OPST Opt Sciences Corp (CE)

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 May 2, 2015.
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 15, 2015.

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PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Opt-Sciences Corporation

CONSOLIDATED BALANCE SHEETS

ASSETS

		May 2, 2015 (Unaudited)				November 1, 2014
CURRENT ASSETS
Cash and cash equivalents		$	3,682,987			$	3,259,372
Marketable securities			8,420,793				8,001,647
Trade accounts receivable			1,320,955				1,495,707
Inventories			993,313				858,253
Prepaid expenses			17,392				17,069
Loans and exchanges			5,350				4,820
Accrued interest receivable			46,658				54,563
Total current assets			14,487,448				13,691,431
PROPERTY AND EQUIPMENT
Land			216,406				216,406
Building and improvements			990,491				980,398
Machinery and equipment			2,209,846				2,202,225
Total property and equipment			3,416,743				3,399,029
Less accumulated depreciation			2,444,795				2,377,080
Net property and equipment			971,948				1,021,949
OTHER ASSETS
Deposits			2,837				2,837
Total assets		$	15,462,233			$	14,716,217

Opt-Sciences Corporation

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY

		May 2, 2015 (Unaudited)				November 1, 2014
CURRENT LIABILITIES
Accounts payable - trade		$	114,671			$	92,446
Accrued income taxes			115,055				20,313
Accrued salaries and wages			213,355				314,657
Accrued professional fees			35,000				38,357
Deferred income taxes			57,324				27,380
Other current liabilities			42,384				50,408
Total current liabilities			577,789				543,561
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			14,417,349				13,755,871
Accumulated other comprehensive income:
Unrealized holding gain on marketable securities			131,618				81,308
Less treasury stock at cost - 224,415 shares			(187,218)				(187,218)
Total stockholders' equity			14,884,444				14,172,656
Total liabilities and stockholders' equity		$	15,462,233			$	14,716,217

Opt-Sciences Corporation

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

		Three Months Ended May 2, 2015				Three Months Ended April 26,2014				Six Months Ended May 2, 2015				Six Months Ended April 26,2014
NET SALES		$	1,783,282			$	1,753,365			$	3,579,366			$	3,083,576
COST OF SALES			947,078				1,090,087				2,100,996				2,134,746
Gross profit on sales			836,204				663,278				1,478,370				948,830
OPERATING EXPENSES
Sales & delivery			3,386				6,912				7,553				7,826
General & administrative			281,879				263,271				588,290				524,919
Total operating expenses			285,265				270,183				595,843				532,745
Operating income			550,939				393,095				882,527				416,085
OTHER INCOME			110,752				103,758				201,851				262,625
Income before taxes			661,691				496,853				1,084,378				678,710
FEDERAL AND STATE INCOME TAXES			258,100				188,800				422,900				257,900
Net income			403,591				308,053				661,478				420,810
OTHER COMPREHENSIVE INCOME
Unrealized holding gains on
marketable securities, net of taxes			5,231				79,877				50,310				42,281
Comprehensive income		$	408,822			$	387,930			$	711,788			$	463,091
EARNINGS PER SHARE OF
COMMON STOCK		$	0.52			$	0.40			$	0.85			$	0.54
Average shares of stock outstanding			775,585				775,585				775,585				775,585

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (Unaudited)

		Three Months Ended May 2, 2015				Three Months Ended April 26,2014				Six Months Ended May 2, 2015				Six Months Ended April 26,2014
RETAINED EARNINGS - beginning of period		$	14,013,758			$	12,754,549			$	13,755,871			$	12,641,792
Net income			403,591				308,053				661,478				420,810
RETAINED EARNINGS - end of period		$	14,417,349			$	13,062,602			$	14,417,349			$	13,062,602

Opt-Sciences Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

		Six Months Ended May 2, 2015				Six Months Ended April 26,2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	661,478			$	420,810
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation			67,715				71,103
Loss (gain) on sale of securities			16,765				(66,721)
Decrease (increase) in:
Accounts receivable			174,752				(8,294)
Inventories			(135,060)				(101,443)
Prepaid expenses			(323)				(5,347)
Prepaid income taxes			-0-				(41,479)
Loans and exchanges			(530)				120
Accrued interest receivable			7,905				1,892
Deposits			-0-				19,834
(Decrease) increase in:
Accounts payable			22,225				21,319
Accrued income taxes			94,742				(54,950)
Accrued salaries and wages			(101,302)				(67,563)
Accrued professional fees			(3,357)				(69,165)
Other current liabilities			(8,024)				(20,070)
Net cash provided by operating activities			796,986				100,046
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets			(17,714)				(85,090)
Purchases of securities			(1,106,191)				(527,690)
Proceeds from sale of securities			750,534				477,374
Net cash (used) by investing activities			(373,371)				(135,406)
Increase (decrease) in cash			423,615				(35,360)
Cash and cash equivalents at beginning of period			3,259,372				3,446,819
Cash and cash equivalents at end of period		$	3,682,987			$	3,411,459
SUPPLEMENTAL DISCLOSURES:
Income taxes paid		$	328,158			$	354,329

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 2015. 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 November 1, 2014 together with the auditors' report filed as part of the Company's 2014 Annual Report on Form 10-K.

The three months that ended May 2, 2015 and the three months that ended April 26, 2014 represent thirteen weeks respectively. The six months that ended May 2, 2015 and the six months that ended April 26, 2014 represent 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:

		May 2, 2015 (Un-audited)				November 1, 2014
Raw materials and supplies		$	363,773			$	441,138
Work in progress			476,768				285,138
Finished goods			152,772				131,977
Total Inventory		$	993,313			$	858,253

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.

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.

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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.

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.

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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 2014 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).

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 robust commercial, business, regional and military aircraft markets. We recorded second quarter sales of $1,783,282 and net income of $403,591. Sales decreased approximately 1% or $12,802 from net sales in the first quarter of Fiscal Year 2015. Compared to the second quarter of 2014, sales increased approximately 2% or $29,917. We currently expect third quarter sales to be approximately $1,800,000 or in line with the previous two quarters. International financial concerns 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 2015, the Company booked $2,749,000 in new orders compared to $1,973,000 in new orders booked for the first quarter of 2015 and $2,310,000 in new orders booked in the second quarter of 2014. Our backlog of unshipped orders was approximately $3,098,000 at the end of the second quarter, up approximately $966,000 from the end of the first quarter of 2015 and up approximately $688,000 from the second quarter of 2014. The higher backlog is primarily due to a large multi-year order from one of our customers.

Approximately 85% of the backlog is scheduled for delivery in Fiscal Year 2015. 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 and two subcontractors of one of those customers that all together represented approximately 63% of sales for the second quarter, 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.

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RESULTS OF OPERATIONS - SECOND QUARTER

THREE MONTHS ENDED MAY 2, 2015 COMPARED WITH THREE MONTHS ENDED APRIL 26, 2014

NET SALES
Net sales for the second quarter were $1,783,282 which is $29,917 or approximately 2% more than the net sales of $1,753,365 for the second quarter last year. These changes are generally due to normal fluctuations in quarterly demands by our largest customers.

COST OF SALES
Cost of sales for the second quarter decreased $143,009 or approximately 13% to $947,078 or 53% of sales compared to $1,090,087 or 62% of sales for the second quarter last year. This decrease in cost of sales is primarily related to changes in the product mix sold during the quarter. 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 increased $172,926 to $836,204 or approximately 47% of sales from $663,278 or 38% of sales reported for the second quarter last year. This increase in gross profit margin is due to decreases in raw material and overhead expenses for the quarter and is not necessarily indicative of future quarterly margins.

OPERATING EXPENSES
Operating expenses increased $15,082 to $285,265 from $270,183 for the same quarter last year. This increase in operating expenses is primarily related to increased professional fees. 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 $550,939 or approximately 31% of sales for the second quarter compared to operating income of $393,095 or approximately 22% of sales for the second quarter last year. The increase in operating income is based on the factors described above.

OTHER INCOME
Other income of $110,752 for the second quarter increased by $6,994 from the same quarter last year.

PROVISONS FOR INCOME TAX
Income tax expense for the second quarter was $258,100 or 39% of pre-tax income compared to $188,800 or 38% of pre tax income for the second quarter last year.

NET INCOME
Net income for the second quarter that ended May 2, 2015 was $403,591 or $0.52 per share compared to $308,053 or $0.40 per share for the second quarter last year that ended April 26, 2014.

SIX MONTHS ENDED MAY 2, 2015 COMPARED WITH SIX MONTHS ENDED APRIL 26, 2014

NET SALES
Net sales for the first two quarters were $3,579,366 which is $495,790 more than the net sales of $3,083,576 for the first two quarters last year.

COST OF SALES
Cost of sales for the first two quarters decreased $33,750 or 2% to $2,100,996 or 59% of sales, compared to $2,134,746 or 69% of sales for the first two quarters 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 first two quarters increased $529,540 to $1,478,370 or approximately 41% of sales from $948,830 or 31% of sales reported for the first two quarters last year.

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OPERATING EXPENSES
Operating expenses increased $63,098 to $595,843 from $532,745 for the same six month period 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 $882,527 or approximately 25% of sales for the six months compared to operating income of $416,085 or approximately 13% of sales, for the first six months last year.

OTHER INCOME
Other income of $201,851 for the first two quarters decreased by $60,774 from the same two quarters last year. This decrease was primarily related to capital gains that were realized in the first quarter last year.

PROVISONS FOR INCOME TAX
Income tax expense for the first two quarters was $422,900 or 39% of pre-tax income compared to $257,900 or 38% of pre tax income for the first two quarters last year.

NET INCOME
Net income for the six months ending May 2, 2015 was $661,478 or $0.85 per share compared to $420,810 or $0.54 per share for the six months ending April 26, 2014.

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.  As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures are effective to reasonably ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. This 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.

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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.

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 May 2, 2015 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 15, 2015

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED 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.

Opt-Sciences Corporation

/s/ Anderson L. McCabe

Anderson L. McCabe Chief Executive Officer & Chief Financial Officer June 15, 2015