UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

(Amendment No. 3)

PRECISION OPTICS CORPORATION, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

740294301

(CUSIP Number)

December 13, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 740294301

1.	Names of Reporting Persons:
	Stuart Sternberg
	I.R.S. Identification Nos. of above persons (entities only).

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)	Not Applicable

3. SEC Use Only

4.	Citizenship or Place of Organization	United States
Number of Shares Beneficially by Owned by Each Reporting Person With:

5.	Sole Voting Power	884,467
6.	Shared Voting Power	0
7.	Sole Dispositive Power	884,467
8.	Shared Dispositive Power	0

9. Aggregate Amount Beneficially Owned by Each Reporting person 884,467

10.	Check if the Aggregate Amount in row (9) Excludes Certain Shares (see Instructions)
11.	Percent of Class Represented by Amount in Row (9)                        6.7% (based upon 13,191,789 shares reported as outstanding on February 12, 2021 in the issuer’s Quarterly Report on Form 10-Q filed on February 16, 2021).

12. Type of Reporting Person (See Instructions) IN

Item 1(a). Name of Issuer:

Precision Optics Corporation, Inc.

1(b). Address of Issuer’s Principal Executive Offices:

22 East Broadway, Gardner, MA 01440

Item 2(a). Name of Person Filing:

Stuart Sternberg

Item 2(b). Address of Principal Business Office or, if None, Residence:

555 5th Ave NE, Unit 1043, St. Petersburg, FL 33701

Item 2(c). Citizenship

United States

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2(e). CUSIP Number

740294301

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	o	An investment advisor in accordance with § 240.13d-(b)(1)(ii)(E).
(f)	o	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 884,467

(b) Percent of class: 6.7% (based upon 13,191,789 shares reported as outstanding on February 12, 2021 in the issuer's Quarterly Report on Form 10-Q filed on February 16, 2021).

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote 884,467

(ii) Shared power to vote or to direct the vote 0

(iii) Sole power to dispose or to direct the disposition of 884,467

(iv) Shared power to dispose or to direct the disposition of 0

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 26, 2021	By:	/s/ Stuart Sternberg
		Stuart Sternberg