UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 2

                                   (Mark One)

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

               For the quarterly period ended: September 30, 2005

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

               For the transition period _________ to____________

                        Commission file number: 000-51248

                                 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|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes | | No |X|

There were 10,450,234 shares of Common Stock outstanding as of November 18,
2005.

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

                       Statement Regarding this Amendment

We are amending our quarterly report on Form 10-QSB for the period ended
September 30, 2005, as originally filed on November 21, 2005. We have amended
the financial statements and the notes to the financial statements to correct
the accounting for the embedded conversion feature of the Callable Secured
Convertible Notes and to correctly compute earnings per share for the reverse
merger that occurred during the period. Accordingly, the balance sheet has been
restated to record a liability at September 30, 2005 amounting to $1,553,659 for
the fair value of the embedded derivative feature. The statement of operations
for the three and nine-month periods have been restated to reflect an increase
in net loss by $509,595 or $0.05 per share for the additional charges relating
to valuing the embedded derivative liability at inception and the subsequent
change in value of the liability. In all other material respects, this Amended
Quarterly Report on Form 10-QSB/A is unchanged from the Quarterly Report on Form
10-QSB previously filed on November 21, 2005. The impact of the restated
earnings per share for the reverse merger that occurred during the period has
increased the loss per share by $0.04 for the nine months ended September
30,2005.


<PAGE>

                                 OPTIGENEX INC.

                                Table of Contents


PART I      FINANCIAL INFORMATION

Item 1.     Condensed Financial Statements - RESTATED (Unaudited)
                  Condensed Balance Sheet as of September 30, 2005             1

                  Condensed Statements of Operations for the three
                  and nine months ended September 30, 2005 and 2004            2

                  Condensed Statement of Stockholder's Equity for
                  the nine months ended September 30, 2005                     3

                  Condensed Statements of Cash Flows for the nine
                  months ended September 30, 2005 and 2004                     4

                  Notes to Condensed Financial Statements                      5

Item 2.     Management's Discussion and Analysis of Financial
            Condition                                                         10

Item 3.     Controls and Procedures                                           19

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                 19

Item 2.     Unregistered Sales of Equity Securities and Use of
            Proceeds                                                          19

Item 3.     Defaults Upon Senior Securities                                   19

Item 4.     Submission of Matters to a Vote of Security Holders               19

Item 5.     Other Information                                                 19

Item 6.     Exhibits                                                          20

SIGNATURES                                                                    20

<PAGE>

                          PART 1. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements - Unaudited

                                 OPTIGENEX INC.

                       Condensed Balance Sheet - Unaudited
                                  September 30,
                                      2005

                                   (RESTATED)

ASSETS


Current assets:
  Cash                                                             $    957,131
  Accounts receivable                                                    65,854
  Inventories                                                         2,389,711
  Prepaid expenses and other current assets                              61,660
                                                                   ------------
    Total current assets                                              3,474,356

Property and equipment, net                                             121,850
Intangible assets, net                                                3,883,991
Other assets                                                            189,388
                                                                   ------------

Total Assets                                                       $  7,669,585
                                                                   ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                 $    717,207
  Accrued expenses                                                      163,243
  Deferred income                                                        18,823
                                                                   ------------

    Total current liabilities                                           899,273

Callable secured convertible notes, net of
  discount of $1,263,889                                                 36,111
Embedded derivative                                                   1,553,659
Common stock warrants                                                    65,000
                                                                   ------------

    Total liabilities                                                 2,554,043

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, 10,375,699 shares
     issued and outstanding                                              10,376
  Additional paid-in capital                                         17,785,747
  Accumulated deficit                                               (12,680,581)
                                                                   ------------
    Total stockholders' equity                                        5,115,542
                                                                   ------------

Total Liabilities and Stockholders' Equity                         $  7,669,585
                                                                   ============

See notes to condensed financial statements

                                        1
<PAGE>

                                 OPTIGENEX INC.

                 Condensed Statements of Operations - Unaudited

                                   (RESTATED)

<TABLE>
<CAPTION>
                                                        Three Months Ended                        Nine Months Ended
                                                           September 30,                            September 30,
                                                -----------------------------------       -----------------------------------
                                                     2005                 2004                 2005                 2004
                                                --------------       --------------       --------------       --------------
<S>                                             <C>                  <C>                  <C>                  <C>
Net sales                                       $       40,468       $       83,551       $      161,807       $      250,017

Cost of sales                                           29,091               48,490               98,245              105,012
                                                --------------       --------------       --------------       --------------

Gross profit                                            11,377               35,061               63,562              145,005

Selling, general and administrative                  1,237,285            1,681,256            3,809,222            2,677,695
                                                --------------       --------------       --------------       --------------

Loss from operations                                (1,225,908)          (1,646,195)          (3,745,660)          (2,532,690)

Other (income) expense:
  Interest expense                                     187,381                  --               187,381                  --
  Net change in fair value of
    common stock warrants and
    embedded derivative liability                      176,056                  --               176,056                  --
                                                --------------       --------------       --------------       --------------

Net loss                                            (1,589,345)      $   (1,646,195)          (4,109,097)      $   (2,532,690)
                                                ==============       ==============       ==============       ==============

Net loss per common share - basic
  and diluted                                   $        (0.15)      $        (0.18)      $        (0.41)      $        (0.33)
                                                ==============       ==============       ==============       ==============

Weighted average number of common
  shares outstanding - basic and diluted            10,305,985            8,980,125           10,020,716            7,675,129
                                                ==============       ==============       ==============       ==============
</TABLE>

See notes to condensed financial statements

                                        2

<PAGE>

                                 OPTIGENEX INC.

       Condensed Statement of Changes in Stockholders' Equity - Unaudited

                                   (RESTATED)


<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              853,304               853         2,381,068                              2,381,921

Exercise of stock options                       66,255                66                                                       66

Issuance of options to consultants                                                  53,540                                 53,540

Net loss                                                                                           (4,109,097)         (4,109,097)
                                        --------------    --------------    --------------     --------------      --------------
Balance - September 30, 2005                10,375,699    $       10,376    $   17,785,747     $  (12,680,581)     $    5,115,542
                                        ==============    ==============    ==============     ==============      ==============
</TABLE>


See notes to condensed financial statements

                                        3

<PAGE>

                                 OPTIGENEX INC.

                 Condensed Statements of Cash Flows - Unaudited

                                   (RESTATED)

<TABLE>
<CAPTION>
                                                            Nine Months Ended
                                                              September 30,
                                                     -----------------------------
                                                        2005               2004
                                                     -----------       -----------
<S>                                                  <C>               <C>
Cash flows from operating activities:
  Net loss                                           $(4,109,097)      $(2,532,690)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Depreciation                                        36,174            18,691
      Amortization of intangibles                        171,610           300,406
      Amortization of debt discount                       36,111                --
      Amortization of deferred financing costs             2,778                --
      Stock-based compensation                            53,540                --
      Non-cash financing costs                           142,603                --
      Equity in loss from joint venture                    9,334                --
      Net loss from change in value
       of warrants and embedded derivative liability     176,056                --
  Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable            14,907           (44,933)
    Increase in inventories                             (348,012)       (1,443,582)
    (Increase) decrease in prepaid
      expenses and other current assets                  260,162           (19,548)
    (Increase) decrease in other assets                    2,419           (38,919)
    Increase (decrease) in accounts payable             (154,102)          405,718
    Decrease in accrued expenses                         (61,309)         (286,440)
    Increase in deferred income                           18,823                --
                                                     -----------       -----------
Net cash used in operating
          activities                                  (3,748,003)       (3,641,297)
                                                     -----------       -----------
Cash flows from investing activities:
  Patent costs                                           (22,117)          (76,451)
  Purchases of property and equipment                    (11,304)         (128,843)
  Investment in joint venture                            (40,000)               --
                                                     -----------       -----------
          Net cash used in investing
          activities                                     (73,421)         (205,294)
                                                     -----------       -----------
Cash flows from financing activities:
  Proceeds from the sale of convertible note           1,300,000                --
  Proceeds from the issuance of common stock           2,381,987         5,723,007
  Deferred financing costs                              (100,000)               --
  Repayment of loans from stockholders                        --           (15,000)

  Payments on notes payable                                   --          (219,372)
                                                     -----------       -----------
Net cash provided by financing activities              3,581,987         5,488,635
                                                     -----------       -----------
Net increase (decrease) in cash                         (239,437)        1,642,044

Cash - beginning of period                             1,196,568            67,944
                                                     -----------       -----------
Cash - end of period                                 $   957,131       $ 1,709,988
                                                     ===========       ===========
Supplemental schedule of cash flow information:
  Cash paid for interest                             $    34,666                --
Supplemental schedule of non-cash investing
   and financing activities:
  Debt discount in connection with recording
    value of embedded derivative liability           $ 1,186,667                --
  Allocation of convertible note
    proceeds to warrants                             $   255,936                --
</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
and nine-month periods ended September 30, 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 nine-month period ended September 30, 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.

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-11 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 and we remove these items from inventory at their carrying value.

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:

                                        5

<PAGE>

                                 OPTIGENEX INC.

               Notes to Condensed Financial Statements - Unaudited

<TABLE>
<CAPTION>
                                                      Three Months Ended                  Nine Months Ended
                                                         September 30,                      September 30,
                                                ------------------------------      ------------------------------
                                                    2005              2004              2005              2004
                                                ------------      ------------      ------------      ------------
<S>                                             <C>               <C>               <C>               <C>
Reported net loss                               $ (1,589,345)     $ (1,646,195)     $ (4,109,097)     $ (2,532,690)

Deduct: Total stock-based employee
   compensation expense determined under
   fair value based method for all awards,
   net of related tax effects                        (99,793)         (434,529)         (230,379)         (434,529)
                                                ------------      ------------      ------------      ------------
Proforma net loss                               $ (1,689,138)     $ (2,080,724)     $ (4,339,476)     $ (2,967,219)
                                                ============      ============      ============      ============
Reported net loss per share
basic and diluted                               $      (0.15)     $      (0.18)     $      (0.41)     $      (0.33)
                                                ============      ============      ============      ============
Proforma net loss per share
basic and diluted                               $      (0.16)     $      (0.23)     $      (0.43)     $      (0.39)
                                                ============      ============      ============      ============
</TABLE>


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 nine months ended
September 30, 2005 and 2004. This standard becomes effective for the Company 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 are shown in the table below.

Nine Months Ended
September 30,



                         2005            2004
                     -----------     -----------
                       3,643,058       2,243,563
                     ===========     ===========



These amounts have not been included in the computation of diluted loss per
share, as the effect would have been anti-dilutive.

                                        6

<PAGE>

                                 OPTIGENEX INC.

               Notes to Condensed Financial Statements - Unaudited

Note 3. Inventories

Inventories consisted of the following components at September 30, 2005:



Raw materials       $2,004,511
Finished goods         385,200
                    ----------
                    $2,389,711
                    ==========


Note 4. Stockholders' Equity

During the three month period ended September 30, 2005, the Company completed
private sales of its common stock, whereby it sold 192,667 shares of restricted
common stock at a price of $3.00 per share. The Company received gross proceeds
of $578,000 and paid a commission of $57,800 to a placement agent. The Company
also issued a warrant to the placement agent to purchase 19,267 shares of its
common stock at a price of $3.00 per share. The warrant is exercisable for a
period of five years from the date of grant.

During the quarter ended September 30, 2005, the Company issued options to
purchase an aggregate of 4,000 shares of its common stock to a consultant. These
options have an exercise price of $3.00 per share and are exercisable for a
period of five years from the dates of the grant. These options vested
immediately on the date of the grant. The value of the option of $2,720 has been
included in selling, general and administrative expenses for the three months
ended September 30, 2005. The fair value of the option grant was estimated on
the date of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions: expected volatility 50%; risk-free
interest rate of 4%; expected life of 5 years; and no expected dividends.

Note 5. Joint Ventures

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-11. 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 method.
During the nine months ended September 30, 2005, PMO Products Inc. had net
income of $0.

In July 2005, the Company invested $40,000 for a 50% ownership interest in
Prometheon Labs, LLC. Prometheon was formed for the purpose of developing and
marketing a line of oral nutritional supplements containing AC-11. The Company
accounts for this joint venture under the equity method. During the nine months
ended September 30, 2005, Prometheon incurred a net loss of $18,668 of which,
the Company's 50% share is included in selling, general and administrative
expenses.

Note 6. Callable Secured Convertible Notes

On August 31, 2005, the Company entered into a Securities Purchase Agreement
with four accredited investors ("Note Holders") for the sale of up to (i)
$4,000,000 in Callable Secured Convertible Notes (the

"Convertible Notes") and (ii) warrants to purchase up to 625,000 shares of its
common stock. The Convertible Notes bear interest at 8% and have a maturity date
of three years from the date of issuance. The Company is not required to make
any principal payments during the term of the Convertible Notes. The Convertible
Notes are convertible into shares of the Company's common stock at the Note
Holders' option, at the lower of (i) $3.20 per share or (ii) 60% of the average
of the three lowest intra-day trading prices for the common stock as quoted on
the Over-the-Counter Bulletin Board for the 20 trading days preceding the
conversion date. The full principal amount of the Notes is due upon the
occurrence of an event of default.

                                        7

<PAGE>

                                 OPTIGENEX INC.

               Notes to Condensed Financial Statements - Unaudited

Note 6. Callable Secured Convertible Notes (continued)

The warrants are exercisable for a period of five years from the date of
issuance and have an exercise price of $4.50 per share. In addition, the
conversion price of the Convertible Notes and the exercise price of the warrants
will be adjusted in the event that the Company issues common stock at a price
below the initial fixed conversion price of $3.20, with the exception of any
shares of common stock issued in connection with the Convertible Notes. The
conversion price of the Convertible Notes and the exercise price of the warrants
may also be adjusted in certain circumstances such as if the Company pays a
stock dividend, subdivides or combines outstanding shares of common stock into a
greater or lesser number of shares, or takes such other actions as would
otherwise result in dilution of the Note Holders' position. The Note Holders
have contractually agreed to restrict their ability to convert their Convertible
Notes or exercise their warrants and receive shares of the Company's common
stock such that the number of shares of common stock held by the Note Holders
and their affiliates after such conversion or exercise does not exceed 4.99% of
the then issued and outstanding shares of common stock. In addition, the Company
has granted the Note Holders registration rights and a security interest in
substantially all of the Company's assets. The Company has the right to prepay
the Convertible Notes under certain circumstances at a premium ranging from 25%
to 50% of the depending on the timing of such prepayment.

The Note Holders' are contractually obligated to purchase the Convertible Notes
in three installments. On August 31, 2005, the Company sold $1,300,000 of
Convertible Notes and issued warrants to purchase 203,124 shares of its common
stock (the "First Installment"). The Company received net cash proceeds of
$1,165,334 after the payment of transaction costs of $100,000 and prepaid
interest of $34,666. The transaction costs have been capitalized and will be
expensed over the term of the three year term of Convertible Notes. The prepaid
interest represents four months of interest on the Convertible Notes and will be
amortized to interest expense accordingly. The Company is then required to pay
interest on a quarterly basis to the Note Holders.

On October 19, 2005, following the filing of the Company's registration
statement on October 17, 2005, the Company sold an additional $1,350,000 of
Convertible Notes to the Note Holders and issued warrants to purchase 210,938
shares of its common stock (the "Second Installment"). The Note Holders are
obligated to purchase an additional $1,350,000 of Convertible Notes upon the
Company's registration statement being declared effective (the "Third
Installment"). In connection with the Third Installment, the Company will issue
warrants to purchase 210,938 shares of its common stock to the Note Holders.

In accounting for the convertible notes and the warrants described above, the
Company considered the guidance contained EITF 00-19, "Accounting for Derivative
Financial Instruments Indexed To, and Potentially Settled In, a Company's Own
Common Stock," and SFAS 133 "Accounting for Derivative Instruments and Hedging
Activities." In accordance with the guidance provided in EITF 00-19, the Company
determined that the conversion feature of the convertible notes represents an
embedded derivative since the note is convertible into a variable number of
shares upon conversion and a liquidated damage clause contained in the
Registration Rights Agreement requires the Company to pay liquidated damages of
2.0% per month of the outstanding principal amount of the notes, in cash or
shares of common stock to the note holders in the event that a registration
statement covering the shares underlying the convertible notes and warrants is
not declared effective by December 29, 2005. Accordingly, the convertible notes
are not considered to be "conventional" convertible debt under EITF 00-19 and
thus the embedded conversion feature must be bifurcated from the debt host and
accounted for as a derivative liability.

The Company calculated the fair value of the embedded conversion on August 31,
2005 using the Black-Scholes valuation model with the following assumptions:
market price of $3.25; exercise price of $1.95, which represents a 60% discount
to the market price on August 31, 2005; risk free interest rate of 4.0%;
expected volatility of 50% and an expected life of 5 years. The fair value of
$1,186,667 was recorded as a debt discount, which reduced the carrying amount of
the convertible notes. To determine the liability related to the warrants, the
Company calculated the fair value of the warrants on August 31, 2005 using the
Black-Scholes valuation model with the following assumptions: market price of
$3.25; exercise price of $4.50; risk free interest rate of 4.0%; expected
volatility of 50% and an expected life of 5 years. The fair value of $255,936
was also recorded as a debt discount. The total debt discount attributable to
the warrants and embedded conversion feature of $1,442,603 exceeded the
principal amount of the convertible notes by $142,603 and accordingly this
excess amount was charged directly to interest expense on August 31, 2005. The
remaining $1,300,000 of debt discount will be amortized over the three year term
of the convertible notes using the interest method.

                                        8
<PAGE>

                                 OPTIGENEX INC.

               Notes to Condensed Financial Statements - Unaudited


Note 6. Callable Secured Convertible Notes (continued)

A summary of the Callable Secured Convertible Notes at September 30, 2005 is as
follows:


Callable Secured Convertible Notes; 8% per annum;
due August 31, 2008                                            $ 1,300,000

Debt Discount, net of accumulated amortization of $36,111       (1,263,889)
                                                               -----------
Total                                                          $    36,111
                                                               ===========


The Company is required to measure the fair value of the warrants and the
embedded conversion feature on the date of each reporting period until the
registration statement is declared effective. The effect of this re-measurement
will be to adjust the carrying value of the liabilities related to the warrants
and the embedded conversion feature. Accordingly, the Company measured the fair
value of the warrants at September 30, 2005 using the Black-Scholes valuation
model with the following assumptions: market price of common stock on the
measurement date of $0.68, exercise price of warrants $4.50, risk-free interest
rate of 4.0%, expected volatility of 100% and expected life of five years. This
resulted in a fair market value for the warrants of $65,000. The decrease in the
fair market value of the warrants from $255,936 to $65,000 resulted in non-cash
other income of $190,936 and corresponding decrease in the warrant liability.

The Company measured the fair value of the embedded conversion feature at
September 30, 2005 using the Black-Scholes valuation model with the following
assumptions: market price of common stock on the measurement date of $0.68,
exercise price of $0.41 which represents a 40% discount to the market price on
September 30, 2005; risk-free interest rate of 4.0%, expected volatility of 100%
and expected life of five years. This resulted in a fair market value for the
embedded conversion feature of $1,553,659. The increase in the fair market value
of the embedded conversion feature of $366,992 resulted in a non-cash expense of
$366,992 and a corresponding increase in the embedded derivative liability.

Note 7. Restatement

The Company has restated the balance sheet as of September 30, 2005 and the
statement of operations for the three and nine-month periods ended September 30,
2005 to correct the accounting for the embedded conversion feature of the
Callable Secured Convertible Notes and to correctly compute earnings per share
for the reverse merger that occurred during the period. Accordingly, the balance
sheet has been restated to record a liability at September 30, 2005 amounting to
$1,553,659 for the fair value of the embedded derivative feature. The statement
of operations for the three and nine-month periods have been restated to reflect
an increase in net loss by $509,595 or $0.05 per share for the additional
charges relating to valuing the embedded derivative liability at inception and
the subsequent change in value of the liability. The impact of the restated
earnings per share for the reverse merger that occurred during the period has
increased the loss per share by $0.04 for the nine months ended September 30,
2005.

                                        9

<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

The following discussion should be read in conjunction with our condensed
consolidated financial statements and notes to those statements. In addition to
historical information, the following discussion and other parts of this
quarterly report contain forward-looking information that involves risks and
uncertainties.

Overview

We are in the business of developing and marketing proprietary products that are
designed to counter the negative effects of aging. We began selling three oral
nutritional supplement products in the fourth quarter of 2003. We sell our
products direct to the consumer primarily through our Internet website
www.AC-11.com. Our products are also sold through iVillage, a leading women's
healthcare Internet portal. We do not sell our products through traditional
retail or wholesale outlets. The key ingredient in each of our products is our
patented compound AC-11, which is derived from the medicinal herb known as
Uncaria tomentosa. AC-11 is manufactured for us in Brazil by the Centroflora
Group utilizing a patented process and equipment that we own. Our nutritional
supplements are manufactured in New Jersey by Garden State Nutritional. We also
sell AC-11 as a bulk ingredient to other companies in the nutritional supplement
and cosmeceutical industries which in turn utilize it in the formulation of
their own proprietary products.

Our leading oral nutritional supplement product is Activar AC-11, a once daily
capsule containing 350 mg of AC-11. We also sell Activar Age Manager and Activar
Age Manager Professional. Both of these products contain AC-11 in combination
with selected vitamins, minerals, herbs and other nutrients. In January 2005, we
reduced the selling price of Activar AC-11 from $49.99 to $29.99 in order to
make it more competitive with other nutritional supplements. In July 2005, we
reformulated Activar AC-11 into a once daily capsule with a suggested retail
price of $29.95 for a one month supply. Throughout 2005, we reduced the prices
of Age Manager and Age Manager Professional over 80% in order accelerate the
sales of dated packaging. As a result of these reductions in price, net sales of
our nutritional supplement products decreased approximately 51% for the first
nine months of 2005 compared to the first nine months of 2004. We currently have
no plans to reduce the selling price of Activar AC-11 other than through normal
quantity purchase discounts. To increase consumer awareness of the benefits of
Activar AC-11, we will be advertising in various magazines such as Glamour, Self
and Allure in the first quarter of 2006.

                                       10

<PAGE>

Net sales of bulk AC-11 decreased approximately 28% for the first nine months of
2005 compared to the first nine months of 2004. We are highly dependent on a
small base of customers that purchase AC-11 for use as an ingredient in their
own proprietary products. As such, these customers may purchase AC-11 only when
required to do so in connection with their manufacturing schedule. We continue
to market AC-11 to numerous companies in the personal care, cosmeceutical and
nutritional supplement industries.

In the third quarter of 2005, we commenced development of a line of personal
care products, which consist of two skin creams (day and night) and a topical
eye cream. These products each contain AC-11 as an ingredient. These products
are designed to repair damage to the skin caused by exposure to ultraviolet
rays, enhance skin elasticity, reduce wrinkles and other visible signs of aging.
These products are intended to appeal to a targeted demographic audience which
includes women ages 30 and over. We will be marketing these products directly to
the consumer through a celebrity endorsed television infomercial. We also expect
to sell these products through our Internet website. We began production of this
infomercial in October 2005 and completed the infomercial in January 2006. We
will begin airing the infomercial in certain test markets in the first quarter
of 2006. We will require significant capital expenditures to launch and maintain
this new line of business in 2006 for (i) the build-up of the initial inventory
of the skin and eye creams and; (ii) purchasing television media time for the
airing of the infomercial. We have estimated that the total costs related to
this new product launch to be approximately $850,000.

In February 2006, after an evaluation of our infomercial test, we intend to
decide on our product mix. Additionally, we must determine if the cost of
repackaging Age Manager and Age Professional with upgraded packaging that
includes changing the expiration date, provides sufficient benefits to the
Company. If we discontinue Age Manager and Age Manager Professional or decide
not to repackage our existing inventories of these products, we will incur an
inventory write down of approximately $225,000 in the fourth quarter 2005.

Future sales generated from the launch of our line of skin and eye creams will
depend on numerous factors including the degree to which consumers' perceive
that our products offer superior benefits compared to other more established
brands. If the consumer does not believe that our products offer benefits
commensurate with the purchase price, our sales may suffer. The extent to which
we purchase media time that will accurately reach our targeted demographic
audience will also have an effect on our sales.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires us 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 periods. On an on-going basis, we evaluate our estimates, including
those related to collection of accounts receivable, inventory obsolescence,
sales returns and non-monetary transactions such as stock based compensation,
impairment of intangible assets and derivative liabilities related to
convertible notes payable. We base our estimates on historical experience and on
other assumptions that are believed to be reasonable under the circumstances. As
the number of variables and assumptions affecting the probable future resolution
of the uncertainties increase, these judgments become even more subjective and
complex. Actual results may differ from these estimates.

We have identified the following critical accounting policies, described below,
that are the most important to the portrayal of our current financial condition
and results of operations.

Accounts Receivable and Bad Debt Expense

Accounts receivable are reported at their outstanding unpaid principal balances
net of an allowance for doubtful accounts. We estimate bad debt expense based
upon past experience related to specific customers' ability to pay and current
economic conditions. At September 30, 2005 and December 31, 2004, we did not
have an allowance for doubtful accounts.

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-11 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 and we remove these items from inventory at their carrying value.
In 2004, we incurred a write-off of approximately $73,000 of inventory due to
obsolescence.

                                       11

<PAGE>

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.

For our nutritional supplement products, we provide a 100% money back guarantee
on all unopened and undamaged products that are returned to us within 60 days of
purchase. We estimate an allowance for product returns at the time of shipment
based on historical experience. We monitor our estimates on an ongoing basis and
we may revise our allowance for product returns to reflect recent experience. To
date, we have not made any significant changes in our allowance for returns.
Products returned as a result of damage incurred during shipment are replaced at
our cost. We do not estimate an allowance for returns due to damage as
historically the level of returns has been negligible. For the year ended
December 31, 2004, actual returns and other charge-backs were approximately
$1,900 or 0.8% of gross sales. In 2003, returns and charge-backs were
negligible. For the nine months ended September 30, 2005, actual returns were
0.4% or approximately $400.

For our bulk sales of AC-11, our standard return policy provides for a
reimbursement of the full purchase price for any bulk AC-11 that does not
conform with the stated specifications. We must receive notification of a return
request within 30 days from the date that the customer accepts delivery. In the
second quarter of 2005, we accepted the return of a $47,000 order that was
recorded as a sale in the first quarter of 2005. This return was accepted
outside of our standard 30 day period. Since our inception, this is the only
return that we have accepted for bulk AC-11. We accepted this return to
accommodate a new customer that intends to utilize AC-11 as an ingredient in a
number of products that it's developing. The customer accepted delivery of the
product and pursuant to the terms and conditions contained in our bill of sale,
a bona-fide sale was deemed to have occurred. Subsequent to this sale and after
the 30 day return period, the customer notified us that it had conducted its own
internal testing of the chemical composition of the AC-11 and that certain
chemical byproducts appeared to exceed levels acceptable to the customer. Upon
our approval of the return, the customer shipped the AC-11 to us and requested
that we prepare and send them a modified sample of AC-11 that would conform to
their acceptable levels.

We sell bulk AC-11 to PMO Products Inc. and Prometheon Labs, each of which we
own a 50% equity interest in. These companies utilize the AC-11 as an ingredient
in the products that they manufacture and sell. At the time of sale, we record
revenue in an amount equal to our actual cost and we defer the profit, if any,
from the sale until such time that it is determined that the products containing
the AC-11 have been sold to an independent third party. This deferred income is
recorded as a liability. As of September 30, 2005, we have recorded deferred
income of $18,823.

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.
We monitor our projections of expected future net cash flows on an ongoing
basis. If we determine that our projections are not accurate due to specific
events such as a delayed product launch or a change in our product mix, or
changes in economic conditions, we may incur additional write-offs. In 2004, we
recorded an impairment charge of approximately $1,405,000, which represented the
net book value of certain patents that management determined were not going to
utilized in the foreseeable future.

Derivative Instrument Liabilities related to Convertible Notes and Warrants

In connection with the sale of convertible notes and warrants on August 31,
2005, we determined that in accordance with EITF No. 00-19, "Accounting for
Derivative Financial Instruments Indexed To, and Potentially Settled in, a
Company's Own Stock," and SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities," that the conversion feature of the convertible notes
represents an embedded derivative. As such, we are required to estimate the fair
value of the embedded derivative and the warrants at of the end of each
reporting period and these values are recorded as liabilities. We estimate fair
value using the Black-Scholes option pricing model. This model requires us to
make estimates such as the expected holding period, the expected future
volatility of our common stock and the risk-free rate of return over the holding
period. These estimates directly affect the reported amounts of the derivative
instrument liabilities.

                                       12

<PAGE>

Employee Stock Options and Stock Based Compensation

In accordance with the provisions of Statement of Financial Accounting Standards
No. 123 ("SFAS"), we have elected to apply the current accounting rules under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB25") and related interpretations in accounting for employee
stock options and accordingly, we present disclosure-only information as
required by SFAS No. 123. In accordance with SFAS 123 and EITF Issue 96-18
"Accounting for Equity Instruments that are Issued to Other than Employees for
Acquiring, or in Conjunction with Selling Goods and Services," stock options and
warrants issued to consultants and other non-employees as compensation for
services provided or to be provided are accounted for based upon the fair value
of the services provided or the estimated fair market value of the option or
warrant, whichever can be more clearly determined. In order to estimate fair
value of stock options, we utilize option pricing models such as Black-Scholes,
which require us to make certain estimates such as the expected future
volatility of our common stock and the projected holding period for the option.
We recognize the expense over the period that the services are provided.

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). As we are a small business issuer, 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.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2005 Compared to the Three Months Ended
September 30, 2004

Sales

Net sales for the three months ended September 30, 2005 were $40,468 compared to
net sales of $83,551 for the three months ended September 30, 2004, a decrease
of $43,083 or approximately 52%. Our sales by product line are summarized in the
table below:



<TABLE>
<CAPTION>
                                         Three                         Three
                                         Months                        Months
                                         Ended           %             Ended           %             $                %
                                        9/30/05       of Total        9/30/04       of Total      Inc/(Dec)        Inc/(Dec)
                                     ------------    ---------     ------------    ---------     ------------     ---------
Nutritional Supplements:
<S>                                  <C>                  <C>      <C>                  <C>      <C>                   <C>
   Activar AC-11                     $     11,770         29.1%    $      9,235         11.1%    $      2,535          27.4%
   Age Manager                              3,967          9.8%          17,590         21.1%         (13,623)        -77.4%
   Age Manager Pro                          3,429          8.5%          18,374         22.0%         (14,945)        -81.3%
                                     ------------    ---------     ------------    ---------     ------------     ---------
Total Nutritional Supplements              19,166         47.4%          45,199         54.2%         (26,033)        -57.6%
   Bulk AC-11                               3,500          8.6%          35,175         42.1%         (31,675)        -90.0%
   Royalties                               11,168         27.6%               0            0%          11,168            NA
   Other                                    6,634         16.4%           3,177          3.7%           3,457         135.0%
                                     ------------    ---------     ------------    ---------     ------------     ---------
Total Revenue                        $     40,468        100.0%    $     83,551        100.0%    $    (43,083)        -51.6%
                                     ============    =========     ============    =========     ============     =========
</TABLE>


Our net supplement sales for the three months ended September 30, 2005 were
$19,166 compared to $45,199 for the three months ended September 30, 2004, a
decrease of $26,033 or 57.6%. This decrease is due primarily to the a reduction
in net sales of Age Manager and Age Manager Pro as a result of discounts offered
on these two products.

Sales of bulk AC-11 were $3,500 for the three months ended September 30, 2005,
compared to $35,175 for the three months ended September 30, 2004 a decrease of
$31,675 or 90.0%. This decrease was due to lower order levels from existing
customers in 2005 versus 2004.

For the three months ended September 30, 2005, we earned royalties of $11,168
from the sale of products containing AC-11. We did not earn any royalties in
2004.

                                       13

<PAGE>

Cost of Sales

Cost of sales includes direct and indirect costs associated with manufacturing
bulk AC-11 and our nutritional supplement product Activar AC-11. Cost of sales
was $29,091 and $48,490 for the three months ended September 30, 2005 and 2004,
respectively. For the three months ended September 30, 2005, gross profit was
$11,377 or 28.1% compared to gross profit of $35,061 or 42.0% for the three
months ended September 30, 2004. The decrease in gross profit was due primarily
to the reduction in the retail selling price of Age Manager and Age Manager Pro
and the reduction in sales of bulk AC-11 which carries a higher gross margin
than Activar AC-11.

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.

The table below highlights the major components of our SG&A expenses:

<TABLE>
<CAPTION>
                                             Three            Three
                                          Months Ended      Months Ended
                                          September 30,     September 30,         $                 %
                                              2005             2004           Inc/(Dec)         Inc/(Dec)
                                          -----------       -----------      -----------       -----------
<S>                                      <C>               <C>             <C>                   <C>
Employee compensation and benefits            289,118           412,269         (123,151)            -29.9%
Marketing, advertising and promotion          400,529           131,953          268,576             203.5%
Research and development                       95,530           208,987         (113,457)            -54.3%
Consulting and other professional
services                                       77,758           274,150         (196,392)            -71.6%
Legal and accounting                          120,418           348,279         (227,861)            -65.4%
General and administrative                    132,079           101,092           30,987              30.7%
Occupancy                                      41,399            93,769          (52,370)            -55.9%
Stock based compensation                       14,220                 0           14,220                NA
Depreciation and amortization                  74,044           110,757          (36,713)            -33.1%
(Income) Loss from joint ventures              (7,810)                0           (7,810)               NA
                                          -----------       -----------      -----------       -----------
       Total SG&A                         $ 1,237,285       $ 1,681,256      $  (443,971)            -26.4%
                                          ===========       ===========      ===========       ===========
</TABLE>

SG&A expenses decreased $443,971 from $1,681,256 for the three months ended
September 30, 2004 to $1,237,285 for the three months ended September 30, 2005.
The primary reasons for the decrease in the overall level of SG&A expenses were:
(i) a decrease in employee compensation expense due primarily to bonus payments
made in 2004; (ii) a decrease in professional fees related to various research
initiatives that we performed in 2004 and; (iii) a decrease in legal and
accounting expenses due to the fact that we incurred significant costs in 2004
related to our merger with Vibrant Health International. These decreases were
partially offset by an increase in advertising and marketing expenses in 2005
versus 2004. A majority of the increase in marketing expenses is related to the
production of our infomercial which began in the third quarter of 2005.

Interest Expense

Interest expense consists of interest paid on the principal balance of the
convertible notes of $34,666. Also included in interest expense is a non-cash
expense of $142,603 which we incurred as a result of our valuation of the
initial warrant and embedded derivative liabilities related to the convertible
notes as of August 31, 2005. The non-cash expense of $142,603 represents the
amount that the aggregate of the warrant and embedded derivative liabilities
exceeded the face amount of the convertible note of $1,300,000. Interest expense
also includes the amortization of the debt discount associated with the
convertible notes. Interest expense for the three months ended September 30,
2005 was $187,381. We did not incur interest expense in 2004.

Other Expense

Other expense of $176,056 consists of the net change in the carrying values of
the liabilities for the common stock warrants and the embedded derivative
liabilities related to the convertible notes.

                                       14

<PAGE>

Net Loss

Net loss for the three months ended September 30, 2005 was $1,589,345 or $0.15
per share, compared to a net loss of $1,646,195 or $0.18 for the three months
ended September 30, 2004. The decrease in net loss is primarily attributable to
the overall decrease in SG&A expenses offset by an increase in interest expense
and other expenses related to the change in value of the warrant and embedded
derivative liabilities.

Nine Months Ended September 30, 2005 Compared to the Nine Months Ended September
30, 2004

Sales

Net sales for the nine months ended September 30, 2005 were $161,807 compared to
net sales of $250,017 for the nine months ended September 30, 2004, a decrease
of $88,210 or 35%. Our sales by product line are summarized in the table below:

<TABLE>
<CAPTION>
                                          Nine                         Nine
                                         Months                        Months
                                         Ended          %              Ended          %              $                %
                                        9/30/05      of Total         9/30/04      of Total       Inc/(Dec)        Inc/(Dec)
                                     ------------    ---------     ------------    ---------     ------------     ---------
Nutritional Supplements:
<S>                                  <C>            <C>           <C>             <C>            <C>              <C>
   Activar AC-11                     $     36,985         22.9%    $     36,891         14.8%    $         94            NA
   Age Manager                             31,639         19.6%          72,605         29.0%         (40,966)        -56.4%
   Age Manager Pro                         22,275         13.7%          75,577         30.2%         (53,302)        -70.5%
                                     ------------    ---------     ------------    ---------     ------------     ---------
Total Nutritional Supplements              90,899         56.2%         185,073         74.0%         (94,174)        -50.8%
   Bulk AC-11                              40,337         24.9%          55,939         22.4%         (15,602)        -27.9%
   Royalties                               17,892         11.1%               0            0%          17,892            NA
   Other                                   12,679          7.8%           9,005          3.6%           3,674          40.8%
                                     ------------    ---------     ------------    ---------     ------------     ---------
Total Revenue                        $    161,807        100.0%    $    250,017        100.0%    $    (88,210)        -35.2%
                                     ============    =========     ============    =========     ============     =========
</TABLE>

Net supplement sales for the nine months ended September 30, 2005 were $90,900
compared to $186,865 for the nine months ended September 30, 2004, a decrease of
$95,965 or 51%. This decrease is due primarily to the reduction in net sales of
Age Manager and Age Manager Pro as a result of discounts offered on these two
products.

Sales of bulk AC-11 were $40,337 for the nine months ended September 30, 2005,
compared to $54,030 for the nine months ended September 30, 2004, a decrease of
$13,693 or 25%. This decrease was due to lower order levels from our existing
customers in 2005 versus 2004.

For the nine months ended September 30, 2005, we earned royalties of $17,892
from the sale of products containing AC-11. We did not earn royalties in 2004.

Cost of Sales

Cost of sales includes direct and indirect costs associated with manufacturing
bulk AC-11 and our nutritional supplement products. Cost of sales was $98,245
and $105,012 for the nine months ended September 30, 2005 and 2004,
respectively. For the nine months ended September 30, 2005, gross profit was
$63,562 or 39% compared to gross profit of $145,005 or 58% for the nine months
ended September 30, 2004. The decrease in gross profit was due primarily to the
reduction in the retail selling price of Age Manager and Age Manager Pro and the
reduction in sales of bulk AC-11, which carries a higher gross margin than
Activar AC-11.

                                       15

<PAGE>

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.

The table below highlights the major components of our SG&A expenses:

<TABLE>
<CAPTION>
                                                 Nine               Nine
                                             Months Ended       Months Ended
                                             September 30,      September 30,           $                   %
                                                 2005               2004            Inc/(Dec)           Inc/(Dec)
                                            ---------------    ---------------    ---------------     ---------------
<S>                                         <C>                <C>                <C>                            <C>
Employee compensation and benefits          $     1,048,148    $       654,016    $       394,132                60.3%
Marketing, advertising and promotion                770,242            213,330            556,912               261.1%
Research and development                            273,331            308,230            (34,899)              -11.3%
Consulting and other professional
services                                            377,350            272,208            105,142                38.6%
Legal and accounting                                571,125            418,074            153,051                36.6%
General and administrative                          343,275            338,689              4,586                 1.4%
Occupancy                                           152,315            154,051             (1,736)               -1.1%
Stock based compensation                             53,540                  0             53,540                  NA
Depreciation and amortization                       210,562            319,097           (108,535)              -34.0%
(Income) Loss from joint ventures                     9,334                  0              9,334                  NA
                                            ---------------    ---------------    ---------------     ---------------
       Total SG&A                           $     3,809,222    $     2,677,695    $     1,131,527                29.7%
                                            ===============    ===============    ===============     ===============
</TABLE>

SG&A expenses increased $1,131,527 from $2,677,695 for the nine months ended
September 30, 2004 to $3,809,222 for the nine months ended September 30, 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 marketing and advertising costs; (iii) and
increased legal expense.

Interest Expense

Interest expense consists of interest paid on the principal balance of the
convertible notes of $34,666. Also included in interest expense is a non-cash
expense of $142,603 which we incurred as a result of our valuation of the
initial warrant and embedded derivative liabilities related to the convertible
notes as of August 31, 2005. The non-cash expense of $142,603 represents the
amount that the aggregate of the warrant and embedded derivative liabilities
exceeded the face amount of the convertible note of $1,300,000. Interest expense
also includes the amortization of the debt discount associated with the
convertible notes. Interest expense for the nine months ended September 30, 2005
was $187,381. We did not incur interest expense in 2004.

Other Expense

Other expense of $176,056 consists of the net change in the carrying values of
the liabilities for the common stock warrants and the embedded derivative
liabilities related to the convertible notes.

Net Loss

Net loss for the nine months ended September 30, 2005 was $4,109,097 or $0.41
per share, compared to a net loss of $2,532,690 or $0.33 for the nine months
ended September 30, 2004. The increase in net loss is primarily attributable to
the overall increase in SG&A expenses and the increase in interest expense and
other expenses related to the change in value of the warrant and embedded
derivative liabilities.

                                       16

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Based upon our recurring losses from operations as of December 31, 2004 and for
the nine months ended September 30, 2005, our current rate of cash consumption
and the uncertainty of liquidity related initiatives described below, there is
substantial doubt as to our ability to continue as a going concern. Therefore,
we will in all likelihood, have to rely on external financing for all of our
capital requirements. Future losses are likely to continue unless we
successfully implement our business plan, which calls for us to secure both debt
and equity financing while completing a successful infomercial launch of our
proprietary skin care and topical eye care products and marketing and
advertising our nutritional supplements.

At September 30, 2005, we had cash of $957,131 and net working capital of
$2,575,083. Excluding $2,389,711 of inventory, we have net working capital of
$185,372. As of that same date, we had $899,273 in current liabilities.

For the nine months ended September 30,2005, we used cash in our operating
activities totaling $3,748,003 as compared to the same period one year ago of
$3,641,297. The increase in our usage of cash of $ 106,706 was primarily due to
an increase in our net loss of $1,576,407 from a net loss of $2,532,690 for nine
months ended September 30, 2004 to a net loss of $ 4,109,097. This increase is
primarily related to an increase in SG&A expenses of $1,131,527 from $2,677,695
for the nine months ended September 30, 2004 to $3,809,222 for the nine months
ended September 30, 2005. The primary reasons for the increase in the overall
level of SG&A expenses were: (i) salary costs due to the hiring of additional
employees and senior management personnel; (ii) professional fees related to
various research initiatives; (iii) marketing and advertising costs; (iv) legal
expense; and (v) amortization expense. This increase in our usage of cash was
offset by a decrease in inventory purchases in raw material and finished extract
of $1,095,570 from $1,443,582 for nine months ended 2004 to $348,012 for nine
months ended September 30, 2005. Although we believe our inventory position in
these categories to be sufficient, we anticipate build-up of inventory of our
proprietary skin care, and topical eye care products.

We finance our operations and capital requirements primarily through private
debt and equity offerings. For the nine months ended September 30 2005, we
received cash totaling $3,681,987 from the issuance of equity through a private
placement offering in the amount of $2,381,987, and the issuances of convertible
debentures in the amount of $1,300,000.

We anticipate that we will require approximately $4,000,000 to execute our
business strategy for the next twelve months. During the fourth quarter 2005 we
initiated the production of an infomercial and completed it in January 2006. We
intend on launching the infomercial in the first quarter of 2006. As a result,
over the next twelve months, we expect to incur increased costs related to: (i)
marketing and advertising our nutritional supplement products and the
proprietary skin care and topical eye care products that we are currently
developing, including costs related to the production of an Infomercial and the
purchase of media time to test the Infomercial in various markets, estimated to
be $350,000; and (ii) the build-up of inventory of our proprietary skin care and
topical eye care products, estimated to be $500,000. We also anticipate
marketing and advertising costs of approximately $60,000 for our nutritional and
supplement products.

During the first quarter 2006, we intend to test the infomercial to various
media markets. The results of these tests will determine the success of our
infomercial and the ultimate determination of our media expenditures. If these
results are interpreted as unsuccessful, we may be required to update our
infomercial at additional costs or abandon this business strategy. Further
delays in a successful infomercial launch or an abandonment of our infomercial
strategy will have a negative impact our ability to execute our business plan.

During the fourth quarter of 2005, we will likely incur additional professional
fees of approximately $100,000 relating to accounting and legal fees in
connection with this registration statement.

Because we maintain high levels of inventories to meet the product needs, a
change by us of our product mix could result in write downs of our inventories.
Write downs and charges of this type will increase our net losses, and if
experienced in the future, will make it more difficult for us to achieve
profitability. The shelf life of our bulk extract is approximately three years
date of processing. The majority of our bulk inventory expires in 2007. We are
unable to predict the likelihood at this time of write-down related to our bulk
inventory. Additionally, if new products are discontinued, we will be forced to
or write down our inventory as well as the related intellectual property to
those products. In January 2006, after an evaluation of our infomercial test, we
intend to decide on our product mix. We must also decide if the cost of
repackaging Age Manager and Age Professional with upgraded packaging that
includes changing the expiration date, provides sufficient benefits to the
company. If we discontinue Age Manager and Age Manager Professional or decide
not to repackage the product, we will incur an inventory write down charge of
approximately $225,000 and an impairment charge of approximately $1,000,000 to
the related intellectual property in the fourth quarter 2005.

Our audited and unaudited consolidated financial statements have been prepared
on a basis that contemplates our continuation as a going concern and the
realization of assets and liquidation of liabilities in the ordinary course of
business. Our audited and unaudited financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

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<PAGE>

On August 31, 2005, we entered into a securities purchase agreement with four
investment funds for the sale in three installments of an aggregate of
$4,000,000 of callable secured convertible notes and five-year warrants to
purchase 625,000 shares of our common stock at $4.50 per share. The notes bear
interest at the rate of 8% per annum, payable quarterly. The notes are
convertible into shares of our common stock at any time, at the investors'
option, at the lower of $3.20 per share, or 60% of the average of the three
lowest intraday trading prices for the common stock on the Over-The-Counter
Bulletin Board for the 20 trading days ending the day before the conversion
date. We sold $1,300,000 of secured convertible notes and issued warrants to
purchase an aggregate of 203,124 shares of our common stock on August 31, 2005.
We are not required to make payments of principal during the three-year term of
the secured convertible notes which mature on August 31, 2008. We sold
$1,350,000 of secured convertible notes on October 19, 2005, upon the filing of
a registration statement covering the resale of shares underlying the secured
convertible notes and warrants. We issued warrants to purchase 210,938 shares of
our common stock as part of this second installment. We are not required to make
payments of principal during the three-year term of the secured convertible
notes, which mature on October 19, 2008. We are obligated to sell secured
convertible notes in the amount of $1,350,000 within two days of our
registration statement being declared effective. We will issue warrants to
purchase 210,938 shares of our common stock as part of the third installment. We
have the right to prepay the secured convertible notes under certain
circumstances at a premium ranging from 25% to 50% depending on the timing of
such prepayment. We have granted the investors a security interest in
substantially all of our assets.

In addition, any event of default such as our failure to repay the principal or
interest when due, our failure to issue shares of common stock upon conversion
by the holder, our failure to timely file a registration statement or have such
registration statement declared effective, breach of any covenant,
representation or warranty in the Securities Purchase Agreement or related
convertible note, the assignment or appointment of a receiver to control a
substantial part of our property or business, the filing of a money judgment,
writ or similar process against our company in excess of $50,000, the
commencement of a bankruptcy, insolvency, reorganization or liquidation
proceeding against our company and the delisting of our common stock could
require the early repayment of the secured convertible notes, including a
default interest rate of 15% on the outstanding principal balance of the notes
if the default is not cured with the specified grace period. We anticipate that
the full amount of the secured convertible notes will be converted into shares
of our common stock, in accordance with the terms of the secured convertible
notes. If we were required to repay the secured convertible notes, we would be
required to use our limited working capital and raise additional funds. If we
were unable to repay the notes when required, the note holders could commence
legal action against us and foreclose on all of our assets to recover the
amounts due. Any such action would require us to curtail or cease operations.

Pursuant to the terms of our registration rights agreement entered into in
connection with our securities purchase agreement dated August 31 2005, if we
did not have a registration statement registering the shares underlying the
secured convertible notes and warrants declared effective on or before December
29 2005, we are obligated to pay liquidated damages in the amount of 2.0% per
month of the face amount of the issued and outstanding secured convertible notes
outstanding, which equals $53,000 monthly, until the registration statement is
declared effective. Because the registration statement was not declared
effective by December 29, 2005, we became obligated to pay the investors the
liquidated damages. In addition, since the registration statement was not
declared effective on January 13, 2006, we were in default under the Notes.
However, the purchasers of the Notes subsequently waived all liquidated damages
and defaults related to our failure to have the registration statement declared
effective by those dates provided that the registration statement is declared
effective by April 30, 2006. At our option, these liquidated damages, if and
when payable, can be paid in cash or restricted shares of our common stock.

If we decide to pay the liquidated damages in cash, we would be required to use
our limited working capital and potentially raise additional funds. If we decide
to pay the liquidated damages in shares of common stock, the number of shares
issued would depend on our stock price at the time that payment is due. The
issuance of shares upon payment of liquidated damages will have the effect of
further diluting the proportionate equity interest and voting power of holders
of our common stock, including investors in this offering. As of the date
hereof, the investors have not demanded payment of the liquidated damages and we
have not determined if we will make such liquidated damages payments in cash,
stock or a combination of both.

We believe that our current cash on hand plus the proceeds from the sale of an
additional $1,350,000 of secured convertible notes may not be sufficient to
sustain us through the next 12 months. In addition, we will not be able to sell
the $1,350,000 of secured convertible notes until such time as our registration
statement discussed in the previous paragraph is declared effective by the
Securities Exchange Commission. In the event that our registration statement is
not declared effective, we will have to curtail our operations, including the
marketing and advertising of our line of proprietary topical skin care, eye care
and sun care products. This will have a negative impact on our business and may
adversely impact our ability to raise additional funds. In addition, the fact
that we currently have an aggregate of $2,650,000 in secured convertible notes
outstanding, may hinder our ability to raise additional debt or equity capital
and accordingly, 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 we may
not be able to continue our business.

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<PAGE>

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. The
system of disclosure controls and procedures was designed to be effective at a
reasonable assurance level. 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 September 30, 2005, there were no changes in our
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect our internal controls over financial
reporting.

We have considered the restatement of our financial statements presented in this
amended quarterly report on Form 10-QSB for the period ended September 30, 2005
to correct the calculation of net loss per common share and the embedded
derivative feature present in our Callable Secured Convertible Notes and have
concluded that such restatement does not represent a material weakness in our
internal control over financial reporting and we still believe that our
disclosure controls and procedures are effective at the reasonable assurance
level. Management views the restatement of net loss per share as a one-time
error related to the method it used to calculate the weighted average shares
outstanding for periods impacted by a reverse merger. Management also believes
that the restatement related to the accounting treatment of the embedded
derivative feature is a one-time error. Both transactions were prepared and
assessed by the accounting staff and presented to the CFO and CEO for approval.
In the course of its review, management decided that the complexity warranted
discussion with the senior technical review staff from its independent
registered public accounting firm who concurred with management's methodology
prior to recording and disclosing these transactions. After consulting the SEC
staff and its independent registered public accounting firm in the course of
their review of its recent Form SB-2, management determined that a restatement
was necessary. In the future, when the Company encounters complex transactions
of this nature where the accounting guidance may require further interpretation,
the Company will seek an additional level of outside technical expertise in
order to ensure that its disclosures are accurate.

                            PART II OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal proceedings or claims that we believe will have,
individually or in the aggregate, a material adverse affect on our business,
financial condition or operating results.

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

During the three month period ended September 30, 2005, we sold 192,667 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 $578,000 in connection with the sale
of these shares and we paid commissions of $57,800 to a placement agent. We also
issued an aggregate of 19,267 warrants to the placement agent, which have an
exercise price of $3.00 and a term of five years from the dates 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.

In connection with our sale of $1,300,000 of callable secured convertible notes
on August 31, 2005, we issued warrants to purchase 203,124 shares of our common
stock to the purchasers of the convertible notes. The warrants have an exercise
price of $4.50 and a term of five years.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

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<PAGE>

Item 6. Exhibits

Exhibit No. Title

31.1        Certification of Chief Executive Officer pursuant to Rule 13a-14 and
            Rule 15d-14(a), promulgated under the Securities and Exchange Act of
            1934, as amended

31.2        Certification of Chief Financial Officer pursuant to Rule 13a-14 and
            Rule 15d 14(a), promulgated under the Securities and Exchange Act of
            1934, as amended

32.1        Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief
            Executive Officer)

32.2        Certification pursuant to 18 U.S.C.  Section  1350,  as  adopted
            pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 (Chief
            Financial Officer)



                                   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: February 10, 2006

OPTIGENEX INC.
Registrant




By:   /s/ Anthony Bonelli
      -----------------------------
      Anthony Bonelli
      Chief Executive Officer
      (Principal Executive Officer)


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



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