UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549

                                FORM 10-QSB


(Mark One)
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 28, 2006.

[ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT FOR THE TRANSITION PERIOD FROM ______________ TO _____________.


                       COMMISSION FILE NUMBER: 0-1455


                          OPT-SCIENCES CORPORATION
                 (Name of small business issuer 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)               (Zip Code)


                              (856) 829-2800
                         Issuer's telephone number


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.                                        YES [X]    NO [ ]

Indicate by check mark whether the registrant is a shell company(as defined in
Rule 12b-2 of the Exchange Act).                     YES [ ]    NO [X]

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date:

Class, Common Stock, par value of $.25 per share: 775,585 Shares
outstanding as of January 28, 2006

Transitional Small Business Format (Check one)       YES [ ]    NO [X]



                            TABLE OF CONTENTS

            FORM 10-QSB FIRST QUARTER REPORT - FISCAL YEAR 2006
                  OPT-SCIENCES CORPORATION AND SUBSIDIARY
                                                                          PAGE

PART I    Financial Information...........................................  3

Item 1.   Financial Statements............................................  3

          Consolidated Balance Sheets - January 28, 2006 (unaudited)
          and October 29, 2005............................................  3

          Consolidated Statements of Income (unaudited) -
          thirteen weeks ended January 28, 2006 and
          thirteen weeks ended January 29, 2005 ..........................  5

          Consolidated Statements of Cash Flows (unaudited)
          thirteen weeks ended January 28, 2006 and
          thirteen weeks ended January 29, 2005...........................  6

          Notes to Consolidated Financial Statements......................  7

Item 2.   Management's Discussion and Analysis or Plan of Operation.......  8

Item 3.   Controls and Procedures......................................... 11

PART II   Other Information............................................... 12

Item 1.   Legal Proceedings............................................... 12

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

Item 3.   Defaults Upon Senior Securities................................  12

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

Item 5.   Other Information............................................... 12

Item 6.   Exhibits and Reports on Form 8-K ............................... 13

Signatures ............................................................... 13



                   PART I    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                           Opt-Sciences Corporation
                          Consolidated Balance Sheets

ASSETS

                                  January 28, 2006     October 29, 2005
					(unaudited)
CURRENT ASSETS

Cash and cash equivalents             $5,111,403            $5,356,228
Trade accounts receivable                677,968               587,028
Inventories                              387,903               398,063
Prepaid expenses                          28,015                28,715
Loans and exchanges                        4,108                 4,628
Deferred taxes                            24,650                36,174
Marketable securities                  1,326,206             1,273,121

  Total current assets                 7,560,253             7,683,957


PROPERTY AND EQUIPMENT

Land                                     114,006               114,006
Building and improvements                448,342               448,342
Machinery and equipment                1,381,376             1,381,376
Small tools                               53,580                53,580
Furniture and fixtures                     8,624                 8,624
Office equipment                          67,260                61,124
Automobiles                               85,605                85,605

  Total property and
           Equipment                   2,158,793             2,152,657

  Less:  accumulated depreciation      1,479,103             1,450,054

              Net property and
                 Equipment               679,690               702,603


OTHER ASSETS

Deposits                                   2,837                 2,837

Total assets                          $8,242,780            $8,389,397












                                      -3-



LIABILITIES AND STOCKHOLDERS' EQUITY


                                        January 28, 2006    October 29, 2005
                                    	(unaudited)
CURRENT LIABILITIES

Accounts payable  trade                  $   54,883            $   62,451
Accrued income taxes                          60,641               231,141
Other current liabilities                    129,945               219,108

  Total current liabilities                  245,469               512,700


STOCKHOLDERS' EQUITY

    Common capital stock - par value
   $.025 per share - authorized
   and issued 1,000,000 shares               250,000               250,000
    Additional paid in capital		     272,695               272,695
    Retained earnings                      7,678,760             7,573,422
    Accumulated other
     comprehensive income                    (16,926)              (32,202)
    Less treasury stock at cost -
   224,415 shares and 224,415 shares        (187,218)             (187,218)


   Total stockholders' equity              7,997,311             7,876,697

            Total liabilities and
               stockholders' equity       $8,242,780            $8,389,397



























                                     -4-


                         Opt-Sciences Corporation
       Consolidated Statements of Income and Retained earnings(unaudited)



                              Thirteen Weeks          Thirteen Weeks
                                   Ended                   Ended
                             January 28, 2006        January 29, 2005


NET SALES                       $1,014,825               $1,103,415

COST OF SALES                      676,128                  777,210

Gross profit on sales              338,697                  326,205


OPERATING EXPENSES

Sales & delivery                    10,007                    7,097
General and administrative         197,043                  219,024

 Total operating expenses          207,050                  226,121

 Operating income                  131,647                  100,084

OTHER INCOME                        53,191                   31,122

 Income before taxes               184,838                  131,206

FEDERAL AND STATE
  INCOME TAXES                      79,500                   56,400

 Net income                        105,338                   74,806

RETAINED EARNINGS -
  beginning of period            7,573,422                7,224,408

RETAINED EARNINGS -
  end of period                 $7,678,760               $7,299,214


EARNINGS PER SHARE OF
  COMMON STOCK                       $0.14                    $0.10

Average shares of stock
  Outstanding                      775,585                  775,585












                                      -5-

                               Opt-Sciences Corporation
                      Consolidated Statements of Cash Flows (unaudited)


                                       Thirteen Weeks         Thirteen Weeks
                                          Ended                  Ended
                                      January 28, 2006      January 29, 2005

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                               $105,338               $74,806

Adjustments to reconcile net income to
net cash used by operating activities:
Depreciation                               29,049                38,560
Loss on sale of securities                     16                 1,843

Decrease (increase) in:
Accounts receivable                       (90,940)             (223,334)
Inventories                                10,160               (22,186)
Prepaid expenses                              700                (5,475)
Loans and exchanges                           520                 1,060

(Decrease) increase in:
Accounts payable                           (7,568)              (48,473)
Accrued income taxes                     (170,500)               (8,600)
Other current liabilities                 (89,163)              (26,283)

Net cash (used) by
         operating activities            (212,388)             (218,082)

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment        (6,136)                   -0-
Purchases of securities                   (26,321)             (142,063)
Sales of securities                            20                 9,480

Net cash (used) by investing activities   (32,437)             (132,583)

(Decrease) in cash                       (244,825)             (350,665)

Cash and cash equivalents
at beginning of period                  5,356,228             4,770,451

Cash and cash equivalents
at end of period                       $5,111,403            $4,419,786

SUPPLEMENTAL DISCLOSURES:

Income taxes paid                        $250,000               $65,000












                                     -6-

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 of the first
quarter of the Company's fiscal year 2006.  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 October 29, 2005 together with the auditors' report filed under
cover of the Company's 2005 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 28, 2006   October 29, 2005
                                      (Unaudited)

      Finished goods                    $ 60,860          $ 62,470
      Raw materials and supplies         119,044           122,165
      Work in progress                   207,999           213,428

            Total Inventory             $387,903          $398,063

End of quarter inventories are stated at the lower of cost (first-in, first-
out) or market and are based on estimates rather than a physical inventory. 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.  Historically,
the Company conducts a physical inventory annually in connection with its
audited financial statements and preparation of its Form 10-KSB.  The
inventory appearing on unaudited quarterly financial statements and in Form
10-QSB is based on estimates derived from the last physical inventory and
subsequent verifiable purchases of raw materials, sales of finished products,
and product orders in process of completion.




                                     -7-

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. IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets, the
Company assesses impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to undiscounted future net cash flows expected to
be generated by the asset. Estimating the future cash flows expected to be
generated by the asset is dependent upon significant judgments made by
management. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets.

5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued Statement of Financial Accounting Standards
No. 151, Inventory Costs, an amendment of ARB No. 43, which amends the guidance
in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (spoilage). The provisions of this Statement are effective for
inventory costs incurred during fiscal years beginning after June 15, 2005. The
adoption of this statement is not expected to have a material impact on the
Company's consolidated financial statements.

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

FORWARD-LOOKING STATEMENTS

Information provided in this Quarterly Report on Form 10-QSB may contain
forward-looking statements within the meaning of Section 21E of Securities
Exchange Act of 1934 that are not historical facts and information. These
statements represent the Company's expectations or beliefs, such as statements
concerning future operating results, statements concerning industry
performance, the Company's operations, economic performance, financial
conditions, margins and growth in sales of the Company's products and capital
expenditures.  These forward looking statements include risks and
uncertainties, many of which are not within the Company's control, such as the
uncertainty of future demand for the Company's products; the uncertainty and
timing of the successful development of the Company's new products; the risks
associated with reliance on a few key customers; the Company's ability to
attract and retain personnel with the necessary scientific and technical
skills; the timing and completion of significant orders; the timing and amount
of the Company's research and development expenditures; the timing and level of

                                     -8-

market acceptance of customers' products for which the Company supplies
components; the level of market acceptance of competitors' products; the
ability of the Company to control costs associated with performance under fixed
price contracts; the performance and reliability of the Company's vendors;
potential product and contractual liability to its customers; and the continued
availability to the Company of essential supplies, materials and services.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release the result of any revision to these forward-
looking statements which may be made to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.

For this purpose, all statements contained in this Quarterly Report that are
not statements of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current expectations
and involve various risks and uncertainties that could cause actual results and
outcomes for future periods to differ materially from the forward-looking
statements or views expressed herein. The Company's financial performance and
the forward-looking statements contained herein are further qualified by other
risks including those set forth from time to time in the documents filed by the
Company with the Securities and Exchange Commission, including the Company's
most recent Form 10-KSB.

BUSINESS OF THE COMPANY

Overview.  Opt-Sciences Corporation, formed in 1956, conducts its business
through its wholly owned subsidiary, O & S Research, Inc. Both companies are
New Jersey corporations. As used in this Form 10-QSB, the term "Company" refers
to the combined operations of Opt-Sciences Corporation and O & S Research, Inc.
The principal business of the Company is to provide optical coatings, filters,
faceplates and lighting wedges which improve display readability for electronic
instruments used primarily in aircraft. This includes the application of
different types of anti-reflection coatings, transparent conductive coatings
and other optical coatings. The Company also provides full glass cutting,
grinding and painting operations which augment its optical coating
capabilities. Most of the Company's products are designed to enable pilots to
read aircraft instruments in direct sunlight or at night or in covert
situations using appropriate night vision filters. This business is a niche
business primarily dependent for its success on aircraft manufacturing and
retrofitting. It requires custom manufacturing of small lots of products to
satisfy component requirements for specific aircraft.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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 detailed audit is conducted (also see Notes
to Consolidated Financial Statements, 1. Summary of Significant Accounting
Policies, Note 2. Inventories).
                                     -9-

RESULTS OF OPERATIONS

Sales of $1,014,825 for the first quarter of 2006 decreased 8.0% from 2005
first quarter sales of $1,103,415, and decreased 10.4% from $1,132,980 in
the fourth quarter of fiscal 2005. This decrease in sales is because of a
reduction in customer orders shipped due to ordinary fluctuations in our
customers' scheduled requirements. Since all orders are custom manufactured,
orders are generally scheduled for delivery based on our customer's need date
and not based on our need to make shipments. Changes in quarter to quarter
sales are not easily predictable because customer forecasts are not always
available nor are they completely reliable.

Cost of sales for the first quarter of 2006 of $676,128 decreased $101,082
from $777,210 for the first quarter of 2005. This decrease in large part is
due to ongoing manufacturing cost reduction measures and a decrease in sales
for the quarter. Although the gross profit margin of 33% for the first quarter
of 2006 has steadily improved since 2004, it may not be sustainable as the
Company plans on hiring more technical personnel.

Total operating expenses, including selling, general and administrative
expenses, were $207,050 for the first quarter of 2006 compared to $226,121
for the first quarter of 2005. This decrease from the first quarter of 2005
was in a large part due to a decrease in sales and a decrease in costs
associated with going private.

Operating income for the first quarter of $132,647 increased 31.5% from 2005
first quarter operating income of $100,084 and increased from a loss of
$27,200 in the fourth quarter of 2005. Reasons for the increase over the
first quarter of 2005 are due to the ordinary fluctuations in our customer's
requirements described above. The operating income loss in the fourth quarter
of 2006 was the result of a one time impairment charge of $164,898 associated
with the Astro coating equipment.

Other income of $53,191 for the first quarter of 2006 increased compared to
$31,122 from first quarter of 2005. This is primarily the result of higher
interest rates in the current period and an increase in our cash balance over
the prior period.

Net income of $105,338 for the first quarter of 2006 compared to $74,806 for
the first quarter of 2005 and $34,703 in the fourth quarter of 2005 as result
of the factors described above.

During the first quarter, the Company booked $1,143,800 in new orders compared
to $968,700 in new orders booked for the first quarter of 2005 and $1,028,000
in the fourth quarter of 2005. Our backlog of orders stood at $1,132,000 at the
end of the first quarter. This backlog is down approximately $198,000 from the
end of the 2005 first quarter and up approximately $129,000 from the end of the
fourth quarter of 2005. The Company continues its efforts to reduce its overdue
orders which represent deferred shipments of approximately $59,000.

We project second quarter sales of approximately $1 million with profitability
similar to that of the first quarter. We expect the third quarter revenues and
profitability to possibly show some improvement.

FINANCIAL CONDITION

The Company utilizes its working capital to finance current operations and
capital improvements. Cash and cash equivalents have decreased $244,825 from
the fourth quarter of 2005 and increased $691,617 from the end of the first
quarter of 2005. This decrease from the fourth quarter of 2005 was in a large
                                    -10-

part due to an increase in accounts receivable of $90,940 and a decrease in
accrued income taxes of $170,500. The increase from the same period last year
was largely due to income generated from sales and the sale of securities.
The Company maintains a strong liquidity in its current position in order to
improve its ability to deal with the risks and uncertainties identified below.


RISKS AND UNCERTAINTIES

The future of our Company will depend, largely, on our ability to successfully
develop or acquire new products. There is no assurance, however, that we will
be successful in achieving market acceptance of the new products that we
develop or acquire. Failure to diversify our existing product offerings could
be harmful to our overall business, and could negatively affect results of
operations and financial condition.

The future market for the Company's aircraft instrument glass is shrinking due
to technological obsolescence and the use of larger displays in the cockpit and
the new display technologies.  Of the new display technologies, rear projection
displays cause the most concern to the Company because they do not use
components which the Company manufactures.  These display types are currently
used in many military aircraft applications and utilize a patented cover glass
that acts as a rear projection screen. The time frame for this technology
migrating to commercial/business avionic displays is currently unpredictable.
Larger primary instrument displays are eliminating the need for smaller,
specialized and otherwise redundant instruments. As unit volume for displays
declines, competition among vendors to maintain market share will become more
intense. We expect this competition will take the form of lower prices and
shorter delivery times. The opportunities to expand the existing product lines
are limited. New electro-mechanical displays which require glass wedges
manufactured by the Company are being purchased less frequently than LCD
displays which require a simpler, less expensive cover glass. The simpler
design opens the market to prospective competitors who do not otherwise have
the ability to manufacture glass wedges.

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

  - Greater corporate name recognition, larger marketing budgets and greater
    resources,
  - Established marketing relationships and access to larger customer bases,
    and
  - Substantially greater financial, technical and other resources.

Section 404 of the Sarbanes-Oxley Act of 2002, requiring each company and its
public accounting firm to report on the effectiveness of the company's
internal controls over financial reporting, will first apply to the Company's
Annual Report on Form 10-KSB for the Fiscal Year 2007. The Company expects its
operating expenses will increase further as a result of the costs associated
with implementation of and maintaining compliance with Section 404 and
other provisions of the Sarbanes-Oxley Act.

ITEM 3. CONTROLS AND PROCEDURES

a.  Evaluation Of Disclosure Controls And Procedures.  Based on his evaluation
as of the end of the periods covered by this report, the Company's chief
executive officer and chief financial officer concluded that the Company's
disclosure controls and procedures referred to in paragraph 4(c) of his
Certification included as an exhibit to this report were effective.
                                     -11-
b.  Changes In Internal Controls.  During the period covered by this report,
the Company has not made any change to its internal controls over financial
reporting as referred to in paragraph 4(d) of the Certification of the
Company's principal executive officer and principal financial officer included
as an exhibit to this report that has materially affected, or is reasonably
likely to materially affect the Company's internal control over financial
reporting.

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are subject to certain claims and litigation in the ordinary course of
business. It is the opinion of management that the outcome of such matters
will not have a material adverse effect on our combined financial position
or results of operations.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

Status of the Company's Reverse Stock Split.  On September 1, 2004 the Board
of Directors of the Company made a determination to amend the Articles of
Incorporation and implement a reverse stock split on the basis of 1:2,000
shares.  The purpose of this decision was to take the Company private and avoid
ongoing and increasing costs related to the public reporting status of the
Company and compliance with the Sarbanes-Oxley Act.  The principal stockholders
representing over 2/3 of the outstanding shares consented to such action.
Under New Jersey law, consent by 2/3 of the stockholders is sufficient without
the need of conducting a stockholders meeting.  On November 3, 2004, the
Company made preliminary filings of a Schedule 14C and a Schedule 13(e)3 with
the Securities and Exchange Commission.  The SEC responded to such filings on
December 3, 2004.  On January 20, 2005 the Company filed an amended Schedule
14C and an amended Schedule 13(e)3.  On February 9, 2005 the SEC provided the
Company a second letter of comments.  The Company continues to review the going
private action it has initiated.

From Management's perspective the Company revenues generated from the sale of
its products have become less predictable because of lack of firm order
commitments and reliable forecasts from its customers. This makes it difficult
to predict significant changes in future revenue and profitability. The Company
enjoyed unexpected profitability in fiscal 2005 due to higher than expected
sales coupled with a significant reduction in operating expenses. However, in
2006 the Company plans to add more engineering support and to spend
more capital on research and development of new product offerings.

The Company is continuing to review its plans for operational reorganization,
capital expenditure and product diversification.

                                     -12-

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(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.

(b) REPORTS ON FORM 8-K:

    None

Signatures

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

                                                      By: /s/Anderson L. McCabe

                                                      ------------------------
                                                      Anderson L. McCabe
                                                      Chief Executive Officer
                                                      Dated: March 28, 2006
EXHIBIT 31.1

Certification of Chief Executive Officer and Chief Financial
Officer 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
                                     -13-

(d) Disclosed in this report any change in Opt-Sciences Corporation's internal
control over financial reporting that occurred during Opt-Sciences Corpor-
ation'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

                                       ---------------------
                                       Name: Anderson L. McCabe
                                       Title: Chief Executive Officer/
                                              Chief Financial Officer
                                       Dated: March 28, 2006

EXHIBIT 32.1

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

I, Anderson L. McCabe as CEO and CFO of Opt-Sciences Corporation (the
"Company"), 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-QSB of the Company for the quarterly period ended January 28, 2006 (the
"Report") fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2)the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.

                                       /s/Anderson L. McCabe

                                       ---------------------
                                       Name: Anderson L. McCabe
                                       Title: Chief Executive Officer/
                                              Chief Financial Officer
                                       Dated: March 28, 2006














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