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
JANUARY 29, 2011.
or
[ ] TRANSITION REPORT PURSUANT TO 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 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)
(856) 829-2800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has 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 Smaller reporting company X
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [?]
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 11, 2011.
FORM 10-Q FIRST QUARTER REPORT - FISCAL YEAR 2011
OPT-SCIENCES CORPORATION AND SUBSIDIARY
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1 .Financial Statements 3
Consolidated Balance Sheets for January 29, 2011
(unaudited) and October 30, 2010 3
Consolidated Statements of Income and Retained
Earnings (unaudited) for thirteen weeks ended January 29,
2011 and thirteen weeks ended January 30, 2010 5
Consolidated Statements of Cash Flows (unaudited) for
thirteen weeks ended January 29, 2011 and thirteen
weeks ended January 30, 2010 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 Disclosures About Market
Risk 11
Item 4. Controls and Procedures 11
PART II OTHER INFORMATION 12
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 12
Item 4. (Removed and Reserved) 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 29, 2011 October 30, 2010
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 8,632,960 $ 8,398,276
Trade accounts receivable 755,444 684,313
Inventories 560,964 634,247
Prepaid expenses 16,316 25,406
Loans and exchanges 16,613 12,543
Marketable securities 516,635 502,809
Total current assets 10,498,932 10,257,594
PROPERTY AND EQUIPMENT
Land 114,006 114,006
Building and improvements 606,244 606,244
Machinery and equipment 2,134,804 2,134,804
Small tools 53,580 53,580
Furniture and fixtures 17,712 17,712
Office equipment 76,742 76,742
Automobiles 71,211 71,211
Total property and equipment 3,074,299 3,074,299
Less: accumulated depreciation 2,146,424 2,110,104
Net property and equipment 927,875 964,195
OTHER ASSETS
Deposits 2,837 2,837
Total assets $11,429,644 $11,224,626
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
January 29, 2011 October 30, 2010
(Unaudited)
CURRENT LIABILITIES
Accounts payable - trade $ 106,308 $ 84,317
Accrued salaries and wages 86,565 154,993
Accrued professional fees 47,225 81,138
Accrued income taxes 159,700 124,500
Deferred income taxes 71,760 66,205
Other current liabilities 3,885 4,280
Total current liabilities 475,443 515,433
STOCKHOLDERS' EQUITY
Common capital stock - par value
$0.25 per share - authorized
and issued 1,000,000 shares 250,000 250,000
Additional paid in capital 272,695 272,695
Retained earnings 10,639,144 10,401,501
Accumulated other comprehensive income:
Unrealized loss on marketable securities (20,420) ( 27,785)
Less treasury stock at cost -
224,415 shares and 224,415 shares (187,218) (187,218)
Total stockholders' equity 10,954,201 10,709,193
Total liabilities and stockholders' equity $ 11,429,644 $ 11,224,626
Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED
EARNINGS (unaudited)
Thirteen Weeks Thirteen Weeks
Ended Ended
January 29, 2011 January 30, 2010
NET SALES $ 1,826,142 $ 771,686
COST OF SALES 1,208,520 646,148
Gross profit on sales 617,622 125,538
OPERATING EXPENSES
Sales & delivery 7,170 7,388
General and administrative 223,380 192,566
Total operating expenses 230,550 199,954
Operating income (loss) 387,072 (74,416)
OTHER INCOME 15,771 22,657
Net income (loss) before taxes 402,843 (51,759)
FEDERAL AND STATE INCOME TAXES 165,200 (22,300)
Net income (loss) 237,643 (29,459)
RETAINED EARNINGS -
beginning of period 10,401,501 9,940,851
RETAINED EARNINGS - end of period $ 10,639,144 $ 9,911,392
EARNINGS (LOSS) PER SHARE OF
COMMON STOCK $ 0.31 $ (0.04)
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 29, 2011 January 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 237,643 $ (29,459)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 36,320 39,432
Decrease (increase) in:
Trade accounts receivable (71,131) 126,256
Inventories 73,283 15,262
Prepaid expenses 9,090 2,192
Prepaid taxes -0- (22,300)
Loans and exchanges 4,070 2,040
(Decrease) increase in:
Accounts payable 21,991 6,371
Accrued salaries and wages (68,428) (51,888)
Accrued professional fees (33,913) (21,255)
Accrued income taxes 35,200 -0-
Other current liabilities (395) 755
Net cash provided by operating activities 235,590 67,406
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment -0- ( 12,216)
Purchases of securities ( 906) ( 1,577)
Net cash used by investing activities ( 906) ( 13,793)
Increase in cash 234,684 53,613
Cash and cash equivalents at beginning of period 8,398,276 7,606,849
Cash and cash equivalents at end of period $ 8,632,960 $ 7,660,462
SUPPLEMENTAL DISCLOSURES:
Income taxes paid $ 130,000 $ -0-
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 2011. 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 30, 2010 together with the
auditors'report filed as part of the Company's 2010 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 29, 2011 October 30, 2010
(Unaudited)
Raw materials and supplies $ 237,603 $ 175,014
Work in progress 212,907 334,370
Finished goods 110,454 124,863
Total Inventory $ 560,964 $ 634,247
End of quarter inventories are stated at the lower of cost (first-in,
first-out) or market. The inventory included in 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) 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
surrounding the 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
prices for 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 equivalents,
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 measurements on 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 September 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 dependence on a few major customers; and
- The performance, financial strength and reliability of the Company's
vendors.
We provide greater detail regarding other factors in our 2010 Form 10-K.
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 $1,826,142 and net income of
$237,643. Sales are up 7.7% or $129,829 from the fourth quarter of Fiscal Year
2010. Compared to the first quarter of 2010, sales are up 137%. We currently
expect second quarter sales to be approximately $1,400,000 and to be
profitable. Sales for recent quarters have been positively affected by the
substantial inventory accumulation of one of our largest customers in
anticipation of a transition of principal manufacturing operations from Japan
to Taiwan. The inventory accumulation is now completed. During the balance of
the year, we expect sales to that customer to be substantially curtailed, as
that customer implements the move of its manufacturing operations. We look for
sale of more conductive coated instrument panels and slightly improved sales
in all our major markets. The international financial crisis combined with
political unrest in the Middle East (resulting in higher oil prices) burdens
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 2011, the Company booked
$1,369,000 in new orders compared to $1,882,000 in new orders booked for the
fourth quarter of 2010 and $1,307,000 in new orders booked in the first
quarter of 2010. Our backlog of unshipped orders was approximately $1,956,000
at the end of first quarter, down approximately $456,000 from the end of the
fourth quarter of 2010 and up approximately $402,000 from the first quarter of
2010. 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 29, 2011 COMPARED WITH
THIRTEEN WEEKS ENDED JANUARY 30, 2010
Net Sales
Net sales for the first quarter ended January 29, 2011 were $1,826,142 which
is $1,054,456 and 137% more than the net sales of $771,686 for the same
quarter last year. This steep increase in sales is primarily related to
substantial inventory accumulation by a principal customer in anticipation of
transition of manufacturing operations from Japan to Taiwan.
Cost of Sales
Cost of sales for the quarter ended January 29, 2011 increased $562,372 or 87%
to $1,208,520 or 66% of sales, compared to 646,148 or 84% of sales, for the
first quarter last year. The decrease in cost of sales as a percentage of
sales is related to significantly improved economies of scale and benefits
from cost cutting programs implemented during the prior fiscal year. 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 29, 2011 increased $492,084 to
$617,622 or 34% of sales from $125,538 or 16% of sales reported for the same
quarter last year, primarily for the reasons referred to in the above
paragraph.
Operating Expenses
Operating expenses increased $30,596 or 15% to $230,550 from $199,954 for
the same quarter last year. This increase was primarily due to increased
personnel costs for salaries and benefits. Many of the expenses in this
category are relatively fixed and do not increase at the same rate at which
sales increase. 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 $387,072 or 21% of sales, for the
quarter ended January 29, 2011, compared to an operating loss of $74,416, for
the same quarter last year. This increase was due to the significant increase
in sales.
Other Income
Other income of $15,771 for the first quarter of fiscal year 2011 declined by
$6,886 from $22,657 for the same quarter last year. Other income was down
primarily because of lower institutional interest rates and lower dividend
rates.
Provisions for Income Taxes
Income tax expense for the quarter ended January 29, 2011 was $165,200 and
41% of pre tax income compared to a tax benefit of $22,300 for the comparable
prior period resulting from the loss sustained in that period.
Net Income
There was net income for the first quarter ended January 29, 2011 of $237,643
or $0.31 per share compared to net loss of $29,459 or $0.04 per share for
first quarter ended January 30, 2010 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 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Based on an evaluation
conducted as of January 29, 2011 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)
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
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 Office 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
CORORATIO
N
/s/ Anderson L.
McCabe___
Anderson L.
McCabe
Chief Executive
Officer &
Chief Financial
Officer
March 11, 2011
EXHIBIT 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER PURSUANT TO
RULE 13a-14 OF THE SECURITIES EXCHANGE 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 11, 2011
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, 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 29, 2011 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 11, 2011