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 1, 2010.
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 June 14, 2010.
FORM 10-Q SECOND QUARTER REPORT - FISCAL YEAR 2010
OPT-SCIENCES CORPORATION AND SUBSIDIARY
PAGE
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements ........................................... 3
Consolidated Balance Sheets for
May 1, 2010 (unaudited) and October 31, 2009 ................ 3
Consolidated Statements of Income and Retained Earnings
(unaudited) for thirteen and twenty six weeks ended May 1, 2010
and thirteen and twenty six weeks ended May 2, 2009 ......... 5
Consolidated Statements of Cash Flows (unaudited)for
twenty six weeks ended May 1, 2010 and twenty six
weeks ended May 2, 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 ...... 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 .... 12
Item 3. Defaults Upon Senior Securities ................................ 13
Item 4. (Removed and Reserved) ......................................... 13
Item 5. Other Information .............................................. 13
Item 6. Exhibits ....................................................... 13
Signatures ............................................................... 13
Exhibit 31.1 ............................................................. 14
Exhibit 32.1 ............................................................. 15
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
ASSETS
May 1, 2010 October 31, 2009
(unaudited)
CURRENT ASSETS
Cash and cash equivalents $7,802,534 $7,606,849
Trade accounts receivable 640,111 591,167
Inventories 459,182 558,609
Prepaid expenses 14,122 13,482
Prepaid income taxes 65,529 138,200
Employee advances 12,263 10,058
Marketable securities 503,088 469,468
Total current assets 9,496,829 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 2,029,565 1,950,701
Net property and equipment 1,015,373 1,082,021
OTHER ASSETS
Deposits 2,837 2,837
Total assets $10,515,039 $10,475,691
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
May 1, 2010 October 31, 2009
(unaudited)
CURRENT LIABILITIES
Accounts payable - trade $ 61,350 $ 41,761
Accrued salaries and wages 68,658 112,636
Accrued professional fees 37,369 69,695
Deferred income taxes 59,431 33,651
Other current liabilities 3,413 2,310
Total current liabilities 230,221 260,053
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 9,975,859 9,940,851
Accumulated other comprehensive income
Unrealized holding (loss) gain
on marketable securities (26,518) (60,690)
Less treasury stock at cost -
224,415 shares (187,218) (187,218)
Total stockholders' equity 10,284,818 10,215,638
Total liabilities and
stockholders' equity $10,515,039 $10,475,691
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (unaudited)
Thirteen Thirteen Twenty-Six Twenty-Six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
May 1, 2010 May 2, 2009 May 1, 2010 May 2, 2009
NET SALES $1,171,973 $1,143,751 1,943,659 $2,585,850
COST OF SALES 892,627 891,901 1,538,775 2,034,216
Gross profit
on sales 279,346 251,850 404,884 551,634
OPERATING EXPENSES
Sales & delivery 5,707 1,998 13,095 7,088
General and
administrative 175,857 180,291 368,423 388,129
Total operating
expenses 181,564 182,289 381,518 395,217
Operating income 97,782 69,561 23,366 156,417
OTHER INCOME 15,385 18,231 38,042 17,803
Income before taxes 113,167 87,792 61,408 174,220
FEDERAL AND STATE
INCOME TAXES 48,700 32,500 26,400 65,000
Net income 64,467 55,292 35,008 109,220
RETAINED EARNINGS -
beginning of
period 9,911,392 9,722,999 9,940,851 9,669,071
RETAINED EARNINGS -
end of
period $9,975,859 $9,778,291 $9,975,859 9,778,291
EARNINGS PER SHARE OF
COMMON STOCK 0.08 0.07 0.04 0.14
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 1, 2010 May 2, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 35,008 $ 109,220
Adjustments to reconcile net income to net
cash (used) provided by operating activities:
Depreciation 78,864 96,202
Loss on sale of securities 4,165 54,600
Decrease (increase) in:
Trade accounts receivable (45,944) 548,014
Inventories 99,427 (46,242)
Prepaid expenses (640) 5,921
Prepaid taxes 72,671 (229,855)
Employee advances (2,205) 25
(Decrease) increase in:
Accounts payable 19,589 (95,524)
Accrued salaries and wages (43,978) (179,443)
Accrued professional fees (32,326) 11,250
Accrued income taxes -0- (40,912)
Other current liabilities 1,103 (11,514)
Net cash provided by
operating activities 185,734 221,742
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (12,216) (565,743)
Purchases of securities (2,833) (39,705)
Proceeds from sales of securities 25,000 83,331
Deposits -0- 242,067
Net cash provided (used) by
investing activities 9,951 (280,050)
Increase (Decrease)in cash 195,685 (58,308)
Cash and cash equivalents
at beginning of period 7,606,849 6,926,000
Cash and cash equivalents
at end of period $7,802,534 $6,867,692
SUPPLEMENTAL DISCLOSURES:
Income taxes paid $ 20,811 $ 335,767
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 six 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 footnotes 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:
May 1, 2010 October 31, 2009
(Unaudited)
Raw materials and supplies $150,904 $221,791
Work in progress 177,305 182,607
Finished goods 130.973 154,211
Total Inventory $459,182 $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.
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) 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. 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 and cash
equivalents, marketable securities, trade accounts receivable, accounts payable
and accrued liabilities. Pursuant to SFAS No. 157 (ASC 820), the fair value of
our cash equivalents and marketable securities 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 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 second quarter sales of $1,171,973 and
net income of $64,467. Sales are up 52% or $400,287 from the first quarter
of Fiscal Year 2010. Compared to the second quarter of 2009, sales are up
2.5%. We currently expect third quarter sales to be approximately $1,100,000
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 second quarter of 2010, the Company booked $1,126,000
in new orders compared to $1,307,000 in new orders booked for the first
quarter of 2010 and $1,063,000 in new orders booked in the second quarter of
2009. Our backlog of unshipped orders was approximately $1,509,000 at the end
of second quarter, down approximately $45,000 from the end of the first
quarter of 2010 and up approximately $112,000 from the second 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 MAY 1, 2010 COMPARED WITH THIRTEEN WEEKS ENDED MAY 2,
2009
Net Sales
Net sales for the second quarter ended May 1, 2010 were $1,171,973 which is
$28,222 and 2.5% higher than the net sales of $1,143,751 for the same quarter
last year. This small increase 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 May 1, 2010 increased $726 to $892,627
or 76% of sales, compared to $891,901 or 78% of sales, for the second quarter
last year. The increase in cost of sales was due primarily to the small
increase in sales. 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 1, 2010 increased $27,496 to $279,346
or 26% of sales from $251,850 or 22% of sales reported for the same quarter
last year, primarily for the reasons included in the above paragraph.
Operating Expenses
Operating expenses decreased $725 to $181,564 from $182,289 for the same
quarter last year. 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 $97,782, or 8% of sales for the
quarter ended May 1, 2010, compared to operating income of $69,561 or 6%
of sales, for the same quarter last year.
Other Income
Other income of $15,385 for the second quarter of fiscal year 2010 dropped
by $2,846 from $18,231 for the same quarter last year primarily due to lower
interest rates on cash deposits.
Provisions for Income Taxes
Income tax expense for the second quarter ended May 1, 2010 was $48,700 or
43% of pre-tax income, compared to $32,500 and 43% of pre-tax income for
the second quarter ended May 2, 2009.
Net Income
Net income for the second quarter ended May 1, 2010 was $64,467 or $.08 per
share, compared to net income of $55,292 or $.07 per share, for the second
quarter ended May 2, 2009.
SIX MONTHS ENDED MAY 1, 2010 COMPARED WITH SIX MONTHS ENDED MAY 2, 2009
Net Sales.
Net sales for the six months ended May 1, 2010 were $1,943,659 which is
$642,191 and 25% less than the net sales of $2,585,850 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,
particularly in the first quarter.
Cost of Sales.
Cost of sales for the six months ended May 1, 2010 was $1,538,775 or 79%
of sales, compared to $2,034,216 or 79% of sales, for the same period
last year. The decrease in cost of sales was primarily due to the drop
in sales.
Gross Profit.
Gross profit for the six months ended May 1, 2010 decreased $146,750 to
$404,884 or 21% of sales, from $551,634 or 21% of sales, reported for
the same period last year. The decrease in total gross profit was
primarily a result of lower sales experienced in the first quarter.
Operating Expenses.
Operating expenses decreased by $13,699 from $395,217 during the six
month period ended May 2, 2009 to $381,518 during the six month period
ended May 1, 2010.
Operating Income.
The Company realized operating income of $23,366 or 1% of sales, for
the six month period ended May 1, 2010, compared to operating income
of $156,417 or 6% of sales of sales, for the same period last year.
The decrease is the result of significantly reduced sales and the
operating loss incurred in the first quarter.
Other Income.
Other income of $38,042 for the six month period ended May 1, 2010
increased $18,864 from $17,803 for the same period for last year,
because of losses on the sale of securities recognized in the first
six months of 2009 and no losses on the sale of securities recognized
in the first six months of 2010.
Income Tax.
Income tax expense for the six month period ended May 1, 2010 was
$26,400 and 43% of total income, compared to $65,000 and 37% of total
income for the six month period ended May 2, 2009.
Net Income/Loss.
Net income for the six month period ended May 1, 2010 declined $78,811
and 72% to $35,008 or $0.04 per share, compared to net income of $109,220
or $0.14 per share for the prior comparable period, primarily because
of the operating loss incurred in the first quarter of this year.
Financial Condition
The Company utilizes its working capital to finance current operations
and capital improvements. Cash and cash equivalents have increased from
$7,606,849 at the end of the fiscal year on October 31, 2009 to $7,802,534
for the sixth month period ended May 1, 2010. 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 increase in cash and
cash equivalents is primarily a result of 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 4T. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Based on an evaluation
conducted as of May 1, 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. (REMOVED AND RESERVED)
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
June 14, 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
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Anderson L. McCabe
Chief Executive Officer &
Chief Financial Officer
June 14, 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 May 1, 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
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Anderson L. McCabe
Chief Executive Officer &
Chief Financial Officer
June 14, 2010