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EX-32 - EXHIBIT 32.1 CERTIFICATION - OPT SCIENCES CORPexhibit_32-1_2q_2014.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 26, 2014.
or
o 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
incorporation or organization)
(I.R.S. Employer
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 þ NO o

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 þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company þ
(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 o NO þ


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 9, 2014.



Opt-Sciences Corporation
FORM 10-Q SECOND QUARTER REPORT - FISCAL YEAR 2014

TABLE OF CONTENTS

    Page
PART I FINANCIAL INFORMATION  
     
Item 1. Financial Statements. 3
     
  Consolidated Balance Sheets as of April 26, 2014 (unaudited) and October 26, 2013. 3
     
  Consolidated Statements of Income and Comprehensive Income (unaudited) for three and six months ended April 26, 2014 and three and six months ended April 27, 2013. 5
     
  Consolidated Statements of Retained Earnings (unaudited) for three and six months ended April 26, 2014 and three and six months ended April 27, 2013. 5
     
  Consolidated Statements of Cash Flows (unaudited) for six months ended April 26, 2014 and six months ended April 27, 2013. 6
     
  Notes to Consolidated Financial Statements. 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 9
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. 12
Item 3. Defaults Upon Senior Securities. 12
Item 4. Mine Safety Disclosures. 13
Item 5. Other Information. 13
Item 6. Exhibits. 13
  Signatures. 13

2



PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Opt-Sciences Corporation

CONSOLIDATED BALANCE SHEETS

ASSETS

    April 26, 2014
(Unaudited)
  October 26, 2013
CURRENT ASSETS                
                 
Cash and cash equivalents   $ 3,411,459     $ 3,446,819  
Marketable securities     7,134,714       6,953,906  
Trade accounts receivable     1,057,945       1,049,651  
Inventories     1,056,260       954,817  
Prepaid expenses     22,907       17,560  
Loans and exchanges     6,935       7,055  
Prepaid taxes     41,479       -0-  
Accrued interest receivable     53,788       55,680  
                 
Total current assets     12,785,487       12,485,488  
                 
                 
PROPERTY AND EQUIPMENT                
Land     216,406       216,406  
Building and improvements     963,174       935,176  
Machinery and equipment     2,217,895       2,160,803  
Automobiles     43,268       43,268  
                 
Total property and equipment     3,440,743       3,355,653  
Less accumulated depreciation     2,365,506       2,294,403  
                 
Net property and equipment     1,075,237       1,061,250  
                 
OTHER ASSETS                
Deposits     2,837       22,671  
Total assets   $ 13,863,561     $ 13,569,409  
                 

3



Opt-Sciences Corporation

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY

    April 26, 2014
(Unaudited)
  October 26, 2013
CURRENT LIABILITIES                
                 
Accounts payable - trade   $ 111,882     $ 90,563  
Accrued income taxes     -0-       54,950  
Accrued salaries and wages     132,158       199,721  
Accrued professional fees     27,375       96,540  
Deferred income taxes     44,180       22,690  
Other current liabilities     25,306       45,376  
                 
Total current liabilities     340,901       509,840  
                 
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     13,062,602       12,641,792  
Accumulated other comprehensive income:                
Unrealized holding gain on marketable securities     124,581       82,300  
Less treasury stock at cost - 224,415 shares     (187,218)       (187,218)  
Total stockholders' equity     13,522,660       13,059,569  
Total liabilities and stockholders' equity   $ 13,863,561     $ 13,569,409  
                 

4



Opt-Sciences Corporation

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

    Three Months
Ended
April 26, 2014
  Three Months
Ended
April 27,2013
  Six Months
Ended
April 26,2014
  Six Months
Ended
April 27,2013
                                 
NET SALES   $ 1,753,365     $ 1,727,163     $ 3,083,576     $ 3,087,774  
COST OF SALES     1,090,087       1,046,790       2,134,746       1,955,351  
Gross profit on sales     663,278       680,373       948,830       1,132,423  
                                 
OPERATING EXPENSES                                
Sales & delivery     6,912       1,428       7,826       29,487  
General & administrative     263,271       256,166       524,919       527,351  
Total operating expenses     270,183       257,594       532,745       556,838  
Operating income     393,095       422,779       416,085       575,585  
                                 
OTHER INCOME     103,758       118,961       262,625       223,658  
Income before taxes     496,853       541,740       678,710       799,243  
                                 
FEDERAL AND STATE INCOME TAXES     188,800       216,700       257,900       319,700  
Net income     308,053       325,040       420,810       479,543  
                                 
OTHER COMPREHENSIVE INCOME                                
Unrealized holding gains on                                
marketable securities, net of taxes     79,877       62,559       42,281       186,091  
Comprehensive income   $ 387,930     $ 387,599     $ 463,091     $ 665,634  
                                 
EARNINGS PER SHARE OF                                
COMMON STOCK   $ 0.40     $ 0.42     $ 0.54     $ 0.62  
                                 
Average shares of stock outstanding     775,585       775,585       775,585       775,585  

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (Unaudited)

    Three Months
Ended
April 26, 2014
  Three Months
Ended
April 27,2013
  Six Months
Ended
April 26,2014
  Six Months
Ended
April 27,2013
                                 
RETAINED EARNINGS - beginning of period   $ 12,754,549     $ 11,853,174     $ 12,641,792     $ 12,202,801  
Net income     308,053       325,040       420,810       479,543  
      13,062,602       12,178,214       13,062,602       12,682,344  
                                 
Less: Dividends paid     -0-       -0-       -0-       504,130  
RETAINED EARNINGS - end of period   $ 13,062,602     $ 12,178,214     $ 13,062,602     $ 12,178,214  
                                 

5



Opt-Sciences Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

    Six Months
Ended
April 26, 2014
  Six Months
Ended
April 27,2013
                 
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income   $ 420,810     $ 479,543    
Adjustments to reconcile net income to net                
cash used by operating activities:                
Depreciation     71,103       73,110  
(Gain) on sale of securities     (66,721)       (10,391)  
Decrease (increase) in:                
Accounts receivable     (8,294)       367,874  
Inventories     (101,443)       (130,380)  
Prepaid expenses     (5,347)       (4,118)  
Prepaid income taxes     (41,479)       -0-  
Loans and exchanges     120       990  
Accrued interest receivable     1,892       (16,534)  
Deposits     19,834       26,784  
(Decrease) increase in:                
Accounts payable     21,319       38,261  
Accrued income taxes     (54,950)       5,141  
Accrued salaries and wages     (67,563)       (71,435)  
Accrued professional fees     (69,165)       (52,879)  
Other current liabilities     (20,070)       (6,599)  
Net cash provided by operating activities     100,046       699,367  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Purchases of fixed assets     (85,090)       (82,980)  
Purchases of securities     (527,690)       (1,756,194)  
Proceeds from sale of securities     477,374       738,299  
Net cash (used) by investing activities     (135,406)       (1,100,875)  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Dividends paid     -0-       (504,130)  
                 
(Decrease) in cash     (35,360)       (905,638)  
                 
Cash and cash equivalents at beginning of period     3,446,819       2,834,374  
                 
Cash and cash equivalents at end of period   $ 3,411,459     $ 1,928,736  
                 
SUPPLEMENTAL DISCLOSURES:                
Income taxes paid   $ 354,329     $ 264,559  
                 

6



Opt-Sciences Corporation

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 and S Research, Inc. (collectively, the "Company"). 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 2014. These consolidated financial statements do not include all disclosures associated with annual consolidated financial statements and, accordingly, should be read in conjunction with the footnotes contained in the Company's consolidated financial statements for the year ended October 26, 2013 together with the auditors' report filed as part of the Company's 2013 Annual Report on Form 10-K.

The three and six months that ended April 26, 2014 represent thirteen and twenty-six weeks respectively.The three and six months that ended April 27, 2013 represent thirteen and twenty-six weeks respectively.

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 26, 2014   October 26,2013
                 
Raw materials and supplies   $ 502,804     $ 345,494  
Work in progress     231,191       317,971  
Finished goods     322,265       291,352  
Total Inventory   $ 1,056,260     $ 954,817  
                 

End of quarter inventories are stated at the lower of cost (first-in, first-out) or market. The inventory included in the 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.

7



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. Determinations regarding 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 shipping terms are customarily FOB shipping point.

4. FINANCIAL INSTRUMENTS

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. 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.

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, cash equivalents, marketable securities, trade accounts receivable, accounts payable and accrued liabilities. Pursuant to 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.

8



5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

6. SUBSEQUENT EVENTS

The Company is not aware of any event that occurred subsequent to the balance sheet date but prior to the filing of this report that could 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 concerns;
-   Risks associated with dependence on a few major customers; and
-   The performance, financial strength and reliability of the Company's vendors.

We provide greater detail regarding other factors in our 2013 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 an audited physical count is conducted (also see Notes to Consolidated Financial Statements, Note 1 Summary of Significant Accounting Policies and Note 2 Inventories).

9



EXECUTIVE SUMMARY

Opt-Sciences Corporation, through its wholly owned subsidiary, O and 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 $1,753,365 and net income of $308,503. Sales increased approximately 26% or $423,154 from the first quarter of Fiscal Year 2014. Compared to the second quarter of 2013, sales increased approximately 2% or $26,202. We currently expect third quarter sales to be approximately $1,700,000 or approximately at the same level as the second quarter. International financial concerns combined with political unrest in the Middle East (resulting in higher oil prices) and the prospect of higher interest rates may adversely affect aircraft users and purchasers by inhibiting their ability to finance and their desire to purchase new airplanes as well as their ability and desire to upgrade existing aircraft. During the second quarter of 2014, the Company booked $2,310,000 in new orders compared to $1,112,000 in new orders booked for the first quarter of 2014 and $1,706,000 in new orders booked in the second quarter of 2013. Our backlog of unshipped orders was approximately $2,410,000 at the end of the second quarter, up approximately $556,000 from the end of the first quarter of 2014 and up $369,000 from the second quarter of 2013. The higher backlog is primarily due to a general increase of demand.

Approximately 88% of the backlog is scheduled for delivery in Fiscal Year 2014. Based on their needs which change from time to time, our customers may accelerate or defer delivery dates; and we typically try to accommodate their needs if we have available manufacturing capacity and access to the required raw materials. We generally have a four to twelve week delivery cycle depending on product complexity, plant capacity and lead time for 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 manufacture and ship our products. Since the Company has two customers that together represented approximately 65% of sales for the first and second quarters, any significant change in the requirements of either of those customers would have a direct impact on our revenue for a quarter or a year.

RESULTS OF OPERATIONS - SECOND QUARTER

THREE MONTHS ENDED APRIL 26, 2014 COMPARED WITH THREE MONTHS ENDED APRIL 27, 2013

NET SALES
Net sales for the second quarter were $1,753,365 which is $26,202 and approximately 2% less than the net sales of $1,727,163 for the second quarter last year.

COST OF SALES
Cost of sales for the second quarter increased $43,297 or 4% to $1,090,087 or 62% of sales, compared to $1,046,790 or 61% of sales, for the second 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 second quarter decreased $17,095 to $663,278 or approximately 38% of sales from $680,373 or 39% of sales reported for the second quarter last year.

OPERATING EXPENSES
Operating expenses increased $12,589 to $270,183 from $257,594 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.

10



OPERATING INCOME
The Company realized operating income of $393,095 or approximately 22% of sales for the second quarter compared to operating income of $422,779 or approximately 24% of sales, for the second quarter last year.

OTHER INCOME
Other income of $103,758 for the second quarter decreased by $15,203 or approximately 13% from the same quarter last year.

PROVISONS FOR INCOME TAX
Income tax expense for the second quarter was $188,800 or 38% of pre-tax income compared to $216,700 and 40% of pre tax income for the second quarter last year.

NET INCOME
Net income for the second quarter ending April 26, 2014 was $308,053 or $0.40 per share compared to $325,040 or $0.42 per share for the second quarter ending April 27, 2013 .

SIX MONTHS ENDED APRIL 26, 2014 COMPARED WITH SIX MONTHS ENDED APRIL 27, 2013

NET SALES
Net sales for the first two quarters were $3,083,576 which is $4,198 less than the net sales of $3,087,774 for the first two quarters last year.

COST OF SALES
Cost of sales for the first two quarters increased $179,395 or 9% to $2,134,746 or 69% of sales, compared to $1,955,351 or 63% of sales, for the first two quarters last year. The increase in cost of sales was primarily due to higher raw material costs and returned material that was deemed not reworkable. 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 first two quarters decreased $183,593 to $948,830 or approximately 31% of sales from $1,132,423 or 37% of sales reported for the first two quarters last year.

OPERATING EXPENSES
Operating expenses decreased $24,093 to $532,745 from $556,838 for the same six month period last year. This decrease was primarily due to a decrease in travel and legal expenses. 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 $416,085 or 13% of sales for the six months compared to operating income of $575,585 or approximately 18% of sales, for the first six months last year.

11



OTHER INCOME
Other income of $262,625 for the first two quarters increased by $38,967 or approximately 17% from the same two quarters last year. This increase was primarily related to realized gains from the sales of securities from the Company's portfolio.

PROVISONS FOR INCOME TAX
Income tax expense for the first two quarters was $257,900 or 38% of pre-tax income compared to $319,700 and 40% of pre tax income for the first two quarters last year.

NET INCOME
Net income for the six months ending April 26, 2014 was $420,810 or $0.54 per share compared to $479,543 or $0.62 per share for the six months ending April 27, 2013 .

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 which is conducted quarterly by our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as of April 26, 2014  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 subject from time to time 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 impact on our combined financial position or results of operations.

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.

12



ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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

  31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  101. Financial statements from the Quarterly Report of Form 10-Q of Opt-Sciences Corporation for the period ending April 26, 2014 as interactive data files formatted in XBRL: (i) The Consolidated Balance Sheet, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.
  101.INS XBRL Instance Document.
  101.SCH XBRL Taxonomy Extension Schema Document.
  101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
  101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
  101.LAB XBRL Taxonomy Extension Label Linkbase Document.
  101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Opt-Sciences Corporation
 
/s/ Anderson L. McCabe      
Anderson L. McCabe
Chief Executive Officer &
Chief Financial Officer
June 9, 2014

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