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

                                   FORM 10-KSB

(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|

<PAGE>

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

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I.

<S>              <C>                                                                                          <C>
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                                                                          16

Item 8.          Changes In and Disagreements With Accountants on Accounting and Financial Disclosure          17

Item 8A.         Controls and Procedures                                                                       17

Item 8B.         Other Information                                                                             17

PART III.

Item 9.          Directors, Executive Officers, Promoters and Control Persons; Compliance With Section
                 16(a) of the Exchange Act                                                                     17

Item 10.         Executive Compensation                                                                        20

Item 11.         Security Ownership of Certain Beneficial Owners and Management and Related
                 Stockholder Matters                                                                           22

Item 12.         Certain Relationships and Related Transactions                                                24

Item 13.         Exhibits                                                                                      24

Item 14.         Principal Accountant Fees and Services                                                        25


SIGNATURES                                                                                                     26

</TABLE>

<PAGE>

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.

                                     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
<PAGE>

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
<PAGE>

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
<PAGE>

                                     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 and analysis  should be read in  conjunction  with our
financial  statements and notes included elsewhere in this Annual Report on Form
10-KSB.

CRITICAL ACCOUNTING POLICIES:

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

USE OF ESTIMATES:

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

REVENUE RECOGNITION:

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

INVENTORY:

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

                                                                               9
<PAGE>

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.
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.

RESULTS OF OPERATIONS

REVENUES

Our  revenues  are derived  primarily  from the sale of our line of  nutritional
supplements  containing  AC-11(TM) directly to consumers through our website. We
also sell AC-11(TM) as a bulk ingredient to channel partners who then 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  $339,000  compared to net
sales of $46,000 for the year ended December 31, 2004. 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.

COST OF SALES

Cost of sales includes direct and indirect costs  associated with  manufacturing
AC-11(TM)  and  our  line  of  nutritional   supplement  products  that  contain
AC-11(TM).  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, professional fees related to scientific research, legal and accounting
fees, rent and other office related expenses.  Also included in SG&A are various
non-cash  expenses  such as  depreciation,  amortization  of  intangible  assets
including patents and other intellectual property, and stock-based compensation.
SG&A expenses  increased  approximately  $1,840,000 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;  (ii)  increased  professional  fees  related  to various
research  initiatives;  (iii)  increased  legal costs related to the merger with
Vibrant  Health  International;  (iv)  increased  rent  expense;  (v)  increased
depreciation; and (vi) increased amortization of intangible assets.

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.

NET LOSS

                                                                              10
<PAGE>

Net loss for the year ended  December 31, 2004 was  approximately  $5,793,000 or
$0.63 per share, compared to $2,627,000 or $0.29 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

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.

At December 31, 2004, we had cash of  approximately  $1,197,000  and net working
capital of approximately  $2,545,000.  Of the $2,545,000 in net working capital,
approximately  $2,042,000  consists of inventory.  In the next twelve months, we
expect to incur  increased  costs related to; (i) marketing and  advertising our
line of nutritional supplement products; and (ii) scientific research, including
professional  fees and  preclinical  and clinical trial expenses  related to our
biopharmaceutical development initiative.

Our future working capital requirements will depend on numerous factors,
including unforeseen costs related to our scientific research initiatives,
unexpected increases in raw material costs, increased professional fees as a
result of 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.

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.

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.

                                                                              11
<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.

                                                                              12
<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.

                                                                              13
<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.

                                                                              14
<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.

                                                                              15
<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

                                                                              16
<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.

                                                                              17
<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.

                                                                              18
<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).

                                                                              19
<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")

<TABLE>
<CAPTION>

                                                            SUMMARY COMPENSATION TABLE

                                                                                                            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.


                                                                              20
<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.

                                                                              21
<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>             <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.

                                                                              22
<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.

                                                                              23
<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

<TABLE>
<CAPTION>

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

<S>               <C>
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)
</TABLE>

                                                                              24
<PAGE>

<TABLE>
<CAPTION>
<S>               <C>
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)

</TABLE>

(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.




                                                                              25
<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/ Richard Serbin
----------------------------------------------------
Richard Serbin, Chief Executive Officer and Director

Dated: April 14, 2005

      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.

<TABLE>
<CAPTION>

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

<S>                                         <C>                                                 <C>

/s/ Richard Serbin                      Chief Executive Officer                              April 14, 2005
    --------------------                and Director (Principal Executive Officer)
    Richard Serbin

/s/ Joseph McSherry                     Chief Financial Officer                              April 14, 2005
    --------------------                (Principal Accounting Officer)
    Joseph McSherry

/s/ William Walters                     Chairman of the Board                                April 14, 2005
    --------------------
    William Walters

/s/ James Favia                         Director                                             April 14, 2005
    --------------------
    James Favia

/s/ Kenji Kitatani                      Director                                             April 14, 2005
    --------------------
    Kenji Kitatani

/s/ Michael Mullarkey                   Director                                             April 14, 2005
    --------------------
    Michael Mullarkey

</TABLE>

                                                                              26
<PAGE>


OPTIGENEX INC.
FINANCIAL STATEMENTS
DECEMBER 31, 2004


<PAGE>

                                                                  OPTIGENEX INC.

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

Report of Independent Registered Public Accounting Firm                    1

Financial Statements:

   Balance Sheet                                                           2
   Statement of Operations                                                 3
   Statement of Stockholders' Equity                                       4
   Statement of Cash Flows                                                 5
   Notes to Financial Statements                                         6 - 19


<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

<PAGE>

<TABLE>
<CAPTION>
                                                                                                 OPTIGENEX INC.

                                                                                                  BALANCE SHEET
===============================================================================================================

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

ASSETS

<S>                                                                             <C>               <C>
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

                                                                                                              2
</TABLE>

<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     $     (0.29)     $     (0.63)
                                                  ===========      ===========

Weighted-average number of common
 shares outstanding - basic and diluted             9,186,140        9,208,371
                                                  ===========      ===========

                                                See Notes to Financial Statments

                                                                               3
<PAGE>

<TABLE>
<CAPTION>

                                                                                                        OPTIGENEX INC.

                                                                                     STATEMENT OF STOCKHOLDERS' EQUITY
======================================================================================================================


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

Effect of recapitalization                    564,885             565            (565)

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            2556       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                7,053,635           7,054       8,467,196      (2,778,323)      5,695,927

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

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
                                         ============    ============    ============    ============    ============

                                                                                    See Notes to Financial Statements

                                                                                                                    4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                                        OPTIGENEX INC.

                                                                               STATEMENT OF CASH FLOWS
======================================================================================================

Year ended December 31,                                                      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
                                                                         ===========      ===========

                                                                    See Notes to Financial Statements

                                                                                                    5
</TABLE>

<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-11TM.

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.

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

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

                                                                               6
<PAGE>

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.

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                      $        (0.29)    $        (0.63)

Proforma net loss per share
  - basic and diluted                      $        (0.29)    $        (0.70)

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.,

                                                                               7
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================

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.

2. MERGER WITH VIBRANT HEALTH INTERNATIONAL:

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.

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,  with Optigenex
Merger Inc.  being the surviving  corporation.  Pursuant to the Merger,  Vibrant
then changed its name to Optigenex Inc.

For   accounting   purposes,   this   transaction   was   accounted   for  as  a
recapitalization  of Old  Optigenex.  Accordingly,  proforma  information is not
presented.   All  per  share   amounts   have  been   restated  to  reflect  the
recapitalization.

                                                                               8
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================

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  after  giving
retroactive  effect to the  recapitalization.  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.

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
                                                                     ==========

                                                                               9
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================

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:

Net sales                                            $      45,845
Net loss                                                (2,813,122)
Net loss per common share - basic and diluted        $       (0.31)

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
                                  =========      =========

                                                                              10
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================

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 and patents pending      5,656,766       155,506      4,333,690          530,076
                                ----------    ----------     ----------       ----------
                                $5,908,400    $  159,700     $4,593,402       $  559,918
                                ==========    ==========     ==========       ===========

</TABLE>

                                                                              11
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================

The Company's long-lived assets and certain identified intangible assets such as
patents 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 certain of the patents from
the Giampapa  Acquisition  will not be utilized and are not expected to generate
any revenue for the foreseeable  future.  Accordingly,  an impairment  charge of
$1,405,200  was taken to  reflect  the  write-off  of the net book  value of the
impaired assets.

The patents are being  amortized  over periods of 7 to 16 years,  the  remaining
life 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 life.

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
                                        ==========       ==========
                                                                              12
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================







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
                                                          =========

                                                                              13
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================

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 AND 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
                                                                        ========

                                                                              14
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================

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.

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.

                                                                              15
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               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:

                                                              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
                                              =========      ========

                                                                              16
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================

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.

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-%

                                                                              17
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================

15. RELATED PARTY TRANSACTIONS:

The following are related party transactions:

Year ended December 31,                               2003             2004
-----------------------                               ----             ----
Product sales to a 5% stockholder                   $ 18,000         $ 84,851

Product sales to a company whose
   significant stockholder is a 5%
   stockholder of the Company                                        $ 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


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.

                                                                              18
<PAGE>

                                                                  OPTIGENEX INC.

                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2004
================================================================================

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-11Tm . 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.

                                                                              19