UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q/A (Amendment no 1)  x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010  OR  o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934  Commission File Number: 333-147225  MAXRAY OPTICAL TECHNOLOGY CO. LTD. (Exact name of Registrant as specified in its charter)   Delaware
(State or other jurisdiction of
incorporation or organization)N/A
(I.R.S. Employer Identification No.)  5618 Tenth Line West, Unit #9 Mississauga, Ontario, CANADA, L5M 7L9 (Address of principal executive offices, including zip code)  (905) 824-6200 (Registrant's telephone number, including area code)   Check 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 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]   The number of shares of the Registrant's common stock issued and outstanding at March 31, 2010, was 31,728,850.  Transitional Small Business Disclosure Format: Yes [ ] No [X]      1        TABLE OF CONTENTS     PART I FINANCIAL INFORMATION  Item 1.Condensed Financial Statements4Item 2.Managements Discussion And Analysis Of Financial Condition And Results
Of Operations12Item 3.
Item 4.Quantitative and Qualitative Disclosures About Market Risk
Controls and Procedures14
14 PAGE              PART II OTHER INFORMATION  Item 1.Legal Proceedings14Item 2.Unregistered Sales of Equity Securities and Use of Proceeds15Item 3.Defaults Upon Senior Securities15Item 4.Submission of Matters to a Vote of Security Holders15Item 5.Other Information15Item 6.Exhibits15                     2     PART I - FINANCIAL INFORMATION  Statements in this Form 10-Q/A 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/A 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/A Quarterly Report, except as required by law.       ITEM 1.             CONDENSED FINANCIAL STATEMENTS                    PAGE   Condensed Consolidated Balance Sheets                                                                  4  Condensed Consolidated Statements of Operations    (Three Month Periods)         5  Condensed Consolidated Statements of Operations    (Nine Month Periods)          6  Condensed Consolidated Statements of Cash Flows   (Nine Month Periods)          7  Notes to Condensed Consolidated Financial Statements                                          8   3    MaxRay Optical Technology Co., Ltd.Consolidated Balance SheetsMarch 31, 2010June 30, 2009(Unaudited)Current assets:Cash and Cash equivalents$           3,457,946$         2,150,605Restricted Cash2,252,4481,374,416Accounts receivable9,851,0884,458,722Prepayments1,539,4221,236,387Inventory7,272,4043,058,348Other current assets393,334126,219Total current assets24,766,64212,404,697Property, plant and equipment, net17,255,84017,268,282Land use right, net921,234933,983Intangible assets, net41,37420,298Licence Rights595,500-Deferred assets1,089,636489,344Total assets$         44,670,226$       31,116,604Current liabilities:Short-term loans$         13,857,913$         5,157,418Notes payable2,735,3243,077,721Accounts payable4,556,0123,759,036Advance from Customers-56,476Other payables199,9211,528,456Long-term debt - current portion1,222,156729,927Total current liabilities22,571,32614,309,034Non-current liabilities:Long-term debt2,444,3133,649,635Due to related parties2,939,4621,211,665Total liabilities27,955,10119,170,334Total Owners' equity:Common stock, $0.001 par value, 50 million authorized31,728,850 and 8,000,000 shares issued and outstandingrespectively at March 31, 2010 and June 30, 200931,7298,000Paid-in capital14,644,55211,158,708Subscription receivable(1,500,000)-  4    Retained earnings (Accumulated deficit)2,742,8546,013Accumulated other comprehensive income795,990773,549Total Owners' equity16,715,12511,946,270Total liabilities and owner's equity$         44,670,226$       31,116,604  The accompanying notes are an integral part of these financial statements.   5    MaxRay Optical Technology Co., Ltd.Consolidated Statements of Operation and Comprehensive Income(unaudited)FOR THE THREE MONTHSENDED MARCH 31,20102009Net Sales$         17,461,007$         1,618,846Cost of sales(15,030,285)(1,568,826)Gross Profit2,430,72250,020Other Operating Income32,04321,483Operating expenses(107,416)(20,951)General and Administrative expenses(480,724)(282,903)Financial expenses(162,098)(139,808)Total Operating Income(Loss)1,712,527(372,159)Subsidy income39,15815,133Non-operating expenses, net(1,949)(195)Net Income(loss) before income taxes1,749,736(357,221)Income taxes9,418-Net Income(Loss)1,740,318(357,221)Other Comprehensive Income(76,251)15,973Comprehensive Income(Loss)$           1,664,067$          (341,248)Earnings(loss) per share - Basic and diluted$                    0.05$                (0.04)Weighted Average number of shares outstanding31,728,8508,000,000  The accompanying notes are an integral part of these financial statements.   6    MaxRay Optical Technology Co., Ltd.Consolidated Statements of Operation and Comprehensive Income(unaudited)FOR THE NINE MONTHS ENDEDMARCH 31,20102009Net Sales$         45,012,213$         4,581,671Cost of sales(40,104,202)(5,011,603)Gross Profit(Loss)4,908,011(429,932)Other ItemsOther Operating Income60,0191,245,316Operating expenses(167,573)(39,222)General and Adminstrative expenses(1,484,349)(577,712)Financial expenses(507,268)(135,401)Total Operating Income2,808,84063,049Subsidy income60,38815,123Non-operating expenses, net(122,969)(950)Net Income before income taxes2,746,25977,222Income taxes9,418-Net Income$           2,736,841$              77,222Other Comprehensive Income22,44134,123Comprehensive Income$           2,759,282$            111,345Earnings per share - Basic and diluted$                    0.14$                  0.01Weighted Average number of shares outstanding19,864,4258,000,000  The accompanying notes are an integral part of these financial statements.   7    MaxRay Optical Technology Co., Ltd.Consolidated Statements of Cash Flow(unaudited)FOR THE NINE MONTHS ENDEDMARCH 31,20102009Cash Flows from Operating Activities:Net income$           2,736,841$              77,222Adjustments to reconcile net income tonet cash provided  by operating activities:Depreciation and amortization934,412603,479Changes in operating assets and liabilities:Accounts receivable(5,392,366)(978,571)Inventories(4,214,056)1,391,497Prepayments(303,035)271,587Other current assets(267,115)21,939Notes payable(342,397)1,268,762Accounts payable796,9762,521,724Advances from customers(56,476)(1,338,353)Other payable(1,328,535)704,872Deferred assets(600,292)8,581Net Cash Provided by(Used in) Operating Activities(8,036,043)4,552,739Cash Flows from Investing Activities:Changes in restricted cash(878,032)638,428Acquisition of property, plant and equipment(900,971)(6,604,453)Purchase of intangible assets(624,826)(10,478)Net Cash Used in Investing Activities(2,403,829)(5,976,503)Cash Flows from Financing Activities:Inception of bank loans, net7,987,4023,085,259Capital contribution2,009,5733,742,428Due to related parties1,727,797(3,616,964)Net Cash Provided by Financing Activities11,724,7723,210,723Net Change in Cash and Cash Equivalents1,284,9001,786,959Effect of Exchange Rate Changes on Cash and Cash Equivalents22,44134,122Cash and cash equivalents, beginning of period2,150,605396,352Cash and cash equivalents, end of period$           3,457,946$         2,217,433  8    Supplementary Cash Flows DisclosuresInterest paid$              417,279$              75,234Income taxes paid$                  9,416$                      -  The accompanying notes are an integral part of these financial statements.    9   MaxRay Optical Technology Co., Ltd. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Period Ended March 31, 2010 (Unaudited)  1) ORGANIZATION AND PRINCIPAL ACTIVITIES  MAXRAY OPTICAL TECHNOLOGY CO., LTD., (formerly Amber Optoelectronics Inc.) (the Company) is a Delaware corporation organized on January 25, 2007. The Company conducts its business through its subsidiary named as MAXRAY OPTICAL TECHNOLOGY (FUJIAN) CO. LTD., and the reverse merger was completed on December 15, 2009. MAXRAY OPTICAL TECHNOLOGY (FUJIAN) CO., LTD., was established in Photoelectric Park, Rongqiao Economic and Technological Development Zone Fuqing, Fujian, China on March 8th, 2007. The Company and its subsidiary are mainly engaged to develop, design, produce on new flat panel display devices, liquid crystal display products, including modules and parts. The Company has won credit from world leading manufactures on LCM assembly services including backlight module assembling for LCD TV and monitors, and its related parts. Their major customers such as JIELIAN Electronics Co., Ltd,, HUAYING Video Co., Ltd, and HENGSHENG electric Co., Ltd, whose parent are publicly listed companies in Hong Kong or Taiwan. 2) BASIS OF PRESENTATION  The Company is responsible for the unaudited condensed financial statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The Company prepared these statements following the requirements of the U.S. Securities and Exchange Commission (the SEC) for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. These statements should be read in combination with the financial statements for the fiscal years ended June 30, 2009 and 2008.  MAXRAY OPTICAL TECHNOLOGY (FUJIAN) CO., LTD. is the accounting acquirer and as the result, the accompanying condensed financial statements contain:  · Through December 15, 2009, the assets, liabilities, results of operations and cash flows of MAXRAY OPTICAL TECHNOLOGY (FUJIAN) CO., LTD.  · For the period from December 16, 2009 through March 31, 2010, the assets, liabilities, results of operations and cash flows of MAXRAY OPTICAL TECHNOLOGY (FUJIAN) CO., LTD., and the Company.   10   Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim unaudited condensed consolidated financial statements may not be the same as those for the full year.   3) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS  In February 2010, FASB issued ASU 2010-09 Subsequent Event (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for an SEC filer to disclose a date in both issued and revised statements. Revised financial statements include financial statements revised as a result of either correction of an error or retroactive application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. Adoption of ASU 2010-09 did not have a material effect on the Companys financial statements.  In May 2009, the FASB issued ASC 855-10 (Prior authoritative literature: SFAS 165, "Subsequent Events"). ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, ASC 855-10 provides (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009 and shall be applied prospectively. As such, the Company is required to adopt this standard in the current period. Adoption of ASC 855-10 did not have a significant effect on the Companys financial statements.  In June 2009, the FASB issued ASC 105-10 (Prior authoritative literature: SFAS 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles). ASC 105-10 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. ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Adoption of ASC 105-10 on its financial statements did not have a material effect.  4) INVENTORIES The Companys inventories as at March 31, 2010 are summarized as follows: March 31,June 30,20102009(unaudited)Raw materials$7,093,754$2,895,283  11    Work in progress24,244-Finished goods154,406163,065Total Inventories$7,272,404$3,058,348  5) DUE FROM (TO) RELATED PARTIES AND RELATED PARTY TRANSACTIONS  a) Due to Related Parties March 31,June 30,20102009(unaudited)Max Great Technology Co., Ltd.$385,684$67,851Shareholders2,234,026824,710Max Chance Limited319,752319,104Total Due to Related Parties$2,939,462$1,211,665  b) Purchases from Related Parties The Companys purchases from related parties included whey protein powders from Max Great Technology Co., Ltd., as per below for the nine month period ended March 31, 2010 and March 31, 2009, respectively. Nine Months Ended March 31,20102009(unaudited)(unaudited)Max Great Technology Co., Ltd.$1,046,290$197,908Purchases from Related Parties$1,046,290$197,908   12    6) PROPERTY, PLANT AND EQUIPMENT - NET March 31,June 30,20102009(unaudited)Property, plant and equipment, cost:Buildings$12,170,998$12,112,076Plant and machinery6,782,9995,937,932Office equipment and furnishings169,268159,598Motor vehicles120,69094,244Others142,909122,208Total cost$19,386,864$18,426,058Less: Accumulated depreciation:Buildings$684,233$272,120Plant and machinery1,307,621799,106Office equipment and furnishings59,07637,062Motor vehicles39,45526,652Others40,63922,836Total cost$2,131,024$1,157,776Property, plant and equipment, net$17,255,840$17,268,282  The Company recorded depreciation and amortization expense of $327,975 for the nine month period ended March 31, 2010. 7) LICENSE RIGHTS - NET March 31,June 30,20102009(unaudited)License rights, cost$630,000$-Less: Accumulated amortization(34,500)-Total License Rights, net$595,500$-  The Company recorded amortization expense of $8,250 for the nine month period ended March 31, 2010.  13   8) LAND USE RIGHTS - NET March 31,June 30,20102009(unaudited)Land Use Rights, cost$976,416$974,591Less: Accumulated amortization55,18240,608Land Use Rights, net$921,234$933,983  The Company recorded amortization expense of $14,647 for the nine month period ended March 31, 2010. 9) COMMITMENTS AND CONTINGENCIES  None  10) SUBSEQUENT EVENTS The investment of $1,500,000 United States dollars from the shareholder was received on April 15, 2010.    14    ITEM  2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  FORWARD-LOOKING STATEMENTS  To the extent that the information presented in this Quarterly Report on Form 10-Q/A for the three months ended March 31, 2010, discusses financial projections, information or expectations about our products or markets, or otherwise makes statements about future events, such statements are forward looking.  We are making these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.  These risks and uncertainties are described, among other places in this Quarterly Report, in this Managements Discussion and Analysis of Financial Condition and Results of Operations.  Results of Operations The following represents condensed consolidated pro forma revenue and earnings information for the three months and nine months ended March 31, 2010 and March 31, 2009, as if the recapitalization had occurred on the first day of each of the years. UnauditedUnauditedThree Months EndedNine Months EndedMarch 31,March 31,March 31,March 31,2010200920102009Revenues$          17,461,007$            1,618,846$          45,012,213$            4,581,671Net Income(loss)$            1,740,318$             (357,221)$             2,736,841$                 77,222Earnings per share$                     0.05$                   (0.04)$                      0.14$                     0.01Weighted Average Shares Outstanding31,728,8508,000,00019,864,4258,000,000   THREE MONTHS PERIOD ENDED MARCH 31, 2010 COMPARED TO THE SAME PERIOD ENDED MARCH 31, 2009 Revenues During the three months ended March 31, 2010 the Company generated revenues of $17,461,007 compared to $1,618,846 in the period ended March 31, 2009. The increase was driven primarily by an increased demand for our LCD TV and Monitor products manufactured and made ready for sale.  Customer demand was driven by significant technological improvements in quality and design.  15    Cost of Revenues The Company incurred cost of revenues of $15,030,285 for the three month period ended March 31, 2010 and for the period March 31, 2009 was $1,568,826 which resulted in an increase of $13,461,459. The increase is comprised primarily by significant increase in demand for products due to market expansion and the write-off of research and development costs.  Operating Total sales operating expenses for the three months ended March 31, 2010 was $107,416 compared to $20,951 for the same period in 2009.  The additional costs resulted in an increase in sales directly related to the expansion of our marketing campaign.  General and Administrative In the three month period ended March 31, 2010, general and administrative expenses increased by $197,821 to $480,724 versus $282,903 incurred over the same period in 2009. The increase is driven primarily due to expansion of operations and build-up of administration and finance departments.  Financial Our financial expenses for the three month period ended March 31, 2010, increased over the same period in 2009 by $22,290.  The increase is driven primarily due to our increased bank loan.  Other Income/Expenses In the three months ended March 31, 2010, the Company earned $32,043 in other operating income resulting in an increase of $10,560 in other operating expense over the same period in 2009.  Income Taxes During the three month period ended March 31, 2010, we recorded a provision for income taxes of $9,418 due to an increase in domestic revenues and current net income results.  Net Income The Company recorded a net income for the three month period ended March 31, 2010 of $1,740,318. The net income increased by $2,097,539 compared to the same period in 2009.  It is anticipated that this trend will continue into the next quarter due to the initiatives invested in production for our product lines and our commitment to ongoing sales and marketing activities.  Results of Operations NINE MONTHS PERIOD ENDED MARCH 31, 2010 COMPARED TO THE SAME PERIOD ENDED MARCH 31, 2009  Revenues During the nine months period ended March 31, 2010 the Company generated revenues of $45,012,213 compared to $4,581,671 in the period ended March 31, 2009. The increase is driven primarily by increased demand for those products incorporating significant technological improvements in quality and design.  Cost of Revenues The Company incurred cost of revenues of $40,104,202 for the nine month period ended March 31, 2010 compared to $5,011,603 for the same period ended March 31, 2009 which resulted in an increase of $35,092,599. The increase is comprised primarily by significant increase in demand for products due to market expansion and the write-off of research and development costs.  Operating Total operating expenses for the nine months ended March 31, 2010 was $167,573 compared to $39,222 for the same period in 2009.  The additional costs resulted in an increase in sales directly related to the expansion of our marketing campaign.   16   General and Administrative In the nine month period ended March 31, 2010, general and administrative expenses increased by $906,637 to $1,484,349 versus $577,712 incurred over the same period in 2009. The increase is driven primarily due to expansion of operations and build-up of administration and finance departments.   Financial Our financial expenses for the nine months ended March 31, 2010, increased by $371,867 over the same period in 2009. The increase was due primarily to increase in the Companys lines of credit.   Income Taxes During the nine month period ended March 31, 2010, we recorded a provision for income taxes of $9,418 due to an increase in domestic revenues and current net income results.  Net Income The Company recorded a net income for the nine month period ended March 31, 2010 of $2,611,269 resulting in an increase of $2,443,486 when compared to the same period in 2009.  It is anticipated that this trend will continue into the next quarter due to the initiatives invested in production for our product lines and our commitment to aggressive sales and marketing activities.  Liquidity and Capital Resources  As of March 31, 200, the Company had cash and cash equivalents of $3,457,946.  Cash Flows from Operating Activities Net cash used in operating activities was $8.0 million for the nine months ended March 31, 2010, as compared to net cash provided by operating activities of $4.6 million for the same period in the previous year. Net cash used in operating activities for the nine months ended March 31, 2010 was mainly due to net income of $2.7 million, non-cash items not affecting cash flows of $.9 million and a $11.7 million increase in working capital. The changes in working capital for the nine months ended March 31, 2009 were primarily related to $1.3 million decrease in other payables, $5.4 million increase in accounts receivable, and an increase of $4.2 million in inventories. In the nine months ended March 31, 2010, we spent $40.1 million in purchasing raw materials and other production materials.  Cash Flows from Investing Activities Net cash used in investing activities was $2.4 million for the nine months ended March 31, 2010, as compared to net cash used in investing activities of $6.0 million for the same period in the previous year. Cash invested in purchases of property, plant and equipment was $.9 million and $6.6 million for the nine months ended March 31, 2010, and 2009, respectively. The decrease is mainly due to the completion of major investing projects in plant expansion and production equipment and materials to meet current and anticipated product demand, and to materially increase our production capacity to fulfill our customers current and future order requirements. Restricted cash decreased by $.9 million for the nine months ended March 31, 2010 due to the release of cash deposit pledged for certain short-term loans which were repaid during the period, as compared to an increase of $.6 million for the same period in the previous year. Restricted cash represents cash deposited with banks as security against the issuance of bank notes, letters of credit for the import of raw materials and as pledges for certain short-term borrowings.  Cash Flows from Financing Activities Net cash provided by financing activities was $11.7 million for the nine months ended March 31, 2010, as compared to $3.2 million for the same period in the previous year. Cash provided by financing activities during the nine months ended March 31, 2010 was primarily related to $8.0 million short-term loans from domestic banks in China, $1.7 million from related parties and $2.0 million in capital contributions. Net cash provided by financing activities for the nine month period ended March 31, 2009 was $3.1 million primarily an increase in short-term loans from banks in domestic China, $3.7 million increase from capital contributions offset by $3.6 million decrease in related party advances due to repayments.  The Company anticipates that its cash needs over the next 12 months will be met by primarily from a combination of ongoing profits, cash on hand, access to a negotiated in place line-of-credit of $15,000,000 United States dollars.  17   The line-of-credit is secured by a general pledge of the Companys current assets. As at March 31, 2010, the Company has not yet required the use of the line-of-credit.  Off-Balance Sheet Arrangements We have no off-balance sheet arrangements.  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 March 31, 2010.  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   18   ITEM 6.  EXHIBITS  The following exhibits are filed as a part of this report on Form 10-Q/A:  Exhibit No.                                  Description 31.1 31.1                             Rule 13(a)-14(a)/15(d)-14(a) Certification of President 31.2                             Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer 32.2                             Section 1350 Certification of President 32.3                             Section 1350 Certification of Chief Financial Officer     19   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:  June 4, 2010  MAXRAY OPTICAL TECHNOLOGY CO. LTD.  By:           /s/ John Campana President                     20   Exhibit 31.1 CERTIFICATIONS  I, JOHN CAMPANA, President, certify that:  1.   I have reviewed this quarterly report on Form 10-Q/A 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:  June 4, 2010                                                                               /s/ John Campana President    21   Exhibit 31.2  CERTIFICATIONS  I, GEORGE PARSELIAS, Chief Financial Officer, certify that:  1.   I have reviewed this quarterly report on Form 10-Q/A 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:  June 4, 2010                                                                                    /s/ George Parselias Chief Financial Officer    22   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 nine month period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John Campana, President 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:    President  Date:    June 4, 2010                         23   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 nine month period ended March 31, 2010 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;  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:  George Parselias Title:    Chief Financial Officer  Date:     June 4, 2010                         24