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, 2006


|_|   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
incorporation or organization)                              I.D. Number)

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 |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 10,750,234 shares of Common Stock outstanding as of May 19,
2006.

      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, 2006                 1

                 Condensed Statements of Operations for the
                 three months ended March 31, 2006 and 2005                   2

                 Condensed Statement of Stockholder's Equity
                 for the three months ended March 31, 2006                    3

                 Condensed Statements of Cash Flows for the
                 three months ended March 31, 2006 and 2005                   4

                 Notes to Condensed Financial Statements                      5

Item 2.     Management's Discussion and Analysis of Financial Condition      14

Item 3.     Controls and Procedures                                          21

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                22

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds      22

Item 3.     Defaults Upon Senior Securities                                  22

Item 4.     Submission of Matters to a Vote of Security Holders              22

Item 5.     Other Information                                                22

Item 6.     Exhibits                                                         22

SIGNATURES                                                                   23

<PAGE>


                          PART 1. FINANCIAL INFORMATION


Item 1.           Condensed Financial Statements - Unaudited


                                 OPTIGENEX INC.

                             Condensed Balance Sheet

                                                         March 31,
                                                           2006
                                                       ------------
                                                       (Unaudited)
ASSETS

Current assets:
   Cash                                                $    928,896
   Accounts receivable, net                                  33,114
   Inventories                                            2,200,629
   Prepaid expenses and other current assets                167,788
                                                       ------------

      Total current assets                                3,330,427

Property and equipment, net                                 104,134
Intangible assets, net                                    2,532,636
Other assets                                                208,525
                                                       ------------

Total Assets                                           $  6,175,722
                                                       ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                    $    389,887
   Accrued expenses                                          93,145
   Deferred income                                           20,539
                                                       ------------

      Total current liabilities                             503,571

Callable secured convertible notes, net of debt
  discount of $3,487,169, including embedded
  derivative liability                                    4,745,678
Common stock warrants                                        20,857
                                                       ------------

      Total liabilities                                   5,270,106

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, 10,750,234 shares issued and
     outstanding                                             10,751
   Additional paid-in capital                            18,037,097
   Accumulated deficit                                  (17,142,232)
                                                       ------------
      Total stockholders' equity                            905,616
                                                       ------------

Total Liabilities and Stockholders' Equity             $  6,175,722
                                                       ============

See notes to condensed financial statements

                                        1

<PAGE>


                                 OPTIGENEX INC.

                 Condensed Statements of Operations - Unaudited



                                                        Three Months Ended
                                                             March 31,
                                                   ----------------------------
                                                       2006            2005
                                                   ------------    ------------
Net sales                                          $     38,606    $    117,296

Cost of sales                                            28,025          53,431
                                                   ------------    ------------

Gross profit                                             10,581          63,865

Selling, general and administrative                   1,249,950       1,141,216
                                                   ------------    ------------

Loss from operations                                 (1,239,369)     (1,077,351)

Other (income) expense:
  Interest expense                                      660,072              --
  Equity in loss from joint ventures                     14,294          14,067
  Net change in fair value of common stock
      warrants and derivative liability                (339,144)             --
                                                   ------------    ------------

Net loss                                           $ (1,574,591)   $ (1,092,418)
                                                   ============    ============

Net loss per common share - basic and diluted      $      (0.15)   $      (0.11)
                                                   ============    ============

Weighted average number of common
   shares outstanding - basic and diluted            10,580,234       9,677,715
                                                   ============    ============

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, 2005                          10,450,234   $      10,451   $  17,797,247   $ (15,567,641)   $   2,240,057

Conversion of convertible notes to common stock         300,000             300          51,300          51,600

Issuance of stock options to employees and
consultants                                                                             188,550                          188,550

Net loss                                                     --              --              --      (1,574,591)      (1,574,591)
                                                  -------------   -------------   -------------   -------------    -------------

Balance - March 31, 2006                             10,750,234   $      10,751   $  18,037,097   $ (17,142,232)   $     905,616
                                                  =============   =============   =============   =============    =============
</TABLE>

See notes to condensed financial statements

                                       3
<PAGE>


                                 OPTIGENEX INC.

                 Condensed Statements of Cash Flows - Unaudited
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                        March 31,
                                                              ----------------------------
                                                                  2006            2005
                                                              ------------    ------------
<S>                                                           <C>             <C>
Cash flows from operating activities:
   Net loss                                                   $ (1,574,591)   $ (1,092,418)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation                                                12,700          11,783
        Amortization of intangibles                                 51,561          56,934
        Amortization of debt discount                              273,632              --
        Amortization of deferred financing costs                     9,723              --
        Stock-based compensation                                   188,550          20,460
        Non-cash financing costs                                   321,094              --
        Equity in loss from joint venture                           14,294          14,067
        Income from change in value of warrants
                 and embedded derivative liability                (339,144)             --
   Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable                    61,131         (58,958)
      Increase in inventories                                     (196,851)        (58,921)
      Increase in prepaid expenses and other current assets        (47,132)        (38,100)
      Decrease in accounts payable                                  (6,113)       (217,454)

      Decrease in accrued expenses                                 (26,574)        (63,764)


      Decrease in deferred income                                   (1,497)             --
                                                              ------------    ------------
           Net cash used in operating activities                (1,259,217)     (1,426,371)
                                                              ------------    ------------

Cash flows from investing activities:
   Patent costs                                                     (5,621)        (19,117)

   Purchases of property and equipment                                  --          (5,832)
                                                              ------------    ------------

           Net cash used in investing activities                    (5,621)        (24,949)
                                                              ------------    ------------

Cash flows from financing activities:
   Proceeds from the sale of convertible notes                   1,350,000              --
   Principal payments under convertible notes                     (115,555)             --
   Proceeds from the issuance of common stock                                    1,116,303


   Deferred financing costs                                        (10,000)             --
                                                              ------------    ------------
           Net cash provided by financing activities             1,224,445       1,116,303
                                                              ------------    ------------

Net increase (decrease) in cash                                    (40,393)       (335,017)
Cash - beginning of period                                         969,289       1,196,568
                                                              ------------    ------------
Cash - end of period                                          $    928,896    $    861,551
                                                              ============    ============

Supplemental schedule of cash flow information:
  Cash paid for interest                                      $     70,592

Supplemental schedule of non-cash investing and financing
activities:

  Debt discount in connection with recording
    value of embedded derivative liability feature            $  1,350,000
  Allocation of convertible note proceeds to warrants         $     21,094
  Common stock issued in connection with conversion of
     convertible notes                                        $     51,600
</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, 2006 and 2005 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, 2006 is not
necessarily indicative of the results of operations expected for the year ending
December 31, 2006. These financial statements should be read in conjunction with
the audited financial statements as of December 31, 2005 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, 2005 filed with the Securities and Exchange
Commission.

Certain items in the March 31, 2005 income statement have been reclassified to
conform to the 2006 presentation.

The Company maintains cash in bank deposit accounts which, at times, may exceed
federally insured limits. The Company has not experienced any losses on these
accounts.

Accounts receivable are reported at their outstanding unpaid principal balances
reduced by an allowance for doubtful accounts. The Company estimates doubtful
accounts based on historical bad debts, factors related to specific customers'
ability to pay and current economic trends. The Company writes off accounts
receivable against the allowance when a balance is determined to be
uncollectible.

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 and skin care 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 is less than 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.

The fair value of the Company's financial instruments consisting of Callable
Secured Convertible Notes approximates the principal value due to the terms of
the Notes.

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.

                                        5
<PAGE>

OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited


In February 2006, the FASB issued Statement No. 155, Accounting for Certain
Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140.
Among other matters, that statement provides that where a company is required to
bifurcate a derivative from its host contract, the company may irrevocably elect
to initially and subsequently measure that hybrid financial instrument in its
entirety at fair value, with changes in fair value recognized in operations. The
statement is effective for financial instruments issued after the beginning of
an entity's first fiscal year that begins after September 15, 2006. Earlier
adoption is permitted as of the beginning of an entity's fiscal year, provided
the entity has not yet issued financial statements, including financial
statements for any interim period for that fiscal year.

Prior to January 1, 2006, the Company accounted for stock option awards in
accordance with the recognition and measurement provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
("APB 25") and related Interpretations, as permitted by Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation", ("SFAS
123"). Share-based employee compensation expense was not recognized in the
Company's consolidated statements of operations prior to January 1, 2006, as all
stock option awards granted had an exercise price equal to or greater than the
market value of the common stock on the date of the grant. As permitted by SFAS
123, the Company reported pro-forma disclosures presenting results and earnings
per share as if the Company had used the fair value recognition provisions of
SFAS 123 in the Notes to Consolidated Financial Statements. Share-based
compensation related to non-employees and modifications of options granted were
accounted for based on the fair value of the related stock or options in
accordance with SFAS 123 and its interpretations.

Effective January 1, 2006, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment",
("SFAS 123(R)"), which requires the measurement and recognition of compensation
expense for all share-based payment awards to employees and directors based on
estimated fair values. The Company adopted SFAS 123(R) using the modified
prospective transition method. Under this transition method, share-based
compensation expense recognized during the three months ended March 31, 2006
included: (a) compensation expense for all share-based awards granted prior to,
but not yet vested, as of January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of SFAS 123, and (b)
compensation expense for all share-based awards granted on or after January 1,
2006, based on the grant date fair value estimated in accordance with the
provisions of SFAS 123(R). In accordance with the modified prospective
transition method, our consolidated financial statements for prior periods have
not been restated to reflect the impact of SFAS 123(R).

The following table illustrates the effect on net loss for the three months
ended March 31, 2005 as if we had applied the fair value method to our
stock-based compensation:

                                               Three Months
                                                   Ended
                                              March 31, 2005
                                              --------------
Reported net loss                             $   (1,092,418)

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)
                                              ==============

Reported  net  loss per  share - basic  and
diluted                                       $        (0.11)
                                              ==============

Proforma  net  loss per  share - basic  and
diluted                                       $        (0.12)
                                              ==============

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.

                                        6
<PAGE>

OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited

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:

Potential common stock consists of the following:

At March 31,                               2006         2005
------------                            ----------   ----------
Stock options                            4,801,605    3,105,395
Common stock warrants                      891,918      178,454
Common stock issuable upon
  conversion of convertible notes (1)   29,483,423
                                        ----------   ----------
Total                                   35,176,946    3,283,849

(1) At March 31, 2006, the Company had $3,832,845 of Callable Secured
Convertible Notes outstanding. The 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. At March 31, 2006, the Notes
would have been convertible into shares of the Company's common stock at a price
of $0.14. See Note 6 for a complete discussion of the Callable Secured
Convertible Notes.

The potential common stock has not been included in the computation of diluted
loss per share, as the effect would be anti-dilutive.

Note 3. Inventories

Inventories consisted of the following components at March 31, 2006:

Raw materials            $ 1,864,454
Finished goods               336,175
                       -------------
                         $ 2,200,629
                       =============

Note 4. Stockholders' Equity

On February 14, 2006, the Note Holders converted a total of $30,000 of
Convertible Notes into 150,000 shares of the Company's common stock at a price
of $0.20 per share.

On February 28, 2006, the Note Holders converted a total of $21,600 of
Convertible Notes into 150,000 shares of the Company's common stock at a price
of $0.144 per share.

                                       7
<PAGE>

OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited

Note 5. Joint Ventures

PMO Products Inc.

In November 2004, the Company entered into a joint venture with the two
principals of Pierre Michel Salon, a leading New York City based hair salon to
develop and market a line of professional hair care products that contain AC-11
as an ingredient. The Company contributed $25,000 in cash for a 50% ownership
interest in a newly formed corporation named PMO Products Inc., a New York
corporation ("PMO"). The two principals of Pierre Michel Salon contributed in
the aggregate $25,000 in cash for their 50% ownership interest. The Company
sells its ingredient AC-11 to PMO which in turn utilizes it in the formulation
and manufacturing of six products. In August 2005, PMO began selling these
products exclusively to the Pierre Michel Salon in New York City. The joint
venture partners share equally in the net income or net loss generated by PMO
however, PMO does not participate in any of the profits generated from the
retail sales of the products at the Pierre Michel Salon.

During 2005, the Company sold approximately $26,000 of products to PMO. The
Company records as deferred income, the profit from any sales it makes to PMO
until such time that the products are resold by PMO to an independent third
party. At March 31, 2006, deferred income related to sales to PMO was $14,225.
The Company accounts for its investment in PMO under the equity method. For the
three months ended March 31, 2006, PMO had a net loss of $5,974 and accordingly,
the Company's 50% share of PMO's net loss was $2,987.

Prometheon Labs LLC

In September 2005, the Company contributed $40,000 in cash for a 50% ownership
interest in Prometheon Labs LLC, ("Prometheon") a New York limited liability
company which was formed for the purpose of developing and marketing an oral
nutritional supplement containing the Company's ingredient AC-11. The Company's
joint venture partner Prometheon Holding LLC, contributed $40,000 in cash for
its 50% ownership interest in Prometheon Labs. The joint venture partners share
equally in the net income or net loss generated by Prometheon.

In 2005, the Company manufactured and sold a nutritional supplement known as
Avatar 8 to Prometheon. Total sales to Prometheon in 2005 were approximately
$27,000. The Company records as deferred income, the profit from any sales it
makes to Prometheon until such time that the products are resold by Prometheon
to an independent third party. At March 31, 2006, deferred income related to
sales to Prometheon was $6,314. The Company accounts for its investment in
Prometheon under the equity method. For the three months ended March 31, 2006,
Prometheon had a net loss of $22,614 and accordingly, the Company's 50% share of
Prometheon's net loss was $11,307.


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 "Notes") and (ii) warrants
to purchase up to 625,000 shares of its common stock. The 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
Notes. The 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.

                                       8
<PAGE>

OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited

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 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 Notes. The conversion price of the
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 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 entire outstanding balance of the
Convertible Notes under certain circumstances at a premium 50%. The Company also
has the right to prepay a portion of the Notes ("Partial Call Option") each
month in an amount equal to 104% of the then outstanding principal balance
divided by 36, plus one month's interest. This partial call option has the
effect of preventing the Note Holders from converting their Notes into shares of
the Company's common stock in the succeeding month.

On August 31, 2005, the Company sold $1,300,000 of 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 the Notes. The prepaid interest represents four months of interest on
the 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
Notes to the Note Holders and issued warrants to purchase 210,938 shares of its
common stock (the "Second Installment"). The Company received net cash proceeds
of $1,304,000 after the payment of transaction costs of $10,000 and prepaid
interest of $36,000. The transaction costs have been capitalized and will be
expensed over the term of the three year term of the Notes. The prepaid interest
represents four months of interest on the 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 February 14, 2006, the Company's registration statement was declared
effective by the Securities and Exchange Commission and on February 17, 2006,
the Company sold an additional $1,350,000 of Notes to the Note Holders and
issued warrants to purchase 210,938 shares of its common stock (the "Third
Installment"). The Company received net cash proceeds of $1,304,000 after the
payment of transaction costs of $10,000 and prepaid interest of $36,000. The
transaction costs have been capitalized and will be expensed over the term of
the three year term of the Notes. The prepaid interest represents four months of
interest on the 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.

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 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 Notes and warrants was not declared effective by December
29, 2005. Accordingly, the 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.

                                        9
<PAGE>

OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited

The Company calculated the fair value of the embedded conversion feature related
to the First Installment of $1,300,000 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 40% 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 3 years. The fair value of $1,186,667 was
recorded as a debt discount, which reduced the carrying amount of the 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 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 Notes using the interest method.

The Company calculated the fair value of the embedded conversion feature related
to the Second Installment of $1,350,000 on October 19, 2005 using the
Black-Scholes valuation model with the following assumptions: market price of
$0.65; exercise price of $0.39, which represents a 40% discount to the market
price on October 19, 2005; risk free interest rate of 4.0%; expected volatility
of 100% and an expected life of 3 years. The fair value of $1,626,923 was
recorded as a debt discount, which reduced the carrying amount of the Notes. To
determine the liability related to the warrants, the Company calculated the fair
value of the warrants on October 19, 2005 using the Black-Scholes valuation
model with the following assumptions: market price of $0.65; exercise price of
$4.50; risk free interest rate of 4.0%; expected volatility of 100% and an
expected life of 5 years. The fair value of $63,282 was also recorded as a debt
discount. The total debt discount attributable to the warrants and embedded
conversion feature of $1,690,205 exceeded the principal amount of the Notes by
$340,205 and accordingly this excess amount was charged directly to interest
expense on October 19, 2005. The remaining $1,350,000 of debt discount will be
amortized over the three year term of the Notes using the interest method.

The Company calculated the fair value of the embedded conversion feature related
to the Third Installment of $1,350,000 on February 17, 2006 using the
Black-Scholes valuation model with the following assumptions: market price of
$0.30; exercise price of $0.18, which represents a 40% discount to the market
price on February 17, 2006; risk free interest rate of 4.0%; expected volatility
of 100% and an expected life of 3 years. The fair value of $1,650,000 was
recorded as a debt discount, which reduced the carrying amount of the Notes. To
determine the liability related to the warrants, the Company calculated the fair
value of the warrants on February 17, 2006 using the Black-Scholes valuation
model with the following assumptions: market price of $0.30; exercise price of
$4.50; risk free interest rate of 4.0%; expected volatility of 100% and an
expected life of 5 years. The fair value of $21,094 was also recorded as a debt
discount. The total debt discount attributable to the warrants and embedded
conversion feature of $1,671,094 exceeded the principal amount of the Notes by
$321,094 and accordingly this excess amount was charged directly to interest
expense on February 17, 2006. The remaining $1,350,000 of debt discount will be
amortized over the three year term of the Notes using the interest method.

On February 14, 2006, the Note Holders converted a total of $30,000 of
Convertible Notes into 150,000 shares of the Company's common stock at a price
of $0.20 per share.

On February 28, 2006, the Note Holders converted a total of $21,600 of
Convertible Notes into 150,000 shares of the Company's common stock at a price
of $0.144 per share.

On February 28, 2006, the Company elected to make a payment of $142,222 to the
Note Holders pursuant to the partial call option feature contained in the Notes.
Of the total payment, $115,555 was a reduction of the outstanding principal
balance of the Notes and the remaining $26,667 represented one month of interest
due under the Notes.

As a result of the conversions and principal payments made under the Notes
during the three months ended March 31, 2006, the outstanding principal balance
of the Notes at March 31, 2006 was $3,832,845.

                                       10
<PAGE>

OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited

The Company is required to measure the fair value of the warrants and the
embedded conversion feature on the date of each reporting period. 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 March 31, 2006 using the
Black-Scholes valuation model with the following assumptions: market price of
common stock on the measurement date of $0.16, exercise price of warrants $4.50,
risk-free interest rate of 4.0%, expected volatility of 100%, and an expected
life of 4.5 years. This resulted in a fair market value for the warrants of
$20,857 at March 31, 2006. The decrease in the fair market value of the warrants
resulted in non-cash other income of $41,644.

The Company measured the fair value of the embedded conversion feature at March
31, 2006 using the Black-Scholes valuation model with the following assumptions:
market price of common stock on the measurement date of $0.16, exercise price of
$0.10 which represents a 40% discount to the market price on March 31, 2006;
risk-free interest rate of 4.0%, expected volatility of 100% and an expected
life of 2.5 years. This resulted in a fair market value for the embedded
conversion feature of $4,400,000. The decrease in the fair market value of the
embedded conversion feature of resulted in non-cash income of $297,500.
Accordingly, the Company recorded non-cash other income of $339,144 in the
quarter ended March 31, 2006 related to the net change in the fair market value
of the common stock warrants and embedded derivative liability.


A summary of the Callable Secured Convertible Notes at March 31, 2006 is as
follows:

Callable Secured Convertible Notes; 8% per annum;
  due August 31, 2008                                        $  1,132,845

Callable Secured Convertible Notes; 8% per annum;
  due October 19, 2008                                       $  1,350,000

Callable Secured Convertible Notes; 8% per annum;
  due February 17, 2009                                      $  1,350,000

Debt Discount, net of accumulated amortization of $512,833     (3,487,167)

Embedded Derivative Liability                                   4,400,000
                                                             ------------
Total                                                        $  4,745,678
                                                             ============

                                       11
<PAGE>

OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited

 Note 7.          Stock Based Compensation

In July 2004, the Board of Directors and then sole stockholder of the Company
adopted the 2004 Stock Incentive Plan, pursuant to which 5,000,000 shares of
common stock have been reserved for issuance. The plan provides for grants of
incentive stock options, non-qualified stock options and shares of common stock
to employees, non-employee directors and others. In the case of an incentive
stock option, the exercise price cannot be less than the fair market value of
the Company's common stock on the date of grant. Vesting schedules for options
and stock awards and certain other conditions are to be determined by the Board
of Directors or a committee appointed by the Board of Directors.

The fair value of each option award is estimated on the date of each option
grant using the Black-Scholes option valuation model using the assumptions noted
in the following table. Because the Company's common stock has only traded
publicly since April 2005, the expected volatility for the three months ended
March 31, 2006 was estimated based on historical volatility and other factors.
In addition, as the Company was not publicly traded on March 31, 2005, 0%
volatility was used in accordance with SFAS 123 for options issued to employees
prior to becoming a public company. The Company has limited history by which to
estimate the expected holding period of the options, and therefore, has
estimated that the expected holding period for all stock options granted is
equal to the contractual life of the option.

                              Three months ended
                                   March 31,
                           ------------------------
                              2006          2005
                           ----------    ----------
Expected life (in years)          5.0           5.0
Risk-free interest rate          4.66%          4.0%
Volatility                      100.0%            0%
Dividend yield                   None          None

The following table summarizes the stock option activity for the three months
ended March 31, 2006:

<TABLE>
<CAPTION>

                                                              Weighted
                                             Number of         Average          Aggregate
                                              Options        Option Price     Intrinsic Value
                                          ---------------   ---------------   ---------------
<S>                                       <C>               <C>               <C>
Outstanding at December 31, 2005                3,301,605   $          2.73
   Granted                                      1,500,000   $          0.54
   Exercised                                           --                --
   Forfeited/Cancelled                                 --                --
                                          ---------------   ---------------   ---------------
Outstanding at March 31, 2006                   4,801,605   $          2.05   $        27,864
Exercisable at March 31, 2006                   4,026,605   $          2.21   $        27,864
Vested  and  expected  to vest
 at March  31, 2006                             4,501,605   $          2.10   $        27,864
</TABLE>

A summary of the status of the Company's non-vested stock options as of March
31, 2006, and of changes during the three months ended March 31, 2006, is
presented below:

                                   Weighted
                                   Number of        Average
                                    Options       Option Price
                                  ------------    ------------
Non-vested at December 31, 2005        225,000    $       2.71

   Granted                             700,000    $       1.00

   Vested                             (150,000)   $       3.00

   Forfeited/Cancelled                      --              --
                                  ------------    ------------
Outstanding at March 31, 2006          775,000    $       1.11
                                  ============    ============

As of March 31, 2006, there was $58,956 of total unrecognized compensation cost
related to non-vested stock options which is expected to be recognized over a
remaining weighted average life of 1.75 years.

                                       12
<PAGE>

OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited


The weighted average grant-date fair value of options granted during the three
months ended March 31, 2006 and 2005 was $0.08 and $0.66, respectively.

The following table summarizes information about stock options outstanding and
exercisable at March 31, 2006:

<TABLE>
<CAPTION>

                                 Options Outstanding                      Options Exercisable
                     ---------------------------------------------    -----------------------------

                                      Weighted
                                      average
                                      remaining         Weighted                            Weighted
                      Number         contractual         average            Number           average
Exercise prices     outstanding      life (years)     exercise price      exercisable     exercise price
---------------   ---------------   ---------------   ---------------   ---------------   ---------------
<C>               <C>               <C>               <C>               <C>               <C>

$         0.001             9,210              2.66   $         0.001             9,210   $         0.001
$          0.01            16,000              3.50   $          0.01            16,000   $          0.01
$          0.13           800,000              4.92   $          0.13           800,000   $          0.13
$          1.00           977,000              1.75   $          1.00           277,000   $          1.00
$          2.00           259,395              1.83   $          2.00           259,395   $          2.00
$          3.00         2,740,000              3.42   $          3.00         2,665,000   $          3.00
---------------   ---------------   ---------------   ---------------   ---------------   ---------------
 $0.001 - $3.00         4,801,605              3.24   $          2.05         4,026,605   $          2.21
===============   ===============   ===============   ===============   ===============   ===============
</TABLE>

Note 8. Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern. In the event that the Company's operations do not
generate sufficient cash flow in the future, the Company will need to obtain
additional debt or equity capital. There can be no assurances that the Company
will be successful in raising additional debt or equity capital on terms
acceptable to the Company or at all. The accompanying financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

                                       13
<PAGE>


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

The following discussion and analysis should be read in conjunction with our
Condensed Financial Statements and Notes thereto 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

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. The key
ingredient in our nutritional supplement products is our patented compound
AC-11, which is derived from the medicinal herb known as Uncaria tomentosa. We
also sell AC-11 as a bulk ingredient to strategic partners in the nutraceutical,
cosmeceutical, personal care, skin care and hair care industries. 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 Nutritionals.

Our initial product line consisted of (i) Activar AC-11, a twice a day
nutritional supplement designed to deliver a 350 mg daily dose of our patented
compound AC-11; (ii) Activar Age Manager, a nine times a day nutritional
supplement; and (iii) Activar Age Manager Professional, a twelve times a day
nutritional supplement. Age Manager and Age Manager Professional were also
designed to deliver a daily dose of 350 mg of AC-11 in combination with
additional ingredients such as vitamins, minerals and various herbal extracts.

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 containing
350 mg of AC-11 with a suggested retail price of $29.95 for a one month supply.
As a result of these reductions in price, net sales of our nutritional
supplement products decreased approximately 56% in 2005 compared to 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 began advertising the product in various
magazines such as Glamour, Self and Allure in the first quarter of 2006.

Throughout 2005, we reduced the selling prices of Age Manager and Age Manager
Professional over 80% in order to accelerate the sales of product that was
nearing expiration. In connection with a review of our nutritional supplement
products, we determined that the costs related to repackaging our existing
inventory of Age Manager and Age Professional in order to extend the product
expiration date would not provide sufficient benefit to the Company and as such,
we have discontinued selling these two products. As a result, we incurred an
inventory write-off of approximately $260,000 in December 31, 2005. We also
incurred a write-off of approximately $1,272,000 of intangible assets which
consisted of the net book value of a licensed patent and patent pending that
related to the formulations of Age Manager and Age Manager Professional.

                                       14
<PAGE>

We sell Activar AC-11 direct to the consumer primarily through our Internet
website www.AC-11.com. We do not sell Activar AC-11 through traditional retail
or wholesale outlets. We also sell bulk AC-11 as an ingredient to other
companies in the nutritional supplement and cosmeceutical industries which in
turn utilize it in the formulation of their own proprietary products. We
continue to be highly dependent on a small base of customers that purchase bulk
AC-11 and as such, these customers make purchases from us only when required to
do so in connection with their manufacturing schedule. We continue to market
bulk 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. This new product line is known as the "Activar Skin Renewal System."
These products contain AC-11 as an ingredient and are designed to repair damage
to the skin caused by exposure to ultraviolet rays, enhance skin elasticity, and
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.
In March 2006, we began marketing these products directly to the consumer
through a celebrity endorsed television infomercial which we began airing in
certain test markets. We also sell these skin care products through our Internet
website. Future sales generated from the launch of our line of skin care
products 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.

To date, we have spent approximately $400,000 to produce the infomercial and we
anticipate spending approximately $500,000 to produce the initial inventory of
our skin care products. We will require significant capital to fully launch and
maintain this new line of business in 2006, primarily for the purchase of
television media time for the airing of the infomercial. We may also require
significant capital to produce additional inventory in order to meet the future
demand for our skin care products.

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 March 31, 2006, our allowance for doubtful accounts was
approximately $37,000.

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.

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.

                                       15
<PAGE>

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. For our skin care products we offer an unconditional 100% money back
guarantee. 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 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.

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 March 31, 2006, we have recorded deferred income
of $20,539.

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. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142").
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 is less than 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. We recorded an impairment charge of approximately
$1,272,000 in 2005 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, October 17, 2005 and February 17, 2006 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.

Employee Stock Options and Stock Based Compensation

Prior to January 1, 2006, the Company accounted for stock option awards in
accordance with the recognition and measurement provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
("APB 25") and related Interpretations, as permitted by Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation", ("SFAS
123"). Share-based employee compensation expense was not recognized in the
Company's consolidated statements of operations prior to January 1, 2006, as all
stock option awards granted had an exercise price equal to or greater than the
market value of the common stock on the date of the grant. As permitted by SFAS
123, the Company reported pro-forma disclosures presenting results and earnings
per share as if the Company had used the fair value recognition provisions of
SFAS 123 in the Notes to Consolidated Financial Statements. Share-based
compensation related to non-employees and modifications of options granted were
accounted for based on the fair value of the related stock or options in
accordance with SFAS 123 and its interpretations.

                                       16
<PAGE>

Effective January 1, 2006, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment",
("SFAS 123(R)"), which requires the measurement and recognition of compensation
expense for all share-based payment awards to employees and directors based on
estimated fair values. The Company adopted SFAS 123(R) using the modified
prospective transition method. Under this transition method, share-based
compensation expense recognized during the three months ended March 31, 2006
included: (a) compensation expense for all share-based awards granted prior to,
but not yet vested, as of January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of SFAS 123, and (b)
compensation expense for all share-based awards granted on or after January 1,
2006, based on the grant date fair value estimated in accordance with the
provisions of SFAS 123(R). In accordance with the modified prospective
transition method, our consolidated financial statements for prior periods have
not been restated to reflect the impact of SFAS 123(R).

Recent Accounting Pronouncements

In February 2006, the FASB issued Statement No. 155, Accounting for Certain
Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140.
Among other matters, that statement provides that where a company is required to
bifurcate a derivative from its host contract, the company may irrevocably elect
to initially and subsequently measure that hybrid financial instrument in its
entirety at fair value, with changes in fair value recognized in operations. The
statement is effective for financial instruments issued after the beginning of
an entity's first fiscal year that begins after September 15, 2006. Earlier
adoption is permitted as of the beginning of an entity's fiscal year, provided
the entity has not yet issued financial statements, including financial
statements for any interim period for that fiscal year.

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

Comparison of Three Months Ended March 31, 2006 and 2005

Revenues

Our revenues are derived from the sale of our nutritional supplement product
Activar AC-11, which we sell directly to consumers through our Internet website
www.AC-11.com. We also sell AC-11 as a bulk ingredient to other companies in the
nutritional supplement and cosmeceutical industries who utilize it in their
proprietary products.

Net sales for the quarter ended March 31, 2006 were $38,606 compared to net
sales of $117,296 for the quarter ended March 31, 2005, a decrease of $78,690 or
67.1%. Our net sales are summarized in the following table:

<TABLE>
<CAPTION>

                                        Three Months Ended
                                             March 31,
                                       -----------------------        $             %
                                         2006          2005       Inc/(Dec)     Inc/(Dec)
                                       ----------   ----------   ----------    ----------
<S>                                    <C>          <C>          <C>           <C>
Nutritional Supplements:
   Activar AC-11                       $   12,631   $   13,574   $     (943)         (6.9%)
   Age Manager *                               --       18,280      (18,280)       (100.0%)
   Age Manager Pro *                           --       11,428      (11,428)       (100.0%)
                                       ----------   ----------   ----------    ----------
Total Nutritional Supplements              12,631       43,282      (30,651)        (70.8%)
   Bulk AC-11                              20,525       69,616      (49,091)        (70.5%)
   Other                                    5,450        4,398        1,052          23.9%
                                       ----------   ----------   ----------    ----------
Total Revenue                          $   38,606   $  117,296   $  (78,690)        (67.1%)
                                       ==========   ==========   ==========    ==========
</TABLE>

* Products were discontinued in December 2005

Net supplement sales decreased $30,651 or 70.8% in 2006 compared to 2005 due to
the discontinuance of Age Manager and Age Manager Pro.

Sales of bulk AC-11 decreased $49,091 or 70.5% in 2006 compared to 2005. This
decrease was due to the effect of a large sale made to one customer in 2005.

                                       17
<PAGE>

Cost of Sales

Cost of sales includes direct and indirect costs associated with manufacturing
AC-11 and our line of nutritional supplement products that contain AC-11. Cost
of sales was $28,025 and $53,431 for the three months ended March 31, 2006 and
2005, respectively. Gross profit in 2006 was $10,581 or 27.4% compared to gross
profit of 63,865 or 54.4% in 2005. This decrease in gross profit was due
primarily to the effect of the discontinuation of Age Manager and Age Manager
Pro which carry higher gross profit margins than Activar AC-11.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses include salaries, employee
benefits, marketing and advertising costs, 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 Months Ended
                                               March 31,             $             %
                                          2006         2005       Inc/(Dec)     Inc/(Dec)
                                       ----------   ----------   ----------    ----------
<S>                                    <C>          <C>          <C>           <C>
Employee compensation and benefits     $  214,890   $  352,682   $ (137,792)        (39.1%)
Marketing, advertising and promotion      327,953      142,807      185,146         129.6%
Research and development                   51,005      107,210      (56,205)       (-52.4%)
Consulting and other professional
  services                                107,940      148,852      (40,912)        (27.5%)
Legal and accounting                      168,034      123,140       44,894          36.5%
General and administrative                 66,017      108,723      (42,706)        (39.3%)
Occupancy                                  51,578       68,625      (17,047)        (24.8%)
Stock based compensation                  188,550       20,460      168,090         821.5%
Depreciation and amortization              73,983       68,717        5,266           7.7%
                                       ----------   ----------   ----------    ----------
       Total SG&A                      $1,249,950   $1,141,216   $  108,734           9.5%
                                       ==========   ==========   ==========    ==========
</TABLE>

SG&A expenses increased $108,734 or 9.5% from $1,141,216 in 2005 to $1,249,950
in 2006. Specific areas where costs increased in 2006 were (i) marketing,
advertising and promotion, (ii) stock based compensation and; (iii) legal and
accounting.

Marketing, advertising and promotion expenses increased $185,146 in 2006 versus
2005. This increase was due to costs related to the production of our
infomercial and costs related to services provided by marketing consultants.

Legal and accounting expenses increased $44,894 in 2006 versus 2005. This
increase was due primarily to costs incurred in connection with the filing of a
registration statement in 2006 and costs associated with services provided by
outside consultants.

Stock based compensation expense increased $168,090 in 2006 compared to 2005.
This increase was due to the effect of expensing employee stock options that
were granted in March 2006.

Employee compensation expenses decreased $137,792 in 2006 compared to 2005. This
decrease was due to a reduction in the number of employees in 2006 versus 2005.

Interest Expense

Interest expense in 2006 was $660,072. We did not incur interest expense in
2005. Of the total, approximately $594,000 was non-cash interest expense
resulting from the accounting treatment of our convertible notes.

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<PAGE>

Net Change in Value of Common Stock Warrants and Embedded Derivative Liability

We are required to measure the fair value of the warrants and the embedded
conversion feature related to our convertible notes on the date of each
reporting period. The effect of this re-measurement is to adjust the carrying
value of the liabilities related to the warrants and the embedded conversion
feature. Accordingly, the Company recorded non-cash other income of $339,144 in
the quarter ended March 31, 2006 related to the decrease in the fair market
value of the warrants and embedded derivative liability.

Net Loss

Net loss for the three months ended March 31, 2006 was $1,574,591 or $0.15 per
share, compared to $1,092,418 or $0.11 for the three months ended March 31,
2005. Excluding the non-cash income of $339,144 related to the change in the
fair value of the warrants and embedded derivative liability related to our
convertible notes, our net loss would have been $1,913,735 or $821,317 greater
than our net loss for the three months ended March 31, 2005. The majority of the
increase in net loss excluding the non-cash other income was due to the increase
in interest expense of $660,072.

LIQUIDITY AND CAPITAL RESOURCES

Based upon our recurring losses from operations as of March 31, 2006, 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.

At March 31, 2006, we had cash of approximately $930,000 and net working capital
of approximately $2,827,000. Excluding approximately $2,200,000 of inventory, we
have net working capital of approximately $627,000. As of that same date, we had
approximately $504,000 in current liabilities.

Recent Sales of Callable Secured Convertible Notes

On August 31, 2005, we entered into a Securities Purchase Agreement with four
accredited investors ("Note Holders") for the sale of up to $4,000,000 in
Callable Secured Convertible Notes (the "Convertible Notes") and warrants to
purchase up to 625,000 shares of our common stock. The Convertible Notes bear
interest at 8% and have a maturity date of three years from the respective dates
of issuance. We are not required to make any principal payments during the term
of the Convertible Notes. The Note Holders were obligated to purchase the
Convertible Notes and Warrants from us in three installments.

The Convertible Notes are convertible into shares of our 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 warrants are exercisable for a period of five years
from the date of issuance and have an exercise price of $4.50 per share. 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, we granted
the Note Holders a security interest in substantially all of our assets. We have
the right to prepay the Convertible Notes under certain circumstances at a
premium of 150% of the outstanding principal balance.

The full principal amount of the Convertible Notes would be due upon the
occurrence of an 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, 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. In addition, a default interest rate of 15% will begin to
accrue from the date of the occurrence of any event of default until such time
that the event of default is cured.

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<PAGE>

We anticipate that the full amount of the Convertible Notes will be converted
into shares of our common stock however, if we were required to repay
Convertible Notes, we would be required to use our limited working capital and
raise additional funds. If we were unable to repay the Convertible Notes, 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.

A summary of the issuances of Convertible Notes is as follows:

o     On August 31, 2005, we sold $1,300,000 of Convertible Notes and issued
warrants to purchase 203,124 shares of our common stock. We received net
cash proceeds of $1,165,334 after the payment of transaction costs of
$100,000 and prepaid interest of $34,666.

o     On October 19, 2005, we sold an additional $1,350,000 of Convertible Notes
to the Note Holders and issued warrants to purchase 210,938 shares of our
common stock. We received net cash proceeds of $1,304,000 after the
payment of transaction costs of $10,000 and prepaid interest of $36,000.

o     On February 17, 2006, we sold an additional $1,350,000 of Convertible
Notes to the Note Holders and issued warrants to purchase 210,938 shares
of our common stock. We received net cash proceeds of $1,304,000 after the
payment of transaction costs of $10,000 and prepaid interest of $36,000.

o     In total, we received net proceeds of $3,773,334 from the sale of
Convertible Notes.

Outlook for Fiscal 2006

The major component of our operating plan for 2006 is the introduction of a new
line of proprietary skin care products known as the "Activar Skin Renewal
System." This product line consists of two skin creams (day and night) and a
topical eye cream. These products contain AC-11 as an ingredient and are
designed to repair damage to the skin caused by exposure to ultraviolet rays,
enhance skin elasticity, and 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. Future sales generated from the launch of these
skin care products will depend on numerous factors including the degree to which
consumers' perceive that these products offer superior benefits compared to
other more established brands. If consumers does not believe that our products
offer benefits commensurate with the purchase price, our sales may suffer.

In March 2006, we began test marketing these products directly to the consumer
through a celebrity endorsed, 30 minute television infomercial. To date, we have
spent approximately $400,000 to produce the infomercial and we anticipate
spending approximately $500,000 to produce the initial inventory of skin care
products. We began airing the infomercial in March in certain test markets in
order to determine consumer demand for our products as well as the efficiency of
different media outlets and air times. Based on the initial test results, we
determined that the infomercial needed to be modified and subsequently
re-tested. We spent approximately $50,000 to reproduce certain portions of the
infomercial and we began re-testing the modified program in April. If the test
results are positive, we intend to increase our spending on media time in order
to generate sales. We will also require additional capital to create inventory
to meet the expected demand. If the test results are inconclusive, we may need
to further change the content of the infomercial which will require us to spend
additional funds on production. This will also delay the time frame for
achieving sales as we would need to re-test the infomercial. If the results are
negative, we may ultimately decide to discontinue the infomercial. We would then
need to seek other methods of distribution for our skin care products which
would also delay the achievement of sales.

We anticipate that we will require approximately $2,000,000 to fund our existing
operating activities in 2006. This includes costs such as employee compensation,
occupancy, legal and accounting, research and marketing. This does not include
costs related to purchasing media time to air our infomercial. We continue to
sell our nutritional supplement product Activar AC-11 via our Internet website
and we are also seeking new methods of distribution. We also continue to market
bulk AC-11 to companies that may utilize it as an ingredient in their
proprietary products. We do not anticipate that current cash on hand plus cash
generated from sales of Activar AC-11 and bulk AC-11 will be sufficient to fund
our existing operating activities in 2006 and as such, we will need to seek
additional sources of financing. In addition, if we precede with a full launch
of our skin care products, we will require significant capital to purchase media
time and create inventory, prior to receiving proceeds from the sales of these
products.

                                       20
<PAGE>

We have no current arrangements with respect to any additional financing.
Consequently, there can be no assurance that any additional financing will be
available when needed, on commercially reasonable terms or at all. The inability
to obtain additional capital may reduce our ability to continue to conduct
business operations. Any additional equity financing may involve substantial
dilution to our then existing shareholders.

We currently have an aggregate of $3,832,845 of Secured Convertible Notes
outstanding, which may hinder our ability to raise additional debt or equity
capital. In addition, we have granted a security interest on substantially all
of our assets to the holders of our Convertible Notes. If we were to seek asset
based financing, we would need the approval of the existing Note Holders which
we may not receive. Accordingly, there can be no assurance that we will be
successful in raising sufficient capital to fund our existing operations or the
launch of our skin care products 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.

We maintain high levels of inventory relative to our historical product sales. 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 which will
make it more difficult for us to achieve profitable operations. The shelf life
of our bulk AC-11 is approximately three years from the date of processing. The
majority of our bulk AC-11 inventory expires in 2007. While we believe that we
currently have sufficient inventory of bulk AC-11 on hand to meet expected
demand, if we do not sell the product prior to its stated expiration date, we
will incur a write-off. We are unable to predict the likelihood at this time of
a write-down related to our bulk inventory. Additionally, if new products are
discontinued, we will be forced to write down our inventory as well as the
intellectual property related to those products.



Item 3. Controls and Procedures

a)    Evaluation of Disclosure Controls and Procedures: As of March 31, 2006,
      our management carried out an evaluation, under the supervision of our
      Chief Executive Officer and Chief Financial Officer of the effectiveness
      of the design and operation of our system of disclosure controls and
      procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and
      15d-15(e) under the Exchange Act). Based on that evaluation, our chief
      executive officer and chief financial officer concluded that our
      disclosure controls and procedures are effective to provide reasonable
      assurance that information we are required to disclose in reports that we
      file or submit under the Exchange Act is recorded, processed, summarized
      and reported within the time periods specified in Securities and Exchange
      Commission rules and forms, and that such information is accumulated and
      communicated to our management, including our chief executive officer and
      chief financial officer, as appropriate, to allow timely decisions
      regarding required disclosure.

b)    Changes in internal controls: There were no changes in internal controls
      over financial reporting that occurred during the period covered by this
      report that have materially affected, or are reasonably likely to
      materially effect, our internal control over financial reporting.

                                       21

<PAGE>

                            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

In connection with our sale of $1,350,000 of callable secured convertible notes
on February 17, 2006, we issued warrants to purchase 210,938 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.

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)

                                       22

<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 22, 2006

OPTIGENEX INC.
 Registrant

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

By:      /s/ Daniel Zwiren
         ------------------------------------
         Daniel Zwiren
         Chief Financial Officer
         (Principal Financial Officer and Principal Accounting Officer)

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