UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

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

For the quarterly period ended June 28, 2009

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

For the transition period from ______to______.

OPTEX SYSTEMS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		333-143215		33-143215
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1420 Presidential Drive, Richardson, TX		75081-2439
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 972-238-1403

(Former Name or Former Address if Changed Since Last Report)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o Not applicable.

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes x No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 4, 2009: 141,464,940 shares of common stock.

OPTEX SYSTEMS HOLDINGS, INC.

FORM 10-Q

June 28, 2009

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition	5
Item 3	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4T.	Control and Procedures	14

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	14
Item 1A	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Submission of Matters to a Vote of Security Holders	20
Item 5.	Other Information	20
Item 6.	Exhibits and Reports on Form 8-K	20

SIGNATURE

Item 1. Financial Information

OPTEX SYSTEMS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 28, 2009

OPTEX SYSTEMS HOLDINGS, INC.

BALANCE SHEETS AS OF JUNE 28, 2009 (UNAUDITED) AND SEPTEMBER 28, 2008 (RESTATED)			F-1

STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 28, 2009 AND JUNE 29, 2008 (UNAUDITED)			F-3

STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JUNE 28, 2009 AND JUNE 29, 2008 (UNAUDITED)			F-4

STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)			F-6

FINANCIAL STATEMENT FOOTNOTES (UNAUDITED)			F-7

Optex Systems Holdings, Inc.
(formerly known as Sustut Exploration, Inc.
Condensed Consolidated Balance Sheets

	June 28, 2009 (unaudited)			September 28, 2008 (restated)

ASSETS

Current Assets
Cash and Cash Equivalents	$	492,325		$	170,183
Accounts Receivable		3,228,098			2,454,235
Net Inventory		6,843,017			4,547,726
Prepaid Expenses		158,797			307,507

Total Current Assets	$	10,722,237		$	7,479,651

Property and Equipment
Property, Plant and Equipment		1,341,271			1,314,109
Accumulated Depreciation		(1,073,745	)		(994,542	)

Total Property and Equipment	$	267,526		$	319,567

Other Assets
Security Deposits		20,684			20,684
Intangibles, net of accumulated amortization of $1,553,394 and $370,371, respectively.		2,483,395			1,100,140
Goodwill		7,110,415			10,047,065

Total Other Assets	$	9,614,494		$	11,167,889

Total Assets	$	20,604,257		$	18,967,107

The accompanying notes are an integral part of these financial statements

F-1

Optex Systems Holdings, Inc.
(formerly known as Sustut Exploration, Inc.)
Balance Sheets – Continued

	Unaudited June 28, 2009			September 28, 2008 (Restated)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts Payable	$	3,223,278		$	1,821,534
Accrued Expenses		628,492			798,974
Accrued Warranties		314,446			227,000
Accrued Contract Losses		687,111			821,885
Loans Payable		-			373,974
Interest on Loans Payable		11,101			-
Income Tax Payable		85,179			4,425

Total Current Liabilities	$	4,949,607		$	4,047,792

Other Liabilities
Note Payable		-			2,000,000
Accrued Interest on Note		-			336,148
Due to Parent		-			4,300,151

Total Other Liabilities		-		$	6,636,299

Total Liabilities	$	4,949,607		$	10,684,091

Stockholders' Equity
Optex Systems Holdings, Inc. – (par $0.001, 300,000,000 authorized, 141,464,940 and 113,333,282 shares issued and outstanding as of June 28, 2009 and September 28, 2008, respectively)		141,465			113,333
Optex Systems Holdings, Inc. Preferred Stock (.001 par 5,000 authorized, 1027 series A preferred issued and outstanding)		1			-
Additional Paid-in-capital		22,087,136			14,080,383
Retained Earnings (Deficit)		(6,573,952	)		(5,910,700	)

Total Stockholders' Equity	$	15,654,650		$	8,283,016

Total Liabilities and Stockholders' Equity	$	20,604,257		$	18,967,107

The accompanying notes are an integral part of these financial statements

F-2

Optex Systems Holdings, Inc.

(formerly known as Sustut Exploration, Inc.)

Condensed Consolidated Statement of Operations

	Unaudited Three months ended						Unaudited Nine months ended
	June 28, 2009			June 29, 2008			June 28, 2009			June 29, 2008

Revenues	$	6,983,930		$	3,881,053		$	20,956,300		$	13,925,073

Total Cost of Sales		6,417,926			2,851,287			18,874,888			11,716,785

Gross Margin	$	566,004		$	1,029,766		$	2,081,412		$	2,208,288

General and Administrative
Salaries and Wages		176,869			253,594			524,911			744,119
Employee Benefits & Taxes		29,716			76,438			229,342			246,071
Employee Stock Bonus Plan		-			100,174			-			279,034
Amortization of Intangible		101,159			54,123			303,475			169,368
Rent, Utilities and Building Maintenance		50,838			69,959			163,273			160,999
Investor Relations		88,326			-			88,326			-
Legal and Accounting Fees		128,274			20,166			296,987			117,695
Consulting and Contract Service Fees		43,210			66,678			177,788			267,222
Travel Expenses		16,294			28,376			41,317			116,338
Corporate Allocations		-			508,275			-			1,450,905
Board of Director Fees		37,500			-			87,500			-
Other Expenses		87,749			47,127			183,686			124,729
Total General and Administrative	$	759,935		$	1,224,910		$	2,096,605		$	3,676,480

Operating Income (Loss)	$	(193,931	)	$	(195,144	)	$	(15,193	)	$	(1,468,192	)

Other Expenses
Other (Income) and Expense		(351	)		3			(1,434	)		(499	)
Interest (Income) Expense - Net		-			46,000			184,202			145,503
Total Other	$	(351	)	$	46,003		$	182,768		$	145,004

Income (Loss) Before Taxes	$	(193,580	)	$	(241,147	)	$	(197,961	)	$	(1,613,196	)
Income Taxes (Benefit)		114,973			-			465,291			-

Net Income (Loss) After Taxes	$	(308,553	)	$	(241,147	)	$	(663,252	)	$	(1,613,196	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted Average Common Shares Outstanding (1)		141,464,940			113,333,282			122,744,977			113,333,282

1. The three months and nine months ended June 29, 2008 are shown depicting the effects of recapitalization on the equivalent shares issued as of the dates presented as if the March 30, 2009 reverse merger had occurred during those periods.

The accompanying notes are an integral part of these financial statements

F-3

Optex Systems Holdings, Inc.
(formerly known as Sustut Exploration, Inc.)
Condensed Consolidated Statement of Cash Flows

	Unaudited Nine months ended			Unaudited Nine months ended
	June 28, 2009			June 29, 2008

Cash flows from operating activities:
Net Loss	$	(663,252	)	$	(1,613,196	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	$	1,632,598		$	570,566
Provision for (use of) allowance for inventory valuation		185,636			-
Noncash interest expense		180,382			145,503
Stock Option Compensation expense (1)		15,174			-
(Increase) decrease in accounts receivable		(773,863	)		460,783
(Increase) decrease in inventory (net of progress billed)		(2,480,927	)		321,273
(Increase) decrease in other current assets		336,210			(190,829	)
Increase (decrease) in accounts payable and accrued expenses		1,230,803			(510,043	)
Increase (decrease) in accrued warranty costs		87,446			-
Increase (decrease) in due to parent		1,428			1,595,954
Increase (decrease) in accrued estimated loss on contracts		(134,774	)		(1,021,761	)
Increase (decrease) in income taxes payable		85,179			-
Total adjustments	$	365,292		$	1,371,446
Net cash used in operating activities	$	(297,960	)	$	(241,750	)

Cash flows from investing activities:
Purchases of property and equipment		(27,162	)		(103,974	)
Net cash used in investing activities	$	(27,162	)	$	(103,974	)

Cash flows from financing activities:
Private Placement, net of issuance costs		874,529			-
Proceeds (to) from Loans Payable - Qioptic		(227,265	)		-

Net cash provided by financing activities	$	647,264			-

Net increase (decrease) in cash and cash equivalents		322,142			(345,724	)
Cash and cash equivalents at beginning of period		170,183			504,753
Cash and cash equivalents at end of period	$	492,325		$	159,029

F-4

Optex Systems Holdings, Inc.
Statements of Cash Flows (continued)

	Unaudited Nine months ended			Unaudited Nine months ended
	June 28, 2009			June 29, 2008

Noncash investing and financing activities:

Optex Delaware purchase of Optex Systems from IRSN
Liabilities not assumed
Loan Payable	$	2,000,000			-
Accrued Interest on Loan Payable		345,648			-
Income Taxes Payable attributable to Irvine		4,425			-
Due to Parent (IRSN)		4,301,579			-

Total liabilities not assumed	$	6,651,652			-

Debt Incurred for Purchase (converted to Series A preferred stock)		(6,000,000	)		-
Additional Purchased Intangible Assets		2,936,650
Decrease to Goodwill		(2,936,650	)		-
Recapitalization of Stockholders' Equity in Connection with sale to Optex Systems Inc. – Delaware		(1,102,566	)		-

Effect on additional paid in capital	$	(450,914	)		-

Conversion of Debt to Series A Preferred Stock
Additional Paid in Capital (6,000,000 Debt Retirement plus accrued interest of $159,780)		6,159,780			-

Issuance of Common shares in exchange for Investor Relations Services
Additional Paid in Capital (1,250,000 shares issued at $0.001 par) (1)		187,500			-

Supplemental cash flow information:
Cash paid for interest		3,817			-
Cash paid for taxes		380,112			-

(1) See Note 11 - Subsequent Events regarding change in Investor Relations. 700,000 of these shares were returned to the Company subsequent to the quarter end. The accompanying notes are an integral part of these financial statements

F-5

Optex Systems Holdings, Inc.

(formerly known as Sustut Exploration, Inc.)

Statement of Stockholders' Equity

	Common		Series A						Additional					Total
	Shares		Preferred		Common		Preferred		Paid in		Retained			Stockholders
	Outstanding		Shares		Stock		Series A Stock		Capital		Earnings			Equity

Balance at September 28, 2008		113,333,282			$	113,333			$	14,080,383	$	(5,910,700	)	$	8,283,016

Net Liabilities not Assumed in Optex Texas Acquisition										651,652					651,652

Conversion of $6,000,000 of Debt and Interest to Series A preferred shares				1,027				1		6,159,780					6,159,781

Sustut Exploration Reorganization		19,999,991				20,000				167,500					187,500