UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

                                   (Mark One)

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

                   For the fiscal year ended December 31, 2004

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

               For the transition period _________ to____________

                        Commission file number: 333-85460

                                 OPTIGENEX INC.
                 (Name of small business issuer in its charter)

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

750 Lexington Ave., 6th Floor                   10022
(Address of principal executive offices)      (Zip Code)

         Issuer's telephone number, including area code: (212) 905-0189

       Securities registered under Section 12(b) of the Exchange Act: None

  Securities registered under Section 12(g) of the Exchange Act: Common Stock,
                           par value $0.001 per share

Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

Issuer's revenues for the fiscal year ended December 31, 2004 were $339,065.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: Not Applicable

There were 9,850,141 shares of Common Stock outstanding as of March 31, 2005.

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

                       Statement Regarding this Amendment

We are amending our annual report Form 10-KSB for the period ended December
31,2004, as originally filed on April 15, 2005, to correctly compute earnings
per share for the reverse merger that occurred during the period. The impact of
the restated earnings per share has increased the loss per share by $0.09 and
$0.32 for the year ended December 31 2004 and 2003 respectively.

<PAGE>

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                TABLE OF CONTENTS

PART I.

Item 1.    Business                                                            3

Item 2.    Properties                                                          8

Item 3.    Legal Proceedings                                                   8

Item 4.    Submission of Matters to a Vote of Security Holders                 8

PART II.

Item 5.    Market for Common Equity and Related Stockholder Matters            9

Item 6.    Management's Discussion and Analysis or Plan of Operation           9

Item 7.    Financial Statements                                               19

Item 8.    Changes In and Disagreements With Accountants on Accounting
             and Financial Disclosure                                         19

Item 8A.   Controls and Procedures                                            20

Item 8B.   Other Information                                                  20

PART III.

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act                20

Item 10.   Executive Compensation                                             23

Item 11.   Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters                                  25

Item 12.   Certain Relationships and Related Transactions                     27

Item 13.   Exhibits                                                           27

Item 14.   Principal Accountant Fees and Services                             28

SIGNATURES                                                                    29

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-KSB 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. This Form 10-KSB contains important information
about the risk factors above. 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.

<PAGE>

                                     PART I

Item 1. Description of Business

OVERVIEW

Pursuant to the terms of an Asset Purchase Agreement ("Purchase Agreement")
dated July 30, 2004 by and among Optigenex Inc. ("Old Optigenex"), Vibrant
Health International ("Vibrant"), Optigenex Acquisition Corp. ("Acquisition
Sub"), a wholly owned subsidiary of Vibrant, and Thomas McAdam, who, prior to
the consummation of the Purchase Agreement, was a principal shareholder and the
sole officer and director of Vibrant, Acquisition Sub acquired substantially all
of the assets of Old Optigenex (the "Acquisition") in exchange for (i) Vibrant
issuing Old Optigenex 8,621,255 shares (the number of outstanding shares of Old
Optigenex as of July 30, 2004) of Vibrant's common stock ("Vibrant Shares"),
which represented approximately 94% of Vibrant's common stock outstanding
immediately after the Acquisition, and (ii) the assumption by Acquisition Sub of
all of the debts, obligations, duties and liabilities of Old Optigenex and its
business ("Optigenex Liabilities"). In addition, Vibrant issued Old Optigenex
681,895 options ("Substitute Options") and 111,668 warrants ("Substitute
Warrants") to purchase Vibrant common stock. The number of Substitute Options
and Substitute Warrants were equal to the number of Old Optigenex options and
warrants that were issued and outstanding at the time of the Acquisition. The
Substitute Options and Substitute Warrants had the same exercise price and the
same terms as the Old Optigenex options and warrants.

                                        3
<PAGE>

After the Acquisition, Old Optigenex liquidated, thereby distributing the
Vibrant Shares, the Substitute Options and Substitute Warrants to the
shareholders, option holders and warrant holders of Old Optigenex. In addition,
Vibrant, a Nevada corporation, merged (the "Merger") with and into its wholly
owned subsidiary Optigenex Merger Inc., a Delaware corporation formed in July
2004, with Optigenex Merger Inc. being the surviving corporation. Pursuant to
the Merger, the surviving corporation changed its name to Optigenex Inc.
("Optigenex", "Company", "we", "our", "us"). This Acquisition has been accounted
for as a recapitalization of Old Optigenex.

DESCRIPTION OF THE COMPANY'S BUSINESS

Optigenex is an applied DNA Sciences Company which has developed and patented a
unique technology platform that is structured to capitalize on, and exploit, the
properties of its patented product known as AC-11(TM) 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.

In in-vitro studies and clinical trials, AC-11(TM) has demonstrated activity in
the following areas: DNA repair; autoimmune enhancement; anti-inflammatory; and
anti-tumor. It is these attributes that define the product's utility and
applicability in discreet markets and disease states and which serves as the
basis for our business model.

RETAIL SALES

We are utilizing our patented products, scientific research and strategic
marketing and distribution to achieve market penetration in the nutritional
supplement segment. The premise under which we intend to establish our franchise
is AC-11(TM)'s capacity to enhance the body's natural ability to decrease DNA
damage and to increase its DNA repair capacity.

DNA is the body's "blue print" of life. The National Institutes of Health (NIH)
have chronicled the relationship between DNA damage and the onset of a number of
diseases and of premature aging. Among the known causes of DNA damage are
pollution and hydrocarbons, ultraviolet rays (exposure to sunlight),
environmental toxins, oxidative stress and lifestyle choices (smoking, alcohol,
excessive and strenuous exercise). Our product line currently includes
Activar(TM) AC-11(TM) and Activar(TM) Age Manager(TM) (AC-11(TM), with vitamins
and minerals). The focus of our marketing platform is the enhancement of the
body's ability to repair its damaged DNA and to support the body's natural
defenses against the negative effects of aging.

We utilize a direct to consumer sales and marketing distribution model. This
model is designed to maximize the reach and frequency of the message/branding
strategy while maintaining cost efficiencies and resource optimization. We
initially intend to develop and utilize two principal marketing channels: Direct
Response TV and the Internet.

DIRECT RESPONSE TV

Focus group research will define and refine the AC-11(TM) message strategy. This
research will provide the basis under which TV commercials will be produced. We
intend to purchase commercial time on demographically targeted programming on
both national broadcast and cable TV outlets.

                                        4
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INTERNET

In October 2004, we entered into an agreement with iVillage, one of the nation's
leading health information portals. Under the agreement, our product Activar(TM)
AC-11(TM), will be promoted via iVillages' health and beauty, fitness, skin care
and anti-aging channels which are estimated to reach 15% of the nation's female
population on a weekly basis. We have agreed to a revenue sharing arrangement
with iVillage for product sold pursuant to the agreement.

OTHER CHANNELS

We plan to seek other channels of distribution through wholesalers, health food
stores, drug stores, supermarkets and retail mass merchandisers.

LICENSING AND BULK SALES

We intend to create revenues from licensing and selling AC-11(TM) as a bulk
ingredient to strategic partners in the cosmeceutical, personal care, skin care,
hair care, and fitness beverage industries. Strategically and scientifically,
AC-11(TM)'s DNA repair and anti-inflammatory properties provide the platform for
our entry into these markets. We intend to pursue licensing agreements in both
targeted domestic and international markets.

In November 2004, we entered into a joint venture with the principals of a
leading New York City based hair salon to develop and market a line of
professional hair care products which will contain AC-11TM as an ingredient.

BIOPHARMACEUTICAL DEVELOPMENT

We intend to pursue, on a limited basis, a biopharmaceutical development
initiative. Prompted by our understanding of the mechanism of action exhibited
by AC-11(TM), clinical trials have been undertaken to confirm or refute
hypothesized activity in several disease states. Specifically the DNA repair,
anti-inflammatory, immune response modulation, and anti-tumor mechanisms may
correlate for beneficial findings in Crohn's Disease and select cancers.
In-vitro and in-vivo tests have suggested promising levels of activity in
Crohn's Disease, Squamous cell carcinoma and T-Cell leukemias.

We will continue our efforts in these areas with the objective of compiling a
portfolio of clinical evidence. We intend to support and fund research at
academic and other institutions in targeted areas. The cost of late stage
clinical trials and product commercialization will be a function of strategic
partnering and licensing arrangements with biotech or pharmaceutical companies.
We currently do not intend to embark on full Phase I or Phase II trials and do
not intend to file Investigational New Drug Applications with the FDA.

GOVERNMENT REGULATION

In the United States, the manufacturing, processing, formulation, packaging,
labeling, advertising and sale of dietary supplements are regulated primarily by
the Federal Food, Drug and Cosmetic Act, as amended, among others, by the
Dietary Supplemental Health and Education Act ("DSHEA Act") and by various
federal agencies, including the Food & Drug Agency (the "FDA") and the U.S.
Federal Trade Commission (the "FTC") and, to a lesser extent, the Consumer
Product Safety Commission and the United States Department of Agriculture. Our
activities may also be subject to regulation by various governmental agencies
for the states and localities in which our products are manufactured,
distributed or sold, and may be regulated by governmental agencies in certain
countries outside the United States in which our products may be distributed and
sold. Among other matters, regulation by the FDA and FTC is concerned with
product safety and claims that refer to a product's ability to treat or prevent
disease or other adverse health conditions.

The DSHEA Act (i) defines dietary supplements, (ii) permits "structure/function"
statements under certain conditions and (iii) permits, under certain conditions,
the use of published literature in connection with the sale of herbal products.
Dietary supplements do not require approval by the FDA prior to marketing but
are nevertheless subject to various regulatory requirements concerning their
composition, permissible claims (including substantiation of any claims),
manufacturing procedures and other elements. DSHEA prohibits marketing dietary
supplements through claims for, or with intended uses in, the treatment or
prevention of diseases. There can be no assurance that our supplement products
can be identified and differentiated from competing products sufficiently enough
on the basis of permissible claims regarding composition to compete
successfully.

                                        5
<PAGE>

Compliance with applicable FDA and any state or local statutes is critical.
Although we believe that we are in compliance with applicable statutes, there
can be no assurance that, should the FDA amend its guidelines or impose more
stringent interpretations of current laws or regulations that we would be able
to comply with these new guidelines. We are unable to predict the nature of such
future laws, regulations, interpretations or applications, nor can we predict
what effect additional governmental regulations or administrative orders, when
and if promulgated, would have on our business in the future. These regulations
could, however, require the reformation of certain products to meet new
standards, market withdrawal or discontinuation of certain products not able to
be reformulated, imposition of additional record keeping requirements, expanded
documentation regarding the properties of certain products, expanded or
different labeling and/or additional scientific substantiation.

Federal agencies have a variety of available remedies, including initiating
investigations, issuing warning letters and cease and desist orders, requiring
corrective labels or advertising, requiring consumer redress (for example,
requiring that a company offer to repurchase products previously sold to
consumers), seeking injunctive relief or product seizure and imposing civil
penalties or commencing criminal prosecution. In addition, certain state
agencies have similar authority, as well as the authority to prohibit or
restrict the manufacture or sale of products within their jurisdiction. There
can be no assurance that the regulatory environment in which we operate and
intend to operate will not change or that such regulatory environment, or any
specific action taken against us, will not result in a material adverse effect
on our business, financial condition or results of operations. In addition, we
may incur significant costs in complying with government regulations, defending
claims of non-compliance or both. Moreover, there can be no assurance that new
legislation or regulation, including changes to existing laws or regulations,
will not materially adversely affect our business, financial condition and
results of operations.

INTELLECTUAL PROPERTY

Patents

Our core intellectual property lies in three U.S. patents issued for the
extraction process of Uncaria tomentosa: US6039949: method of preparation and
composition of a water soluble extract of the plant species Uncaria; US6238675:
method of preparation and composition of a water soluble extract of the plant
species Uncaria for enhancing immune, anti-inflammatory and anti-tumor processes
of warm blooded animals; and US6361805: method of preparation and composition of
a water soluble extract of the plant species Uncaria for enhancing immune,
anti-inflammatory, anti-tumor and DNA repair processes of warm blooded animals.
There are corresponding international patent filings for these patents. These
patents expire between 2016 and 2017.

We also have an exclusive license for eight (8) other issued US patents. These
patents expire between 2010 and 2017. We have also applied for, and will
continue to apply for, what we believe to be appropriate foreign patents.

Trademarks

We own five (5) registered trademarks have five (5) trademark applications
pending.

Trade Secrets and Proprietary Technology

We own proprietary equipment located at the facilities of Centraflora in
Bocacatu Brazil. We believe that this is the only equipment worldwide capable of
producing the proprietary extract of Uncaria tomentosa utilized in our products.

                                        6
<PAGE>

Royalty Agreements

Pursuant to a November 2003 agreement we entered into in connection with the
acquisition of assets from CampaMed LLC, we are obligated to pay royalties
relating to the exploitation of certain assets, including any compound,
substance or ingredient derived or isolated from the Uncaria tomentosa vine. The
total amount of royalties remaining due under the agreement is approximately
$320,000, and is to be paid based on sales, as defined in the agreement, of
either our own or licensed products utilizing the covered assets. During 2004,
we made royalty payments of approximately $27,400 in connection with this
agreement.

Additionally, in connection with the acquisition of assets from CampaMed LLC, we
assumed royalty obligations based on sales of certain products incorporating
either the Thiol or Nicoplex technology. The total amount due under this
agreement is $3.5 million, and will be paid based on sales of products based on
the Thiol or Nicoplex technology as defined in the agreement.

Pursuant to the November 2003 Asset Purchase Agreement with CampaMed LLC, we
agreed to pay CampaMed LLC additional payments comprised of 6% of the gross
sales of any product containing C-MED-100(TM), and 10% of the gross sales of any
bulk C-MED-100(TM), until additional payments in an aggregate amount of $500,000
have been made. During 2004, we made payments of approximately $27,400 under
this agreement.

Litigation

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

COMPETITION

In considering our competitive position, we distinguish between our licensing
business, our nutritional supplement products business and our potential
biopharmaceutical product business. The nutritional supplement industry is large
and intensely competitive. We compete directly with companies that manufacture
and market nutritional products in each of our product lines, including
companies such as Twin Labs Corporation, Weider Nutrition International, Inc.,
IVC Industries, and Perrigo Company. Most of our competitors in the nutritional
supplements market have longer operating histories, greater name recognition and
financial resources. In addition, nutritional supplements can be purchased in a
wide variety of distribution channels. While we believe that consumers
appreciate the convenience of ordering products from home through the internet
or from infomercials, the buying habits of many consumers accustomed to
purchasing products through traditional retail channels are difficult to change.
Our offerings in each product category are also relatively small compared to the
wide variety of products offered by many other nutritional product companies.

The biopharmaceutical product development area is a rapidly evolving industry.
Competition from other pharmaceutical companies, biotechnology companies and
other research and academic institutions is intense and expected to increase.
Many of these companies have substantially greater financial and other resources
and development capabilities than us and have substantially greater experience
in undertaking pre-clinical and clinical testing of products. There can be no
assurance that we can develop products that are more effective or achieve
greater market acceptance than competitive products, or that our competition
will not succeed in developing products and technologies that are more effective
than those being developed by us which would render our products or technologies
less competitive or obsolete.

                                        7
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RESEARCH AND DEVELOPMENT

From time to time, we have provided funding to academic and other institutions
for pre-clinical and clinical studies to evaluate the efficacy and mechanisms of
action of AC-11(TM), and we may continue to do so in the future. We may also
supply AC-11(TM) for use in studies for which we provide no funding. We believe
that positive results from these studies, whether or not funded by us, would
provide benefits to us by furthering the acceptance of AC-11(TM). We intend to
make presentations at various meetings to gain acceptance of AC-11(TM). If we
obtain successful research outcomes, we plan to publicize these findings to
reposition our products and increase the demand for AC-11(TM). We believe that
successful research studies, if obtained, would strengthen our chances of
obtaining developmental funding from pharmaceutical or other strategic partners
for further pre-clinical and clinical trials.

EMPLOYEES

As of March 31, 2005, we had 7 employees, all of which were full-time.

Item 2. Description of Property

Our executive offices are located at 750 Lexington Avenue, Sixth Floor, New
York, New York. We currently sublease approximately 6,125 square feet of space
at a monthly rent of $18,166. Our lease expires in March 2007.

Item 3. Legal Proceedings

Not Applicable

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

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2004.

                                        8
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                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Our common stock was approved for quotation on the OTC Bulletin Board on March
17, 2005. As of April 14, 2005, there has been no trading activity in our common
stock on the OTC Bulletin Board. Prior to March 17, 2005 our common stock was
listed on the Over-the-Counter Pink Sheets. There was no trading activity in our
common stock in 2004.

As of March 31, 2005, there were approximately 195 holders of record of our
Common Stock.

Recent Sales of Unregistered Securities

In the fourth quarter of the year ended December 31, 2004 we issued 236,667
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"). The aggregate purchase price of the shares was
$710,000. 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 the offering we paid commissions of $61,000.

Item 6. Management's Discussion and Analysis or Plan of Operation

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

Overview

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

Our leading oral nutritional supplement product is Activar AC-11, a once daily
capsule containing 350 mg of AC-11. We also sell Activar Age Manager and Activar
Age Manager Professional. Both of these products contain AC-11 in combination
with selected vitamins, minerals, herbs and other nutrients. In January 2005, we
reduced the selling price of Activar AC-11 from $49.99 to $29.99 in order to
make it more competitive with other nutritional supplements. In 2005, we intend
to reformulate Activar AC-11 into a once daily capsule with a suggested retail
price of $29.95 for a one month supply. Throughout 2005, we intend to reduce the
prices of Age Manager and Age Manager Professional in order to accelerate the
sales of dated packaging. As a result of these reductions in price, net sales of
our nutritional supplement products may decrease in 2005 .

In 2005, we intend to commence development of a line of personal care products.
These products will contain AC-11 as an ingredient. These products will be
designed to repair damage to the skin caused by exposure to ultraviolet rays,
enhance skin elasticity, reduce wrinkles and other visible signs of aging.. We
will begin production of this infomercial in the fourth quarter 2005 and test
and launch the infomercial in 2006. We will require significant capital
expenditures to produce, launch and maintain this new line of business .

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Critical Accounting Policies and Estimates

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

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

Accounts Receivable and Bad Debt Expense

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

Inventory

Our inventories are stated at the lower of cost, determined by the average cost
method, or market. Our inventories consists of (i) raw materials that we
purchase from a sole supplier in Brazil; (ii) our proprietary compound known as
AC-11 which is manufactured in Brazil; and (iii) our line of nutritional
supplement products that are produced by a contract manufacturer in the United
States. We periodically review our inventories for evidence of spoilage and/or
obsolescence and we remove these items from inventory at their carrying value.
In 2004, we incurred a write-off of approximately $73,000 of inventory due to
obsolescence.

Revenue Recognition

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

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

For our bulk sales of AC-11, our standard return policy provides for a
reimbursement of the full purchase price for any bulk AC-11 that does not
conform with the stated specifications. We must receive notification of a return
request within 30 days from the date that the customer accepts delivery

We sell bulk AC-11 to PMO Products Inc., which we own a 50% equity interest in.
This company will utilize the AC-11 as an ingredient in the products that they
manufacture and sell. At the time of sale, we will record revenue in an amount
equal to our actual cost and we defer the profit, if any, from the sale until
such time that it is determined that the products containing the AC-11 have been
sold to an independent third party. This deferred income is recorded as a
liability. The joint venture had no activity in 2004.

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Intangibles

We account for long-lived assets and certain identified intangible assets such
as patents and trademarks in accordance with Statement of Financial Accounting
Standard No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS No. 144"). Management reviews these long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. An asset is considered to be
impaired when the sum of the undiscounted future net cash flows expected to
result from the use of the asset and its eventual disposition exceeds its
carrying amount. The amount of impairment loss, if any, is measured as the
difference between the net book value of the asset and its estimated fair value.
We monitor our projections of expected future net cash flows on an ongoing
basis. If we determine that our projections are not accurate due to specific
events such as a delayed product launch or a change in our product mix, or
changes in economic conditions, we may incur additional write-offs. In 2004, we
recorded an impairment charge of approximately $1,405,000, which represented the
net book value of certain patents that management determined were not going to
utilized in the foreseeable future.

Employee Stock Options and Stock Based Compensation

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

Recent Accounting Pronouncements

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

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

RESULTS OF OPERATIONS

Revenues

Our revenues are derived primarily from the sale of our line of nutritional
supplements containing AC-11 direct to consumers through our Internet website
www.AC-11.com. We also sell AC-11 as a bulk ingredient to other companies in the
nutritional supplement and cosmeceutical industries who utilize it in their
proprietary products. We began selling our products in the fourth quarter of the
fiscal year ended December 31, 2003.

Net sales for the year ended December 31, 2004 were approximately $339,000
compared to net sales of approximately $46,000 for the year ended December 31,
2003. The increase in net sales is due to the fact that we commenced selling our
products in the fourth quarter of 2003 and, as such, we are comparing a full
year of sales in 2004 to a partial year of sales in 2003. In 2004, our net sales
by product line are summarized in the following table:

                                       11
<PAGE>

                                                                          %
                                                           2004       of Total
                                                        ----------   ----------
Nutritional Supplements:
 Activar AC-11                                          $   52,645         15.5%
 Age Manager                                                93,248         27.5%
 Age Manager Pro                                            93,009         27.5%
                                                        ----------   ----------
Total Nutritional Supplements                              238,901         70.5%
 Bulk AC-11                                                 87,980         25.9%
 Other                                                      12,184          3.6%
                                                        ----------   ----------
Total Revenue                                           $  339,065        100.0%
                                                        ==========   ==========

Cost of Sales

Cost of sales includes direct and indirect costs associated with manufacturing
AC-11 and our line of nutritional supplement products that contain AC-11. Cost
of sales was approximately $230,000 and $17,000 for the years ended December 31,
2004 and 2003, respectively. Gross profit as a percentage of sales was 32.2% and
63.7% respectively. This decrease in gross profit as a percentage of sales was
due primarily to a write-off of damaged inventory of approximately $80,000 that
occurred in December 2004.

Selling, General and Administrative Expenses

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

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

<TABLE>
<CAPTION>
                                        Year ended     Year ended         $                %
                                         12/31/04       12/31/03      Inc/(Dec)        Inc/(Dec)
                                       ------------   ------------   ------------    ------------
<S>                                    <C>            <C>            <C>             <C>
Employee compensation and benefits     $    982,624   $    154,748   $    827,876             535%
Marketing, advertising and promotion        474,110        512,906        (38,796)           -7.6%
Research and development                    416,150        418,289         (2,139)           -0.5%
Consulting and other professional
services                                    294,401        159,718        134,683            84.3%
Legal and accounting                        691,991        317,065        374,926           118.2%
General and administrative                  499,097        307,796        191,301            62.2%
Occupancy                                   193,946         43,321        150,625           347.7%
Stock based compensation                    514,340        576,750        (62,410)          -10.8%
Depreciation and amortization               430,692        165,967        264,725           159.5%
                                       ------------   ------------   ------------    ------------
      Total SG&A                       $  4,497,351   $  2,656,560   $  1,840,791            69.3%
                                       ============   ============   ============    ============
</TABLE>

SG&A expenses increased approximately $1,841,000 from $2,657,000 for the year
ended December 31, 2003 to $4,497,000 for the year ended December 31, 2004. 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 in 2004; (ii) increased professional fees related to
various research initiatives increased legal and accounting costs related to our
merger with Vibrant Health International in July 2004; (iii) increased legal
costs related to the merger with Vibrant Health International increased
occupancy costs associated with our relocation to a larger corporate office; and
(iv) increased rent expense; (v) increased depreciation; and (vi) increased
amortization of intangible assets such as patents, patents pending and
trademarks.

Impairment of Intangible Assets

We incurred an impairment charge of approximately $1,405,000 in the fiscal year
ended December 31, 2004. This charge was due to management's evaluation of the
carrying value of certain patents that were acquired in 2003. Management
determined that these patents will not be utilized in our business and therefore
are not expected to generate revenue in the foreseeable future. The impairment
charge reflects the removal of the net book value of these patents from our
balance sheet on December 31, 2004.

                                       12
<PAGE>

Net Loss

Net loss for the year ended December 31, 2004 was approximately $5,793,000 or
$0.72 per share, compared to $2,627,000 or $0.61 for the year ended December 31,
2003. The increase in net loss is primarily attributable to the overall increase
in SG&A expenses and the expense related to the impairment of intangibles.

LIQUIDITY AND CAPITAL RESOURCES

Based upon our recurring losses from operations as of December 31, 2004, our
current rate of cash consumption and the uncertainty of liquidity related
initiatives described below, there is substantial doubt as to our ability to
continue as a going concern. Therefore, we will in all likelihood, have to rely
on external financing for all of our capital requirements. Future losses are
likely to continue unless we successfully implement our business plan.

At December 31, 2004, we had cash of $1,196,568 and net working capital of
$2,544,989. Excluding $2,041,699 of inventory, we have net working capital of
$503,290. As of that same date, we had $1,095,861 in current liabilities.

For the year ended December 31, 2004, we used cash in our operating activities
totaling $4,764,965 as compared to the same period one year ago of $2,026,600.
The increase in our usage of cash of $ 2,738,365 was primarily due to an
increase in our net loss of $3,165,819 from a net loss of $2,627,342 for the
year ended December 31, 2003 to a net loss of $ 5,793,161 for the year ended
December 31, 2004. This increase is primarily related to an increase in SG&A
expenses of $1,840,791 from $2,656,560 for the year ended December 31,2003 to
$4,497,351 for the year ended December 31, 2004. The primary reasons for the
increase in the overall level of SG&A expenses were: (i) salary costs due to the
hiring of additional employees and senior management personnel; (ii)
professional fees related to various research initiatives; (iii) marketing and
advertising costs; (iv) legal expense; and (v) amortization expense. An increase
in our usage of cash was also due to an increase in inventory purchases in raw
material and finished extract of $921,397 from $560,151 for the year ended
December 31,2003 to $1,481,548 for the year ended December 31, 2004. Although we
believe our inventory position in these categories to be sufficient, we
anticipate build-up of inventory of our proprietary skin care, and topical eye
care products.

Since our inception in 2002, we have financed our operations primarily from the
proceeds of private placements of our common stock. In 2004, we raised gross
proceeds of approximately $6,970,000 through the sale of 162,500 shares of
common stock at $2.00 per share and 2,215,005 shares of common stock at $3.00
per share. We paid approximately $623,000 in commissions and legal fees in
connection with these private placements. In 2003, we raised $2,025,000 through
the sale of 1,000,000 shares of our common stock at $2.00 per share and 100,000
shares at a price of $0.25 per share. Subsequent to December 31, 2004 and
through March 31, 2005, we raised $1,182,003 through sale of 394,001 shares of
our common stock at a price of $3.00 per share. We paid approximately $66,000 in
commissions in connection with these private sales in 2005.

Because we maintain high levels of inventories to meet the product needs, a
change by us of our product mix could result in write downs of our inventories.
Write downs and charges of this type will increase our net losses, and if
experienced in the future, will make it more difficult for us to achieve
profitability. The shelf life of our bulk extract is approximately three years
date of processing. The majority of our bulk inventory expires in 2007. We are
unable to predict the likelihood at this time of a write-down related to our
bulk inventory. Additionally, if new products are discontinued, we will be
forced to write down our inventory as well as the related intellectual property
to those products.

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.

                                       13
<PAGE>

Our future working capital requirements will depend on numerous factors,
including unforeseen costs related to our scientific research initiatives,
unexpected increases in raw material costs, increased professional fees as a
result of becoming a public company, increased administrative costs related to
our operations and increased capital expenditures to meet future equipment and
facility needs. We expect to incur losses for at least the next twelve months.
We do not have sufficient capital to sustain us through the next twelve months.
We are currently seeking additional funding through the private sale of shares
of our common stock. 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.

RISK FACTORS

We have a limited operating history, which makes evaluating our business
difficult. Old Optigenex, the accounting predecessor of Optigenex Inc. was
incorporated in July 2002 and did not commence any significant operations until
it completed the acquisition of assets from the Giampapa Institute for
Anti-Aging Medical Therapy (the "Giampapa Acquisition") in July 2003 and from
CampaMed LLC in November 2003. Accordingly, there is a limited relevant
operating history upon which an evaluation of our prospects and future
performance can be based. There can be no assurance that we will be able to
raise additional capital to develop our business plan, generate meaningful
revenues or become a viable business. Because our markets are relatively new and
constantly changing, we may need to change our business model frequently. Our
prospects must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in their early stages of
development, particularly companies in new and rapidly evolving markets.

We have incurred significant losses to date and expect to continue to incur
losses. During the years ended December 31, 2004 and 2003 we incurred net losses
of approximately $5,800,000 and $2,600,000, respectively, resulting in an
accumulated deficit of approximately $8,600,000 as of December 31, 2004. We
expect to continue to incur losses for at least the next 12 months.

                                       14
<PAGE>

Our auditors have expressed doubt about our ability to continue as a going
concern in their annual report for the fiscal year ended December 31, 2004. Our
auditors have included an explanatory paragraph in their audit opinion with
respect to our financial statements at December 31, 2004. The paragraph states
that our recurring losses from operations and accumulated deficit raise
substantial doubt about our ability to continue as a going concern. Furthermore,
the factors leading to and the existence of the explanatory paragraph may
adversely affect our relationships with suppliers and other creditors and
customers, and may affect our ability to obtain additional financing.

We require additional financing to implement our business plan. We have
generated only limited revenues to date and we require additional financing to
implement our business plan and finance our working capital requirements. We
will also require additional financing to expand into other markets and further
develop our products and services. There can be no assurance that any additional
financing will be available when needed, on commercially reasonable terms or at
all. Any inability to obtain additional financing when needed could have a
material adverse effect on the Company, requiring us to curtail and possibly
cease operations. In addition, any additional equity financing may involve
substantial dilution to the interests of our then existing stockholders.

There are numerous risks relating to our research and development efforts.
Actual costs of our research and development activities may exceed budgeted
amounts and estimated time frames may require extension. Cost overruns due to
unanticipated clinical or regulatory delays or demands, unexpected adverse side
effects, insufficient therapeutic efficacy or competitive or technological
developments would prevent or substantially deter development efforts and
ultimately could have a material adverse effect on our Company. Our existing
products, and any potential additional products that may be developed, may, in
certain instances, require significant additional research and development,
possible regulatory approval and commitments of resources prior to
commercialization. There can be no assurance that any such potential products
will be successfully developed or capable of being produced in commercial
quantities at acceptable costs, or that any product will prove to be safe and
effective in clinical trials or otherwise, or meet applicable regulatory
standards.

The key ingredient in our product is grown and harvested only in specific areas
of South America and processed at a single facility located in Brazil. AC-11TM
is created by refining and extracting certain ingredients of the Uncaria
tomentosa vine. It is harvested in Peru and Brazil primarily by members of the
Ashaninka Indian tribe who are the largest commercial source of these
ingredients in these countries. Factors such as political instability,
environmental degradation and regulation may prevent the harvesting of Uncaria
tomentosa or may limit its supply to levels which would not allow the continued
commercial exploitation of the vine. Additionally, the equipment used to process
the Uncaria tomentosa into usable product exists only in Brazil, at the
Centraflora plant located in Bocacatu, Brazil. Instability within the
Centraflora company, political instability or regulatory/tax changes in Brazil
may make it impossible to continue utilizing this one-of-a-kind processing
facility and would bring production of our product to a stand-still. We believe
that we possess all the necessary diagrams and descriptions to recreate the
processing facility elsewhere, and believe that Uncaria tomentosa can be
cultivated in other parts of the world that enjoy a similar environment, but to
date we have not taken steps to establish an alternate source for the raw
material used to produce the our products.

Successful implementation of our business plan is partially dependent upon the
support of the healthcare community. We market AC-11TM as having clinically
proven DNA repair and protection properties, and have built our business model
in part around the anticipated endorsement of healthcare professionals who
recommend our products. If this community does not embrace this concept, we may
need to partially re-evaluate our business model and consider other ways to
market our products.

Although we believe there is a significant market for our nutritional
supplements, our success will depend significantly on the initial and continued
acceptance by the healthcare community of the efficacy of our products. In the
U.S., herbal dietary supplements have been available for many years, but many
physicians have shown reluctance to recommend them to their patients, and there
has been controversy about their efficacy and concerns about their interactions
with pharmaceutical products. Accordingly, no assurance can be given that our
products will achieve and/or sustain market acceptance by either consumers or
the medical community.

Other than limited sales through our website, we do not market our own products,
and intend to rely on third parties to sell our products. We intend to utilize
third parties to assist in marketing, selling and/or distributing our products.
If we do not effectively market our products through these third parties, we
will not generate significant revenues or profits.

                                       15
<PAGE>

Related parties accounted for a significant portion of our total sales for the
year ended December 31, 2004. Approximately 56% of our total sales for the year
ended December 31, 2004 were to our five largest customers and approximately 46%
of our total sales for the year ended December 31, 2004 were to either Dr.
Vincent C. Giampapa, a principal stockholder of the Company, or to entities
controlled by Dr. Giampapa. In addition, approximately 61% of our accounts
receivable were from either Dr. Giampapa, or entities controlled by him. Because
of our customer concentration, the loss of one or more of our customers could
significantly harm our business and results of operations. In addition, Dr.
Giampapa has resigned his positions with the Company and, although he remains a
principal stockholder of the Company, there can be no assurance he will continue
to do business with the Company. If we are not able to expand our customer base,
we will continue to rely on a small number of customers for a significant
portion of our sales. There can be no assurance that current customers will
continue to purchase our products.

Unless and until sales increase, we are not likely to receive favorable terms in
either the acquisition of raw materials or the manufacture of our products.
Until we achieve sufficient sales volume across our product lines, it is
unlikely that we will obtain favorable payment terms from our vendors, and it is
unlikely that we will be able to use factors for the financing of any
receivables or inventory. Accordingly, we will be required to use our cash
resources to finance our inventory, and we will have to make certain assumptions
about the level of inventory which we must maintain. If we do not correctly
maintain inventory levels, we could be faced with either inadequate levels of
product for new sales or, alternatively, levels of inventory which are too
large; tying up critical cash and forcing a mark-down of the prices of our
products.

There can be no assurance that our products will have the effects intended or
will be safe when used as directed. Many of the ingredients in our products are
vitamins, minerals, botanicals, anti-oxidants and other substances, for which
there is neither a large number of clinical studies relating to human
consumption nor a long history of data supporting the value of their
consumption. In addition, although we believe all of our products are safe when
taken as directed, there is limited experience with the use of certain of the
product ingredients in concentrated form. Accordingly, no assurance can be given
that our products, even when used as directed, will have the effects intended or
be safe.

Our success will depend on consumer perception of our company and our products
and services. We are highly dependent upon consumers' perception of the safety
and quality of our products as well as similar products distributed by other
companies. Consumer perception, particularly in the health and nutritional
supplement markets, is difficult to project. As a result, we could be adversely
affected in the event any of our products or any similar products distributed by
other companies should prove, or be asserted to be, harmful to consumers. In
addition, because of our dependence on consumer perceptions, adverse publicity
associated with illness or other adverse effects resulting from consumers'
failure to consume products as suggested or other misuse or abuse of our
products or any similar products distributed by other companies could have a
material adverse effect on the results of our operations and financial
condition.

We continue to rely on outside suppliers and other independent contractors. We
rely and intend to continue to rely upon independent contractors to perform a
number of tasks, including product production and order fulfillment services,
advertising and marketing, and manufacturing. We currently utilize the services
of one product manufacturer and one processing contractor but do not have an
agreement with this manufacturer. Our inability to maintain these relationships
or identify and enter into a relationship with other third-party contractors,
the inability of our manufacturer to manufacture our products in the quantity
and the time frames required by us or to our perfections, or a disruption of our
relationship with any such third-party contractors could adversely affect our
results of operations. Moreover, we are vulnerable to changes in product and
service quality and pricing by these outside resources, as well as their ability
to satisfy any recalls or other regulatory difficulties experienced by such
suppliers. Our future success will depend in part upon the ability of management
to select, enter into and maintain favorable product and marketing supplier
arrangements with quality suppliers.

Our operations are subject to governmental regulations, which may change in a
manner that adversely affects our business. In the United States, the
manufacturing, processing, formulation, packaging, labeling, advertising and
sale of dietary supplements are regulated primarily by the Federal Food, Drug
and Cosmetic Act, as amended, among others, by the Dietary Supplemental Health
and Education Act ("DSHEA Act") and by various federal agencies, including the
Food & Drug Agency (the "FDA") and the U.S. Federal Trade Commission (the "FTC")
and, to a lesser extent, the Consumer Product Safety Commission and the United
States Department of Agriculture.

                                       16
<PAGE>

Our activities may also be subject to regulation by various governmental
agencies for the states and localities in which our products are manufactured,
distributed or sold, and may be regulated by governmental agencies in certain
countries outside the United States in which our products may be distributed and
sold. Among other matters, regulation by the FDA and FTC is concerned with
product safety and claims that refer to a product's ability to treat or prevent
disease or other adverse health conditions.

The DSHEA Act (i) defines dietary supplements, (ii) permits "structure/function"
statements under certain conditions and (iii) permits, under certain conditions,
the use of published literature in connection with the sale of herbal products.
Dietary supplements do not require approval by the FDA prior to marketing but
are nevertheless subject to various regulatory requirements concerning their
composition, permissible claims (including substantiation of any claims),
manufacturing procedures and other elements. DSHEA prohibits marketing dietary
supplements through claims for, or with intended uses in, the treatment or
prevention of diseases. There can be no assurance that our dietary supplement
products can be identified and differentiated from competing products
sufficiently enough on the basis of permissible claims regarding composition to
compete successfully. Compliance with applicable FDA and any state or local
statutes is critical. Although we believe that we are in compliance with
applicable statutes, there can be no assurance that, should the FDA amend its
guidelines or impose more stringent interpretations of current laws or
regulations, we would be able to comply with these new guidelines. We are unable
to predict the nature of such future laws, regulations, interpretations or
applications, nor can we predict what effect additional governmental regulations
or administrative orders, when and if promulgated, would have on our business in
the future. These regulations could, however, require the reformation of certain
products to meet new standards, market withdrawal or discontinuation of certain
products not able to be reformulated, imposition of additional record keeping
requirements, expanded documentation regarding the properties of certain
products, and expanded or different labeling and/or additional scientific
substantiation.

Federal agencies have a variety of available remedies, including initiating
investigations, issuing warning letters and cease and desist orders, requiring
corrective labels or advertising, requiring consumer redress (for example,
requiring that a company offer to repurchase products previously sold to
consumers), seeking injunctive relief or product seizure and imposing civil
penalties or commencing criminal prosecution. In addition, certain state
agencies have similar authority, as well as the authority to prohibit or
restrict the manufacture or sale of products within their jurisdiction. There
can be no assurance that the regulatory environment we operate in and intend to
operate in will not change or that such regulatory environment, or any specific
action taken against us, will not result in a material adverse effect on our
business, financial condition or results of operations. In addition, we may
incur significant costs in complying with government regulations, defending
claims of non-compliance or both. Moreover, there can be no assurance that new
legislation or regulation, including changes to existing laws or regulations,
will not materially adversely affect our business, financial condition and
results of operations.

The manufacture and sale of our products may result in product liability claims
and our liability insurance may not be adequate. Like other retailers,
distributors and manufacturers of products that are designed to be ingested or
applied to the hair or skin, we face a risk of exposure to product liability
claims in the event that the use of our products results in injury. Such claims
may include, among others, that our products contain contaminants or include
inadequate instructions as to use or inadequate warnings concerning side effects
and interactions with other substances. We maintain $1,000,000 liability
insurance through Evanston Insurance Co. with policy limits of $1,000,000 per
occurrence and $1,000,000 in the aggregate, with a $5,000 deductible. Our
insurance program includes property, casualty, comprehensive general liability
and product liability coverage. Management believes that this insurance coverage
is adequate, although there can be no assurance of its adequacy. The testing,
marketing and sale of health care products entail an inherent risk of product
liability. There can be no assurance that product liability claims, relating to
dietary supplement products, will not be asserted against us or our
collaborators or licensees. There can be no assurance that we will be able to
maintain such product liability insurance pursuant to assignments from its
various manufacturers and suppliers, or obtain additional insurance, during
clinical trials or upon commercialization of any product, on acceptable terms,
or at all, or that such insurance will provide adequate coverage against any
potential dietary supplement claims. It is likely that our insurance premiums
will substantially increase as we expand our commercial operations and clinical
studies.

There can be no assurance that insurance will continue to be available at a
reasonable cost, or, if available, will be adequate to cover any claims. In the
event that we do not have adequate insurance, product liability claims relating
to our products, whether or not they have merit, could have a material adverse
effect on our operations and financial condition.

                                       17
<PAGE>

We may not be able to manage our growth effectively. Our acquisition of certain
of the assets of CampaMed LLC in November 2003, and the anticipated increased
sales of ActivarTM and AC-11TM, will require the full utilization of our
management, financial, and other resources in both managing the expenses caused
by the acquisitions and internal sales growth. Our ability to manage growth
effectively will depend on our ability to improve and expand our operations,
including financial and management information systems, and to recruit, train
and manage executive staff and employees. There can be no assurance that
management will be able to manage its growth effectively and the failure to
effectively manage growth may have a material adverse effect on our results of
operations.

Our success depends on our ability to retain key employees. We are heavily
dependent upon Richard Serbin, our Chief Executive Officer and Anthony Bonelli,
our President. In addition, Dr. Vincent C. Giampapa, a former employee of the
Company from whom we acquired certain intellectual property and Dr. Ronald Pero,
a former consultant of the Company from whom we purchased our core intellectual
property, both have resigned their positions with the Company. The loss of Mr.
Serbin, Mr. Bonelli or other individuals involved in key management positions,
or our inability to attract and retain other qualified employees could have a
material adverse impact on our business and impede the development of our
products and marketing strategy. In addition, there can be no assurance that the
resignations of Dr. Giampapa and Dr. Pero will not make it more difficult for us
to exploit the intellectual property we acquired from them. Moreover, we believe
that our success will depend on our ability to attract qualified key employees
and management. We may be unable to attract and retain qualified employees and
management due to the intense competition for qualified personnel within the age
management market. Furthermore, we may not be able to hire the personnel
necessary to implement our business strategy, or we may need to provide higher
compensation to such personnel than we currently anticipate. If we fail to
attract and retain a sufficient number of highly skilled employees, it will have
a material adverse effect on our business.

If we are unable to compete effectively with existing or new competitors, our
existing business will decline and our anticipated business plan will not be
successfully implemented. We believe the market for nutritional products is
continually evolving, and is highly dependent upon changes in the demographic
and social trends that have resulted in tremendous growth for the nutrition
industry in the past few years. We will encounter aggressive competition from
numerous competitors, many of whom have significantly greater financial
resources than us. Our competitors vary by the nature of the distribution
channel. Competitors with greater resources may be able to enter into similar
distribution channel relationships. There are numerous small companies which
market herbal, nutritional and other homeopathic therapies, supplements and
remedies. We believe that our ability to compete will depend upon our ability to
react quickly to expected and perceived customer requirements and desires, and
maintain relationships with our existing strategic partners and identify and
reach agreements with new partners. However, there can be no assurance that our
assessment of the market place is correct, or that our products will be accepted
now or in the future.

We may not be able to adequately protect our intellectual property rights and we
may infringe upon the intellectual property rights of other. We intend to pursue
registrations for all of the trademarks associated with our key products. We
will rely on common law trademark rights to protect our unregistered trademarks
as well as our trade dress rights. Common law trademark rights generally are
limited to the geographic area in which the trademark is actually used, while a
United States federal registration of a trademark enables the registrant to stop
the unauthorized use of a trademark by any third party anywhere in the United
States. We intend to register our trademarks in certain foreign jurisdictions.
However, the protection available, if any, in such jurisdictions may not be as
extensive as the protection available to us in the United States.

We license from Dr. Giampapa the use of certain of his patents, and we purchased
certain patents from CampaMed LLC and/or certain of its affiliates. To the
extent that any of these patents is not protected, or we otherwise do not have
or properly protect patents on our products and processes, another company may
replicate one or more of our products or processes.

Although we will seek to ensure that we do not infringe the intellectual
property rights of others, there can be no assurance that third parties will not
assert intellectual property infringement claims against us. Defending against
such claims, even if they are without merit, can be extremely costly and the
assertion of such claims can have a material adverse effect on our business.

                                       18
<PAGE>

Our business has developed through acquisitions and we intend to continue to
grow through acquisitions, a strategy that may prove difficult to implement. Our
business was formed primarily through the Giampapa Acquisition and the
subsequent acquisition of assets from CampaMed LLC. We anticipate that it may be
necessary to expand our business through other acquisitions. These acquisitions
may involve payments of cash or the issuance of additional securities. We may
not have sufficient capital resources to pursue this growth strategy. Also, we
may not be able to successfully identify or complete suitable acquisitions and
any entities or assets acquired by us may not work out as expected and may not
contribute significant revenues. Moreover, although certain of our officers have
extensive transactional experience, we have not yet demonstrated the ability to
manage any acquired business or assets successfully. We may also face increased
competition for acquisition opportunities, which may inhibit our ability to
complete suitable acquisitions on favorable terms.

We remain under the effective control of our founders. Our founders, including
Mr. William Walters, our Chairman and Mr. Richard Serbin, our Chief Executive
Officer own 2,955,000 shares or approximately 30%, of the outstanding voting
common stock as of March 31, 2005. Consequently, the founders can effectively
control the outcome of substantially all matters submitted to a vote of our
stockholders including, but not limited to, the adoption of measures that could
delay or prevent a change in control or impede a merger, takeover or other
business combination in which we may potentially be involved.

There are limitations on the liability of our directors and officers. Our
certificate of incorporation includes provisions to eliminate, to the full
extent permitted by Delaware General Corporation Law as in effect from time to
time, the personal liability of our directors for monetary damages arising from
the breach of their fiduciary duties as directors. Our certificate of
incorporation also includes provisions to the effect that the company shall, to
the maximum extent permitted from time to time under the law of the State of
Delaware, indemnify any director or officer to the extent that such
indemnification is permitted under such law, as it may from time to time be in
effect.

Our common stock is not currently trading. Our common stock was accepted for
listing NASDAQ's OTC Bulletin Board on March 17, 2005, however, to date, no
trading market has developed. Even if a market is made and trading commences in
our common stock, you may have difficulty selling your stock. In addition, if
there is limited trading volume, the value of our common stock is more likely to
fluctuate due to: broad market fluctuations, general market conditions,
fluctuations in our operating results, future securities offerings, changes in
the market's perception of our business, announcements made by us or our
competitors and general industry conditions.

Penny stock regulations may affect your ability to sell our common stock.. There
is currently no trading market for our common stock. If our common stock trades
at a price below $5.00 per share, it will be subject to Rule 15g-9 under the
Exchange Act, which imposes additional sales practice requirements on broker
dealers which sell these securities to persons other than established customers
and accredited investors. Under these rules, broker-dealers who recommend penny
stocks to persons other than established customers and "accredited investors"
must make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to a transaction prior to sale. Unless
an exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the associated risks. The additional burdens imposed upon
broker-dealers by these requirements could discourage broker-dealers from
effecting transactions in our common stock and may make it more difficult for
holders of our common stock to sell shares to third parties or to otherwise
dispose of them.

We are authorized to issue "blank check" preferred stock. Our certificate of
incorporation authorizes the issuance of up to 5,000,000 shares of "blank check"
preferred stock with such designations, rights and preferences as may be
determined from time to time by the Board of Directors. Accordingly, the Board
of Directors is empowered, without stockholder approval, to issue preferred
stock with dividend, liquidation, conversion, voting or other rights which could
adversely affect the voting power or other rights of the holders of our common
stock. In the event of issuance, the preferred stock could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control of our Company, which could have the effect of discouraging
bids for the Company and thereby prevent stockholders from receiving the maximum
value for their shares. We have no present intention to issue any shares of our
preferred stock in order to discourage or delay a change of control of the
Company. However, there can be no assurance that preferred stock will not be
issued at some time in the future.

Item 7. Financial Statements

The financial statements appear in a separate section of this report following

                                    Part III

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

                                       19
<PAGE>

Not Applicable

Item 8A. Controls and Procedures

As of the end of the period covered by this report, an evaluation was carried
out under the supervision and with the participation of our management,
including the Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"), of the effectiveness of our disclosure controls and procedures. Based
on that evaluation, the CEO and CFO have concluded that our disclosure controls
and procedures are effective at the reasonable assurance level to timely alert
them of information required to be disclosed by us in reports that we file or
submit under the Securities Act of 1934. During the quarter ended December 31,
2004, there were no changes in our internal controls over financial reporting
that have materially affected, or are reasonably likely to materially affect our
internal controls over financial reporting.

Item 8B. Other Information

Not Applicable

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

Listed below are the current executive officers and directors of Optigenex Inc.

Name                 Age      Position With the Company
----                 ---      -------------------------
William Walters      67       Chairman of the Board
Richard Serbin       60       Chief Executive Officer and Director
Anthony Bonelli      54       President and Chief Operating Officer
Joseph McSherry      47       Chief Financial Officer
Kenji Kitatani       50       Director
James Favia          67       Director
Michael Mullarkey    36       Director

William Walters - Mr. Walters was appointed Chairman of our Board of Directors
on July 30, 2004. Mr. Walters was previously the Chairman of the Board of
Optigenex Inc. ("Old Optigenex") from July 2002 until July 30, 2004, the date on
which a subsidiary of Vibrant Health International acquired the assets of Old
Optigenex. From November 2001 until October 2004, Mr. Walters was the
Vice-Chairman of Sands Brothers & Co. Ltd., a New York based investment banking
group. Mr. Walters is currently employed by Laidlaw Inc., a New York based
investment banking group. Mr. Walters founded Whale Securities in 1984 and
served as its Chairman until Whale sold its customer assets and discontinued its
operations in November 2001. Mr. Walters holds a BSE in economics from The
Wharton School at the University of Pennsylvania.

Richard S. Serbin - Mr. Serbin was appointed as Chief Executive and a Director
of our Company on July 30, 2004. Mr. Serbin was previously the Chief Executive
Officer and a Director of Old Optigenex from July 2002 until July 30, 2004, the
date on which a subsidiary of Vibrant Health International acquired the assets
of Old Optigenex. From January 1999 until July 2002 Mr. Serbin served as a
consultant to various pharmaceutical companies. Mr. Serbin began his career at
Schering-Plough Corporation, where he worked in the patent department and
represented the domestic operating division. Subsequently, he worked at Revlon
Corporation, as its Chief Food, Drug and Cosmetic Counsel. After Revlon, he
joined Johnson & Johnson where he was Vice President of Corporate Development
and a member of the Board of Directors of Ortho Pharmaceutical Corporation, as
well as the Board's eight domestic and international subsidiaries. Mr. Serbin
has a BS and a B. Pharmacy from Rutgers University and Rutgers University
College of Pharmacy. Mr. Serbin also received a Juris Doctor degree from Seton
Hall Law School and a Masters in Law from New York University Graduate School of
Law.

                                       20
<PAGE>

Anthony A. Bonelli - Mr. Bonelli became our President on August 20, 2004. Prior
to joining our Company, Mr. Bonelli was President of Anthony Bonelli Associates,
Inc. Mr. Bonelli has over 25 years of diversified healthcare industry experience
a number of which have been spent at the President/Chief Operating Officer
level. Most recently, Mr. Bonelli has been a senior level consultant to major
pharmaceutical, biotech, managed care and investment banking firms. Until early
1999, he was Chief Operating Officer of Vita Quest International, Inc., a
leading manufacturer of vitamins and nutritional supplements, and President of
its Garden State Nutritionals and Windmill Consumer Products Divisions. From
1995 - 1998 he was President and Chief Operating Officer of Neuman Health
Services Inc., a $2.5 billion diversified healthcare provider (distributor, PBM,
software, retail chain pharmacy, professional pharmacy services). From 1993-late
1994, he was President and Chief Operating Officer of Copley Pharmaceuticals, a
major international generic drug manufacturer. Mr. Bonelli is a graduate of
Harvard University with a Bachelor of Science degree in Biological Sciences. Mr.
Bonelli has an MBA in Marketing/Financing from Rutgers University Graduate
School of Business and a JD from the University of San Francisco School of Law.

Joseph W. McSherry - Mr. McSherry was appointed as our Chief Financial Officer
on July 30, 2004. Mr. McSherry was previously the Chief Financial Officer of Old
Optigenex from June 15, 2004 until July 30, 2004, the date on which a subsidiary
of Vibrant Health International acquired the assets of Old Optigenex. Prior to
joining our Company, Mr. McSherry held positions as President, Chief Operating
Officer and Chief Financial Officer of BlueStone Capital Corp. and Watson
Securities Corp. from 1994 to June 2004. Prior to joining BlueStone Capital, Mr.
McSherry was Chief Financial Officer for Asset Growth Partners, an investment
and merchant banking group. He was responsible for merger and acquisition
activity, debt financing, and secondary financing for this public company, and
was extensively involved in the bank's strategic planning and management. He is
a Certified Public Accountant, a member of the American Institute of Certified
Public Accountants, a member of the National Investor Relations Institute and a
member of the National Society of Compliance Professionals.

Kenji Kitatani, Ph.D. - Dr. Kitatani was appointed as a Director of our Company
on October 1, 2004. Since May 1, 2004, Dr. Kitatani has served as an Executive
Advisor for Sony Corporation of Tokyo. From May 2001 until April 30, 2004, Dr.
Kitatani served as Executive Vice President, Business Planning, of Sony
Corporation of America ("SCA"). In this position, he helped develop, expand and
coordinate the business relationships for SCA's operating units, including Sony
Electronics Inc., Sony Music Entertainment Inc., Sony Pictures Entertainment and
Sony Corporation. He held the additional title of Group Executive Officer, Sony
Corporation. Dr. Kitatani joined Sony Corporation in October 1999 as Executive
Strategist, Media Content, Broadcasting and Communications. Dr. Kitatani has
maintained his own consulting company, Communications Policy and Management
Corp. ("CPM") in New York since 1987. Dr. Kitatani holds an M.A. and Ph.D. in
Communications Policy, Law and Management from the University of Wisconsin
(Madison).

James Favia - Mr. Favia was appointed as a Director of our Company on October 1,
2004. From January 1999 until the present, Mr. Favia has served as a
consultant/advisor to Arcavista, a New York based software company, and Donald &
Co. a New York based investment banking company. He has had an extensive career
in the financial industry, extending from equity analysis to institutional money
management to venture capitalist. As an equity analyst he covered the chemical,
healthcare and pharmaceutical industries while employed by the Trust Department
of Chemical Bank and, later, with Kuhn, Loeb & Company. At Kuhn, Loeb & Company,
Mr. Favia was Head of Research and a Partner. At Chemical Bank, Mr. Favia was
Head of Research and responsible for managing twenty equity analysts. Mr. Favia
was also responsible for the management of institutional portfolios including
the Chemical Bank Profit Sharing Plan and a Special Fund that invested in
technology and healthcare companies with a market capitalization of at least
$100 million; the Special Fund increased money under management from $30 million
to $400 million over a period of several years due to appreciation of the
portfolio investments. The institutional money managed operation was
subsequently spun off as a wholly owned subsidiary of Chemical Bank under the
name Favia, Hill with $9 billion under management, of which Mr. Favia was
President. Mr. Favia has been a principal and consultant to various venture
capital and brokerage firms and has also served on several Boards of Directors.
He has also served as a Vice President and Treasurer of The New York Society of
Securities Analysts and is a Chartered Financial Analyst.

Michael Mullarkey - was appointed as a Director of our Company on October 1,
2004. Since November 2001, he has been the Chairman of the Board of Directors of
Workstream Inc., a company that offers software and services that address the
needs of companies to recruit, train, evaluate, motivate and retain their
employees and has been Workstream's Chief Executive Officer since April 2001. In
April 2003, Mr. Mullarkey assumed the responsibilities of President of
Workstream, a position in which he previously served from April 2001 until
November 2001. From January 2001 to April 2001, Mr. Mullarkey was a major
investor in Allen and Associates Inc., a full service outplacement firm in the
United States, which Workstream acquired in April 2001. From January 1998 to
September 1999, Mr. Mullarkey was the co-founder and managing director of
Information Technology Mergers & Acquisitions, LLC, an investment capital group
managing private equity funding and investing in emerging technology markets and
organizations. From March 1997 to December 1998, he was the Senior Vice
President of sales and marketing for Allin Communications, a publicly traded
enterprise solution provider. From October 1989 to February 1997, Mr. Mullarkey
was Vice President and General Manager at Sony Corporation of America, a US
subsidiary of Sony Corporation.

                                       21
<PAGE>

Employment Agreements with Management

We entered into a three-year employment agreement with Richard Serbin, our Chief
Executive Officer in April 2003. The agreement initially provided for a base
salary of $150,000 per annum, which was adjusted to $200,000 per annum as of
August 1, 2004 by the Board of Directors. According to the agreement, the annual
base salary may be further adjusted from time to time by a majority of the Board
of Directors. In addition, Mr. Serbin is eligible to participate in all
executive benefit plans and to receive an annual bonus on such terms, at such
time and in such amount as determined by the Board of Directors. If we terminate
the agreement without cause (as defined in the agreement), or if Mr. Serbin
terminates the agreement for good reason (as defined in the agreement), Mr.
Serbin is entitled to receive his annual base salary at the rate then in effect
and all benefits then afforded to senior executives through the end of the
original three-year term, together with expenses incurred as of the date of
termination. The agreement contains a non-competition covenant that survives for
a period of one year after termination of employment (two years if Mr. Serbin is
terminated for cause or resigns without good reason). On August 2, 2004, we paid
Mr. Serbin a $50,000 bonus for his contributions to the Company, including the
strategic acquisition of intellectual property and the closing of the
transaction with Vibrant.

We entered into a three-year employment agreement with William Walters our
Chairman of the Board in April 2003. The agreement initially provided for base
salary of $150,000 per annum, which was adjusted to $200,000 per annum as of
August 1, 2004 by the Board of Directors. According to the agreement, the annual
base salary may be further adjusted from time to time by a majority of the Board
of Directors. Mr. Walters' base salary can be adjusted by the parties to the
agreement if he devotes fewer than 40 hours per week to the Company. In
addition, Mr. Walters is eligible to participate in all executive benefit plans
and to receive an annual bonus on such terms, at such time and in such amount as
determined by the Board of Directors. If we terminate the agreement without
cause (as defined in the agreement), or if Mr. Walters terminates the agreement
for good reason (as defined in the agreement) Mr. Walters is entitled to receive
his annual base salary at the rate then in effect and all benefits then afforded
to senior executives through the end of the original three-year term, together
with expenses incurred as of the date of termination. The agreement contains a
non-competition covenant that survives for a period of one year after
termination of employment (two years if Mr. Walters is terminated for cause, or
resigns without good reason). Mr. Walters waived all of the salary owed him
through May 31, 2004.

We entered into a one-year employment agreement with Anthony Bonelli, our
President in August 2004. The agreement provides for an annual base salary of
$200,000, which may be adjusted from time to time by a majority of the Board of
Directors. The agreement also provides for a bonus of up to $200,000. Of this
amount, Mr. Bonelli received $50,000 upon the execution of his employment
agreement. Mr. Bonelli received an additional $50,000 on November 1, 2004 and is
due to be paid the remaining $100,000 bonus as follows: $50,000 on March 1, 2005
and $50,000 on June 1, 2005. Mr. Bonelli is eligible to participate in all
executive benefit plans. If we terminate the agreement without cause (as defined
in the agreement), or if Mr. Bonelli terminates the agreement for good reason
(as defined in the agreement), Mr. Bonelli is entitled to receive his annual
base salary at the rate then in effect and all benefits then afforded to senior
executives through the end of the original one-year term, together with expenses
incurred as of the date of termination. The agreement contains a non-competition
covenant that survives for a period of one year after termination of employment
(two years if Mr. Bonelli is terminated for cause or resigns without good
reason).

We entered into a two-year employment agreement with Joseph McSherry, our Chief
Financial Officer in June 2004. The agreement provides for an annual base salary
of $140,000 which may be adjusted from time to time by a majority of the Board
of Directors. In addition, Mr. McSherry is eligible to participate in all
executive benefit plans and to receive an annual bonus on such terms, at such
time and in such amount as determined by the Board of Directors. If we terminate
the agreement without cause (as defined in the agreement), or if Mr. McSherry
terminates the agreement for good reason (as defined in the agreement), Mr.
McSherry is entitled to receive his annual base salary at the rate then in
effect and all benefits then afforded to senior executives through the end of
the original two-year term, together with expenses incurred as of the date of
termination. The agreement contains a non-competition covenant that survives for
a period of one year after termination of employment (two years if Mr. McSherry
is terminated for cause or resigns without good reason).

                                       22
<PAGE>

Section 16(a) Compliance of Officers and Directors

We did not have a class of securities registered under Section 12(b) or Section
12(g) of the Securities Exchange Act in 2004 and as such, our officers,
directors and 10% holders were not subject to the reporting requirements of
Section 16(a).

Code of Ethics

We have submitted a proposed code of ethics that applies to all of our employees
including our principal executive officer, principal financial officer and
principal accounting officer to our Board of Directors, which is currently under
review. We anticipate that the Code of Ethics will be adopted during the second
quarter of 2005. Once the code of ethics is adopted, we will make it available
on our website at www.optigenex.com. We will also provide to any person without
charge, a copy of our code of ethics upon the receipt of a written request sent
to our headquarters at 750 Lexington Ave, 6th Floor, New York, NY 10022. We
intend to disclose any changes in or waivers from our code of ethics by posting
such information on our website or by filing a Form 8-K.

Item 10. Executive Compensation

The following table summarizes compensation information for the last fiscal year
for (i) our Chief Executive Officer and (ii) each of our three executive
officers other than the Chief Executive Officer who were serving as executive
officers of our Company at the end of the fiscal year (collectively, the "Named
Executive Officers")

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                             Long-Term
                                                                     Annual Compensation                   Compensation
                                                          -------------------------------------------      --------------
                                                                                                            Securities
                                                                                          All other          underlying
                                                           Salary           Bonus        compensation         options
Name and Principal Position                 Year            ($)              ($)             ($)                 (#)
---------------------------                 ----          -------          -------       ------------      --------------
<S>                                         <C>           <C>              <C>           <C>               <C>
William Walters (1)                         2004          108,333               --                 --             300,000
Chairman of the Board                       2003               --               --                 --                  --
                                            2002               --               --                 --             100,000

Richard Serbin                              2004          170,833           50,000                 --             300,000
Chief Executive Officer                     2003           62,500               --                 --                  --
                                            2002               --               --                 --             112,000

Anthony Bonelli (2)                         2004           75,000          100,000                 --             250,000
President, Chief Operating Officer

Joseph McSherry (3)                         2004           75,833               --                 --             300,000
Chief Financial Officer
</TABLE>

(1) Mr. Walters did not begin receiving his salary until June 2004. Currently,
he is compensated at the rate of $200,000 per year

(2) Mr. Bonelli joined the Company in August 2004 and is compensated at the rate
of $200,000 per year.

(3) Mr. McSherry joined the Company in June 2004 and is compensated at the rate
of $140,000 per year.

                                       23
<PAGE>

                        OPTION GRANTS IN LAST FISCAL YEAR

                                Individual Grants

The following table summarizes the options granted to each of the Named
Executives in 2004

                     Number of
                     securities      Percent of
                     underlying     total options  Exercise
                      options        granted to     or base
                      granted        employees in   price         Expiration
Name                    (#)          fiscal year   ($/Share)         date
----                 ----------     -------------  --------       ----------
William Walters       300,000           17.9%       $ 3.00          8/6/2009
Richard Serbin        300,000           17.9%       $ 3.00          8/6/2009
Anthony Bonelli       250,000           14.9%       $ 3.00         8/20/2009
Joseph McSherry       300,000           17.9%       $ 3.00          8/6/2009

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

The following table summarizes the options that were exercised by the Named
Executives in 2004 and the value of the remaining unexercised options at
December 31, 2004.

<TABLE>
<CAPTION>
                                                                      Number of
                                                                     securities
                                                                     underlying               Value of
                                                                     unexercised            unexercised
                                                                  options at fiscal         in-the-money
                              Shares                                  year-end           options at fiscal
                            acquired on                                  (#)                year end ($)
                             exercise        Value realized         Exercisable/            Exercisable/
Name                            (#)                ($)              Unexercisable        Unexercisable (1)
----                        ------------     ---------------      ------------------     -----------------
<S>                         <C>              <C>                  <C>                    <C>
William Walters                 --                 --                    400,000/0          $200,000/$0
Richard Serbin                  --                 --                    412,000/0          $224,000/$0
Anthony Bonelli                 --                 --              100,000/150,000          $      0/$0
Joseph McSherry                 --                 --              100,000/200,000          $      0/$0
</TABLE>

(1) Our common stock did not trade on an established exchange or on the over the
counter market in 2004. The dollar value of these options was based on a stock
price of $3.00 per share which is the price at which we sold shares of our
common stock in private transactions in December 2004.

Director Compensation

In connection with their appointment as Directors of our Company on October 1,
2004, Mr. Favia, Mr. Mullarkey and Dr. Kitatani were each granted options to
purchase 25,000 shares of our common stock at an exercise price of $3.00 per
share. These options vested immediately on October 1, 2004, the date of grant.

None of our directors received any compensation for serving in such capacity
during fiscal 2004.

                                       24
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

The following table sets forth information as of March 31, 2005 regarding the
beneficial ownership of our Common Stock, based on information provided by (i)
each of our executive officers and directors; (ii) all executive officers and
directors as a group; and (iii) each person who is known by us to beneficially
own more than 5% of the outstanding shares of our Common Stock.

Unless otherwise indicated, the address of each beneficial owner is in care of
Optigenex Inc., 750 Lexington Avenue, Sixth Floor, New York, New York 10022.
Unless otherwise indicated, we believe that all persons named in the following
table have sole voting and investment power with respect to all shares of Common
Stock that they beneficially own.

For purposes of this table, a person is deemed to be a beneficial owner of the
securities if that person has the right to acquire such securities within 60
days of March 31, 2005 upon the exercise of options or warrants. In determining
the percentage ownership of the persons in the table below, we assumed in each
case that the person exercised all options and warrants which are currently held
by that person and which are exercisable within such 60 day period, but that
options and warrants held by all other persons were not exercised, and based the
percentage ownership on 9,850,141 shares outstanding on March 31, 2005.

<TABLE>
<CAPTION>
                                                                          Percentage of
                                          Number of Shares             Shares Beneficially
Name and Address of Beneficial Owner     Beneficially Owned                 Owned (1)
------------------------------------     ------------------            -------------------
<S>                                      <C>                           <C>
William Walters                             1,410,000          (2)             13.8%
Richard Serbin                              1,397,000          (3)             13.6%
Anthony Bonelli                               150,000          (4)              1.5%
Joseph McSherry                               100,000          (5)              1.0%
James Favia                                    25,000          (6)
                                                                                   *
Kenji Kitatani                                 50,000          (7)
                                                                                   *
Michael Mullarkey                             125,000          (8)              1.3%
Vincent Giampapa                            1,260,000          (9)             12.4%
Ronald Pero                                   529,819         (10)              5.4%

All directors and executive officers
  as a group (7 persons)                    3,257,000                          29.6%
</TABLE>

* less than 1.0%

(1) Computed based upon the total number of shares of common stock underlying
options held by that person which are exercisable within 60 days of March 31,
2005.

(2) Includes options to purchase 400,000 shares of our common stock.

(3) Includes options to purchase 412,000 shares of our common stock.

(4) Includes options to purchase 150,000 shares of our common stock. Does not
include options to purchase 100,000 shares that are not exercisable within 60
days of March 31, 2005.

(5) Includes options to purchase 100,000 shares of our common stock. Does not
include options to purchase 200,000 shares that are not exercisable within 60
days of March 31, 2005.

(6) Includes options to purchase 25,000 shares of our common stock.

(7) Includes options to purchase 50,000 shares of our common stock.

(8) Includes options to purchase 25,000 shares of our common stock.

(9) Includes options to purchase 300,000 shares of our common stock.

(10) Includes options to purchase 25,000 shares of our common stock.

                                       25
<PAGE>

Securities Authorized for Issuance Under Equity Compensation Plans

The following table details information regarding our existing equity
compensation plans as of December 31, 2004.

Equity Compensation Plan Information

<TABLE>
<CAPTION>
                                                                                                 Number of
                                                                                                 securities
                                                                                            remaining available
                                                                                            for future issuance
                                                                                                 under equity
                                          Number of securities       Weighted average        compensation plans
                                            to be issued upon        exercise price of           (excluding
                                               exercise of              outstanding              securities
                                          outstanding options,       options, warrants      reflected in column
                                           warrants and rights          and rights                  (a))
Plan Category                                      (a)                      (b)                     (c)
-------------                             --------------------       -----------------      -------------------
<S>                                       <C>                        <C>                    <C>
Equity compensation plans approved by
security holders                                1,675,000                  $3.00                 3,325,000
                                                ---------              ---------                 ---------
Equity compensation plans not
approved by security holders                    1,511,063                  $2.15                        -0-
                                                ---------              ---------                 ---------

Total                                           3,186,063                  $2.60                 3,325,000
                                                =========              =========                 =========
</TABLE>

In July 2004, our shareholders approved the 2004 Stock Incentive Plan (the
"Plan"). The purpose of the Plan is to further the growth of Optigenex by
allowing the Company to compensate employees and consultants who have provided
bona fide services to the Company, through the award of Common Stock of the
Company. The maximum number of shares of common stock that may be issued under
the Plan is 5,000,000.

The Board of Directors is responsible for the administration of the Plan and has
full authority to grant awards under the Plan. Awards may take the form of (i)
Stock Options, (ii) Restricted Stock, (iii) Deferred Stock, and/or (iv) Other
Stock-Based Awards. The Board of Directors has the authority to determine; (a)
the employees and other persons that will receive awards under the Plan, (b) the
number of shares covered by each award to be granted to each employee or other
person, and (c) the exercise price, term and vesting periods, if any, in
connection with the granting of an award.

NON-PLAN OPTIONS

Prior to the merger with Vibrant Health International in July 2004, we issued in
the aggregate, options to purchase 681,895 shares to purchase our common stock
to various employees and consultants. These options have exercise prices ranging
from $0.01 to $2.00. All of the options vested immediately on the dates of the
respective grants and have a life of five years. In October 2004, we issued in
the aggregate, options to purchase 2,392,500 shares of our common stock to
consultants. These options have an exercise price of $3.00 and a term of five
years from the respective dates of grant. All of these options vested
immediately on the dates of grant.

                                       26
<PAGE>

Item 12. Certain Relationships and Related Transactions

During the fiscal years ended December 31, 2004 and 2003, we had the following
related party transactions:

Dr. Vincent Giampapa, a principal stockholder of our Company, purchased
approximately $85,000 and $18,000 of our products in fiscal 2004 and 2003,
respectively. In addition, in fiscal 2004, we sold approximately $72,000 of our
products to a company in which Dr. Giampapa has a significant ownership
interest. We also paid Dr. Giampapa consulting fees in the amounts of $55,073
and $77,000 in 2004 and 2003, respectively.

In fiscal 2004, we paid approximately $97,000 in commissions and issued 30,500
warrants to Sands Brothers Inc., a New York based investment bank, in connection
with private sales of our common stock. In addition, we paid Sands Brothers
$40,000 in connection with a consulting agreement. At the time of these
transactions, Mr. William Walters, our Chairman of the Board and a significant
stockholder, was the Vice-Chairman of Sands Brothers.

On October 1, 2004, we entered into a one year Service Agreement with
Communications Policy and Management Corporation ("CPMC"), a corporation owned
by Dr. Kenji Kitatani, a member of our Board of Directors. The purpose of this
agreement is to secure the services of Dr. Kitatani as our business
representative in Japan. Pursuant to this agreement, we pay a consulting fee of
$13,000 per month to CPMC. Dr. Kitatani was also granted options to purchase
50,000 shares of our common stock at an exercise of $3.00 per share. These
options vested immediately on October 1, 2004, the date of the grant.

Item 13. Exhibits

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

2.1          Asset Purchase Agreement dated as of July 30, 2004 by and among
             Vibrant Health International, Optigenex Acquisition Corp., Thomas
             H. McAdam and Optigenex Inc. (i)

2.2          Certificate of Ownership and Merger of Vibrant Health International
             into Optigenex Merger Inc. (i)

2.3          Asset Purchase Agreement dated November 6, 2003 by and among
             Optigenex Inc. CampaMed LLC, the Pero Family Limited Partnership,
             Ronald W. Pero, Michael W. Moers, Gerald E. Morris, Oxigene, Inc.,
             E. Gerald Kay, Allen Williams and Anthony Worth (iv)

3.1          Certificate of Incorporation of Registrant - formerly known as
             Optigenex Merger Inc. (i)

3.2          By-laws of Optigenex Inc. (i)

10.1         Service Agreement dated as of October 1, 2004 by and between
             Communications Policy and Management Corporation and Optigenex
             Inc. (ii)

10.2         Employment Agreement dated as of April 10, 2003 by and between
             Kronogen Sciences Inc. (predecessor to Old Optigenex) and Richard
             Serbin. (iii)

10.3         Employment Agreement dated as of April 10, 2003 by and between
             Kronogen Sciences Inc. (predecessor to Old Optigenex) and William
             Walters. (iii)

10.4         Employment Agreement dated as of April 4, 2003 between Kronogen
             Sciences Inc. (predecessor to Old Optigenex) and Dr. Vincent C.
             Giampapa. (iii)

10.5         Employment Agreement dated as of  June 15, 2004 by and between Old
             Optigenex and Joseph W. McSherry. (iii)

10.6         Employment Agreement dated as of August 16, 2004 by and between
             Optigenex Inc. and Anthony Bonelli. (iii)

10.7         Optigenex Inc. 2004 Incentive Stock Plan (iii)

10.8         Exclusive License dated April 4, 2003 by and among The Giampapa
             Institute for Anti-Aging Medical Therapy and Dr. Vincent C.
             Giampapa (collectively as licensor) and Optigenex Inc. (f/k/a
             Kronogen Sciences Inc.) (as licensee) (iv)

                                       27
<PAGE>

10.11        Agreement dated November 6, 2003 by and among Optigenex, Pierre
             Apraxine, Michael L.K. Hwang as executor for the Estate of John B.
             Elliott, Anthony Christian Flood and Peter Koepke (iv)

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

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

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

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

(i) Incorporated by reference to our Form 8-K filed on August 12, 2004.

(ii) Incorporated by reference to our Form 8-K filed on October 7, 2004.

(iii) Incorporated by reference to our Form 10-QSB filed on January 24, 2005.

(iv) Filed herewith

Item 14. Principal Accountant Fees and Services

Our Principal Accountant, Goldstein Golub Kessler LLP (the "Firm") has a
continuing relationship with American Express Tax and Business Services Inc.
("TBS") from which it leases auditing staff who are full time, permanent
employees of TBS and through which its partners provide non-audit services. As a
result of this arrangement, the Firm has no full time employees and therefore,
none of the audit services performed, were provided by permanent full-time
employees of the Firm. The Firm manages and supervises the audit and audit
staff, and is exclusively responsible for the opinion rendered in connection
with its examination.

Other services, which do not include Financial Information System Design and
Implementation fees, have been provided by TBS. Such fees are related to
corporate tax return preparation.

The following is a summary of the fees billed to the Company by Goldstein Golub
Kessler LLP for professional services rendered for the fiscal years ended
December 31, 2003 and 2004.

                                           2003            2004
                                           ----            ----
Audit Fees                                $35,000        $80,000

We do not currently have a standing audit committee and are in the process of
forming an audit committee.

                                       28
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

OPTIGENEX INC.

/s/ Anthony Bonelli
-----------------------------------------------------
Anthony Bonelli, Chief Executive Officer and Director

Dated: February 7, 2006

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Signature                     Title                                 Date
---------                     -----                                 ----

/s/ Anthony Bonelli       Chief Executive Officer               February , 2006
    -----------------     and Director (Principal
    Anthony Bonelli       Executive Officer)

/s/ Joseph McSherry       Chief Financial Officer               February , 2006
    -----------------     (Principal Accounting Officer)
    Joseph McSherry

/s/ William Walters       Chairman of the Board                 February , 2006
    -----------------
    William Walters

/s/ James Favia           Director                              February , 2006
    -----------------
    James Favia

/s/ Kenji Kitatani        Director                              February , 2006
    -----------------
    Kenji Kitatani

/s/ Michael Mullarkey     Director                              February , 2006
    -----------------
    Michael Mullarkey

                                       29
<PAGE>

OPTIGENEX INC.
FINANCIAL STATEMENTS
DECEMBER 31, 2004

                                 OPTIGENEX INC.

                                    CONTENTS

                                                               December 31, 2004
================================================================================

Report of Independent Registered Public Accounting Firm                      F-1

Financial Statements:

 Balance Sheet                                                               F-2
 Statement of Operations                                                     F-3
 Statement of Stockholders' Equity                                           F-4
 Statement of Cash Flows                                                     F-5
 Notes to Financial Statements                                        F-6 - F-16

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Optigenex Inc.

We have audited the accompanying balance sheets of Optigenex Inc. as of December
31, 2003 and 2004, and the related statements of operations, stockholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Optigenex Inc. as of December
31, 2003 and 2004, and the results of its operations and its cash flows for the
years then ended in conformity with United States generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 21 to the
financial statements, the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters is also described in Note 21. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

March 3, 2005

                                       F-1
<PAGE>

                                 OPTIGENEX INC.
                                  BALANCE SHEET
                                  December 31,

                                                       2003            2004
                                                   ------------    ------------
ASSETS

Current Assets:
  Cash                                             $     67,944    $  1,196,568
  Accounts receivable                                                    80,761
  Inventories                                           560,151       2,041,699
  Prepaid expenses and other current assets               8,094         321,822
                                                   ------------    ------------
    Total current assets                                636,189       3,640,850

Property and equipment, at cost, net of
  accumulated depreciation of $ 6,267
  and $36,741, respectively                              48,351         146,720

Intangible assets, net                                5,748,700       4,033,484

Other assets                                                             63,919
                                                   ------------    ------------

    Total Assets                                   $  6,433,240    $  7,884,973
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses            $    502,941    $  1,095,861
  Notes payable                                         219,372
  Loans payable - stockholders                           15,000
                                                   ------------    ------------

      Total current liabilities                         737,313       1,095,861
                                                   ------------    ------------

Commitments

Stockholders' Equity:
  Preferred stock - $0.001 par value;
    authorized 5,000,000 shares, none
    issued
  Common stock - $0.001 par value;
    authorized 100,000,000 shares, issued
    and outstanding 7,053,635 and 9,456,140
    shares, respectively                                  7,054           9,457
  Additional paid-in capital                          8,467,196      15,351,139
  Accumulated deficit                                (2,778,323)     (8,571,484)
                                                   ------------    ------------
    Stockholders' equity                              5,695,927       6,789,112
                                                   ------------    ------------
    Total Liabilities and Stockholders'
      Equity                                       $  6,433,240    $  7,884,973
                                                   ============    ============

                       See Notes to Financial Statements

                                       F-2
<PAGE>

                                 OPTIGENEX INC.
                             STATEMENT OF OPERATIONS
                             YEAR ENDED DECEMBER 31,

                                                       2003             2004
                                                   ------------    ------------

Net sales                                          $     45,845    $    339,065

Cost of sales                                            16,627         229,675
                                                   ------------    ------------

Gross profit                                             29,218         109,390

Selling, general and administrative expenses          2,656,560       4,497,351

Impairment of intangible assets                                       1,405,200
                                                   ------------    ------------

Net loss                                           $ (2,627,342)   $ (5,793,161)
                                                   ============    ============

Net loss per common share - basic and diluted      $      (0.61)   $      (0.72)
                                                   ============    ============

Weighted-average number of common
 shares outstanding - basic and diluted               4,321,815       8,071,439
                                                   ============    ============

                        See Notes to Financial Statements

                                       F-3
<PAGE>

                                 OPTIGENEX INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                          Year ended December 31, 2004

<TABLE>
<CAPTION>
                                            Common Stock         Additional
                                      Number of                    Paid-in     Accumulated    Stockholders'
                                        Shares       Amount        Capital        Deficit        Equity
                                    ------------  ------------  ------------   ------------   ------------
<S>                                 <C>           <C>           <C>            <C>            <C>
Balance at January 1, 2003             2,500,000  $      2,500  $    247,500   $   (150,981)  $     99,019

Issuance of common stock
  for cash                             1,100,000         1,100     2,023,900                     2,025,000

Issuance of common stock
  for services                           227,500           228       454,772                       455,000

Issuance of common stock
  in conversion of debt                  105,000           105       209,895                       210,000

Issuance of common stock
  and options for acquisitions         2,556,250         2,556     5,409,944                     5,412,500

Issuance of options to consultants                                   121,750                       121,750

Net loss                                                                         (2,627,342)    (2,627,342)
                                    ------------  ------------  ------------   ------------   ------------
Balance at December 31, 2003           6,488,750         6,489     8,467,761     (2,778,323)     5,695,927

Issuance of common stock for cash      2,377,505         2,378     6,344,628                     6,347,006

Effect of recapitalization on
  July 30, 2004                          564,885           565          (565)

Issuance of options to consultants                                   514,340                       514,340

Exercise of stock options                 25,000            25        24,975                        25,000

Net loss                                                                         (5,793,161)    (5,793,161)
                                    ------------  ------------  ------------   ------------   ------------
Balance at December 31, 2004           9,456,140  $      9,457  $ 15,351,139   $ (8,571,484)  $  6,789,112
                                    ============  ============  ============   ============   ============
</TABLE>

                        See Notes to Financial Statements

                                       F-4
<PAGE>

                                 OPTIGENEX INC.
                             STATEMENT OF CASH FLOWS
                             Year ended December 31,

<TABLE>
<CAPTION>
                                                                    2003              2004
                                                                ------------      ------------
<S>                                                             <C>               <C>
Cash flows from operating activities:
  Net loss                                                      $ (2,627,342)     $ (5,793,161)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Amortization of intangible assets                                159,700           400,218
    Depreciation                                                       6,267            30,474
    Stock-based compensation                                         576,750           514,340
    Impairment of intangible assets                                                  1,405,200
    Exercise of stock options in exchange for services                                  25,000
    Changes in operating assets and liabilities,
     excluding the effects of acquisitions:
      Increase in accounts receivable                                                  (80,761)
      Increase in inventories                                       (560,151)       (1,481,548)
      (Increase) decrease in prepaid expenses
       and other current assets                                      100,156          (313,728)
      Increase in other assets                                                         (63,919)
      Increase in accounts payable and accrued
       expenses                                                      318,020           592,920
                                                                ------------      ------------
        Net cash used in operating activities                     (2,026,600)       (4,764,965)
                                                                ------------      ------------

Cash flows from investing activities:
  Patent costs                                                       (69,309)          (90,202)
  Purchases of property and equipment                                (29,618)         (128,843)

                                                                ------------      ------------
        Cash used in investing activities                            (98,927)         (219,045)
                                                                ------------      ------------

Cash flows from financing activities:
  Proceeds from the issuance of common stock                       2,025,000         6,347,006
  Increase in (repayment of) loans payable - stockholder             225,000           (15,000)
  Payments on notes payable                                          (56,529)         (219,372)
                                                                ------------      ------------
        Net cash provided by financing activities                  2,193,471         6,112,634
                                                                ------------      ------------

Net increase in cash                                                  67,944         1,128,624
Cash at beginning of year                                                               67,944
                                                                ------------      ------------
Cash at end of year                                             $     67,944      $  1,196,568
                                                                ============      ============
Supplemental schedule of noncash investing and
  financing activities:

  Stockholder loans converted into common stock                 $    210,000
                                                                ============
  Issuance of common stock and options for services             $    576,750      $    381,325
                                                                ============      ============
  Issuance of common stock and options for acquisitions         $  5,412,500
                                                                ============
  Exercise of stock options in exchange for services                              $     25,000
                                                                                  ============
  Notes payable issued for acquisitions                         $    323,080
                                                                ============
</TABLE>

                        See Notes to Financial Statements

                                       F-5
<PAGE>

                                 OPTIGENEX INC.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004

1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Optigenex Inc. (the "Company") is engaged in the business of developing and
marketing proprietary products based on its patented compound known as AC-11.

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, 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.

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

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

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

The Company reviews long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. An asset is considered to be impaired when the sum of the
undiscounted future net cash flows expected to result from the use of the asset
and its eventual disposition exceeds its carrying amount. The amount of
impairment loss, if any, is measured as the difference between the net book
value of the asset and its estimated fair value. At December 31, 2004,
management performed an evaluation of the carrying value of its intangible
assets, which consist primarily of patents and patents pending that were
acquired in 2003 (See Note 4 - Acquisitions and Note 7 - Intangible Assets). In
connection with this review, management determined that certain of such patents
and patents pending were permanently impaired and an impairment charge of
$1,405,200 was taken to reflect the write-off of the net book value of the
impaired assets.

The estimated fair value of notes payable and loans payable - stockholders
approximates the carrying amount due to the short-term nature of the
instruments.

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.

Deferred income taxes are provided for the differences between the bases of
assets and liabilities for financial reporting and income tax purposes. A
valuation allowance is established when necessary to reduce deferred tax assets
to the amount expected to be realized.

Depreciation of property, plant and equipment is provided for by the
straight-line method over the estimated useful lives of the related assets.

Shipping costs are included in cost of sales and amounted to approximately
$1,000 and $8,600 for the years ended December 31, 2003 and 2004, respectively.

Research and development costs are expensed when incurred. Research and
development costs were approximately $418,000 and $416,000 for the years ended
December 31, 2003 and 2004 respectively.

                                       F-6
<PAGE>

                                 OPTIGENEX INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (continued)

Footnote 1 (cont.)

Costs incurred for producing and communicating advertising are expensed as
incurred and included in selling, general and administrative expenses in the
accompanying statement of operations. Advertising expenses approximated $216,000
and $127,000 for the years ended December 31, 2003 and 2004, respectively.

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:

Year ended December 31,                       2003                2004
                                         --------------      --------------

Reported net loss                        $   (2,627,342)     $   (5,793,161)

Deduct: total stock-based employee
  compensation expense determined
  under fair value based method
  for all awards, net of
  related tax effects                                --            (613,822)
                                         --------------      --------------

Proforma net loss                        $   (2,627,342)     $   (6,406,983)

Reported net loss per share
  - basic and diluted                    $        (0.61)     $        (0.72)

Proforma net loss per share
  - basic and diluted                    $        (0.61)     $        (0.79)

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 years ended December
31, 2003 and 2004. As the Company is a small business issuer, this standard
becomes effective on January 1, 2006. Management does not believe that any other
recently issued, but not yet effective, accounting standards if currently
adopted would have a material effect on the accompanying financial statements.

Certain 2003 amounts have been reclassified, where appropriate, to conform to
the 2004 presentation.

                                       F-7
<PAGE>

                                 OPTIGENEX INC.
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 2004
                                  (continued)

2. MERGER WITH VIBRANT HEALTH INTERNATIONAL:

On July 30, 2004, Optigenex Inc. ("Optigenex") entered into an Asset Purchase
Agreement (the "Transaction") with Vibrant Health International, a Nevada
corporation ("Vibrant"), Optigenex Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Vibrant ("Acquisition Corp"), and Thomas McAdam
("McAdam), who, prior to the closing of the Transaction, was the principal
shareholder and the sole officer and director of Vibrant.

Vibrant was holding company that conducted its business of selling nutraceutical
products through its wholly owned subsidiary Vibrant Health Inc. a Colorado
corporation ("VHI"). At the time of the Transaction, in addition to Acquisition
Sub and VHI, Vibrant also had another wholly owned subsidiary, Optigenex Merger
Inc., a Delaware corporation ("Merger Inc."). Prior to the closing of this
Transaction on July 30, 2004, Vibrant sold 100% of the common stock of VHI to
McAdam in exchange for 3,417,560 shares of Vibrant that were owned by McAdam.
These shares were cancelled and returned to the treasury of Vibrant. This
reduced the total number of shares outstanding of Vibrant from 4,360,600 to
943,040. Simultaneously, Vibrant affected a .599 to 1 reverse split of its
common shares which reduced the total number of shares outstanding to 564,885.

In this Transaction, Acquisition Sub purchased all of the assets and assumed all
of the liabilities of Optigenex in exchange for 8,621,255 shares of Vibrant
common stock ("Vibrant Shares"). When added to the 564,885 shares of Vibrant
outstanding at the time of the transaction, the 8,621,255 shares issued to
Optigenex represented approximately 94% of Vibrant's common stock outstanding
immediately after the Transaction. The 8,621,255 shares issued to Optigenex were
equal to the total number of Optigenex shares outstanding on July 30, 2004, the
date of the Transaction. Vibrant also issued 681,895 options ("Substitute
Options") and 111,668 warrants ("Substitute Warrants") to purchase shares of
Vibrant common stock to Optigenex. The number of Substitute Options and
Substitute Warrants were equal to the number of Optigenex options and warrants
that were issued and outstanding on the date of the Transaction. The issuance of
the Substitute Options and Substitute Warrants had no accounting consequence
since the aggregate intrinsic value of the Substitute Options and Substitute
Warrants immediately after the issuance was not greater than the aggregate
intrinsic value before the issuance and the ratio of the exercise price per
share to the fair value per share was not reduced. Additionally, the issuance
did not accelerate the vesting or extend the life of the options and warrants.
Simultaneous with the closing of the Transaction on July 30, 2004, Vibrant
merged with and into its wholly owned Delaware subsidiary Merger Inc. with
Merger Inc. being the surviving corporation. Also on July 30, 2004, Optigenex
distributed its remaining assets, which consisted of the Vibrant Shares, the
Substitute Options and the Substitute Warrants, directly to its shareholders,
option holders and warrant holders. This distribution of the assets of Optigenex
had no accounting consequence to Merger Inc. as Optigenex was a separate legal
entity unrelated to Merger Inc. Upon the dissolution of Optigenex on July 30,
2004, the name Optigenex Inc. was available and Merger Inc. changed its name to
Optigenex Inc. ("Optigenex", "Company", "we", "our", "us").

On August 25, 2004, Acquisition Sub, which contained the assets and liabilities
that were acquired in the Transaction, merged with and into Optigenex with
Optigenex being the surviving corporation. The effect of this merger was to
eliminate Acquisition Sub as a legal subsidiary of Optigenex.

At the time of the Transaction, Vibrant was a non-operating shell corporation
with nominal assets and as such, it did not meet the definition of a business
under EITF 98-3 "Determining Whether a Non-monetary Transaction Involves Receipt
of Productive Assets or of a Business" since it did not contain any of the
inputs described in EITF 98-3 such as long lived assets, intellectual property,
the ability to obtain access to necessary materials or rights, or employees.
Optigenex was a private operating company which, on the date of the Transaction,
had assets which consisted of cash, property and equipment, and intellectual
property such as patents, patents pending, trademarks and trade names and as
such, it did meet the definition of a business under EITF 98-3. Since the
stockholders of Optigenex owned in the aggregate 94% of the issued and
outstanding common stock of Vibrant upon the closing of the Transaction,
Optigenex was deemed to be the acquirer for accounting purposes. Accordingly,
the Transaction was accounted for as a recapitalization of Optigenex and not a
business combination.

The historical financial statements for all periods presented herein are the
historical financial statements of Optigenex. There was no effect on the
historical stockholders' equity accounts of Optigenex as a result of the
Transaction except for an adjustment to common stock offset by an adjustment to
paid in capital to reflect the par value of the 564,885 shares owned by the
Vibrant shareholders. For the purpose of computing loss per share for 2004, the
564,885 shares retained by the Vibrant shareholders have been included in the
calculation of weighted average shares outstanding as of July 30, 2004, the date
of the Transaction.

3. LOSS PER SHARE:

Basic loss per share is computed by dividing net loss by the weighted-average
number of shares of common stock outstanding during the period. Diluted earnings
per share gives effect to dilutive options, warrants and other potential common
stock outstanding during the period. Potential common stock, consisting of
options and warrants outstanding of 706,895 and 3,186,063 for the years ended
December 31, 2003 and 2004, respectively, have not been included in the
computation of diluted loss per share, as the effect would be anti-dilutive.

                                       F-8
<PAGE>

                                 OPTIGENEX INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (continued)

4. ACQUISITIONS:

On April 4, 2003, the Company acquired certain assets of the Giampapa Institute
for Anti-Aging Medical Therapy and Optigene-X, LLC (collectively "Giampapa").
The acquisition provided the Company with an exclusive license to certain
patents that it uses in its business.

The purchase price amounted to $2,973,080, consisting of 1,400,000 shares of
common stock valued at $2,800,000 and the issuance of a note payable of $173,080
to an individual for the release of his license agreement to utilize the
patents. The value of the common stock issued in connection with the transaction
was $2.00 per share, which was based on sales of common stock in close proximity
to the transaction, to unrelated parties.

The purchase price was allocated to the patents and patents pending that are the
subject of the exclusive license agreement. These patents and patents pending
have a weighted average useful life of 11 years.

On November 6, 2003, the Company acquired certain assets and assumed certain
liabilities of CampaMed LLC ("CampaMed"). The acquisition provided the Company
with certain patents that it uses in its business.

The purchase price amounted to $2,891,012, consisting of 1,156,250 shares of
common stock valued at $2,312,500, the issuance of a note payable of $150,000
and the assumption of liabilities totaling $128,512. The value of the common
stock issued in connection with the transaction was $2.00 per share, which was
based on sales of common stock in close proximity to the transaction, to
unrelated parties. In addition, the Company issued options to purchase 150,000
shares of its common stock at an exercise price of $0.001 which were valued at
$300,000.

The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed at the date of acquisition. Such fair values were
determined based on estimates.

Property and equipment                                              $    25,000
Intangible assets                                                     2,866,012
                                                                    -----------
Total assets acquired                                                 2,891,012

Current liabilities assumed                                            (128,512)

Notes payable                                                          (150,000)
                                                                    -----------
Net assets acquired                                                 $ 2,612,500
                                                                    ===========

Of the $2,866,012 of acquired intangible assets, $251,634 was assigned to
registered trademarks, trade names and copyrights, and $2,614,378 was assigned
to patents and patents pending which have weighted-average useful lives of
approximately 12 and 10 years, respectively.

Additionally, the Company is required to make additional payments to the seller
based on a percentage of sales from certain products, as defined in the
agreement. The payments are conditional upon sales and will not exceed $500,000.
Payments of this contingent purchase price will be recorded as additional costs
of the acquisition as incurred. In 2004, the Company made payments totaling
approximately $27,500 pursuant to this obligation.

The following summarized pro forma consolidated statement of income (unaudited)
assumes the acquisitions occurred at January 1, 2003:

                                       F-9
<PAGE>

                                 OPTIGENEX INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (continued)

Net sales                                              $    45,845
Net loss                                                (2,813,122)
Net loss per common share - basic and diluted          $     (0.65)

5. INVENTORIES:

Inventories consist of the following:

December 31,                                      2003            2004
------------                                   ----------      ----------
Raw materials                                  $   71,690      $1,640,499
Finished goods                                    488,461         401,200
                                               ----------      ----------
                                               $  560,151      $2,041,699
                                               ==========      ==========

6. PROPERTY AND EQUIPMENT:

Property and equipment, at cost, consists of the following:

December 31,                         2003           2004       Useful Life
------------                      ---------      ---------     ------------
Office equipment                  $   7,068      $  69,751     3 to 7 years
Leasehold improvements                              66,160          3 years
Production equipment                 47,550         47,550     3 to 7 years
                                  ---------      ---------     ------------
                                     54,618        183,461
Less accumulated depreciation        (6,267)       (36,741)
                                  ---------      ---------

                                  $  48,351      $ 146,720
                                  =========      =========

7. INTANGIBLE ASSETS:

Intangible assets, at cost, consist of the following:

<TABLE>
<CAPTION>
December 31,                                 2003                            2004
------------                     ----------------------------    ----------------------------
                                    Gross        Accumulated        Gross        Accumulated
                                    Amount       Amortization       Amount       Amortization
                                 ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>
Trademarks, trade names
 and copyrights                  $    251,634    $      4,194    $    259,712    $     29,842
Patents                             4,466,715         155,506       3,193,603         530,076
Patents pending                     1,190,051               0       1,140,087               0
                                 ------------    ------------    ------------    ------------
                                 $  5,908,400    $    159,700    $  4,593,402    $    559,918
                                 ============    ============    ============    ============
</TABLE>

                                      F-10
<PAGE>

                                 OPTIGENEX INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (continued)

The Company's long-lived assets and certain identified intangible assets such as
patents, patents pending and trademarks are reviewed in accordance with
Statement of Financial Accounting Standard No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144") whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. At December 31, 2004, management has determined that six of the
seven patents and one of the two patents pending that were licensed in
connection with the Giampapa Acquisition will not be utilized and are not
expected to generate any revenue for the foreseeable future. These patents
relate to various implantable and subcutaneous therapeutic agent delivery
systems. Accordingly, an impairment charge of $1,405,200 was taken to reflect
the write-off of the net book value of the impaired assets. Of the total
impairment charge, $1,355,236 related to six licensed patents and $49,964
related to one licensed patent pending. The remaining patent and patent pending
that were licensed from Giampapa pertain to formulations for the Company's
nutritional supplement products. The patent pending was issued on January 1,
2004.

Patents are amortized over periods ranging from of 12 to 18 years, which
represents the remaining lives of the patents. Patent pending applications will
be amortized when the patents are issued. Trademarks, trade names and copyrights
are being amortized over 10 years, the remaining estimated useful lives.

Amortization expense amounted to approximately $160,000 and $400,000 for the
year ended December 31, 2003 and December 31, 2004, respectively. Estimated
amortization expense for the next five years is as follows:

Year ending December 31,

        2005                            223,000
        2006                            223,000
        2007                            223,000
        2008                            223,000
        2009                            223,000

8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consist of the following:

December 31,                                       2003                2004
------------                                   ------------        ------------
Trade accounts payable                         $    102,187        $    871,359
Accrued professional fees                           316,076              55,000
Accrued salaries                                     37,500              70,041
Other                                                47,178              99,461
                                               ------------        ------------
                                               $    502,941        $  1,095,861
                                               ============        ============

9. NOTES PAYABLE:

Notes payable consisted of obligations originated upon the Company's
acquisitions during 2003. The notes are non-interest bearing and due upon
demand. These notes payable were paid off in their entirety in 2004.

December 31,                                     2003
------------                                   --------
Giampapa acquisition                           $128,080
CampaMed acquisition                             91,292
                                               --------
                                               $219,372
                                               ========

                                      F-11
<PAGE>

                                 OPTIGENEX INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (continued)

10. LOANS PAYABLE - STOCKHOLDERS

Loans payable - stockholders consists of a working capital loan made to the
Company. The loan is noninterest-bearing and was repaid in March 2004.

In December 2003, the Company issued 105,000 shares of common stock to
stockholders in conversion of $210,000 of loans payable.

11. COMMITMENTS AND CONTINGENCIES:

In June 2004, the Company entered into a noncancelable operating lease for
office space expiring March 31, 2007. The aggregate minimum future payments
under the lease are payable as follows:

Year ending December 31,

       2005                                     217,989
       2006                                     217,989
       2007                                      54,497
                                               --------
                                               $490,475
                                               ========

The lease is subject to escalation for the Company's proportionate share of
increases in real estate taxes and porters' wages. The Company sub-leases a
portion of its office space for $4,000 per month to an unrelated company on a
month to month basis. Net rent expense charged to operations amounted to
approximately $43,000 and $169,000 for the years ended December 31, 2003 and
2004, respectively.

As of December 31, 2004, the Company has employment agreements with key
executives and employees through July 2006. The agreements provide for
approximate annual base salaries as follows:

Year ending December 31,

       2005                                     757,000
       2006                                     158,000
                                               --------
                                               $915,000
                                               ========

From time to time, the Company conducts research and development activities to
support its proprietary compound AC-11. The Company generally utilizes the
services of outside contractors such as physicians, scientists and academic
institutions. These outside contractors are compensated on an hourly or fixed
price basis. To date, the Company has not entered into any research arrangements
that require it to pay according to research and development milestones. At
December 31, 2004, the Company is not a party to any material research and
development agreement.

12. STOCKHOLDERS' EQUITY:

During 2003, the Company sold and issued 1,000,000 shares of common stock at
$2.00 per share.

During 2003, the Company issued 284,895 options to consultants for services
performed. These options consist of 30,000 options exercisable at $1.00 per
share and 254,895 options exercisable at $2.00 per share. The options vested
immediately and are exercisable for a period of five years from the date of the
respective grants. At the time of these option grants, the market value of the
Company's common stock was $3.00 per share. The value of the options aggregating
$121,750 has been included in selling, general and administrative expenses for
the year ended December 31, 2003. 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 year ended December 31,
2003: expected volatility of 0%; risk-free interest rate of 5%; expected lives
of 5 years; and no expected dividends.

                                      F-12
<PAGE>

                                 OPTIGENEX INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (continued)

Footnote 12 (cont.)

During 2004, the Company completed private sales of its common stock whereby it
sold 2,377,505 shares for net proceeds of $6,347,006. Of this amount, the
Company sold 162,500 shares at $2.00 per share and 2,215,005 shares at $3.00 per
share. The Company incurred $623,005 of commissions and legal fees related to
these private sales, including $96,700 in commissions to Sands Brothers & Co.,
Ltd., an investment banking firm. The Chairman of the Company was the Vice
Chairman of Sands Brothers & Co., Ltd. at the time of the private sales. In
connection with the private sales, the Company issued warrants to purchase
111,668 shares of its common stock to its investment bankers and agents,
including warrants to purchase 30,500 shares of common stock to Sands Brothers &
Co., Ltd. Each warrant allows the holder to purchase one share of common stock
at a price of $3.30 per share and is exercisable for a period of five years from
the respective date of grant.

During 2004, a consultant exercised an option to purchase 25,000 shares of
common stock at an exercise price of $1.00, in exchange for services rendered.
The value of the services rendered was $25,000 which was included in selling,
general and administrative expenses in the year ended December 31, 2004.

13. STOCK OPTION PLANS:

In July 2004, the Board of Directors and then sole stockholder of the Company
adopted the 2004 Stock Incentive Plan, pursuant to which 5,000,000 shares of
common stock have been reserved for issuance. The plan provides for grants of
incentive stock options, non-qualified stock options and shares of common stock
to employees, non-employee directors and others. In the case of an incentive
stock option, the exercise price cannot be less than the fair market value of
the Company's common stock on the date of grant. Vesting schedules for options
and stock awards and certain other conditions are to be determined by the Board
of Directors or a committee appointed by the Board of Directors. During August
2004, options to purchase an aggregate of 1,450,000 shares of common stock with
an exercise price of $3.00 per share were granted under this plan. At the time
of these option grants, the market value of the Company's common stock was $3.00
per share. These options were issued in the aggregate to four officers and one
director.

In October 2004, the Company issued options to purchase an aggregate of 942,500
shares of common stock to various employees and consultants. Of this amount,
options to purchase 16,000 shares of common stock at an exercise price of $0.01
and options to purchase 4,500 shares of common stock at an exercise price of
$2.00 were granted to two consultants. Of the remaining 922,000 options, 225,000
options were granted in the aggregate to two employees and three directors at an
exercise price of $3.00, and 697,000 options were granted to consultants at an
exercise price of $3.00. At the time of these option grants, the market value of
the Company's common stock was $3.00 per share. All of these options vested
immediately.

The value of the 717,500 options issued to consultants, aggregating $514,340 has
been included in selling, general and administrative expenses for the year ended
December 31, 2004. 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 year ended December 31, 2004: expected
volatility of 0%; risk-free interest rate of 5.0%; expected lives of 5 years;
and no expected dividends.

A summary of the status of the Company's options as of December 31, 2004 and
changes during the year then ended is presented below:

                                      F-13
<PAGE>

                                 OPTIGENEX INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (continued)

Footnote 13 (cont.)

                                                                      Weighted-
                                                    Number            Average
                                                      of              Exercise
                                                    Shares             Price
                                                  ----------         ----------

Outstanding at January 1, 2003                       272,000         $     1.00
Granted during 2003                                  434,895         $     1.24
                                                  ----------         ----------
Outstanding at December 31, 2003                     706,895         $     1.15

Granted during 2004                                2,392,500         $     2.98
Exercised during 2004                                (25,000)              1.00
                                                  ----------         ----------
Outstanding at December 31, 2004                   3,074,395         $     2.57
                                                  ==========         ==========
Options exercisable at December 31, 2004           2,724,395         $     2.52
                                                  ==========         ==========

The following table summarizes information for options currently outstanding and
exercisable at December 31, 2004:

<TABLE>
<CAPTION>
                             Options Outstanding                   Options Exercisable
                   ----------------------------------------     --------------------------
                                   Weighted-      Weighted-                     Weighted-
                     Shares         Average        Average        Shares          Average
Range of           Underlying      Remaining      Exercise      Underlying       Exercise
Exercise Prices      Options         Life          Price          Options         Price
---------------    ----------     ----------     ----------     ----------      ----------
<C>                <C>            <C>            <C>            <C>             <C>
$0.001                150,000     3.90 years      $   0.001        150,000      $    0.001
$0.01                  16,000     4.75 years           0.01         16,000            0.01
$1.00                 277,000     3.00 years           1.00        277,000            1.00
$2.00                 259,395     3.08 years           2.00        259,395            2.00
$3.00               2,372,000     4.66 years           3.00      2,022,000            3.00
                   ==========     ==========     ==========     ==========      ==========

$0.001-$3.00        3,074,395     3.81 years      $    2.57      2,724,395      $     2.52
                   ==========     ==========     ==========     ==========      ==========
</TABLE>

The weighted-average fair value of options granted during the years ended
December 31, 2003 and 2004 was $0.97 and $0.54 respectively.

14. INCOME TAXES

The Company has a net operating loss carryforward of approximately $5,500,000
available to offset taxable income through the year 2025.

                                      F-14
<PAGE>

                                 OPTIGENEX INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (continued)

Footnote 14 (cont.)

The tax effects of loss carryforwards and the valuation allowance that give rise
to deferred tax assets are as follows:

Net operating losses                           $ 2,200,000
Less valuation allowance                        (2,200,000)
                                               -----------
Deferred tax assets                            $        -0-
                                               ===========

The difference between income taxes computed at the statutory federal rate of
34% and the benefit for income taxes relates to the following:

December 31,                                     2003         2004
------------                                   --------     --------

Tax benefit at the federal statutory rate            34%          34%
Valuation allowance                                 (34)%        (34)%
                                               --------     --------
                                                     -0-%         -0-%
                                               ========     ========

15. RELATED PARTY TRANSACTIONS:

The following are related party transactions:

Year ended December 31,                                     2003          2004
-----------------------                                   --------      --------

Product sales to a 5% stockholder (a)                     $ 18,000      $ 84,851

Product sales to a company whose
   significant stockholder is a 5%
   stockholder of the Company (b)                                       $ 72,167

Consulting fees paid to a 5% stockholder                  $ 77,000      $ 55,073

Commissions and consulting fees to an investment
 bank whose former Vice Chairman is the Chairman
 of the Company                                                         $136,700

Consulting fees paid to a Director of the Company                       $ 39,000

Consulting fees paid to companies
 owned by a key employee                                  $ 63,000

The stockholder listed in (a) and (b) above is the same individual

The Company's two largest customers accounted for approximately 25% and 21% of
total sales for the year ended December 31, 2004. In addition, these two
customers accounting for an aggregate of 46% of total sales for the year were
the related parties (a) and (b) listed in the above table.

At December 31, 2004, 88% of accounts receivable or approximately $71,000 was
due from the two related parties (a) and (b) listed above. There were no amounts
due from related parties at December 31, 2003.

At December 31, 2004, the Company owed $8,300 to related party (a). There were
no amounts due to any related parties at December 31, 2003.

                                      F-15
<PAGE>

                                 OPTIGENEX INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (continued)

16. ROYALTY AGREEMENTS:

The Company is obligated, under a royalty agreement, to pay royalties on all
sales of certain products including any compound, substance or ingredient
derived from Cat's Claw. The maximum amount of royalties due is $347,700 and
will be paid based on sales, as defined in the agreement. During 2004, the
Company made royalty payments of approximately $27,000 in connection with this
agreement.

Additionally, in connection with the CampaMed acquisition, the Company has
assumed a royalty obligation based on sales of certain products using the Thiol
or Nicoplex Technology. The maximum amount of royalties due is $3,500,000 and
will be paid based on sales, as defined in the agreement.

17. SIGNIFICANT CUSTOMERS:

The Company's two largest customers accounted for approximately 25% and 21% of
total sales for the year ended December 31, 2004. In addition, these two
customers accounting for an aggregate of 46% of total sales for the year were
also related parties (See Note 15 - Related Party Transactions). At December 31,
2004, 61% of accounts receivable were from such related parties.

For the year ended December 31, 2003, the Company's largest customer accounted
for approximately 39% of total sales. This customer was also a related party.

18. SIGNIFICANT SUPPLIER:

The Company purchases 100% of the raw material for its products from a single
supplier located in Brazil. In addition, the Company's proprietary manufacturing
and processing equipment is located in a warehouse that is owned by this
supplier. At December 31, 2004, approximately $525,000 of inventory was
warehoused at this location.

The Company does not have a contractual arrangement with Centroflora Group
related to the production of AC-11. The Company issues purchase orders to the
manufacturer of its nutritional supplement products on an as needed basis.

19. 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-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 joint venture had no activity in 2004. The investment is included in other
assets in the accompanying balance sheet.

20. SUBSEQUENT EVENT:

Subsequent to December 31, 2004, the Company completed private sales of its
common stock, whereby it sold 394,001 shares of restricted common stock at a
price of $3.00 per share. The Company received gross proceeds of $1,182,003 and
paid $65,700 in commissions in connection with these private sales.

21. GOING CONCERN:

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern.

Management intends to raise additional equity capital through the private sale
of its common stock to continue funding its ongoing operations. Since December
31, 2004, the Company completed private sale of its common stock whereby it sold
394,001 shares of restricted common stock at a price of $3.00 per share and
received gross proceeds of $1,182,003.

There can be no assurances that the Company will be successful in raising
additional equity capital on terms acceptable to the Company or at all. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                      F-16