U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 FORM 10-KSB/A-1

(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 29, 2005.

[ ]  TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO __________.

                           COMMISSION FILE NUMBER: 0-1455


                            OPT-SCIENCES CORPORATION
                   (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.)

1912 BANNARD STREET, CINNAMINSON, NEW JERSEY       08077
  Address of principal executive offices)       (Zip Code)


                                 (856) 829-2800
                            Issuer's telephone number

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 is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. [ ]

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]

Indicate by check mark whether the registrant is a shell company(as defined in
Rule 12b-2 of the Exchange Act). YES[ ] NO[X]

The issuer's revenues for its most recent fiscal year were $4,373,241.



On December 31, 2005, 775,585 shares of the registrant's common stock,
par value of $.25, were outstanding. The aggregate market value of the 239,945
common shares held by non-affiliates of the registrant (i.e. excluding shares
held by officers, directors and each person owning 5% or more of the
outstanding stock) on that date was approximately $2,009,540, based on the
average of the bid and asked price of the stock on that date as quoted by the
Pink Sheets, in the non NASDAQ over the counter market.


Documents Incorporated by Reference: None.

Transitional Small Business Disclosure Format (CHECK ONE): YES[ ] NO[X]
















































                             TABLE OF CONTENTS

                FORM 10-KSB ANNUAL REPORT - FISCAL YEAR 2005
                  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.....................................12
Item 8.  Changes In and Disagreements with Accountants
         on Accounting and Financial Disclosure...................12
Item 8A. Controls and Procedures..................................13
Item 8B. Other Information........................................13

PART III

Item 9.  Directors, Executive Officers, Promoters and
         Control Persons; Compliance with Section 16(a)
         of the Exchange Act......................................13
Item 10. Executive Compensation...................................15
Item 11. Security Ownership of Certain Beneficial Owners
         and Management and Related Stockholder Matters...........15
Item 12. Certain Relationships and Related
         Transactions.............................................16

PART IV

Item 13. Exhibits.................................................16
Item 14. Principal Accountant Fees and Services...................17

-  Signatures.....................................................18
 -  Section 302 Certification.....................................18
 -  Section 906 Certification.....................................20







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 the 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 the Company believes that the expectations reflected in the
forward-looking statements are reasonable, it 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
terms "we" or "our" refer to the combined operations of Opt-Sciences
Corporation and O & S Research, Inc. Our principal business is to
provide optical coatings, filters, faceplates and lighting wedges which
improve display readability for electronic instruments used primarily in
aircraft cockpits. This includes the application of different types of
anti-reflection coatings, transparent conductive coatings and other
optical coatings. We also provide full glass cutting, grinding and
painting operations which augment our optical coating capabilities. Most
of our 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 is a niche business primarily
dependent on the needs of new and used aircraft for initially installed
parts, spare parts, replacements and upgrades. It requires custom
manufacturing of small lots of products to satisfy specific requirements
identified by our customers.

CORE PRODUCTS. The distinguishing characteristic of our business is our
optical thin film coating capability. Almost all products which we offer
incorporate an optical coating of some type. Our primary coatings are
for aircraft cockpit display applications and consist of our anti-
reflection coating used for glare reduction and our transparent
conductive coating used for electromagnetic interference shielding. We
apply either or both coatings to different types of glass face plates

                                        4
which are usually mounted on the front of liquid crystal displays (LCDs),
cathode ray tubes (CRTs) and electromechanical displays (EMDs).

ANCILLARY PRODUCTS AND SERVICES. In addition to coated glass described
above, we also offer 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.

GROWTH STRATEGY. In light of anticipated increased costs associated with
Sarbanes/Oxley compliance, at the end of fiscal 2004 and beginning of
Fiscal 2005, we underwent a strategic review of our sales and marketing,
our production facilities and efficiencies and our staffing methods to
maximize the value of our financial and human resources. As a result of
actions taken in 2004 and 2005, we were able to raise our gross margin
for 2005 to over 30%. However, this came at the expense of reduced
technical and maintenance support. With some improvement in the overall
aircraft market, we project modest increases in sales and profits for the
current year. For Fiscal 2006 we plan on re-hiring additional technical
staff and additional production employees to maintain our competitive
edge and to support our new ISO 9001:2000 certification. Our future
growth is contingent on securing new customers, developing new products
and providing adequate staff and facilities to meet our needs. We are
continuing to look at increasing the current facility size or moving to a
larger facility to accommodate higher capacity should it be required.

IMPAIRMENT LOSS ON FIXED ASSET. In September 2000, we acquired a used
Astro thin film coating unit from OCLI. This equipment would have
allowed us to apply anti-reflection coatings to large glass substrates at
a more competitive price. After repeated attempts to make this equipment
operational, it has not operated reliably and has not generated any
significant revenue for us. Over the past fiscal year no additional
effort had been applied to repair the system. Additional repairs required
to make the Astro unit operational are estimated at over $75,000; there
is no assurance that if the contemplated repairs were made, the Astro
unit would be sufficiently reliable to justify those expenditures. As a
result of this impairment, we have decided to write off the Astro unit
which had a book value of $164,898.

MARKETING AND SALES. Our principal sales executive is our President, who
maintains regular contact with the largest customers and continually
seeks to develop new customers. We do not currently employ the services
of manufacturers representatives or sales personnel. O & S Research,
Inc. and our products are listed in the Thomas Register. We also
maintain our own website at osresearch.com. We engage in a low cost
public relations and advertising program. Purchasing personnel of major
corporations or governmental agencies place orders with us, based on
price, delivery terms, satisfaction of technical specifications and
quality of product. Procurement departments of customers ordinarily
purchase products from us because we are on an approved vendor list. We
enhance sales prospects by providing creative technical solutions to
customer requirements. We are currently an approved vendor for major
aircraft programs. We continue to be a major supplier for the anti-glare
face plates covering the flat panel displays on the Boeing 777 and the
737 Next Generation models of commercial aircraft, with the majority of

                                     5
the display glass being used for the 737. In 2006, Boeing is expected to
produce about 40 777s and about 220 737s. We expect that a majority of
the future growth in overall commercial airplane production at Boeing
will be from the 737 and 787. However, Boeing's manufacture of the 787
is not expected to increase our future revenues because its cockpit
displays will be provided by RockwellCollins, a company that currently
purchases its LCD glass requirements from one of our competitors. In
Fiscal 2005, we derived 68% of our revenues from three major customers,
Honeywell, Philips Electronics, and L3

Communications. The loss or curtailment of additional business with any
of these companies would have a negative impact on our operating results.

PATENTS, TRADEMARKS AND PROPRIETARY KNOWLEDGE. We do not hold any patent
or have any registered trademark. However, our customers do rely on our
accumulated experience and know-how in satisfying their instrument glass
requirements.

MANUFACTURING. Our customers commonly use Cathode Ray Tubes and Liquid
Crystal Displays for aircraft cockpit instrumentation. Typically, a
customer sends such items to us for processing; we use our technology to
apply 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. We cut the face plate from large pieces of glass purchased from
multiple domestic sources on a commodity basis. After testing for quality
control, we ship the inspected products to our customer.

We also manufacture glass lenses from large raw glass pieces. The glass
is a commodity product which can be purchased from several glass
manufacturers. We cut, grind, polish and coat the pieces with a micro-
thin optical coating. We then ship the lenses to the customer after
clearance through quality control.

Both processes utilize 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. We heat the deposited material 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 in thickness from 250 angstroms to 1500
angstroms.

ENVIRONMENTAL MATTERS. We believe we are in material compliance with
applicable United States, New Jersey and local laws and regulations
relating to the protection of the environment, and we do not devote
material resources to such matters.

COMPETITION. Competition is based on product quality, price, reputation
and ability to meet delivery deadlines. The market for our products is
very competitive. The type and amount of instrument glass consumed is
subject to changes in display technology and in ongoing reduction in the
number of displays used on both new aircraft and retrofitted aircraft.
Our competitors include Naugatuck Glass Company, OCLI, Metavac, Mod A
Can, Tyrolit, Schott Glass and Hoya Optics. Our competitors generally
have significantly more financial, technical and human resources than we
do. Because of this, our competitors have the capacity to respond more

                                       6
quickly to emerging technologies and customer preferences and may devote
greater resources to development, promotion and sale of their products
than we can. This competition could result, and in the past has resulted,
in price reductions, reduced margins and lower market share.

EMPLOYEES. As of October 29, 2005, we employed 43 employees, of which 40
were full time individuals and none of whom are members of organized
labor. This represents an increase of 1 full time employee from the end
of Fiscal 2004. We expect to make adjustments to our employee levels
based on changes in the market and our specific efforts to improve
efficiencies and customer service. We believe we have a good
relationship with our employees. We are subject to the federal minimum
wage and hour laws and provide various routine employee benefits such as
life and health insurance. We also provide a 401K Plan for the benefit
of all our employees; we do not have a stock option plan. The 401K Plan
includes a matching contribution from us representing $0.50 for each
$1.00 an employee contributes up to 6% of the employee's base wages.

AVAILABLE INFORMATION We maintain a website, optsciences.com, where you
may find additional information about our Company. Additional Company
filings are available at the Securities & Exchange Commission's website,
sec.gov. Links are provided on our website to the SEC, for the latest
stock quotations and to our transfer agent, StockTrans.

ITEM 2. DESCRIPTION OF PROPERTY

We conduct our operations at the principal office and manufacturing
facility located in the East Riverton Section of Cinnaminson, New Jersey.
We own 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. We also own and utilize
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, we lease on a year to year basis
5,000 square feet in Riverton, New Jersey for general warehouse and
material storage.

ITEM 3. LEGAL PROCEEDINGS

We are subject to certain claims and litigation in the ordinary course of
business. It is the opinion of management that the outcome of such
matters will not have a material adverse effect on our combined financial
position or results of operations.

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

None.

PART II

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

Our Common Shares are not listed on an established public trading market,
but are quoted by the Pink Sheets, in the non-NASDAQ over the counter

                                      7
market. The symbol for our 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 quoted 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 2004           Bid             Ask
First Quarter        $6.35 - 6.75           NONE
Second Quarter        6.55 - 7.50        $ 10.00 - 10.00
Third Quarter         7.00 - 8.00          10.00 - 10.00
Fourth Quarter        6.30 - 7.00           7.00 - 10.00

Fiscal 2005           Bid             Ask
First Quarter        $5.55 - 6.50        $  6.00 - 10.00
Second Quarter        5.65 - 6.00           6.50 - 10.00
Third Quarter         5.70 - 6.00           6.00 - 7.25
Fourth Quarter        5.70 - 6.30           6.50 - 7.75

As of December 31, 2005, the closing bid for the Common Stock was $6.50.
The closing ask price was $10.25. The Company had 941 stockholders of
record of its Common Stock as of December 31, 2005. Of these
stockholders, 565 are considered "lost" stockholders for whom we do not
have current addresses. We have initiated steps to take the Company
private, which, when implemented, would eliminate costs of remaining a
public company and reduce the burdens on our executive and financial
personnel in devoting time and financial resources to compliance with the
Sarbanes-Oxley Act.

DISTRIBUTIONS

We did not declare or pay any dividend on our Common Stock during Fiscal
Year 2005 and do not anticipate the payment of dividends on our Common
Stock in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

We did not sell unregistered securities during the three fiscal years
ended October 29, 2005.

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

General.

This Management's Discussion and Analysis as of October 29, 2005, 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.

We have sufficient liquidity and credit to fund our contemplated capital
and operating activities through Fiscal 2006 and to implement the reverse
stock split mentioned above.


                                        8
We continue to use our working capital to finance current operations,
including equipment purchases, capital improvements, inventory, payroll
and accounts receivable.

Our cash position improved in Fiscal 2005, primarily because of the
increase in net income and various changes in balance sheet items.
Fiscal 2005 net income of $349,014 compared to $198,528 in the prior
year. Cash also increased due to an increase in accrued taxes of $146,518
and a $46,663 reduction of inventory. Our cash flow of $783,493 compared
to $543,035 in Fiscal 2004. Overall, our cash balances increased during
Fiscal 2005 to $5,356,228 from $4,770,451 at the end of Fiscal 2004.
This resulted in an increase in total current assets of $718,435 from
$6,965,522 in Fiscal 2004 to $7,683,957 in Fiscal 2005.

Because of changes in the marketplace and an increasingly competitive
environment, we believe it is necessary to make ongoing investments in
new equipment and processes to compete successfully in the aerospace and
commercial display markets. In Fiscal 2006, we have projected significant
expenditures of capital to update equipment and to expand or replace our
facilities.

RESULTS OF OPERATIONS

FISCAL 2005

During the fourth quarter, we recognized an impairment loss of $164,898
on our Astro coating unit. Nevertheless, sales for the quarter improved
significantly over sales in the third quarter, primarily as a result of
customer deferred orders from the third quarter related to the Boeing
machinist strike. Our net sales in the fourth quarter of 2005 increased
to $1,183,000, up 48% from the third quarter but, down 2% from the same
period last year resulting in a net operating loss of $27,000 for the
fourth quarter which included the impairment loss of $164,898 on our
Astro coating unit. During the fourth quarter of Fiscal 2005, we booked
$1,028,200 in new orders, up 36% from the $757,000 in new orders booked
in the third quarter. However, our increased sales outpaced new orders in
the fourth quarter, reducing the backlog of orders to $1,003,200 at the
end of the year compared with $1,465,000 at the end of Fiscal 2004.

Overall, we ended the year with net sales of $4,323,241, an increase of
approximately $250,000 or 6% over Fiscal 2004. Operating income increased
to $408,613, up $195,609 from Fiscal 2004. Income before taxes of
$546,059 also increased, up $225,605 from Fiscal 2004. Income after taxes
increased in fiscal 2005 to $353,357 or 8.2% of net sales from $198,528
or 4.9% of net sales in Fiscal 2004.

While Fiscal Year 2005 sales increased 6% over Fiscal 2004, the cost of
sales in Fiscal 2005 decreased 7% to $2,987,861 resulting in a gross
margin of 31.7% compared to $3,207,329 and a gross margin of 21.2% in
Fiscal 2004. This reduction was in large part due to a significant
reduction in manufacturing expenses and raw material consumption. General
and administrative expenses increased to $719,759 or 17.0% of net sales
from $609,361 or 15% of net sales in Fiscal 2004. These expenses were
higher in Fiscal 2005 principally because of increased office personnel,
expenses associated with Sarbanes/Oxley compliance, and additional
expenses associated with the Company's decision to go private. Interest
and other income increased to $137,446 in Fiscal 2005, up 28% from

                                     9
$107,450 in Fiscal 2004. Income taxes increased to $197,045 in Fiscal
2005 compared to $121,926 in Fiscal 2004. This increase was the result of
the increase in operating net income for the year compared to Fiscal
2004.

Sales to our two principal customers are expected to increase in Fiscal
2006, reflecting the increased airplane production at Boeing, Gulfstream,
Embraer, Dassault and Raytheon. We expect first quarter revenues of
Fiscal 2006 to be approximately $1 million and the second quarter results
to increase slightly. We anticipate overall sales to increase somewhat
due to an improved business aircraft market and, to a lesser extent, a
modest increase in 737 and 777 airplane production by Boeing.

We anticipate that the backlog will fluctuate between $1,000,000 to
$1,300,000 in Fiscal 2006, assuming that we are able to book new business
at the rate we are able to deliver products to our customers. Of this
backlog of orders existing at year end, we expect to deliver 85% within
the first half of Fiscal Year 2006.

Compliance costs are expected to grow this year as more internal controls
are initiated pursuant to regulations promulgated under the
Sarbanes/Oxley Act. We also expect increased costs associated with
marketing and sales as the Company places a greater emphasis on customer
contact.

FISCAL 2004

Our net sales in the fourth quarter of 2004 increased to $1,208,000, up
31% from the same period in the prior year and up 17% from the third
quarter, resulting in net operating income of $232,600 and a net profit
of $155,700 for the quarter. This significant increase in the fourth
quarter was driven in large part by the temporary operational
requirements of our two largest customers, rather than an overall
improvement in the avionics market. During the fourth quarter of Fiscal
2004, we booked $1,481,000 in new orders, up 37% from the $1,074,000 in
new orders booked in the third quarter. Despite an increase in sales in
the fourth quarter, our backlog of orders also increased to $1,465,000 at
the end of the year compared with $1,350,000 at the end of Fiscal 2003.

Overall, fiscal 2004 sales and profits increased by comparison with
Fiscal Year 2003. Net sales of $4,067,800 increased by $219,600 and net
operating income of $213,000 increased by $200,000 from Fiscal 2003.
Overall net income increased to $198,500, up $136,200 from Fiscal 2003.
Our backlog of orders at the end of Fiscal 2004 was approximately
$115,000 higher than at the end of Fiscal 2003.

INFLATION

During the three year period that ended on October 29, 2005, inflation
did not have a material effect on our operating results.

STATUS OF GOING PRIVATE TRANSACTION

On September 1, 2004, the Company's board of directors approved a reverse
stock split pursuant to which: (i) each 2,000 shares of the Company's

                                      10
outstanding common stock would be converted into one share of new common
stock; and (ii) the Company would pay cash for fractional shares that
result from the reverse stock split at the rate of $4.75 per share of
existing common stock.

When consummated, the reverse stock split would reduce the number of the
Company's stockholders below 300, after which the Company intends to de-
register its common stock with the United States Securities and Exchange
Commission and cease being a publicly traded company. The Company
estimates the aggregate cost of the reverse stock split to be approximately
$1.1 million, including the cost of acquiring shares of stock and
transaction expenses. The reverse stock split was adopted as an amendment
to the Company's Certificate of Incorporation by consent of more than two-
thirds of the Company's stockholders on September 1, 2004.

The Company continues to evaluate its business prospects, the costs and
results of the de-registration process as well as the overall longer term
strategies and objectives. It has not been fully determined whether to
proceed further with the implementation of the reverse stock split or to
consider other methodologies of reducing the costs of remaining a public
company. Pending such further consideration, it has taken no further action
on the September 1, 2004 initiative.

COMPANY RISK FACTORS

An investment in our common stock involves investment risks. A
prospective investor should evaluate all information about us and the
risk factors discussed below in relation to his financial circumstances
before investing in us.

1. Most of our commercial aircraft display products are for use in Boeing
aircraft. The impact of Boeing's sales on the Company is difficult to
project with a high degree of accuracy. But we do know that Boeing has
announced the termination of production of the 757 in 2005 and the 717 in
2006, and that the newly announced Boeing 787 scheduled for delivery in
2008 will utilize proprietary cockpit displays of a sole source avionics
vendor which currently does not purchase instrument glass from us for
these kinds of displays.

2. The future market for our business aircraft instrument glass presently
appears to be stable. However, the Company has had to hold pricing on
several major product offerings to maintain good customer relations. This
ultimately causes an erosion of profit margins unless more productive and
efficient means of production are implemented.

3. The military market for our products is also shrinking because the
military is investing in un-manned vehicles for surveillance and
reconnaissance as well as using fewer and larger flight displays
including rear projection displays that do not use our instrument glass.

4. Our product offerings are concentrated. During Fiscal 2005 we derived
95% of our revenues from instrument glass used for avionics and related
aerospace products.

5. Our revenues come from a limited number of customers.

                                      11
6. For a major portion of our business, we rely on raw materials
exclusively manufactured in Japan. An interruption of supplies from
Japan would have a significant impact on sales and our ability to support
our customers.

7. Our success depends on the efforts and expertise of our President,
Anderson L. McCabe. He is our chief executive officer, our chief
financial officer and our principal marketing officer. His death,
disability or termination of employment would adversely affect the future
of our Company. We do not have employment contracts with Mr. McCabe or
other management personnel. We do not maintain key man life insurance on
Mr. McCabe or other key personnel.

8. Our future revenue may change from quarter to quarter which may cause
our operating results to decline. Our revenue may vary due to a number of
factors:  - Reduced demand for our avionics related instrument glass;
- Aggressive price competition by our competitors;  - The introduction
of alternate display products which do not   utilize our products,
such as rear projection displays;  - Overdue deliveries to our
customers; and  - Operational plans of our customers.

9. The market for our products is very competitive.

10. The technology being used for aircraft instruments is changing very
rapidly. The type and amount of instrument glass we sell are subject to
changes in display technology and in ongoing reductions in the number of
displays used in aircraft, both new and used. A switch to the use of rear
projection displays could render our products obsolete. We are adapting
to new customer requirements and preferences. Our future survival and
success depends on our manufacturing high quality and low cost instrument
glass for the aircraft industry. If we fail to keep pace with new
technologies and means of manufacturing, our core products might become
obsolete and our Company uncompetitive.

11. Our industry is subject to significant risk from outside influences,
such as terrorist attacks (9/11) and biological epidemics (SARs and Avian
flu outbreaks in Asia). Other factors that may in the future influence
our industry are inflation, changes in diplomatic and trade relations
with other countries, political and economic stability, tariffs, trade
barriers and other regulatory barriers.

12. Purchase orders from our customers may include extensive product
warranties. Accordingly, warranty claims may have an adverse effect on
our operating results.

ITEM 7. FINANCIAL STATEMENTS

The Consolidated Financial Statements, the notes thereto, and the reports
thereon by Goff Backa, Alfera & Company, LLC. dated December 14,2005, are
filed as part of this report starting on page 21 below.

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

 None.

                                       12
ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Based on an evaluation on December 13, 2005, our principal executive
officer and principal accounting officer has concluded that our
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 us in reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.

(b) Changes in internal controls.

We did not initiate any significant change in our internal controls or
in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective
action with regard to significant deficiencies and material weaknesses.

ITEM 8B. OTHER INFORMATION.

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

INFORMATION REGARDING EXECUTIVE OFFICERS AND DIRECTORS

Our Directors serve until the next annual meeting of stockholders, or
until their successors have been elected. Our officers serve at the
pleasure of the Board of Directors.

Anderson L. McCabe, 50 years old, is our President, Chief Executive
Officer and Chief Financial Officer. He graduated from the University of
South Carolina in 1977 and received a B.S. in Chemical Engineering. From
1977 to 1985, he was employed by United Engineers and Constructors, Inc.,
a subsidiary of Raytheon Corporation as Process Engineer with managerial
responsibilities. In 1986 he became our president. He has been director
of the Company since 1987.

Arthur J. Kania, 73 years old, is our Secretary He is not active in our
day-to-day operations. Mr. Kania's principal occupations during the past
five years have been as Principal of Trikan Associates (real estate
ownership and management - investment firm); and as a partner of the law
firm of Kania, Lindner, Lasak and Feeney. He has been a director of the
Company since 1977.

Arthur J. Kania, Jr., 50 years old, has been a director of the Company
since 1987. He is a principal of Trikan Associates (real estate
ownership and management-investment firm) and vice-president of Newtown
Street Road Associates (real estate ownership and management).


                                    13
SECTION 16(A)   BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and any
person owning ten percent or more of the Company's common stock, to file
in their personal capacities initial statements of beneficial ownership,
statements of change in beneficial ownership and annual statements of
beneficial ownership with the Securities and Exchange Commission (the
"SEC"). Persons filing such beneficial ownership arrangements are
required by SEC regulation to furnish to the Company copies of all such
statements filed with the SEC. The rules of the SEC regarding the filing
of such statements require that "late filings" of such statements be
disclosed in the Company's information statement. Based solely on the
Company's review of copies of such statements received by its, and on
representations from, the Company's existing directors and officers that
no annual statements of beneficial ownership were required to be filed by
such persons, the Company believes that all such statements were timely
filed in 2005.

BOARD MEETINGS AND COMMITTEES

Audit Committee and Audit Committee Financial Expert

Our Board of Directors functions as an audit committee and performs some
of the same functions as an audit committee including: (1) selection and
oversight of our independent accountant; (2) establishing procedures
for the receipt, retention and treatment of complaints regarding
accounting, internal controls and auditing matters; and (3) engaging
outside advisors. We are not a "listed company" under SEC rules and are
therefore not required to have an audit committee comprised of
independent directors. Our Board of Directors does not have an
independent director. Our Board of Directors has determined that each
of its members is able to read and understand fundamental financial
statements and has substantial business experience that results in that
member's financial sophistication. Accordingly, the Board of Directors
believes that each of its members have the sufficient knowledge and
experience necessary to fulfill the duties and obligations that an audit
committee would have.

Board Meetings; Nominating and Compensation Committees

Our directors and officers do not receive remuneration from us
unless approved by the Board of Directors or pursuant to an employment
contract. We do not have any employment contract currently in place.
Directors may be paid their expenses, if any, of attendance at such
meeting of the Board of Directors, and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated fixed
compensation as director. No such payment shall preclude any director
from serving us in any other capacity and receiving compensation
therefore. A total of $2,500 has been paid to each director for services
as director during the last fiscal year.

We are not a "listed company" under SEC rules and are therefore not
required to have a compensation committee or a nominating committee. We
do not currently have a compensation committee. Our Board of Directors

                                       14
is currently comprised of only three members, one of whom acts as Chief
Executive Officer and Chief Financial Officer.

ITEM 10.     EXECUTIVE COMPENSATION

The following table sets forth on an accrual basis for the fiscal years shown,
the remuneration of the sole compensated executive officer of the Company.

Summary Compensation Table

Officer's Salary 2005  Base Salary  Other Compensation  Bonus   Total
Anderson L. McCabe     $75,000      $2,500*           $25,000 $102,500
President
Officer's Salary 2004
Anderson L. McCabe     $75,000      $2,500*           $15,000  $92,500
           *Annual Retainer as Director

DIRECTOR COMPENSATION FOR 2005 FISCAL YEAR
Cash Compensation
Name                   Annual Retainer Meeting Fees Consulting Fees Other Fees

Anderson L. McCabe      $2,500          $0                 $0         $0
Arthur J. Kania         $2,500          $0                 $0   *$62,043
Arthur J. Kania, Jr.    $2,500          $0                 $0         $0
*  See Certain Transactions and Relationships below.

OPTION/SAR GRANTS

The Company did not grant stock options or stock appreciation rights
during Fiscal Year 2005, nor does it have any of such rights outstanding
from prior years.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. The following table sets
forth common stock ownership information as of the record date with
respect to (i)each person known to us to be the beneficial owner of more
than 5% of our issued and outstanding common stock;(ii)each of our
directors and executive officers.

Name and Address of                Amount and Nature of    Percent of
Beneficial Owner                   Beneficial Owner        Class

Arthur John Kania Trust 3/30/67           510,853            66%
Suite 525, Two Bala Plaza
333 City Avenue
Bala Cynwyd, PA 19004

Security Ownership of Directors and Officers:

Name and Address of                Amount and Nature of    Percent of
Beneficial Owner                   Beneficial Owner        Class


                                     15
Anderson L. McCabe                          1,064(1)          *
P.O. Box 221
1912 Bannard Street
Riverton, N.J. 08077

Arthur J. Kania                            23,723(1)          3%
Suite 525, Two Bala Plaza
Bala Cynwyd, PA 19004

Arthur J. Kania, Jr.                            0(1)          *
Suite 525, Two Bala Plaza
Bala Cynwyd, PA 19004

Directors and Officers As a Group          24,787(1)         3%
*Less than 1% of the outstanding Common Stock

1.  Excludes 510,853 shares (66% of the outstanding shares) owned by a trust
for the benefit of Arthur J. Kania's children and a total of 10,000 shares
(1.3% of the outstanding shares) owned by separate trusts for the benefit of
each of Arthur J. Kania's grandchildren. Mr. Kania has no voting power with
respect to such securities and disclaims beneficial ownership in all such
shares. Mr. McCabe, husband of a beneficiary of the trust, disclaims
beneficial ownership in all such shares. Arthur J. Kania, Jr., a son of
Arthur J. Kania, is a beneficiary of the first aforementioned trust and
father of beneficiaries of the second aforementioned trusts, but has no power
to vote such shares in said trusts and is not a beneficial owner under the
applicable rules.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Arthur J. Kania is the father of Arthur J. Kania, Jr. and the father-in-
law of Anderson L. McCabe. Those individuals constitute the Board of
Directors. Anderson L. McCabe is the sole executive officer. Rose Sayen,
an employee of Arthur J. Kania, is the Trustee of the Arthur J. Kania
Trust, which is the principal shareholder of the Company.

During Fiscal year 2005, we incurred legal fees of $62,043.50 to the firm
Of Kania, Lindner, Lasak and Feeney, of which Arthur J. Kania is the
Senior partner. Mr. Kania does not share or participate in fees generated
from the Company.

During Fiscal Year 2005, we incurred consulting fees of $26,697.44 to
Sandra McCabe, the wife of our President. This consulting relationship
was terminated as of the end of Fiscal 2005 and no such fees have been
paid or accrued for the current year.

PART IV

ITEM 13. EXHIBITS

The following exhibits are incorporated by reference or included as part of
this report:




                                        16
Exhibit Number  Description

3.1; 3.2  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.

31. Certification pursuant Section 302 of the Sarbanes Oxley Act included as
   an exhibit to this Form 10KSB.

32. Certification pursuant to Section 906 of the Sarbanes Oxley Act included
   as an exhibit to this Form 10KSB.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

    Type                         2004                   2005
Audit Fees:                   $21,000                $24,434
Review of Schedule 14C filing:     $0                 $1,539
Tax Fees                           $0                     $0
Other Fees                         $0                     $0

 (1) AUDIT FEES

The aggregate fees billed or accrued for each of the last two fiscal
years for professional services rendered by the principal accountant for
the audit of the Company's annual financial statements and review
of financial statements included in the Company's Form 10-KSB (17
CFR 249.308a) or 10-QSB (17 CFR 249.308b) or services that are normally
provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years was $21,000 for the fiscal
year ended October 30, 2004 and $24,434 for the Fiscal Year ended
October 29, 2005.

(2) AUDIT-RELATED FEES

A fee of $1,539 relates to the review of a Company SEC filing in 2005
which was reasonably related to the performance of the audit or review
of the Company's financial statements.

(3) TAX FEES

There were no fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning.

(4) ALL OTHER FEES

There was no fee billed in each of the last two fiscal years for products
and services provided by the principal accountant, other than the services
reported above.



                                       17
RE-APPROVAL POLICIES AND PROCEDURES

Before the accountant is engaged by the issuer to render audit or non-
audit services, the engagement is approved by the Company's Board of
Directors acting as the audit committee.

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, 2006



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 30, 2006
                            CEO, CFO
                            and Director


Arthur J. Kania             Secretary            January 30, 2006
                            and
                            Director


Arthur J. Kania, Jr.        Director             January 30, 2006


Lorraine Domask             Chief Accountant     January 30, 2006


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;


                                       18
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;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures on December 13, 2005 (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, 2006

 /s/Anderson L. McCabe

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




                                       19
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 October 29, 2005 (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, 2006

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






































                                       20

                     Opt-Sciences Corporation and Subsidiary

                             Financial Statements

                  Years Ended October 29, 2005 and October 30, 2004

                               TABLE OF CONTENTS

                                                                      PAGE

Report of Independent Registered Public Accounting Firm ................22

Consolidated Balance Sheets.............................................23

Consolidated Statements of Operations...................................25

Consolidated Statements of Stockholders' Equity and Comprehensive
Income..................................................................26

Consolidated Statements of Cash Flow....................................27

Notes to Consolidated Financial Statements..............................28

































                                          21
Report of Independent Registered Public Accounting Firm

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 October 29, 2005
and October 30, 2004 and the related statements of operations,
stockholders' equity and comprehensive income and cash flows for
each of the fiscal years in the two year period ended October
29, 2005. 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 the standards of the
Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit
included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company's
internal control over financial reporting. Accordingly, we
express no such opinion.  An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial statements 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 29, 2005 and October 30, 2004 and the consolidated
results of their operations and their cash flows for each of the
fiscal years in the two year period ended October 29, 2005 in
conformity with U.S. generally accepted accounting principles.



 Goff, Backa, Alfera & Company, LLC

Pittsburgh, Pennsylvania

December 14, 2005








                                      22
                         Opt-Sciences Corporation
                        Consolidated Balance Sheets
ASSETS

                                              October 29,   October 30,
                                                  2005         2004
CURRENT ASSETS

Cash and cash equivalents                    $ 5,356,228    $ 4,770,451
Trade accounts receivable                        587,028        577,077
Inventories                                      398,063        444,726
Prepaid expenses                                  28,715         18,888
Loans and exchanges                                4,628          5,615
Deferred income taxes                             36,174            -0-
Marketable securities                          1,273,121      1,148,765

   Total current assets                        7,683,957      6,965,522

PROPERTY AND EQUIPMENT

Land                                             114,006        114,006
Building and improvements                        448,342        448,342
Machinery and equipment                        1,381,376      1,692,263
Small tools                                       53,580         53,580
Furniture and fixtures                             8,624          8,624
Office equipment                                  61,124         53,376
Automobiles                                       85,605         60,100

    Total property and
      equipment                                2,152,657      2,430,291

Less: accumulated depreciation                 1,450,054      1,455,935

       Net property and
         equipment                               702,603        974,356

OTHER ASSETS

Deposits                                           2,837          2,837

     Total assets                          $   8,389,397  $   7,942,715















                                     23
                        Opt-Sciences Corporation
                      Consolidated Balance Sheets

                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                          October 29,     October 30,
                                              2005           2004
CURRENT LIABILITIES

Accounts payable - trade                         $62,451       $108,563
Accrued income taxes                             231,141         84,623
Deferred income taxes                                -0-         43,620
Other current liabilities                        219,108        168,589

 Total current liabilities                       512,700        405,395


STOCKHOLDERS' EQUITY

Common capital stock - par value
$.25 per share - authorized
and issued 1,000,000 shares                      250,000        250,000
Additional paid in capital                       272,695        272,695
Retained earnings                              7,573,422      7,224,408
Accumulated other comprehensive income:
Unrealized holding (loss)
on marketable securities                         (32,202)       (22,565)
Less treasury stock at cost -
224,415 shares                                  (187,218)      (187,218)


  Total stockholders' equity                   7,876,697      7,537,320

      Total liabilities and
        stockholders' equity                  $8,389,397      $7,942,715





















                                         24
                             Opt-Sciences Corporation
                        Consolidated Statements of Operation


                                 Fiscal Year Ended      Fiscal Year Ended
                                 October 29, 2005       October 30, 2004
                                    (52 weeks)             (52 weeks)
NET SALES                                 $ 4,323,241       $ 4,067,838
COST OF SALES                               2,987,861         3,207,329
Gross profit on sales                       1,335,380           860,509

OPERATING EXPENSES
Sales & delivery                               42,110            38,144
General and administrative                    719,759           609,361
Impairment loss                               164,898               -0-
   Total operating expenses                   926,767           647,505
 Operating income                             408,613           213,004

OTHER INCOME                                  137,446           107,450
Income before taxes                           546,059           320,454
FEDERAL AND STATE
INCOME TAXES                                  197,045           121,926
Net income                                    349,014           198,528

EARNINGS PER SHARE OF
COMMON STOCK                                     0.45              0.26

Weighted average number
of shares                                     775,585           775,585



























                                       25

                            Opt-Sciences Corporation
               Consolidated Statements of Stockholders' Equity
                          and Comprehensive Income




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

BALANCE
NOVEMBER 1,
2003         $250,000  $272,695  $7,025,880  $(23,950)  $(187,218) $7,397,387

Net income
for fiscal
year ended
October 30,
2004                                198,528                           198,528

Unrealized holding gains on
securities arising during period,
net of tax of $1,045                           1,385                    1,385

TOTAL COMPREHENSIVE INCOME                                            199,913

BALANCE
OCTOBER 30,
2004         $250,000  $272,695  $7,224,408  $(22,565)  $(187,218) $7,537,320

Net income for fiscal year
ended October 29, 2005              349,014                           349,014

Unrealized holding losses on
securities arising during period,
net of tax of $7,271                           (9,637)                 (9,637)

TOTAL COMPREHENSIVE INCOME                                            339,377

BALANCE
OCTOBER 29,
2005         $250,000  $272,695  $7,573,422  $(32,202)  $(187,218) $7,876,697











                                     26
                            Opt-Sciences Corporation
                       Consolidated Statements of Cash Flows

                                   Fiscal Year Ended       Fiscal Year Ended
                                   October 29, 2005        October 30, 2004
                                     (52 weeks)               (52 weeks)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income                             349,014                  $198,528

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

Depreciation                           156,686                   158,228
Loss (gain) on sale of securities        6,621                   (14,745)
Impairment loss                        164,898                       -0-
Deferred income taxes                  (72,523)                   31,082

Decrease (increase) in:
Accounts receivable                     (9,951)                   21,330
Inventories                             46,663                     5,695
Prepaid expenses                        (9,827)                    2,805
Prepaid income taxes                       -0-                    61,775
Loans and exchanges                        987                    (4,615)

(Decrease) increase in:
Accounts payable                       (46,112)                   45,668
Accrued income taxes                   146,518                    84,623
Other current liabilities               50,519                    (3,939)

   Net cash provided
     by operating activities           783,493                   586,435

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment   (49,831)                   (29,865)
Purchases of securities              (284,196)                  (298,159)
Proceeds from sale of securities      136,311                    284,624

   Net cash (used)
     by investing activities         (197,716)                   (43,400)

Increase in cash                    $ 585,777                  $ 543,035

Cash and cash equivalents
   at beginning of year             4,770,451                  4,227,416

Cash and cash equivalents
   at end of period                $5,356,228                 $4,770,451

SUPPLEMENTAL DISCLOSURES:

Interest paid $                           -0-  $                     -0-
Income taxes paid                   $ 123,050                  $ (55,101)

                                        27
                   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 inter-company
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 cockpit 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 uncollectible. 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.












                                   28
                      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 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 as 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 $22,530 and $25,870 for the years ended October 29,
2005 and October 30, 2004, respectively.

Earnings per Common Share

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












                                    29
                  OPT-Sciences Corporation and Subsidiary
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - Inventories

Inventories consisted of the
following:
                                             October 29,           October 30,
                                                2005                  2004

Finished goods                               $  62,470               $ 87,299

Raw materials
and supplies                                   122,165                137,211

Work in progress                               213,428                220,216

                                             $ 398,063              $ 444,726

NOTE 3- Marketable Securities

                                               Gross         Gross
                                Amortized    Unrealized    Unrealized    Fair
                                  Cost         Gains         Losses     Value

October 30, 2004
  Common stock                  $ 204,807    $ 28,165     $   -0-   $ 232,972
  Preferred stock                 588,723         -0-        (608)    588,115
  Municipal bonds                  82,244         -0-        (439)     81,805
  Mutual funds                    312,578         -0-     (66,705)    245,873

                               $1,188,352    $ 28,165   $ (67,752) $1,148,765

October 29, 2005
  Common stock                  $ 183,373    $ 32,892     $   -0-   $ 216,265
  Preferred stock                 738,723         -0-     (17,529)    721,194
  Municipal bonds                  82,244         -0-      (3,862)     78,382
  Mutual funds                    325,276         -0-     (67,996)    257,280

                               $1,329,616    $ 32,892   $ (89,387) $1,273,121

Sales of securities available for sale during the years ended October 29,
2005 and October 29, 2004 were as follows:

                                                2005                 2004
Proceeds from sales                         $ 136,311               $ 284,624

Gross realized gains                        $  21,109                $ 17,441

Gross realized losses                       $  27,730                $  2,696






                                      30
                      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:
                                                   2005                2004
Current tax expense:
  Federal                                        $214,212            $64,646
  State                                            55,356             26,198
  Total                                           269,568             90,844

Deferred tax expense:
  Federal                                         (59,018)             24,391
  State                                           (13,505)              6,691
  Total                                           (72,523)             31,082
  Income Tax Expense                            $ 197,045            $121,926

At October 29, 2005, the Company had a deferred tax asset of $87,236 and a
deferred tax liability of $51,062, resulting in a net deferred tax liability
of $36,174.

At October 30, 2004 the Company had a deferred tax asset of $13,483 and a
deferred tax liability of $57,103, resulting in a net deferred tax liability
of $43,620.

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 and net operating losses.

At October 29, 2005, the Company had capital loss carry forwards of $130,212
expiring in 2006 through 2008. Of these losses, an amount equal to $31,355
plus capital losses from this year of $6,621 is deemed to be usable before
expiration.

NOTE 5 - Major Customers

Two customers accounted for $2,584,931 of net sales during the year ended
October 29, 2005. The amount due from these customers, included in trade
accounts receivable, was $223,295 on October 29, 2005.

Two customers accounted for $2,535,320 of net sales during the year ended
October 30, 2004. The amount due from these customers, included in trade
accounts receivable, was $113,432 on October 30, 2004.











                                      31
                     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 $4,870,782 on October 29, 2005.

NOTE 7 - Related Party Transactions
During fiscal years 2005 and 2004, the Company incurred legal fees of $62,044
and $22,250, respectively to the firm of Kania, Lindner, Lasak and Feeney, of
which Mr. Arthur Kania, a shareholder and director, is senior partner. Of the
legal fees, $37,000 and $22,250 were included in accounts payable at October
29, 2005 and October 30, 2004, respectively.

During the fiscal years 2005 and 2004, the Company paid consulting fees of
$26,697 and $31,194 respectively, to the wife of the Company's President.
This consultant relationship was terminated as of October 29, 2005.

NOTE 8 - Pending Reverse Stock Split

On September 1, 2004, the Company's board of directors approved a reverse
stock split pursuant to which: (i) each 2,000 shares of the Company's
outstanding common stock would be converted into one share of new common
stock; and (ii) the Company would pay cash for fractional shares that result
from the reverse stock split at the rate of $4.75 per share of existing common
stock.

When consummated, the reverse stock split would reduce the number of the
Company's stockholders below 300, after which the Company intends to
de-register its common stock with the United States Securities and Exchange
Commission and cease being a publicly traded company. The Company estimates
the aggregate cost of the reverse stock split to be approximately $1.1
million, including the cost of acquiring shares of stock and transaction
expenses. The reverse stock split was adopted as an amendment to the
Company's Certificate of Incorporation by consent of more than two-thirds of
the Company's stockholders on September 1, 2004.

The Company continues to evaluate its business prospects, the costs and
results of the de-registration process as well as the overall longer term
strategies and objectives. It has not been fully determined whether to proceed
further with the implementation of the reverse stock split or to consider
other methodologies of reducing the costs of remaining a public company.
Pending such further consideration, it has taken no further action on the
September 1, 2004 initiative.








                                       32
                    OPT-Sciences Corporation and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - Impairment Loss

The Company has a coating unit that was purchased and installed in 2002. This
unit has not generated significant revenue to date and is unlikely to do so
in the future, without the Company incurring significant costs to repair the
unit. Such repairs are not guaranteed to make this unit operable.

It appears that there is no market for the unit other than for scrap. The
scrap value is approximately $15,000. Costs for removal of the equipment are
estimated to be $15,000 to
$20,000.

Based on these facts, the book value of this equipment has been written down
to $0 and an impairment loss of $164,898 has been recognized and is included
in operating expenses on the income statement as of October 29, 2005.




































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