UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 30, 2010.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________.
Commission File Number: 0-1455
OPT-SCIENCES CORPORATION
(Exact name of registant 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)
(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 if Smaller reporting company) [X]
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 March 12, 2010.
FORM 10-Q FIRST QUARTER REPORT - FISCAL YEAR 2010
OPT-SCIENCES CORPORATION AND SUBSIDIARY
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1 .Financial Statements 3
Consolidated Balance Sheets for January 30, 2010 (unaudited) and
October 31, 2009 3
Consolidated Statements of Income and Retained Earnings
(unaudited) for thirteen weeks ended January 30, 2010
and thirteen weeks ended January 31, 2009 5
Consolidated Statements of Cash Flows (unaudited) for thirteen
weeks ended January 30, 2010 and thirteen weeks
ended January 31, 2009 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Result of Operations 9
Item 3. Quantitative and Qualitative Disclosure About Market Risk 11
Item 4T. Controls and Procedures 11
PART II OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 1A. Risk Factors 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits 12
Signatures 12
Exhibit 31.1 13
Exhibit 32.1 14
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
ASSETS
January 30, 2010 October 31, 2009
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 7,660,462 $ 7,606,849
Trade accounts receivable 467,911 594,167
Inventories 543,347 558,609
Prepaid expenses 11,290 13,482
Prepaid income taxes 160,500 138,200
Loans and exchanges 8,018 10,058
Marketable securities 493,021 469,468
------------ ------------
Total current assets 9,344,549 9,390,833
PROPERTY AND EQUIPMENT
Land 114,006 114,006
Building and improvements 606,244 606,244
Machinery and equipment 2,105,443 2,094,592
Small tools 53,580 53,580
Furniture and fixtures 11,803 10,438
Office equipment 82,651 82,651
Automobiles 71,211 71,211
------------ ------------
Total property and equipment 3,044,938 3,032,722
Less: accumulated
depreciation 1,990,133 1,950,701
Net property and equipment 1,054,805 1,082,021
OTHER ASSETS
Deposits 2,837 2,837
------------ ------------
Total assets $ 10,402,191 $ 10,475,691
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
January 30, 2010 October 31, 2009
(Unaudited)
CURRENT LIABILITIES
Accounts payable - trade $ 48,132 $ 41,761
Accrued salaries and wages 60,748 112,636
Accrued professional fees 48,440 69,695
Deferred income taxes 43,101 33,651
Other current liabilities 3,065 2,310
----------- -----------
Total current liabilities 203,486 260,053
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 9,911,392 9,940,851
Accumulated other comprehensive income:
Unrealized holding (loss)
on marketable securities ( 48,164) ( 60,690)
Less treasury stock at cost -
224,415 shares (187,218) (187,218)
------------ ------------
Total stockholders' equity 10,198,705 10,215,638
Total liabilities and
stockholders' equity $ 10,402,191 $ 10,475,691
Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(unaudited)
Thirteen Weeks Thirteen Weeks
Ended Ended
January 30, 2010 January 31, 2009
NET SALES $ 771,686 $ 1,442,099
COST OF SALES 646,148 1,142,315
Gross profit on sales 125,538 299,784
OPERATING EXPENSES
Sales & delivery 7,388 5,090
General and administrative 192,566 207,838
Total operating expenses 199,954 212,928
Operating income (loss) (74,416) 86,856
OTHER INCOME 22,627 (429)
Net (loss) income before taxes (51,759) 86,427
FEDERAL AND STATE
INCOME TAXES (22,300) 32,500
Net income (29,459) 53,927
RETAINED EARNINGS -
beginning of period 9,940,851 9,669,072
RETAINED EARNINGS -
end of period 9,911,392 9,722,999
EARNINGS (LOSS) PER SHARE OF
COMMON STOCK (0.04) 0.07
Average shares of stock
Outstanding 775,585 775,585
Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Thirteen Thirteen
Weeks Ended Weeks Ended
January 30, 2010 January 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (29,459) $ 53,927
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 39,432 84,001
Loss on sale of securities -0- 20,031
Decrease (increase) in:
Accounts receivable 126,256 242,282
Inventories 15,262 12,041
Prepaid expenses 2,192 7,087
Prepaid income taxes (22,300) -0-
Loans and exchanges 2,040 1,275
Deposits -0- 242,067
(Decrease) increase in:
Accounts payable 6,371 (73,392)
Accrued salaries and wages (51,888) (184,479)
Accrued professional fees (21,255) (8,155)
Accrued income taxes -0- (2,902)
Other current liabilities 755 11,641
------------ ------------
Net cash provided by
operating activities 67,406 384,229
CASH FLOWS FROM INVESTING ACTIVITIES
Additions of property and equipment (12,216) (565,743)
Purchases of securities (1,577) (17,155)
Proceeds from sale of securities -0- 60,883
Net cash (used) by
investing activities (13,793) (522,015)
------------ ------------
Increase (decrease) in cash 56,613 (137,786)
Cash and cash equivalents at
beginning of period 7,606,849 6,926,000
Cash and cash equivalents at
end of period $ 7,660,462 $ 6,788,214
SUPPLEMENTAL DISCLOSURES:
Income taxes paid $ -0- $ 35,402
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 statement of the results for the first
three months of the Company's fiscal year 2010. These consolidated financial
statements do not include all disclosures associated with annual consolidated
financial statements and, accordingly, should be read in conjunction with foot-
notes contained in the Company's consolidated financial statements for the year
ended October 31, 2009 together with the auditors' report filed as part of
the Company's 2009 Annual Report on Form 10-K.
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:
January 30, 2010 October 31, 2009
(Unaudited)
Raw materials and supplies $189,162 $ 221,791
Work in progress 204,167 182,607
Finished goods 150,018 154,211
--------- ---------
Total Inventory $ 543,347 $ 558,609
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.
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.
The Company conducts an audited physical inventory at the end of the fiscal
year in connection with its audited financial statements and preparation of
its Form 10-K.
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) collectibility 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 collectibility 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. FINANCIAL INSTRUMENTS
SFAS No. 157 (ASC 820), "Fair Value Measurements", requires an entity to
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. SFAS No. 157 (ASC 820) establishes a fair
value hierarchy based on the level of independent, objective evidence
surroundingthe inputs used to measure fair value. A financial instrument's
categorization within the fair value hierarchy is based upon the lowest level
of input that is significant to the fair value measurement.
SFAS No. 157 (ASC 820) prioritizes the inputs into three levels that may be used
to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in
active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than
quoted prices that are observable for the asset or liability such as quoted
pricesfor similar assets or liabilities in active markets; quoted prices for
identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable
inputs to the valuation methodology that are significant to the measurement
of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash, trade accounts
receivable, accounts payable and accrued liabilities. Pursuant to SFAS No. 157
(ASC 820), the fair value of our cash equivalents is determined based on
"Level 1" inputs, which consist of quoted prices in active markets for identical
assets. The Company believes that the recorded values of all of the other
financial instruments approximate their current fair values because of their
nature and respective maturity dates or durations.
In January 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and
Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.
This amendment to Topic 820 has improved disclosures about fair value
measurementson the basis of input received from the users of financial
statements. This is effective for interim and annual reporting periods
beginning after December 15,2009, except for the disclosures about purchases,
sales, issuances, and settlements in the roll forward of activity in Level 3
fair value measurements.Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those fiscal
years. Early adoption is permitted. The Company does not expect the provisions
of ASU 2010-06 to have a material effect on the financial position, results of
operations or cash flows of the Company.
5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued SFAS No. 168 (ASC Topic 105), "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles - a replacement of FASB Statement No. 162" ("SFAS No. 168"). Under
SFAS No. 168 the "FASB Accounting Standards Codification" ("Codification") will
become the source of authoritative US GAAP to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and Exchange
Commission ("SEC") under authority of federal securities laws are also sources
of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for
financial statements issued for interim and annual periods ending after Septem-
ber 15, 2009. The Codification superseded all then-existing non-SEC accounting
and reporting standards. All other non-grandfathered non-SEC accounting
literature not included in the Codification will become non-authoritative.
SFAS No. 168 became effective for the Company's interim quarterly period
beginning July 1, 2009 and did not have a material impact on our financial
statements.
6. SUBSEQUENT EVENTS
The Company is not aware of any significant events that occurred subsequent to
the balance sheet date but prior to the filing of this report that would have a
material impact on our financial position or results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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 the
following principal risks and uncertainties.
-Uncertain demand for the Company's products because of the current
international financial crisis;
-Risks associated with depenence on a few major customers; and
-The performance, financial strength and reliability of the Company's
vendors.
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. We recorded first quarter sales of $771,686 and a
net loss of $29,459. Sales are down 40% or $521,619 from the fourth quarter
of Fiscal Year 2009. Compared to the first quarter of 2009, sales are down 47%.
We currently expect second quarter sales to be approximately $1,000,000 and
to be profitable. All of our markets had been very weak, but now we hope to
see some improvement of sales in future quarters. We look for sale of more
conductive coated instrument panels and slightly improved sales in all our
major markets. The international financial crisis continues to hamper
aircraft users and purchasers by inhibiting their ability to finance and
their desire to purchase new airplanes and their ability and desire to upgrade
existing aircraft. During the first quarter of 2010, the Company booked
$1,307,000 in new orders compared to $1,136,000 in new orders booked for the
fourth quarter of 2009 and $1,136,000 in new orders booked in the first
quarter of 2009. Our backlog of unshipped orders was approximately $1,554,000
at the end of first quarter, up approximately $535,000 from the end of the
fourth quarter of 2009 and up approximately $77,000 from 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.
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 JANUARY 30, 2010 COMPARED WITH THIRTEEN WEEKS ENDED
JANUARY 31, 2009
Net Sales
Net sales for the first quarter ended January 30, 2010 were $771,686 which
is $670,413 and 47% less than the net sales of $1,442,099 for the same quarter
last year. This steep drop in sales is directly related to the very weak
market for aircraft and aircraft components in the stressed and fragile
international economy.
Cost of Sales
Cost of sales for the quarter ended January 30, 2010 decreased $496,167 or
43% to 696,148 or 84% of sales, compared to 1,142,315 or 70% of sales, for
the first quarter last year. The increase in cost of sales as a percentage
of sales is related to a loss in economies of scale, as sales dropped at a
much faster rate than manufacturing expenses could be cut. Nevertheless,
we cut our costs very substantially to minimize our operating losses.
Going forward, we should be able to be profitable at a lower sales level
than in prior periods. 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 January 30, 2010 decreased $174,246 to
$125,538 or 16% of sales from $299,784 or 21% of sales reported for the
same quarter last year, primarily for the reasons referred to in the
above paragraph.
Operating Expenses
Operating expenses decreased $12,974 or 6% to $199,954 from $212,928 for
the same quarter last year. Many of the remaining expenses in this
category are relatively fixed and not easily reduced further when the
level of sales and profitsdeclines. 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 suffered from an operating loss of $74,416, for the quarter
ended January 30, 2010, compared to operating income of $86,856 or 6%
of sales, for the same quarter last year.
Other Income(Expenses)
Other income of $22,657 for the first quarter of fiscal year 2010
improved by $23,086 from the loss of $429 for the same quarter last
year. The loss in the first quarter of 2009 was due to losses incurred
on the sale of investments. We did not sell any securities or realize
any losses during the first quarter of 2010.
Provisions for Income Taxes
The operating loss for the quarter ended January 30, 2010 resulted in
a tax benefit of $22,300 compared to a provision of $32,500 for the
same quarter last year.
Net Income
There was a net loss for the first quarter ended January 30, 2010 of
$29,459 or $0.04 per share compared to net income of $53,927 or $0.07
per share for first quarter ended January 31, 2009 for the reasons
outlined above.
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 4T. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Based on an evaluation
conducted as of January 30, 2010 by our management, including our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), he has
concluded that our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are effective to reasonably ensure that
information required to be disclosed in reports that we file or submit
under the Exchange Act, is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated
to our management, including the CEO and CFO, as appropriate to
allow timely decisions regarding required disclosure.
Changes in Internal Controls. There were no changes in our internal
controls during the last fiscal quarter that have materially affected,
or are reasonably likely to materially affect, these controls over
financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently subject to any material litigation.
ITEM 1A RISK FACTORS
Smaller reporting companies are not required to provide the information
required by this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) EXHIBITS
31.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer
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
/s/ Anderson L. McCabe___
Anderson L. McCabe
Chief Executive Officer &
Chief Financial Officer
March 15, 2010
EXHIBIT 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14 OF THE SECURITIES ACT OF 1934, AS ADOPTED 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
- -------------------------
Anderson L. McCabe
Chief Executive Officer &
Chief Financial Officer
March 15, 2010
EXHIBIT 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350 AS ADOPTED 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 january 30, 2010 fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of Opt-Sciences
Corporation.
/s/ Anderson L. McCabe
- -------------------------
Anderson L. McCabe
Chief Executive Officer &
Chief Financial Officer
March 15, 2010
- - 14 -