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: JUNE 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|

      There were 10,309,444  shares of Common Stock outstanding as of August 10,
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 June 30, 2005                           1

         Condensed Statements of Operations for the three and six months
         ended June 30, 2005 and 2004                                          2

         Condensed Statement of Stockholder's Equity for the six months
         ended June 30, 2005                                                   3

         Condensed Statements of Cash Flows for the six months
         ended June 30, 2005 and 2004                                          4

         Notes to Condensed Financial Statements                               5

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

Item 3.  Controls and Procedures                                              11

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                                    12

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          12

Item 3.  Defaults Upon Senior Securities                                      12

Item 4.  Submission of Matters to a Vote of Security Holders                  12

Item 5.  Other Information                                                    12

Item 6.  Exhibits                                                             12

SIGNATURES                                                                    13


<PAGE>

                          PART 1. FINANCIAL INFORMATION


ITEM 1.  CONDENSED FINANCIAL STATEMENTS - UNAUDITED


                                  OPTIGENEX INC.

                              CONDENSED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                       JUNE 30,
                                                                         2005
                                                                      ------------
<S>                                                                   <C>
                                                                      (UNAUDITED)
ASSETS

Current assets:
   Cash                                                               $    379,954
   Accounts receivable                                                      56,775
   Inventories                                                           2,086,830
   Prepaid expenses and other current assets                               354,929
                                                                      ------------
      Total current assets                                               2,878,488

Property and equipment, net                                                128,694
Intangible assets, net                                                   3,938,329
Other assets                                                                46,775
                                                                      ------------
TOTAL ASSETS                                                          $  6,992,286
                                                                      ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                   $    588,272
   Accrued expenses                                                        228,284
   Deferred income                                                           5,329
                                                                      ------------
      Total current liabilities                                            821,885

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,
      10,116,777 shares issued and outstanding                              10,117
   Additional paid-in capital                                           17,251,520
   Accumulated deficit                                                 (11,091,236)
                                                                      ------------
      Total stockholders' equity                                         6,170,401
                                                                      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  6,992,286
                                                                      ============
</TABLE>

See notes to condensed financial statements


                                        1
<PAGE>

                                             OPTIGENEX INC.

                             CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED

<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                      JUNE 30,                         JUNE 30,
                                            ----------------------------    ----------------------------
                                                2005            2004            2005            2004
                                            ------------    ------------    ------------    ------------
<S>                                         <C>             <C>             <C>             <C>
Net sales                                   $      4,043    $     93,925    $    121,339    $    166,466

Cost of sales                                     15,723          23,577          69,154          56,522
                                            ------------    ------------    ------------    ------------
Gross profit (loss)                              (11,680)         70,348          52,185         109,944

Selling, general and administrative            1,415,654         439,905       2,571,937         996,439
                                            ------------    ------------    ------------    ------------
Net loss                                    $ (1,427,334)   $   (369,557)   $ (2,519,752)   $   (886,495)
                                            ============    ============    ============    ============
Net loss per common share - basic and
diluted                                     $      (0.14)   $      (0.05)   $      (0.26)   $      (0.12)
                                            ============    ============    ============    ============

Weighted average number of common
   shares outstanding - basic and diluted     10,071,543       7,927,659       9,875,717       7,580,346
                                            ============    ============    ============    ============
</TABLE>

See notes to condensed financial statements


                                                   2
<PAGE>

<TABLE>
<CAPTION>
                                                OPTIGENEX INC.

                      CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED


                                            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         660,637            660      1,861,061             --       1,861,721

Issuance of options to consultants         39,320             --         39,320

Net loss                                       --             --             --     (2,519,752)     (2,519,752)
                                     ------------   ------------   ------------   ------------    ------------
BALANCE - JUNE 30, 2005              10,116,777 $         10,117   $ 17,251,520   $(11,091,236)   $  6,170,401
                                     ============   ============   ============   ============    ============
</TABLE>


See notes to condensed financial statements


                                                      3
<PAGE>

                                    OPTIGENEX INC.

                    CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED

<TABLE>
<CAPTION>
                                                                 SIX MONTHS ENDED
                                                                     JUNE 30,
                                                            --------------------------
                                                                2005          2004
                                                            -----------    -----------
<S>                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                 $(2,519,752)   $  (886,495)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation                                             23,858          6,908
        Amortization of intangibles                             114,272        201,432
        Stock-based compensation                                 39,320             --
        Equity in loss from joint venture                        17,144             --
   Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable                 23,986        (49,588)
      Increase in inventories                                   (45,131)      (649,493)
      Increase in prepaid expenses and
             other current assets                               (33,107)       (41,400)
      Increase in other assets                                       --        (38,919)
      Increase (decrease) in accounts payable                  (283,037)       361,873
      Increase (decrease) in accrued expenses                     3,732       (278,454)
      Increase in deferred income                                 5,329             --
                                                            -----------    -----------
           Net cash used in operating activities             (2,653,386)    (1,374,136)
                                                            -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Patent costs                                                 (19,117)       (35,142)

   Purchases of property and equipment                           (5,832)       (47,144)
                                                            -----------    -----------
           Net cash used in investing activities                (24,949)       (82,286)
                                                            -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the issuance of common stock                 1,861,721      4,807,900
   Repayment of loans from stockholders                              --        (15,000)
   Payments on notes payable                                         --       (219,372)
                                                            -----------    -----------
           Net cash provided by financing activities          1,861,721      4,573,528
                                                            -----------    -----------
NET INCREASE (DECREASE) IN CASH                                (816,614)     3,117,106

CASH - BEGINNING OF PERIOD                                    1,196,568         67,944
                                                            -----------    -----------
CASH - END OF PERIOD                                        $   379,954    $ 3,185,050
                                                            ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

Issuance of options for services                            $    39,320

</TABLE>

See notes to condensed financial statements


                                          4
<PAGE>

OPTIGENEX INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED

NOTE 1.  BASIS OF PRESENTATION

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

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.
Accordingly,  the unaudited condensed interim financial statements for the three
and  six-month  periods  ended June 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 six-month  period ended June 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 June 30, Six Months Ended June 30,
                                                  --------------------------  --------------------------
                                                      2005           2004        2005           2004
                                                  -----------    -----------  -----------    -----------
<S>                                               <C>            <C>          <C>            <C>
Reported net loss                                 $(1,427,334)   $  (369,557) $(2,519,752)   $  (886,495)

Deduct: Total stock-based employee
   compensation expense determined under
   fair value based method for all awards,
   net of related tax effects                         (99,793)            --     (130,586)            --
                                                  -----------    -----------  -----------    -----------
Proforma net loss                                 $(1,527,127)   $  (369,557) $(2,650,338)   $  (886,495)
                                                  ===========    ===========  ===========    ===========
Reported net loss per share - basic and diluted   $     (0.14)   $     (0.05) $     (0.26)   $     (0.12)
                                                  ===========    ===========  ===========    ===========
Proforma net loss per share - basic and diluted   $     (0.15)   $     (0.05) $     (0.27)   $     (0.12)
                                                  ===========    ===========  ===========    ===========
</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 three  months  ended
March 31, 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.

         Six Months Ended June 30,
         -------------------------
            2005            2004
         -----------    ----------
           3,672,513       813,229
         ===========    ==========

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 June 30, 2005:

Raw materials           $1,715,726
Finished goods             371,104
                       -----------
                        $2,086,830
                       ===========

NOTE 4.  STOCKHOLDERS' EQUITY

From April 1, 2005 through June 30, 2005, the Company completed private sales of
its common stock whereby it sold 266,636 shares of restricted  common stock at a
price of $3.00 per share.  The Company  received  gross proceeds of $799,909 and
paid a  commission  of $79,991 to a placement  agent.  The  Company  also issued
warrants to the placement agent to purchase 26,644 shares of its common stock at
a price of $3.00 per share.  The warrants are  exercisable  for a period of five
years from the date of grant.

During the quarter ended June 30, 2005,  the Company  issued options to purchase
an aggregate  of 58,000  shares of its common  stock to two  consultants.  These
options  have an  exercise  price of $3.00 per share and are  exercisable  for a
period of five  years from the  respective  dates of the  grants.  Of the total,
33,000  vested  immediately  on the  respective  dates  of the  grants  and  the
remaining 25,000 will vest one year from the date of grant.

The value of these  options  aggregating  $39,320 has been  included in selling,
general and administrative  expenses for the six months ended June 30, 2005. The
fair value of each  option  grant is  estimated  on the date of grant  using the
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions used for the six months ended June 30, 2005:  expected volatility of
0% to 50%; risk-free interest rate of 4%; expected lives of 2 to 5 years; and no
expected dividends.


                                        6
<PAGE>

OPTIGENEX INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED

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

NOTE 5.  JOINT VENTURE

In November 2004, the Company entered into a joint venture to develop and market
a line of professional hair care products which will contain,  as an ingredient,
its  proprietary  compound  AC-11R.  The  Company  invested  $25,000  for  a 50%
ownership  interest in a newly created  corporation  known as PMO Products Inc.,
which was formed  specifically  for the purpose of developing  and marketing the
hair care products. The Company accounts for this joint venture under the equity
method.  During the six months ended June 30, 2005, the joint venture incurred a
net loss of $34,287 of which,  the  Company's  50% share is included in selling,
general and administrative expenses.

NOTE 6.  SUBSEQUENT EVENTS

From July 1, 2005 through  August 10,  2005,  the Company  completed  additional
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.


                                       7
<PAGE>

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

The  following  discussion  should  be read in  conjunction  with our  Condensed
Financial  Statements and related 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 an applied DNA sciences company that owns a patented  technology platform
that is structured to capitalize on, and exploit, the properties of our patented
product  known as AC-11R within the wellness,  age  intervention,  personal care
markets and in clinically relevant disease states.

AC-11(TM)  is a compound  derived  from the plant,  Uncaria  tomentosa  which is
indigenous  to the  Amazon  rainforest  and  other  tropical  areas of South and
Central America. AC-11(TM) is an aqueous hot water extract standardized to an 8%
carboxyl  alkyl ester  concentration.  It is prepared  using a patented  process
owned by the Company and produced by the Centroflora Group of Sao Paulo, Brazil,
which delivers a standardized,  water soluble extract. Production is achieved in
a state-of-the-art  facility with ISO 9002 certification  utilizing  specialized
manufacturing equipment that we own.

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.


                                       8
<PAGE>

INVENTORY

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

INTANGIBLES

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

RESULTS OF OPERATIONS

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

   Sales

Our  sales  are  derived  primarily  from the  sale of our  line of  nutritional
supplements  containing AC-11R directly to consumers through our website and the
sale of AC-11R as a bulk  ingredient to channel  partners who then utilize it in
their proprietary products.

Net sales for the three months  ended June 30, 2005 were $4,043  compared to net
sales of $93,925 for the three months ended June 30, 2004, a decrease of $89,882
or 96%.  During the quarter  ended June 30,  2005,  we accepted  the return of a
previous  sale of bulk  AC-11 R from a customer  in the amount of  approximately
$47,000.  The original sale  occurred in the first quarter of 2005.  This return
was not made in accordance with our standard return policy.  However, we decided
to accept this  return and as such,  sales for the three  months  ended June 30,
2005 were reduced by the amount of the return.

Supplement  sales for the three months ended June 30, 2005 were $28,451 compared
to $71,166 for the three  months  ended June 30,  2004, a decrease of $42,715 or
60%.  This  decrease is due primarily to a reduction in the retail prices of our
supplement products.

Excluding the effect of the $47,000 return described above, sales of bulk AC-11R
were $14,273 for the three  months ended June 30, 2005,  compared to $19,724 for
the three months ended June 30, 2004 a decrease of $5,451 or 28%.

   Cost of Sales

Cost of sales includes direct and indirect costs  associated with  manufacturing
AC-11R and our line of nutritional supplement products that contain AC-11R. Cost
of sales was $15,723 and  $23,577 for the three  months  ended June 30, 2005 and
2004,  respectively.  For the three months  ended June 30, 2005,  we had a gross
loss of $11,680 compared to a gross profit of $70,348 for the three months ended
June 30, 2004. A substantial  portion of the decrease in gross profit was due to
the impact of the $47,000 sales return discussed  above. The remaining  decrease
in gross profit was due to the reduction in the retail prices of our  supplement
products.

   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  $975,749 from $439,905 for the three months ended June
30, 2004 to  $1,415,654  for the three months  ended June 30, 2005.  The primary
reasons  for the  increase  in the  overall  level of SG&A  expenses  were:  (i)
increased  salary  costs due to the hiring of  additional  employees  and senior
management  personnel;  (ii)  increased  professional  fees  related  to various
research  initiatives;  (iii) increased  marketing and advertising  costs;  (iv)
increased legal expense and; (v) increased amortization expense.


                                       9
<PAGE>

   Net Loss

Net loss for the three  months ended June 30, 2005 was  $1,427,334  or $0.14 per
share,  compared to a net loss of $369,557 or $0.05 for the three  months  ended
June 30, 2004. The increase in net loss is primarily attributable to the overall
increase in SG&A expenses.

Six months ended June 30, 2005 compared to the six months ended June 30, 2004

   Sales

Net sales for the six  months  ended June 30,  2005 were  $121,339  compared  to
$166,466 for the six months ended June 30, 2004, a decrease of $45,127 or 27%.

Supplement sales for the six months ended June 30, 2005 were $71,733 compared to
$139,874  for the six months  ended June 30, 2004, a decrease of $68,141 or 49%.
This  decrease  is due  primarily  to a  reduction  in the retail  prices of our
supplement products.

Sales of bulk  AC-11R  were  $36,839  for the six months  ended  June 30,  2005,
compared  to $20,764  for the six months  ended June 30,  2004,  an  increase of
$16,075 or 77%.

   Cost of Sales

Cost of sales were  $69,154 and  $56,522 for the six months  ended June 30, 2005
and 2004, respectively.  Gross profit for the six months ended June 30, 2005 was
$52,185  compared to $109,944 for the six months ended June 30, 2004, a decrease
of $57,759 or 53%. Gross profit as a percentage of sales was 43.0% and 66.0% for
the six months ended June 30, 2005 and 2004, respectively. A substantial portion
of the  decrease  in gross  profit  was due to the  impact of the  sales  return
discussed above. The remaining decrease in gross profit was due to the reduction
in the retail prices of our supplement products.

   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  $1,575,498 from $996,439 for the six months ended June
30,  2004 to  $2,571,937  for the six months  ended June 30,  2005.  The primary
reasons  for the  increase  in the  overall  level of SG&A  expenses  were:  (i)
increased  salary  costs due to the hiring of  additional  employees  and senior
management  personnel;  (ii)  increased  professional  fees  related  to various
research  initiatives;  (iii) increased  marketing and advertising  costs;  (iv)
increased legal expense and; (v) increased amortization expense.

   Net Loss

Net loss for the six months  ended  June 30,  2005 was  $2,519,752  or $0.26 per
share, compared to a net loss of $886,495 or $0.12 for the six months ended June
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
through  the  six  months  ended  June  30,  2005,  our  current  rate  of  cash
consumption,  the  uncertainty  of liquidity  related  initiatives  described in
detail below, and the reasonable possibility of on-going negative impacts on our
operations from the overall economic environment for a further unknown period of
time,  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  consolidated  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.  If we
fail to raise  capital  when  needed,  the lack of capital  will have a material
adverse effect on our business, operating results and financial condition.


                                       10
<PAGE>

Since our inception in 2002, we have financed our operations  primarily from the
proceeds from private  sales of our common  stock.  From January 1, 2005 through
June 30, 2005, we raised $1,981,912 through sale of 660,637 shares of our common
stock at a price  of  $3.00  per  share.  We paid  $145,691  in  commissions  in
connection  with these  private  sales.  Subsequent to June 30, 2005 and through
August 15, 2005,  we raised an additional  $578,000  through the sale of 192,667
shares of our  common  stock at a price of $3.00 per share.  We paid  $57,800 in
commissions in connection with these private sales.

At June 30, 2005, we had cash of approximately  $380,000 and net working capital
of approximately $2,057,000. Excluding approximately $2,087,000 of inventory, we
have a net  working  capital  deficit of  approximately  $30,000.  Over the next
twelve months,  we expect to incur increased costs related to; (i) marketing and
advertising  our line of nutritional  supplement  products;  and (ii) scientific
research,  including  professional  fees  and  preclinical  and  clinical  trial
expenses related to our biopharmaceutical development initiative.

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

ITEM 3.  CONTROLS AND PROCEDURES

      a)    Evaluation of  Disclosure  Controls and  Procedures:  As of June 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.


                                       11
<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 June 30, 2005 we sold 266,636  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 $799,908 in connection  with the sale of
these shares and we paid commissions of $79,991 to our placement agents. We also
issued an aggregate of 26,664 warrants to our placement  agents have an exercise
price of $3.00 and a term of five years from the respective 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.

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)


                                       12
<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: August 19, 2005

OPTIGENEX INC.
 Registrant


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


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


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