**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      fiscal year ended **JUNE
      30, 2007**





COMMISSION
      FILE No. **000-52488**





**OPTICON
      SYSTEMS, INC.**


(Name
      of
      small business issuer in its charter)





**NEVADA**


(State
      or
      other jurisdiction of incorporation or organization)





**20-2583185**


(I.R.S.
      Employer Identification No.)





**First
      Floor, 1701 West Northwest Highway**


**Grapevine,
      Texas 76051**


(Address
      of principal executive offices)(Zip code)





**817-305-0628**


(Issuer’s
      telephone number)





SECURITIES
      REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


**NONE**





SECURITIES
      REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:


**COMMON
      STOCK, $0.001 PAR VALUE PER SHARE**





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.   YES x NO
o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of the Form 10-KSB or any
      amendment to this Form 10-KSB.  x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).   YES oNO x





Opticon
      System, Inc.’s revenues for the fiscal year ended **June
      30, 2007**  were **:** **None** ****





The
      aggregate market value of the voting common stock of the Opticon Systems, Inc.
      at **** **SEPTEMBER
      28, 2007** **** was **** **NONE**





The
      number of shares of Opticon System, Inc.’s common stock outstanding
      at **** **SEPTEMBER
      29, 2007** **** was **33,544,858 shares.**





DOCUMENTS
      INCORPORATED BY REFERENCE **NONE**





Transitional
      Small Business Disclosure Format YES oNO x





**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**





OUR
      CORPORATE HISTORY AND ORGANIZATION





“We”,
      "us" and “our” refer to OptiCon Systems, Inc., a Nevada corporation.




The
      history of our incorporation and our ownership, in chronological order, is
      as
      follows:




-
      We were
      incorporated in Nevada on October 22, 2004.


-
      J.
      Marshall Batton, Jeffrey A. Hoke, Jacques Laurin and Douglass W. Wright were
      our
      founders and original stockholders, each owning twenty-five percent of our
      common stock.


-
      On July
      29, 2005, FutureTech Capital LLC, a company entirely owned by Saeed Talari,
      acquired eighty percent of our common stock as a result of our acquisition
      of
      the Opticon Network Manager software (see below) from FutureTech and the stock
      ownership of each of our founders was reduced to five percent.


-
      Also on
      July 29, 2005, following our acquisition of the Opticon Network Manager
      software, FutureTech and our founders exchanged all of our issued and
      outstanding common stock for an aggregate of sixty-six percent of Hathaway
      Corporation's issued and outstanding common and all of its preferred stock;
      and,
      as a result of the exchange, we became a wholly owned subsidiary of Hathaway.


-
      Before
      the exchange of our shares for Hathaway's shares, Mr. Talari legally and
      beneficially owned eighty-eight percent of Hathaway's common stock and
      beneficially owned through FutureTech eighty percent of our common stock.


-
      After
      the exchange, our founders each owned directly four percent of Hathaway common
      stock and Mr. Talari, directly and indirectly, owned eighty percent of
      Hathaway's common stock.


-
      On
      April 4, 2006, we consolidated (reverse split) our issued and outstanding common
      stock by a factor of .30107143. Statement of all share amounts, whether before
      of after April 4, 2006, in this amended registration statement have been
      adjusted for the share consolidation.





Before
      our acquisition of the Opticon Network Manager software, both Hathaway and
      FutureTech were under the direct, common control of Mr. Talari. Prior to our
      acquisition of the Opticon Network Manager software, Mr. Talari had no control
      over us. With that acquisition, however, we also came under Mr. Talari's
      indirect control. Although Mr. Talari may be deemed to have determined or had
      a
      controlling influence on the terms of the exchange of stock between our
      stockholders and Hathaway, because he owned (a) all the stock of FutureTech
      which was our then eighty-percent stockholder and (b) eighty-eight percent
      of
      Hathaway's common stock, Mr. Talari did not control the decision of our founders
      who owned twenty percent of our common stock and who have advised us they made
      independent, individual decisions to enter into the exchange of their stock
      in
      us for Hathaway common stock. See the following table which details the
      aggregate of Mr. Talari's direct and indirect stock ownership of each entity
      at
      each stage of the history described above:





Mr.
                Talari's stock ownership percentageTransaction
                Stage
            
            Hathaway
            
            FutureTech
            
            Opticon
                SystemsOur
                incorporation
            
            
            88
            
            
            100
            
            
            NoneOur
                acquisition of the Opticon Network Manager
            
            
            88
            
            
            100
            
            
            80Our
                acquisition by Hathaway
            
            
            80
            
            
            100
            
            
            80





The
      address of our executive offices is First Floor, 1701 West Northwest Highway,
      Grapevine, Texas 76051 and our telephone number at that address is 817-305-0628.
      The address of our web site is www.opticonsystemsinc.com .
      The
      information at our web site is for general information and marketing purposes
      and is not part of this annual report for purposes of liability for disclosures
      under the federal securities laws.





OUR
      ACQUISITION OF THE OPTICON NETWORK MANAGER SOFTWARE





The
      history of our acquisition of the Opticon Network Manager software and related
      assets, in chronological order, is as follows:




2




-
      We
      signed a pre-incorporation agreement dated as of August 19, 2004 with FutureTech
      to purchase the Opticon Network Manager software and assets.


-
      FutureTech did not own or have a contract to purchase the Opticon Network
      Manager software and assets at that time.


-
      FutureTech signed an agreement on July 26, 2005 with Corning Cable Systems,
      Inc., a subsidiary of Corning Incorporated, to purchase the Opticon Network
      Manager software and assets for a cash purchase price of $100,000.


-
      The
      agreement between FutureTech and Corning Cable was identical in all respects,
      other than price, to our existing agreement with FutureTech.


-
      FutureTech's purchase from Corning Cable was completed on July 29,
      2005.


-
      We
      amended our agreement with FutureTech on July 29, 2005, changing our purchase
      price to 25,290,000 shares (or eighty percent) of our common stock.


-
      We
      completed our acquisition of the Opticon Network Manager software from
      FutureTech on July 29, 2005.





LICENSES
      OF THE OPTICON NETWORK MANAGER SOFTWARE BY CORNING CABLE





We
      were
      informed by Corning Cable that it had licensed the R3 version of the Opticon
      Network Manager software to approximately sixty operators of multiple cable
      television systems ("MSOs"). We believe those licensees installed the Opticon
      Network Manager software on about 150 individual cable television systems.
      Corning Cable's licensees included ten of the twenty-five largest cable
      providers at that time, among others. Corning Cable's licensees for the R3
      Opticon Network Manager software included:




-
      Comcast
      Corporation;


-
      TimeWarner, Inc.; and


-
      Charter
      Communications.




We
      understand that those licenses involved a non-exclusive, perpetual, paid-up,
      right to use the Opticon Network Manager software as it existed at the time
      of
      the license. Corning Cable's licensees did not obtain, however, the ability
      to
      maintain, modify or upgrade the software themselves, because they received
      only
      the part of software program that runs on their computer systems ("object code")
      and did no receive, have a right to receive or have access to the computer
      code
      on which the object code is based ("source code") and is essential to
      maintenance, modification and upgrading the object code. We purchased the sole
      and exclusive right and title to source code for the R3 version of the Opticon
      Network Manager (as well as all the documentation for the partially developed
      R4
      version). We do not have any obligation to support, maintain or upgrade the
      software under Corning Cable's licenses, nor do we have any liability associated
      with its performance. Those licenses exist without any impact on our ownership
      of the Opticon Network Manager software, which includes both the source code
      and
      the object code, and our right and ability to as the sole owner to license
      the
      Opticon Network Manager software to others.





We
      believe a substantial number of the approximately 150 installations of the
      R3
      Opticon Network Manager software are still in use, including those on the cable
      systems of Comcast, TimeWarner and Charter Communications. We believe the MSOs
      who are still using the R3 Opticon Network Manager represent an opportunity
      for
      us to sell support and maintenance services, which they do not now have and
      cannot provide for themselves. We believe they also represent a market for
      our
      R4 version, if and when we complete development of it (of which there is no
      assurance). There is no assurance, however, that Corning Cable's licensees
      will
      have an interest in buying support and maintenance services from us, or that
      they will have an interest in buying licenses to the R4 version from us. We
      believe that even if we are unable to sell service and support services to
      Corning Cable's licensees, the MSOs who have not licensed from Corning Cable,
      as
      well as other types of fiber cable system operators described below, provide
      us
      with a substantial, potential market for the Opticon Network Manager software.




CORNING
      CABLE'S TERMINATION OF ITS BUSINESS RELATED TO THE OPTICON NETWORK


MANAGER
      SOFTWARE





Corning
      Cable developed the Opticon Network Manager software, beginning in 1995 as
      an
      outgrowth of its fiber optic cable business. Corning Cable developed three
      versions of the Opticon Network Manager software, concluding in March 2003
      with
      the R3 version. Corning Cable also began development of the next-generation
      R4
      version of the Opticon Network Manager software, up to the point at which
      writing the source code and testing the object code were the next and final
      development steps. According to software development standards, this point
      of
      development constitutes seventy-five percent completion. We believe the Opticon
      Network Manager software was the most widely used fiber optic network management
      software in use at that time. Corning Cable decided in 2003 to terminate its
      involvement in the fiber optic cable network management software industry.
      Corning disclosed in its annual report on Form 10-K for 2002 filed with the
      U.S.
      Securities and Exchange Commission that "During 2002 Corning continued the
      restructuring efforts that began in the second quarter of 2001. The
      telecommunications industry continued to decline over the course of the year
      as
      the trends exhibited in 2001, such as softness in demand, excess capacity,
      increased intensity of competition and growing pressure on price and profits
      have persisted." The notice sent by Corning Cable to its licensees dated May
      27,
      2003 stated that its reason for terminating its Opticon Network Manager
      operations was "Due to the extended downturn in the telecom industry there
      has
      been a significant reduction in demand for these products and services."
      Corning's annual report on Form 10-K for 2003 filed with the Commission
      disclosed that "We have been able to reduce the loss in the Telecommunications
      segment in 2003 by closing plants and reducing costs". We believe that
      terminating support for and continued development of the Opticon Network Manager
      sofware was one of these cost reducing measures enacted by Corning.





3




WHAT
      WE
      PURCHASED FROM CORNING CABLE





As
      noted
      above, we purchase the Opticon Network Manager software (both the operational
      Release 3.x and proposed Release 4.x, as identified in the agreements)
      indirectly from Corning Cable, with FutureTech as a temporary, intermediary
      owner. Our contract to purchase the Opticon Network Manager from FutureTech
      was,
      in all material respects, a mirror image of FutureTech's agreement with Corning
      Cable. Both agreements provided for purchase and sale of "substantially all
      of
      the assets that are used by [Corning Cable] to conduct OptiCon related
      business". The agreements provided for the "[sale], transfer, [assignment and
      delivery]" of the assets "in perpetuity, free and clear of all encumbrances"
      and
      "all right, title and interest". The assets included the "brand name", all
      "tangible personal property", "all Federal, state, local and foreign
      governmental licenses, consents, approvals, authorizations, permits, orders,
      decrees and other compliance agreements", "all OptiCon Intellectual Property
      Rights and Licensed Software, and the goodwill associated therewith, licenses
      and sublicenses granted in respect thereto and rights thereunder", "all
      customer, supplier, advertiser and mailing lists", "all business and financial
      records, books, ledgers, files, plans, documents, correspondence, lists, plats,
      architectural plans, drawings, notebooks, specifications, creative materials,
      advertising and promotional materials, marketing materials, studies, and reports
      relating in any manner to, or used in connection with the operation of, OptiCon
      or to the Acquired Assets, in whatever media they exist", "all goodwill" and
      "all inventory". The agreements specifically provide that the purchaser
      (FutureTech and subsequently us) do not assume, discharge or perform any
      liabilities, as defined, "related to Opticon", which we maintain includes
      liabilities under the existing licenses. At each closing, the purchaser received
      a bill of sale for tangible assets, an assignment of intangible personal
      property, a trademark assignment and a general assignment of intellectual
      property assets. And, the seller in each case undertakes to "execute and deliver
      such other instruments of sale, transfer, conveyance, assignment and
      confirmation, and will take such further action, as may be reasonably requested
      in order to more effectively transfer, convey and assign to, and to confirm
      [the
      buyer's] title". The foregoing is a summary of the things acquired first by
      FutureTech from Corning Cable and second by us from FutureTech. The agreements
      contain other provisions necessarily related to the transactions. Reference
      is
      made to full agreements which are filed as exhibits to this amended registration
      statement. All summaries of selected provisions of the agreements in this
      amended registration statement are subject to the actual
      agreements.




OUR
      BUSINESS





What
      Our
      Technology Does





The
      Opticon Network Manager software is designed to manage large fiber optic cable
      networks more efficiently, as compared to Excel spread sheets which were the
      medium of network management in use at the time the original version of the
      Opticon Network manager was introduced. The R3 Opticon Network Manager software
      significantly reduces the time and expense required to install, manage, maintain
      and repair a fiber optic cable system. These reductions are principally the
      result of:




-
      The
      ability to map and determine the status of each strand in a fiber optic
      cable,


-
      The
      ability to automatically determine when a cut, break or fault has occurred,
      and


-
      The
      ability to identify the actual physical location of a cable cut, break or fault
      within five feet.




Based
      on
      our review of the fiber optic management software against which the Opticon
      Network Manager now completes, we believe that none of them provide these
      features. See "Competition", below.





4




The
      OptiCon R4 system of the Opticon Network Manager software will not only have
      all
      the features of the OptiCon R3 system, but also is designed for use
      on:




-
      An
      entirely fiber optic network, just like the OptiCon R3 system, and


-
      A
      network which has a combination of fiber optic cable and copper wire
      cable.




Based
      on
      our review of the fiber optic management software against which the Opticon
      Network Manager now completes, none of them function across an entire hybrid
      system composed of fiber optic and copper wire cables. Development of the
      OptiCon R4 system is seventy-five percent complete, according to software
      development industry standards. The OptiCon R4 system is not ready for
      commercial sale.





The
      length of a fiber optic cable is limited only by the delivery requirements
      of
      the particular installation. Unlike the loss of signal strength in copper wire
      cable which limits the length of each copper wire cable segment to three
      thousand feet between amplification points, there is no loss of signal strength
      in fiber optic cable, regardless of the length of the cable. Fiber optic cable
      may be hundreds or thousands of miles in length. The ability to quickly detect
      and repair cable cuts, breaks and faults is critical to the quality of service
      (QoS) provided by a cable system operator to its customers.




As
      cable
      operators move into voice services they move into a QoS which requires a 99.999%
      "uptime" (the standard for telephony service providers). While subscribers
      to
      cable television and the Internet on a fiber optic cable system may accept
      service outages of up to hours and even days as an inconvenience or irritation,
      interruption of telephone service (voice) of even much shorter duration is
      unacceptable to consumers. This is particularly true with respect to emergency
      911 service. Providing telephone service over fiber optic cable becomes
      commercially feasible only with the ability to (a) provision (provide service
      to) new customers promptly, (b) reduce service interruptions by effective
      management and maintenance, (c) quickly restore service when interruptions
      occur
      due to cable cuts, breaks and faults and (d) reduce the cost of maintenance,
      service and repair to a level comparable to copper wire cable. Based on the
      experience of our former chief executive officer at Lucent Technologies' NetCare
      division in sales, installation and management of copper wire cable systems,
      these types of service interruptions in copper wire cable require an average
      of
      1.6 service crews ("truck rolls"), as compared to the experience of fiber cable
      system which, based on information we obtained from Corning Cable, require
      an average eight truck rolls for each cut, break or fault in a fiber optic
      cable.


The
      Advantages of Our Technology





The
      Opticon Network Manager software, among other things described below,




-
      Isolates cable cuts, breaks and faults, service degradation and other "optical
      events" to within plus or minus five feet of the event; and


-
      Produces a GPS (global positioning system) location for the outage to an
      approximate five foot section of cable (GPS location can be better or worse,
      depending upon the accuracy of the data supplied to the system).





Based
      upon our analysis of products against which we compete, the Opticon Network
      Manager software is the only commercially available fiber optic management
      software offering these features. The Opticon Network Manager software takes
      into account all of the physical variables in the installation of fiber optic
      cable. Other systems now in use determine the location of the cut, break or
      fault (optical event) based on the length of the cable from the test point.
      They
      do not identify the actual geographic location of the cut, break or fault.
      They
      provide a distance to a fault determined by a reflectometer (a ping, like radar,
      is put on the line and the amount of time it takes for the ping to return
      determines the distance) which may differ as much as thirty percent from the
      geographic location of the actual fault, as a result of cable twist and other
      factors in the physical installation of the cable, such as deviations from
      a
      straight line caused by obstacle avoidance, grade change, slack between
      attachment points and ground versus overhead deployment.





When
      the
      Opticon Network Manager software detects a significant optical event, it sends
      an alarm to any type of communications device in use by the cable system
      operator, which, in turn, alerts management. The Opticon Network Manager
      software can automatically print a work order and dispatch a repair crew to
      the
      correct location, using its mapping capability. Identifying the precise location
      of a cable cut, break or fault to within plus or minus five feet reduces the
      time needed to locate and repair the cable. The corollary of reduction in time
      to locate and repair is reduction in personnel and equipment cost and an
      increase in QoS to an equivalency to copper wire cable networks. Rather than
      hours spent locating a cut, break or fault in long runs of fiber optic cable
      with an average of up to eight crews on the road for a single occurrence,
      personnel time and equipment cost is materially reduced to an average of 1.6
      crews and trucks on the road. This feature of the Opticon Network Manager
      software brings maintenance and repair costs of fiber optic cable into line
      with
      those costs for wireline where cuts, faults and breaks can be isolated between
      amplification points - a maximum of three thousand feet.





5




Additional
      features of the Opticon Network Manager software include the ability
      to




-
      Track
      fiber strands in use,


-
      Track
      fiber strands available for use (that is, attached to equipment, but not in
      use), and


-
      Track
      fiber strands in inventory (available, but not attached to any equipment, or
      dark).





Our
      product





We
      can
      begin licensing the OptiCon R3 system immediately, subject to funding for
      marketing and for capacity for support and maintenance. This is the same system
      that had been licensed by Corning Cable. It provides a complete management
      structure for a physical fiber optic cable network. The OptiCon R3 system can
      be
      used by both cable providers and telephone systems that have deployed or are
      in
      the process of deploying fiber optic cable. It can be used both (a) during
      the
      installation process of the fiber optic cable and (b) during the operation
      of
      the fiber optic cable network.





The
      OptiCon R3 system provides a single repository for all data which documents
      the
      fiber optic cable network. **** During
      installation, the OptiCon R3 system interfaces with the operator's work order
      system to ensure the accurate collection of all data relevant to the ongoing
      management of the network. For example, it tracks all of the components of
      the
      system, it maps both outside locations and inside equipment and their layouts,
      it maps and tracks all network connections and all customers served.





After
      installation of the fiber optic network, the OptiCon R3 system provides these
      additional four capabilities:




-
      It
      improves the circuit assignment process and provisioning of new customers during
      the implementation phase;


-
      It
      automates the network management and maintenance functions;


-
      It
      complements a carrier’s existing systems and databases; and


-
      It is
      accessible to personnel at all levels.





During
      the implementation phase, the location and paths all fiber strands are captured
      in an Oracle data base and are identified as they are moved from dark, to
      inactive, to active status during the provisioning process. The OptiCon system
      also displays for the operator selected fiber paths to customers or fiber paths
      available for new customers. It also displays all relevant information about
      that fiber path, including its current status, the service type being provided
      and relevant wavelength. All of these capabilities reduce the time and cost
      necessary for fiber provisioning for and assignment of circuits to customers.
      The current method of provisioning service to a new fiber optic cable customer
      is manually finding an available fiber optic route to the customer’s premises.





In
      network management using the Opticon system, all relevant network information
      is
      available to the operator online. Drawing on information in the Oracle data
      base, the OptiCon system automatically displays network connections, provides
      access to historical outage records, generates detailed work orders and provides
      a variety of other network information and reports essential to operating a
      complex fiber optic cable network.





Use
      of
      the OptiCon R3 system requires a data base by Oracle Corporation to store
      network data and requires a graphical information system by MapInfo Corporation
      to display and manipulate data, which is graphically highlighted on maps to
      provide easy use with a Windows interface requiring minimal user training.
      The
      OptiCon R3 system will not function without both an Oracle database and MapInfo
      software. At the present time, users of the Opticon R3 system must license
      the
      data base software directly from Oracle and display software directly from
      MapInfo, because we do not have reseller licenses covering either of those
      softwares. It is our intent to obtain reseller licenses from both companies,
      which will then enable us to directly license all of the software needed to
      utilize the Opticon R3 system and the R4 system, if any, when development of
      the
      R4 system is completed for commercial licensing.





6




The
      OptiCon R3 system is customizable, allowing users to specify unique reporting
      options to reflect specific needs. These features both reduce the cost of
      implementation by extending the functionality of the operator's existing
      systems, while reducing response times and allowing immediate access to critical
      data.





In
      order
      to provide a GPS location within plus or minus five feet, the OptiCon R3
      system:




-
      Accepts
      cable system design data to determine the distance between two points in a
      network;


-
      Accepts
      inputs from the installing field crew, such as a variety of local data points
      (such as point to point sheath lengths, GPS coordinates, elevations and slack
      in
      the cable at any point);


-
      Stores
      all of the specific information on fiber cable manufacturer’s product number and
      specific characteristics (each product line within a manufacturer's product
      offering can have different specifications); and


-
      Manages
      all network information in a single data base and GIS system.




When
      a
      cut, break or fault is detected, the OptiCon R3 system issues a work order
      for
      repair services. The technician goes to a starting point identified in the
      work
      order and uses a reflectometer (OTDR) to determine the distance from the
      starting point to the optical event. The technician updates the work order
      with
      the OTDR reading and the Opticon Network Manager software adjusts the distance
      using the information it has regarding the specifics of the cable used, slack,
      elevations and other factors, and presents both GPS coordinates and a map of
      the
      outage to the work crew.





Our
      next-generation product





The
      OptiCon R4 system is our next generation of fiber optic network management
      software, which requires an estimated twenty-five percent final development
      before it can be commercially licensed. The OptiCon R4 system is being designed
      to address two major deficiencies in the OptiCon R3 system. These
      are:




-
      It will
      manage both fiber optic cable and copper wire cable in a hybrid cable system;
      and


-
      It will
      have an interface that will enable it to work with other software applications,
      for example, to easily give and receive information from a client's existing
      work order system.




And,
      it
      also has an easy-to-use web-browser user interface.





We
      have
      established the following schedule to complete the commercial development of
      the
      OptiCon R4 system




-
      A
      demonstration system within ninety days after funding;


-
      A beta
      version of the software in 180 days after funding; and


-
      General
      availability release in twelve months after funding.





We
      purchased all of the documentation for the Opticon R4 system from Corning Cable.
      As noted above, by industry standards, this documentation constitutes
      approximately seventy-five percent completion of the Opticon R4 system when
      we
      acquired it from Corning Cable. To complete commercial development of the R4
      system, we must write the source code for the Opticon R4 system and test the
      resulting object code (the code that actually runs on the computer), including
      the debugging process, before we can offer the Opticon R4 system for licensing.
      We have not done any development work on the Opticon R4 system after we
      purchased it from Corning Cable, nor do we have the funding available at the
      present time to hire programmers and purchase computer equipment needed to
      write
      the source code and test the object code. See, Plan of Operations and Liquidity
      and Capital Resources. Without adequate funding, we will not be able to produce
      a marketable Opticon R4 system. There is no assurance we will be able to obtain
      any or adequate funding to complete the development of and market the R4 Opticon
      Network Manager. In the event we are able to obtain adequate funding, we believe
      writing the source code based on Corning Cable's documentation (which itself
      has
      been developed from the operational R3 version) will be a straight-forward
      undertaking without any unexpected complications. With adequate funding, we
      estimate that writing the source code and testing the object code will require
      less than three months to complete.





How
      We
      Will Deliver The Opticon Network Manager Software





We
      plan
      to deliver the Opticon Network Manager software to our licensees on compact
      disks that we will produce and manufacture.





7




Who
      Uses
      Our Technology





Every
      business with a fiber optic cable network is a potential customer for the
      Opticon Network Manager software. These companies deliver voice, data and video
      to customers. These companies include




-
      Telephone companies who install and maintain their own network; and


-
      Cable
      television system operators.





Both
      of
      these industries are vying to provide high speed Internet connectivity to their
      customers. In addition, the telephone companies are providing television and
      the
      cable operators are providing voice (telephone) service in an expanding number
      of markets. Both industries have installed and are continuing to install fiber
      optic cable and require a software system to maintain and repair the cable.
      Many
      companies have a combination of copper wire cable and fiber optic cable, which
      we plan to be addressed by the OptiCon R4 system.





Potential
      Customers and Marketing





We
      view
      the principal customers for the Opticon Network Manager software to
      be:




-
      Independent operating companies (IOC),


-
      Independent local exchange carriers (ILEC),


-
      Regional Bell operating companies (RBOC).


-
      MSOs
      who are not licensees of Corning Cable represent additional customers for the
      Opticon Network Manager software from.




We
      believe the IOCs, ILECs, RBOCs and the MSOs who are not Corning Cable's
      licensees represent a far greater market and greater potential customer base
      for
      the Opticon Network Manager in the United States alone that the customer base
      of
      which we may be viewed as being deprived by Corning Cable's existing licenses.
      As noted above, even Corning Cable's licensees represent a market opportunity
      for maintenance and support services, as well as upgrade to the R4 version,
      if
      and when it is ready for commercial licensing.





We
      plan
      to target seven regional consulting firms who dominate the IOC marketplace
      to
      become resellers of the Opticon Network Manager software.





Our
      marketing strategy has three basic phases.





The
      first
      phase will be contacting all of Corning Cable's licensees of the OptiCon R3
      software - potentially sixty different companies with about 150 potential,
      existing installations. We believe many of these companies may continue to
      use
      the R3 software as their network management system, but without the ability
      to
      maintain it themselves. We plan to contact these companies to see if they would
      be interested in upgrades, re-installations, service, maintenance and technical
      support.





The
      second phase will be marketing to the small telephone and cable television
      companies who have installed fiber optic cable systems but are not licensees
      of
      Corning Cable, both domestically and internationality.





The
      third
      phase will be marketing to the large telephone and cable television companies
      who are not using the Opticon Network Manager software, both domestically and
      internationality.





We
      believe that we will not be driving the timeline for the purchase and
      implementation of a core network management system like the Opticon Network
      Manager software. We believe the time line will be dictated by the executive
      management of the operators who we understand have mandated that a solution
      to
      network management will be accomplished by mid 2008. Operational management
      must
      provide the solutions to implement that directive from executive management.
      As
      a result of this mandate for a solution to network management, we believe the
      decision to utilize the Opticon Network Manager software will be put on a fast
      track at many firms, at the point we are able to market and support the R3
      version. The challenge we expect to face is to ramp up our capacity to market
      to
      and service the needs of these potential customers, some of whom are huge
      telephone companies and cable system operators.





The
      network management system is the key management tool in any optic fiber-based
      network. We believe the following criteria will be important in the review
      of
      our products:




-
      The
      degree to which any solution meets the user's needs.


-
      The
      ability of the user to modify any solution to meet internal needs.




8




-
      The
      ability of any solution to communicate with the user's existing
      systems.


-
      The
      ability of the vendor to technically support the solution.


-
      The
      ability of the vendor to provide services that will be needed to implement
      the
      solution.





We
      believe we can satisfy the first three of these criteria. Although we do not
      currently have the resources to compete with Lucent and others, we believe
      we
      have some advantages in that (a) our consulting team (who are expected to join
      management on a full time basis in the event we obtain funding) has over eight
      years of experience in this specific field where the RBOC’s have little, if any
      experience and (b) the Opticon Network Manager software has already been
      installed on over 150 fiber optic systems that were and many may still be
      operational and provide a resource to show actual performance as opposed to
      projected performance.





Another
      of the challenges that we expect to face is the creation of a credible and
      mature services organization that will involve personnel who already have
      credibility in the RBOC community. We believe we have the ability to identify
      and recruit experienced professionals. These personnel will provide the basis
      for the Build, Operate and Transfer Model we will be proposing to the RBOC’s.
      The Build, Operate and Transfer Model is common in the service provider
      marketplace. Our service model can be fixed-price based or time-and-materials
      based and is preferred when deploying new technologies or entering new markets.





In
      the
      build phase of the model - we will secure all of the hardware and software
      to meet the needs of the project:





1.
            
            We
                will install the hardware in the facilities designated in the statement
                of
                work.2.
            
            We
                will manage the process of building the data needed for the
                project.3.
            
            We
                will create and manage the process of collecting and validating the
                data.





Then,
      we
      will manage the operations:





1.
            We
                will create the organizational structure and appropriate job definitions
                for the operations center (this includes all management
                structure).2.
            We
                will assist in the selection of staff from internal or external
                sources.3.
            We
                will train all staff on the solution.4.
            We
                will help establish the performance metrics and best business practices
                for the center.5.
            We
                will manage the operational process until the customer is satisfied
                that
                the center is fully operational.





Once
      the
      network management center is operating to the customer's satisfaction, we will
      transfer the operation to the customer.





Other
      organizations that we expect to compete with may already have the professional
      services organization, but we believe they do not have the solution or the
      operational knowledge.





Our
      Business Strategy





To
      our
      knowledge, the Opticon Network Manager software provides the only available
      network management system that solves fiber optic system service and
      provisioning issues at a cost comparable to a copper wire cable system. We
      believe that network management systems are "core" systems. In general, a core
      system is acquired from a single vendor and is deployed network-wide by a
      service provider.





In
      addition, the decision of the Federal Communications Commission in March 2004
      declaring the "last mile in fiber" (that is the cable from street to the user's
      home or premises) will to be a "private asset". What this means is that this
      "last mile" is not required to be shared on a discount basis with competing
      service providers.





As
      a
      result of these factors, core system and "last mile" decisions, we believe
      a
      strong demand for the Opticon Network Manager software exists and will grow
      in
      the short term. We believe our business strategy of concentrating on the fault
      isolation, detection and correction and the capacity planning element of being
      able to inventory and manage the dark fiber, as well as the active and inactive
      fiber, addresses the existing need and a growing demand. Based on our estimated
      comparisons of maintaining fiber optic network systems with and without the
      OptiCon Network Manager and information about the costs of maintaining copper
      wire cable systems, we believe the OptiCon Network Manager software can reduce
      maintenance costs by as much as four fold bringing it in line with the
      maintenance cost of copper wire cable systems.




9




We
      have a
      single focus on development and sales of and service and support for the Opticon
      Network Manager software. We understand that Corning Cable, in contrast, spread
      responsibilities for the Opticon Network Manager software over a number of
      departments in a loosely organized structure with externally imposed and
      arbitrary operational constraints. We understand Corning Cable restricted the
      selling of the Opticon Network Management software to MSOs, while ignoring
      the
      rest of the potential user categories.





In
      April
      2006, we appointed Marketing Solutions International, Inc. as our non-exclusive
      agent to sell our Opticon Network Manager software to customers in Europe and
      the Arabian peninsula on a best efforts basis. The appointment is for one year,
      and automatically renews for an additional six months, unless terminated by
      either party in writing thirty days prior to the expiration of the initial
      term.
      MSI will receive a commission of ten percent of amounts collected for sales
      it
      facilitates. We do not intend to restrict MSI to the territories identified
      in
      the agreement, but to permit it to market worldwide. At the date of this amended
      registration statement, MSI has informed us that they intend to market the
      Opticon Network Manager software in India, Pakistan, England, Norway, Germany,
      Cameroon and Gabon. No sales have been made under the agreement. Information
      about MSI can be found on the Internet at
      www.marketingsolutionsintl.com.





In
      September 2006, we entered into a one-year Joint Distribution Agreement with
      Anritsu Corporation of Japan. Under this agreement we grant to Anritsu and
      Anritsu grants to us the non-exclusive right to sell to our respective end-user
      customers a remote fiber test system that is comprised in part or in whole
      of
      Anritsu’s remote test units (RTU). Our agreement with Anritsu terminates next
      month and will not be renewed. No sales have been made under the
      agreement.





Our
      Intellectual Property and Its Protection





Our
      intellectual property consists of all of Corning Cable's intellectual property
      related to the Opticon Network Manager software. Our rights by purchase in
      our
      intellectual property are equivalent to that of any developer or creator of
      intellectual property. We have exclusive ownership of the Opticon Network
      Manager software, with the exclusive right to license it to others. See,
“Licensing of the Opticon Network Manger Software by Corning Cable” and “What We
      Purchased From Corning Cable”. Corning Cable's existing licenses to use the
      Opticon Network Manager software do not have any impact on our right and title
      to Opticon Network Manager software. Those licenses are analogous to selling
      copies of a book, which have no impact on the ownership of the copyright or
      intellectual property that is embodied in the book and the right to sell
      additional copies of the book.





We
      regard
      our Opticon software and its documentation as proprietary and the source code
      for the software as a trade secret. We intend to implement confidentiality
      procedures, contractual arrangements, physical security systems and other
      measures to protect our proprietary and trade secret information when be begin
      to hire employees.  As
      part
      of our confidentiality procedures, we plan generally enter into non-disclosure
      agreements with our employees, and our license agreement will include provisions
      for protection of our proprietary information. We also plan to educate our
      employees on trade secret protection and employ measures to protect our
      facilities and equipment. We
      plan
      to license the Opticon software under signed license agreements that impose
      restrictions on the licensee’s ability to utilize the software and do not permit
      the re-sale, sublicense or other transfer of the software.





We
      acquired the name Opticon and the design associated with it from FutureTech.
      The
      trademark was acquired by FutureTech from Corning Cable. The trademark is not
      registered. At the present time, two other companies have trademark
      registrations for "Opticon", one for bar code scanners and another for
      educational seminars in computer software. There is no assurance one of these
      companies, or others may not claim that our corporate and product name infringe
      their registered trademarks. We do not believe the success of our business
      is
      dependent upon our company name or trademark.





We
      do not
      have any issued patents and pending patent applications covering the Opticon
      R3
      Network Manager Software. We may file applications for one or more patents,
      in
      the event we determine that features of the Opticon R4 system may be
      patentable.


10


Our
      Opticon software is protected under U.S. and international copyright laws and
      laws related to the protection of intellectual property and proprietary
      information. Neither we, nor to our knowledge Corning Cable, has filed a U.S.
      copyright registration. We may file a registration for the Optiocn R4 system
      when it is complete. We take measures to label our product with the appropriate
      proprietary rights notices, and we plan to actively enforce such rights in
      the
      U.S. and abroad. We believe that our ability to maintain and protect our
      intellectual property rights is important to the success of our business. Our
      intellectual property is at this time our only asset that will enable us to
      engage in our planned business. The measures for its protection described in
      this section may not provide sufficient protection, and our intellectual
      property rights may be challenged. Efforts to enforce our intellectual property
      rights in litigation, or defend suits brought against us for copyright
      infringement, which we do not have reason to expect, would be expensive and
      consume substantial amounts of our management’s time. Our ability to pursue
      remedies against persons who we believe may be infringing our intellectual
      property rights will depend on our financial condition from time to
      time.





Competition




Our
      competitions' OSS systems cannot provide, at the present time, most of the
      features and functionality of the Opticon Network Manager software.




The
      Opticon Network Manager software starts at a vastly different level of
      granularity compared to competing OSS suites. OSS suites are element managers,
      managing logical, not physical, network configurations. They manage the hardware
      (primarily, switches and routers) on the network and identify circuits by the
      hardware ports to which the fiber is hook up. We manage the physical network
      at
      the fiber strand level in the fiber optic cable. This is the reason we
      can inventory to the fiber strand level whether the strand is hooked up to
      a
      port or not. This is the reason why we can apply metrics to the cable and our
      competitors' OSS Systems cannot do so at the present time. OSS suites are
      dealing with a logical representation of the network based on the equipment
      on
      the network. We are dealing with the physical characteristics of the network.





We
      compete against a number of companies who provide OSS/network management
      solutions. Those companies presently provide only a small part of the solution
      that must be integrated by the user into a total solution, or the competitor's
      solution was built for a copper network and doesn’t have the capabilities to
      provide effective management of a fiber optic system.





Telcordia
      is our only competitor in the core RBOC marketplace. Telcordia supports the
      wireline (copper) system as it exists today in the ILEC/RBOC marketplace. It
      does not support a fiber optic system. It is IBM Mainframe based, written in
      COBOL, has a very difficult time interfacing with the present legacy systems
      and
      is extremely structured and procedural. We believe Telcordia would have to
      design and write any support program for fiber optic cable systems from scratch.
      What is now known as Telcordia was actually the software development arm of
      AT&T prior to the breakup of the Bell System. They were chartered to build
      the network management systems for the core network. We believe that Telcordia
      by culture and by the nature of their technological pool of talent is not
      positioned to create an operational fiber optic management system in the
      three-year time frame required by the RBOCs.





We
      provide the only solution that we are aware of that can provide support across
      the fiber optic life cycle and has the scalability to meet the operational
      needs
      of the RBOC community. Once a fiber optic cable system operator selects a
      solution for their core network we believe it will be unlikely the will revisit
      the solution selection unless it fails. Once we make a sale, we expect recurring
      revenues from annual licensing fees and sales of maintenance and technical
      support.





We
      believe that none of our competitors can match our reliability and economic
      viability in a fiber optic environment. They all believe that a two dimensional
      (GIS) or logical (OSS) solution can provide the appropriate support level.
      We
      believe they are mistaken, as their products were developed for the MSO that
      has
      not had to deal with the QoS issues associated with providing telephone service.
      Based on the length of time we understand that it took Corning Cable to develop
      the R4 system to the seventy-fiver percent completion point, we believe that
      it
      will take any potential competitor starting from scratch thirty to thirty-six
      months to field a system to compete with the OptiCon system. We believe the
      market requires delivery of this solution in less than thirty-six
      months.


11


Our
      Employees




At
      the
      date of this amended registration statement, we have no full-time and two
      part-time executive employees. Also, Jeffrey A. Hoke and Jacques Laurin, both
      current or former Corning Cable employees, are providing consulting services
      and
      are expected to join us on a full-time basis when we have funding at a minimum
      level of $1,000,000.. Also, if we are successful in obtaining this minimum
      funding amount and licensing the Opticon Network Manager software to at least
      ten customers, of which there is no assurance in either case, we expect to
      have
      a need to employ a total of forty-four personnel in the following
      positions:





Individual
                Employees
            
            Departments
                and FunctionsPresident
                and Chief Executive Officer
            
            Human
                Resources Department (2)Chief
                Financial Officer
            
            Accounting
                Department (2)Chief
                Technical Officer
            
            Sales
                Department (5)Senior
                Vice President of Sales
            
            Development
                Programmers (6)Senior
                Vice President for Professional Services
            
            Training
                (3)Vice
                President of Development
            
            Professional
                Services (7)Director
                of Systems Engineering
            
            System
                Engineers (5)Chief
                Technical Officer
            
            Administration
                (4)Information
                Technology




The
      numbers in parenthesis following certain positions indicate the number of
      personnel in the respective position.





RISK
      FACTORS





An
      investment in our common stock involves a high degree of risk. Therefore, if
      you
      are considering buying our common stock, you should consider all of the risk
      factors discussed below, as well as the other information contained in this
      registration statement. You should not invest in our common stock unless you
      can
      afford to lose your entire investment and you are not dependent on the funds
      you
      are investing in order to pay your monthly expenses.





FORWARD
      LOOKING STATEMENTS




This
      annual report contains forward-looking statements which involve risks and
      uncertainties. Those statements appear in a number of places and include
      statements regarding our intent, plans for future activities, belief and current
      expectations and those of our directors and management with respect to, among
      other things: (i) implementation of our business model; development and
      marketing of our products and services and (ii) prospects for revenues and
      profitability. The use of words, such as plan, intent, belief, expectation,
      anticipation and other similar words and the use of the future tense all
      indicate forward-looking statements. Forward-looking statements also relate
      to
      any event which is to occur in the future. Prospective purchasers of our common
      stock are cautioned that any such forward-looking statements are not guarantees
      of future performance and involve risks and uncertainties, and that actual
      results may differ materially from those suggested by or projected in the
      forward-looking statements as a result of various factors, many of which are
      beyond our control.





WITHOUT
      MINIMUM FUNDING OF $5 MILLION AND ADDITIONAL FUNDING OF UP TO $20 MILLION,
      WE
      MAY NOT BE ABLE TO ESTABLISH, MAINTAIN AND GROW OUR BUSINESS.




At
      the
      date of this annual report, we do not have the funding we require to maintain
      our business. Failure to raise additional debt or equity funding would prevent
      us from completing development of the Opticon R4 system and possibly cease
      operations. There is no assurance that we will be able to obtain sufficient
      debt
      or equity funding, or that the terms of available funding will be acceptable
      to
      us.





WE
      HAVE
      NOT BEGUN TO MARKET THE OPTICON SYSTEM, HAVE NOT MADE ANY SALES OR EARNED ANY
      REVENUES AND HAVE NO CUSTOMERS, AND OUR NEXT-GENERATION SOFTWARE IS NOT
      COMPLETE




We
      have
      not begun any marketing, have not made any sales and have no customers. There
      is
      no assurance we will be able to sell licenses to our Opticon Network Manager
      software and sell related service contracts. If we are not able to do so, we
      will be unable to remain in business. Our next-generation Opticon R4 software
      is
      approximately seventy-five percent complete and cannot be marketed in its
      current state of development.


12


WE
      DO NOT
      HAVE ANY PERSONNEL WITH PRIOR EXPERIENCE IN OUR BUSINESS, WHICH MAY HINDER
      OUR
      SUCCESS




At
      the
      date of this amended registration statement, we do no have any employees who
      have prior experience with our business. Accordingly, we may be unable to
      achieve success in our business.





"PENNY
      STOCK" RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT




Trading
      in our securities is expected to be subject, at least initially, to the "penny
      stock" rules. The SEC has adopted regulations that generally define a penny
      stock to be any equity security that has a market price of less than $5.00
      per
      share, subject to certain exceptions, none of which apply to our common stock.
      These rules require that a broker-dealer who recommends our common stock to
      persons other than its existing customers and accredited investors, must, prior
      to the sale:


-
      Make a
      suitability determination prior to selling a penny stock to the purchaser;


-
      Receive
      the purchaser's written consent to the transaction;


-
      Provide
      certain written disclosures to the purchaser;


-
      Deliver
      a disclosure schedule explaining the penny stock market and the risks associated
      with trading in the penny stock market;


-
      Disclose commissions payable to both the broker-dealer and the registered
      representative; and


-
      Disclose current quotations for the common stock.




The
      additional burdens imposed upon broker-dealers by these requirements may
      discourage broker-dealers from effecting transactions in our common stock,
      which
      could severely limit the market price and liquidity of our common stock. These
      requirements may restrict the ability of broker-dealers to sell our common
      stock
      and may affect your ability to resell our common stock.





THE
      PRICE
      OF OUR COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY AND YOU MAY FIND IT DIFFICULT
      TO
      SELL YOUR SHARES AT OR ABOVE THE PRICE YOU PAID FOR THEM




We
      do not
      know the extent to which the market for our shares of common stock may be
      volatile. Therefore, your ability to resell your shares may be limited. Actions
      or announcements by our competitors and economic conditions, as well as
      period-to-period fluctuations in our financial results and other factors, may
      have significant effects on the price of our common stock and prevent you from
      selling your shares at or above the price you paid for them.





**ITEM
      2.  DESCRIPTION OF PROPERTY**





Our
      executive office and computer center is now located in an "office suite" under
      an annual lease, beginning August 1, 2007, at a monthly rent of $625. Our lease
      provides us with one office of approximately500 square feet and reception
      services, as well as, access as needed to a conference room and office support
      services.





We
      have
      identified a facility with a total of 75,000 square feet available in increments
      of 12,500 square feet at a current rate of $20 per square foot. In conjunction
      with a three-year lease, the landlord will transfer title of all furnishings
      now
      in the premises (it is fully furnished) to us. This 12,500 square feet of space
      should meet our needs for the first year and the building owners have advised
      us
      that they are willing to give us a right of first refusal on an additional
      50,000 square feet. We have not entered into a lease for this facility and
      have
      no assurance it will be available to us when we are prepared to lease office
      space. Our leasing of this or any other location for our offices will depend
      upon funding. See "Management's Discussion and Analysis" for a discussion of
      our
      funding needs.





**ITEM
      3.  LEGAL PROCEEDINGS**





We
      are
      not engaged in any legal proceedings at the date of this registration statement
      and are not aware of any claims, demands or threats of litigation.





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





We
      did
      not submit any matters for vote on or approval by its stockholders during the
      last quarter of our fiscal year ended June 30, 2007.


13


**PART
      II**





**ITEM
      5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





There
      is
      no public market for our common stock at the date of this annual report.
      Hathaway has declared a dividend in kind to its stockholders of record on
      February 19, 2007, consisting of all 33,544,858 shares of our common stock
      which
      it now owns. Hathaway's stockholders will receive one share of our common stock
      for each 2 shares of Hathaway's common stock they owned on the record date.
      Fractional shares, if any, will be rounded to the next whole share. The
      distribution is expected to occur soon after the filing of this annual report.
      We have been advised by the NASD (now, FINRA) that purchasers of Hathaway shares
      in the public market after the record date and the ex-dividend date (the "due
      bill" period) will receive the dividend in our shares based on the Hathaway
      shares they own on the ex-dividend date. The NASD will set the ex-dividend
      date
      at the time we advise it that all the elements in the next paragraph have been
      satisfied.





We
      have
      reviewed Staff Legal Bulletin No. 4, issued by the Division of Corporation
      Finance of the SEC. According to the bulletin, stock distributed as a dividend
      (a "spin-off") must satisfy all of the following five elements if it is not
      registered under the Securities Act of 1933 and does not carry a restrictive
      legend:


-
      The
      parent (Hathaway) shareholders do not provide consideration for the spun-off
      shares.


-
      The
      spin-off (dividend) must be pro rata.


-
      The
      parent must provide adequate information to its shareholders and the trading
      markets.


-
      There
      must be a valid business purpose for spin-off


-
      If the
      parent spins-off "restricted securities," the parent must have held those
      securities for at least two years.





We
      believe that the circumstances surrounding the distribution of our common stock
      as a dividend satisfies each of the above elements, including business purpose
      which is to establish us as a corporation separate from Hathaway for the purpose
      of obtaining funding for our operations. Accordingly, we believe our common
      stock after the distribution will not be "restricted" stock within the meaning
      of Rule 144 under the Securities Act of 1933, provided that the shares received
      by Mr. Talari and FutureTech will be restricted stock (as required by the Staff
      Legal Bulletin No. 4) and the certificates therefore will have a restrictive
      legend. Mr. Talari and FutureTech will be required to hold our stock for at
      least one year before any of it can be sold into the public market in compliance
      with the requirements of Rule 144, unless it is registered under the Securities
      Act of 1933.





We
      do not
      have a trading symbol on the date of this amended registration statement. The
      issue of a trading symbol is in the discretion of the National Association
      of
      Securities Dealers, Inc., which we believe it will not favorably expercise
      until
      the Commission's staff has no further comments on our registration statement
      of
      which this is the second amendment. We have engaged Spartan Securities Group,
      Inc., a securities broker-dealer, to apply on our behalf for a trading
      symbol.





FEDERAL
      INCOME TAX TREATMENT OF THE DIVIDEND DISTRIBUTION





Hathaway
      does not have any current or retained earnings for federal income tax purposes.
      Therefore the Hathaway stockholders who receive our stock as a dividend will
      not
      incur any taxable income. However, the value of our stock for tax purposes
      (which we have not determined) may reduce the basis any stockholder has in
      his
      or her Hathaway stock. We are not obtaining an opinion of tax counsel covering
      the tax treatment described above.





Our
      Stockholders





At
      the
      date of this annual report, we have only one stockholder - Hathaway. Following
      the anticipated distribution of our common stock by Hathaway as a dividend
      to
      its stockholders, our common stock will be owned of record and beneficially
      by
      approximately 400 individual holders.


14


Dividends





We
      have
      never paid a cash dividend or a stock dividend. We intend to keep future
      earnings, if any, to finance the expansion of our business and do not anticipate
      that any cash dividends will be paid in the foreseeable future. Our future
      payment of dividends will depend on our earnings, capital requirements,
      expansion plans, financial condition and other relevant factors. Our board
      of
      directors has the sole authority to declare dividends.





Transfer
      Agent





We
      have
      engaged Island Stock Transfer, Inc. to serve as our stock registrar and transfer
      agent. Island's address is Suite 104N, 100 Second Avenue South, St. Petersburg,
      Florida 33701.





**Recent
      Sales of Unregistered Securities**





The
      following tables set forth information about our unregistered sales of
      securities during the fiscal year ended June 30, 2007.


Date
              
              Title
                  of Security
              
              Amount
              
              Purchaser
              
              Price
              
              Exemption2007
              
              Common
                  stock
              
              1,982,358
              
              Hathaway
                  Corporation (1)
              
              "dividend"
              
              Section
                  4(2)2007
              
              Common
                  stock
              
              350,000
              
              J.
                  Marshall Batton (2)
              
              Settlement
              
              Section
                  4(2)2007
              
              Common
                  stock
              
              350,000
              
              Douglass
                  W. Wright (2)
              
              Settlement
              
              Section
                  4(2)




(1)
      Dividend distributed to maintain the ratio of one share of our stock for each
      two shares of Hathaway's stock in the dividend distribution to be made by
      Hathaway to its stockholders.


(2)
      Issued in settlement of deferred compensation and in cancellation of right
      to
      maintain a four percent ownership level at any time our issued and outstanding
      common stock exceeded 100 million shares.





We
      have
      agreed to issue Jackson L. Morris, our securities counsel, 50,000 shares of
      our
      common stock in partial payment of his legal fees pursuant to a registration
      statement on Form S-8, to be filed.





We
      did
      not pay and no one acting on its behalf or to our knowledge paid any commissions
      or other compensation with respect to the sale of any of the shares listed
      in
      the tables above. Messrs. Batton and Wright agreed to accept our common stock
      in
      settlement of a provision of their employment agreements that continued after
      termination of the agreements on July 31, 2007. Both individuals were thoroughly
      familiar with our proposed business in their positions as directors and
      executive officers. Mr. Morris agreed to accept our common stock in partial
      payment after he became thoroughly familiar with our proposed business in the
      course of rendering services to us as our securities counsel. None of these
      transactions involved a public offering. A legend was placed on each certificate
      that has been issued, prohibiting public resale of the shares, except subject
      to
      an effective registration statement under the Securities Act of 1933, as amended
      (the "Act") or in compliance with Rule 144. We claim exemption from the
      registration requirement of the Act by reason of Section 4(2) of the Act and
      the
      rules and regulations there under, on grounds that none of the sales listed
      above involve a public offering within the meaning of the Act. Furthermore,
      although the value of the shares we have issued and agreed to issue is
      uncertain, we believe we may also rely on Rule 504 under Regulation D as an
      exemption from registration.





**ITEM
      6.  MANAGEMENT’S DISCUSSION AND ANALYSIS**





Significant
      accounting policies and estimates.





Our
      significant accounting policies are more fully described in Note 1 to the
      financial statements. However, certain accounting policies are particularly
      important to the portrayal of our financial position and results of operations
      and require the application of significant judgment by our management; as a
      result they are subject to an inherent degree of uncertainty. In applying these
      policies, our management uses their judgment to determine the appropriate
      assumptions to be used in the determination of certain estimates. Those
      estimates are based on knowledge of our industry, historical operations, terms
      of existing contracts, our observance of trends in the industry, information
      provided by our customers and information available from other outside sources,
      as appropriate.


15


Our
      significant accounting policies include:





*Long-Lived
      Assets* - We
      depreciate property and equipment and amortize intangible assets, including
      software development costs over the respective assets’ estimated useful life and
      periodically review the remaining useful lives of our assets to ascertain that
      our estimate is still valid. If we determine a useful life has materially
      changed, we either change the useful life or write the asset down or if we
      determine the asset has exhausted its useful life, we write the asset off
      completely.





*Capitalized
      Software Development Costs* - We
      capitalize software development costs incurred subsequent to the establishment
      of technological feasibility and amortize them over the estimated lives of
      the
      related products. We discontinue capitalization of software when the software
      product is available to be sold, leased, or otherwise marketed. Amortization
      of
      software costs begins when the developed product is available for release to
      customers. We anticipate amortizing software development costs over the
      estimated economic life of the product.





*Stock
      Based Compensation* - We
      record stock base compensation under Statement of Financial Accounting Standards
      No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation", which provides
      for the use of a fair value based method of accounting for stock-based
      compensation. However, we record the compensation cost for stock options granted
      to employees using the intrinsic value method of accounting as prescribed by
      Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock
      Issued to Employees", which only requires charges to compensation expense for
      the excess, if any, of the fair value of the underlying stock at the date a
      stock option is granted over the amount the employee must pay to acquire the
      stock. We have elected to account for employee stock options using the intrinsic
      value method under APB 25, however, under SFAS 123 we are required to provide
      pro forma disclosures of net loss as if a fair value based method of accounting
      had been applied.





PLAN
      OF
      OPERATIONS





As
      more
      fully described in “LIQUIDITY AND CAPITAL RESOURCES”, we had $3,579 in cash at
      June 30, 2007, and $145,357 remaining on the line of credit from Mr. Talari
      with
      which to satisfy our future cash requirements. Our management believes our
      cash
      and credit line will support only limited activities for the next twelve months.
      We are attempting to secure other sources of financing to develop our business
      plan, and to implement our sales and marketing plan. We believe full
      implementation of our plan of operations and completion of development of the
      R4
      system will cost approximately $5 million. We have no assurance we will be
      able
      to obtain additional funding to sustain even limited operations beyond twelve
      months based on the available cash and balance of our line of credit with Mr.
      Talari. If we do not obtain additional funding, we may need to cease operations
      until we do so and, in that event, may consider a sale of our technology. Our
      plan of operations set forth below depends entirely upon obtaining additional
      funding.





We
      do not
      have any ongoing discussions, arrangements, understandings, commitments or
      agreements for additional funding. We will consider equity funding, either
      or
      both of a private sale or a registered public offering of our common stock;
      however, it seems unlikely that we can obtain an underwriter. We will consider
      a
      joint venture in which the joint venture partner provides funding to the
      enterprise. We will consider debt financing, both unsecured and secured by
      a
      pledge of our technology. As noted above, we may be forced to cease operations
      without additional funding, after our limited cash and line of credit with
      Mr.
      Talari are exhausted.





Our
      Marketing Plan





The
      first
      phase in our plan of operations, subject to adequate funding, will be
      implementation of our sales and marketing plan. We plan to initially contact
      those companies to which Corning Cable licensed the Opticon Network Manager
      software to offer maintenance and professional services with respect to the
      R3
      software they continue to utilize. Since Corning Cable stopped supporting the
      R3
      software, these companies have been without a means to maintain and support
      the
      software. We would able to provide them with seamless integration with other
      programs or newer version of programs being used, and provide them with full
      maintenance and support.





We
      also
      plan to begin marketing to the MSO (cable companies) market. In
      parallel with this activity we plan to contact the seven consulting firms
      servicing the ISO market. These firms act as a technical staff for this market,
      as it is too costly for the individual ISOs to keep a full time technical staff.
      The consulting firms also provide strategic technical analysis for this
      market segment as the ISOs do not have the resources or staff to provide
      this function on their own.


16


Product
      Research and Development





Our
      OptiCon R4 software system is still under development and not ready for
      commercial licensing; we estimate it is seventy-five percent complete. We have
      budgeted $2.2 million to complete the development of the R4 system. We do not
      have financial or other resources to undertake this development. Without
      additional funding sufficient to cover this budgeted amount, we will not have
      the resources to conduct this development.




We
      anticipate that as funding is received, of which there is no assurance, we
      will
      begin hiring the appropriate technical staff who will be able to handle support
      requirements for this market segment. We anticipate a need for up to forty-four
      employees by the end of the first year of full operation after funding. The
      number of employees we hire during the next twelve months will depend upon
      the
      level of funding and sales achieved.





Funding





To
      support our activities and provide the initial sales and support for entry
      into
      the large service provider and cable company marketplace, as noted above, we
      will require an initial investment of approximately $5 million. We expect this
      level of funding to carry us into the MSO and ISO marketplaces and provide
      the
      capital necessary to complete the development of OptiCon R4 system, our next
      generation product which is not now ready for commercial licensing. The
      following table depicts the areas of development, assuming attainment of
      different level of funding.





Level
                of Funding
              $1,000,000
            
            Level
                of Funding
              $2,500,000
            
            Level
                of Funding
              $5,000,000Securing
                adequate facilities (approximately 12,500 square feet of
                space)
            
            N/A
            
            Securing
                an additional 12,500 to 25,000 square feet facilityHiring
                approximately 12 product support, marketing, and administrative
                staff
            
            Hiring
                an additional 12 product support and marketing staff, 3 product
                development staff, and additional administrative staff.
            
            Hiring
                additional 12 product support, marketing and administrative support
                staff.Acquiring
                furniture and fixtures for the facilities and staff, acquire computer
                systems
            
            Acquire
                additional furniture and equipment for staff, and acquire additional
                computers and upgrade present system.
            
            Upgrade
                computer systems to accommodate handling large MSO and ISO
                companiesHiring
                of product support and development department heads.
            
            N/A
            
            N/AN/A
            
            Commence
                the development of OptiCon R4 software system.
            
            Complete
                the development of the OptiCon R4
                system.





Our
      previous efforts to secure funding have been unsuccessful.


17


On
      October 8, 2004, we engaged Abacus Capital, LLC to be our non-exclusive agent,
      on a best efforts basis, to obtain equity or other funding acceptable to us
      and
      to identify acquisition targets, joint venturers and strategic partners.
 We have given verbal notice of cancellation for non-performance, but do
      not have a current address for Abacus to which to send a written notice. We
      agreed to pay Abacus a monthly retainer of $10,000 beginning with the first
      funding, which has never occurred, and a success fee ranging between two and
      ten
      percent (less retainer paid), depending upon the amount of the funding, plus
      common stock purchase warrants exercisable for two years in an amount equal
      to
      two percent of the cash fees based on the selling price of the common shares
      on
      the public market as of the day of closing of any transaction. We also agreed
      to
      issue Abacus non-restricted common shares equal to twenty percent of our issued
      and outstanding common stock upon acceptance of a minimum of $500,000 in
      aggregate consideration or upon acceptance of an agreement to merge with a
      target introduced to us by Abacus. Abacus has not performed any services which
      entitle it to compensation under the agreement or provided us with any
      funding.





We
      engaged Bentley Securities Corporation beginning November 11, 2005 as our
      exclusive financial advisor and placement agent on a best efforts basis to
      arrange equity funding or other financing or commitments for financing as we
      deem appropriate. We terminated the agreement for non-performance on
      September 30, 2006. During the year the agreement was in force, we paid
      Bentley's principals a non-refundable retainer aggregating 54,678 common stock
      purchase warrants exercisable at $1.10 per share (which were recorded as
      compensation in the aggregate amount of $34,499) and were obligated to pay
      Bentley a success fee in cash equal to 6.5 percent of any total gross financing
      it arranged. As of June 30, 2006, the Company issued 10,839 warrants to the
      principals of Bentley, and recorded compensation for services in the amount
      of
      $17,999. We also agreed to indemnify and hold harmless Bentley from losses,
      claims, damages, expenses, actions, proceedings or investigations, or threats
      thereof based upon, relating to or arising out the agreement, unless such
      losses, etc., were the result of Bentley's willful misconduct, bad faith or
      gross negligence.





LIQUIDITY
      AND CAPITAL RESOURCES





For
      the
      years ended June 30, 2007 and 2006, we incurred a net loss of $724,534 and
      $656,885 respectively. Of this loss, $643,053 and $646,358, consisting of
      depreciation ($2,222 and $1,853) and deferred compensation to our officers
      ($565,500 and $638,500), as well as expensing of consulting expenses ($16,499
      and $17,999) resulting from the issuance of our warrants, (and net of $25,780
      and $92,332 allocated to software development costs) did not require the use
      of
      cash. Increases in prepaid and other expenses, offset by increases in
      accounts payable, payroll, salary, and other accruals brought the total cash
      used in operations to $81,481 and $10,527 respectively.





For
      the
      period from October 22, 2004 (date of inception) through June 30, 2007, we
      incurred an aggregate loss of $1,402,416. Of this loss, $1,405,408, consisting
      of depreciation ($4,075), deferred compensation to our officers ($1,096,750),
      and issuance of common stock in exchange for services ($50,498) resulting from
      the issuance of our warrants, ( and net of $113,112 allocated to software
      development costs) did not represent the use of cash. These changes plus others
      brought the total cash used in operations to $97,008.





On
      September 6, 2005, we obtained a loan commitment from Mr. Talari, one of
      our director and controlling person in the aggregate amount of $350,000 under
      a
      master promissory note, due on demand, with interest at the rate of five percent
      per annum. We have been receiving advances on this note on an as needed basis
      and have drawn $204,643 as of June 30, 2007, and have effectively a line of
      credit outstanding of $145,357 available to us on an as needed basis.





As
      of
      June 30, 2007, we had $3,579 in cash with which to satisfy our cash requirements
      for the next twelve months, along with $145,357 remaining on the line of credit
      from Mr. Talari to pay normal operating expenses, while we attempt to secure
      other sources of financing to develop our business plan, and to start
      implementation of our marketing plan.





At
      June
      30, 2007, we had no contractual obligation or material commercial commitments
      for capital expenditures.




18




**ITEM
      7. FINANCIAL STATEMENTS**


REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  To
        the
        Board of Directors and
 Stockholders
        of OptiCon Systems, Inc.
  We
        have
        audited the accompanying balance sheets of OptiCon Systems, Inc. as of June
        30,
        2007, and the related statements of operations, stockholders' deficit and
        cash
        flows for the year then ended. These financial statements are the responsibility
        of the Company's management. Our responsibility is to express an opinion
        on
        these financial statements based on our audits.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States).Those standards require that we
        plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the company's internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
  In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of OptiCon Systems, Inc. as of
        June
        30, 2007, and the results of its operations and its cash flows for the year
        then
        ended in conformity with accounting principles generally accepted in the
        United
        States of America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 2 to the financial
        statements, the Company has suffered recurring losses from operations and
        has a
        net stockholders' deficit as of June 30, 2007. These factors raise substantial
        doubt about the Company's ability to continue as a going concern. Management's
        plans in regard to these matters are also described in Note 2. The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 
 
 /s/
        KBL,
        LLP
 
 Tampa,
        Florida
 October
        15, 2007
  19




OptiCon
        Systems, Inc.
 (A
        Development Stage Enterprise)
 Balance
        Sheets
 
 June
                  30,2007
              
              2006ASSETSCurrent
                  assetsCash
                  and cash equivalents
              
              $
              3,579
              
              $
              1,386Total
                  current assets
              
              
              3,579
              
              
              1,386Property
                  and equipment, net
              
              
              3,869
              
              
              5,096Intangible
                  assets, net
              
              
              213,112
              
              
              187,332Other
                  assets
              
              
              -
              
              
              1,356Total
                  assets
              
              $
              220,560
              
              $
              195,170LIABILITIES
                  AND STOCKHOLDERS’ DEFICITCurrent
                  liabilitiesAccounts
                  payable
              
              $
              27,404
              
              $
              2,680Accrued
                  expenses
              
              
              1,243,838
              
              
              623,826Loan
                  payable - related party
              
              
              196,197
              
              
              107,550Total
                  current liabilities
              
              
              1,467,439
              
              
              734,056Stockholders’
                  DeficitPreferred
                  stock, $.001 par value 50,000,000 shares authorized, none
                  issued
              
              
              -
              
              
              -Common
                  stock, $.001 par value, 250,000,000 shares authorized, 31,612,500
                  issued
                  and outstanding
              
              
              31,612
              
              
              31,612Additional
                  paid-in capital
              
              
              123,886
              
              
              107,387Deficit
                  accumulated during the development stage
              
              
              (1,402,377
              )
              
              (677,885
              )Total
                  stockholders’ deficit
              
              
              (1,246,879
              )
              
              (538,886
              )Total
                  liabilities and stockholders' deficit
              
              $
              220,560
              
              $
              195,170
 
 *The
        accompanying notes are an integral part of these financial
        statements.*
  20
 
 **OptiCon
        Systems, Inc.**
 (A
        Development Stage Enterprise)
 Statements
        of Operations
 
 Period October22, 2004For
                  theYear Ended
              
              (inception) toJune
                  30,
              
              June
                  30,2007
              
              2006
              
              2007(unaudited)Net
                  sales
              
              $
              -
              
              $
              -
              
              $
              -Cost
                  of goods sold
              
              
              -
              
              
              -
              
              
              -Gross
                  profit
              
              
              -
              
              
              -
              
              
              -Operating
                  expensesSalaries
                  and benefits
              
              
              642,000
              
              
              638,500
              
              
              1,280,500Taxes
                  and licenses
              
              
              15,072
              
              
              31,922
              
              
              46,994Consulting
                  services
              
              
              5,999
              
              
              43,499
              
              
              70,498Other
                  general and administrative
              
              
              13,243
              
              
              32,194
              
              
              45,437Allocable
                  software costs
              
              
              (22,779
              )
              
              (92,332
              )
              
              (115,111
              )Legal
                  and accounting
              
              
              62,863
              
              
              -
              
              
              62,863Operating
                  income (loss)
              
              
              716,398
              
              
              653,783
              
              
              1,391,181Non
                  operating income (expense)Interest
                  expense
              
              
              (8,094
              )
              
              (3,304
              )
              
              (11,398
              )Miscellaneous
                  income
              
              
              -
              
              
              202
              
              
              202(8,094
              )
              
              (3,102
              )
              
              (11,196
              )(Loss)
                  from operations before income taxes
              
              
              (724,492
              )
              
              (656,885
              )
              
              (1,402,377
              )Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -Net
                  income (loss)
              
              $
              (724,492
              )
              $
              (656,885
              )
              $
              (1,402,377
              )Net
                  (loss) per shareBasic
              
              $
              (0.023
              )
              $
              (0.022
              )
              $
              (0.058
              )Diluted
              
              $
              (0.023
              )
              $
              (0.022
              )
              $
              (0.058
              )Weighted
                  average common shares outstandingBasic
              
              
              31,612,500
              
              
              29,811,021
              
              
              24,101,964Diluted
              
              
              31,612,500
              
              
              29,811,021
              
              
              24,101,964
 
 *The
        accompanying notes are an integral part of these financial
        statements.*
  21
 
 OptiCon
        Systems, Inc.
 (A
        Development Stage Enterprise)
 Statements
        of Changes in Stockholders’ Deficit
 
 AccumulatedDeficit DuringtheCommon
              
              Additional
              
              DevelopmentShares
              
              Stock
              
              Paid-in Capital
              
              Stage
              
              Total**Balance
                  at October 22, 2004**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common shares in exchange for organization efforts
              
              
              4,817,143
              
              
              4,817
              
              
              11,183
              
              
              -
              
              
              16,000Issuance
                  of common shares in exchange for services
              
              
              1,505,357
              
              
              1,505
              
              
              3,495
              
              
              -
              
              
              5,000Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (21,000
              )
              
              (21,000
              )**Balance
                  at June 30, 2005**
              
              
              6,322,500
              
              
              6,322
              
              
              14,678
              
              
              (21,000
              )
              
              -Issuance
                  of common shares in exchange for Opticon software and other
                  assets
              
              
              25,290,000
              
              
              25,290
              
              
              74,710
              
              
              -
              
              
              100,000Issuance
                  of common stock purchase warrants in exchange for services
              
              
              -
              
              
              -
              
              
              17,999
              
              
              -
              
              
              17,999Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (656,885
              )
              
              (656,885
              )**Balance
                  at June 30, 2006**
              
              
              31,612,500
              
              
              31,612
              
              
              107,387
              
              
              (677,885
              )
              
              (538,886
              )Issuance
                  of common stock purchase warrants in exchange for services
              
              
              -
              
              
              -
              
              
              16,499
              
              
              -
              
              
              16,499Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (724,492
              )
              
              (724,492
              )**Balance
                  at June 30, 2007**
              
              
              31,612,500
              
              $
              31,612
              
              $
              123,886
              
              $
              (1,402,377
              )
              $
              (1,246,879
              )
 
 *The
        accompanying notes are an integral part of these financial
        statements.*
  22
 
 **OptiCon
        Systems, Inc.**
 (A
        Development Stage Enterprise)
 Statements
        of Cash Flows
 
 For the PeriodOctober 22, 2004For the Years Ended,
              
              (inception) toJune
                  30, 2007
              
              June
                  30, 2006
              
              June 30, 2007(Unaudited)**Cash
                  Flows From Operating Activities**Net
                  (Loss) from continuing operations
              
              $
              (724,492
              )
              $
              (656,885
              )
              $
              (1,402,377
              )Adjustments
                  to reconcile earnings from continuing operations to net cash provided
                  by
                  operating activities:Depreciation
                  and amortization
              
              
              2,222
              
              
              1,853
              
              
              4,075Issuance
                  of common stock in exchange for services
              
              
              16,499
              
              
              17,999
              
              
              50,498Change
                  in working capital components:Accounts
                  payable
              
              
              24,724
              
              
              -
              
              
              27,404Accrued
                  expenses
              
              
              620,012
              
              
              626,506
              
              
              1,243,838Income
                  taxes (net)
              
              
              -
              
              
              -
              
              
              -Net
                  cash (used) by operating activities
              
              
              (61,035
              )
              
              (10,527
              )
              
              (76,562
              )**Cash
                  Flows From Investing Activities**Purchase
                  of property and equipment
              
              
              (995
              )
              
              (1,949
              )
              
              (2,944
              )Capitalization
                  of software development costs
              
              
              (25,780
              )
              
              (92,332
              )
              
              (113,112
              )Decrease
                  in other assets
              
              
              1,356
              
              
              (1,356
              )
              
              -Net
                  cash (used) in investing activities
              
              
              (25,419
              )
              
              (95,637
              )
              
              (116,056
              )**Cash
                  Flows From Financing Activities**Loan
                  payable –
                  Related
                  party
              
              
              88,647
              
              
              107,550
              
              
              196,197Net
                  cash provided by investing activities
              
              
              88,647
              
              
              107,550
              
              
              196,197Net
                  increase (decrease) in cash and cash equivalents
              
              
              2,193
              
              
              1,386
              
              
              3,579**Cash
                  And Cash Equivalents**Beginning
                  of period
              
              
              1,386
              
              
              -
              
              
              -End
                  of the period
              
              $
              3,579
              
              $
              1,386
              
              $
              3,579SUPPLEMENTAL
                  DISCLOSURES ON INTEREST AND INCOME TAXES PAID:Interest
                  paid for the period
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes paid for the period
              
              $
              -
              
              $
              -
              
              $
              -SUPPLEMENTAL
                  SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:Issuance
                  of common stock for software and other assets
              
              $
              105,000
              
              $
              -
              
              $
              105,000
 
 *The
        accompanying notes are an integral part of these financial
        statements.*
  23


**OptiCon
      Systems, Inc.**


**(A
      Development Stage Enterprise)**


**Notes
      to Financial Statements**


**For
      the Years Ended June 30, 2007 and 2006 and the Period October 22,
      2004**


**(Date
      of Inception) through June 30, 2007 (Unaudited)**





1.
      Basis
      of Presentation, Business and Summary of Significant Accounting
      Policies





The
      nature of the business and a summary of the significant accounting policies
      in
      conformity with accounting principles generally accepted in the United States
      of
      America, and consistently applied in the preparation of the accompanying
      financial statements are as follows:





(a)
      History of the Company





OptiCon
      Systems, Inc. (“the Company”) was formed as a Nevada corporation on October 22,
      2004. On July 29, 2005, the stockholders of the Company entered into an
      agreement to exchange 100% of the outstanding common stock of the Company,
      for
      common and preferred stock of Hathaway Corporation, a publicly traded company,
      at which time, the Company became a wholly owned subsidiary of Hathaway
      Corporation.





(b)
      Development Stage Enterprise





Since
      its
      inception, the Company has been in the development stage, dedicated to selling
      and/or licensing a fiber optic management software system under the name OptiCon
      Network Manager, originally developed, and acquired from Corning Cable System,
      Inc. through a related company, FutureTech Capital, LLC ("FutureTech"). The
      Company expects to continue to incur significant operating losses and to
      generate negative cash flow from operating activities while developing its
      customer base and establishing itself in the marketplace





The
      Company's ability to eliminate operating losses and to generate positive cash
      flow from operations in the future will depend upon a variety of factors, many
      of which it is unable to control. If the Company is unable to implement the
      Company’s business plan successfully, it may not be able to eliminate operating
      losses, generate positive cash flow, or achieve or sustain profitability, which
      would materially adversely affect its business, operations, and financial
      results, as well as its ability to make payments on its debt obligations.





(c)
      Basis
      of Accounting





The
      Company maintains its financial records and financial statements on the accrual
      basis of accounting, in conformity with generally accepted accounting principles
      in the United States of America. The accrual basis of accounting provides for
      matching of revenues and expenses in the period they were earned and incurred.




(d)
      Revenue Recognition





The
      Company is principally in the business of licensing fiber optic management
      software, OptiCon Network Manager. In accordance with Statement of Position
      97-2
      - Software Revenue Recognition, revenue from licensing the software will be
      recognized upon installation and acceptance of the software by customers. When
      a
      software sales arrangement includes rights to customer support, the portion
      of
      the license fee allocated to such support is recognized ratably over the term
      of
      the arrangement, normally one year. Revenue from professional services
      arrangements will be recognized in the month in which services are rendered
      over
      the term of the arrangement.


24




(e)
        Cash
        and Cash Equivalents
 
 As
        of
        June 30, 2007 and 2006, the Company had cash of $3,579 and $1,386 respectively
        with which to satisfy any future cash requirements. The Company believes
        it is
        not exposed to any significant credit risk on cash and cash equivalents.
        For
        purposes of reporting cash flows, the Company considers all cash accounts
        that
        are not subject to withdrawal restrictions or designated for assets
        acquisitions, and certificates of deposit that have an original maturity
        of
        three months or less when purchased, to be cash equivalents.
 
 (f)
        Fair
        Value of Financial Instruments
 
 The
        carrying amount of cash equivalents, trade payables and loan payable
        approximates their respective fair value at June 30, 2007 and 2006 because
        of
        the short maturity of these instruments.
 
 (g)
        Property and Equipment
 
 Property
        and equipment are recorded at historical cost. Depreciation is computed on
        the
        straight-line method over estimated useful lives of the respective assets,
        ranging from three to five years. The carrying amount of all long-lived assets
        is evaluated periodically to determine if adjustment to the depreciation
        and
        amortization period or the unamortized balance is warranted. Based upon the
        Company's most recent analysis, management believes that no impairment of
        property and equipment exists at June 30, 2007 and 2006.
 
 (h)
        Capitalized Software Development Costs
 
 The
        Company capitalizes software development costs in accordance with Statement
        of
        Financial Accounting Standards No. 86, Accounting for Costs of Computer Software
        to be Sold, Leased or Otherwise Marketed, under which certain software
        development costs incurred subsequent to the establishment of technological
        feasibility may be capitalized and amortized over the estimated lives of
        the
        related products. Capitalization of computer software costs is discontinued
        when
        the computer software product is available to be sold, leased, or otherwise
        marketed. Amortization begins when the product is available for release to
        customers. Software development costs will be amortized based on the estimated
        economic life of the product. Capitalized software costs at June 30, 2007
        and
        2006 amounted to $213,112 and $187,332 respectively.
 
 (i)
        Impairment of Intangible Assets
 
 Periodically,
        the Company assesses the recoverability of the Company’s intangible assets,
        consisting of the OptiCon Network Manager software and its trademark, and
        record
        an impairment loss to the extent that the carrying amounts of the assets
        exceed
        its fair value. Based upon management's most recent analysis, the Company
        believes that no impairment of the Company’s tangible or intangible assets exist
        at June 30, 2007 and 2006.
 
 (j)
        Stock
        Based Compensation
 
 On
        January 1, 2006, the Company adopted Statements of Financial Accounting
        Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”)
        which requires the measurement and recognition of compensation expense for
        all
        share-based payment awards made to employees and directors based on estimated
        fair values. SFAS 123(R) supersedes the Company’s previous accounting under
        Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
        Employees” (“APB 25”) for periods beginning in fiscal 2006.
  In
        March 2005, the Securities and Exchange Commission issued Staff Accounting
        Bulletin No. 107 (“SAB 107”) relating to SFAS 123(R). The Company has
        applied the provisions of SAB 107 in its adoption of SFAS 123(R).
 
 The
        Company adopted SFAS 123(R) using the modified prospective transition method,
        which requires the application of the accounting standard as of January 1,
        2006, the first day of the Company’s fiscal year 2006. The Company’s financial
        statements as of and for the years ended June 30, 2007 and 2006 reflect the
        impact of SFAS 123(R). In accordance with the modified prospective transition
        method, the Company’s financial statements for prior periods have not been
        restated to reflect, and do not include, the impact of SFAS 123(R). Stock-based
        compensation expense recognized under SFAS 123(R) for employee and directors
        for
        the years ended June 30, 2007 and 2006 was $16,500 and $17,999 respectively.
  25
  SFAS
        123(R) requires companies to estimate the fair value of share-based payment
        awards to employees and directors on the date of grant using an option-pricing
        model. The value of the portion of the award that is ultimately expected
        to vest
        is recognized as expense over the requisite service periods in the Company’s
        Statements of Operations. Stock-based compensation expense recognized in
        the
        Statements of Operations for the years ended June 30, 2007 and 2006 included
        compensation expense for share-based payment awards granted prior to, but
        not
        yet vested as of January 1, 2006 based on the grant date fair value
        estimated in accordance with the pro-forma provisions of SFAS 123 and
        compensation expense for the share-based payment awards granted subsequent
        to
        January 1, 2006 based on the grant date fair value estimated in accordance
        with the provisions of SFAS 123(R).
 
 For
        stock-based awards issued to employees and directors, stock-based compensation
        is attributed to expense using the straight-line single option method, which
        is
        consistent with how the prior-period pro-forma were provided. As stock-based
        compensation expense recognized in the Statements of Operations for the years
        ended June 30, 2007 and 2006 is based on awards ultimately expected to vest,
        it
        has been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures
        to
        be estimated at the time of grant and revised, if necessary, in subsequent
        periods if actual forfeitures differ from those estimates.
 
 Prior
        to
        the adoption of SFAS 123(R), the Company accounted for stock-based awards
        to
        employees and directors using the intrinsic value method in accordance with
        APB
        25. Under the intrinsic value method, the Company recognized share-based
        compensation equal to the award’s intrinsic value at the time of grant over the
        requisite service periods using the straight-line method. Forfeitures were
        recognized as incurred.
 
 The
        Company’s determination of fair value of share-based payment awards to employees
        and directors on the date of grant using the Black-Scholes model, which is
        affected by the Company’s stock price as well as assumptions regarding a number
        of highly complex and subjective variables. These variables include, but
        are not
        limited to our expected stock price volatility over the term of the awards, and
        actual and projected employee stock option exercise behaviors.
 
 (k)
        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 reported amounts, and disclosures
        of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
 
 (l)
        Income Taxes
 
 The
        Company records federal and state income tax liability in accordance with
        SFAS
        109 - Accounting for Income Taxes. Deferred income taxes are provided on
        the
        liability method whereby deferred tax assets are recognized for deductible
        temporary differences and operating loss and tax credit carry forwards, and
        deferred tax liabilities are recognized for taxable temporary differences.
        Temporary differences are the differences between the reported amounts of
        assets
        and liabilities and their tax bases. Deferred tax assets are reduced by a
        valuation allowance when, in the opinion of management, it is more likely
        than
        not that some portion or all of the deferred tax assets will not be realized.
        Deferred tax assets and liabilities are adjusted for the effects of changes
        in
        tax laws and rates on the date of enactment.
 
 (m)
        Advertising Costs
 
 Advertising
        costs are charged to operations as incurred.
  26
  (n)
        Earnings (Loss) Per Share
 
 Basic
        EPS
        is calculated by dividing earnings (loss) available to common shareholders
        by
        the weighted average number of common shares outstanding during each period.
        Diluted EPS is similarly calculated, except that the denominator includes
        common
        shares that may be issued subject to existing rights with dilutive potential,
        except when their inclusion would be anti-dilutive.
 
 Based
        on
        an estimated current value of the Company’s stock being equal to or less than
        the exercise price of the warrants, none of the shares assumed issued upon
        conversion of the warrants, nor any of the stock assumed issued under the
        Company's 2004 Non statutory Stock Option Plan, are included in the computation
        of fully diluted loss per share, since their inclusion would be anti-dilutive.
 
 (o)
        Impact of Recently Issued Accounting Pronouncements
 
 In
        February 2006, FASB issued SFAS No. 155. This accounting standard
        permits fair value re-measurement for any hybrid financial instrument containing
        an embedded derivative that otherwise would require bifurcation; clarifies
        which
        interest-only strips and principal-only strips are not subject to the
        requirements of SFAS No. 133; establishes a requirement to evaluate
        interests in securitized financial assets to identify them as freestanding
        derivatives or as hybrid financial instruments containing an embedded derivative
        requiring bifurcation; clarifies that concentrations of credit risk in the
        form
        of subordination are not embedded derivatives; and amends SFAS No. 140 to
        eliminate the prohibition on a qualifying special-purpose entity from holding
        a
        derivative financial instrument pertaining to a beneficial interest other
        than
        another derivative financial instrument. SFAS No. 155 is effective for all
        financial instruments acquired or issued after the beginning of an entity’s
        first fiscal year beginning after September 15, 2006. SFAS No. 155
        does not impact the Company’s results of operations and financial position.
 In
        July
        2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
        Income Taxes (FIN 48), effective for fiscal years beginning after December
        15,
        2006.  FIN 48 requires a two-step approach to determine how to recognize
        tax benefits in the financial statements where recognition and measurement
        of a
        tax benefit must be evaluated separately.  A tax benefit will be recognized
        only if it meets a “more-likely-than-not” recognition threshold.  For tax
        positions that meet this threshold, the tax benefit recognized is based on
        the
        largest amount of tax benefit that is greater than 50 percent likely of being
        realized upon ultimate settlement with the taxing authority.  At this time,
        we have determined that FIN 48 does not affect the Company’s overall results of
        operations, cash flows or financial position.
 
 In
        September 2006, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards (“SFAS”) 157 Fair Value Measurements. SFAS 157
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (GAAP) and expanded disclosures
        about
        fair value measurements. This Statement is effective for financial statements
        issued for fiscal years beginning after November 15, 2007. We are currently
        evaluating the impact of adopting SFAS No. 157 on the Company’s result of
        operations and financial position.
 
  27
  In
        September 2006, the Securities and Exchange Commission issued Staff Accounting
        Bulletin (SAB No. 108), Considering the Effects of Prior Year Misstatements
        When
        Quantifying Current Year Misstatements.  SAB No. 108 requires analysis of
        misstatements using both an income statement (rollover) approach and a balance
        sheet (iron curtain) approach in assessing materiality and provides a one-time
        cumulative effect transition adjustment.  SAB No. 108 is effective for the
        Company’s June 30, 2007 financial statements.  The adoption of SAB No. 108
        does not impact the Company's financial statements.
 
 In
        February 2007, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities - Including an Amendment of FASB
        Statement No. 115.” SFAS No. 159 permits an entity to choose to
        measure many financial instruments and certain other items at fair value.
        SFAS
        No. 159 is effective as of the beginning of an entity’s first fiscal year
        that begins after November 15, 2007. The Company is currently evaluating if
        it will elect the fair value option for any of its eligible financial
        instruments and other items.
 
 2.
        Going
        Concern
 
 For
        the
        year ended June 30, 2007, the Company incurred a loss of $724,534. For the
        period October 22, 2004 (date of inception) through June 30, 2007, the Company
        incurred a cumulative net loss of $1,402,419. At of June 30, 2007, the Company
        had negative working capital of $1,463,902, and $3,579 in cash with which
        to
        satisfy any future cash requirements. These conditions raise substantial
        doubt
        about the Company's ability to continue as a going concern. The Company depends
        upon capital to be derived from future financing activities such as loans
        from
        its parent company, and its officers and directors, subsequent offerings
        of its
        common stock or debt financing in order to operate and grow the business.
        There
        can be no assurance that the Company will be successful in raising such capital.
        The key factors that are not within the Company's control and that may have
        a
        direct bearing on operating results include, but are not limited to, acceptance
        of the Company’s business plan, the ability to raise capital in the future, the
        ability to expand its customer base, and the ability to hire key employees
        to
        grow the business. There may be other risks and circumstances that management
        may be unable to predict
 
 3.
        Purchase of Assets
 
 On
        August
        19, 2004, the Company entered into an agreement with FutureTech to purchase
        all
        rights title and interest in the OptiCon Network Manager, a fiber optic network
        management software system, certain computer equipment and the OptiCon trademark
        (“Acquired Assets”) in exchange for the issuance of 84,000,000 shares
        (25,290,000 shares after the reverse stock split of April 4, 2006) of its
        common
        stock. After the exchange, FutureTech owned eighty-four percent of the Company's
        issued and outstanding common stock. At the time of the agreement, FutureTech
        did not own the Acquired Assets. The Agreement became effective upon FutureTech
        consummating an agreement to purchase the Acquired Assets from Corning Cable
        Systems, LLC. On July 26, 2006, FutureTech consummated an agreement with
        Corning
        Cable Systems, LLC for the acquisition of the Acquired Assets in exchange
        for
        $100,000 in cash.
 
 The
        Company recorded the purchase of the Acquired Assets at $100,000, in accordance
        with SFAS No. 153 - Exchanges of Non-monetary Assets, and SEC Staff Accounting
        Bulletin No. 48 Topic 5-G, which generally requires that non-monetary assets
        exchanged by promoters or shareholders for all or part of a company’s common
        stock be recorded at the transferor’s historical cost basis determined under
        generally accepted accounting principles. The purchase price was allocated
        as
        follows:
 
 OptiCon
                  fiber optic management software
              
              $
              89,000Computer
                  equipment
              
              
              5,000Collateral
                  documentation related to the software
              
              
              5,000Trademarks
              
              
              1,000$
              100,000
  28
  4.
        Intangible Assets
 
 Intangible
        assets consist of the following at June 30, 2007 and 2006 are summarized
        as
        follows:
  2007
              
              2006Opticon
                  fiber optic management software
              
              $
              212,112
              
              $
              186,332Trademarks
              
              
              1,000
              
              
              1,000$
              213,112
              
              $
              187,332
  On
        July
        26, 2005, the Company purchased the OptiCon Network Manager software system
        from
        FutureTech for $100,000, consisting of version R3 and R4. At the time of
        the
        purchase, the software system was out of date and had to be updated and
        integrated with current business software systems, before it could be
        distributed to customers. During the years ended June 30, 2007 and 2006,
        the
        Company allocated direct labor costs, and indirect costs and expenses of
        $22,779
        and $92,332 respectively, relating to this effort. The development of R3
        software system was completed during the quarter ended December 31, 2006,
        and is
        available for distribution to customers, although no sales have been made.
        Amortization of the capitalized software costs will begin when the software
        is
        actually sold to customers. At June 30, 2007, the R4 software system was
        not yet
        completed.
 
 5.
        Accrued Expenses
 
 Accrued
        expenses at June 30, 2007 and 2006 were as follows:
 
 2007
              
              2006Accrued
                  Salaries
              
              $
              1,096,750
              
              $
              531,250Accrued
                  Vacations
              
              
              80,500
              
              
              38,500Payroll
                  Tax Liabilities
              
              
              53,190
              
              
              38,272Accrued
                  Consulting
              
              
              -
              
              
              10,500Accrued
                  Interest
              
              
              11,398
              
              
              3,304Other
                  accruals
              
              
              2,000
              
              
              2,000$
              1,243,838
              
              $
              623,826
 
 6.
        Related Parties Disclosures
 
 (a)
        Accrued Salaries – Officers
        and
        Director
 
 The
        Company accrued compensation payable under employment agreement with J. Marshall
        Batton, its former president, Douglass D. Wright, its former senior vice
        president of sales, and Mr. Saeed Talari, one of the Company’s directors in the
        aggregate amount of $50,000 per month, based on their respective employment
        agreements commencing August 1, 2005. As of June 30, 2007 and 2006, the accrued
        compensation amount, net of actual payments of $34,500 and $68,750 was
        $1,096,750 and $531,250 respectively. As of June 30, 2007 and 2006, the Company
        also accrued vacation pay to these three individuals, under their employment
        agreements, in the amount of $80,500 and $38,500 respectively. These agreements
        terminated July 31, 2007, and were not renewed.
 
 (b)
        Loan
        from Related Party
 
 On
        September 6, 2005, Mr. Talari, one of the Company’s directors agreed to make
        advances to the Company as an interim unsecured loan for operational capital
        up
        to a maximum of $350,000, with interest at the rate of 5% per annum, based
        on
        amounts advanced from time to time, payable annually. At June 30, 2007 and
        2006,
        the outstanding amount of the loan was $204,643 and $107,550 respectively.
        The
        Company also accrued interest on this loan in the amount of $11,398 and $3,304
        at June 30, 2007 and 2006 respectively.
  29
  Mr.
        Talari has the option to convert any part of the principal and/or interest
        outstanding into the Company’s common stock at a thirty percent discount of the
        last five (5) days’ average bid price, once the Company becomes fully reporting
        and trading in a national market.
 
 7.
        Stock
        Issuances
 
 During
        the period October 22, 2004 (inception) to June 30, 2005, the Company issued
        4,817,143 and 1,505,357 respectively of the Company's common shares (post
        split)
        to its founders in exchange for organizing efforts and services. The estimated
        value of the services was $16,000 and $5,000, respectively.
 
 On
        July
        26, 2006, the Company issued 25,290,000 shares (post split) of the Company’s
        common shares to FutureTech in exchange for the OptiCon Network Manager software
        originally developed, and acquired from Corning Cable System, Inc. by FutureTech
        along with other assets. The value of the software and other assets was recorded
        based on the original cash purchase price of $100,000 paid by
        FutureTech.
  These
        shares were exchanged for 105,000,000 of Hathaway
        Corporation common stock (See Note 10).
 
 8.
        Stock
        Options and Warrants
 
 On
        December 2, 2005, the Company granted Series A Warrants to two unrelated
        individuals, (see “Bentley Securities Agreement”), to purchase 69,000 shares, of
        which 36,000 shares were subject to the 1-for-.30107143 reverse stock split
        of
        April 4, 2006, at an exercise price of $1.10 per share ($3.65 after the reverse
        stock split). All of the Warrants expire on November 11, 2011. All of the
        Warrants granted during the year were non-qualified fixed price
        warrants.
 
 The
        following table summarizes the activity related to the stock purchase warrants
        for the years ended June 30, 2007 and 2006 and for the period from October
        22,
        2004 (inception) to June 30, 2007:
  Weighted AverageShares
              
              Exercise Price
              
              Exercise PriceStock
              
              per Share
              
              per ShareWarrants
              
              Options
              
              Warrants
              
              Options
              
              Warrants
              
              OptionsOutstanding
                  at October 22, 2004
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Granted
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Canceled
                  or expired
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Outstanding
                  at June 30, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Granted
              
              
              10,839
              
              
              -
              
              $
              3.65
              
              
              -
              
              $
              1.73
              
              
              -Exercised
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Canceled
                  or expired
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Outstanding
                  at June 30, 2006
              
              
              10,839
              
              
              -
              
              $
              3.65
              
              $
              -
              
              $
              1.73
              
              $
              -Granted
              
              
              33,000
              
              
              
              
              $
              1.10
              
              $
              -
              
              $
              1.73
              
              $
              -Exercised
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Canceled
                  or expired
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Outstanding
                  at June 30, 2007
              
              
              43,839
              
              
              
              
              $
              1.73
              
              $
              -
              
              $
              1.73
              
              $
              -Exercisable
                  at June 30, 2005
              
              
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Exercisable
                  at June 30, 2006
              
              
              10,839
              
              
              -
              
              $
              3.65
              
              $
              -
              
              $
              3.65
              
              $
              -Exercisable
                  at June 30, 2007
              
              
              33,000
              
              
              -
              
              $
              1.10
              
              $
              -
              
              $
              1.10
              
              $
              -
  30
  Management
        has determined that it is not possible to reasonably estimate the grant-date
        fair value of the warrants because there is no market for the Company's stock,
        and none has been issued recently, and the Company was not been able to identify
        a similar publicly held company that can be used as a benchmark. Instead,
        the
        Company the expected price and range of the Company’s stock, and have assessed
        volatility at maximum. Using the Black-Scholes-Merton option pricing model,
        management has determined the warrants issued during the current year have
        a
        calculated value of $0.50 per share.
 
 Total
        compensation costs associated with the warrants issued for the years ended
        June
        30, 2007 and 2006 was $16,500 and $17,999 respectively, which was recognized
        over the service period. The following are the weighted average assumptions
        for
        warrants granted: Dividend rate of zero percent; risk-free interest rate
        of five
        percent; expected lives of five years; and expected price volatility of 400
        percent.
 
 9.
        Stock
        Option Plan
 
 On
        October 22, 2004, the Company adopted a 2004 Non statutory Stock Option Plan
        (“Option Plan”) for the benefit of its key employees (including officers and
        employee directors), consultants and affiliates. The Option Plan is intended
        to
        provide those persons who have substantial responsibility for the management
        and
        growth of the Company with additional incentives and an opportunity to obtain
        or
        increase their proprietary interest in the Company, encouraging them to continue
        in employment.
 
 The
        Board
        of Directors authorized 4,000,000 shares (1,204,186 shares after the
        1-for-.30107143 reverse stock split on April 4, 2006) of the Company's common
        stock to be set aside, which may be issued under the Option Plan. As of June
        30,
        2007 and 2006, no shares have yet been issued under the Option Plan.
 
 10.
        Stock
        Exchange Agreement
 
 On
        July
        29, 2005, the Company and all of its stockholders entered into an Stock Exchange
        Agreement (“Agreement”) with Hathaway Corporation (“Hathaway”), a publicly
        traded company, whereby the Company’s stockholders agreed to exchange
        105,000,000 shares (31,612,500 shares after the reverse stock split) in exchange
        for 100 percent of the Company’s issued and outstanding common stock for
        9,600,000 restricted common shares and 30,400,000 Preferred Series A shares
        of
        Hathaway, at which time, the Company became a wholly owned subsidiary of
        Hathaway. The preferred shares have a right of conversion and were converted
        into 30,400,000 shares of common stock.
 
 The
        number of shares subject to the exchange of one share of Hathaway for 2.625
        shares of the Company was determined based on the opening trading price of
        Hathaway of $1.05 per share.
 
 According
        to the Agreement, Hathaway has the option to appoint the Company’s current
        officers as officers of Hathaway by assuming their duties and responsibilities
        in accordance with their respective employment agreements with the Company.
  31
  11.
        Income Taxes
 
 There
        is
        no current or deferred income tax expense or benefit allocated to continuing
        operations for the years ended June 30, 2007 and 2006 or for the period October
        22, 2004 (date of inception) through June 30, 2007.
 
 The
        income tax provision differs from the amount of tax determined by applying
        the
        federal statutory rate as follows:
  Year Ended
                  June 30, 2007
                
                Year Ended
                  June 30, 2006
                
                Period October 22,
                  2004 (date of
                  inception) through
                  June 30, 2007Income
                    tax benefit at statutory rate
                
                $
                (246,327
                )
                $
                (223,341
                )
                $
                (476,808
                )Increase
                    (decrease) in income taxes due to:State
                    income taxes, net
                
                
                -
                
                
                -
                
                
                -Change
                    in valuation allowance
                
                
                246,327
                
                
                223,341
                
                
                476,808All
                    other
                
                
                0
                
                
                -
                
                
                0$
                0
                
                $
                0
                
                $
                0
 Net
        deferred tax assets and liabilities were comprised of the following:
  Year Ended
                June30, 2007
              
              Year Ended
                June30, 2007
              
              Period October 22
                (inception) through
                June 30, 2007Deferred
                  tax asset (liability), current:Accrued
                  salaries
              
              $
              372,895
              
              $
              180.625
              
              $
              372.895Accrued
                  vacation pay
              
              
              49,330
              
              
              17,783
              
              
              49,330Payroll
                  tax liabilities
              
              
              12,220
              
              
              9,065
              
              
              12,220Valuation
                  allowance
              
              
              (434,445
              )
              
              (207,473
              )
              
              (434,445
              )$
              0
              
              $
              0
              
              $
              0Deferred
                  tax asset (liability), non-currentNet
                  operating loss
              
              $
              (187,692
              )
              $
              16,148
              
              $
              137,999Property
                  and equipment
              
              
              (425
              )
              
              (281
              )
              
              (206
              )Valuation
                  allowance
              
              
              188,117
              
              
              (15,867
              )
              
              (11,667
              )$
              0
              
              $
              0
              
              $
              0
 
 The
        Company has not recognized an income tax benefit for its operating losses
        generated through June 30, 2007 or 2006 based on uncertainties concerning
        the
        Company’s ability to generate taxable income in future periods. The tax benefit
        is offset by a valuation allowance established against deferred tax assets
        arising from operating losses and other temporary differences, the realization
        of which could not be considered more likely than not. In future periods,
        tax
        benefits and related deferred tax assets will be recognized when management
        considers realization of such amounts to be more likely than not.
 
 For
        financial statements purposes, the Company has accumulated losses of $1,402,419
        from inception through June 30, 2007, which can be used to offset future
        income
        though 2021.
 
 For
        income tax purposes the Company has available a net operating loss carry-forward
        of $125,891 from inception to June 30, 2007, which will expire, unless used
        to
        offset future federal taxable income through 2021.
  32
  12.
        Commitments and Contingencies
 
 (a)
        Abacus Capital LLC Agreement
 
 On
        October 8, 2004, the Company entered into an agreement with Abacus Capital,
        LLC
        (“Abacus”) whereby Abacus is to act as the Company's non-exclusive agent, on a
        best efforts method, to arrange equity capital or such other form of financing
        as the Company's deem appropriate, and/or to source an acquisition target,
        joint
        venturer or strategic partner.
 
 The
        term
        of the agreement is for six months and is extended automatically for additional
        three-month period, unless it is terminated in writing.
 
 The
        amount payable to Abacus is dependent upon which activity and the level of
        consideration, as defined in the Agreement ranges from two percent to ten
        percent with certain limitations. The Company agreed to pay Abacus a
        non-refundable retainer fee of $10,000 per month during the term of this
        Agreement, including extensions, commencing upon the first transfer of
        consideration to the Company. Cumulative retainer fees would be deducted
        from
        cash fees earned.
 
 In
        addition, the Company agreed to issue Abacus common share warrants in an
        amount
        equal to two percent of the cash fees based on the selling price of the common
        shares on the public market as of the day of closing of any transaction.
        The
        warrants would have a two year term and be convertible to registered common
        shares.
 
 The
        Company also agreed to issue Abacus non-restricted common shares equal to
        twenty
        percent of the Company’s issued and outstanding common stock upon acceptance of
        a minimum of $500,000 in aggregate consideration or upon acceptance of an
        agreement to merge with a candidate introduced to us by Abacus.
 
 (b)
        Employment Agreements
 
 J.
        Marshall Batton
 
 On
        December 1, 2004, the Company entered into a two-year Employment Agreement
        with
        J. Marshall Batton, one of the Company's directors and its chief executive
        officer and president. The Agreement became effective August 1, 2005 and
        terminated July 31, 2007. The Agreement provides for (a) a base salary of
        $25,000 per month, (b) a signing bonus equal to one month salary, (c) a $2,000
        per percentage point bonus (based on increase in monthly sales/corporate
        sales
        goal, as established by the Board of Directors, from the prior month), (d)
        four
        weeks vacation within one year the starting date, and (e) all group insurance
        plans and other benefit plans and programs made available to the Company’s
        management employees.
 
 The
        Agreement provides the employee with the preemptive right to maintain an
        undiluted four percent interest in the Company's outstanding common stock,
        if
        the Company issues more than 30,107,143 shares of common stock (post split)
        by
        purchasing additional shares at $0.00033 per share (post split). This commitment
        survives the Agreement in perpetuity and can only be terminated by the voluntary
        resignation of the employee.
 
 Subsequent
        to the end of the year, Mr. Batton agreed to relinquish his right to have
        this
        clause survive the termination of his agreement.
 
 Douglass
        W. Wright
 
 On
        December 1, 2004, the Company entered into a two-year Employment Agreement
        with
        Douglass W. Wright, one of the Company's directors and its senior vice president
        of sales. The Agreement is automatically extended for an additional one-year
        period without further action from the Company or the executive. The Agreement
        became effective August 1, 2005 and terminated July 31, 2007. The Agreement
        provides for (a) a base salary of $18,000 per month, (b) a signing bonus
        equal
        to one month salary, (c) a $2,000 per percentage point bonus (based on increase
        in monthly bookings/corporate booking goal, as established by the Board of
        Directors, from the prior month), (d) three weeks vacation within one year
        the
        starting date, and (e) all group insurance plans and other benefit plans
        and
        programs made available to the Company’s management employees.
 
 The
        Agreement provides the employee with the preemptive right to maintain an
        undiluted four percent interest in the Company's outstanding common stock,
        if
        the Company issues more than 30,107,143 shares of common stock (post split)
        by
        purchasing additional shares at $0.00033 per share (post split). This commitment
        survives the Agreement in perpetuity and can only be terminated by the voluntary
        resignation of the employee.
  33
  Subsequent
        to the end of the year, Mr. Wright agreed to relinquish his right to have
        this
        clause survive the termination of his agreement.
 
 Saeed
        ("Sam") Talari
 
 On
        December 1, 2004, the Company entered into a two-year Employment Agreement
        with
        Mr. Talari, one of the Company's directors. The Agreement is automatically
        extended for an additional one-year period without further action from the
        Company or the executive. The Agreement became effective August 1, 2005.
        The
        Agreement provides for (a) a base salary of $7,000 per month, (b) a signing
        bonus equal to one month salary, (c) four weeks vacation within one year
        the
        starting date, and (d) all group insurance plans and other benefit plans
        and
        programs made available to the Company’s management employees.
 
 (c)
        Operating Leases
 
 Since
        inception through August 2005, the Company was inactive and therefore did
        not
        require office space. On August 25, 2005, the Company entered into a 6-month
        lease agreement for office space at $1,813 per month, plus taxes and ancillary
        services. Since the termination of the lease, Mr. Batton, the president of
        the
        Company has provided office space at no cost to the Company.
 
 Rent
        expense for years ended June 30, 2007 and 2006 and for the period October
        22,
        2004 (date of inception) through June 30, 2007 was $-0-, $13,458 and $13,458
        respectively.
 
 On
        August
        1, 2007, the Company entered into a lease agreement for executive offices
        at a
        monthly rental of $625. The offices consist of approximately 500 square feet
        and
        reception services, and access to conference room and office support services.
 
 (d)
        Agreement for Services
 
 Bentley
        Securities Agreement
 
 On
        November 11, 2005, the Company entered into an agreement with Bentley Securities
        Corporation (“Bentley”) whereby Bentley is to act as the Company's exclusive
        financial advisor and placement agent to use its best efforts to arrange
        equity
        capital or such other form of financing or commitments for financing as the
        Company's deem appropriate. The term of the agreement is for six months and
        is
        extended automatically unless it is terminated in writing. The Agreement
        was
        extended mutual consent and was terminated on August 31, 2006.
 
 In
        the
        event that the Company closes a financing or financing commitment, within
        eightteen months after the termination of the agreement, with any investor
        introduced to the Company by Bentley, the Company agreed to pay Bentley the
        fees
        described below.
 
 As
        compensation for Bentley’s services, the Company agreed to pay Bentley (1) a
        non-refundable retainer of 10,000 warrants to purchase its common shares
        for the
        first month, (2) 10,000 warrants for the next 2 months, and 6,000 for the
        next
        three months to purchase the Company’s common shares, and (3) a success fee in
        cash of 6.5% of the total gross financing or financing commitment arranged
        by
        Bentley. As of June 30, 2007 and 2006, the Company issued 10,839 and 33,000
        warrants respectively to the principals of Bentley, and recorded compensation
        for services in the amount of $17,999 and $16,500 respectively.
 
 (e)
        Others Agreements
 
 Management
        Solutions International, Inc.
 
 On
        April
        25, 2006, the Company appointed Management Solutions International, Inc.
        (“MSI”)
        as the Company’s non-exclusive agent to sell the Company’s OptiCon Network
        Manager software to customers in Europe and the Middle East on a best efforts
        basis. The appointment is for one year, automatically renewed for an additional
        six months, unless terminated by either party in writing thirty days prior
        to
        the expiration of the initial term. The Company would pay MSI a commission
        of
        ten percent of amounts collected for sales facilitated by MSI.
 
 34


Preemptive
      Stock Rights





On
      December 1, 2004, the Company signed employment agreements with two individuals,
      who are also shareholders, to become the Company’s chief operating officer and
      vice president of development. The agreements will become effective once the
      Company has secured minimum funding levels to commence operations, and upon
      approval by the Board of Directors.





The
      Agreements provides these two individuals with the right to maintain an
      undiluted four percent interest in the Company’s outstanding common stock, if
      the Company issues more than 30,107,143 shares of common stock (post split)
      by
      purchasing additional shares at $0.00033 per share (post split). This
      contractual provision has been effective since December 1, 2004 by approval
      of
      the Board of Directors.





Subsequent
      to the end of the year, these two individuals agree to relinquish their right
      to
      have this clause survive the termination of their respective
      agreements.





Joint
      Distribution Agreement





On
      September 1, 2006, the Company entered into a Joint Distribution Agreement
      (“Agreement”) with Anritsu Corporation of Japan (Anritsu) whereby each party
      grants the other the non-exclusive right to sell to its respective end-user
      customers a remote fiber test system that is comprised in part or in whole
      of
      Anritsu’s remote test units that tests the integrity of a telecommunications
      network (RTU), and software which controls, monitors and integrates with the
      RTU
      and with the Company’s fiber option management system.





The
      Agreement provides for a non-exclusive right to market, distribute, export
      and
      sell the Anritsu and OptiCon products (“Contractual Products”) listed therein,
      with the corresponding distribution prices of these products that one party
      would charge the other. Additional products may be added to the list, and prices
      may change only after ninety days notice. The Agreement also provides for
      exclusivity regarding to any third party products that are competitive with
      the
      Contractual Products manufactured by each party.





The
      term
      of the Agreement is for one year, and unless terminated in writing at least
      ninety days prior to its expiration date, the term is automatically extended
      for
      consecutive one year periods, until notice of non-renewal is provided by either
      party.





13.
      Subsequent Events





In
      connection with the termination of their respective employment agreements on
      July 31, 2007, Mr. John M. Batton and Mr. Douglass W. Wright, each accepted
      350,000 shares of the Company’s common stock in lieu of monies owed to them
      (including but not limited to, salaries, benefits, vacation pay and any and
      all
      compensation), and in cancellation their respective, non-expiring rights under
      their employment agreements to maintain/restore their individual ownership
      of
      our common stock to a level of four percent of our issued and outstanding shares
      whenever our total issued and outstanding shares of common stock exceeded 100
      million shares.





On
      July
      17, 2007 in an action by written consent, the sole shareholder (1) approved
      amending the Company’s articles of incorporation to reduce the authorized number
      of shares to 100,000,000 shares with a $0.001 par value without affecting in
      any
      manner the number of issued and outstanding common shares; (2) to removed John
      M. Batton as Director and Chief Executive Officer of the corporation, and (3)
      to
      elect Mr. Sadruddin Currimbhoy as director and Interim Chief Executive
      Officer.





On
      July
      18, 2007 in an action by written consent, the Board of Directors (1) approved
      amending the Company’s articles of incorporation to reduce the authorized number
      of shares to 100,000,000 shares with a $0.001 par value without affecting in
      any
      manner the number of issued and outstanding common shares, and filing the
      appropriate amended articles of incorporation with the state of Nevada, (2)
      the
      removal of John M. Batton as director, and termination of his presidency and
      all
      other position he may hold, (3) to remove Mr. Douglass W. Wright as senior
      vice
      president of the company, and (4) appoint Mr. Sadruddin Currimbhoy to serve
      as
      interim President and Chief Executive Officer of the Company.


35





The
      change to the capital structure has not been recorded with the Nevada secretary
      of state.





Hathaway
      Corporation, OptiCon Systems’ parent company, announced its intention to spin
      off OptiCon through by the payment of a stock dividend consisting of one share
      of OptiCon for every two shares of Hathaway owed. The stock dividend will become
      effective upon receiving approval from NASD and receiving its trading symbol.
      In
      connection with the proposed spin off, Opticon’s board of directors approved a
      stock dividend of 1,932,358 (approximately 1.06 for 1) shares to Hathaway
      Corporation, its sole shareholder.





**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**





Effective
      August 17, 2007, Herman,
      Lagor, Hopkins & Meeks, P.A., our
      independent accountant for the 2005 and 2006 fiscal years, resigned. We have
      been advised that the resignation is a result of the independent accountant
      terminating its area practice with respect to federal securities
      law. The
      principal accountant's report on our financial statements for neither of the
      past two years contained an adverse opinion or disclaimer of opinion, or was
      modified as to uncertainty, audit scope, or accounting principles. We did not
      have any choice in changing our independent accountant.





The
      managing partner of Herman,
      Lagor, Hopkins & Meeks, P.A. responsible for our account joined the
      independent accounting firm of KBL, LLP. As of August 17, 2007, we engaged
      KBL,
      LLP as our independent accountant for the 2007 fiscal year. Prior to the
      engagement, we did not consult KBL, LLP on any matter.





We
      have
      provided Lagor, Hopkins & Meeks, P.A., with a copy of the foregoing
      disclosures and we have Herman Lagor, Hopkins & Meeks, P.A., to furnish a
      letter addressed to the Commission stating whether it agrees with our statements
      and, if not, stating the respects in which it does not agree.





**ITEM
      8A. CONTROLS AND PROCEDURES.**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed 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 Commission’s rules and forms. Disclosure
      controls and procedures include, without limitation, controls and procedures
      designed to ensure that information required to be disclosed by an issuer in
      the
      reports that it files or submits under the Exchange Act is accumulated and
      communicated to the issuer’s management, including its principal executive
      officer or officers and principal financial officer or officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure.





In
      accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
      completed under the supervision and with the participation of the Company’s
      management, including the Company’s principal executive officer and principal
      financial officer, of the effectiveness of the design and operation of the
      Company’s disclosure controls and procedures as of the end of the period covered
      by this Annual Report. Based on that evaluation, the Company’s Principal
      Executive Officer and Principal Financial Officer concluded that the Company’s
      disclosure controls and procedures are effective, to provide reasonable
      assurance that information required to be disclosed in the Company’s reports
      filed or submitted under the Exchange Act is recorded, processed, summarized,
      and reported within the time periods specified in the Commission’s rules and
      forms. There have been no changes to the Company’s internal controls over
      financial reporting that occurred during the year ended June 30, 2007, that
      materially affected, or were reasonably likely to materially affect, our
      internal controls over financial reporting.


36





**ITEM
      8A(T). CONTROLS AND PROCEDURES.**





Not
      applicable.





**ITEM
      8B.  OTHER INFORMATION**





None





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT**





The
      following table identifies our directors and executive officers and provides
      their ages, the positions they hold and, if applicable, when they first became
      a
      director.





Name
            
            Age
            
            Position
            
            Director
                SinceSadruddin
                Currimbhoy
            
            46
            
            Director
                and Chief Executive Officer
            
            2007R.
                Derek Haake
            
            27
            
            Secretary
                and Director
            
            2004Cristino
                L. Perez
            
            63
            
            Chief
                Financial Officer
            
            Not
                applicableSaeed
                ("Sam") Talari
            
            45
            
            Director
            
            2004





Our
      stockholders elect our directors at the annual stockholders meeting. Our
      directors serve until the next annual stockholders meeting at which their
      successors are elected and qualify. Directors who are employees do not
      receive compensation for serving as directors. Mr. Talari receives compensation
      of $7,000 per month for services to obtain funding, for investor relations,
      to
      coordinate with auditors and attorneys, and in general corporate matters. Our
      executive officers are elected by the board of directors and their terms of
      office are at the discretion of the board of directors, subject to terms and
      conditions of their respective employment agreements. We have not adopted a
      code
      of ethics for our directors and executive officers. We do not have an audit
      committee or a financial expert serving on our board of directors.





**Sadruddin
      Currimbhoy**became our Chairman and Chief Executive Officer on a
      part-time basis, beginning July 18, 2007. Mr. Currimbhoy's employment during
      the
      five year period prior to this amended registration statement, and for certain
      years before that period, is as follows:


*March
      2007 to present* - Mr.
      Currimbhoy is the chief operating officer of Hathaway, Inc., our parent
      company.





*2004
      to March 2007* - He was
      the general manager at the Deccan Pacific group of companies in Fremont,
      California. In this capacity, Mr. Currimbhoy was responsible for healthcare
      and
      real estate operations.





*199_
      to 2004* - Mr.
      Currimbhoy was employed as an internal auditor by East Gate Capital in "Silicon
      Valley". East Gate was a $60 million fund that invested in early stage
      semiconductors, communications and software companies.





In
      1989,
      Mr. Currimbhoy founded Solar Tech Industries, Ltd., a Hong Kong-based export
      house which achieved annual revenues of $5 million. His other international
      business activities have included manufacturing and supplying, through a Dutch
      premiums company, Reebok brand watches, to Pepsico Benelux promotion, in 1995,
      establishing an alarm clock assembling factory in China and co-founding Dynabyte
      Pacific Ltd., a hardware and software solutions provider in Hong Kong (1992
      -
      1997). Mr. Currimbhoy attended the University of San Diego, where he studied
      business administration and computer sciences.





**R.
      Derek Haake**has been one of our directors and our secretary since
      inception on a part-time basis.


*2001
      to September 2004* - He was
      employed at ALLTEL Communications, Dallas, TX, as the information technology
      director.





*October
      2004 to December 2006* - Mr.
      Haake was employed by NueWorld Communications, Inc. of Dallas, Texas as chief
      technical officer.





*January
      2007 to present* - He is
      a student at the University of Texas, Arlington, studying political science
      and
      business.





Mr.
      Haake
      has spent several years in both the information technology industry with
      "Fortune 500" companies and in personal business endeavors. He began his career
      as a telecommunications consultant with ALLTEL Communications, and then spent
      several years providing support for Valor Telecom, a start-up ILEC in Dallas.
      At
      Valor Telecom, Mr. Haake aided in the company's overall operations, collections,
      customer service, and billing functions. In addition to this experience, Mr.
      Haake has also started up multiple web design firms, an online job board, built
      and maintained multiple billing and customer service applications and created
      a
      profitable fixed wireless broadband network. Mr. Haake attended Texas A&M
      University and studied Russian and economics.


37





**Cristino
      L. Perez**our Chief Financial Officer, beginning January 1, 2007, on a
      part time basis.





*October
      1999 to June 2002* - Mr.
      Perez was employed by Baumann, Raymondo & Company, P.A., Certified Public
      Accountants, with primary responsibilities for development of accounting and
      auditing services to small publicly held enterprises.





*October
      2001 to September 2003* - Mr.
      Perez was on part-time basis a Chief Financial Officer, Secretary, Treasurer
      and
      Director of Resolve Staffing, Inc., a publicly traded company.





*September
      2002 until the present* - Mr.
      Perez has been self-employed as an independent consultant on a part-time basis
      and full-time basis.


Mr.
      Perez
      earned a bachelor of arts degree in accounting from the University of South
      Florida.





Saeed
      ("Sam") Talari is one of our directors.


*1985
      to 1994* - He ran
      PrymServ Inc., a retail service integration company that provided product
      solutions and integration for major retail outlets. His customers included
      K-Mart, Toys-R-Us, Sears and Wal-Mart. As chief executive officer of PrymServ,
      his primary duties were to market products and services to "Fortune 500"
      clients.





*1994
      to 1999* - Mr.
      Talari ran Compusite Corporation, one of the first Internet solutions providers
      in the nation to offer large spectrum of value added services to companies
      seeking greater presence on the Internet. He assisted Compusite to grow from
      no
      revenue to a multi-million dollar company.





*1999
      to present* - He
      founded Hathaway Corporation and serves since inception as one of Hathaway's
      directors. Hathaway Corporation develops and acquires undervalued companies
      that
      bring a shift in how communications is delivered and serviced
      globally





*2001
      to present* - Mr.
      Talari founded and manages FutureTech, a venture capital firm that invests
      in
      high technology start up enterprises.





Mr.
      Talari attended the University of New Hampshire, where he studied computer
      science and mathematics. He earned a bachelor's degree from the University
      of
      Massachusetts at Lowell in computer science, engineering and mathematics and
      took master studies in finance.





**ITEM
      10. EXECUTIVE COMPENSATION**





The
      annual cash and long term compensation earned by our chief executive officer
      and
      our highest paid officer whose annual salary is over $100,000 per year since
      we
      began in October 2004 are set forth in following table.





Name
                andPrincipal
                Position
            
            Year
            
            SalarySaddruddin
                Currimbhoy
            
            
            2007
            
            
            NoneChief
                Executive OfficerJ.
                Marshall Batton
            
            
            2006
            
            $
            300,000
                (1
            )Former
                Chief Executive Officer
            
            
            2007
            
            $
            225,000
                (2)(5
            )Douglass
                W. Wright
            
            
            2006
            
            $
            216,000
                (3
            )Former
                Senior Vice President
            
            
            2007
            
            $
            162,000
                (4)(5
            )





1.
      Mr.
      Batton’s compensation consist of $35,800 cash and $264,200 deferred
      compensation.


2.
      Mr.
      Batton’s compensation consist of $17,500 cash and $207,500 deferred
      compensation.


3.
      Mr.
      Wright’s compensation consist of $32,950 cash and $183,050 deferred
      compensation.


4.
      Mr.
      Wright’s compensation consist of $17,000 cash and $145,000 deferred
      compensation.


5.
      Mr.
      Batton and Mr. Wright, in connection with the termination of their respective
      employment agreements on July 31, 2007, each accepted 350,000 shares of our
      common stock in lieu of deferred compensation and in cancellation their
      respective, non-expiring rights under their employment agreements to
      maintain/restore their individual ownership of our common stock to a level
      of
      four percent of our issued and outstanding shares whenever our total issued
      and
      outstanding shares of common stock exceeded 100 million shares.


38





Employment
      Agreements





We
      have a
      two-year agreement with Mr. Talari, effective August 1, 2005, one of our
      directors. This agreement automatically extends for an additional one-year
      period through July 31, 2007 without further action by either party. The
      Agreement provides for (a) a base salary of $7,000 per month, (b) a signing
      bonus equal to one month salary, (c) four weeks vacation within one year the
      starting date, and (d) all group insurance plans and other benefit plans and
      programs made available to our management employees.





We
      do not
      have an employment agreement with Mr. Currimbhoy.





We
      have
      adopted a 2004 Non Statutory Stock Option Plan to reward and provide incentives
      to our key employees, who may include our directors who are also employees
      and
      our officers, as well as consultants and affiliates. The following table
      provides certain information about the plan.





Plan
                category
            
            Number
                of securities to
              be
                issued upon exercise
              of
                outstanding options,
              warrants
                and rights
            
            Weighted-
                average
              exercise
                price of
              outstanding
                options,
              warrants
                and rights
            
            Number
                of securities
              remaining
                available for
              future
                issuance under
              equity
                compensation
              plans
                (excluding
              securities
                reflected
              in
                column (a))(a)
            
            (b)
            
            (c)Equity
                compensation plan approved by security holders
            
            None
            
            Not
                applicable
            
            NoneEquity
                compensation plan not approved by security holders
            
            None
            
            Not
                applicable
            
            1,201,186





**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**





Our
      sole
      stockholder at the date of this annual report, Hathaway, is identified in the
      "Before Distribution" columns of the following table. Our principal stockholders
      following the proposed distribution of our shares as a dividend to the
      stockholders of Hathaway, estimated to occur soon after the filing of this
      annual report, are identified in the "After Distribution" columns of the
      following table. These principal stockholders include:


-
      each of
      our directors and executive officers,


-
      our
      directors and executive officers as a group, and


-
      others
      who own more than five percent of our common stock.


We
      believe each of these persons has sole voting and investment power over the
      shares they own, except as noted for Mr. Talari and FutureTech. The address
      of
      our directors and executive officers is our address.




NUMBER
                OF SHARES
            
            PERCENTAGENAME
            
            Before
                Distribution
            
            After
                Distribution
            
            Before
                Distribution
            
            After
                DistributionSadruddin
                Currimbhoy
            
            
            0
            
            
            50,000
            
            
            0.000
            %
            
            0.146
            %R.
                Derek Haake
            
            
            0
            
            
            25,000
            
            
            0.000
            %
            
            0.073
            %Cristino
                L. Perez
            
            
            0
            
            
            55,000
            
            
            0.000
            %
            
            0.160
            %Saeed
                Talari (1) (2)
            
            
            33,544,858
            
            
            14,036,000
            
            
            100.000
            %
            
            40,927
            %Directors
                & executive officers as a group (4 persons)
            
            
            0
            
            
            14,166,000
            
            
            0.000
            %
            
            41.306
            %Hathaway
                Corp. (1)
            
            
            33,544,858
            
            
            0
            
            
            100.000
            %
            
            0.000
            %449
                Central Avenue, Suite 101, St. Petersburg, FL 33701FutureTech
                (1) (2)
            
            
            0
            
            
            12,948,500
            
            
            0.000
            %
            
            38.601
            %475
                Central Avenue, Suite B100, St. Petersburg, FL 33701




39


(1)
      These
      shares are legally owned by Hathaway; however, Mr. Talari owns directly and
      through FutureTech 41.780 percent of Hathaway's issued and outstanding common
      stock, which may enable him to influence the vote of our shares, even though
      his
      is not a director or officer of Hathaway.





(2)
      Mr.
      Talari will own 1,087,500 of our shares both legally and beneficially, and
      12,948,500 of our shares beneficially, the legal ownership being held by
      FutureTech which is entirely owned by Mr. Talari.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE**





During
      fiscal year 2007, we have not entered into and do not plan to enter into any
      transactions with our directors and executive officers, outside of normal
      employment transactions, or with their relatives and entities they control;
      except the following:





-
      We have
      borrowed $196,198 for working capital through March 31, 2007 from Mr. Talari
      at
      five percent interest per annum on a written $350,000 line of credit agreement
      he extended to us on September 1, 2005. Accrued interest through March 31,
      2007,
      is $9,400. We believe the terms of this line of credit are more favorable
      than we could have obtained from an unrelated third party, if we could have
      obtained a line of credit from a third party at all.





We
      do not
      anticipate entering into any future transactions with our directors, officers
      and affiliates.





**ITEM
      13. EXHIBITS**





Exhibit
      16 Letter on change in certifying accountant





Exhibit
      31.A Rule 13a-14(a) certification of chief executive officer





Exhibit
      31.B Rule 13a-14(a) certification of chief financial officer





Exhibit
      32.A Section 1350 certification of chief executive officer





Exhibit
      32.B Section 1350 certification of chief financial officer





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





*Audit
      Fees* - For
      our fiscal years ended June 30, 2007 and 2006, we were billed approximately
      $42,446 and $-0-, respectively, for professional services rendered for the
      audit
      of our financial statements.  We also were billed approximately $4,000 and
      $-0- for the review of financial statements included in our periodic reports
      filed with the Securities and Exchange Commission for our fiscal year ended
      December 31, 2007.





*Audit-Related
      Fees* -
      None





*Tax
      Fees* -
      None





*All
      Other Fees* - We did
      not incur any other fees related to services rendered by our principal
      accountant for the fiscal year ended December 31, 2007.


40




**SIGNATURES**
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.


Opticon
              Systems, Inc.By:
            /s/
                Sadruddin CurrimbhoySadruddin
                Currimbhoy, Chief Executive Officer,Chief
                Operating Officer and President





October
      15, 2007




/s/
                Sadruddin CurrimbhoySadruddin
                Currimbhoy Chief Executive Officer,Chief
                Operating Officer and Director





Date:
      October 15, 2007





/s/
                R. Derek HaakeR.
                Derek HaakeDirector




Date:
      October 15, 2007





/s/
                Cristino L. PerezCristino
                L. PerezChief
                Financial Officer andPrincipal
                Accounting Officer





Date:
      October 15, 2007





/s/
                Saeed TalariSaeed
                TalariDirector




41