PART
I
Optigenex
Inc. is referred to as “we”, “our” or “us”
EXPLANATORY
NOTE
Form
10-Q/A
Amendment
#1
On
August
4, 2008, we filed our Form 10-Q for the quarterly period ended June 30,
2008. On
September 19, 2008, we received a comment letter from the Securities
and
Exchange Commission’s Division of Corporation Finance (“the SEC”) regarding our
internal control over financial reporting. As a result of this comment
letter,
we reassessed our internal control over financial reporting, specifically
as to
the matters contained below and filed this Amendment Number 1 to Form
10-Q to
amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2008. Our reassessment is based on: (a) the matters addressed
in
September 19, 2008 comment letter; (b) consultation with our legal counsel;
(c)
consultation with our independent registered public accounting firm;
and (d) our
review of: (i) “Internal Control over Financial Reporting - Guidance for Smaller
Public Companies published by the Committee of Sponsoring Organizations
of the
Treadway Commission (“COSO”); (ii) Internal Control over Financial Reporting -
Guidance for Smaller Public Companies published by COSO; and (iii) various
SEC
releases and SEC interpretative guidance regarding internal control over
financial reporting.
This
Amendment Number 1 to our Form 10-Q amends Item 4T of Part I of Form
10-Q and
the Principal Executive Officer and Principal Financial Officer Certifications
under Item 601(b)(31) of Regulation S-B (the “Amended Items”). In accordance
with Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the
“Exchange Act”), the amended items have been amended and restated in their
entirety. No attempt has been made in this Amendment Number 1 to our
Form 10-Q
to modify or update other disclosures as presented in the original Form
10-Q.
Item
4T. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures:
We
maintain disclosure controls and procedures, as defined in Rules 13a-15(e)
and
15d-15(e) under the Exchange Act that are designed to insure that information
required to be disclosed in the reports we file or submit under the Exchange
Act
is recorded, processed, summarized and reported within the periods specified
in
the Securities and Exchange Commission’s rules and forms and that such
information is accumulated and communicated to our management, including
our
Chief Executive Officer/Chief Financial Officer, or the persons performing
similar functions, to allow timely decisions regarding required
disclosure.
As
previously disclosed in Amendment Number 2 to our Form 10-KSB for the
year ended
December 31, 2007, we concluded that our disclosure controls and procedures
were
ineffective as of December 31, 2007. The fact that we filed our Form
10-KSB
thirty (30) days late was attributable to having ineffective disclosure
controls
and procedures. We have also previously disclosed in Amendment Number
2 to our
Form 10-Q for the quarterly period ended March 31, 2008 that our disclosure
controls and procedures were ineffective as of March 31, 2008.
Under
the
supervision and participation of our Chief Executive Officer/Chief Financial
Officer, or the persons performing similar functions, our management
has
evaluated the effectiveness of our disclosure controls and procedures
as of the
end of the period covered by this quarterly report. Based on that evaluation,
our Chief Executive Officer/Chief Financial Officer, or the persons performing
similar functions, concluded that our disclosure controls and procedures
were
ineffective as of June 30, 2008.
Specifically,
in Amendment Number 2 to our Form 10-KSB for the year ended December
31, 2007 we
outlined certain steps that we felt were necessary to strengthen our
disclosure
controls and procedures, in order to evaluate and remedy the deficiencies
and to
test these procedures and controls on an ongoing basis. Those steps are
repeated
below:
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1.
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We
are seeking to hire a Chief Financial Officer, or an employee
who will
perform the functions of a Chief Financial Officer, who will
strengthen
our disclosure controls and procedures by implementing procedures
that
enhance the recording, processing, summarizing and reporting
of the
information which we are required to file within the time periods
specified in the Commission’s rules and forms. This individual will also
be responsible for simplifying certain accounting procedures
and arrange
for the training of any additional accounting personnel that
we may hire
in the future, which will be beneficial to strengthening our
disclosure
controls, expand our documentation of accounting transactions
and related
reviews, improve the timeliness and quality of financial reports
to
management, and improve the communication between our accounting/finance
department and all sectors of our business;
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2.
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We
will increase our use of outside advisors to improve our quality
of
disclosure.
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As
of
June 30, 2008 we had not yet hired a full time Chief Financial Officer
to
perform the functions described above as a result, we have concluded
that our
disclosure controls and procedures were ineffective as of June 30, 2008.
We will
continue to seek to hire a qualified Chief Financial Officer or an employee
to
perform the functions described above. Currently we rely on the services
of an
outside consultant to assist management in performing these functions.
Evaluation
of Changes in Internal Control over Financial Reporting:
Under
the
supervision and with the participation of our Chief Executive Officer/Chief
Financial Officer, or those persons performing similar functions, our
management
has evaluated changes in our internal controls over financial reporting
that
occurred during the second quarter of 2008. Based on that evaluation,
our Chief
Executive Officer/Chief Financial Officer, or those persons performing
similar
functions, did not identify any change in our internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Important
Considerations:
The
effectiveness of our disclosure controls and procedures and our internal
control
over financial reporting is subject to various inherent limitations,
including
cost limitations, judgments used in decision making, assumptions about
the
likelihood of future events, the soundness of our systems, the possibility
of
human error, and the risk of fraud. Moreover, projections of any evaluation
of
effectiveness to future periods are subject to the risk that controls
may become
inadequate because of changes in conditions and the risk that
the
degree of compliance with policies or procedures may deteriorate over
time.
Because of these limitations, there can be no assurance that any system
of
disclosure controls and procedures or internal control over financial
reporting
will be successful in preventing all errors or fraud or in making all
material
information known in a timely manner to the appropriate levels of
management.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
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OPTIGENEX
INC.
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/s/
Daniel Zwiren
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Daniel
Zwiren
Chief
Executive Officer
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Dated:
October 14, 2008
In
accordance with the Exchange Act, this report has been signed below by
the
following persons on behalf of the registrant and in the capacities and
on the
dates indicated.
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Signature
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Title
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Date
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/s/ Daniel
Zwiren
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Chairman
of the Board
Chief
Executive Officer (Principal Executive Officer)
Chief
Financial Officer (Principal Accounting Officer)
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October
14, 2008
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Daniel
Zwiren
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