UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(MARK ONE)

(X)   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2005

( )   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

               FOR THE TRANSITION PERIOD _________ TO____________


                        COMMISSION FILE NUMBER: 333-85460


                                 OPTIGENEX INC.
        (Exact name of small business issuer as specified in its charter)


                   DELAWARE                                  20-1678933
        (State or other jurisdiction of            (IRS Employer I.D. Number)
         incorporation or organization)


         750 LEXINGTON AVENUE 6TH FLOOR                        10022
    (Address of principal executive offices)                (Zip Code)


                  REGISTRANT'S TELEPHONE NUMBER: (212) 905-0189

         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 [ ]   No [X]

         There were 10,116,777  shares of Common Stock outstanding as of May 13,
2005.

         Transitional Small Business Disclosure Format (check one):
                                Yes [ ]   No [X]

<PAGE>

                                 OPTIGENEX INC.


                                TABLE OF CONTENTS


PART I    FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements (Unaudited)

             Condensed Balance Sheet as of March 31, 2005                     1

             Condensed Statements of Operations for the three months
             ended March 31, 2005 and 2004                                    2

             Condensed Statement of Stockholder's Equity for the
             three months ended March 31, 2005                                3

             Condensed Statements of Cash Flows for the three months
             ended March 31, 2005 and 2004                                    4

             Notes to Condensed Financial Statements                          5

Item 2.   Management's Discussion and Analysis of Financial Condition         8

Item 3.   Controls and Procedures                                            10


PART II   OTHER INFORMATION

Item 1.   Legal Proceedings                                                  11

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds        11

Item 6.   Exhibits                                                           11

SIGNATURES                                                                   12

<PAGE>


                                               PART 1. FINANCIAL INFORMATION


ITEM 1.           CONDENSED FINANCIAL STATEMENTS - UNAUDITED


                                 OPTIGENEX INC.

                             CONDENSED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                        MARCH 31,
                                                                          2005
                                                                      ------------
                                                                       (UNAUDITED)
<S>                                                                   <C>
ASSETS

Current assets:
   Cash                                                               $    861,551
   Accounts receivable                                                     139,719
   Inventories                                                           2,100,620
   Prepaid expenses and other current assets                               359,922
                                                                      ------------

      Total current assets                                               3,461,812

Property and equipment, net                                                140,769
Intangible assets, net                                                   3,995,667
Other assets                                                                49,852
                                                                      ------------

TOTAL ASSETS                                                          $  7,648,100
                                                                      ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                   $    653,855
   Accrued expenses                                                        160,788
                                                                      ------------

      Total current liabilities                                            814,643

Stockholders' equity:
   Preferred stock - $0.001 par value; 5,000,000 shares authorized,
          none issued
   Common stock - $0.001 par value; 100,000,000 shares authorized,
      9,850,141 shares issued and outstanding                                9,851
   Additional paid-in capital                                           16,487,508
   Accumulated deficit                                                  (9,663,902)
                                                                      ------------
      Total stockholders' equity                                         6,833,457
                                                                      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  7,648,100
                                                                      ============
</TABLE>


                  See notes to condensed financial statements

                                       1
<PAGE>

                                 OPTIGENEX INC.

                 CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED



                                                          THREE MONTHS ENDED
                                                               MARCH 31,

                                                         2005          2004
                                                     -----------    -----------
Net sales                                            $   117,296    $    72,541

Cost of sales                                             53,431         32,945
                                                     -----------    -----------

Gross profit                                              63,865         39,596

Selling, general and administrative                    1,156,283        556,534
                                                     -----------    -----------

Net loss                                             $(1,092,418)   $  (516,938)
                                                     ===========    ===========

Net loss per common share - basic and diluted        $     (0.11)   $     (0.07)
                                                     ===========    ===========

Weighted average number of common
   shares outstanding - basic and diluted              9,677,715      7,233,032
                                                     ===========    ===========


See notes to condensed financial statements


                                       2
<PAGE>

                                 OPTIGENEX INC.

       CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED

<TABLE>
<CAPTION>
                                             COMMON STOCK         ADDITIONAL
                                     -------------------------     PAID-IN     ACCUMULATED
                                        SHARES        AMOUNT       CAPITAL       DEFICIT         TOTAL
                                     -----------   -----------   -----------   -----------    -----------
<S>                                    <C>         <C>           <C>           <C>            <C>
BALANCE - DECEMBER 31, 2004            9,456,140   $     9,457   $15,351,139   $(8,571,484)   $ 6,789,112

Issuance of common stock for cash        394,001           394     1,115,909            --      1,116,303

Issuance of options to consultants                                    20,460            --        20,460

Net loss                                      --            --            --    (1,092,418)    (1,092,418)
                                     -----------   -----------   -----------   -----------    -----------

BALANCE - MARCH 31, 2005               9,850,141   $     9,851   $16,487,508   $(9,663,902)   $ 6,833,457
                                     ===========   ===========   ===========   ===========    ===========
</TABLE>



See notes to condensed financial statements



                                       3
<PAGE>

                                 OPTIGENEX INC.

                 CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                     MARCH 31,
                                                            --------------------------
                                                                2005           2004
                                                            -----------    -----------
<S>                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                 $(1,092,418)   $  (516,938)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation                                             11,783          3,134
        Amortization of intangibles                              56,934         92,662
        Stock-based compensation                                 20,460             --
        Equity in loss from joint venture                        14,067
   Changes in operating assets and liabilities:
      Increase in accounts receivable                           (58,958)       (15,568)
      Increase in inventories                                   (58,921)      (387,862)
      Increase in prepaid expenses and
             other current assets                               (38,100)       (24,263)
      Increase in other assets                                       --         (6,669)
      Increase (decrease) in accounts payable                  (217,454)       118,125
      Increase (decrease) in accrued expenses                   (63,764)        35,565
                                                            -----------    -----------
           Net cash used in operating activities             (1,426,371)      (701,814)
                                                            -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Patent costs                                                 (19,117)       (24,706)
   Purchases of property and equipment                           (5,832)            --
                                                            -----------    -----------
           Net cash used in investing activities                (24,949)       (24,706)
                                                            -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the issuance of common stock                 1,116,303      1,679,000
   Repayment of loans from stockholders                              --        (15,000)
   Payments on notes payable                                         --       (139,205)
                                                            -----------    -----------
           Net cash provided by financing activities          1,116,303      1,524,795
                                                            -----------    -----------

NET INCREASE (DECREASE) IN CASH                                (335,017)       798,275

CASH - BEGINNING OF PERIOD                                    1,196,568         67,944
                                                            -----------    -----------
CASH - END OF PERIOD                                        $   861,551    $   866,219
                                                            ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

Issuance of options for services                            $    20,460
</TABLE>


See notes to condensed financial statements

                                       4
<PAGE>

OPTIGENEX INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED


NOTE 1.           BASIS OF PRESENTATION

The accompanying  unaudited condensed interim financial  statements of Optigenex
Inc. (the "Company")  have been prepared in accordance  with generally  accepted
accounting  principles for interim financial information and the requirements of
Item 310(b) of Regulation  S-B.  Accordingly,  certain  information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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 revenue and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.
Accordingly,  the  unaudited  condensed  interim  financial  statements  for the
three-month  periods  ended  March 31,  2005 and 2004  include  all  adjustments
(consisting  only of those of a normal  recurring  nature)  necessary for a fair
statement of the results of the interim period.

The results of operations  for the  three-month  period ended March 31, 2005 are
not  necessarily  indicative of the results of operations  expected for the year
ending  December  31,  2005.  These  financial  statements  should  be  read  in
conjunction  with the audited  financial  statements as of December 31, 2004 and
for the year then  ended  and the notes  thereto,  which  are  contained  in the
Company's  Form  10-KSB  for the year  ended  December  31,  2004 filed with the
Securities and Exchange Commission.

Inventories  are stated at the lower of cost,  determined  by the  average  cost
method, or market.

The Company reviews long-lived assets for impairment  whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  An  asset  is  considered  to be  impaired  when  the  sum  of the
undiscounted  future net cash flows expected to result from the use of the asset
and its  eventual  disposition  exceeds  its  carrying  amount.  The  amount  of
impairment  loss,  if any, is measured  as the  difference  between the net book
value of the asset and its estimated fair value.

Revenue is recognized when  persuasive  evidence of an arrangement  exists,  the
product has been delivered, the rights and risks of ownership have passed to the
customer,  the price is fixed and determinable,  and collection of the resulting
receivable  is  reasonably  assured.  For  arrangements  that  include  customer
acceptance  provisions,  revenue is not recognized until the terms of acceptance
are met.  Reserves for sales returns and  allowances  are estimated and provided
for at the time of shipment.

In  accordance  with the  provisions of SFAS No. 123, the Company has elected to
apply the  current  accounting  rules  under  APB  Opinion  No.  25 and  related
interpretations in accounting for stock options and, accordingly,  is presenting
the disclosure-only  information as required by SFAS No. 123. If the Company had
elected to  recognize  compensation  cost based on the fair value of the options
granted at the grant date as  prescribed  by SFAS No. 123, net loss and net loss
per share would approximate the pro forma amounts shown in the following table:

Three months ended March 31,                          2005           2004
                                                  -----------    -----------

Reported net loss                                 $(1,092,418)   $  (516,938)

Deduct: Total stock-based employee
   compensation expense determined under
   fair value based method for all awards,
   net of related tax effects                         (30,793)            --
                                                  -----------    -----------
Proforma net loss                                 $(1,123,211)   $  (516,938)
                                                  ===========    ===========
Reported net loss per share - basic and diluted   $     (0.11)   $     (0.07)
                                                  ===========    ===========
Proforma net loss per share - basic and diluted   $     (0.12)   $     (0.07)
                                                  ===========    ===========


                                       5
<PAGE>

OPTIGENEX INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED


In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of Financial  Accounting  Standards  ("SFAS")  No. 123R,  Share-Based
Payment,  which  establishes  standards for the accounting for  transactions  in
which an entity  exchanges its equity  instruments for goods or services.  A key
provision of this statement is the requirement of a public entity to measure the
cost  of  employee  services  received  in  exchange  for  an  award  of  equity
instruments  (including stock options) based on the grant-date fair value of the
award.  That cost will be recognized over the period during which an employee is
required  to provide  service in exchange  for the award  (i.e.,  the  requisite
service period or vesting period). The above table reflects the estimated impact
that the use of fair value accounting would have had on the Company's net income
and net  income per share if it had been in effect  for the three  months  ended
March 31, 2005 and 2004. This standard becomes effective on January 1, 2006.

Management  does  not  believe  that  any  other  recently  issued,  but not yet
effective,  accounting  standards  if  currently  adopted  would have a material
effect on the accompanying financial statements.

NOTE 2.           LOSS PER SHARE

Basic loss per share is computed by  dividing  net loss by the  weighted-average
number of shares of common stock outstanding during the period. Diluted earnings
per share gives effect to dilutive options,  warrants and other potential common
stock  outstanding  during the period.  Potential  common  stock,  consisting of
options and warrants  outstanding  of 3,283,849 and 706,895 for the three months
ended  March 31,  2005 and 2004,  respectively,  have not been  included  in the
computation  of  diluted  loss  per  share,   as  the  effect  would  have  been
anti-dilutive.

NOTE 3.           INVENTORIES

Inventories consisted of the following components at March 31, 2005:

Raw materials           $1,712,988
Finished goods             387,632
                       ------------
                        $2,100,620
                       ============


NOTE 4.           STOCKHOLDERS' EQUITY

The Company  completed  private  sales of its common stock from January  through
March 2005 whereby  394,001  shares were issued for net proceeds of  $1,116,303.
The Company incurred $65,700 of commissions  related to these private sales. The
Company also issued  warrants to purchase  66,786  shares of its common stock in
connection with these private sales.  Each warrant allows the holder to purchase
one share of common stock at a price of $3.00 per share and is exercisable for a
period of five years from the date of grant.

During the quarter ended March 31, 2005,  the Company issued options to purchase
31,000 shares of its common stock to consultants for services  performed.  These
options, which vested immediately, have an exercise price of $3.00 per share and
are  exercisable  for a period of five  years from the  respective  dates of the
grants.  The value of these  options  aggregating  $20,460 has been  included in
selling,  general and  administrative  expenses for the three months ended March
31, 2005.  The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions used for the three months ended March 31, 2005:  expected volatility
of 0%; risk-free interest rate of 5%; expected lives of 5 years; and no expected
dividends.

NOTE 5.           JOINT VENTURE

In November 2004, the Company entered into a joint venture to develop and market
a line of professional hair care products which will contain,  as an ingredient,
its  proprietary  compound  AC-11R.  The  Company  invested  $25,000  for  a 50%
ownership  interest in a newly created  corporation  known as PMO Products Inc.,
which was formed  specifically  for the purpose of developing  and marketing the
hair care products. The Company accounts for this joint venture under the equity


                                       6
<PAGE>

OPTIGENEX INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED


method. During the three months ended March 31, 2005, the joint venture incurred
a net loss of $28,134, of which, the Company's 50% share is included in selling,
general and administrative expenses.

NOTE 6.           SUBSEQUENT EVENTS

From April 1, 2005 through May 20, 2005 the Company completed additional private
sales of its common stock,  whereby it sold 266,636 shares of restricted  common
stock at a price of $3.00 per share.  The  Company  received  gross  proceeds of
$799,909 and paid $79,991 in fees in connection with these private sales.

On April 7, 2005 the Company issued options to purchase 300,000 shares of common
stock to its President. These options have an exercise price of $3.00 and a term
of five years from the date of the grant. Of the 300,000 options, 150,000 vested
immediately on the date of grant and the remaining 150,000 will vest on February
28, 2006.



                                       7
<PAGE>

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  following  discussion  should  be read in  conjunction  with the  Condensed
Financial Statements and related notes thereto of the Company included elsewhere
in this Form 10-QSB.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain   statements  in  this  Quarterly  Report  on  Form  10-QSB   constitute
forward-looking  statements for purposes of the securities laws. Forward-looking
statements include all statements that do not relate solely to the historical or
current facts, and can be identified by the use of forward looking words such as
"may",  "believe",  "will",  "expect",  "expected",   "project",   "anticipate",
"anticipated",   "estimates",  "plans",  "strategy",  "target",  "prospects"  or
"continue".  These forward looking statements are based on the current plans and
expectations of our management and are subject to a number of uncertainties  and
risks that could  significantly  affect our current plans and  expectations,  as
well as future results of operations  and financial  condition and may cause our
actual results, performances or achievements to be materially different from any
future  results,  performances  or  achievements  expressed  or  implied by such
forward-looking statements. Such risks and uncertainties include those set forth
in our most  recent  report  on Form  10-KSB.  In making  these  forward-looking
statements,  we claim the  protection  of the  safe-harbor  for  forward-looking
statements  contained in the Private Securities Reform Act of 1995.  Although we
believe that the expectations  reflected in such forward-looking  statements are
reasonable,  there can be no assurance that such expectations will prove to have
been correct.  We do not assume any  obligation to update these  forward-looking
statements to reflect  actual  results,  changes in  assumptions,  or changes in
other factors affecting such forward-looking statements.

OVERVIEW

Optigenex  is an applied  DNA  Sciences  Company  which  owns a unique  patented
technology  platform  that is  structured  to  capitalize  on, and exploit,  the
properties of its patented  product  known as AC-11R  within the  wellness,  age
intervention, personal care markets and in clinically relevant disease states.

CRITICAL ACCOUNTING POLICIES

Our  significant  accounting  policies are  described in Note 1 to the Financial
Statements.  Not all of these significant accounting policies require management
to make difficult,  subjective or complex judgments or estimates.  However,  the
following policies are considered to be critical within the SEC definition.

USE OF ESTIMATES

Our financial  statements are prepared in accordance with accounting  principals
generally  accepted  in the  United  States of  America  (GAAP),  which  require
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities,  the disclosure of contingent  assets and liabilities at
the date of the financial  statements,  and the reported  amounts of revenue and
expenses  during the reporting  period.  Actual  results could differ from those
estimated by management.

REVENUE RECOGNITION

Revenue is recognized when  persuasive  evidence of an arrangement  exists,  the
product has been delivered, the rights and risks of ownership have passed to the
customer,  the price is fixed and determinable,  and collection of the resulting
receivable  is  reasonably  assured.  For  arrangements  that  include  customer
acceptance  provisions,  revenue is not recognized until the terms of acceptance
are met.  Reserves for sales returns and  allowances  are estimated and provided
for at the time of shipment.

INVENTORY

Our inventories are stated at the lower of cost,  determined by the average cost
method,  or  market.  Our  inventories  consists  of (i) raw  materials  that we
purchase from a sole supplier in Brazil (ii) our  proprietary  compound known as
AC-11TM  which is  manufactured  in Brazil  and  (iii)  our line of  nutritional
supplement  products that are produced by a contract  manufacturer in the United
States.  We periodically  review our inventories for evidence of spoilage and/or
obsolescence.


                                       8
<PAGE>

INTANGIBLES

We account for long-lived assets and certain  identified  intangible assets such
as patents and trademarks in accordance  with Statement of Financial  Accounting
Standard  No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets"  ("SFAS  No.  144").  Management  reviews  these  long-lived  assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. An asset is considered to be
impaired  when the sum of the  undiscounted  future net cash flows  expected  to
result  from the use of the  asset  and its  eventual  disposition  exceeds  its
carrying  amount.  The amount of  impairment  loss,  if any,  is measured as the
difference between the net book value of the asset and its estimated fair value.

RESULTS OF OPERATIONS

   Revenues

Our  revenues  are derived  primarily  from the sale of our line of  nutritional
supplements  containing  AC-11R  directly to  consumers  through our website and
selling AC-11R as a bulk  ingredient to channel  partners who then utilize it in
their proprietary  products. We began selling our products in the fourth quarter
of the fiscal year ended December 31, 2003. Net sales for the three months ended
March 31,  2005 were  $117,296  compared  to net sales of $72,541  for the three
months  ended  March 31,  2004.  The  increase in sales is due  primarily  to an
increase in bulk sales.

   Cost of Sales

Cost of sales includes direct and indirect costs  associated with  manufacturing
AC-11R and our line of nutritional supplement products that contain AC-11R. Cost
of sales was $53,431 and $32,945 for the three  months  ended March 31, 2005 and
2004 respectively. Gross profit as a percentage of sales was 54.4% and 54.6% for
the three months ended March 31, 2005 and 2004 respectively.

   Selling, General And Administrative Expenses

Selling,  general and administrative (SG&A) expenses include salaries,  employee
benefits, professional fees related to scientific research, legal and accounting
fees, rent and other office related expenses.  Also included in SG&A are various
non-cash  expenses  such as  depreciation,  amortization  of  intangible  assets
including patents and other intellectual property, and stock-based compensation.
SG&A expenses  increased $599,749 from $556,534 for the three months ended March
31, 2004 to  $1,156,283  for the three months ended March 31, 2005.  The primary
reasons  for the  increase  in the  overall  level of SG&A  expenses  were:  (i)
increased  salary  costs due to the hiring of  additional  employees  and senior
management  personnel;  (ii)  increased  professional  fees  related  to various
research  initiatives;  (iii) increased  market and advertising  costs; and (iv)
increased rent expense.

   Net Loss

Net loss for the year three months ended March 31, 2005 was  $1,092,417 or $0.11
per share,  compared to $516,938 or $0.07 for the three  months  ended March 31,
2004. The increase in net loss is primarily attributable to the overall increase
in SG&A expenses.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception in 2002, we have financed our operations  primarily from the
proceeds from private  sales of our common  stock.  From January 1, 2005 through
March 31,  2005,  we raised  $1,182,003  through  sale of 394,001  shares of our
common stock at a price of $3.00 per share.  We paid $65,700 in  commissions  in
connection with these private sales.

At March 31, 2005, we had cash of approximately $862,000 and net working capital
of  approximately   $2,647,000.  Of  the  $2,647,000  in  net  working  capital,
approximately $2,101,000 consists of inventory.  Over the next twelve months, we
expect to incur  increased  costs related to; (i) marketing and  advertising our
line of nutritional supplement products; and (ii) scientific research, including
professional  fees and  preclinical  and clinical trial expenses  related to our
biopharmaceutical development initiative.


                                       9
<PAGE>

Our  future  working  capital  requirements  will  depend on  numerous  factors,
including  unforeseen  costs  related to our  scientific  research  initiatives,
unexpected  increases in raw material costs,  increased  professional  fees as a
result of being a public company,  increased administrative costs related to our
operations  and  increased  capital  expenditures  to meet future  equipment and
facility  needs.  We expect to continue to incur losses for at least the next 12
months.  We do not have  sufficient  capital to  sustain us through  the next 12
months. We are currently seeking  additional funding through the private sale of
shares of our common  stock and are  dependent  upon raising  additional  equity
financing to support our operations over the next twelve months. There can be no
assurance that we will be successful in raising  sufficient  capital to fund our
working capital requirements on terms acceptable to us, or at all. If we are not
successful  in raising  sufficient  capital,  it could  have a material  adverse
effect on our business,  which may require us to significantly  curtail or cease
our operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of Financial  Accounting  Standards  ("SFAS")  No. 123R,  Share-Based
Payment,  which  establishes  standards for the accounting for  transactions  in
which an entity  exchanges its equity  instruments for goods or services.  A key
provision of this statement is the requirement of a public entity to measure the
cost  of  employee  services  received  in  exchange  for  an  award  of  equity
instruments  (including stock options) based on the grant-date fair value of the
award.  That cost will be recognized over the period during which an employee is
required  to provide  service in exchange  for the award  (i.e.,  the  requisite
service period or vesting period). This standard becomes effective on January 1,
2006.

ITEM 3.           CONTROLS AND PROCEDURES

As of the end of the period  covered by this report,  an evaluation  was carried
out  under  the  supervision  and  with  the  participation  of our  management,
including  the Chief  Executive  Officer  ("CEO")  and Chief  Financial  Officer
("CFO"), of the effectiveness of our disclosure  controls and procedures.  Based
on that evaluation,  the CEO and CFO have concluded that our disclosure controls
and procedures are effective at the reasonable  assurance  level to timely alert
them of  information  required to be  disclosed by us in reports that we file or
submit  under the  Securities  Act of 1934.  During the quarter  ended March 31,
2005,  there were no changes in our internal  control over  financial  reporting
that have materially affected, or are reasonably likely to materially affect our
internal control over financial reporting.



                                       10
<PAGE>

                            PART II OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

In March 2005,  we commenced  an action  against  Ronald  Pero,  the inventor of
certain of the  technology we purchased  from  CampaMed LLC, and another  former
consultant of ours, and an entity formed by Dr. Pero and the former  consultant,
seeking an injunction  enforcing the  restrictive  covenants  contained in their
consulting agreements and alleging breach of those agreements as well as certain
duties they owed to the Company.


ITEM 2.           UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three month period ended March 31, 2005 we issued  394,001  shares of
our common  stock to persons who qualify as  "accredited  investors"  within the
meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933
("the Act").  We received  gross  proceeds of $1,182,303 in connection  with the
sale of these shares and we paid commissions of $65,700 to an investment banking
firm. We also issued an aggregate of 66,786  warrants to two financial  advisory
firms  which have an  exercise  price of $3.00 and a term of five years from the
date of grant.

The shares were issued to the purchasers  without  registration under the Act in
reliance upon the exemptions  from  registration  provided under Section 4(2) of
the Act and Regulation D. The issuances did not involve any public offering;  no
general  solicitation  or general  advertising  was used in connection  with the
offering;  we  obtained  representations  from the  purchasers  regarding  their
investment intent, experience and sophistication; the purchasers either received
or had access to adequate  information  regarding  the Company to make  informed
investment  decisions;  the purchasers  represented  that they were  "accredited
investors"  within the  meaning of Rule 501 of  Regulation  D and the shares and
warrants were issued with restricted securities legends.


ITEM 6.           EXHIBITS

Exhibit No.       Title
-----------       -----

31.1              Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002

31.2              Certification of Chief Financial Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002

32.1              Certification of Chief Executive Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002

32.2              Certifications of Chief Financial Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002




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<PAGE>

                                   SIGNATURES


In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Dated: May 23, 2005

OPTIGENEX INC.
    Registrant


By:   /s/ Richard S. Serbin
    ---------------------------------
      Richard S. Serbin
      Chief Executive Officer
      (Principal Executive Officer)


By:   /s/ Joseph W. McSherry
      ---------------------------------
      Joseph W. McSherry
      Chief Financial Officer
      (Principal Financial and Accounting Officer)




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