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
APRIL 30, 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) (Zip Code)
(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 ?
(do not check 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 12, 2011.
FORM 1 0-Q SECOND 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 April 30, 2011 (unaudited) and
October 30, 2010 3
Consolidated Statements of Income and Retained Earnings
(unaudited) for thirteen and twenty-six weeks ended April 30, 2011
and thirteen and twenty-six weeks ended May 1, 2010 5
Consolidated Statements of Cash Flows (unaudited) for twenty-six weeks
ended April 30, 2011 and twenty-six weeks ended May 1, 2010 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and 9
Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Item 4. Controls and Procedures 12
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 13
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
April 30, 2011 October 30, 2010
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 1,652,492 $ 8,398,276
Trade accounts receivable 619,120 684,313
Inventories 670,854 634,247
Prepaid expenses 25,828 25,406
Loans and exchanges 14,193 12,543
Accrued interest receivable 60,161 -0-
Marketable securities 7,645,016 502,809
Total current assets 10,687,664 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 2,182,745 2,110,104
Net property and equipment 891,554 964,195
OTHER ASSETS
Deposits 2,837 2,837
Total assets $11,582,055 $11,224,626
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
April 30, 2011 October 30, 2010
(Unaudited)
CURRENT LIABILITIES
Accounts payable - trade $ 83,137 $ 84,317
Accrued salaries and wages 106,975 154,993
Accrued professional fees 43,560 81,138
Accrued income taxes 128,275 124,500
Deferred income taxes 89,930 66,205
Other current liabilities 8,763 4,280
Total current liabilities
460,640 515,433
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 10,781,960 10,401,501
Accumulated other comprehensive income:
Unrealized loss on marketable securities 3,978 ( 27,785)
Less treasury stock at cost -
224,415 shares and 224,415 shares (187,218) (187,218)
Total stockholders' equity 11,121,415 10,709,193
Total liabilities and stockholders' equity $ 11,582,055 $ 11,224,626
Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (unaudited)
Thirteen Thirteen Twenty-Six Twenty-Six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
April 30, 2011 May 1, 2010 April 30, 2011 May 1, 2010
NET SALES $1,470,775 $1,171,973 $3,296,917 $1,943,659
COST OF SALES 996,674 892,627 2,205,194 1,538,775
Gross profit
on sales 474,101 279,346 1,091,723 404,884
OPERATING EXPENSES
Sales & delivery 3,141 5,707 10,311 13,095
General and
administrative 241,920 175,857 465,300 368,423
Total operating
expenses 245,061 181,564 475,611 381,518
Operating income 229,040 97,782 616,112 23,366
OTHER INCOME 12,976 15,385 28,747 38,042
Income before taxes 242,016 113,167 644,859 61,408
FEDERAL AND STATE
INCOME TAXES 99,200 48,700 264,400 26,400
Net income 142,816 64,467 380,459 35,008
RETAINED EARNINGS -
beginning of
period 10,639,144 9,911,392 10,401,501 9,940,851
RETAINED EARNINGS -
end of
period $10,781,960 $9,975,859 10,781,960 $9,975,859
EARNINGS PER SHARE OF
COMMON STOCK 0.18 0.08 0.49 0.05
Average shares of stock
outstanding 775,585 775,585 775,585 775,585
Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
April 30, 2011 May 1, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 380,459 35,008
Adjustments to reconcile net income to net
cash (used) provided by operating activities:
Depreciation 72,641 78,864
Loss on sale of securities -0- 4,165
Decrease (increase) in:
Trade accounts receivable 65,193 (45,944)
Inventories (36,607) 99,427
Prepaid expenses (422) (640)
Prepaid taxes -0- 72,671
Loans and exchanges (1,650) (2,205)
Accrued interest receivable (60,161) -0-
(Decrease) increase in:
Accounts payable (1,180) 19,589
Accrued salaries and wages (48,018) (43,978)
Accrued professional fees (37,578) (32,326)
Accrued income taxes 3,775 -0-
Other current liabilities 4,483 1,103
Net cash provided by
operating activities 340,935 185,734
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment -0- (12,216)
Purchases of securities (7,086,719) (2,833)
Proceeds from sales of securities -0- 25,000
Net cash provided (used) by
investing activities (7,086,719) 9,951
(Decrease) increase in cash (6,745,784) 195,685
Cash and cash equivalents
at beginning of period 8,398,276 7,606,849
Cash and cash equivalents
at end of period $1,652,492 $7,802,534
SUPPLEMENTAL DISCLOSURES:
Income taxes paid $ 130,625 $ 20,811
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 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 independent 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:
April 30, 2011 October 30, 2010
(Unaudited)
Raw materials and supplies $ 329,925 $ 175,014
Work in progress 208,838 334,370
Finished goods 132,091 124,863
Total Inventory $ 670,854 $ 634,247
End of quarter inventories are stated at the lower of cost or market, cost
being determined in accordance with the first in, first-out method. 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) 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
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 applies to assets or liabilities for which there are quoted prices in
active markets for identical assets or liabilities.
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 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,
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
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. SUBSEQUENT EVENTS
The Company is not aware of any significant events that occurred subsequent to
April 30, 2011 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 relocation
of one of our principal customers from Japan to Taiwan; 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 second quarter sales of $1,470,775 and net income of
$159,665. Sales were down 20% or $355,367 from the first quarter of Fiscal Year
2011. Compared to the second quarter of 2010, sales are up 26%. We currently
expect third quarter sales to be approximately $1,300,000. As earlier reported,
one of our major customers relocated its principal operations from Japan to
Taiwan. In anticipation of that move, the customer is building up an inventory
of parts manufactured by our Company. The inventory build up will be completed
in the third quarter of Fiscal 2011. Based on a recent forecast from this
customer,there will be no significant sales to the customer during the fourth
quarter and weexpect sales to decline significantly during that quarter. While
we anticipate sales to that customer will begin again in the first quarter of
2012, there can beno assurance that such sales revenue will return to prior
levels. As we've said before, 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 70% of sales, any significant change in the
requirements of either of those customers has a direct impact on our revenue
for the quarter. The international financial uncertainties continue to hamper
aircraft users and purchasers by inhibiting their ability to finance and their
desire to purchase new airplanes and their ability to upgrade existing
aircraft. During the second quarter of 2011, the Company booked $1,277,000
in new orders compared to $1,369,000 in new orders booked in the first quarter
of 2011 and $1,126,000 in new orders booked in the second quarter of 2010. Our
backlog of unshipped orders was approximately $1,762,000 at the end of the
second quarter, down approximately $193,000 from the end of the first quarter
of 2011 and up approximately $252,000 from the end of the second 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.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED APRIL 30, 2011 COMPARED WITH THIRTEEN WEEKS ENDED MAY
1, 2010
Net Sales
Net sales for the second quarter ended April 30, 2011 were $1,470,775 which is
$298,802 and 26% higher than the net sales of $1,171,973 for the same quarter
last year. This increase in sales is to a large extent related to the
continued inventory buildup by one of our major customers.
Cost of Sales
Cost of sales for the quarter ended April 30, 2011 increased $104,047 to
$996,674 or 68% of sales, compared to $892,627 or 76% of sales, for the
second quarter last year. The increase in cost of sales was due primarily
to the increase in sales. The reduction in the cost of sales as a percentage
of sales resulted from improved efficiencies due to economies of scale.
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 control departments.
Gross Profit
Gross profit for the quarter ended April 30, 2011 increased $194,755 to
$474,101 or 32% of sales from $279,346 or 24% of sales reported for the
same quarter last year, primarily for the reasons included in the above
paragraph.
Operating Expenses
Operating expenses increased $34,948 to $216,512 from $181,564 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 corporateexpenses. The primary factor in increased
operating expenses is related to rehiringof office staff who had been
laid off early in the prior year because of declining sales.
Operating Income
The Company realized operating income of $257,589, or 18% of sales for
the quarter ended April 30, 2011, compared to operating income of $97,782
or 8% of sales, for the same quarter last year. The increase in operating
income is substantially due to economies of scale and better use of our
facilities and equipment at the higher production level.
Other Income
Other income of $12,976 for the second quarter of fiscal year 2011 decreased by
$2,409 from $15,385 for the same quarter last year primarily due to falling
interest rates on bank deposits and certificates of deposit; to improve yields,
we converted substantial cash bank deposits to marketable securities near the
end of the quarter.
Provisions for Income Taxes
Income tax expense for the second quarter ended April 30, 2011 was $110,900 or
41% of pre-tax income, compared to $48,700 and 43% of pre-tax income for the
second quarter ended May 1, 2010.
Net Income
Net income for the second quarter ended April 30, 2011 was $159,665 or $.21
per share, compared to net income of $64,467 or $.08 per share, for the second
quarter ended May 1, 2010 for the reasons discussed above.
SIX MONTHS ENDED APRIL 30, 2011 COMPARED WITH SIX MONTHS ENDED MAY 1, 2010
Net Sales.
Net sales for the six months ended April 30, 2011 were $3,296,917 which is
$1,353,258 and 70% more than the net sales of $1,943,659 for the same six month
period last year. This is primarily due to increased customer demand for the
company's products, particularly in the first quarter of the current fiscal
year, because of the continued inventory buildup by one of our major customers.
..
Cost of Sales.
Cost of sales for the six months ended April 30, 2011 was $2,205,194 or 67% of
sales, compared to $1,538,775 or 79% of sales, for the same period last year.
The increase in cost of sales was primarily due to the increase in sales.
Gross Profit.
Gross profit for the six months ended April 30, 2011 increased $686,839 to
$1,091,723 or 33% of sales, from $404,884 or 21% of sales reported for the same
period last year. The increase in total gross profit was due to higher sales
experienced particularly in the first quarter and higher margins due to a better
and more efficient use of our facilities and equipment.
Operating Expenses.
Operating expenses increased by $65,544 from $381,518 during the six month
period ended May 1, 2010 to $447,062 during the six month period ended April
30, 2011, mainly due to a rehiring of office employees who had been laid off
in the early part of Fiscal Year 2010.
Operating Income.
The Company realized operating income of $644,661 or 20% of sales, for the six
month period ended April 30, 2011, compared to operating income of $23,366 or
1% of sales, for the same period last year. The increase is the result of both
significantly increased sales and an improvement in economies of scale in
manufacturing. During the prior fiscal year, by contrast, we experienced an
operating loss in the first quarter and a weak second quarter.
Other Income.
Other income of $28,747 for the six month period ended April 30, 2011
decreased $9,295 from $38,042 for the same period for last year, because of
reduced interest received on bank deposits and certificates of deposit.
Income Tax.
Income tax expense for the six month period ended April 30, 2011 was $276,100
and 41% of pre tax income, compared to $26,400 and 43% of total income for the
six month period ended May 1, 2010.
Net Income/Loss.
Net income for the six month period ended April 30, 2011 increased 372,300 to
$407,308 or $0.51 per share, compared to net income of $35,008 or $0.05 per
share for the prior comparable period, primarily because of the increased sales
associated with one of one of our major customers moving its manufacturing
operations from Japan to Taiwan, as well as resulting economies of scale at
the higher production levels.
Financial Condition.
The Company utilizes its working capital to finance current operations and
capital improvements. Cash and cash equivalents have decreased from $8,398,276
at the end of the fiscal year on October 30, 2010 to $1,652,492 on April 30,
2011. Near the end of the second quarter, we converted $7,394,000 of our cash
bank deposits to an investment account as a means of increasing yield on a
significant portion of our liquid assets at a time when interest rates on
government insured deposits are at or near historic lows. The investments
have been made in a diversified portfolio of income producing securities which
is monitored closely to reduce risk of severe market devaluation. Although
these resources continue to be available for facilities expansion and capital
improvements, we have deferred such uses because of uncertainties in the
national and international economy and the near and mid-term demand for our
products. As in the past, we will continue to review appropriate use of such
funds for future growth and development.
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 April 30, 2011 by our management, including our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), our CEO/CFO
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/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 CORORATION
/s/ Anderson L. McCabe
Anderson L. McCabe
Chief Executive Officer &
Chief Financial Officer
June 8, 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
June 8, 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
June 8, 2011