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 JULY 31, 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)
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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 September 13, 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
July 31, 2010 (unaudited) and October 31, 2009 .............. 3
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Consolidated Statements of Income and Retained Earnings
(unaudited) for thirteen and thirty-nine weeks ended July 31,
2010 and thirteen and thirty-nine weeks ended August 1, 2009 .. 5
Consolidated Statements of Cash Flows (unaudited) for
thirty-nine weeks ended July 31, 2010 and thirty-nine
weeks ended August 1, 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 .... 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
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Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
ASSETS
July 31, 2010 October 31, 2009
(unaudited)
CURRENT ASSETS
Cash and cash equivalents $8,028,566 $7,606,849
Trade accounts receivable 653,378 594,167
Inventories 465,930 558,609
Prepaid expenses 11,871 13,482
Prepaid income taxes -0- 138,200
Loans and exchanges 15,018 10,058
Marketable securities 476,811 469,468
Total current assets 9,651,574 9,390,833
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PROPERTY AND EQUIPMENT
Land 114,006 114,006
Building and improvements 606,244 606,244
Machinery and equipment 2,123,516 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 3,063,011 3,032,722
Less: accumulated depreciation 2,068,997 1,950,701
Net property and equipment 994,014 1,082,021
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OTHER ASSETS
Deposits 2,837 2,837
Total assets $10,648,425 $10,475,691
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
July 31, 2010 October 31, 2009
(unaudited)
CURRENT LIABILITIES
Accounts payable - trade $ 79,727 $ 41,761
Accrued income taxes 11,998 -0-
Accrued salaries and wages 78,628 112,636
Accrued professional fees 52,800 69,695
Deferred income taxes 47,567 33,651
Other current liabilities 2,290 2,310
Total current liabilities 273,010 260,053
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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 10,082,181 9,940,851
Accumulated other comprehensive income
Unrealized holding (loss)
on marketable securities (42,243) (60,690)
Less treasury stock at cost -
224,415 shares (187,218) (187,218)
Total stockholders' equity 10,375,415 10,215,638
Total liabilities and
stockholders' equity $10,648,425 $10,475,691
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Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (unaudited)
Thirteen Thirteen Thirty-Nine Thirty-Nine
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
July 31, 2010 August 1, 2009 July 31, 2010 August 1, 2009
NET SALES $1,260,011 $1,002,156 $3,203,670 $3,588,006
COST OF SALES 905,565 765,282 2,444,340 2,799,498
Gross profit
on sales 354,446 236,874 759,330 788,508
OPERATING EXPENSES
Sales & delivery 8,761 12,152 21,856 19,240
General and
administrative 177,334 174,270 545,757 562,399
Total operating
expenses 186,095 186,422 567,613 581,639
Operating income 168,351 50,452 191,717 206,869
OTHER INCOME 18,170 15,046 56,212 32,848
Income before taxes 186,521 65,498 247,929 239,717
FEDERAL AND STATE
INCOME TAXES 80,200 27,500 106,600 92,500
Net income 106,321 37,998 141,329 147,217
RETAINED EARNINGS -
beginning of
period 9,975,860 9,778,291 9,940,852 9,669,072
RETAINED EARNINGS -
end of
period $10,082,181 $9,816,289 $10,082,181 9,816,289
EARNINGS PER SHARE OF
COMMON STOCK 0.14 0.05 0.18 0.19
Average shares of stock
outstanding 775,585 775,585 775,585 775,585
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Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Thirty-Nine Thirty-Nine
Weeks Ended Weeks Ended
July 31, 2010 August 1, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 141,329 $ 147,217
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 118,296 144,304
Loss on sale of securities 4,166 73,794
Decrease (increase) in:
Accounts receivable (59,211) 657,463
Inventories 92,679 (47,590)
Prepaid expenses 1,611 11,729
Prepaid income taxes 138,200 (202,355)
Loans and exchanges (4,960) (1,380)
(Decrease) increase in:
Accounts payable 37,966 (106,202)
Accrued income taxes 11,998 (40,912)
Accrued salaries and wages (34,008) (175,967)
Accrued professional fees (16,895) 5,625
Other current liabilities (20) (12,308)
Net cash provided by
operating activities 431,151 453,418
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (30,289) (565,743)
Purchases of securities (4,145) (65,604)
Proceeds from sales of securities 25,000 248,848
Deposits -0- 242,067
Net cash (used) by
investing activities (9,434) (140,432)
Increase in cash 421,717 312,986
Cash and cash equivalents
at beginning of period 7,606,849 6,926,000
Cash and cash equivalents
at end of period $8,028,566 $7,238,986
SUPPLEMENTAL DISCLOSURES:
Cash paid for income taxes $ 35,711 $ 335,767
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the accounts of
Opt-Sciences Corporation, Inc. and its wholly-owned subsidiary, O&S Research,
Inc. All significant intercompany accounts and transactions have been
eliminated in consolidation.
These consolidated financial statements have been prepared by the Company,
without audit, and reflect normal recurring adjustments which, in the opinion
of management, are necessary for a fair presentation of the results for the
first nine 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:
July 31, 2010 October 31, 2009
(Unaudited)
Raw materials and supplies $148,514 $221,791
Work in progress 118,545 182,607
Finished goods 198.871 154,211
Total Inventory $465,930 $558,609
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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 a 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
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, 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. 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 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 our products because of the current international
financial uncertainties;
-Risks associated with dependence on a few major customers; and
-The performance, financial strength and reliability of our 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 recognized third quarter sales of $1,260,011 and
net income of $106,321. Sales are up 8% from the second quarter of fiscal
Year 2010. Compared to the third quarter of 2009, sales are up 26%. During
the third quarter of 2010, the Company booked $1,976,000 in new orders
compared to $1,126,000 in new orders booked for the second quarter of 2010
and $874,000 for the third quarter of fiscal year 2009. Our backlog of
unshipped orders was approximately $2,201,000 at the end of the third quarter,
up approximately 46% from $1,509,000 at the end of the second quarter of 2010
and up 73% from the $1,269,000 backlog at the end of the third quarter of
fiscal year 2009. We currently expect fourth quarter sales to be approximately
$1,600,000. The recent increases of orders and sales to a major customer are
a result of significant inventory accumulation by that customer and may be
followed by reduced purchases in subsequent quarters. We continue to be
concerned that the weakness in the financial markets may adversely affect
future sales to other customers. 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. The Company has two customers that together
represent approximately 61% of sales and approximately 67% of receivables.
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 JULY 31, 2010 COMPARED WITH THIRTEEN WEEKS ENDED
AUGUST 1, 2009
Net Sales
Net sales for the third quarter ended July 31, 2010 were $1,260,011 which is
$257,855 and 26% more than the net sales of $1,002,156 for the same quarter
last year. This significant increase in sales is the result of the specific
inventory accumulation by one of our major customers and slightly improved
market conditions for the aircraft industry.
Cost of Sales
Cost of sales for the quarter ended July 31, 2010 increased $140,283 or 18%
to $905,565 or 72% of sales, compared to $765,282 or 76% of sales for the
third quarter last year. This increase in cost of sales is primarily related
to increased sales. The cost of sales as a percentage of sales has declined
because of the greater operating efficiency realized from greater volume of
sales. Cost of sales is comprised of raw materials, manufacturing direct
labor and overhead expenses. The overhead portion of cost of sales includes
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 July 31, 2010 increased $117,572 to
$354,446 or 28% of sales from $236,874 or 24% of sales reported for the same
quarter last year, primarily as a result of improved efficiencies from
economies of scale.
Operating Expenses
Operating expenses decreased $327 or less than 1% to $186,095 from $186,422
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, legal, accounting, and other
general corporate expenses.
Operating Income
The Company realized operating income of $168,351 or 13% of sales, for the
quarter ended July 31, 2010, compared to operating income of $50,452 or 5%
of sales, for the same quarter last year. The increase in operating income
is principally the result of the above described economies of scale.
Other Income (Expenses)
Other income of $18,170 for the third quarter of fiscal year 2010 increased
$3,124 from $15,016 for the same quarter last year.
Provisions for Income Taxes
Income tax expense for the third quarter ended July 31, 2010 was $80,200 or
43% of pre-tax income, compared to $27,500 or 42% of pre-tax income for
the third quarter ended August 1, 2009.
Net Income
Net income for the third quarter ended July 31, 2010 was $106,321 or $.14 per
share, compared to net income of $37,998 or $.05 per share, for the third
quarter ended August 1, 2009 for the reasons outlined above.
THIRTY-NINE WEEKS ENDED JULY 31, 2010 COMPARED WITH THIRTY-NINE WEEKS
ENDED AUGUST 1, 2009
Net Sales.
Net sales for the three quarters ended July 31, 2010 were $3,203,670 which
is $384,336 and 11% less than the net sales of $3,588,006 for the same
three quarter period last year. This is primarily due to the reduced demand
for the Company's products experienced in the first quarter of this
fiscal year.
Cost of Sales.
Cost of sales for the three quarters ended July 31, 2010 was $2,444,340 or
76% of sales, compared to $2,799,498 or 78% of sales, for the same period
last year. The cost of sales decreased primarily because of reduced sales
in the first quarter.
Gross Profit.
Gross profit for the three quarters ended July 31, 2010 decreased $29,178
to $759,330 or 24% of sales, from $788,508 or 22% of sales, reported for
the same period last year. The decrease in total gross profit was
primarily a result of reduced sales in the first quarter.
Operating Expenses.
Operating expenses decreased by $14,026 and 2% from $581,639 during the
three quarter period ended August 1, 2009 to $567,613 during the three
quarter period ended July 31, 2010.
Operating Income.
The Company realized operating income of $191,717 or 6% of sales, for
the three quarter period ended July 31, 2010, compared to operating
income of $206,869 or 6% of sales, for the same period last year.
Other Income.
Other income of $56,212 for the three quarter period ended July 31,
2010 increased from $32,848 for the same period for last year,
primarily due to losses on sale of securities for the same period
last year.
Income Tax.
Income tax expense for the three quarter period ended July 31, 2010 was
$106,600 and 43% of pre-tax income, compared to $92,500 and 39% of pre-tax
income for the nine month period ended August 1, 2009.
Net Income/Loss.
Net income for the three quarter period ended July 31, 2010 decreased
$5,888 and 4% to $141,329 or $0.18 per share, compared to net income
of $147,217 or $0.19 per share for the prior comparable period, for
the reasons outlined above.
Financial Condition
The Company utilizes its working capital to finance current operations
and capital improvements. Cash and cash equivalents have increased
$421,717 from $7,606,849 at the end of the fiscal year on October 31,
2009 to $8,028,566 for the nine month period ended July 31, 2010.
The increase in cash and cash equivalents is primarily a result of
its net income, reduction in prepaid taxes, and depreciation. 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 July 31, 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)
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 Officer's Certificate pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Officer's Certificate pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned thereunder duly authorized.
OPT-SCIENCES CORORATION
/s/ Anderson L. McCabe___
Anderson L. McCabe
Chief Executive Officer &
Chief Financial Officer
September 13, 2010
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EXHIBIT 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Anderson L. McCabe, as CEO and CFO of Opt-Sciences Corporation, certify that:
1. I have reviewed this quarterly report of Opt-Sciences Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of Opt-Sciences
Corporation as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for Opt-Sciences Corporation and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under my supervision, to ensure that
material information relating to Opt-Sciences Corporation, including its
consolidated subsidiaries, is made known to me by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under my supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of Opt-Sciences Corporation's disclosure
controls and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in Opt-Sciences Corporation's internal
control over financial reporting that occurred during Opt-Sciences
Corporation's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, Opt-Sciences Corporation's internal
control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to Opt-Sciences Corporation's auditors and the audit
committee of Opt-Sciences Corporation's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect Opt-Sciences Corporation's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in Opt-Sciences Corporation's internal
control over financial reporting.
/s/ Anderson L. McCabe
-------------------------
Anderson L. McCabe
Chief Executive Officer &
Chief Financial Officer
September 13, 2010
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EXHIBIT 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.
I, Anderson L. McCabe as CEO and CFO of Opt-Sciences Corporation (the
"Company"), certify to my knowledge, pursuant to section 906 of the Sarbanes-
Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) The Quarterly Report on Form 10-Q of the Company for the quarterly period
ended July 31, 2010 (the "Report")fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Anderson L. McCabe
-------------------------
Anderson L. McCabe
Chief Executive Officer &
Chief Financial Officer
September 13, 2010
|
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