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: 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|

<PAGE>
                                 OPTIGENEX INC.

                                Table of Contents


PART I      FINANCIAL INFORMATION

Item 1.     Condensed Financial Statements (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                                                          9

Item 3.     Controls and Procedures                                           15

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                 16

Item 2.     Unregistered Sales of Equity Securities and Use of
            Proceeds                                                          16

Item 3.     Defaults Upon Senior Securities                                   16

Item 4.     Submission of Matters to a Vote of Security Holders               16

Item 5.     Other Information                                                 16

Item 6.     Exhibits                                                          16

SIGNATURES                                                                    17


<PAGE>
1
                          PART 1. FINANCIAL INFORMATION


Item 1.           Condensed Financial Statements - Unaudited


                                 OPTIGENEX INC.

                             Condensed Balance Sheet


                                                                   September 30,
                                                                        2005
                                                                   -------------
                                                                    (Unaudited)
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
Common stock warrants                                                    65,000
                                                                   ------------

    Total liabilities                                                 1,000,384

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                                         18,829,811
  Accumulated deficit                                               (12,170,986)
                                                                   ------------
    Total stockholders' equity                                        6,669,201
                                                                   ------------


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


See notes to condensed financial statements


                                                                               1
<PAGE>

                                 OPTIGENEX INC.

                Condensed Statements of Operations - Unaudited



<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                                               44,778                  --              44,778                  --
  Change in fair value of common
    stock warrants                                             (190,936)                 --            (190,936)                 --
                                                           ------------        ------------        ------------        ------------

Net loss                                                     (1,079,750)       $ (1,646,195)         (3,599,502)       $ (2,532,690)
                                                           ============        ============        ============        ============

Net loss per common share - basic
  and diluted                                              $      (0.10)       $      (0.18)       $      (0.36)       $      (0.31)
                                                           ============        ============        ============        ============

Weighted average number of common
  shares outstanding - basic and diluted                     10,305,985           9,158,186          10,020,716           8,110,132
                                                           ============        ============        ============        ============
</TABLE>

See notes to condensed financial statements


                                                                               2
<PAGE>

                                 OPTIGENEX INC.

       Condensed Statement of Changes in Stockholders' Equity - Unaudited



<TABLE>
<CAPTION>
                                                            Common Stock             Additional
                                                    ---------------------------        Paid-in        Accumulated
                                                      Shares           Amount          Capital           Deficit            Total
                                                    ----------      -----------       ----------       -----------      -----------

<S>                                                  <C>            <C>               <C>              <C>              <C>
Balance - December 31, 2004                          9,456,140      $     9,457      $15,351,139       $(8,571,484)     $ 6,789,112

Issuance of common stock for cash                      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

Beneficial conversion feature
related
  to callable secured convertible
notes                                                                                  1,300,000                          1,300,000

Allocation of note proceeds to
warrants                                                                                (255,936)                          (255,936)


Net loss                                                    --               --               --        (3,599,502)      (3,599,502)
                                                    ----------      -----------      -----------      ------------       -----------
Balance - September 30, 2005                        10,375,699      $    10,376      $18,829,811      $(12,170,986)      $ 6,669,201
                                                    ==========      ===========      ===========      ============       ===========
</TABLE>

See notes to condensed financial statements


                                                                               3
<PAGE>

                                 OPTIGENEX INC.

                 Condensed Statements of Cash Flows - Unaudited

                                                        Nine Months Ended
                                                           September 30,
                                                   ----------------------------
                                                       2005             2004
                                                   -----------      -----------
Cash flows from operating activities:
  Net loss                                         $(3,599,502)     $(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               --
      Equity in loss from joint venture                  9,334               --
      Income from change in value of warrants         (190,936)              --
  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:

  Allocation of convertible note
proceeds to
    beneficial conversion feature
    feature                                        $ 1,300,000               --
  Allocation of convertible note
proceeds to warrants                               $  (255,936)              --


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.

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

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

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

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

<TABLE>
<CAPTION>
                                                                 Three Months Ended                       Nine Months Ended
                                                                     September 30,                          September 30,
                                                           --------------------------------        --------------------------------
                                                                2005               2004                 2005               2004
                                                           ------------        ------------        ------------        ------------

<S>                                                        <C>                 <C>                 <C>                 <C>
Reported net loss                                          $ (1,079,750)       $ (1,646,195)       $ (3,599,502)       $ (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                                          $ (1,179,543)       $ (2,080,724)       $ (3,829,881)       $ (2,967,219)
                                                           ============        ============        ============        ============
Reported  net  loss  per  share
basic and diluted                                          $      (0.10)       $      (0.18)       $      (0.36)       $      (0.31)
                                                           ============        ============        ============        ============
Proforma  net  loss  per  share
basic and diluted                                          $      (0.11)       $      (0.23)       $      (0.38)       $      (0.37)
                                                           ============        ============        ============        ============
</TABLE>

                                                                               5
<PAGE>

OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited

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

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.


                                                                               6
<PAGE>

OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited

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.

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.


                                                                               7
<PAGE>
OPTIGENEX INC.

Notes to Condensed Financial Statements - Unaudited

In accordance with Emerging Issues Task Force Issue 00-27, Application of Issue
No. 98-5 to Certain Convertible Instruments, the Company allocated the proceeds
from the sale of $1,300,000 of Convertible Notes on August 31, 2005, between the
relative fair values of the warrants and the debt. The fair value of the
warrants was calculated using the Black-Scholes valuation model with the
following assumptions: market price of common stock on the date of grant of
$3.25, exercise price of warrants $4.50, risk-free interest rate of 4.0%,
expected volatility of 50% and expected life of five years. The resulting fair
value of the warrants of $255,936 was recorded as a debt discount. The Company
calculated a beneficial conversion feature related to the remaining proceeds of
$1,044,064 allocated to the debt portion of the Convertible Notes. This
calculation resulted in a beneficial conversion feature which was greater than
the amount of the allocated proceeds of $1,044,064. Accordingly, the Company
recorded an additional debt discount of $1,044,064. The total debt discount of
$1,300,000 will be amortized to interest expense over the three year term of the
Convertible Notes.

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
                                                                    ===========

Pursuant to the terms of a registration rights agreement entered into with the
Note Holders, the Company is obligated to register for resale, within a defined
time period, the shares underlying the warrants that were issued to the Note
Holders under the Securities Act of 1933, as amended. The terms of the
registration rights agreement provide that in the event that the registration
statement does not become effective prior to December 30, 2005, the Company is
required to pay to the Note Holders as liquidated damages, an amount equal to 2%
per month of the outstanding principal amount of the Convertible Notes. This
amount may be paid in cash or, at the Company's option, in shares of common
stock priced at the conversion price then in effect on the date of the payment.

In accordance with EITF 00-19, "Accounting for Derivative Financial Instruments
Indexed To, and Potentially Settled In, a Company's Own Common Stock," the fair
value of the warrants amounting to $255,936 was recorded as a liability on the
closing date of August 31, 2005. The fair value of the warrants was calculated
using the Black-Scholes valuation model with the following assumptions: market
price of common stock on the date of grant of $3.25, exercise price of warrants
$4.50, risk-free interest rate of 4.0%, expected volatility of 50% and expected
life of five years. The Company is required to re-measure the fair value of the
warrants at each reporting period until the registration statement is declared
effective. 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 at September 30, 2005. 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.

Upon the Company meeting its obligation to register the securities, the fair
value of the warrants on that date will be reclassified to equity.


                                                                               8
<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 develop and market proprietary products that are designed to counter the
negative effects of aging by supporting the body's natural ability to repair and
maintain its DNA. Our patented compound AC-11 is a bioactive form of the
medicinal herb known as Uncaria tomentosa which is indigenous to the Amazon
rainforest and other tropical areas of South and Central America. AC-11 is
manufactured for us by the Centroflora Group of Sao Paulo, Brazil, using a
patented process that we own which delivers a standardized, water soluble
extract. Production is achieved in a state-of-the-art facility utilizing
specialized manufacturing equipment that we own.

In in-vitro studies and clinical trials, AC-11 has been shown to increase the
body's natural ability to repair DNA damage at the cellular level. DNA is the
body's "blueprint" of life and it carries the molecular code that serves as a
genetic map for cellular reproduction and health. DNA continually replicates
itself and as the body ages, DNA begins to lose this capacity and the formation
of flawed copies increases. The National Institutes of Health (NIH) has
chronicled the relationship between DNA damage and the onset of a number of
diseases. Among the known causes of DNA damage are pollution and hydrocarbons,
ultraviolet rays (including exposure to sunlight), environmental toxins,
oxidative stress and lifestyle choices such as smoking, drinking alcohol, and
strenuous exercise. In addition, AC-11 has also demonstrated positive results
as an anti-inflammatory agent, an immune system enhancer, and an anti-tumor
agent.

Retail Sales

Our product line consists of Activar AC-11, an oral nutritional
supplement that we sell direct to the consumer through our Internet website. We
also sell Activar AC-11 through iVillage, a leading health information
Internet website. Our product is promoted via iVillages' health and beauty,
fitness, skin care and anti-aging channels. We have a revenue sharing
arrangement with iVillage for product sold through their website.

We also sell AC-11 as a bulk ingredient to companies in the nutraceutical and
cosmeceutical industries who in turn utilize it in their proprietary products.
We intend to create revenues from licensing and selling AC-11 as a bulk
ingredient to other nutraceutical and cosmeceutical companies as well as
companies in the personal care, skin care, hair care, and fitness beverage
industries. We intend to pursue licensing and royalty agreements with companies
in both domestic and international markets.

We are currently developing a line of proprietary, topical skin care, eye care
and sun care products that include AC-11 as an ingredient. We intend to
market these products through our Internet website and TV infomercials. We
intend to purchase commercial time on demographically targeted programming on
both national broadcast and cable TV outlets.


                                                                               9
<PAGE>

Joint Ventures

In November 2004, we entered into a joint venture with the 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.
In August 2005, this joint venture known as PMO Products Inc., commenced sales
of six products, a daily shampoo, daily conditioner, leave-in conditioner, hair
volumizer, scalp treatment and conditioning masque. These products are being
sold exclusively at the Pierre Michel Salon in New York City. We own 50% of PMO
Products, Inc.

In July 2005, Prometheon Labs, LLC was formed for the purpose of developing and
marketing an oral nutritional supplement containing AC-11 in combination with
eight other herbal ingredients. The product, Avatar 8 is formulated to help
reduce inflammation, restore joint function and initiate tissue repair. In
September 2005, Prometheon began selling Avatar 8 through retail outlets and
through its Internet website. We own 50% of Prometheon Labs.

Critical Accounting Policies

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

Use of Estimates

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

Revenue Recognition

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

Inventory

Our inventories are stated at the lower of cost, determined by the average cost
method, or market. Our inventories consist 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) finished 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.

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.


                                                                              10
<PAGE>

RESULTS OF OPERATIONS

Three months ended September 30, 2005 compared to the three months ended
September 30, 2004

      Sales

Our sales are derived primarily from the sale of our proprietary product
Activar AC-11, an oral nutritional supplement that we sell direct to the
consumer through our Internet website. We also sell Activar AC-11 through
iVillage, a leading health information Internet website. Our product is promoted
via iVillages' health and beauty, fitness, skin care and anti-aging channels. We
have a revenue sharing arrangement with iVillage for product sold through their
website. We also sell AC-11 as a bulk ingredient to companies in the
nutraceutical and cosmeceutical industries who in turn utilize it in their
proprietary products. In certain instances, we may earn royalties based on the
sales of products that contain AC-11 as an ingredient.

In total, our 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 52%.

Our net supplement sales for the three months ended September 30, 2005 were
$19,166 compared to $46,991 for the three months ended September 30, 2004, a
decrease of $27,825 or 59%. This decrease is due to a reduction in the retail
selling price of Activar AC-11 which occurred during the second quarter
of 2005 and a decrease in unit sales from 2004 to 2005.

Sales of bulk AC-11 were $3,500 for the three months ended September 30,
2005, compared to $33,266 for the three months ended September 30, 2004 a
decrease of $29,766 or 89%. 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 $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 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% compared to gross profit of $35,061 or 42% for the
three months ended September 30, 2004. The decrease in gross profit was due
primarily to the reduction in sales of bulk AC-11 which carries a higher
gross margin than Activar AC-11. The reduction in the retail selling
price of Activar AC-11 also contributed to the overall decrease in gross
profit.

      Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses include salaries, employee
benefits, professional fees related to scientific research, legal and accounting
fees, rent and other office related expenses. Also included in SG&A are various
non-cash expenses such as depreciation, amortization of intangible assets
including patents and other intellectual property, and stock-based compensation.
SG&A expenses 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 and; (iii) a decrease in legal expense. These decreases were
partially offset by an increase in advertising and marketing expenses in 2005
versus 2004.

      Interest Expense

Interest expense consists of interest paid on the principal balance of the
Convertible Notes and the amortization of the debt discount associated with the
Convertible Notes (See Note 6 to the Financial Statements). Interest expense for
the three months ended September 30, 2005 was $44,778. We did not incur interest
expense in 2004.


                                                                              11
<PAGE>

      Other Income

Other income of $190,936 consists of the change in the carrying value of the
liability for the common stock warrants issued in connection with the sale of
the Convertible Notes (See Note 6 to the Financial Statements).

      Net Loss

Net loss for the three months ended September 30, 2005 was $1,079,750 or $0.10
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.

Nine months ended September 30, 2005 compared to the nine months ended September
30, 2004

      Sales

In total our net sales for the nine months ended September 30, 2005 were
$161,807 compared to $250,017 for the nine months ended September 30, 2004, a
decrease of $88,210 or 35%.

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 to a reduction in the retail selling price
of Activar AC-11 which occurred during the second quarter of 2005 and a
decrease in unit sales from 2004 to 2005.

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
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 product Activar AC-11. 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 sales of bulk AC-11 which carries a higher
gross margin than Activar AC-11. The reduction in the retail selling
price of Activar AC-11 also contributed to the overall decrease in gross
profit.

      Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses include salaries, employee
benefits, professional fees related to scientific research, legal and accounting
fees, rent and other office related expenses. Also included in SG&A are various
non-cash expenses such as depreciation, amortization of intangible assets
including patents and other intellectual property, and stock-based compensation.
SG&A expenses increased $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
increased: (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.

      Interest Expense

Interest expense consists of interest paid on the principal balance of the
Convertible Notes and the amortization of the debt discount associated with the
Convertible Notes (See Note 6 to the Financial Statements). Interest expense for
the nine months ended September 30, 2005 was $44,778. We did not incur interest
expense in 2004.

                                                                              12
<PAGE>

      Other Income

Other income of $190,936 consists of the change in the carrying value of the
liability for the common stock warrants issued in connection with the sale of
the Convertible Notes (See Note 6 to the Financial Statements).

      Net Loss

Net loss for the nine months ended September 30, 2005 was $3,599,502 or $0.36
per share, compared to a net loss of $2,532,690 or $0.31 for the nine months
ended September 30, 2004. The increase in net loss is primarily attributable to
the overall increase in SG&A expenses.


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.

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.

At September 30, 2005, we had cash of approximately $957,000 and net working
capital of approximately $2,575,000. Excluding approximately $2,390,000 of
inventory, we have net working capital of approximately $185,000. Over the next
twelve months, we expect to incur increased costs related to: (i) marketing and
advertising our nutritional supplement products and the proprietary topical skin
care, eye care and sun care products that we are currently developing, including
costs related to the production of an Infomercial and the purchase of media
time; and (ii) the build-up of inventory of our proprietary topical skin care,
eye care and sun care products.

Our future working capital requirements will depend on numerous factors,
including unexpected increases in raw material costs, increased costs related to
the manufacturing of our finished products, and increased costs related to
marketing and advertising our products, including the cost of producing an
Infomercial and purchasing media time. We expect to continue to incur losses for
at least the next 12 months.

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.


                                                                              13
<PAGE>

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.

RECENT ACCOUNTING PRONOUNCEMENTS

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


                                                                              14
<PAGE>

Item 3.           Controls and Procedures

a)    Evaluation of Disclosure Controls and Procedures: As of September 30,
      2005, 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.



                                                                              15
<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

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.

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)


                                                                              16
<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:      November 21, 2005

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)


                                                                              17