PINX:OPST OPT Sciences Corp. Quarterly Report 10-Q Filing - 7/28/2012

Effective Date 7/28/2012

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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 July 28, 2012.
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 September 11, 2012.



Opt-Sciences Corporation
FORM 10-Q THIRD QUARTER REPORT - FISCAL YEAR 2012

TABLE OF CONTENTS

    Page
PART I FINANCIAL INFORMATION  
     
Item 1. Financial Statements. 3
     
  Consolidated Balance Sheets as of July 28, 2012 (unaudited) and October 29, 2011. 3
     
  Consolidated Statements of Income and Retained Earnings (unaudited) for thirteen and thirty-nine weeks ended July 28, 2012 and thirteen and thirty-nine weeks ended July 30, 2011. 5
     
  Consolidated Statements of Cash Flows (unaudited) for thirty-nine weeks ended July 28, 2012 and thirty-nine weeks ended July 30, 2011. 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 13
Item 1. LegalProceedings. 13
Item 1A. Risk Factors. 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 13
Item 3. Defaults Upon Senior Securities. 13
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

July 28, 2012
      (Unaudited)      
October 29, 2011
CURRENT ASSETS    
     
Cash and cash equivalents $   1,792,822 $   1,751,489
Trade accounts receivables 1,416,441 907,576
Inventories 864,811 756,721
Prepaid expenses 8,793 24,015
Deferred income taxes -0- 42,761
Loans and exchanges 9,843 13,888
Accrued interest receivable 79,286 87,482
Marketable securities      7,871,669      7,620,449
     
Total current assets    12,043,665    11,204,381
     
PROPERTY AND EQUIPMENT    
Land 114,006 114,006
Building and improvements 532,978 532,978
Furniture and equipment 2,150,473 2,137,276
Automobiles           43,268           43,268
     
Total property and equipment 2,840,725 2,827,528
Less accumulated depreciation      2,117,396      2,010,575
     
Net property and equipment         723,329         816,953
     
OTHER ASSETS    
Deposits

           2,837

           2,837

Total assets

$  12,769,831

$  12,024,171

3



Opt-Sciences Corporation

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY

  July 28, 2012
    (Unaudited)     
October 29, 2011
CURRENT LIABILITIES    
     
Accounts payable - trade $       133,225 $        99,284
Accrued Income taxes 20,982 172,010
Accrued salaries and wages 158,282 177,230
Accrued professional fees 67,867 85,925
Deferred income taxes 104,509 -0-
Other current liabilities

4,358

3,194

     
Total current liabilities

489,223

537,643

     
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 11,855,994 11,264,161
Accumulated other comprehensive income:    
Unrealized gain (loss) on marketable securities 89,137 (113,110)
Less treasury stock at cost - 224,415 shares

(187,218)

(187,218)

Total stockholders' equity

12,280,608

11,486,528

Total liabilities and stockholders' equity

$  12,769,831

$  12,024,171

4



Opt-Sciences Corporation

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (Unaudited)


  Thirteen
Weeks Ended
July 28, 2012
Thirteen
Weeks Ended
July 30,2011
Thirty-Nine
Weeks Ended
July 28, 2012

Thirty-Nine
Weeks Ended
July 30, 2011

         
NET SALES $  1,779,154 $  1,407,444 $  4,794,790 $  4,704,361
         
COST OF SALES     1,111,992        968,787    3,351,227      3,173,981
         
Gross profit on sales        667,162        438,657      1,443,563      1,530,380
         
OPERATING EXPENSES        
         
Sales & delivery 3,809 6,699 13,816 17,010
General and administrative        244,994       179,906        688,364        645,206
         
Total operating expenses        248,803        186,605        702,180        662,216
         
Operating income 418,359 252,052 741,383 868,164
         
OTHER INCOME          91,616          111,394        261,649          140,141
         
Income before taxes 509,975 363,446 1,003,032 1,008,305
         
FEDERAL AND STATE INCOME TAXES        209,000          149,000        411,200        413,400
         
Net income 300,975 214,446 591,832 594,905
         
RETAINED EARNINGS -        
beginning of period    11,555,019    10,781,961    11,264,162    10,401,502
         
RETAINED EARNINGS -          
end of period

$ 11,855,994

$ 10,996,407

$ 11,855,994

$ 10,996,407

         
EARNINGS PER SHARE OF        
COMMON STOCK

$           0.39

$          0.28

$          0.76

$          0.77

         
Average shares of stock outstanding

       775,585

       775,585

       775,585

       775,585

5



Opt-Sciences Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


  Thirty-Nine Weeks Ended
July 28, 2012
Thirty-Nine Weeks Ended
July 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income $     591,832 $     594,905
Adjustments to reconcile net income to net    
cash provided by operating activities:    
Depreciation 106,822 108,963
Loss on sale of securities      51,250      1,229
Decrease (increase) in:    
Accounts receivable (508,865) (50,716)
Inventories (108,090) (23,964)
Prepaid expenses 15,222 6,656
Loans and exchanges 4,045 (900)
Accrued interest receivable 8,196 (60,434)
(Decrease) increase in:    
Accounts payable 33,941 32,961
Accrued income taxes (151,028) 68,585
Accrued salaries and wages (18,948) (41,469)
Accrued professional fees (18,058) (15,643)
Other current liabilities

1,164

2,250

Net cash provided by operating activities 7,483 622,423
     
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchases of property and equipment (13,197) -0-
Purchases of securities (583,366) (7,336,103)
Proceeds from sales of securities

630,413

68,250

Net cash provided (used) by investing activities 33,850 (7,267,853)
     
Increase (decrease) in cash 41,333 (6,645,430)
     
Cash and cash equivalents at beginning of period 1,751,489 8,398,276
     
Cash and cash equivalents at end of period

$    1,792,822

$    1,752,846

     
SUPPLEMENTAL DISCLOSURES:    
Income taxes paid

$       562,528

$       344,325

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&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 thirty-nine weeks of the Company's fiscal year 2012. 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 29, 2011 together with the auditors' report filed as part of the Company's 2011 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 28, 2012
  (Unaudited)  
October 29, 2011
Raw materials and supplies $     317,483   $     336,176
Work in progress 420,720 309,769
Finished goods         126,608         110,776
Total Inventory

$      864,811

 

$      756,721

End of quarter inventories are stated at the lower of cost (first-in, first-out) or market. The inventory included in unaudited quarterly financial statements and in this Form 10-Q is based on estimates derived from an unaudited physical inventory count of work-in-progress and raw materials. The Company provides for estimated obsolescence on unmarketable inventory based upon assumptions about future demand and market conditions. If actual demand and market conditions are less favorable than those projected by management, additional inventory write downs may be required. Inventory, once written down, is not subsequently written back up, as these adjustments are considered permanent adjustments to the carrying value of the inventory. The Company conducts an audited physical inventory at the end of the fiscal year in connection with its audited financial statements and preparation of its Form 10-K.

3.  REVENUE RECOGNITION

The Company recognizes revenue in accordance with U.S. GAAP and SEC Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition. SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the price to the buyer is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgment 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 customarily ships its products FOB shipping point.

7



4.  FINANCIAL INSTRUMENTS

SFAS No. 157 (ASC 820), "Fair Value Measurements", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 (ASC 820) establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

SFAS No. 157 (ASC 820) prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
   
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
   
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, 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.

5.    RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB issued Accounting Standards Update No. 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and IFRS ("ASU 2011-04"), which amends ASC 820 Fair Value Measurement. ASU 2011-04 improves the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards. The amended guidance changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements. Although ASU 2011-04 is not expected to have a significant effect on practice, it changes some fair value measurement principles and disclosure requirements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011, and must be applied prospectively. Early application is not permitted. We do not anticipate that the adoption of ASU 2011-04 will have a material impact on our financial position or results of operations.

In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 "Comprehensive Income" ("ASU 2011-05"), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders' equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders' equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income. The amendments in this Update should be applied retrospectively and are effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2011. This statement will be effective for us for our 2013 fiscal year. We do not anticipate that the adoption of ASE 2011-05 will have a material impact on our financial position or results of operations.

8



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 2011 Form 10-K.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis of financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Specifically, inventory is estimated quarterly and reconciled at the end of the fiscal year when a comprehensive physical count is conducted (also see Notes to Consolidated Financial Statements, Note 1 Summary of Significant Accounting Policies and Note 2 Inventories).

9



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. Market projections for commercial aircraft are improving and this trend should be positive for the Company. We recognized third quarter sales of $1,779,154 and net income of $300,975. Sales are up 9% or $242,408 from the second quarter of Fiscal Year 2012. Compared to the third quarter of Fiscal Year 2011, sales are up 26%. During the third quarter of 2012, the Company booked $1,197,000 in new orders compared to $1,949,000 in new orders booked for the second quarter of 2012 and $1,190,000 in new orders booked during the third quarter of 2011. Our backlog of unshipped orders was approximately $2,538,000 at the end of third quarter, down approximately 18% from $3,103,000 at the end of the second quarter of 2012 and up 64% from the $1,545,000 backlog at the end of the third quarter of 2011. We currently expect fourth quarter sales to be approximately $1,600,000.

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 make shipments. Since the Company has two customers that together represent over 68% of sales, any significant change in the requirements of either of those customers has a direct impact on our revenue for the quarter.

RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED July 28, 2012 COMPARED WITH THIRTEEN WEEKS ENDED JULY 30, 2011

NET SALES
Net sales for the third quarter ended July 28, 2012 were $1,779,154 which is $371,705 and 26% more than the net sales of $1,407,449 for the same quarter last year. This increase in sales is primarily the result of a general increase in demand for the Company's instrument glass for use in commercial jet aircraft. The third quarter last fiscal year reflected a steep drop in sales following a significant inventory build up by one of our major customers in the prior two quarters of that year.

COST OF SALES
Cost of sales for the quarter ended July 28, 2012 increased $143,205 or 15% to $1,111,992 or 63% of sales, compared to $968,767 or 69% 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 operating efficiency realized from a 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 28, 2012 increased $228,505 to $667,162 or 38% of sales from $438,657 or 31% of sales reported for the same quarter last year, primarily as a result of increased efficiencies from economies of scale.

10



OPERATING EXPENSES
Operating expenses increased by $62,198 to $248,803 from $186,605 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 $418,359 or 24% of sales, for the quarter ended July 28, 2012, an increase of $166,307 over operating income of $252,052 or 18% of sales for the same quarter last year. The increase in operating income is principally the result of above described increase in sales and operating efficiencies discussed above.

OTHER INCOME
Other income of $91,616 for the third quarter of fiscal year 2012 decreased $19,778 from $111,394 for the same quarter last year and reflects a recognized loss of $51,250 on the sale of securities.

PROVISONS FOR INCOME TAX
Income tax expense for the third quarter ended July 28, 2012 was $209,800 or 41% of pre-tax income, compared to $149,000 or 41% of pre-tax income for the third quarter ended July 30, 2011.

NET INCOME
Net income for the third quarter ended July 28, 2012 was $300,975 or $0.39 per share, compared to net income of $214,446 or $0.28 per share, for the third quarter ended July 30, 2011 for the reasons outlined above.

THIRTY-NINE WEEKS ENDED July 28, 2012 COMPARED WITH THIRTY-NINE WEEKS ENDED JULY 30, 2011

NET SALES
Net sales for the period ended July 28, 2012 were $4,794,790 which is $90,429 and 2% more than the net sales of $4,701,361 for the comparable period last year.

COST OF SALES
Cost of sales for the period ended July 28, 2012 was $3,351,227 or 70% of sales, compared to $3,173,981 or 68% of sales, for the same period last year.

GROSS PROFIT
Gross profit for the period ended July 28, 2012 decreased $86,817 to $1,443,563 or 30% of sales, from $1,530,380 or 32% of sales, reported for the comparable period last year.

OPERATING EXPENSES
Operating expenses increased by $39,964 and 6% from $662,216 during the period ended July 30, 2011 to $702,180 during the same period last year.

OPERATING INCOME
The Company realized operating income of $741,383 or 15% of sales, for the period ended July 28, 2012, compared to operating income of $868,164 or 18% of sales, for the same period last year.

11



OTHER INCOME
Other income of $261,649 for the period ended July 28, 2012 increased $121,508 from $140,141 for the same period for last year, primarily due to a redeployment of a large portion of the Company's cash and cash equivalents into a managed portfolio of income securities, which occurred in the second quarter of Fiscal Year 2011.

INCOME TAX
Income tax expense for the period ended July 28, 2012 was $411,200 and 41% of pre-tax income, compared to $413,400 and 41% of pre-tax income for the comparable period ended July 30, 2011.

NET INCOME
Net income for the three quarter period ended July 28, 2012 decreased $3,073 to $591,832 or $0.76 per share, compared to net income of $594,905 or $0.77 per share for the prior comparable period.

FINANCIAL CONDITION
The Company utilizes its working capital to finance current operations and capital improvements. Cash and cash equivalents have increased $41,333 from $1,751,489 at the end of the fiscal year on October 29, 2011 to $1,792,822 for the thirty-nine week period ended July 28, 2012. The Company also has a significant portfolio of marketable securities, most of which is invested in a portfolio of income producing securities. All such resources are available for facilities expansion and capital equipment expenditures. We continue to review appropriate use of such financial resources for future growth and development. The Company maintains a strong liquidity in its current position in order to improve its ability to deal with the risks and uncertainties in the market place and, at the same time, increase its yield on those assets not needed for day to day operations at this time.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting Company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by Item 3.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Based on an evaluation conducted as of July 28, 2012 by our management, including our Chief Executive Office ("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.

12



PART II   OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, the Company is from time to time a party to legal proceedings. The Company currently believes that the ultimate outcome of these matters will not have a material adverse impact on the results of operations, liquidity or financial position of the Company.

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. 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

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.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
September 11, 2012
 

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PINX:OPST OPT Sciences Corp. Quarterly Report 10-Q Filling

OPT Sciences Corp. PINX:OPST Stock - Get Quarterly Report SEC Filing of OPT Sciences Corp. PINX:OPST stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:OPST OPT Sciences Corp. Quarterly Report 10-Q Filing - 7/28/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Title |  Date |  Company |  Symbol |  Interest |  Popularity

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