UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 2, 2009.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR
THE TRANSITION PERIOD FROM ______________ TO _____________.
COMMISSION FILE NUMBER: 0-1455
OPT-SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 21-0681502
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1912 BANNARD STREET, CINNAMINSON, NEW JERSEY 08077
(Address of principal executive offices) (Zip Code)
(856) 829-2800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer(Do not check [ ] Smaller reporting company [X]
if smaller reporting company)
Indicate by check mark whether the registrant is a shell company(as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date: 775,585 Shares of Common Stock,
par value $0.25, were outstanding as of May 2, 2009.
FORM 10-Q SECOND QUARTER REPORT - FISCAL YEAR 2009
OPT-SCIENCES CORPORATION AND SUBSIDIARY
PAGE
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements ........................................... 3
Consolidated Balance Sheets for
May 2, 2009 (unaudited) and November 1, 2008 ................ 4
Consolidated Statements of Income and Retained Earnings
(unaudited) for thirteen and twenty six weeks ended May 2, 2009
and thirteen and twenty six weeks ended April 26, 2008 ...... 5
Consolidated Statements of Cash Flows (unaudited)for
twenty six weeks ended May 2, 2009 and twenty six
weeks ended April 26, 2008 .................................. 6
Notes to Consolidated Financial Statements ..................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Result of Operations ........................................... 8
Cautionary Statement Regarding Forward-Looking Information
Critical Accounting Policies and Estimates
Executive Summary
Results of Operations
Financial Condition
Item 3 Quantitative and Qualitative Disclosure About Market Risk ...... 12
Item 4. Controls and Procedures ........................................ 12
PART II OTHER INFORMATION
Item 1. Legal Proceedings .............................................. 12
Item 1A Risk Factors ................................................... 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .... 13
Item 3. Defaults Upon Senior Securities ................................ 13
Item 4. Submission of Matters to a Vote of Security Holders ............ 13
Item 5. Other Information .............................................. 13
Item 6. Exhibits ....................................................... 13
Signatures .............................................................. 14
Exhibit 31.1 ............................................................. 14
Exhibit 32.1 ............................................................. 15
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
ASSETS
May 2, 2009 November 1, 2008
(unaudited)
CURRENT ASSETS
Cash and cash equivalents $6,867,692 $6,926,000
Trade accounts receivable 571,536 1,119,550
Inventories 657,422 611,180
Prepaid expenses 12,373 18,294
Prepaid income taxes 229,855 -0-
Loans and exchanges 6,743 6,768
Deferred income taxes 103,363 112,216
Marketable securities 592,680 670,318
Total current assets 9,041,664 9,464,326
PROPERTY AND EQUIPMENT
Land 114,006 114,006
Building and improvements 606,244 567,624
Machinery and equipment 2,078,502 1,559,418
Small tools 53,580 53,580
Furniture and fixtures 14,683 8,775
Office equipment 76,742 74,611
Automobiles 71,211 71,211
Total property and
equipment 3,014,968 2,449,225
Less: accumulated depreciation 1,854,082 1,757,880
Net property and equipment 1,160,886 691,345
OTHER ASSETS
Deposits 2,837 244,904
Total assets $10,205,387 $10,400,575
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
May 2, 2009 November 1, 2008
(unaudited)
CURRENT LIABILITIES
Accounts payable - trade $ 107,758 $ 203,282
Accrued income taxes -0- 40,912
Accrued salaries and wages 89,315 268,758
Accrued professional fees 61,750 50,500
Other current liabilities 18,032 29,546
Total current liabilities 276,855 592,998
STOCKHOLDERS' EQUITY
Common capital stock - par value
$.025 per share - authorized
and issued 1,000,000 shares 250,000 250,000
Additional paid in capital 272,695 272,695
Retained earnings 9,778,291 9,669,071
Accumulated other comprehensive income
Unrealized holding (loss) gain
on marketable securities (185,236) (196,971)
Less treasury stock at cost -
224,415 shares (187,218) (187,218)
Total stockholders' equity 9,928,532 9,807,577
Total liabilities and
stockholders' equity $10,205,387 $10,400,575
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (unaudited)
Thirteen Thirteen Twenty-Six Twenty-Six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
May 2, 2009 April 26, 2009 May 2, 2009 April 26, 2009
NET SALES $1,143,751 $1,625,429 $2,585,850 $3,004,383
COST OF SALES 891,901 1,128,038 2,034,216 2,027,963
Gross profit
on sales 251,850 497,391 551,634 976,420
OPERATING EXPENSES
Sales & delivery 1,998 14,910 7,088 22,909
General and
administrative 180,291 204,158 388,129 480,256
Total operating
expenses 182,289 219,068 395,217 503,165
Operating income 69,561 278,323 156,417 473,255
OTHER INCOME 18,231 54,158 17,803 118,801
Income before taxes 87,792 332,481 174,220 592,056
FEDERAL AND STATE
INCOME TAXES 32,500 143,000 65,000 254,600
Net income 55,292 189,481 109,220 337,456
RETAINED EARNINGS -
beginning of
period 9,722,999 8,958,351 9,669,071 8,810,376
RETAINED EARNINGS -
end of
period $9,778,291 $9,147,832 9,778,291 $9,147,832
EARNINGS PER SHARE OF
COMMON STOCK 0.07 0.24 0.14 0.44
Average shares of stock
outstanding 775,585 775,585 __775,585 775,585
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
May 2, 2009 April 26, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 109,220 $ 337,456
Adjustments to reconcile net income to net
cash (used) provided by operating activities:
Depreciation 96,202 53,882
Loss on sale of securities 54,600 18,397
Decrease (increase) in:
Accounts receivable 548,014 (188,539)
Inventories (46,242) (47,004)
Prepaid expenses 5,921 8,078
Prepaid Income Taxes (229,855) (27,920)
Loans and exchanges 25 (212)
(Decrease) increase in:
Accounts payable (95,524) (22,084)
Accrued income taxes (40,912) (267,980)
Accrued salaries and wages (179,443) (122,464)
Accrued professional fees 11,250 (15,925)
Other current liabilities (11,514) 7,364
Net cash (used) provided by
operating activities 221,742 (266,951)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (323,676) (64,146)
Purchases of securities (39,705) (236,072)
Proceeds from sales of securities 83,331 93,221
Net cash (used) by
investing activities (280,050) (206,997)
(Decrease)in cash (58,308) (473,948)
Cash and cash equivalents
at beginning of period 6,926,000 6,777,104
Cash and cash equivalents
at end of period $6,867,692 $6,303,156
SUPPLEMENTAL DISCLOSURES:
Income taxes paid $ 335,767 $ 550,500
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the accounts of
Opt-Sciences Corporation, Inc. and its wholly-owned subsidiary, O&S Research,
Inc. All significant intercompany accounts and transactions have been
eliminated in consolidation.
These consolidated financial statements have been prepared by the Company,
without audit, and reflect normal recurring adjustments which, in the opinion
of management, are necessary for a fair presentation of the results for the
first six months of the Company's fiscal year 2009. These consolidated
financial statements do not include all disclosures associated with annual
consolidated financial statements and, accordingly, should be read in
conjunction with footnotes contained in the Company's consolidated financial
statements for the year ended November 1, 2008 together with the auditors'
report filed as part of the Company's 2008 Annual Report on Form 10-KSB.
The preparation of these consolidated financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. The Company bases its estimates
on historical experience and on various other assumptions that are believed
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
2. INVENTORIES
Inventories consisted of the following:
May 2, 2009 November 1, 2008
(Unaudited)
Raw materials and supplies $216,016 $216,404
Work in progress 369,188 328,852
Finished goods 72,218 65,924
Total Inventory $657,422 $611,180
End of quarter inventories are stated at the lower of cost (first-in, first-
out) or market. The inventory appearing on unaudited quarterly financial
statements and in this Form 10-Q is based on estimates derived from an
unaudited physical inventory count of work-in-progress and raw materials. A
physical inventory is conducted at the end of the fiscal year in connection
with the Company's audited financial statements and preparation of its Form
10-K. The Company provides for estimated obsolescence on unmarketable
inventory based upon assumptions about future demand and market conditions.
If actual demand and market conditions are less favorable than those
projected by management, additional inventory write downs may be required.
Inventory, once written down, is not subsequently written back up, as these
adjustments are considered permanent adjustments to the carrying value of the
inventory.
3. REVENUE RECOGNITION
The Company recognizes revenue in accordance with U.S. GAAP and SEC Staff
Accounting Bulletin ("SAB") No. 104, Revenue Recognition. SAB No. 104
requires that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery
has occurred or services have been rendered; (3) the price to the buyer is
fixed and determinable; and (4) collectability is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgments
regarding the fixed nature of the price to the buyer charged for products
delivered or services rendered and collectability of the sales price. The
Company assesses credit worthiness of customers based upon prior history with
the customer and assessment of financial condition. The Company's shipping
terms are customarily FOB shipping point.
4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Standards Accounting Board (FASB) issued
interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
interpretation of FASB statement No. 109. Interpretation 48 clarifies the
accounting for uncertainty in income taxes recognized in an entity's
financial statements in accordance with Statement 109 and prescribes a
recognition threshold and measurement attribute for financial statement
recognition and measurement of a tax position taken or expected to be taken
in a tax return. Additionally, Interpretation 48 provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. Interpretation 48 is effective for
fiscal years beginning after December 15, 2006 with early adoption permitted.
We adopted Interpretation 48 for our fiscal year 2008, and it had no impact
on our current financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
We make statements in this Report, and we may from time to time make other
statements, regarding our outlook or expectations for earnings, revenues,
expenses and/or other matters regarding or affecting the Company that are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Forward-looking statements are typically identified by
words such as "believe," "expect," "anticipate," "intend," "outlook,"
"estimate," "forecast," "project" and other similar words and expressions.
Forward-looking statements are subject to numerous assumptions, risks and
uncertainties, which change over time. Forward-looking statements speak only
as of the date they are made. We do not assume any duty and do not undertake
to update our forward-looking statements. Actual results or future events
could differ, possibly materially, from those that we anticipated in our
forward-looking statements, and future results could differ materially from
our historical performance. Our forward-looking statements are subject to
risks and uncertainties including those discussed in the Risk Factors section
of this Quarterly Report and in our other filings with the SEC.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's discussion and analysis of financial condition and results of
operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP"). The preparation of
these financial statements requires the Company to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues
and expenses. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions. Specifically, inventory is estimated
quarterly and reconciled at the end of the fiscal year when a comprehensive
physical count is conducted (also see Notes to Consolidated Financial
Statements, Note 1 Summary of Significant Accounting Policies and Note 2
Inventories).
EXECUTIVE SUMMARY
Opt-Sciences Corporation, through its wholly owned subsidiary, O & S
Research, Inc., both New Jersey corporations, manufactures anti-glare and
transparent conductive optical coatings which are deposited on glass used
primarily to cover instrument panels in aircraft cockpits. The Company's
business is highly dependent on a robust commercial, business, regional and
military aircraft market. The international financial crisis has affected
purchasers of commercial, business and regional aircraft by inhibiting their
ability to finance and their desire to purchase new airplanes. We recognized
second quarter sales of $1,143,751 and net income of $55,292. Sales are down
21% from the first quarter of Fiscal Year 2009. Compared to the second
quarter of 2008, sales are down 30%. We currently expect that third quarter
sales may be less than $1,000,000. All of our markets continue to weaken and
they may deteriorate further than we project. During the second quarter of
2009, the Company booked $1,063,000 in new orders compared to $1,136,000 in
new orders booked for the first quarter of 2009 and $2,232,000 for the second
quarter of FY 2008. Our backlog of unshipped orders was approximately
$1,397,000 at the end of the second quarter, down approximately 5.5% from
$1,478,000 at the end of the first quarter of 2009. We generally have a four
to twelve week delivery cycle depending on product complexity, available
plant capacity and required lead time for specialty raw materials such as
polarizers or filter glass. Our sales tend to fluctuate from quarter to
quarter because all orders are custom manufactured and customer orders are
generally scheduled for delivery based on our customer's need date and not
based on our ability to make shipments. In the current economic environment,
customers are less inclined to book new orders and more inclined to defer
delivery on orders already booked. Accordingly, backlog of unshipped orders
is a less reliable indicator of deliveries expected to be made in the
following quarter. Since the Company has two customers that together
represent over 60% of sales, any significant change in the requirements of
either of those customers has a direct impact on our revenue for the quarter.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED MAY 2, 2009 COMPARED WITH THIRTEEN WEEKS ENDED APRIL 26,
2008
Net Sales.
Net sales for the second quarter ended May 2, 2009 were $1,143,751 which is
$481,678 and 30% less than the net sales of $1,625,429 for the same quarter
last year. This significant decrease in sales is primarily the result of the
rapid decline in business jet demand as a result of the deterioration of the
global economy.
Cost of Sales.
Cost of sales for the quarter ended May 2, 2009 decreased $236,137 or 21% to
891,901 or 78% of sales, compared to $1,128,038 or 65% of sales, for the
second quarter last year. This decrease in cost of sales is primarily related
to the decline in sales. The cost of sales as a percentage of sales has
increased because the Company is operating less efficiently than during the
same period last year. We have downsized operations and capacity to current
levels making sure not to jeopardize our ongoing operations. This was
necessary as an adjustment to the rapid deterioration of the business jet
market caused by the downturn in the global economy. Cost of sales is
comprised of raw materials, manufacturing direct labor and overhead expenses.
The overhead portion of cost of sales is primarily comprised of salaries,
benefits, building expenses, production supplies, and maintenance costs
related to our production, inventory control and quality departments.
Gross Profit.
Gross profit for the quarter ended May 2, 2009 decreased $245,541 to $251,850
or 22% of sales from $497,391 or 30% of sales reported for the same quarter
last year, primarily for the reasons referred to in the above paragraph.
Operating Expenses.
Operating expenses decreased $36,779 or 36% to $182,289 from $219,068 for the
same quarter last year. The primary reason was elimination of the accrual of
year end employee bonuses in light of the current and future economic
challenges the company faces. Operating expenses consist of marketing and
business development expenses, professional expenses, salaries and benefits
for executive and administrative personnel, hiring, legal, accounting, and
other general corporate expenses.
Operating Income.
The Company realized operating income of $69,561 or 6% of sales, for the
quarter ended May 2, 2009, compared to operating income of $278,323 or 17.1%
of sales, for the same quarter last year.
Other Income (Expenses).
Other income of $18,231 for the second quarter of fiscal year 2009 decreased
$35,927 from $54,158 for the same quarter last year, primarily due to losses
realized on sale of securities.
Provisions for Income Tax.
Income tax expense for the second quarter ended May 2, 2009 was $32,500 or
37% of pre-tax income, compared to $143,000 and 43% of pre-tax income for the
second quarter ended April 26, 2008. This reduction in average income tax
rate is due to a reduction in estimated effective income resulting in
a lower percentage of income being taxed at the highest rate.
Net Income
Net income for the second quarter ended May 2, 2009 was $55,292 or $.07 per
share, compared to net income of $189,481 or $.24 per share, for the second
quarter ended April 26, 2008.
SIX MONTHS ENDED MAY 2, 2009 COMPARED WITH SIX MONTHS ENDED
APRIL 26, 2008
Net Sales.
Net sales for the six months ended May 2, 2009 were $2,585,850 which is
$418,533 and 14% less than the net sales of $3,004,383 for the same six month
period last year. This is primarily due to reduced customer demand for the
company's products in the current economic downturn.
Cost of Sales.
Cost of sales for the six months ended May 2, 2009 was $2,034,216 or 79% of
sales, compared to $2,027,963 or 67.5% of sales, for the same period last
year. The increase in cost of sales by $6,253 despite the reduction in sales
is directly related to the buildup of excess capacity during the first
quarter and the inability to quickly respond as sales dropped and orders were
either canceled or deferred.
Gross Profit.
Gross profit for the six months ended May 2, 2009 decreased $424,786 to
$551,634 or 21% of sales, from $976,420 or 32.5% of sales, reported for the
same period last year. The decrease in total gross profit, and the decline
in gross profit as a percent of revenues, was primarily a result of the rapid
decline in sales and the loss of significant economies of scale.
Operating Expenses.
Operating expenses decreased by $107,948 and 22% from $503,165 during the six
month period ended April 26, 2008 to $395,217 during the six month period
ended May 2, 2009 primarily due to decreased sales.
Operating Income.
The Company realized operating income of $156,417 or 6% of sales, for the six
month period ended May 2, 2009, compared to operating income of $473,255 or
15.8% of sales, for the same period last year. The $316,838 decrease is the
result of reduced gross margin noted above.
Other Income.
Other income of $17,803 for the six month period ended May 2, 2009 decreased
$100,998 from $118,801 for the same period for last year, primarily due to
losses realized on sale of securities.
Income Tax.
Income tax expense for the six month period ended May 2, 2009 was $65,000 and
37% of total income, compared to $254,600 and 43% of total income for the six
month period ended April 26, 2008.
Net Income/Loss.
Net income for the six month period ended May 2, 2009 declined $228,236 and
68% to $109,220 or $0.14 per share, compared to net income of $337,456 or
$0.44 per share for the prior comparable period.
Financial Condition
The Company utilizes its working capital to finance current operations and
capital improvements. Cash and cash equivalents have decreased from
$6,926,000 at the end of the fiscal year on November 1, 2008 to $6,867,692
for the sixth month period ended May 2, 2009. Because of market conditions at
this time, the Company has decided to postpone an order for another coating
machine until firmer guidance can be provided on the recovery of the economy,
specifically the aerospace sector. The decrease in cash and cash equivalents
is primarily a result of the purchase and installation of a vacuum coating
machine in the first quarter of this fiscal year, as well as periodic
fluctuations in net income and net receipts, if any, from trading in the
Company's portfolio of securities. The Company maintains a strong liquidity
in its current position in order to improve its ability to deal with the
risks and uncertainties identified below.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting Company" as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by Item 3.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated
the effectiveness of our disclosure controls and procedures as defined in
Rules 13a-15 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as of the end of the period covered by this
quarterly report. Based on such evaluation, our CEO and CFO has concluded
that, as of the end of the period covered by this quarterly report, our
disclosure controls and procedures are effective. Disclosure controls and
procedures are controls and procedures designed to ensure that information
required to be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms and include controls and procedures
designed to ensure that information we are required to disclose in such
reports is accumulated and communicated to management, including our CEO and
CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial
reporting that occurred during the quarter ended May 2, 2009 or thereafter
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently subject to any litigation.
ITEM 1A RISK FACTORS
The Company faces numerous financial challenges and risks. In our view, the
following are among the most important:
- The longevity and ultimate depth of financial declines related to our
current economic recession are not known; however, that recession is
having a severe and adverse impact on our customers and
market.
- The turbulence in financial markets is adversely affecting our
investment portfolio, which may continue to decline in value.
- Our deposits in bank accounts are concentrated in two banks and such
deposits are not fully covered by deposit insurance.
- The Company's historic aircraft instrument glass wedges are being
purchased less frequently than LCD displays and are becoming
technologically obsolete.
- LCD displays now commonly used for new aircraft instruments are larger
in size than the smaller, specialized lenses they replace. The LCD
display design requires a simpler less expensive cover glass that the
Company manufactures. Businesses not active in the glass wedge market can
more easily manufacture the cover glasses for LCDs in competition with
the Company.
- The Company has become more active in the market for providing cover
glass with both conductive coating and anti reflective coating. In
anticipation of increased demand for such products, the Company has
purchased and installed a new vacuum coating chamber. If the Company
expectations for demand are incorrect, the Company will have devoted
significant resources to installing unnecessary manufacturing capacity.
- We face increasing competition from established companies that have
significantly greater resources. Certain of our competitors enjoy
substantial competitive advantages, such as:
(a) Greater corporate name recognition, larger marketing budgets and
greater resources,
(b) Established marketing relationships and access to larger customer
bases, and
(c) Substantially greater financial, technical and other resources.
- - We expect that Section 404 of the Sarbanes-Oxley Act of 2002 will
require that our public accounting firm audit our internal controls in a
subsequent fiscal year. The Company expects its operating expenses will
increase further as a result of the costs associated with implementation
of and maintaining compliance with Section 404 and other provisions of
the Sarbanes-Oxley Act.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We did not solicit proxies for the Annual Stockholders Meeting held on March
25, 2009. The Board of Directors, as previously reported to the SEC, was
reelected in its entirety with 535,640 votes cast in support of the
reelection of each of the directors.
ITEM 5. OTHER INFORMATION
The registrant does not have in place procedures by which
stockholders may recommend nominees to the registrant's Board of Directors.
ITEM 6. EXHIBITS
(A) Exhibits
The Documents listed below are being filed as exhibits herewith.
Exhibit Number Description of Document
31.1 Officer's Certificate pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Officer's Certificate pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.
OPT-SCIENCES CORORATION
By: /s/Anderson L. McCabe
------------------------
Anderson L. McCabe
Chief Executive Officer
and Chief Financial Officer
Dated: June 15, 2009
EXHIBIT 31.1
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
I, Anderson L. McCabe, as CEO and CFO of Opt-Sciences Corporation, certify
that:
1. I have reviewed this quarterly report of Opt-Sciences Corporation;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of Opt-Sciences
Corporation as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for Opt-Sciences Corporation and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to Opt-Sciences Corporation,
including its consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of Opt-Sciences Corporation's disclosure
controls and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in Opt-Sciences Corporation's
internal control over financial reporting that occurred during Opt-Sciences
Corporation's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, Opt-Sciences Corporation's internal
control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to Opt-Sciences Corporation's auditors and the
audit committee of Opt-Sciences Corporation's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect Opt-Sciences Corporation's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in Opt-Sciences Corporation's internal
control over financial reporting.
/s/Anderson L. McCabe
---------------------
Name: Anderson L. McCabe
Title: Chief Executive Officer/
Chief Financial Officer
Dated: June 15, 2009
EXHIBIT 32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
I, Anderson L. McCabe as CEO and CFO of Opt-Sciences Corporation (the
"Company"), certify to my knowledge, pursuant to section 906 of the Sarbanes-
Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period
ended May 2, 2009 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
or 78o(d)); and
(2)the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/Anderson L. McCabe
---------------------
Name: Anderson L. McCabe
Title: Chief Executive Officer/
Chief Financial Officer
Dated: June 15, 2009
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