UNITED STATES  SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC  20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Quarterly Period Ended January 31, 2009.
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For The Transition Period From ________ To ___ _____.
Commission File Number: 0-1455
OPT-SCIENCES CORPORATION
(Exact name of issuer as specified in its charter)
        New Jersey 21-0681502
(State or other jurisdiction of              (I.R.S. Employer incorporation or
organization)                Identification No.)

1912 Bannard Street, Cinnaminson, New Jersey 08077
(Address of principal executive offices)


(856) 829-2800
Issuer's telephone number
Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer . Accelerated filer . Non-accelerated filer . Smaller
reporting company . (Do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company(as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date: 775,585 Shares of Common Stock,
par value $.025, were outstanding as of February 2, 2009.

TABLE OF CONTENTS
Page

PART I FINANCIAL INFORMATION
Item 1 .Financial Statements 3 Consolidated Balance Sheets for January 31,
2009(unaudited) and 3 November 1, 2008 Consolidated Statements of Income and
Retained Earnings (unaudited) 5 for thirteen weeks ended January 31, 2009 and
thirteen weeks ended January 26, 2008 Consolidated Statements of Cash Flows
(unaudited) for thirteen weeks 6 ended January 31, 2009 and thirteen weeks
ended January 26, 2008 Notes to Consolidated Financial Statements 7 Item 2.
Management's Discussion and Analysis of Financial Condition and 8 Result of
Operations Item 3 Quantitative and Qualitative Disclosure About Market Risk 10
Item 4. Controls and Procedures 10 PART II OTHER INFORMATION 11 Item 1. Legal
Proceedings 11 Item 1A. Risk Factors 11 Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds 12 Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other
Information 12 Item 6. Exhibits 12 Signatures 12 Exhibit 31.1 13 Exhibit 32.1
14
Table of Contents
PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
Opt-Sciences Corporation CONSOLIDATED BALANCE SHEETS ASSETS
November 1, 2008

Trade accounts receivable               877,268           1,119,550


                11,207                18,294
Deferred income taxes               114,224              112,216


              606,244              567,624
Small tools                 53,580                53,580


                76,742                74,611
                 equipment            1,214,141             691,345

Deposits                   2,837             244,904

Total assets $ 10,194,555 $ 10,400,575


LIABILITIES AND STOCKHOLDERS' EQUITY
January 31, 2009 November 1, 2008

Accrued income taxes 38,010 40,912

Accrued professional fees 64,845 50,500

   Total stockholders' equity      9,858,844       9,807,577

            Total liabilities and

Opt-Sciences Corporation CONSOLIDATED STATEMENTS OF INCOME AND RETAINED
EARNINGS (unaudited)
Thirteen Weeks  Thirteen Weeks
Ended  Ended
January 31, 2009  January 26, 2008


General and administrative            207,838           276,098

 Total operating expenses            212,928           284,097

OTHER INCOME (Expenses) (429)            64,643

Net income before taxes              86,427           259,575

PROVISION FOR INCOME TAXES              32,500           111,600


Net income              53,927           147,975

RETAINED EARNINGS -

end of period $ 9,722,998 $ 8,958,351

EARNINGS PER SHARE OF  Net income $ 53,927  $ 147,975

Thirteen  Thirteen
Weeks Ended  Weeks Ended
January 31, 2009  January 26, 2008



Adjustments to reconcile net income to net

Depreciation                42,947                  26,911

Accounts receivable               242,282                  85,564

Prepaid expenses                   7,087                    4,264

Deposits               242,067  -0

Decrease in:

Accrued income taxes                 (2,902)             (113,400)

operating activities               384,229             (136,968)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sales of securities                60,883                 72,174

Decrease in cash             (137,786)             (159,951)

Cash and cash equivalents at end of period $ 6,788,214 $ 6,617,153

SUPPLEMENTAL DISCLOSURES:


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the accounts of
Opt-Sciences Corporation, Inc. and its wholly-owned subsidiary, O&S Research,
Inc. All significant intercompany accounts and transactions have been
eliminated in consolidation.
These consolidated financial statements have been prepared by the Company,
without audit, and reflect normal recurring adjustments which, in the opinion
of management, are necessary for a fair statement of the results for the first
three months of the Company's fiscal year 2008.  These consolidated financial
statements do not include all disclosures associated with annual consolidated
financial statements and, accordingly, should be read in conjunction with
footnotes contained in the Company's consolidated financial statements for the
year ended November 1, 2008 together with the auditors' report filed as part
of the Company's 2008 Annual Report on Form 10-KSB.
The preparation of these consolidated financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

2. INVENTORIES
Inventories consisted of the following:
January 31, 2009 November 1, 2008

Raw materials and supplies $ 231,638 $ 216,404

Finished goods 64,707 65,924

End of quarter inventories are stated at the lower of cost (first-in, first-
out) or market. The inventory appearing on unaudited quarterly financial
statements and in this Form 10-Q is based on estimates derived from an
unaudited physical inventory count of work-in-progress and raw materials. A
physical inventory is conducted at the end of the fiscal year. The Company
provides for estimated obsolescence on unmarketable inventory based upon
assumptions about future demand and market conditions. If actual demand and
market conditions are less favorable than those projected by management,
additional inventory write downs may be required. Inventory, once written
down, is not subsequently written back up, as these adjustments are considered
permanent adjustments to the carrying value of the inventory. The Company
conducts an audited physical inventory at the end of the fiscal year in
connection with its audited financial statements and preparation of its Form
10-KSB.

3. REVENUE RECOGNITION
The Company recognizes revenue in accordance with U.S. GAAP and SEC Staff
Accounting Bulletin ("SAB") No. 104, Revenue Recognition. SAB No. 104 requires
that four basic criteria must be met before revenue can be recognized: (1)
persuasive evidence of an arrangement exists; (2) delivery has occurred or
services have been rendered; (3) the price to the buyer is fixed and
determinable; and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the price to the buyer charged for products delivered or services
rendered and collectibility of the sales price. The Company assesses credit
worthiness of customers based upon prior history with the customer and
assessment of financial condition. The Company's shipping terms are
customarily FOB shipping point.

4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Standards Accounting Board (FASB) issued
interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
interpretation of FASB statement No. 109. Interpretation 48 clarifies the
accounting for uncertainty in income taxes recognized in an entity's financial
statements in accordance with Statement 109 and prescribes a recognition
threshold and measurement attribute for financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
Additionally, Interpretation 48 provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. Interpretation 48 is effective for fiscal years
beginning after December 15, 2006 with early adoption permitted. We adopted
Interpretation 48 for our fiscal year 2008, and it had no impact on our
current financial statements.
Table of Contents
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
We make statements in this Report, and we may from time to time make other
statements, regarding our outlook or expectations for earnings, revenues,
expenses and/or other matters regarding or affecting the Company that are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Forward-looking statements are typically identified by
words such as "believe," "expect," "anticipate," "intend," "outlook,"
"estimate," "forecast," "project" and other similar words and expressions.
Forward-looking statements are subject to numerous assumptions, risks and
uncertainties, which change over time. Forward-looking statements speak only
as of the date they are made. We do not assume any duty and do not undertake
to update our forward-looking statements. Actual results or future events
could differ, possibly materially, from those that we anticipated in our
forward-looking statements, and future results could differ materially from
our historical performance. Our forward-looking statements are subject to the
following principal risks and uncertainties.
   -Declining demand for the Company's products because of the current
international financial crisis;
   -Risks associated with dependence on a few major customers; and
   -The performance, financial strength and reliability of the Company's
vendors.
We provide greater detail regarding other factors in our 2008 Form 10-KSB,
including in the Company Risk Factors section. Our forward-looking statements
may also be subject to other risks and uncertainties including those discussed
in the Risks and Uncertainties section of this Quarterly Report or in our
other filings with the SEC.
Management's discussion and analysis of financial condition and results of
operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP"). The preparation of
these financial statements requires the Company to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues
and expenses. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions. Specifically, inventory is estimated
quarterly and reconciled at the end of the fiscal year when a comprehensive
physical count is conducted (also see Notes to Consolidated Financial
Statements, Note 1 Summary of Significant Accounting Policies and Note 2
Inventories).

EXECUTIVE SUMMARY
Opt-Sciences Corporation, through its wholly owned subsidiary, O & S Research,
Inc., both New Jersey corporations, manufactures anti-glare and transparent
conductive optical coatings which are deposited on glass used primarily to
cover instrument panels in aircraft cockpits. The Company's business is highly
dependent on a robust commercial, business, regional and military aircraft
market. We recorded first quarter sales of $1,442,099 and net income of
$53,927. Sales are down 23.9% and net income is down 77.5% from the fourth
quarter of fiscal 2008. Compared to the previous first quarter of 2008, sales
are up 4.6% and net income is down 63.6%. We currently expect second quarter
sales to be less than $1,000,000. All of our markets are currently weakening
and they may deteriorate further than we project.  The international financial
crisis has affected our customers by inhibiting their ability to finance and
their desire to purchase new airplanes. During the first quarter of 2009, the
Company booked $1,136,000 in new orders compared to $1,445,000 in new orders
booked for the fourth quarter of 2008. Our backlog of unshipped orders was
approximately $1,478,000 at the end of first quarter, down approximately
$300,000 from the end of the fourth quarter of 2008. We generally have a four
to twelve week delivery cycle depending on product complexity, available plant
capacity and required lead time for specialty raw materials such as polarizers
or filter glass. Our sales tend to fluctuate from quarter to quarter because
all orders are custom manufactured and customer orders are generally scheduled
for delivery based on our customer's need date and not based on our ability to
make shipments. Since the Company has two customers that together represent
over 60% of sales, any significant change in the requirements of either of
those customers has a direct impact on our revenue for the quarter.

RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED JANUARY 31, 2009 COMPARED WITH THIRTEEN WEEKS ENDED
JANUARY 26, 2008
Net Sales.
Net sales for the first quarter ended January 31, 2009 were $1,442,099 which
is $63,145 and 4.6%
more than the net sales of $1,378,954 for the same quarter last year.

Cost of Sales. Cost of sales for the quarter ended January 31, 2009 increased
$242,370 or 26.9% to 1,142,315 or 79.2% of sales, compared to 1,142,315 or
65.3% of sales, for the first quarter last year. This increase in cost of
sales is related to several factors: 1) an increase in the sale of lower
margin products, 2) a higher than normal scrap rate due to supplier quality
problems and 3) an increase in labor costs associated with increasing
capacity. Cost of sales is comprised of raw materials, manufacturing direct
labor and overhead expenses.  The overhead portion of cost of sales is
primarily comprised of salaries, Gross Profit. Gross profit for the quarter
ended January 31, 2009 decreased $178,245 to $299,784 or 20.8% of sales from
$479,029 or 34.7% of sales reported for the same quarter last year, primarily
for the reasons referred to in the above paragraph.
Operating Expenses. Operating expenses decreased $71,169 or 25.8% to $212,928
from $284,097 for the same quarter last year, and is mostly attributable to
elimination of the accrued year end employee bonus and a decrease in
professional expenses. Operating expenses consist of marketing and business
development expenses, professional expenses, salaries and benefits for
executive and administrative personnel, hiring, legal, accounting, and other
general corporate expenses.
Operating Income.
The Company realized operating income of $86,856 or 6% of sales, for the
quarter ended January 31,
2009, compared to operating income of $194,932 or 14.1% of sales, for the same
quarter last year.

Other Income(Expenses). Other income (expenses) of ($429) for the first
quarter of fiscal year 2009 decreased $65,072 from that for the same quarter
last year, primarily due to lower interest rates and recognized losses on
investments in securities.
Provisions for Income Taxes.
Income tax expense for the first quarter ended January 31, 2009 was $32,500 or
37.6% of pre-tax
income, compared to 111,600 and 43% of pre-tax income for the first quarter
ended January 26, 2008.

Net Income.
Net income for the first quarter ended January 31, 2009 was $53,927 or $0.07
per share, compared to
net income of $147,975 or $0.19 per share, for the first quarter ended January
26, 2008.

Table of Contents
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a ?smaller reporting Company? as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by Item 3.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated
the effectiveness of our disclosure controls and procedures as defined in
Rules 13a-15 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as of the end of the period covered by this quarterly
report.  Based on such evaluation, our CEO and CFO has concluded that, as of
the end of the period covered by this quarterly report, our disclosure
controls and procedures are effective.  Disclosure controls and procedures are
controls and procedures designed to ensure that information required to be
disclosed in our reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and include controls  and procedures designed to
ensure that information we are required to disclose in such reports is Changes
in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(d)) that occurred during
the quarter ended January 31, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
Table of Contents

PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently subject to any material litigation.

ITEM 1A RISK FACTORS
The Company faces numerous challenges in its markets.  In our view, the
following are among the most important:
- The longevity and ultimate depth of our current economic recession are not
known; however, that
recession is beginning to have a severe and adverse impact on our customers
and market.

-The turbulence in financial markets has had an adverse effect on our
investment portfolio, which may continue to decline in value.
-
 Our deposits in bank accounts are concentrated in two banks and such deposits
are not fully
covered by deposit insurance.


-
 The Company's historic aircraft instrument glass wedges are being purchased
less frequently than
LCD displays and are becoming technologically obsolete.


-
 LCD displays now commonly used for new aircraft instruments are larger in
size than the smaller, specialized lenses they replace. The LCD display design
requires a simpler less expensive cover glass that the Company manufactures.
Businesses not active in the glass wedge market can  more easily manufacture
the cover glasses for LCDs in competition with the Company.

-
 The Company has become more active in the market for providing cover glass
with both conductive coating and anti reflective coating.  In anticipation of
increased demand for such products, the Company has purchased a new vacuum
chamber and is considering an additional purchase. If the Company expectations
for demand are incorrect, the Company will have devoted significant resources
to installing unnecessary manufacturing capacity.

 -
 We face increasing competition from established companies that have
significantly greater
resources. Certain of our competitors enjoy substantial competitive
advantages, such as:


(a)
 Greater corporate name recognition, larger marketing budgets and greater
resources,

(b)
 Established marketing relationships and access to larger customer bases, and

 (c)
 Substantially greater financial, technical and other resources.




ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) EXHIBITS
 31.1
 Certification of Chief Executive Officer and Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002

32.1
 Certification of Chief Executive Office and Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.



SIGNITURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunder duly authorized.
OPT-SCIENCES CORORATION
/s/ Anderson L. McCabe___
Anderson L. McCabe Chief Executive Officer & Chief Financial Officer March 16,
2009
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Anderson L. McCabe, as CEO and CFO of Opt-Sciences Corporation, certify
that:
1.
 I have reviewed this quarterly report of Opt-Sciences Corporation;

2.
 Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.
 Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of Opt-Sciences
Corporation as of, and for, the periods presented in this report;

4.
 I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for Opt-Sciences Corporation and have:


(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under my supervision, to ensure that
material information relating to Opt-Sciences Corporation, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this report is being
prepared;

(b)
 Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under my supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c)
 Evaluated the effectiveness of Opt-Sciences Corporation's disclosure controls
and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in Opt-Sciences Corporation's internal
control over financial reporting that occurred during Opt-Sciences
Corporation's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, Opt-Sciences Corporation's internal
control over financial reporting; and


5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to Opt-Sciences Corporation's auditors and the audit
committee of Opt-Sciences Corporation's board of directors (or persons
performing the equivalent functions):
(a)
 All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect Opt-Sciences Corporation's ability to record,
process, summarize and report financial information; and

(b)
 Any fraud, whether or not material, that involves management or other
employees who have a significant role


in Opt-Sciences Corporation's internal control over financial reporting. /s/
Anderson L. McCabe___
Anderson L. McCabe Chief Executive Officer & Chief Financial Officer March 16,
2009
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002.
I, Anderson L. McCabe as CEO and CFO of Opt-Sciences Corporation, certify to
my knowledge, pursuant to section 906 of the Sabanes-Oxley Act of 2002, 18
U.S.C. Section 1350, that:
(1)
 The Quarterly Report on Form 10-Q of the Company for the quarterly period
ended January 31, 2009 fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

(2)
 The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of Opt-Sciences
Corporation.


/s/ Anderson L. McCabe___
Anderson L. McCabe Chief Executive Officer & Chief Financial Officer March 16,
2009