U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
                                     FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended November 2, 2002

Commission File No. 0-1455

OPT-SCIENCES CORPORATION
(Name of small business issuer in its charter)

        NEW JERSEY                             21-0681502
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

Post Office Box 221, 1912 Bannard Street, Riverton, New Jersey  08077
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including Area Code: (856) 829-2800

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.25 par value per share
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                                  YES    X             NO

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB (X)

State issuer's revenues for its most recent fiscal year:  $4,262,824.

The aggregate market value of the 239,965 common shares held by non-affiliates
of the registrant was $1,739,746, computed by reference to the closing bid









                                  1





price of such stock as listed on the non NASDAQ over the counter market on
December 31, 2002.

This computation is based on the number of issued and outstanding shares held
by persons other than officers, directors and shareholders of 5% or more of
the registrant's common shares.





(APPLICABLE ONLY TO CORPORATE EGISTRANTS)

The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date.  Common Stock, par value of $.25 per
share: 775,585 Shares outstanding as of December 31, 2002.

Documents Incorporated by Reference:  See Exhibits.  Also see Notice of 2003
Annual Meeting of Shareholders to be held on April 3, 2003 and related
Management Information Statement which are to be filed and incorporated by
reference into Items 9 through 12 of Part III.

Transitional Small Business Disclosure Format

Yes    No X


























                                  2





                                  TABLE OF CONTENTS

FORM 10-KSB ANNUAL REPORT - FISCAL YEAR 2002
OPT-SCIENCES CORPORATION AND SUBSIDIARY

PART I

                                                       PAGE
Item  1.  Description of Business                        4
Item  2.  Description of Property                        7
Item  3.  Legal Proceedings                              7
Item  4.  Submission of Matters to a
               Vote of Security Holders                  7

PART II

Item  5.  Market for Common Equity and
              Related Stockholder Matters                7
Item  6.  Management's Discussion and Analysis
              or Plan of Operation                       8
Item  7.  Financial Statements                          10
Item  8.  Changes In and Disagreements
              with Accountants on Accounting
              and Financial Disclosure                  10

PART III

Item  9.  Directors, Executive Officers,
             Promoters and Control Persons;
             Compliance with Section 16(a)
             of the Exchange Act                        10
Item 10. Executive Compensation                         10
Item 11. Security Ownership of Certain
             Beneficial Owners
             and Management                             10
Item 12. Certain Relationships and Related
             Transactions                               10

PART IV

Item 13. Exhibits and Reports on Form 8-K               10
Item 14. Controls and Procedures                        11

                Signatures                              12
                Section 302 Certification               12
                Section 906 Certification               15





                                  3





PART I

  This annual report contains forward-looking statements.  These
statements relate to future events or future financial performance and involve
known and unknown risks, uncertainties and other factors that may cause the
Company's or its industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by the forward-
looking statements.

  In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," or the
negative of these terms or other comparable terminology.  These statements
are only predictions.  Actual events or results may differ materially.

  Although Management believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance or achievements.  Moreover, neither
the Company nor any person assumes responsibility for the accuracy and
completeness of these forward-looking statements.  The Company is under no
duty to update any of the forward-looking statements after the date of this
report to conform its prior statements to actual results.

ITEM 1.  DESCRIPTION OF BUSINESS

BUSINESS OF THE COMPANY.  Overview.  Opt-Sciences Corporation,
formed in 1956, conducts its business through its wholly owned subsidiary, O &
S Research, Inc.  Both companies are New Jersey corporations.  As used in this
form 10-KSB, the term "Company" refers to the combined operations of Opt-
Sciences Corporation and O & S Research, Inc.  The principal business of the
Company is to provide optical coatings, filters, faceplates and lighting
Wedges which improve display readability for electronic instruments used
primarily in aircraft.  This includes the application of different types of
anti-reflection coatings, transparent conductive coatings and other optical
coatings. The Company also provides full glass cutting, grinding and painting
operations which augment its optical coating capabilities.  Most of the
Company's products are designed to enable pilots to read aircraft instruments
in direct sunlight or at night or in covert situations using appropriate night
vision filters.  This business is a niche business primarily dependent for its
success on aircraft manufacturing and retrofitting.  It requires custom
manufacturing of small lots of products to satisfy component requirements for
specific aircraft.








                                  4





CORE PRODUCTS.  The distinguishing characteristic of the Company's
business is its optical thin film coating capability.  Almost all products
which the Company offers incorporate an optical coating of some type.  The
primary coatings are its anti-reflection coating used for glare reduction and
its transparent conductive coating used for electromagnetic interference
shielding.  Either or both coatings are applied to different types of glass
face plates which are mounted on the front of liquid crystal displays (LCDs),
cathode ray tubes (CRTs) and electromechanical displays (EMDs).


NEW PRODUCTS; ANCILLARY PRODUCTS AND SERVICES.  In addition
to coated glass described above, the Company also offers a full range of other
specialty instrument glass, including night vision filter glass, circular
polarizers, touchpads, glass sandwiches for LCDs as well as other custom
designed specialty glass components and assemblies.  In September 2000, the
Company acquired Astro thin film coating equipment which allows the Company
to apply anti-reflection coatings to large glass substrates and optical
filters at a more competitive price. The Astro coating equipment is now
operational, and its output will be used for displays generally larger than
13" diagonal. This system has begun to generate revenues but they are not
yet material.  The Company is developing procedures to optimize satisfactory
production and is soliciting orders for such production.  Both LCD and CRT
displays in 13" and larger diagonal size range are used in medical, industrial
and commercial products and will serve a new customer and product base for the
Company.

GROWTH STRATEGY.  The Company has adopted a fiscally conservative approach
to the development of new business.  It continues to identify new customers
for its products, to collaborate with customers in adapting its products
to customer requirements, to price its products competitively but profitably,
to maintain high quality, to add capital equipment as required and to adjust
personnel levels based on market circumstances.  Since the beginning of Fiscal
Year 2003, Management has seen a further decline in orders for display glass
used on commercial aircraft. Orders for the business aircraft and the military
aircraft industries and for other coated flat panel displays are remaining
steady, with an expectation of only moderate growth in those areas over the
next few years.  The Company anticipates growth for its non-aircraft products
in medical, industrial and commercial markets, but the amount of such growth
is difficult to predict at this time.

The Company recently acquired and installed a new coating unit to augment and
upgrade the capacity of the Company to meet its potential customers' needs.








                                  5





MARKETING AND SALES.  The principal sales executive of the Company is
the President, who maintains regular contact with the largest customers and
continually seeks to develop new customers. The Company does not currently
employ the services of manufacturers representatives or sales personnel.  The
Company and its products are listed in the Thomas Register.  The Company also
maintains its own website at osresearch.com.  The Company engages in a low
cost public relations and advertising program.  Orders are usually placed with
the Company by purchasing personnel of major corporations or governmental
agencies, based on price, delivery terms, satisfaction of technical
specifications and quality control.  Purchases by the Company's customers are
ordinarily from vendors on an approved vendor list.  Sales are assisted by
creative technical solutions to customer requirements.  The Company is already
an approved vendor for major aircraft programs and this improves product
acceptance by new customers.  The Company continues to be the lead supplier
for the anti-glare panels for the flat panel displays on the Boeing 777, the
737-800 and the 717 models of commercial aircraft.  The Company's customer
base is narrow, with three customers constituting approximately 52% of all
sales.  The Company had a backlog of orders equal to $1.33 million at the
end of Fiscal Year 2002, approximately $490,000 less than at the end of
the prior year.  The Company continues to see a decline in the flow of
new orders for instrument panel glass used in new commercial aircraft.
Management attributes this decrease primarily to the reduction in sales
of Boeing and Airbus commercial aircraft.

PATENTS, TRADEMARKS AND PROPRIETARY KNOWLEDGE.  The
Company does not hold any patent or registered trademark.  Part of its
competitive advantage, however, consists of accumulated experience and know-
how in satisfying the instrument glass requirements of its customers.

MANUFACTURING.  Cathode Ray Tubes and Liquid Crystal Displays are now
commonly used for aircraft instrumentation.  Typically, a customer sends such
items to the Company for processing; the Company uses its technology to apply
with great precision a micro thin optical non-glare and/or conductive coating
to a face plate, which is then mounted on the Cathode Ray Tube or Liquid
Crystal Display.  The face plate is cut from large pieces of glass which the
Company purchases from multiple domestic sources on a commodity basis.  After
testing for quality control, satisfactory products are shipped to the
customer.

Glass lenses are manufactured by the Company from raw glass pieces which the
Company purchases in large lots from vendors.  The glass is a commodity
product which can be purchased generally from several glass manufacturers.
The pieces are cut, grounded, polished and coated with a micro thin optical








                                  6





coating.  They are shipped to the customer after clearing through quality
control.

Unique to both processes is the deposit of a thin film of a metal or metal-
oxide on the surface of the glass. The process takes place in a heated vacuum
chamber.  The deposited material is heated to over 1800 degrees centigrade
causing it to evaporate. When the vapor contacts the glass, it condenses
forming a very thin film as hard as the original metal being evaporated. The
thin films range from 250 angstroms to 1500 angstroms thick.


ENVIRONMENTAL MATTERS.  The Company believes it is in material
compliance with applicable United States, New Jersey and local laws and
regulations relating to the protection of the environment, and it does not
spend material sums of money for those purposes.

COMPETITION.  The principal competition the Company faces is from larger
optical coating companies such as OCLI, and other similar sized companies
such as Metavac and Mod-A-Can, Inc.  Competition is based on product quality,
price, reputation and ability to meet delivery deadlines.  As pointed out
above (see Marketing and Sales), status as an approved vendor for the product
is frequently very important.

EMPLOYEES.  As of November 2, 2002, the Company employed 45 employees,
of which 43 were full time individuals and none of whom are union members.
This represents a decrease of 11 full time employees from the end of fiscal
2001.  The Company expects to adjust the number of its full time employees
further, if needed, in order to react to market conditions.  The Company
 believes it has a good relationship with its employees.  The Company is
subject to the federal minimum wage and hour laws and provides various routine
employee
benefits such as life and health insurance.  The Company provides a 401K Plan
for the benefit of all its employees; it does not have any stock option plan.

ITEM 2. DESCRIPTION OF PROPERTY

The Company conducts its operations at the principal office and manufacturing
facility located in the East Riverton Section of Cinnaminson, New Jersey.  The
Company owns this 1.4 acre property in fee simple, and the property is not
encumbered by any lien or mortgage.  The cinderblock and masonry facility
contains approximately 11,000 square feet of manufacturing space and
approximately 1,200 square feet of office space.  The Company also owns and
utilizes a building containing 3,000 square feet of warehouse and 5,000 square
feet of manufacturing space on premises adjacent to the main manufacturing
facility.  In addition, the Company is leasing on a year to year basis 5,000






                                  7





square feet for general warehouse and material storage.  Together, those
facilities meet the Company's current space requirements.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceeding.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

The Company did not submit any matter to a vote of security holders during the
fourth quarter of fiscal 2002.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SECURITY
HOLDER MATTERS

The Company has not listed its Common Shares on an established public trading
market, but shareholders do trade the Company's Shares on the non-NASDAQ
over the counter market.  The symbol for the Company's Shares is OPST.  Only
limited and sporadic trading occurs.  Subject to the foregoing qualification,
the following table sets forth the range of bid and asked quotations, for the
calendar quarter indicated, as recorded by Pink Sheets LLC., and reflects
inter-dealer prices, without retail mark up, mark down or commission and may
not necessarily represent actual transactions.

Fiscal 2001                                     Bid                Ask
  First Quarter                           $4.125 - 4.875       $5.00 -  6.00
Second Quarter                             3.50   - 4.50        5.00 -  7.00
Third Quarter                              3.75   - 4.00        7.00
Fourth Quarter                             4.00   - 4.95        7.00 - 11.00

Fiscal 2002                                     Bid                Ask
  First Quarter                           $4.95 - 5.85        $ 9.00 - 10.15
Second Quarter                             5.85 - 8.05         10.00 - 15.00
Third Quarter                              8.10 - 8.70         11.00
Fourth Quarter                             7.25 - 8.80          9.00 - 11.00

As of December 31, 2002, the closing bid for the Common Stock was $7.25 and
the closing ask was $9.00 per share.

The Company had 958 shareholders of record of its Common Stock as of
December 31, 2002.







                                  8





DISTRIBUTIONS

The Company did not declare or pay any dividend on its Common Stock during
Fiscal Year 2002 and does not presently intend to pay dividends on its Common
Stock in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

This Management's Discussion and Analysis as of November 2, 2002 should be
read in conjunction with the audited condensed consolidated financial
statements and notes thereto set forth in this report.  It may also contain
forward looking statements as defined in Part I hereof.

LIQUIDITY AND CAPITAL RESOURCES.

As a result of the Company's relatively strong cash position, the Company
has sufficient liquidity and credit to fund its contemplated capital and
operating activities through Fiscal 2003.  The Company also believes it
will generate earnings in Fiscal 2003 which will further assure the Company's
ability to meet its capital expenditure requirements.


RESULTS OF OPERATIONS

FISCAL YEAR 2002

Fiscal 2002 was not a good year for the Company.  Sales decreased by 22% to
$4.2 million and earnings dropped even more dramatically, from $603,906 in
Fiscal 2001 to $109,967 in Fiscal 2002.  The decline in earnings was in a
large part due to four factors: 1) the drop in production of new Boeing
commercial aircraft; 2) a decline in the spare parts market for older
commercial aircraft; the large available inventory of older commercial
aircraft contain parts which may be used as replacement parts; 3) the addition
of engineering personnel to supervise production and engage in research and
development of new products; and 4) start up costs for the Astro optical
coating machine.  The Company's backlog declined to $1.33 million at the
end of the fiscal year, a reduction of 27% from the end of the prior fiscal
year.  The new Astro optical coating system is expected to generate material
revenues by the end of the fourth quarter of 2003.

Income from other investment sources dropped 36%, due primarily to the sale at
a loss of certain high tech mutual fund investments of the Company.  A
significant improvement in income from other investments is not anticipated in
fiscal 2003.






                                  9





The events of September 11th, 2001 and the weak national economy continue to
have a dramatic effect on the aerospace industry, with the commercial aircraft
market being hit very hard. This market represents over 50% of the Company's
business. The aftermath of 9/11 included bankruptcies of major airlines and
the current recession, both of which are now being felt and will pose
significant challenges for the Company in the commercial avionics market over
at least the next two years.  The drop in commercial aircraft being
manufactured by Boeing will continue through 2004.  At the same time, as
stated above, the spare parts market for older airplanes is also declining,
as airlines utilize parts from surplus stored aircraft.  However, not all
sectors of the avionics industry are under the same pressure. The business
and military avionics markets remain steady and may even show moderate growth
over the next few years. The Company has increased its production capabilities
in both markets with an expectation of slight increases in sales over Fiscal
Year 2002.

The Company also has plans for diversifying its customer base. The
addition of the Astro optical coating unit will help change the Company's
market base by also serving non aviation markets.  This new product
offering may reduce risk to the Company.  Revenues from the Astro
optical coating equipment will come predominantly from commercial
display applications and to a lesser extent the aerospace display market.
In addition, the recent purchase of another coating unit has increased the
Company's capability to apply gold conductive coatings to certain types of
face plates for aircraft instrument.

                              FISCAL YEAR 2001

The financial results for Fiscal Year 2001 were a significant improvement over
Fiscal Year 2000.  Sales increased by 59% to $5.4 million resulting in an
increased in operating income to $963,000, a 756% increase over the poor
results of the prior year.  This turnaround was in large part due to three
factors:  1) over $1 million new business with Rockwell International; 2)
$500,000 of business with a new customer, Philips; 3) and a general improvement
in the aerospace market for the period prior to 9/11.  The Company's backlog
remained at approximately $1.82 million at the end of the Fiscal Year, but as
the year concluded shipments outpaced new orders and negative trends in the
aircraft industry bean to emerge.  The new Astro optical coating system which
the Company purchased in 2000 did not contribute to revenue in 2001 as
originally contemplated.  Income from other investments dropped 59% due to a
drop in prevailing interest rates and trading losses in the Company's
investment portfolio.









                                  10





INFLATION

During the three year period that ended on November 2, 2002, inflation did not
have a material effect on the Company's operating results.

ITEM 7. FINANCIAL STATEMENTS

The Consolidated Financial Statements, the notes thereto, and the report
thereon by Mayer, Shanzer & Mayer, P.C. dated January 6, 2003, are filed as
part of this report starting on page 16 below.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

There is no information relevant to the Registrant which must be disclosed
under this item.

PART III

The information required by Part III (Items 9, 10, 11 and 12) are incorporated
by reference from the Company's definitive Information Statement to be filed
in accordance with Section 240.14c-101, Schedule 14C.

PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-KSB

(a) Financial Statements, Schedules and Exhibits

1.  Financial Statements and Schedules. See Table of
Contents to Consolidated Financial Statements and
Schedules on page 17.

2.  Exhibits:

3.  Articles of Incorporation and By-Laws Incorporated by
reference to the Form 10-KSB filed by the Registrant
with the SEC for its fiscal year ended November 1, 1997
starting on page 22.
21.  List of Subsidiaries
Incorporated by reference to the Form 10-KSB filed by
the Registrant with the SEC for its fiscal year ended
November 1, 1997 starting on page 54.








                                  11





  (b) Reports on Form 8-K

  There were no reports filed on Form 8-K during the quarter
ended November 2, 2002

ITEM 14.  CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.

Based on evaluation as of a date within 90 days of the filing date of this
Annual Report on Form 10-KSB, Opt-Science's principal executive officer and
Principal accounting officer have concluded that Opt-Science's disclosure
controls and procedures (as defined in Rules 13a-14( c ) and 15d-14( c ) under
the Securities Exchange Act of 1934 (the "Exchange Act")) are effective to
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.

(b)  Changes in internal controls.

There were no significant changes in Opt-Science's internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

In accordance with the requirements of 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.


OPT-SCIENCES CORPORATION


By:_______________________________________
Anderson L. McCabe
President

Date:  January 30, 2003

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.







                                  12






SIGNATURE             TITLE                DATE

__________________
Anderson L. McCabe    President,           January 30, 2003
                      CEO, CFO
                      and Director

__________________    Secretary            January 30, 2003
Arthur J. Kania       Treasurer and
                      Director

___________________
Arthur J. Kania, Jr.  Director             January 30, 2003

____________________  Chief Accountant     January 30, 2003
Lorraine Domask

                     SECTION 302 CERTIFICATION

I, Anderson L. McCabe, President, Chief Executive Officer and Chief Financial
Officer, certify that:

1.  I have reviewed this annual report on Form 10-KSB of OPT-SCIENCES
CORPORATION;

2.  Based on my knowledge, this annual 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 annual report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as
of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)  designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;




                                  13





b)  evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)  presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;



5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or person performing the
equivalent functions):

  a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

  b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.  The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date:  January 30, 2003


/s/Anderson L. McCabe



Anderson L. McCabe
President, Chief Executive Officer and Chief Financial Officer












                                  14





                            SECTION 906 CERTIFICATION


I, Anderson L. McCabe, Chief Executive Officer and Chief Financial Officer of
OPT-SCIENCES CORPORATION (the "Company"), certify, pursuant to section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)  the Annual Report on Form 10KSB of the Company for the fiscal year
ended November 2, 2002 (the "Report) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m or 78o(d); and
(2)  the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated:  January 30, 2003


          By:/s/Anderson L. McCabe
Anderson L. McCabe, Chief Executive Officer and
                    Chief Financial Officer































                                  15





                  OPT - Sciences Corporation
                         and Subsidiary

                     Financial Statements

                     Years Ended November 2, 2002
                        and October 27, 2001



                        TABLE OF CONTENTS



                                                          PAGE


Independent Auditor's Report                               17

Consolidated Balance Sheets                                18

Consolidated Statements of Earnings                        20

Consolidated Statements of
      Stockholders' Equity                                 21

Consolidated Statements of Cash Flows                      22

Notes to Consolidated Financial Statements                 24






















                                  16





                         INDEPENDENT AUDITOR'S REPORT



To Stockholders and Board of Directors
OPT-Sciences Corporation

We have audited the accompanying consolidated balance sheets of OPT-Sciences
Corporation and Subsidiary as of November 2, 2002 and October 27, 2001 and
The related consolidated statements of earnings and stockholders' equity and
Cash flows for each of the fiscal years in the two year period ended November
2, 2002.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of OPT-Sciences
Corporation and Subsidiary as of November 2, 2002 and October 27, 2001 and the
consolidated results of their operations and their cash flows for each of the
fiscal years in the two year period ended November 2, 2002 in conformity with
U.S. generally accepted accounting principles.



Mayer, Shanzer, & Mayer, P.C.

A Professional Corporation



January 6, 2003










                                  17





                                    ASSETS

                                                 November 2,    October 27,
                                                    2002          2001
CURRENT ASSETS

Cash and cash equivalents                        $4,233,346     $4,424,969
Cash - restricted                                   228,435           -0-
Trade accounts receivable                           679,449      1,055,356
Inventories                                         397,403        429,056
Prepaid expenses                                     15,759         38,982
Prepaid income tax                                    8,900           -0-
Loans and exchanges                                   4,825           -0-
Deferred Income Taxes                                17,287           -0-
Marketable securities                             1,017,795      1,082,483

  Total current assets                            6,603,199      7,030,846


PROPERTY AND EQUIPMENT

Land                                                114,006        114,006
Building and improvements                           433,307        346,571
Machinery and equipment                           1,577,714      1,212,241
Small tools                                          53,580         53,580
Furniture and fixtures                                8,048          8,048
Office equipment                                     52,594         50,924
Transportation equipment                             60,100         60,100

  Total property and
    equipment                                     2,299,349      1,845,470

  Less:  accumulated depreciation                 1,131,004      1,033,207

              Net property and
                equipment                         1,168,345        812,263


OTHER ASSETS

Deposits                                              2,837          2,837

Total assets                                     $7,774,381     $7,845,946








                                  18





                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                               November 2,    October 27,
                                                  2002           2001
CURRENT LIABILITIES

Accounts payable - trade                        $429,269      $139,096
Accrued income taxes                                -0-        315,744
Other current liabilities                        129,942       255,466

  Total current liabilities                      559,211       710,306


STOCKHOLDERS' EQUITY

  Common capital stock - par value
    $.025 per share - authorized
    and issued 1,000,000 shares                  250,000       250,000
  Additional paid in capital                     272,695       272,695
  Retained earnings                            6,963,623     6,853,656
  Accumulated other comprehensive income:
  Unrealized holding (loss) gain
    on marketable securities                     (83,930)      (53,493)
  Less treasury stock at cost -
    224,415 shares and 224,415 shares           (187,218)     (187,218)


    Total stockholders' equity                 7,215,170     7,135,640

            Total liabilities and
               stockholders' equity            7,774,381     7,845,946




















                                  19





                                   Fiscal Year Ended      Fiscal Year Ended
                                   November 2, 2002       October 27, 2001
                                     (53 Weeks)              (52 Weeks)


NET SALES                            $4,191,377              $5,402,967

COST OF SALES                         3,461,568               3,750,091

Gross profit on sales                   729,809               1,652,876


OPERATING EXPENSES

Sales & delivery                         99,596                  88,982
General and administrative              547,166                 600,646

 Total operating expenses               646,762                 689,628

 Operating income                        83,047                 963,248

OTHER INCOME                             71,447                 112,338

 Net income before taxes                154,494               1,075,586

FEDERAL AND STATE
  INCOME TAXES                           44,527                 471,680

 Net income                            $109,967                $603,906

EARNINGS PER SHARE OF
  COMMON STOCK                            $0.14                   $0.78

Weighted average number
  of shares                             775,585                 775,585
















                                  20





                                                Accumulated
                                                Other
                     Common  Paid-in  Retained  Comprehensive  Treasury
                     Stock   Capital  Earnings  Income         Cost      Total


BALANCE -
  OCTOBER 29, 2000  $250,000 272,695  6,249,750   (9,661)  (187,218) 6,575,566

Net income for
  the fiscal year
  ended October
  27, 2001                              648,773                        648,773
Other comprehensive income,
  net of tax:
  Unrealized holding
  losses on
  securities arising
  during period,
  net of tax of
  $33,067                                        (43,832)             (43,832)

TOTAL COMPREHENSIVE INCOME                                             604,941

BALANCE -
  OCTOBER 27, 2001  $250,000  272,695  6,898,523 (53,493)  (187,218) 7,180,507

Prior period adjustment                  (44,867)                     (44,867)

BALANCE RESTATED,
  OCTOBER 27, 2001  $250,000  272,695  6,853,656 (53,493)  (187,218) 7,135,640

Net income for fiscal year
  ended November 2, 2002                 109,967                       109,967

Unrealized holding
  losses on
  securities arising
  during period,
  net of tax of
  $22,962                                        (30,437)              (30,437)

TOTAL COMPREHENSIVE INCOME                                              79,530

BALANCE
  NOVEMBER 2, 2002  $250,000  272,695  6,963,623 (83,930)  (187,218) 7,215,170





                                  21





                                  Fiscal Year Ended      Fiscal Year Ended
                                  November 2, 2002       October 27, 2001
                                    (53 Weeks)              (52 Weeks)
CASH FLOWS FROM OPERATING ACTIVITIES

Net income                          $109,967                  $603,906

Adjustments to reconcile net income to net
  cash provided by operating activities:

Depreciation                          97,797                    78,671
Loss on sale of securities            57,760                   105,607

Decrease (increase) in:
Accounts receivable                  375,907                  (529,796)
Inventories                           31,653                   (49,512)
Prepaid expenses                      23,223                   (13,236)
Prepaid income taxes                  (8,900)                  177,245
Loans and exchanges                   (4,825)                     -0-
Deferred income taxes                (17,287)                     -0-

(Decrease) increase in:
Accounts payable                     290,173                     8,965
Accrued income taxes                (315,744)                  315,744
Other current liabilities           (125,524)                   66,729

Net cash provided
  by operating activities            514,200                   764,323

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment (453,879)                  (94,485)
Purchases of securities             (493,715)                 (850,393)
Proceeds from sale of securities     470,206                   409,490

Net cash (used)
  by investing activities          $(477,388)                $(535,388)














                                  22





                             Fiscal Year Ended      Fiscal Year Ended
                             November 2, 2002       October 27, 2001
                               (53 Weeks)              (52 Weeks)


Increase in cash                 $36,812                 $228,935

Cash and cash equivalents
  at beginning of year         4,424,969                4,196,034

Cash and cash equivalents
  at end of period            $4,461,781               $4,424,969

SUPPLEMENTAL DISCLOSURES:

Interest paid                     $2,767                $    -0-

Income taxes paid               $362,550                  $18,647

































                                  23





                  OPT-Sciences Corporation and Subsidiary
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 1 -  Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of OPT-Sciences
Corporation and its wholly owned subsidiary.  All significant intercompany
accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the
reported amounts of revenues and expenses during the reporting period.  Actual
results could differ from those estimates.

Cash and Cash Equivalents

The Company considers certificates of deposit and debt securities purchased
with a maturity of three months or less to be cash equivalents.

Line of Business and Credit Concentration

The Company, through its wholly owned subsidiary, is engaged in grinding,
polishing, coating and painting of optical glass for the custom fabrication
of precision optical components for aircraft instruments.  The Company grants
credit to companies within the aerospace industry.

Accounts Receivable

Bad debts are charged to operations in the year in which the account is
determined to be doubtful.  If the allowance method for doubtful accounts
were used it would not have a material effect on the financial statements.

Inventories

Raw materials are stated at the lower of average cost or market.  Work in
process and finished goods are stated at accumulated cost of raw material,
labor and overhead, or market, whichever is lower.  Market is net realizable
value.



                                  24





                    OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Marketable Securities

Marketable securities consist of debt and equity securities and mutual funds.
Equity securities included both common and preferred stock.

The Company's investment securities are classified as "available-for-sale".
Accordingly, unrealized gains and losses and the related deferred income tax
effects when material, are excluded from earnings and reported in a separate
component of stockholders' equity as accumulated other comprehensive income.
Realized gains or losses are computed based on specific identification of the
securities sold.

Property and Equipment

Property and equipment are comprised of land, building and improvements,
machinery and equipment, small tools, furniture and fixtures, office
equipment and automobiles.  These assets are recorded at cost.

Depreciation for financial statement purposes is calculated over estimated
useful lives of three to twenty-five years, using the straight-line method.

Maintenance and repairs are charged to expense as incurred.

Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

Employee Benefit Plans

On October 1, 1998, the Company implemented a 401(k) profit sharing plan.  All
eligible employees of the Company are covered by the Plan.  Company
contributions are voluntary and at the discretion of the Board of Directors.
Company contributions were $29,052 and $31,522 for the years ended November
2, 2002 and October 27, 2001, respectively.

Earnings per Common Share

Earnings per common share were computed by dividing net income by the
weighted average number of common shares outstanding.




                                  25





NOTE 2 -  Inventories

  Inventories consisted of the following:
                                       November 2,         October 27,
                                         2002                2001

  Finished goods                        $45,864             $127,450
  Raw materials and supplies              7,285               19,244
  Work in progress                      344,254              282,362

                                       $397,403             $429,056

NOTE 3 -  Marketable Securities
                                     Gross          Gross
                       Amortized   Unrealized    Unrealized      Fair
                         Cost        Gains         Losses        Value
  November 2, 2002
  Common stock         $181,184                   $ (8,399)    $172,785
  Preferred stock       616,592                    (13,556)     603,036
  Corporate bonds         6,949         366                       7,315
  Publicly traded
    partnerships         18,406       8,119                      26,525
  Mutual funds          278,594                    (70,460)     208,134

                     $1,101,725     $ 8,485      $ (92,415)  $1,017,795


  October 27, 2001
  Common stock         $209,719                   $(27,354)    $182,365
  Preferred stock       583,667      49,308                     632,975
  Corporate bonds         6,949         777                       7,726
  Publicly traded
    partnerships         18,406      19,844                      38,250
  Mutual funds          317,235                    (96,068)     221,167

                     $1,135,976     $69,929      $(123,422)  $1,082,483


Sales of securities available for sale during the years ended November
2, 2002 and October 27, 2001 were as follows:

                                 2002               2001
  Proceeds from sales         $470,206            $409,490

  Gross realized gains         $14,970              $8,652

  Gross realized losses        $72,730            $114,259




                                  26





                 OPT-Sciences Corporation and Subsidiary
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 4 -  Income Taxes

The income tax expense of the Company consists of the following:


                                               2002          2001
Current tax expense:
  Federal                                  $ 16,514       $ 365,363
  State                                      45,300         106,317
  Total                                      61,814         471,680
Deferred Tax (Benefit)
  Federal                                   (13,669)            -0-
  State                                      (3,618)            -0-
  Total                                     (17,287)            -0-

Income Tax Expense                         $ 44,527        $471,680

At November 2, 2002 the Company had a deferred tax asset of $24,837 and a
deferred tax liability of $7,550, resulting in a net deferred tax asset of
$17,287.

Deferred income taxes result from significant temporary differences between
income for financial reporting purposes and taxable income.  These
differences arose principally from the use of accelerated tax depreciation
and the carry forward of capital losses.

At November 2, 2002, the company had capital loss carry forwards of $149,996
expiring in 2006 and 2007.  Of these losses, an amount equal to this year's
losses of $57,760 is deemed to be usable before expiration.

NOTE 5 -   Major Customers

Two customers accounted for approximately $1,929,100 of net sales during the
year ended November 2, 2002.  The amount due from these customers, included in
trade accounts receivable, was approximately $356,289 on November 2, 2002.

One customer accounted for approximately $2,311,900 of net sales during the
year ended October 27, 2001.  The amount due from this customer, included in
trade accounts receivable, was approximately $422,281 on October 27, 2001.







                                  27





                       OPT-Sciences Corporation and Subsidiary
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6 -  Concentration of Credit Risk of Financial Instruments

The Company has various demand and time deposits with financial institutions
where the amount of the deposits exceeds the federal insurance limits of the
institution on such deposits.  The maximum amount of accounting loss that
would be incurred if an individual or group that makes up the concentration
of the deposits failed completely to perform according to the terms of the
deposit was $4,129,909 on November 2, 2002 and $3,953,799 on October 27,2001.

NOTE 7 -  Prior Period Adjustment

During the year ended November 2, 2002, an adjustment was made to the
company's retained earnings to reflect an adjustment for the under accrual of
federal and state income taxes for the prior year.

This adjustment decreased beginning retained earnings by $44,867.  The
statements for year ended October 27, 2001 were restated as follows:  Federal
and State Income Taxes were increased $44,867 and this resulted in a decrease
in Net Income of the same amount.  Accrued income taxes increased by $44,867
and ending retained earnings decreased by the same amount.

This adjustment lowered earnings per share for the year ended October 27,
2001 to $.78 from $.84 per share.

NOTE 8 -   Cash - Restricted


At November 2, 2002, PNC Bank was holding a certificate of deposit worth
$228,435 against a letter of credit issued for the purchase of a new coating
unit.  This certificate was released December 2002 when the unit was received
and payment issued.














                                  28