UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED July 26, 2008.
[ ] TRANSITION REPORT UNDER 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 small business issuer as specified in its charter)
NEW JERSEY 21-0681502
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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1912 BANNARD STREET, CINNAMINSON, NEW JERSEY 08077
(Address of principal executive offices)
(856) 829-2800
Issuer's telephone number
Not applicable
(Former name, former address and former fiscal year, if changed since last
Report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 is a shell company(as defined
in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: 775,585 Shares of Common Stock,
par value $.025, were outstanding as of August 31, 2008
Transitional Small Business Format (Check one) YES [ ] NO [X]
TABLE OF CONTENTS
FORM 10-QSB THIRD QUARTER REPORT - FISCAL YEAR 2008
OPT-SCIENCES CORPORATION AND SUBSIDIARY
PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements............................................ 3
Consolidated Balance Sheets -
July 26, 2008(unaudited) and October 27, 2007................ 3
Consolidated Statements of Income and Retained Earnings (unaudited)
fourteen and forty weeks ended July 26, 2008 and
thirteen and thirty-nine weeks ended July 28, 2007 ......... 5
Consolidated Statements of Cash Flows (unaudited)-
forty weeks ended July 26, 2008 and
thirty-nine weeks ended July 28, 2007........................ 6
Notes to Consolidated Financial Statements...................... 7
Item 2. Management's Discussion and Analysis and Result of Operations.....8
Cautionary Statement Regarding Forward-Looking Information
Critical Accounting Policies and Estimates
Executive Summary
Results of Operations
Financial Condition
Risks and Uncertainties
Item 3. Controls and Procedures..........................................12
PART II OTHER INFORMATION
Item 1. Legal Proceedings................................................13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......13
Item 3. Defaults Upon Senior Securities..................................13
Item 4. Submission of Matters to a Vote of Security Holders..............13
Item 5. Other Information................................................13
Item 6. Exhibits.........................................................13
Signatures ................................................................13
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
ASSETS
July 26, 2008 October 27, 2007
(unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 6,411,276 $6,777,104
Trade accounts receivable 1,345,012 1,012,659
Inventories 541,297 592,660
Prepaid expenses 7,782 21,074
Loans and exchanges 4,140 4,390
Deferred income taxes 47,183 -0-
Marketable securities 885,941 890,161
Total current assets 9,242,631 9,298,048
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PROPERTY AND EQUIPMENT
Land 114,006 114,006
Building and improvements 513,447 449,987
Machinery and equipment 1,528,558 1,485,573
Small tools 53,580 53,580
Furniture and fixtures 14,683 8,624
Office equipment 57,419 57,419
Automobiles 71,211 71,211
Total property and
equipment 2,352,904 2,240,400
Less: accumulated depreciation 1,736,892 1,652,891
Net property and equipment 616,012 587,509
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OTHER ASSETS
Deposits 235,487 2,837
Total assets $10,094,130 $9,888,394
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
July 26, 2008 October 27, 2007
(unaudited)
CURRENT LIABILITIES
Accounts payable - trade $ 80,200 $ 86,759
Accrued income taxes 65,062 267,980
Accrued salaries and wages 187,925 272,328
Accrued professional fees 61,750 63,925
Deferred income taxes -0- 30,100
Other current liabilities 17,376 2,570
Total current liabilities 412,313 723,662
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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 9,429,905 8,810,376
Accumulated other comprehensive (loss)income (83,565) 18,879
Less treasury stock at cost -
224,415 shares and 224,415 shares (187,218) (187,218)
Total stockholders' equity 9,681,817 9,164,732
Total liabilities and
stockholders' equity $10,094,130 $9,888,394
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CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (unaudited)
Fourteen Thirteen Forty Thirty-Nine
Weeks Weeks Weeks Weeks
Ended Ended Ended Ended
July 26, July 28, July 26, July 28,
2008 2007 2008 2007
NET SALES $1,848,706 $1,608,602 $4,853,089 $4,074,846
COST OF SALES 1,177,825 997,649 3,205,788 2,694,864
Gross profit
on sales 670,881 610,953 1,647,301 1,379,982
OPERATING EXPENSES
Sales & delivery 13,619 9,283 36,528 30,457
General and
administrative 210,439 228,289 690,695 628,742
Total operating
expenses 224,058 237,572 727,223 659,199
Operating income 446,823 373,381 920,078 720,783
OTHER INCOME 47,950 71,897 166,751 228,640
Net income
before taxes 494,773 445,278 1,086,829 949,423
FEDERAL AND STATE
INCOME TAXES 212,700 191,500 467,300 408,200
Net income 282,073 253,778 619,529 541,223
RETAINED EARNINGS -
beginning of
period 9,147,832 8,265,060 8,810,376 7,977,615
RETAINED EARNINGS -
end of
period $9,429,905 $8,518,838 $9,429,905 $8,518,838
EARNINGS PER SHARE OF
COMMON STOCK 0.36 0.33 0.80 0.70
Average shares of stock
outstanding 775,585 775,585 775,585 775,585
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CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Forty Thirty Nine
Weeks Ended Weeks Ended
July 26, 2008 July 28, 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 619,529 $ 541,223
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 84,001 86,904
Loss (gain) on sale of securities 20,031 (27,049)
Decrease (increase) in:
Accounts receivable (332,353) (359,567)
Inventories 51,363 21,811
Prepaid expenses 13,292 25,524
Prepaid income taxes -0- 23,900
Loans and exchanges 250 137
(Decrease) increase in:
Accounts payable (6,559) 19,659
Accrued income taxes (202,918) 206,582
Accrued salaries and wages (84,403) 5,417
Accrued professional fees (2,175) (12,225)
Other current liabilities 14,806 6,939
Net cash provided by
operating activities 174,864 539,255
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (112,504) (47,135)
Deposits (232,650) -0-
Purchases of securities (480,503) (391,289)
Proceeds from sales of securities 284,965 295,725
Net cash (used) by
investing activities (540,692) (142,699)
(Decrease) increase in cash (365,828) 396,556
Cash and cash equivalents
at beginning of period 6,777,104 5,798,506
Cash and cash equivalents
at end of period $6,411,276 $6,195,062
SUPPLEMENTAL DISCLOSURES:
Income taxes paid $ 670,218 $ 177,718
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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 statement of the results for the
first nine months of the Company's fiscal year 2008. 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 27, 2007 together with the auditors'
report filed as part of the Company's 2007 Annual Report on Form 10-KSB.
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 26, 2008 October 27, 2007
(Unaudited)
Raw materials and supplies $234,170 $215,935
Work in progress 266,367 332,089
Finished goods 40,760 44,636
Total Inventory $541,297 $592,660
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End of quarter inventories are stated at the lower of cost (first-in, first-
out) or market and are based on estimates rather than a physical inventory. A
physical inventory is conducted at the end of the fiscal year. The Company
provides for estimated obsolescence on unmarketable inventory based upon
assumptions about future demand and market conditions. If actual demand and
market conditions are less favorable than those projected by management,
additional inventory write downs may be required. Inventory, once written
down, is not subsequently written back up, as these adjustments are
considered permanent adjustments to the carrying value of the inventory.
Historically, the Company conducts a physical inventory annually in
connection with its audited financial statements and preparation of its
Form 10-KSB. The inventory appearing on unaudited quarterly financial
statements and in Form 10-QSB is based on estimates derived from an
unaudited physical inventory count of work-in-progress and raw materials.
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. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Standards Accounting Board (FASB) issued
interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
interpretation of FASB statement No. 109. Interpretation 48 clarifies the
accounting for uncertainty in income taxes recognized in an entity's
financial statements in accordance with Statement 109 and prescribes a
recognition threshold and measurement attribute for financial statement
recognition and measurement of a tax position taken or expected to be
taken in a tax return. Additionally, Interpretation 48 provides guidance
on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. Interpretation 48 is
effective for fiscal years beginning after December 15, 2006 with early
adoption permitted. We have adopted Interpretation 48 for our fiscal year
2008, and do not currently expect the adoption of Interpretation 48 to
have an impact on our financial statements.
5. DEPOSITS
The company has made a deposit of $235,487 for the new thin film coating
equipment ordered in the last quarter.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
We make statements in this Report, and we may from time to time make other
statements, regarding our outlook or expectations for earnings, revenues,
expenses and/or other matters regarding or affecting the Company that are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Forward-looking statements are typically identified by
words such as "believe," "expect," "anticipate," "intend," "outlook,"
"estimate," "forecast," "project" and other similar words and expressions.
Forward-looking statements are subject to numerous assumptions, risks and
uncertainties, which change over time. Forward-looking statements speak only
as of the date they are made. We do not assume any duty and do not undertake
to update our forward-looking statements. Actual results or future events
could differ, possibly materially, from those that we anticipated in our
forward-looking statements, and future results could differ materially from
our historical performance. Our forward-looking statements are subject to the
following principal risks and uncertainties.
-Uncertainties about the future demand for the Company's products;
-Risks associated with dependence on a few major customers;
-The timing and completion of significant orders; and
-The performance and reliability of the Company's vendors.
We provide greater detail regarding these factors in our 2007 Form 10-KSB,
including in the Company Risk Factors section. Our forward-looking
statements may also be subject to other risks and uncertainties including
those discussed in the Risks and Uncertainties section of this Quarterly
Report or in our other filings with the SEC.
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 third quarter sales of $1,848,706 and net income of
$282,073. Sales are up 14.9% and net income is up 11.1% from the third quarter
of 2007. We currently expect fourth quarter sales to be approximately
$1,800,000. In addition, we project revenues this fiscal year at over
$6,600,000. All of our markets are currently good and we project they will
gradually become better. Nevertheless, we recognize that a possible economic
recession driven by high energy costs could affect the ability of our ultimate
commercial customers to purchase or upgrade aircraft, thus reducing the demand
for the Company's products. During the third quarter of 2008, the Company
booked $1,640,000 in new orders compared to $1,214,000 in new orders booked
for the third quarter of 2007. Our backlog of unshipped orders was
approximately $2,233,700 at the end of third quarter, up $266,800 from
$1,966,900 at the end of the third quarter of 2007. We believe that our
backlog level will fluctuate between $1.8 and $2.2 million for the
foreseeable future. Of course, this could change significantly based on how
long the Boeing machinist strike lasts. During the strike, Boeing will not
be making any new airplanes. 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 50% of sales,
any significant change in the requirements of either of those customers has a
direct impact on our revenue for the quarter. When one of these customers
defers a sizable order, sales for the following quarter often rebound as the
customer replenishes its inventory.
RESULTS OF OPERATIONS
FOURTEEN WEEKS ENDED JULY 26, 2008 COMPARED WITH THIRTEEN WEEKS ENDED
JULY 28, 2007
Net Sales.
Net sales for the third quarter ended July 26, 2008 were $1,848,706 which is
$240,104 and 14.9% more than the net sales of $1,608,602 for the same quarter
last year. This increase is the result of higher demand for the Company's
cover glass products.
Cost of Sales.
Cost of sales for the quarter ended July 26, 2008 increased $180,176 or 18.1%
to 1,177,825 or 63.7% of sales, compared to 997,649 or 62.0% of sales, for the
same quarter last 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 July 26, 2008 increased $59,928 to $670,881
or 36.3% of sales from $610,953 or 38.0% of sales reported for the same quarter
last year.
Operating Expenses.
Operating expenses decreased $13,514 or 5.7% to $224,058 from $237,572 for the
same quarter last year. Operating expenses consist of marketing and business
development expenses, professional expenses, salaries and benefits for executive
and administrative personnel, hiring, legal, accounting, and other general
corporate expenses.
Operating Income.
The Company realized operating income of $446,823 or 24.2% of sales, for the
quarter ended July 26, 2008, compared to operating income of $373,381 or 23.2%
of sales, for the same quarter last year.
Other Income.
Other income of $47,950 for the third quarter of fiscal year 2008 decreased
$23,947 from that for the same quarter last year, primarily due to lower
interest rates and reduced yields on investments.
Income Tax.
Income tax expense for the third quarter ended July 26, 2008 was $212,700 or
43% of pre-tax income, compared to 191,500 and 43% of pre-tax income for the
third quarter ended July 28, 2007.
Net Income.
Net income for the third quarter ended July 26, 2008 was $282,073 or $0.36 per
share, compared to net income of $253,778 or $0.33 per share, for the third
quarter ended July 28, 2007.
FORTY WEEKS ENDED July 26, 2008 COMPARED WITH THIRTY-NINE WEEKS ENDED
JULY 28, 2007
Net Sales.
Net sales for the nine months ended July 26, 2008 were $4,853,089 which is
$778,243 and 19.1% more than the net sales of $4,074,846 for the same period
last year. This is primarily due to increased customer demand for the
company's products.
Cost of Sales.
Cost of sales for the nine months ended July 26, 2008 was $3,205,788 or 66.1%
of sales, compared to $2,694,864 or 66.1% of sales, for the same period last
year. The increase in cost of sales by $510,924 corresponds to the increase
in revenues between the same nine month periods as noted above.
Gross Profit.
Gross profit for the nine months ended July 26, 2008 increased $267,319 to
$1,647,301 or 33.9% of sales, from $1,379,982 or 33.9% of sales, reported
for the same period last year.
Operating Expenses.
Operating expenses increased by $68,024 or 10.3% to $727,223 during the nine
month period ended July 26, 2008 from $659,199 during the nine month period
ended July 28, 2007 primarily due to increased payroll related expenses,
medical insurance and professional fees.
Operating Income.
The Company realized operating income of $920,078 or 19.0% of sales, for the
nine month period ended July 26, 2008, compared to operating income of
$720,783 or 17.7% of sales, for the same period last year. The increase is
the result of increased sales and increased gross margin noted above.
Other Income.
Other income of $166,751 for the nine month period ended July 26, 2008
decreased $61,889 from that for the same period for last year, primarily
due to lower interest rates and reduced yields on investments.
Income Tax.
Income tax expense for the nine month period ended July 26, 2008 was
$467,300 or 43.0% of net income before taxes, compared to $408,200 and 43.0%
for the nine month period ended July 28, 2007.
Net Income.
Net income for the nine month period ended July 26, 2008 increased $78,306 or
14.5% to $619,529 or $0.80 per share, compared to net income of $541,223 or
$0.70 per share for the prior comparable period.
FINANCIAL CONDITIONS
The Company utilizes its working capital to finance current operations and
capital improvements. Cash and cash equivalents have decreased from $6,777,104
at the end of the fiscal year on October 27, 2007 to $6,411,276 at the end
of the following nine month period ended July 26, 2008. The Company has
ordered approximately $550,000 of new capital equipment to provide additional
capacity for anti-reflective and conductive coatings. Total costs are
expected to be approximately $650,000 including installation. The coating
unit is now expected to be operational in mid-October, 2008. Depending on
market conditions at that time, the Company may order another coating machine.
The fluctuations in cash and cash equivalents are primarily a result of net
income, payment of a deposit on the new equipment, payment of income taxes
and investments in the Company's portfolio of securities. The Company
maintains a strong liquidity position in order to improve its ability to
deal with the risks and uncertainties identified below.
RISKS AND UNCERTAINTIES
The Company faces numerous challenges in its markets. In our view, the
following are among the most important:
- The Company's historic aircraft instrument glass wedges are being
purchased less frequently than LCD displays and are becoming
technologically obsolete.
- LCD displays now commonly used for new aircraft instruments are larger
in size than the smaller, specialized lenses they replace. The LCD
display design requires a simpler less expensive cover glass that the
Company manufactures. Businesses not active in the glass wedge market can
more easily manufacture the cover glasses for LCDs in competition with
the Company.
- The Company has become more active in the market for providing cover
glass with both conductive coating and anti reflective coating. In
anticipation of increased demand for such products, the Company has
purchased a new vacuum chamber and is considering an additional purchase.
If the Company expectations for demand are incorrect, the Company will
have devoted significant resources to installing unnecessary
manufacturing capacity.
- We face increasing competition from established companies that have
significantly greater resources. Certain of our competitors enjoy
substantial competitive advantages, such as:
(a) Greater corporate name recognition, larger marketing budgets and
greater resources,
(b) Established marketing relationships and access to larger customer
bases, and
(c) Substantially greater financial, technical and other resources.
- Section 404 of the Sarbanes-Oxley Act of 2002 will require the Company to
perform an assessment of its financial reporting controls, and to report
on that assessment in the Company's Annual Report on Form 10K for the
Fiscal Year 2008. Section 404 will require that our public accounting
firm audit our internal controls in a subsequent fiscal year. The Company
expects its operating expenses will increase further as a result of the
costs associated with implementation of and maintaining compliance with
Section 404 and other provisions of the Sarbanes-Oxley Act.
ITEM 3. CONTROLS AND PROCEDURES
a. Evaluation Of Disclosure Controls And Procedures. Based on his evaluation
as of the end of the periods covered by this report, the Company's chief
executive officer and chief financial officer concluded that the Company's
disclosure controls and procedures referred to in paragraph 4(c) of his
Certification included as an exhibit to this report were effective.
b. Changes In Internal Controls. During the period covered by this report,
the Company has not made any change to its internal controls over financial
reporting as referred to in paragraph 4(d) of the Certification of the
Company's principal executive officer and principal financial officer included
as an exhibit to this report that has materially affected, or is reasonably
likely to materially affect the Company's internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to certain claims and litigation in the ordinary course of
business. It is the opinion of management that the outcome of such matters
will not have a material adverse effect on our combined financial position
or results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) EXHIBITS
31.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive 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
By: /s/Anderson L. McCabe
------------------------
Anderson L. McCabe
Chief Executive Officer
and Chief Financial Officer
Dated: September 9, 2008
EXHIBIT 31.1
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Certification of 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
---------------------
Name: Anderson L. McCabe
Title: Chief Executive Officer/
Chief Financial Officer
Dated: September 9, 2008
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EXHIBIT 32.1
Certification of 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 Sabanes-
Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Quarterly Report on Form 10-QSB of the Company for the quarterly
period ended July 26, 2008 (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
---------------------
Name: Anderson L. McCabe
Title: Chief Executive Officer/
Chief Financial Officer
Dated: September 9, 2008
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