asother ~~defined~~recently byissued ~~Rule~~accounting pronouncements ~~12b-2~~will ofhave ~~the~~a ~~Exchange~~material ~~Act~~impact ~~and~~on ~~are~~our ~~not~~financial ~~required to provide the information under this item~~statements.

~~Item 2. Unregistered~~Going ~~Sales of Equity Securities and Use of Proceeds~~ Concern

~~None~~Our financial statements have been prepared on a going concern basis. As of March 31, 2019, 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. ~~Defaults~~ ~~Upon~~Quantitative ~~Senior~~and ~~Securities~~Qualitative Disclosures about Market Risk

~~None~~We are not required to provide the information required by this Item because we are a smaller reporting company.

~~Item 4. Mine Safety Disclosures~~12

~~Not~~Item ~~applicable~~4. Controls and Procedures

~~Item 5. Other~~Evaluation ~~Information~~of Disclosure Controls and Procedures

~~None~~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.

~~Item~~The management of the Company is responsible for 6establishing and maintaining adequate internal control over financial reporting for the Company. ~~Exhibits~~ Our internal control system was designed to, ~~Financial~~in ~~Statement~~general, ~~Schedules~~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.

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 *

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2018. 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 March 31, 2018, the Company’s internal control over financial reporting were not effective.

*A ~~Filed~~material ~~herewith~~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 March 31, 2018, the Company determined that the following items constituted a material weakness:

13● The Company does not have an independent audit committee which would provide oversight of the Company officers, operations and financial reporting functions.

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

~~Pursuant to~~● ~~the~~The ~~requirements~~Company ofdoes ~~Section~~not 13have oreffective ~~15(d)~~controls ofover ~~the~~period ~~Securities~~end ~~Exchange~~financial ~~Act~~disclosure ofand ~~1934,~~reporting ~~the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~processes.

~~Date:~~Management ~~November~~believes 19that the appointment of one or more outside directors, ~~2018~~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.

~~OptiLeaf~~This ~~Inc~~annual ~~By:~~report ~~/s/~~does ~~Thomas~~not ~~Tran~~include ~~Name:~~an ~~Thomas~~attestation report ~~Tran~~of ~~Position:~~the ~~Chief~~Company’s ~~Executive~~registered ~~Officer,~~public ~~Chief~~accounting ~~Technology~~firm ~~Officer~~regarding ~~President~~internal ~~By:~~control /over financial reporting. Management’s/ ~~Nick~~report was ~~Nguyen~~not ~~Name:~~subject ~~Nick~~to ~~Nguyen~~attestation ~~Position:~~by ~~Chief~~the ~~Operating~~Company’s ~~Officer,~~registered ~~Chief~~public ~~Financial~~accounting ~~Officer~~firm ~~Duly~~pursuant ~~Authorized~~to the permanent exemption of the Securities and ~~Principal~~Exchange ~~Financial~~Commission ~~Officer~~that permit the Company to provide only management’s report in this annual report.

14Changes 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 (i.e. the first quarter of the fiscal year ended December 31, 2018) 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: June 25, 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

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