SECURITIES AND EXCHANGE COMMISSION
Washington, DC   20549
FORM 10-KSB
(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the fiscal year ended October 27, 2001

[ ]   TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

For the transition period from            to

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:  $5,402,967.

The aggregate market value  of the 240,165 common shares held by non-affiliates
of the registrant is $1,296,891, computed by reference to the closing bid price
of such stock as of December 31, 2001.

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 REGISTRANTS)

State 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, 2001.

Documents Incorporated by Reference

Notice of the 2001 Annual  Meeting of Shareholders to be held on March 27, 2002
and related Information Statement  which  are  to  be filed are incorporated by
reference into Items 9 through 12 of Part III; also  incorporated  by reference
are  Exhibits  3  (Articles  of  Incorporation  and  By-laws)  and 21 (List  of
Subsidiaries) from the Form 10KSB filed in January 1998 for fiscal year 1997.

Transitional Small Business Disclosure Format

            Yes    No X

                        TABLE OF CONTENTS

FORM 10-KSB ANNUAL REPORT -- FISCAL YEAR 2001
OPT-SCIENCES CORPORATION AND SUBSIDIARY

PART I

                                                                   PAGE
Item  1.  Description of Business                                   4
Item  2.  Description of Property                                   6
Item  3.  Legal Proceedings                                         6
Item  4.  Submission of Matters to a Vote of Security
          Holders                                                   6

PART II

Item  5.  Market for Common Equity and
          Related Stockholder Matters                               7
Item  6.  Management's Discussion and Analysis or Plan of
          Operation                                                 7
Item  7.  Financial Statements                                      9
Item  8.  Changes In and Disagreements with Accountants
          on Accounting and Financial Disclosure                    9

PART III

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

PART IV

Item 13.  Exhibits and Reports on Form 8-K                          9
Item 14.  Signatures                                               10



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.

CORE PRODUCTS.  The distinguishing characteristic  of the Company's business is
its  optical  thin  film coating capability.  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  will  allow  the  Company   to   apply
anti-reflection  coatings  to  large  glass substrates and optical filters at a
more competitive price. When the Astro  coating  equipment  is brought on line,
output will be used for displays generally larger than 13" diagonal. Management
expects  this system to commence generating revenues no later  than  March  30,
2002.  Both  LCD  and  CRT  displays  in  this  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, and  to add capital equipment and personnel as required.
Since the beginning of Fiscal  Year 2002, Management has seen a general 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.

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 ordinarily
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 made 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 777,737-800 and the new 717.  The  Company's  customer base is
narrow,  with  three  customers  constituting  71.8% of all sales.  The Company
had a backlog of orders equal to $1.8 million at the end of Fiscal Year 2001,
approximately the same as at the end of the prior  year.   The Company is
beginning  to  see a decline in the flow of new orders.  Management  attributes
this decrease primarily to the recession and recent decline in air travel.

PATENTS, TRADEMARKS  AND  PROPRIETARY KNOWLEDGE.  The Company does not hold any
patent or 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 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.  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  October  27, 2001, the Company employed 54 full time and 4
part time individuals, none of  whom  are  union  members.   This represents an
increase from the end of fiscal 2000.  The Company expects to adjust the number
of its full time employees, 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.

FORWARD-LOOKING  STATEMENTS.   Certain  of  the  matters  discussed  above  and
hereafter   contain   forward-looking   statements   that   involve  risk   and
uncertainties.   Although the Company believes that its assumptions  in  making
such forward-looking  statements  are  reasonable,  the Company cannot give any
assurance  that  the  expected  results  will  occur.  A significant  variation
between actual conditions and any of such assumptions  may cause actual results
to differ materially from expectations.

The  SEC  maintains  an  Internet  site that contains reports  and  information
statements and other information regarding  the  Company.   The  URL address of
that site is http://www.sec.gov.

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's operating  subsidiary  owns  this  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.   The  Company's operating subsidiary also owns and utilizes a  building
containing  5,000   square   feet   of  warehouse  and  3,000  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  5000  square feet
for  general  warehouse and material storage.  Together, those facilities  meet
the Company's current  space  requirements.   In  order to meet projected space
requirements,  the  Company will require additional manufacturing  space.   The
Company continues to  review  its  real estate options and has not made a final
decision yet on this matter.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material  pending  legal  proceeding  and  is
subject to such claims as are routine for a manufacturing business.

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 2001.


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 over the counter.  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 2000                                    Bid                Ask
First Quarter                              4.125-5.00        6.00 - 7.50
Second Quarter                             4.125-4.25        7.50 - 7.625
Third Quarter                              4.25 -4.50        7.50 - 7.625
Fourth Quarter                             4.50 -4.75        7.00 - 7.75

Fiscal 2001
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

As of December 31, 2001, the closing bid for the Common Stock was $5.40 and the
closing ask was $10.01 per share.

The Company had 974 shareholders of record  of  its Common Stock as of December
31, 2001.

DISTRIBUTIONS

The  Company did not declare or pay any dividend on  its  Common  Stock  during
Fiscal  Year  2001 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.

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 2002.  The Company
also  anticipates  earnings in  Fiscal  2002  which  will  further  assure  the
Company's ability to meet its capital expenditure requirements.





                            RESULTS OF OPERATIONS

                               FISCAL YEAR 2001

Fiscal  2001  was  a good year for the Company.  Sales increased by 59% to $5.4
million resulting in  an  increase  in  operating  income of 756% to  $963,000.
This turnaround was in a large part due to three factors:  1)  a  new  supplier
agreement between the Company and Rockwell resulting in over $1 million  in new
business,  2)  the  addition  of  Philips  as  a new customer resulting in $0.5
million in new business and 3) a general improvement  in  the  aerospace market
prior  to  9/11 accounting for the balance. The Company's backlog  remained  at
$1.8 million  at  the  end  of the fiscal year. However, it is showing a steady
erosion as shipments are outpacing  new orders.  The new Astro optical  coating
system which the Company purchased in  2000  did  not  contribute to revenue in
2001 as originally planned. It is expected to be in revenue  service by the end
of the second quarter of 2002 helping to bolster sales in the  third and fourth
quarters.

Income from other investment sources dropped 59% due to the significant drop in
prevailing interest rates. In addition the lower interest rates  resulted  in a
number  of  high  yielding preferred stocks which the Company held to be called
early last year. A significant improvement is not anticipated in fiscal 2002.

The events of September  11th, 2001 have had a dramatic effect on the aerospace
industry with the commercial aircraft market being hit the hardest. This market
represents over 65% of the  Company's  business. The aftermath of 9/11 combined
with  the  current  recession 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
and Airbus will continue to decline through 2003. This will cause the amount of
business generated by this sector to erode  further.   However, not all sectors
of the avionics industry are under the same pressure. The business and military
avionics markets remain steady and are anticipated to show moderate growth over
the next few years. The Company is therefore planning to  increase its position
in both markets by increasing its product capabilities.

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
serving  more  than  one industry segment.  This will ultimately result in less
risk.  Revenues  from the  Astro  optical  coating  equipment  will  come  from
predominantly commercial  display  applications  and  to  a  lesser  extent the
aerospace display market.

                               FISCAL YEAR 2000

Results  from  Fiscal  2000 were down from the prior year.  Sales decreased  by
13.8% and operating income  decreased  by 87%. The drop in operating income was
in a large part due to a significant material  quality  problem with one of the
Company's key suppliers.  The unanticipated loss of sales in the fourth quarter
combined with increased manufacturing expenses as the Company  was  ramping  up
manufacturing  capacity  resulted  in  the large drop off in operating profits.
Since then, the commercial,

business and military avionics markets all  had  been  seeing  an  increase  in
demand as the fourth quarter of Fiscal Year 2000 was finishing. The Company had
been  hiring  and  training new employees to handle the business increases from
its customer base. Management  had  expected the increase in demand to continue
through fiscal 2002.  The Company's operating  profit  was expected to increase
when  the  Company  added  the extra capacity and began to fill  the  increased
orders from customers. The increase  in  the Company's backlog of orders at the
end of the Fiscal Year 2000 to $1.8 million  was  viewed  as  an  indication of
increasing customer demand.

Income from other investment sources increased 26%. However, overall net income
and earnings per share still decreased 67% from the prior fiscal year.

INFLATION

During the three year period that ended on October 27, 2001, 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 14, 2002, are  filed  as
part of this report on pages 11 to 23 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 Index to Consolidated
                   Financial Statements and Schedules on page 12.

                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.

ITEM 14 SIGNATURES

      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  27, 2002

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.

SIGNATURE                             TITLE                DATE

_________________________
Anderson L. McCabe                  President        January 27, 2002
                                    And Director
_________________________
Arthur J. Kania                     Secretary,       January 27, 2002
                                    Treasurer and
                                    Director
_________________________
Arthur J. Kania, Jr.                Director         January 27, 2002

_________________________
Harvey Habeck                       Chief            January 27, 2002
                                    Accountant






                                                 OPT-Sciences Corporation
                                                     and Subsidiary

                                                   Financial Statements

                                              Years Ended October 27, 2001
                                                  and October 28, 2000





                               TABLE OF CONTENTS


                                                                        PAGE





Independent Auditor's Report.............................................. 13

Consolidated Balance Sheets............................................... 14

Consolidated Statements of Earnings....................................... 16

Consolidated Statements of
   Stockholders' Equity................................................... 17

Consolidated Statements of Cash Flows..................................... 18

Notes to Consolidated Financial Statements................................ 20









                         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 incorporated in New Jersey, as of October 27, 2001
and October 28, 2000 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 October 27, 2001 (52 weeks). 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 October 27, 2001 and October 28, 2000 and the
consolidated results of their  operations  and their cash flows for each of the
fiscal years in the two year period ended October  27,  2001 in conformity with
U.S. generally accepted accounting principles.




MAYER, SHANZER & MAYER, P.C.

A Professional Corporation


January 14, 2002


                    OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATE FINANCIAL STATEMENTS
   The accompanying notes are an integral part of these financial statements



                                 ASSETS

                                        October 27,        October 28,
                                            2001               2000
CURRENT ASSETS
  Cash and cash equivalents            $      4,424,969    $    4,196,034
  Trade accounts receivable                   1,055,356           525,560
  Inventories                                   429,056           379,544
  Prepaid expenses                               38,982            25,746
  Prepaid income tax                                -0-           177,245
  Marketable securities                       1,082,483           791,019
     Total current assets                     7,030,846         6,095,148
PROPERTY AND EQUIPMENT
  Land                                          114,006           114,006
  Building and improvements                     346,571           346,571
  Machinery and equipment                     1,212,241         1,135,520
  Small tools                                    53,580            53,580
  Furniture and fixtures                          8,048             8,048
  Office equipment                               50,924            50,924
  Automobile                                     60,100            42,336
     Total property and equipment             1,845,470         1,750,985
     Less: accumulated depreciation           1,033,207           954,536
          Net property and equipment            812,263           796,449
OTHER ASSETS
  Deposits                                        2,837             2,837
                      Total assets     $      7,845,946    $    6,894,434


                    OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATE FINANCIAL STATEMENTS
   The accompanying notes are an integral part of these financial statements





                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                           October 27,      October 28,
                                              2001              2000
CURRENT LIABILITIES
  Accounts payable - trade                 $     139,096    $      130,131
  Accrued income taxes                           270,877               -0-
  Other current liabilities                      255,466           188,737
      Total current liabilities                  665,439           318,868
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                            6,898,523         6,249,750
  Accumulated other comprehensive income        (53,493)           (9,661)
Less treasury stock at cost -
  224,415 shares                               (187,218)         (187,218)
  Total stockholders' equity                   7,180,507         6,575,566
       Total liabilities and
          stockholders' equity             $   7,845,946    $    6,894,434



                    OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATE FINANCIAL STATEMENTS
   The accompanying notes are an integral part of these financial statements




                             Fiscal Year Ended  Fiscal Year Ended
                             October 27, 2001   October 28, 2000
                                (52 Weeks)         (52 Weeks)
NET SALES                      $     5,402,967    $     3,384,396
COST OF SALES                        3,750,091          2,667,612
   Gross profit on sales             1,652,876            716,784
OPERATING EXPENSES
  Sales & delivery                      88,982             82,539
  General and administrative           600,646            506,907
    Total operating expenses           689,628            589,446
       Operating income                963,248            127,338
OTHER INCOME                           112,338            274,673
     Net income before taxes         1,075,586            402,011
FEDERAL AND STATE
  INCOME TAXES                         426,813            156,912
            Net income         $       648,773    $       245,099
EARNINGS PER SHARE OF
  COMMON STOCK                            0.84               0.32
Weighted average number
   of shares                           775,585            775,585


                    OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATE FINANCIAL STATEMENTS
   The accompanying notes are an integral part of these financial statements


                                               Common   Paid-in
                                               Stock    Capital
BALANCE - OCTOBER 30,1999                    $  250,000   272,695
COMPREHENSIVE INCOME
  Net income for the fiscal year
  ended October 28,2000
  Other comprehensive income,
  net of tax:
  Unrealized holding losses on
  securities arising during period,
  net of tax of $113
     TOTAL COMPREHENSIVE
      INCOME
PURCHASE OF TREASURY STOCK
BALANCE - OCTOBER 28,2000                    $  250,000   272,695
COMPREHENSIVE INCOME
  Net income for the fiscal year
     ended October 27,2001
  Other comprehensive income,
     net of tax:
     Unrealized holding losses on
       securities arising during period,
       net of tax of $33,067
TOTAL COMPREHENSIVE INCOME
BALANCE OCTOBER 27,2001                      $  250,000   272,695


                                                          Accumulated
                                                             Other
                                               Ratained  Comprehensive
                                               Earnings      Income
BALANCE - OCTOBER 30,1999                    $ 6,004,651     (9,512)
COMPREHENSIVE INCOME
  Net income for the fiscal year
  ended October 28,2000                          245.099
  Other comprehensive income,
  net of tax:
  Unrealized holding losses on
  securities arising during period,
  net of tax of $113                                           (149)
     TOTAL COMPREHENSIVE
      INCOME
PURCHASE OF TREASURY STOCK
BALANCE - OCTOBER 28,2000                    $ 6,249,750     (9,661)
COMPREHENSIVE INCOME
  Net income for the fiscal year
     ended October 27,2001                       648,773
  Other comprehensive income,
     net of tax:
     Unrealized holding losses on
       securities arising during period,
       net of tax of $33,067                                (43,832)
TOTAL COMPREHENSIVE INCOME
BALANCE OCTOBER 27,2001                      $ 6,898,523    (53,493)



                                               Treasury
                                                 Cost        Total
BALANCE - OCTOBER 30,1999                    $  (187,238)    6,330,596
COMPREHENSIVE INCOME
  Net income for the fiscal year
  ended October 28,2000                                        245,099
  Other comprehensive income,
  net of tax:
  Unrealized holding losses on
  securities arising during period,
  net of tax of $113                                             (149)
     TOTAL COMPREHENSIVE
      INCOME                                                   244,950
PURCHASE OF TREASURY STOCK                                          20
BALANCE - OCTOBER 28,2000                    $  (187,218)    6,575,566
COMPREHENSIVE INCOME
  Net income for the fiscal year
     ended October 27,2001                                     648,773
  Other comprehensive income,
     net of tax:
     Unrealized holding losses on
       securities arising during period,
       net of tax of $33,067                                  (43,832)
TOTAL COMPREHENSIVE INCOME                                    604,941
BALANCE OCTOBER 27,2001                      $  (187,218)   7,180,507



                    OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATE FINANCIAL STATEMENTS
   The accompanying notes are an integral part of these financial statements




                                          Fiscal Year Ended  Fiscal Year Ended
                                          October 27, 2001   October 28, 2000
                                             (52 Weeks)         (52 Weeks)
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                 $      648,773    $       245,099
  Adjustments to reconcile net income to net
  cash provided by operating activities:
       Depreciation                                  78,671             79,380
       Loss on sale of securities                   105,607                -0-
       (Gain) on sale of securities                     -0-           (13,371)
       Decrease (increase) in:
          Accounts receivable                     (529,796)             47,655
          Inventories                              (49,512)            108,249
          Prepaid expenses                         (13,236)              (635)
          Prepaid income taxes                    (177,245)              6,861
          Deposits                                      -0-            (2,837)
      (Decrease) increase in:
          Accounts payable                            8,965             88,083
          Accrued income taxes                      270,877                -0-
          Other current liabilities                  66,729           (72,472)
                Net cash provided
                by operating activities             409,833            486,012
CASH FLOWS FROM INVESTING ACTIVITIES
  Additions to property and equipment              (94,485)          (318,152)
  Purchases of securities                         (495,903)          (327,953)
  Sale of securities                                409,490             47,340
                 Net cash (used)
                    by investing activities  $    (180,898)    $     (598,765)



                    OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATE FINANCIAL STATEMENTS
   The accompanying notes are an integral part of these financial statements



                                           Fiscal Year Ended  Fiscal Year Ended
                                           October 27, 2001    October 28, 2000
                                              (52 Weeks)          (52 Weeks)
CASH FLOWS FROM
  FINANCING ACTIVITIES
  Purchases of treasury stock                 $          -0-    $             20
               Net cash provided (used) by
                  financing activities                   -0-                  20
  Increase (decrease) in cash                        228,935           (112,733)
  Cash and cash equivalents
     at beginning of year                          4,196,034           4,308,767
  Cash and cash equivalents
     at end of period                         $    4,424,969    $      4,196,034
  SUPPLEMENTAL DISCLOSURES:
     Interest paid                            $          -0-    $            -0-
     Income taxes paid                        $       18,647    $        150,051

                    OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATE FINANCIAL STATEMENTS
   The accompanying notes are an integral part of these 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.



Marketable Securities
Marketable  securities  consist of debt and equity securities and mutual funds.
Equity securities include 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 $31,522 and  $29,842 for the years ended October 27,
2001 and October 28, 2000, respectively.

Earnings per Common Share

Earnings per common share were computed by  dividing net income by the weighted
average number of common shares outstanding.
859:
                    OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATE FINANCIAL STATEMENTS
   The accompanying notes are an integral part of these financial statements



NOTE 2   - Inventories
           Inventories consisted of the following:

                                      October 27, 2001         October 28, 2000
           Finished goods                 $    127,450            $    46,656
           Raw materials and supplies           19,444                 25,223
           Work in progress                    282,162                307,665
                                          $    429,056            $   379,544
NOTE 3   - Marketable Securities
                                                                      Gross
                                                 Amortized          Unrealized
                                                    Cost               Gains
           October 27, 2001
                  Common stock               $        209,719
                  Preferred stock                     583,667   $       49,308
                  Corporate bonds                       6,949              777
                  Publicly traded partnerships         18,406           19,844
                  Mutual funds                        317,235
                                             $      1,135,976   $       69,929
           October 28, 2000
                  Common stock               $          3,244
                  Preferred stock                     481,871
                  Corporate bonds                       6,949   $           94
                  Publicly traded partnerships         18,406            3,046
                  Mutual funds                        290,210              751
                                             $        800,680   $        3,891


                                                   Gross
                                                 Unrealized             Fair
                                                   Losses              Value
           October 27, 2001
                  Common stock               $         (27,354)   $     182,365
                  Preferred stock                                       632,975
                  Corporate bonds                                         7,726
                  Publicly traded partnerships                           38,250
                  Mutual funds                         (96,068)         221,167
                                             $        (123,422)   $   1,082,483
           October 28, 2000
                  Common stock               $            (134)   $       3,110
                  Preferred stock                      (13,418)         468,453
                  Corporate bonds                                         7,043
                  Publicly traded partnerships                           21,452
                  Mutual funds                                          290,961
                                             $         (13,552)   $     791,019


           Sales of securities available for sale during the years ended
           October 27, 2001 and October 28, 2000 were as follows:
                                                        2001               2000
           Proceeds from sales               $        409,490   $         47,340
           Gross realized gains              $          8,652   $         13,371
           Gross realized losses             $        114,259   $            -0-

           NOTE 4 -   Income Taxes

           The provision for income taxes based  on  earnings  reported  in the
           financial statements is as follows:


Current Tax Expense October 27, 2001  October 28, 2000
Federal              $       329,961  $        121,227
State                         96,852            35,685
           Total      $      426,813  $        156,912


           The   Company  has  no  deferred  tax  liabilities.   Book  and  tax
           depreciation  differences  are  not  considered  material  to  these
           financial statements.


NOTE 5 -   Major Customer

           One  customer  accounted  for  approximately $2,311,900 of net sales
           during the year ended October 27,  2001 and approximately $1,738,200
           of net sales during the year ended October 28, 2000.  The amount due
           from  this  customer,  included in trade  accounts  receivable,  was
           approximately $422,281 on  October  27, 2000 and $289,005 on October
           28, 2000.


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
           $3,953,799 on October 27, 2001 and  $3,820,371 on October 28, 2000.