Securities and Exchange Commission
                             Washington, DC 20549

                                  FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended  December 31, 2005

                                     or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

      For the transition period from ________ to ________

                         Commission file No.  0-19761

                      OP-TECH Environmental Services, Inc.
             (Exact name of registrant as specified in its charter)

              Delaware                       91-1528142
  (State or other jurisdiction of       (I.R.S. Employer incorporation
          or organization)                   Identification No.)

             6392 Deere Road, Syracuse, NY            13206
       (Address of principal executive office)      (Zip Code)

                              (315) 463-1643
             (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
               Common Stock, $.01 par value
                     (Title of Class)

Indicate by check mark if the registrant is a well known seasoned issuer as
defined in Rule 405 of the Securities Act:
Yes [  ] or No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act:
Yes [  ] or No [X]

Indicate by check mark whether the registrant (1) has 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] or No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of regulation S-K is not contained herein, and will not 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-K or any amendment to
this Form 10-K [X].

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act:
Large accelerated filer [  ]  Accelerated filer [  ] Non-accelerated filer [X]

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

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 last sold, or the average bid and ask price of such common equity
as of the last business day of the registrants most recently completed second
fiscal quarter: $2,321,524

Indicate the number of shares outstanding of each of the Company's classes of
common stock, as of March 20, 2006.  Common stock, $.01 par value: 11,745,371

<PAGE>

PART I

SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS

The Company is including the following cautionary statement in this Form 10-K
to make applicable and take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 for any forward-looking
statement made by, or on behalf of, the Company.  This 10-K, press releases
issued by the Company, and certain information provided periodically in
writing and orally by the Company's designated officers and agents contain
statements which constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  The words expect, believe, goal, plan, intend,
estimate, and similar expressions and variations thereof used are intended to
specifically identify forward-looking statements.  Where any such forward-
looking statement includes a statement of the assumptions or basis underlying
such forward-looking statement, the Company cautions that, while it believes
such assumptions or basis to be reasonable and makes them in good faith,
assumed facts or basis almost always vary from actual results, and the
differences between assumed facts or basis and actual results can be material,
depending on the circumstances.  Where, in any forward-looking statement, the
Company, or its management, expresses an expectation or belief as to future
results, such expectation or belief is expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished.



                                             2
<PAGE>



ITEM 1. BUSINESS

General

OP-TECH Environmental Services, Inc. and Subsidiaries (the "Company"), a
Delaware corporation headquartered in Syracuse, New York, provides
comprehensive environmental and industrial cleaning and decontamination
services predominately in New York, New England, Pennsylvania, New Jersey, and
Ohio.  The Company performs industrial cleaning of hazardous and non-hazardous
materials and provides varying services relating to plant facility closure,
including interior and exterior demolition and asbestos removal.  In addition,
the Company provides remediation services for sites contaminated by hazardous
and non-hazardous materials and provides 24-hour emergency spill response
services.  The Company's revenues are derived from state agencies, industrial
companies and municipalities facing complex environmental clean-up problems
associated with hazardous and non-hazardous materials as required by various
governmental agencies.  The Company's services include assessing the
regulatory, technical, and construction aspects of the environmental issue,
and performing the necessary remediation activities.  The Company seeks to
provide its clients with remedial solutions which integrate the various
aspects of a project and are well-documented, practical, cost effective, and
acceptable to regulatory agencies and the public.

In December 2004, the Company's wholly-owned subsidiary, OP-TECH AVIX, Inc.,
became inactive.  The subsidiary is no longer pursuing a separate line of
business and the Company now operates in only one business segment.
Disclosures related to 2003 and 2004 have been restated to reflect this change.


Services

Transportation and Disposal Services

The Company provides transportation of bulk and containerized hazardous and
non-hazardous wastes from customer sites to customer-designated landfills and
disposal facilities.  The Company also provides liquid tank truck transports
equipped with vacuum pumps.

24-Hour Emergency Spill Response

Many of the Company's decontamination and mitigation activities result from a
response to an emergency situation by one of its response teams.  These
incidents can result from transportation accidents involving chemical or
petroleum substances, fires at chemical facilities or hazardous waste sites,
transformer fires or explosions involving PCBs, and other unanticipated events.
The substances involved may pose an immediate threat to public health or the
environment, such as possible groundwater contamination.  The steps performed
by the Company include rapid response, containment and control procedures,
sampling for analytical testing and assessment, neutralization and treatment,
and collection and transportation of the substance to an appropriate treatment
or disposal facility.  The Company derives a material portion of its revenues
from an agreement with the New York State Department of Environmental
Conservation (NYSDEC) to provide emergency response services in certain areas
of New York State, payment of which is guaranteed by the NYSDEC.

Asbestos Abatement

The Company provides asbestos abatement contracting services on a limited
basis to both the public and private sectors.  The Company has expertise in
all types of asbestos abatement including removal, disposal and enclosure,
and encapsulation.  Asbestos removal is performed in commercial buildings,
industrial facilities, and governmental buildings.

Interior Demolition/Structural Dismantling

The Company provides interior demolition services such as removing walls,
ceilings, and flooring.  In addition, the Company offers structural
dismantling services and has experience in razing concrete, wood and steel
structures, concrete and brick chimneys, and concrete piers and foundations.


                                     3
<PAGE>


On-Site Industrial and Waste Management Services

The Company provides on-site industrial cleaning and waste management services.
  Specialized services for the handling, processing and disposal of hazardous
wastes are performed by vacuuming, soda blasting, hydroblasting, dredging,
dewatering and sludge processing, sludge pumping, chemical cleaning, and tank
cleaning.

Excavation and Site Remediation Services

The Company provides excavation and soil blending services for treatment of
contaminated soil using heavy equipment such as excavators and loaders.  The
Company primarily provides on-site soil blending to public utilities and
municipal customers.

Hydrogeological Services

The Company provides hydrogeological services to petroleum companies,
engineering firms and local and state public entities. In addition to
maintaining a hydrogeologist on staff, the Company has several teaming
arrangements with other companies that provide drilling, geoprobe and support
services to the Company.  Through performing hydrogeological assessments, the
Company evaluates and determines the need for ground water remediation
systems, pump and treatment systems and sub-surface petroleum product
recovery.  In addition, the Company provides air sparging systems, long-term
remediation system operations and maintenance as well as monitoring well and
recovery well installations.

Non-Hazardous Waste Transfer and Storage Facility

The Company operates a New York State permitted non-hazardous waste treatment,
storage and transfer facility in its Waverly, New York office.  The Company
accepts non-hazardous waste in bulk or containerized form, consolidates the
waste and then transfers it to a landfill or recycling facility.

Technologies Employed

The Company utilizes a wide variety of physical and chemical treatment
technologies in performing its remediation activities.  Physical treatment
technologies generally involve filtration and aeration techniques and are used
to separate contaminants from soils, slurries, or water.  Chemical treatment
technologies generally involve flocculation, clarification, precipitation,
polymer addition, chemical oxidation, chemical absorption, and stabilization.
Depending on the contaminants present and the site characteristics, these
technologies are combined into integrated treatment systems which reduce
contaminant concentrations to levels consistent with prescribed regulatory
standards.

Regulation

The business of the Company and its clients is subject to extensive,
stringent, and evolving regulation by the EPA and various other federal,
state, and local environmental authorities.  These regulations directly impact
the demand for the services offered by the Company.  In addition, the Company
is subject to the Federal Occupational Safety and Health Act, which imposes
requirements for employee safety and health.  The Company believes it is in
material compliance with all federal, state, and local regulations governing
its business.

RCRA.  The Resources Conservation and Recovery Act of 1976 is the principal
federal statute governing hazardous waste generation, treatment, storage, and
disposal.  RCRA, or EPA-approved state programs may govern any waste handling
activities of substances classified as "hazardous."  The 1984 amendments to
RCRA substantially expanded its scope by, among other things, providing for
the listing of additional wastes as "hazardous" and providing for the
regulation of hazardous wastes generated in lower quantities than previously
had been regulated.  Additionally, the amendments impose restrictions on land
disposal of certain hazardous wastes, prescribe more stringent standards for
hazardous waste land disposal sites, set standards for underground storage
tanks and provide for "corrective" action at or near sites of waste management
units.  Under RCRA, liability and stringent operating requirements may be
imposed on a person who is either a "generator" or a "transporter" of
hazardous waste, or an "owner" or "operator" of a waste treatment, storage, or
disposal facility.  The Company does not believe its hazardous waste
remediation services cause it to fall within any of these categories, although
it might be considered an "operator" of a waste management facility or a
"generator" of hazardous waste if it were to control the collection, source,
separation, storage, transportation, processing, treatment, recovery, or
disposal of hazardous wastes, including operation of a treatment unit for
remedial purposes.


                                   4
<PAGE>

Regulation of underground storage tanks (UST) legislation, in particular
Subtitle I of RCRA, focuses on the regulation of underground tanks in which
liquid petroleum or hazardous substances are stored and provides for the
regulatory setting for a portion of the Company's work.  Subtitle I of RCRA
requires owners of all existing underground tanks to list the age, size, type,
location, and use of each tank with a designated state agency.  The EPA has
published performance standards and financial responsibility requirements for
storage tanks over a five year period.  These regulations also require all new
tanks which are installed to have protection against spills, overflows, and
corrosion.  Subtitle I of RCRA provides civil penalties of up to $15,000 per
violation for each day of non-compliance with tank requirements and $10,000
for each tank for which notification was not given or was falsified.  RCRA
also imposes substantial monitoring obligations on parties which generate,
transport, treat, store, or dispose of hazardous waste.

Superfund Act.  The Comprehensive Environmental Response Compensation and
Liability Act of 1980 ("Superfund Act") generally addresses clean-up of
inactive sites at which hazardous waste treatment, storage, or disposal took
place.  The Superfund Act assigns joint and several liability for cost of
clean-up and damages to natural resources to any person who, currently, or at
the time of disposal of a hazardous substance who by contract, agreement, or
otherwise arranged for disposal or treatment, or arranged with a transporter
for transport of hazardous substances owned or possessed by such person for
disposal or treatment;  and to any person who accepts hazardous substances for
transport to disposal or treatment facilities or sites from which there is a
release or threatened release.  Among other things, the Superfund Act
authorized the federal government either to clean up these sites itself or to
order persons responsible for the situation to do so.  The Superfund Act
created a fund, financed primarily from taxes on oil and certain chemicals, to
be used by the federal government to pay for the clean-up efforts.  Where the
federal government expends money for remedial activities, it may seek
reimbursement from the Potentially Responsible Parties ("PRPs").

The liabilities provided by the Superfund Act could, under certain factual
circumstances, apply to a broad range of possible activities by the Company,
including generation of hazardous substances, releases of hazardous substances
during transportation, failure to properly design a clean-up, removal or
remedial plan and failure to achieve required clean-up standards, leakage of
removed wastes in transit or at the final storage site, and remedial
operations on ground water.  Such liabilities can be joint and several where
other parties are involved.

Other.  The Company's operations are subject to other federal laws protecting
the environment, including the Clean Water Act and the Toxic Substances
Control Act.

Many states have also enacted statutes regulating the handling of hazardous
substances, some of which are broader and more stringent than the federal laws
and regulations.


Competitive Conditions

The markets for environmental remediation, as well as demolition and asbestos
removal, continue to be very competitive.  The Company competes with many
different firms ranging from small local firms to large national firms, many of
which have greater financial and marketing resources than the Company.
Competition in environmental services is based largely on competitive pricing
and quality of service provided.  Other competitive factors include geographic
location as well as reputation.  Management believes the Company is one of the
few firms based in its market areas throughout the Northeastern United States
that offers a high quality combination of environmental services at the most
competitive prices.  In addition, through its wide range of environmental
services, good reputation, and competitive pricing, the Company hopes to
maintain a competitive edge in the environmental services business.

The Company operates field offices in Syracuse, Massena, Rochester, Albany,
Plattsburgh, Waverly and Buffalo, New York, as well as Edison, New Jersey and
Cleveland, Ohio. While operations in the Syracuse, Massena, Albany, Buffalo
and Waverly offices are substantial, the Rochester, Plattsburgh, Edison and
Cleveland operations operate at a lower volume.



                                      5
<PAGE>


Seasonality

Typically during the first quarter of each calendar year there is less demand
for environmental remediation due to the cold weather, particularly in the
Northeast and Midwest regions.  In addition, factory closings for the year-end
holidays reduce the volume of industrial waste generated, which results in
lower volumes of waste handled by the Company during the first quarter of the
following year.

Customers

The Company's client base includes state agencies, industrial companies,
railroads, real estate developers, auto parts manufacturers, aluminum
producers, utility companies, waste disposal firms, municipalities, and
engineering firms.  During 2005, the Company performed services for more than
900 clients.  These projects were substantially all short-term (three months
or less) in nature.  The largest business segment for the each of the years
ended December 31, 2005, 2004, and 2003 was Emergency Spill Response services.
Emergency Spill Response accounted for 33%, 33% and 29% of the Company's
revenues for the years ended December 31, 2005, 2004, and 2003, respectively.

During 2005, the Company had sales of approximately $6,047,000 related to a
contract with the New York State Department of Environmental Conservation,
which totaled approximately 28% of the Company's revenues.  The contract with
the New York State Department of Environmental Conservation runs through 2008.
The loss of these sales could have a material adverse effect on the Company.

Insurance

The Company maintains commercial general liability, asbestos liability and
pollution liability insurance which provides aggregate coverage limits of $9
million.  In addition, the Company also maintains workers compensation,
comprehensive automobile, and Directors and Officers liability insurance.  The
Company's insurance coverage is consistent with the insurance requirements
found in the environmental remediation industry.

Employees

The Company has entered into a contractual co-employment agreement with a
third party provider.  As of March 14, 2006, the Company had a total of
approximately 120 full-time employees under this contract.  The Company's
ability to retain and expand its staff will be an important factor in
determining the Company's future success.  The Company considers its relations
with its employees to be good, and the Company has never had a work stoppage
or threat of a work stoppage.


Available Information

Our internet address is www.op-tech.us.  There we make available, free of
charge, our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and any amendments to those reports, as soon as
reasonably practicable after we electronically file such material with the
Securities and Exchange Commission (SEC).  The information found on our Web
site is not part of this or any other report we file with or furnish to
the SEC.

The public may read and copy any materials that we file with the SEC at the
SEC's Public Reference Room located at 450 Fifth Street NW, Washington, DC
20549.  The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains
electronic versions of our reports on its website at www.sec.gov.


                                    6
<PAGE>


ITEM 1A. RISK FACTORS

Operations of the Company are funded by a working capital line of credit.  On
February 13, 2006 the Line of Credit note was amended to increase the
borrowing limit to $5,100,000 and extend the expiration date to April 1, 2007.
The loss of the availability of this line of credit after April 1, 2007 could
have an adverse effect on the Company if alternate financing sources are not
available.

Sales to one customer, the New York State Department of Environmental
Conservation ("NYS DEC") accounted for 28%, 33% and 29% of the Company's
revenues for the years ended December 31, 2005, 2004 and 2003, respectively.
The Company's contract with the NYS DEC expires in November 2008.  The loss of
the NYS DEC contract after November 2008 could have an adverse effect on the
Company.




ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.


ITEM 2. PROPERTIES

Syracuse, New York Branch and Corporate Headquarters

The Company leases approximately 21,000 square feet of office and shop space
at a rate of $7,792 per month plus utilities and real estate taxes.  The term
of the lease extends through June 30, 2006, and does not contain an escalation
clause.  The Company is currently in negotiations with the landlord for a
renewal of its lease at this location.

Massena, New York Branch

The Company owns a 13.93-acre parcel of land located in the Town of Massena,
St. Lawrence County, New York.  This parcel, which has approximately 1,300
feet of frontage on the St. Lawrence River, is located in a protected area
where the water is forty-five feet deep.  This provides excellent dockage for
local ships and ocean-going ships utilizing the St. Lawrence Seaway.  There
are three support buildings on the premises.  The Company is currently
pursuing the sale of this parcel.

On March 9, 2006 the Company entered into an option agreement ("the Agreement")
with a prospective purchaser ("Purchaser)" that grants the Purchaser the
exclusive option to purchase the land.  If the option is exercised, the
Company believes that it will be able to enter into a lease for suitable
office and shop space in the Massena, NY area.


Buffalo, New York Branch

The Company leases approximately 8,445 square feet of office and shop space at
a rate of $3,695 per month plus utilities.  The term of the lease extends
through October 31, 2009 and does not contain an escalation clause.  The lease
contains an option for the Company to renew the lease for 60 additional
months, to October 31, 2014, at the rate of $3,695 per month plus utilities.


                                      7
<PAGE>


Rochester, New York Branch

The Company leases approximately 4,050 square feet of office and shop space at
a current rate of $2,550 per month plus utilities.  The term of the lease
extends through June 30, 2007.  The lease contains a rate escalation clause
which increases the monthly rent to $2,600 on July 1, 2006.

Waverly, New York Branch

The Company leases approximately 12,450 square feet of office, and shop space
at a rate of $4,500 per month plus utilities.  The term of the lease extends
through May 31, 2012 and does not contain and escalation clause.

Albany, New York Branch

The Company leases approximately 11,000 square feet of office and shop space
at a current rate of $4,415 per month plus utilities.  The term of the lease
extends through October 31, 2007.

Edison, New Jersey Branch

The Company leases approximately 5,650 square feet of office and shop space at
a rate of $3,884 per month plus utilities.  The term of the lease extends
through July 31, 2008 and does not contain an escalation clause.  The lease
contains an option for the Company to renew the lease for 36 additional
months, to July 31, 2011, at the rate of $4,245 per month plus utilities from
August 1, 2008 through July 31, 2009,   $4,372 per month plus utilities from
August 1, 2009 through July 31, 2010, and $4,503 per month plus utilities from
August 1, 2010 through July 31, 2011.

Plattsburgh, New York Branch

The Company leases approximately 4,375 square feet of office and shop space at
a rate of $2,000 per month plus utilities.  The term of the lease extends
through December 31, 2006 and does not contain an escalation clause.

Cleveland, Ohio Branch

The Company leases approximately 5,000 square feet of office and shop space at
a rate of $2,500 per month plus utilities.   The term of the lease extends
through March 31, 2008 and does not include an escalation clause.

Equipment

The Company's owned equipment consists primarily of construction equipment
such as vacuum trucks, dump trucks, tankers, excavation equipment, utility
vehicles, pumps, generators, and compressors, some of which have been
specially modified for the Company's use.





                                         8
<PAGE>


ITEM 3. LEGAL PROCEEDINGS

The Company has accrued a $450,000 liability at December 31, 2005.  The
liability has been recorded to cover potential legal costs and fees related to
a claim against the Company.


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


The Company held its annual shareholders meeting on April 27, 2005.  The
shareholders voted on the ratification of Dannible & McKee, LLP as the
Company's auditors, and the election of six directors.  The following votes
were cast for each:

                                                     For              Against
Ratification of Dannible & McKee, LLP as
the Company's auditors                            6,110,749             -0-


Election of Directors:
Robert J. Berger         Director                 6,110,749             -0-
Richard L. Elander       Director                 6,110,749             -0-
Cornelius B. Murphy, Jr. Director                 6,110,749             -0-
Steven A. Sanders        Director                 6,110,749             -0-
George W. Lee            Director                 6,110,749             -0-
Christopher J. Polimino  Director                 6,110,749             -0-



There were no other matters submitted to a vote of the Company's shareholders.


                                        9
<PAGE>



PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

(a) The shares of the Company's common stock are listed on the Over the
Counter Bulletin Board under the symbol OTES.OB.

The high and low closing bid prices for the shares of the Company's common
stock were as follows:

       Quarter Ended               High Bid           Low Bid

       March 31, 2004               $0.51              $0.28
       June 30, 2004                $0.75              $0.45
       September 30, 2004           $0.75              $0.35
       December 31, 2004            $1.01              $0.25
       March 31, 2005               $0.75              $0.55
       June 30, 2005                $0.75              $0.46
       September 30, 2005           $0.75              $0.45
       December 31, 2005            $0.45              $0.28
       First quarter through
          March 20, 2006            $0.50              $0.36

The aforementioned prices reflect inter-dealer prices, without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

(b) At March 20, 2006, there were approximately 199 holders of record of the
Company's common stock.

(c) The Company has never paid any dividends and does not anticipate paying
dividends in the foreseeable future.



Equity Compensation Plan Information

          Number of securities    Weighted-average      Number of securities
            to be issued upon   exercise price of    remaining avail for future
                exercise of        outstanding         issuance under equity
            outstanding options,  options, warrants     compensation plans
            warrants and rights    and rights (1)     (excluding securities
                                                   reflected in column (a)) (1)
                  1)
                  (a)                  (b)                      (c)
                ---------------   ----------------   --------------------------

Equity
compensation
plans approved by
security holders    1,147,331            $0.18                   95,002

Equity
compensation
plans not approved
by security holders     -                   -                        -
                   -----------         ---------              -----------
Total               1,147,331            $0.18                   95,002
                   ===========         =========              ============

(1) As of March 20, 2006.




                                           10
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA


Statement of Operations Data

                                      Year Ended December 31

                        2005       2004        2003        2002        2001

Project Billings    $21,784,096 $18,170,103 $15,037,888 $15,093,052 $13,243,081
Net Income (loss)     ($145,744)   $200,086  $1,959,031    $553,666    $511,393
Net Income (loss)
 Per Share
   Basic                 ($.01)      $.02      $.13        $.04        $.04
   Diluted               ($.01)      $.02      $.12        $.04        $.04



Balance Sheet Data
                                       As of December 31
                         2005      2004        2003        2002        2001

Total Assets        $13,185,755 $12,241,068 $9,124,305  $8,130,139  $5,671,179
Long-Term Obligations$6,024,691  $5,366,959 $4,156,356  $3,570,103  $2,365,615



                                          11
<PAGE>



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2005 the Company had cash and cash equivalents of $90,928 as
compared to $101,738 at December 31, 2004.  Cash in the Company's operating
account is electronically transferred nightly to pay down the Company's
revolving line of credit in order to minimize interest expense.

At December 31, 2005, the Company had working capital of $3,700,136 compared
to working capital of $2,767,034 at December 31, 2004.  The Company had a
current ratio of approximately 1.86 to 1 at the end of 2005 compared to 1.59
to 1 at the end of 2004.

Cash used in operating activities during 2005 was $568,200 compared to cash
provided by operating activities of $476,268 during 2004.  The decrease in
cash provided by operating activities in 2005 was mostly attributable to a net
increase in costs on uncompleted projects applicable to future billings, an
increase in accounts receivable and a decrease in accounts payable.

The Company's net cash used in investing activities of $757,676 during 2005
was attributable to the purchase of various field and office equipment.

Cash provided by financing activities of $1,315,066 in 2005 was primarily due
to the timing of pay downs and cash advances on the Company's line of credit,
as was necessitated by the net cash used in operating and investing activities.

As of February 13, 2006, the Company has a loan agreement that provides for
borrowings up to $5,100,000 on a revolving basis, collateralized by all
accounts receivable, inventory and equipment now owned or acquired later.  The
loan is payable on April 1, 2007, bears interest at a rate of prime plus .50
percent, is subject to certain restrictive financial covenants, and is subject
to default if there is a material adverse change in the financial or economic
condition of the Company.  In addition, the Company has entered into a loan
agreement which provides for borrowings up to $400,000 to be used to provide
equipment financing.  As of December 31, 2005, borrowing against the prior
revolving loan aggregated $4,000,000.

During 2005, all principal payments on the Company's debt were made within
payment terms.

The Company has an interest rate swap agreement that has been designated as a
hedge.  The swap will be evaluated for effectiveness on a quarterly basis and
any ineffective portion will be charged to earnings.  The effect of the swap
is to fix the rate being paid on the new term loan at 7.80%.

The Company expects, based on budgeted operating results and the continued
availability of its line of credit, that it will be able to meet obligations
as they come due.


                                      12
<PAGE>


THE MASSENA PORT FACILITY

The Massena Port Facility is a former oil tank farm that is located on the St.
Lawrence River in Massena, NY.  The property is improved with several
buildings and a deep water docking facility for large ocean going ships.
Currently, the Company uses the property for its Massena branch office
headquarters and equipment storage.  The property has been held for sale since
1996, during which time the carrying value has been reduced from $1,900,000 to
$624,000, which approximates its fair value.  Management's estimation of fair
market value is based upon an evaluation of existing facts and circumstances,
including current real estate market conditions.

On March 9, 2006 the Company entered into an option agreement ("the Agreement")
with a prospective purchaser ("Purchaser)" that grants the Purchaser the
exclusive option to purchase the land and building held for sale.  The
Agreement expires on June 30, 2006.  In consideration for the Agreement, the
Purchaser made a non-refundable payment to the Company in the amount of
$7,900.  If the Purchaser chooses to exercise the option to purchase the land
and buildings, the purchase price shall be payable in cash in the amount of
$850,000, due by August 31, 2006.  Based on the Agreement, an impairment loss
of $100,000 on the carrying value of the land and buildings held for sale was
recorded at December 31, 2005 to adjust the carrying value to $850,000.



CAPITAL RESTRUCTURING

On December 30, 2003, the Company purchased and retired 2,811,070 shares of
its common stock from M&T Bank for $.249 per share, or $700,000.

On March 16, 2004, the Company purchased and retired 1,000,000 shares of its
common stock from O'Brien & Gere Limited for $.25 per share, or $250,000.



RESULTS OF OPERATIONS

This financial review should be read in conjunction with the accompanying
Consolidated Financial Statements and accompanying notes.



FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company's future operating results may be affected by a number of factors,
including the Company's ability to successfully increase market share in its
existing service territory while expanding its services into other markets,
realize benefits from cost reduction programs, sell all or part of the Massena
Property, and utilize its facilities and work force profitably in the face of
intense price competition.


EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2004 the Financial Accounting Standards Board issued Financial
Accounting Standard No. 123(R) "Share Based Payment".  The standard will
require the Company to recognize the fair value of stock options issued as
compensation when granted.  The Securities and Exchange Commission has also
issued Staff Accounting Bulletin 107 "Share Based Payment" which provides the
views of the SEC staff regarding aspects of adopting Statement 123(R).  The
Company plans on adopting the statement in the first quarter of 2006 using the
modified prospective application method.  To date the Company has not computed
the effect of adopting Statement 123(R) on the financial statements.


                                     13
<PAGE>


CONTRACTUAL OBLIGATIONS

The Company's estimated future payments as of December 31, 2005 related to its
material debt and other certain contractual obligations and the timing of those
payments are set forth below.  Since many of these payment amounts are not
fixed, the amounts in the table are solely estimates and the actual amounts may
be different.

                                    Payments Due By Period:

        Contractual                  Less than     2 - 3      4 - 5   More than
         Obligations        Total     one year     years      years    5 years
                        ----------  ----------  ----------  --------  ---------

Long-term debt(1)       $2,491,607   $466,906    $912,755   $755,233   $356,713

Note payable to bank
under line of credit(2)  4,000,000        -     4,000,000        -          -

Interest Expense (3)       954,146    495,789     326,922    116,474     14,961

Operating leases(4)      1,060,885    388,153     445,357    150,875     76,500
                        ----------  ---------   ---------   --------    -------
Total                   $8,506,638 $1,350,848  $5,685,034 $1,022,582   $448,174
                        ==========  ==========  =========  =========   ========


1. Long-term debt represents term loans payable that mature at various dates
through December 2012.  Long-term debt includes scheduled maturities but
excludes interest payments.

2. Note payable to bank under line of credit includes the scheduled maturity
on April 1, 2007, but excludes variable-rate interest payments.  The scheduled
maturity does not consider the Company's ability to draw or pay down the line
of credit facility prior to the maturity date, or the possibility that the
maturity date may be extended by negotiations with the lender.

3. Interest expense represents all interest that will become payable on the
Company's fixed and floating rate long-term debt obligations.  Interest
expense assumes that the prime rate remains at the current rate of 7.5% and
that the Company's working capital line of credit remains at $4,000,000 and is
paid on its maturity date of April 1, 2007.

4. Operating leases represent office facilities and various field equipment
leased under non-	cancelable operating leases expiring at various dates
through 2012.



OFF BALANCE SHEET ARRANGEMENTS

The Company has no off balance sheet arrangements at December 31, 2005 or
December 31, 2004 that require disclosure under this item.


                                 14
<PAGE>


               CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management has identified the following critical accounting policies that
affect the Company's more significant judgments and estimates used in the
preparation of the Company's consolidated financial statements.  The
preparation of the Company's financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the Company's management to make estimates and judgments that affect
the reported amounts of assets and liabilities, revenues and expenses, and
related disclosures of contingent assets and liabilities.  On an on-going
basis, management evaluates those estimates, including those related to assets
held for sale, valuation allowances on deferred tax assets, revenue
recognition, allowance for doubtful accounts and contingencies and litigation.
The Company states these accounting policies in the notes to the consolidated
financial statements and in relevant sections in this discussion and analysis.
These estimates are based on the information that is currently available to
the Company and on various other assumptions that management believes to be
reasonable under the circumstances.  Actual results could vary from those
estimates.

The Company believes that the following critical accounting policies affect
significant judgments and estimates used in the preparation of its
consolidated financial statements:

Contracts are predominately short-term in nature (less than three months) and
revenue is recognized as costs are incurred.  Project costs are generally
billed in the month they are incurred and are shown as current assets.
Revenues recognized in excess of amounts billed are recorded as an asset.  In
the event interim billings exceed costs and estimated profit, the net amount
of deferred revenue is shown as a current liability.  Estimated losses are
recorded in full when identified.

The Company maintains an allowance for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments, which
results in bad debt expense.  Management determines the adequacy of this
allowance by continually evaluating individual customer receivables,
considering the customer's financial condition, credit history and current
economic conditions.  If the financial condition of customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.

The Company maintains a valuation allowance on its deferred tax asset based on
the amount of net operating losses that management believes it will utilize
prior to the expiration dates of these losses.  Management determines the
adequacy of this allowance by continually evaluating its ongoing profitability
and its ability to generate taxable income in the future sufficient to utilize
the net operating losses.  If the profitability of the Company were to change,
it could effect the amount of net operating losses that could be utilized and
require an adjustment to the valuation allowance.

The Company establishes accruals for loss contingencies related to litigation
and claims.  These estimates are prepared using information available to
management at the time of the accrual and at each reporting period.  Events and
circumstances could change requiring management to revise or adjust amounts
accrued for loss contingencies.



                                         15
<PAGE>


2005 COMPARED TO 2004

Revenues

During the year ended December 31, 2005, the Company's revenues increased 20%
to $21,784,096 as compared to $18,170,103 for the year ended December 31, 2004.
The increase in revenue is due to several factors. Revenues from New York
State Department of Environmental Conservation ("NYSDEC") increased
approximately $2,202,000.  The increased revenue from NYSDEC is primarily due
to one large remediation project in Buffalo, NY that earned approximately
$2,377,000 in revenue.  In addition, total revenue generated from smaller
projects increased as well.  Seven of the nine branch offices experienced
higher revenue in 2005 than in 2004.


Project Costs and Gross Margin

Project costs for the year ended December 31, 2005 increased 20% to
$15,955,533 from $13,334,686 for the year ended December 31, 2004.  Project
costs as a percentage of revenues was 73% for the years ended December 31,
2005 and 2004.  The gross profit margin for the years ended December 31, 2005
and 2004 was 27%.  Project costs paid to St. Lawrence Industrial Services,
Inc., a related party, amounted to approximately $734,000 in 2005 and $838,000
in 2004.


Selling, General, and Administrative Expenses

During the year ended December 31, 2005, selling, general, and administrative
("SG&A") expenses increased 20% to $5,107,218 compared to $4,248,611 reported
for the previous year.  SG&A expenses were approximately 23% of project
revenue for the years ended December 31, 2005 and December 31, 2004.

When comparing 2005 to 2004, the overall increase in operating expenses is due
to several factors:

   Business insurance increased 22% to $403,186.  The increase in insurance
expense is due to the continuing increase in premiums in the insurance market.

   Fuel expense increased 36% to $646,816.  The increase in fuel expense is
due to significantly higher fuel prices, additional pieces of equipment, and
higher utilization of the Company's equipment.

   Occupancy expense increased 25% to $493,332.  The increase in occupancy
expense is attributable to new leases entered into for an additional space in
Waverly, NY and a larger office in Edison, NJ.  In addition, heating costs
were significantly higher in 2005.

   Equipment repair and maintenance expense increased 49% to $539,211.  The
increase in equipment repairs and maintenance was due to the hiring of an
additional mechanic, the increased size of the equipment fleet, the higher
average age of the equipment fleet, and an increased effort to maintain the
fleet in top working condition.


Provision for Impairment of Land and Buildings Held for Sale

At December 31, 2005 the Company recognized a provision for impairment of its
land and buildings held for sale in the amount of $100,000 to adjust the
carrying value of the land and building held for sale to $850,000.


Litigation Defense Reserve

The Company has recorded a $450,000 litigation defense reserve at December 31,
2005.  The reserve has been recorded to cover potential legal expenses and
fees related to a claim against the Company.

                                         16
<PAGE>

Operating Income

As a result of the factors discussed above, for the year ended December 31,
2005, the Company reported operating income of $171,345 compared to $586,806
for the previous year.

Interest Expense

Interest expense increased 51% to $384,240 in 2005 compared to $253,854 in
2004.  The increase in interest expense was primarily due to an increase in
the rates paid on the Company's floating rate debt that is tied to changes in
the prime rate.  The prime rate increased from 5.25% at December 31, 2004 to
7.25% at December 31, 2005.  In addition, the average outstanding balance on
the revolving loan and long-term debt increased when comparing the year ended
December 31, 2005 with the same period in 2004.

Net Loss Before Income Taxes

Net loss before income taxes amounted to $242,744 in 2005 compared to net
income before income taxes of $332,684 in 2004.

Income Tax Benefit

The Company recorded a net income tax benefit of $97,000 in 2005 compared to
an income tax expense of $132,598 in 2004.

Net Loss

Net loss for the year ended December 31, 2005 was $145,744 or $.012 per share
basic & diluted compared to net income of $200,086, or $.017 per share basic
and $.016 diluted, for the year ended December 31, 2004.


                                        17
<PAGE>


2004 COMPARED TO 2003

Revenues

During the year ended December 31, 2004, the Company's revenues increased 21%
to $18,170,103 as compared to $15,037,888 for the year ended December 31, 2003.
  The increase in revenue is due to several factors.  Revenues from New York
State Department of Environmental Conservation ("NYSDEC") increased
approximately $1,580,000.  The increased revenue from NYSDEC is primarily due
to a $1,200,000 soil excavation project in the Massena, NY area in the fourth
quarter of 2004.  Four other large projects in 2004, including a spill
response project on the Erie Canal near Rochester, NY in December 2004, a
spill response project on the Delaware River near Philadelphia, PA in December
2004, a spill response and remediation project on a road near Geneva, NY in
June 2004, and a train derailment spill response and remediation project on a
railroad near Ticonderoga, NY in March, 2004, aggregated revenue of
approximately $2,465,000.  The Company has historically performed several
large spill response projects every year.  These large spill response projects
generate revenue of between $1,800,000 and $2,500,000 per year.

In addition, the creation and development of the sales department in 2004 has
led to significantly more opportunities and project billings throughout the
Company.

Project Costs and Gross Margin

Project costs for the year ended December 31, 2004 increased 24% to $13,334,686
from $10,756,145 for the year ended December 31, 2003.  Project costs as a
percentage of revenues increased to 74% for the year ended December 31, 2004
compared to 72% for the same period in 2003.  The gross profit margin for the
year ended December 31, 2004 was 26% versus 28% for the year ended
December 31, 2003.  Project costs paid to St. Lawrence Industrial Services,
Inc., a related party, amounted to approximately $838,000 in 2004 and
$1,210,000 in 2003.

The decrease in the gross margin is due to a higher volume of excavation
projects in 2004, including the $1,200,000 soil excavation project for the
NYSDEC mentioned above, compared to 2003.  Excavation projects typically
produce a lower gross margin as a result of 3rd party trucking and landfill
expenses that are treated as a pass-through expense at a specified mark-up.

Selling, General, and Administrative Expenses

During the year ended December 31, 2004, selling, general, and administrative
("SG&A") expenses increased 18% to $4,248,611 compared to $3,606,012 reported
for the previous year.  SG&A expenses were approximately 24% of sales for each
of the years ended December 31, 2004 and December 31, 2003.

When comparing 2004 to 2003, the overall increase in operating expenses is due
to several factors:

   Payroll expense increased 20% to $1,842,959. During the fourth quarter of
2003 and the first three quarters of 2004, new employees were added in the
Cleveland, Edison, Albany, Syracuse and Massena branch offices.  Each of these
offices added new employees as a result of anticipation of increased sales
volume and long-term growth plans.  In addition, over the last 12 months four
employees were added to the sales department.

   Business insurance increased 37% to $328,640.  The increase in insurance
expense is due to a single one-time loss resulting in a significant claim
being paid out of the Company's general liability insurance policy.

   Fuel expense increased 64% to $477,426.  The increase in fuel expense is
due to significantly higher fuel prices, additional pieces of equipment, and
higher utilization of the Company's equipment.

   Occupancy expense increased 18% to $395,532.  The increase in occupancy
expense is attributable to new leases entered into since the third quarter of
2003 for a new office in Cleveland, OH and larger offices in Edison, NJ,
Plattsburgh, NY and Rochester, NY.


                                       18
<PAGE>


Operating Income

As a result of the factors discussed above, for the year ended December 31,
2004, the Company reported operating income of $586,806 compared to $675,731
for the previous year.

Interest Expense

Interest expense increased 33% to $253,854 in 2004 compared to $190,707 in
2003.  The increase in interest expense was primarily due to an increase in
the rates paid on the Company's floating rate debt that is tied to changes in
the prime rate.  The prime rate increased from 4% at 12/31/03 to 5.25% at
12/31/04.  In addition, the average outstanding balance on the revolving loan
and long-term debt increased when comparing the year ended December 31, 2004
with the same period in 2003.

Net Income Before Income Taxes

Net income before income taxes amounted to $332,684 in 2004 compared to
$481,369 in 2003.

Income Tax Expense

The Company recorded a net income tax expense of $132,598 compared to a net
income tax benefit of $1,477,662 in 2003.

Net Income

Net income for the years ended December 31, 2004 and 2003 was $200,086 or $.02
per share basic & diluted, and $1,959,031, or $.13 per share basic and $.12
diluted, respectively.




                                          19
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

The Company is exposed to market risk, including changes in interest rates
because of its variable rate debt.  To manage the potential exposure, the
Company enters into various derivative transactions, mainly interest rate
swaps.  The financial impact of these hedging instruments are offset in part
or in whole by corresponding changes in the underlying exposures being
hedged.  The Company does not hold or issue derivative financial instruments
for trading purposes.  Note 9 to the consolidated financial statements
includes a discussion of the Company's accounting policies for financial
instruments.

Interest rate swaps are used to hedge a term debt obligation.  Based on the
Company's overall interest rate exposure as of and during the year ended
December 31, 2005, including derivative and other rate sensitive instruments,
a one percent change in interest rates would increase or decrease interest
expense by approximately $42,000 annually.

The Company is aware that if the economy were to slow down, the Company's
business could be affected by other companies closing operations or reducing
production, which could reduce the amount of waste generated or industrial
cleaning projects available.  In order to try to mitigate this market risk,
the Company continues to make every effort to secure more emergency spill
response contracts and long-term environmental remediation and industrial
cleaning projects.

For more information regarding market risk, see the audited financial
statements submitted under Item 15 of this report.





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The consolidated financial statements and related financial schedule of the
Company and the report of Dannible & McKee LLP are submitted under Item 15 of
this report.




ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None



                                   20
<PAGE>


ITEM 9a - CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.
As of the end of the period covering this Form 10-K, we evaluated the
effectiveness of the design and operation of our "disclosure controls and
procedures". OP-TECH conducted this evaluation under the supervision and with
the participation of management, including our Chief Executive Officer and
Chief Financial Officer.

(i) Definition of Disclosure Controls and Procedures.
Disclosure controls and procedures are controls and other procedures that are
designed with the objective of ensuring that information required to be
disclosed in our periodic reports filed under the Exchange Act, such as this
report, is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. As defined by the SEC, such
disclosure controls and procedures are also designed with the objective of
ensuring that such information is accumulated and communicated to our
management, including the Chief Executive Officer and Chief Financial Officer,
in such a manner as to allow timely disclosure decisions.

(ii) Limitations on the Effectiveness of Disclosure Controls and Procedures
and Internal Controls.
OP-TECH recognizes that a system of disclosure controls and procedures (as
well as a system of internal controls), no matter how well conceived and
operated, cannot provide absolute assurance that the objectives of the system
are met. Further, the design of such a system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented in a number of ways. Because of the inherent limitations in a
cost-effective control system, system failures may occur and not be detected.
However, the Chief Executive Officer and Chief Financial Officer believe that
our system of disclosure controls and procedures provides reasonable assurance
of achieving their objectives.

(iii) Conclusions with Respect to Our Evaluation of Disclosure Controls and
Procedures.
Our Chief Executive Officer and Chief Financial Officer have concluded, based
on the evaluation of these controls and procedures, that our disclosure
controls and procedures are effective in timely alerting them to material
information relating to OP-TECH required to be included in OP-TECH's periodic
SEC filings.

(b) Changes in Internal Controls.
There have been no changes in OP-TECH's internal controls over financial
reporting during the last fiscal quarter of 2005 that has materially affected
or is reasonably likely to affect the Company's internal control over
financial reporting.


ITEM 9b - OTHER INFORMATION

None


                                             21
<PAGE>


PART III

ITEM 10. DIRECTORS AND OFFICERS OF THE COMPANY

The following table sets forth certain information about the directors of the
Company, all of whom were unanimously elected at the Annual Meeting of
Stockholders of the registrant on April 27, 2005 for a term of one year.

Each director has served continuously since he was first elected.

The Board of Directors held five meetings during the last calendar year.  All
of the directors attended more than 75% of the total number of meetings held
by the Board of Directors.

Name, Age
Principal Occupation
Year First Elected
Certain Other Information


Robert J. Berger (59)
Director and Chairman of the Board
1998
Mr. Berger has served in his present position as Director since November 1998,
and as Chairman of the Board since February 2000.  Mr. Berger was employed in
various positions for OnBank from 1978 through March 31, 1998, his last
position being Senior Vice President, Treasurer, and Chief Financial Officer.
From April through August 1998, he served as consultant to M&T Bancorp.
pursuant to its merger agreement with OnBank.  From August 1998 through 2004,
he was an Adjunct Professor at LeMoyne College in Syracuse, New York.  From
August 1998 through June 2002, he served as Director of the Madden Institute
of Business Education at LeMoyne College.  Mr. Berger is also Chairman,
President, and Chief Executive Officer of St. Lawrence Industrial Services,
Inc.



Richard L. Elander (64)
Director
1991
Mr. Elander has served in his present position as a Director since November of
1991. Mr. Elander currently serves as the Commissioner of the Onondaga County
Department of Water Environment Protection.



Cornelius B. Murphy, Jr. (61)
Director
1991
Dr. Murphy has served in his current position since December 1991.  Dr. Murphy
has been a director of O'Brien & Gere Limited since 1985.  Dr. Murphy also
served as President of O'Brien & Gere Limited from December 1997 to May 1999
and Chairman of the Board of O'Brien & Gere Engineers from January 1993 to
December 1998.  Dr. Murphy currently serves as President of the State
University of New York College of Environmental Science and Forestry, which is
located in Syracuse, New York.


                                          22
<PAGE>


Steven A. Sanders (60)
Director
1991
Mr. Sanders has served in his present position as a Director since December
1991.  Since January 1, 2004, he has been of counsel to the law firm of Rubin,
Bailin, Ortoli, Mayer & Baker, LLP.  From January 1, 2001 to December 31, 2003,
he was counsel to the law firm of Spitzer & Feldman PC.  Mr. Sanders served as
a partner in the law firm of Beckman, Millman & Sanders LLP from October 1997
to December 2000.



Christopher J. Polimino (40)
Director, President and CEO
2002
Mr. Polimino was named Chief Executive Officer in January 2001, and has been
President of the Company since January 2000.  He has been with the Company
since December of 1994 and has previously served as Executive Vice President,
General Manager, and Controller.



George W. Lee (57)
Director
2002
Mr. Lee was elected to the Board in December 2002.  Mr. Lee co-founded
Blasland, Bouck and Lee, Inc., an Engineering News Record top 100 worldwide
engineering and scientific services company in 1984.  He served in various
capacities in this firm, including Executive VP, Director of Marketing and
Director of Health and Safety from 1984 to 1994.  Mr. Lee served on the Board
of Directors of Blasland, Bouck and Lee, Inc. from 1984 to 2005.  Since 1984
Mr. Lee has been active as a consultant to new business ventures involved in
professional development and wastewater treatment.  In October 2005 Mr. Lee
joined Pyramid Brokerage of Central New York.



Richard Messina (43)
Director
2005
Mr. Messina was elected to the Board in November 2005.  Mr. Messina founded
The Benchmark Company, LLC, a securities broker-dealer, in 1988.  Benchmark
operates out of offices in New York, Boston and Denver and is primarily
engaged in equity research, sales, and trading on behalf of institutional
clients.  Mr. Messina currently serves as Co-Chief Executive Officer of the
firm.



Richard Jacobson (42)
Director
2006
Mr. Jacobson was elected to the Board in February 2006.  Mr. Jacobson is
currently a Senior Managing Director with Stern Capital.  From 1999 to 2003 he
was a Vice President and Managing Director in the merchant banking group of
Indosuez Capital.  From 1997 to 1999 he was a Vice President in the leveraged
finance group of SG Cowen.  From 1994 to 1997 he was an associate in the
leveraged finance group of Chemical Securities, Inc.  Mr. Jacobson began his
career as an attorney for the law firm of Jacobs, Persinger and Parker.



                                          23
<PAGE>


AUDIT COMMITTEE

In October of 2002, the Company's Board of Directors formed an Audit Committee
(the "Committee"). The members of the Committee are Messrs. Cornelius Murphy,
Richard Elander, and George Lee. The Committee operates under a written
charter adopted by the Board of Directors.  The Committee held 2 meetings
during the year ended December 31, 2005.  Its duties and responsibilities
include the following:

   Provides oversight of the financial reporting process and management's
responsibility for the integrity, accuracy and objectivity of financial
reports, and accounting and financial reporting practices.
   Recommends to the Board the appointment of the Company's independent
registered accounting firm.
   Provides oversight of the adequacy of the Company's system of internal
controls.
   Provides oversight of management practices relating to ethical
considerations and business conduct, including compliance with laws and
regulations.

The Committee has met and held discussions with the Chief Financial Officer
and the Company's independent accountants, Dannible & McKee, LLP, regarding
audit activities. Management has the primary responsibility for the Company's
systems of internal controls and the overall financial reporting process.  The
independent accountants are responsible for performing an independent audit of
the Company's consolidated financial statements in accordance with auditing
standards of the Public Company Accounting Oversight Board (United States),
and to issue a report thereon.  The Committee's responsibility is to monitor
and oversee these processes.  However, the members of the Committee are not
certified public accountants, professional auditors or experts in the fields
of accounting and auditing and rely, without independent verification, on the
information provided to them and on the representations made by management and
the independent accountants.

The Committee recommended to the Board of Directors the appointment of
Dannible & McKee, LLP as the Company's independent accountants for the year
2005, as ratified by shareholders.  The Company's independent accountants
provided to the Committee the written disclosure required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Committee discussed with the independent accountants that
firm's independence.

Management represented to the Committee that the Company's consolidated
financial statements were prepared in accordance with generally accepted
accounting principles.  The Committee has reviewed and discussed the
consolidated financial statements with management and the independent
accountants.  The Committee discussed with the independent accountants matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees) as currently in effect.  Based on these
discussions and reviews, the Committee recommended that the Board of Directors
include the audited consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2005 for filing with the
Securities and Exchange Commission.

The Committee does not have a financial expert.  Due to the small size of the
Company and lack of financial complexity, the Committee does not anticipate
adding a financial expert.



                                          24
<PAGE>


EXECUTIVE OFFICERS OF THE COMPANY

Name
Age
Position Held


Christopher J. Polimino
40
President and Chief Executive Officer
Mr. Polimino was named Chief Executive Officer ("CEO") in January 2001, and
has been President of the Company since January 2000.  He has been with the
Company since December of 1994 and has previously served as Executive Vice
President, General Manager, and Controller.


Charles B. Morgan
52
Executive Vice President
Mr. Morgan was named Chief Operating Officer ("COO") in August 2002.  In
October 2005 Mr. Morgan's title was changed to Executive Vice President.
Prior to joining OP-TECH, Mr. Morgan served as a Vice President with the firm
of Camp, Dresser and McKee, an Engineering News Record top 20, Boston, MA
based consulting, engineering, construction and operating firm.


Douglas R. Lee
35
Chief Financial Officer & Treasurer
Mr. Lee was named Chief Financial Officer ("CFO") in August 2002 and Treasurer
in December 2001, and has been Controller of the Company since March 2001.
Mr. Lee is an inactive Certified Public Accountant in New York State.  He
previously worked as an Auditor for a public accounting firm from 1993 to
1999, and as Controller for a manufacturing and retail company from 1999 to
February 2001.



CODE OF ETHICS FOR SENIOR OFFICERS

The Company has adopted a code of ethics that applies to its senior executive
and financial officers.  The Code of Ethics for senior officers is included in
Exhibit 14.



                                         25
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth summary information concerning compensation
paid or accrued by the Company for services rendered during the last three
fiscal years by the Named Executive Officers.

Summary Compensation Table


                        Annual Compensation            Long Term Compensation
                                                         Awards    Payments

Name and                           Other Annual   # of     LTIP     All Other
Principal Position   Year  Salary  Compensation  Options  Payouts  Compensation
------------------   ----  ------  ------------  -------  -------  ------------

Christopher J.
  Polimino           2005 $185,000      -0-     60,000      -0-       -0-
CEO and President    2004 $175,000      -0-       -0-       -0-       -0-
                     2003 $175,000   $10,000   100,000      -0-       -0-


Charles B. Morgan    2005 $145,000      -0-     50,000      -0-       -0-
COO                  2004 $140,000      -0-       -0-       -0-       -0-
                     2003 $115,000    $5,000    50,000      -0-       -0-


The Company has no formal deferred compensation or bonus plans.  The Company
has adopted an incentive compensation plan.


Options / SARS Grants in last fiscal year

                  Number of     % of total
                 Securities     Options/SARS                              Grant
                 underlying      Granted to                                date
                Options/SARS     Employees     Exercise    Expiration   present
Name               Granted     in fiscal year  Price($/sh)   Date         value

Christopher J.
   Polimino    60,000/369,000      16.3%         $0.40      01/26/2015  $33,000


Charles B.
   Morgan      50,000/369,000      13.6%         $0.40      01/26/2015  $27,500



Aggregated Option Exercises in Last Fiscal Year


                                       (Exercisable/Unexercisable)

                                    Number of securities   Value of Unexercised
      Shares acquired               underlying unexercised in-the money options
Name    on exercise  Value realized   options at year-end       at year-end
----- -------------- -------------- ---------------------- --------------------
Christopher J  -0-          $0            91,666/93,334        $28,833/$12,067
   Polimino

Charles B.    16,666     $9,166           33,334/66,668         $11,167/$6,834
   Morgan


Compensation of Directors

Directors of the Company are paid $1,000 for each meeting plus reimbursement
for their actual expenses incurred in attending meetings.


                                          26
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT


The following table sets forth certain information regarding the beneficial
ownership of the company's common stock at March 20, 2006 by persons who, to
the knowledge of the Board of Directors, beneficially own more than five
percent of the outstanding shares of common stock of the Corporation.

All voting power of the Corporation is vested in its common stock.  As of the
close of business on March 20, 2006, 11,745,371 shares of common stock par
value $.01 per share were outstanding.  Each share of common stock is entitled
to one vote.



Name and Address              Amount and Nature
of Beneficial Owner       of Beneficial Ownership(1)(2)  Percentage of Class(1)
---------------------     -----------------------------  ----------------------

Richard Messina                4,208,451(2)(3)                  33%
40 Fulton Street, 19th Floor
New York, NY 10038

Robert Berger                  1,171,667(4)                      9%
121 Shirley Rd.
Syracuse, NY 13224

Jurg Walker                    1,000,000                         8%
3 Avenue De La Costa
Monaco 98000

Kevin Eldred                     835,000                         7%
1007 Overlook Terrace
Cazenovia, NY 13035



(1) Based upon the sum of (a) 11,745,371 shares of common stock outstanding,
(b) 709,349 outstanding, unexercised options to purchase shares pursuant to
the 2002 Stock Option Plan, and (c) warrants to purchase 480,000 shares issued
to Summit Capital Associates, Inc.

(2) All shareholder's directly or beneficially own all shares except for Mr.
Messina who owns 1,343,933 shares directly and 2,864,518 shares indirectly.

(3) Includes 480,000 shares issuable upon the exercise of warrants to purchase
common stock issued to Summit Capital Associates, Inc.

(4) Includes options to purchase 13,333 shares of Common Stock.



                                      27
<PAGE>


The following table sets forth certain information furnished to the Company
regarding the beneficial ownership of the Company's common stock at March 20,
2006 by each director and nominee for election as director and each elective
officer. Unless otherwise indicated, the beneficial owner has sole voting and
investment power with respect to such shares of common stock.

Name of               Number of Shares of Common
Beneficial Owner      Stock Beneficially Owned (3) (4)    Percentage of Class

Richard Messina (1)                  4,208,451               33%

Robert J. Berger (1)                 1,171,667                9%

Richard L. Elander (1)                 429,565                3%

Steven A. Sanders (1)                   45,352               <1%

Cornelius B.Murphy, Jr. (1)             21,424               <1%

Christopher J. Polimino (1) (2)        295,454                2%

George W. Lee (1)                      186,666                1%

Richard Jacobson (1)                      -0-                 0%

Charles Morgan (2)                     200,000                1%

Douglas R. Lee (2)                     140,000               <1%

All Directors as a Group (8 persons) 6,358,579               49%


(1) Director
(2) Officer
(3) Includes unexercised options to purchase shares of common stock:
  Mr. Berger    13,333
  Mr. Elander   13,333
  Mr. Sanders   13,333
  Mr. Murphy    10,000
  Mr. Polimino 185,000
  Mr. GW Lee    16,667
  Mr. Morgan   100,000
  Mr. DR Lee   113,334



                                       28
<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Steven A. Sanders, a director of the Company, is of counsel to Rubin, Bailin,
Ortoli, Mayer & Baker, LLP, which provides professional services to the
Company, and it is anticipated that it will continue to do so.  The cost of
these services in 2005 was approximately $5,000.

The Company purchases subcontract labor services from St. Lawrence Industrial
Services, Inc., which is owned by Robert J. Berger, a director of the
Company.  The costs for these services amounted to approximately $734,000 in
2005.



                                       29
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


Fees billed by Dannible & McKee, LLP, the Company's principal accountants in
the aggregate for each of the last two years were as follows:


                                 2005        2004

            Audit Fees        $ 31,000    $ 28,000

            Tax Fees          $ 14,750    $ 10,200


There were no other fees billed for services other than those noted above.

The fees for tax services represent fees for compliance related to Federal and
state tax return preparation and filing.

The fees for audit and tax services for 2005 were proposed to the audit
committee and approved by that committee in an engagement letter.  No other
services were provided by the accountants that would require approval by the
audit committee.



                                      30
<PAGE>


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K


                                                                           Page
(a) Financial Statements
  (1) Report of Independent Accountants                                    F-2
      Consolidated Balance Sheets at December 31, 2005 and 2004            F-3
      Consolidated Statement of Operations for the years ended
         December 31, 2005, 2004, and 2003                                 F-4
      Consolidated Statements of Shareholders' Equity for
         the years ended December 31, 2005, 2004, and 2003                 F-5
      Consolidated Statements of Cash Flows for the years ended
         December 31, 2005, 2004, and 2003                                 F-6
      Notes to Consolidated Financial Statements                           F-7

  (2) Schedule II, Valuation and Qualifying Accounts for the Years
         Ended 2005, 2004, and 2003                                       F-20


All other schedules are omitted because they are not required, are
inapplicable, or the information is otherwise shown in the Financial
Statements or notes thereto.


(b) Exhibits

10.1 Stock Option Plan - Incorporated herein by reference to the
       Company's Information Statement filed November 6, 2002
14   Code of Ethics                                                        E-1
21   Subsidiaries of the Registrant                                        E-2
31   Certifications                                                        E-3
32   Section 1350 Certifications                                           E-5




                                     31
<PAGE>



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                     OP-TECH Environmental Services, Inc.
                                                 (Registrant)

                                     By:/s/ Christopher J. Polimino
                                     Christopher J. Polimino
                                     President and Chief  Executive Officer

March 28, 2006

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 28th day of March 2006.


/s/ Robert J. Berger
Director and Chairman of the Board
Robert J. Berger

/s/ Richard Messina
Director
Richard Messina

/s/ Richard L. Elander
Director
Richard L. Elander

/s/ Cornelius B. Murphy
Director
Cornelius B. Murphy

/s/ Richard Jacobson
Director
Richard Jacobson

/s/ Steven A. Sanders
Director
Steven A. Sanders

/s/ George W. Lee
Director
George W. Lee

/s/ Christopher J. Polimino
President, Chief Executive Officer and Director
Christopher J. Polimino

/s/ Charles B. Morgan
Chief Operating Officer
Charles B. Morgan

/s/ Douglas R. Lee
Chief Financial Officer and Treasurer
Douglas R. Lee


                                         32
<PAGE>




                 OP-TECH Environmental Services, Inc. and Subsidiaries
                          Consolidated Financial Statements
                              December 31, 2005 and 2004


Independent Registered Accounting Firm

To the Shareholders and Board of Directors of
OP-TECH Environmental Services, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of OP-TECH
Environmental Services, Inc. and Subsidiaries as of December 31, 2005 and
2004, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the three year
period ended December 31, 2005.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements and financial statement schedule
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
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of OP-TECH Environmental Services, Inc. and Subsidiaries as of December 31,
2005 and 2004, and the consolidated results of their operations and their cash
flows for each of the years in the three year period ended December 31, 2005,
in conformity with accounting principles generally accepted in the United
States of America.

In connection with our audits of the financial statements referred to above,
we audited the financial schedules listed under Item 15.  In our opinion,
these financial schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information stated therein.


/s/ Dannible & McKee, LLP
Syracuse, New York

February 3, 2006
(except as to Note 9, which is as of February 13, 2006, and Note 7, which
is as of March 9, 2006)


                                       F2
<PAGE>



                 OP-TECH Environmental Services, Inc. and Subsidiaries
                             Consolidated Balance Sheets
                              December 31, 2005 and 2004


                                                            2005        2004
        Assets

Current assets:
 Cash (Note 4)                                            $90,928    $101,738
 Accounts receivable, net (Notes 1 and 5)               5,812,977   5,632,209
 Costs on uncompleted projects applicable
   to future billings                                   1,403,292     879,200
 Inventory                                                231,088     227,463
 Current portion of deferred tax asset                    272,500      45,500
 Prepaid expenses and other current assets, net           395,418     531,500
                                                       -----------  ---------
     Total current assets                               8,206,203   7,417,610

Property and equipment, net (Note 6)                    2,837,340   3,415,731
Land and Buildings held for sale (Note 7)                 850,000         -
Deferred tax asset (Note 11)                            1,258,064   1,378,878
Other assets                                               34,148      28,849
                                                       -----------  ----------
     Total Assets                                     $13,185,755 $12,241,068
                                                      =========== ===========

    Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                      $1,953,688  $2,533,373
 Outstanding checks in excess of bank balance (Note 4)    357,249         -
 Billings in excess of costs and estimated
   profit on uncompleted contracts                        600,705   1,096,475
 Accrued expenses and other current liabilities           450,509     245,057
 Accrued litigation defense reserve (Note 8)              450,000         -
 Current portion of long-term debt (Note 9)               466,916     775,671
                                                       -----------  ---------
     Total current liabilities                          4,279,067   4,650,576

Long-term debt, net of current portion (Note 9)         2,024,691   2,210,913
Note payable to bank under line of credit (Note 9)      4,000,000   2,380,375
                                                       -----------  ---------
     Total liabilities                                 10,303,758   9,241,864
                                                       -----------  ---------

Shareholders' equity:
  Common stock, par value $.01 per share; authorized
    20,000,000 shares; 11,745,371 and 11,697,707
    shares outstanding as of December 31, 2005
    and 2004, respectively                                117,454     116,976
  Additional paid-in capital                            6,855,901   6,842,942
  Accumulated deficit                                  (4,106,458) (3,960,714)
  Accumulated other comprehensive income                   15,100         -
                                                      -----------  -----------
     Shareholders' equity, net                          2,881,997   2,999,204
                                                      -----------  -----------

     Total Liabilities and Shareholders' Equity       $13,185,755 $12,241,068
                                                      =========== ============


The accompanying notes are an integral part of the consolidated financial
statements.


                                        F3
<PAGE>


                 OP-TECH Environmental Services, Inc. and Subsidiaries
                          Consolidated Statements of Operations
                      Years Ended December 31, 2005, 2004 and 2003


                                               2005        2004        2003

Project billings and services              $21,784,096 $18,170,103 $15,037,888
Project costs                               15,955,533  13,334,686  10,756,145
                                           ----------- ----------- -----------
  Gross margin                               5,828,563   4,835,417   4,281,743

Selling, general and administrative expenses 5,107,218   4,248,611   3,606,012
Litigation defense reserve (Note 8)            450,000       -           -
Provision for impairment of land and
  buildings held for sale                      100,000       -           -
                                            ---------- ----------- -----------
  Operating income                             171,345     586,806     675,731
                                            ---------- ----------- -----------

Other income (expense):
  Interest expense                            (384,240)   (253,854)   (190,707)
  Other, net                                   (29,849)       (268)     (3,655)
                                            ----------- ----------- -----------
                                              (414,089)   (254,122)   (194,362)
                                            ----------- ----------- -----------
     Net income (loss) before income taxes    (242,744)    332,684     481,369
                                            ----------- ----------- -----------

Income tax benefit (expense) (Note 11)
  Current                                      (10,066)    (13,598)    (26,000)
  Deferred                                     107,066    (119,000)  1,503,662
                                            -----------  ---------- ----------
                                                97,000    (132,598)  1,477,662
                                            -----------  ---------- ----------
     Net Income (Loss)                       $(145,744)   $200,086  $1,959,031
                                            ===========  ========== ==========

Earnings (Loss) per common share:
    Basic                                      ($0.012)     $0.017     $0.128
    Diluted                                    ($0.012)     $0.016     $0.123

Weighted average shares outstanding:
    Basic                                   11,729,154  11,849,508  15,356,993
    Diluted                                 11,729,154  12,351,091  15,863,420



The accompanying notes are an integral part of the consolidated financial
statements.


                                        F4
<PAGE>





                 OP-TECH Environmental Services, Inc. and Subsidiaries
                   Consolidated Statements of Shareholders' Equity
                     Years Ended December 31, 2005, 2004 and 2003


                                              Additional
                             Common    Common  Paid-In  Accumulated
                             Shares    Stock   Capital     Deficit      Total
                           ----------  ------  --------  ------------  --------

Balance at
  December 31, 2002       15,318,787 $153,188  $7,705,482$(6,119,831)$1,738,839

Issuance of 98,328 Shares     98,328      983       4,917      -          5,900

Purchase and Retirement
  of 2,811,070 Shares     (2,811,070) (28,111)   (671,889)     -      (700,000)

Tax Benefit of the Exercise
  of Stock Options              -        -         15,338      -        15,338

Net Income                      -        -            -    1,959,031  1,959,031
                          ---------- ---------- -------- ----------  ---------

Balance at December
  31, 2003               12,606,045  126,060  7,053,848  (4,160,800)  3,019,108

Purchase and Retirement
 of 1,000,000 Shares     (1,000,000) (10,000)  (240,000)      -       (250,000)

Issuance of 3,333 Shares      3,333       33        300       -            333

Issuance of 88,329 Shares    88,329      883      4,416       -           5,299

Tax Benefit of the Exercise
 Of Stock Options               -         -      24,378       -          24,378

Net Income                      -         -         -       200,086     200,086
                          ---------- ---------- -------- ----------  ---------

Balance at December
  31, 2004               11,697,707   116,976   6,842,942 (3,960,714) 2,999,204

Issuance of 47,664 Shares    47,664       478       5,773        -        6,251

Tax Benefit of the
  Exercise of Stock Options     -          -        7,186        -        7,186

Other Comprehensive Income:
  Change in Fair Value
    of Cash Flow Hedge
    net of tax effect
    of $10,000                 -           -           -         -       15,100

Net Loss                       -           -           -   (145,744)  (145,744)

Total Comprehensive Loss                                              (130,644)
                          --------- ---------- ---------- ---------- ----------

Balance at December
  31, 2005               11,745,371   $117,454 $6,855,901$(4,106,458)$2,881,997
                         ===========  ======== ========== =========== =========


The accompanying notes are an integral part of the consolidated financial
statements

                                     F-5
<PAGE>


                 OP-TECH Environmental Services, Inc. and Subsidiaries
                       Consolidated Statements of Cash Flows
                     Years Ended December 31, 2005, 2004 and 2003


                                                 2005         2004     2003

Operating activities:
 Net income                                   $(145,744)   $200,086 $1,959,031
 Adjustments to reconcile net income to
  net cash provided by (used in)
   operating activities:
    Bad debt expense                             40,975      14,689    110,682
    Depreciation and amortization               556,605     566,567    454,362
    Loss on sale of equipment                    27,644       9,964     47,790
    Provision for impairment of land and
      buildings held for sale                   100,000         -          -
    Provision for deferred income taxes        (109,000)    119,000 (1,503,662)
   (Increase) decrease in operating assets and
   increase (decrease) in operating liabilities:
      Accounts receivable                      (221,743) (2,260,103) 1,142,254
      Costs on uncompleted projects
      applicable to future billings            (524,092)   (240,687)  (239,625)
      Prepaid expenses, Inventory
        and other assets, net                   127,158     140,688   (148,185)
      Billings and estimated profit in Excess
        of costs of uncompleted contracts      (495,770)    380,124    148,928
      Accrued litigation defense reserve        450,000         -          -
      Accounts payable and
        other accrued expenses                 (374,233)  1,545,940   (946,622)
                                               --------- ---------- -----------
Net cash provided by (used in)
   operating activities                        (568,200)    476,268  1,024,953
                                               --------- ---------- -----------

Investing activities:
  Proceeds from sale of equipment               113,000         -         -
  Purchases of property and equipment          (870,676)   (582,586)  (577,089)
                                               --------- ----------- ----------
Net cash used in investing activities          (757,676)   (582,586)  (577,089)
                                               --------- ----------- ----------

Financing activities:
  Proceeds from issuance of common stock          6,251       5,632      5,900
  Purchase of common stock                          -      (250,000)  (700,000)
  Outstanding checks in excess of bank balance  357,249        -       (74,662)
  Loans from directors and officers                 -       295,000        -
  Repayments of loans to directors and officers     -       (22,500)       -
  Proceeds from notes payable to banks and
  long-term borrowings, net of financing costs 8,133,127  9,941,564  8,944,678
  Principal payments on current
    and long-term borrowings                  (7,181,561)(9,819,713)(8,565,707)
                                              ----------- ---------- ----------
Net cash provided by (used in)
  financing activities                         1,315,066    149,983   (389,791)
                                              ----------- ---------- ----------

Increase (decrease) in cash and cash equivalents (10,810)    43,665     58,073

Cash and cash equivalents at beginning of year   101,738     58,073        -
                                              ----------- ---------- ----------

Cash and Cash Equivalents at End of Year         $90,928   $101,738    $58,073
                                              =========== ========== ==========


Non-cash items:
  Equipment purchased through
    bank and other financing sources            $198,182   $412,349   $207,282
  Non-cash financing of insurance                   $-     $403,902   $-



The accompanying notes are an integral part of the consolidated financial
statements

                                     F-6
<PAGE>



                   OP-TECH Environmental Services, Inc.
                Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Basis of Presentation

OP-TECH Environmental Services, Inc. and Subsidiaries (the "Company"), a
Delaware corporation headquartered in Syracuse, New York, provides
comprehensive environmental and industrial cleaning and decontamination
services predominately in New York, New England, Pennsylvania, New Jersey, and
Ohio.  The Company performs industrial cleaning of hazardous and non-hazardous
materials and provides varying services relating to plant facility closure,
including interior and exterior demolition and asbestos removal.  In addition,
the Company provides remediation services for sites contaminated by hazardous
and non-hazardous materials and provides 24-hour emergency spill response
services.  The Company's revenues are derived from state agencies, industrial
companies and municipalities facing complex environmental clean-up problems
associated with hazardous and non-hazardous materials as required by various
governmental agencies.  The Company's services include assessing the
regulatory, technical, and construction aspects of the environmental issue,
and performing the necessary remediation activities.  The Company seeks to
provide its clients with remedial solutions which integrate the various
aspects of a project and are well-documented, practical, cost effective, and
acceptable to regulatory agencies and the public.

OP-TECH AVIX, Inc. (AVIX) is a subsidiary of OP-TECH Environmental Services,
Inc. formed in January 2002 to pursue and engage in diversified lines of
business.  In The fourth quarter of 2004 this subsidiary became inactive and
the Company is no longer pursuing the lines of business that AVIX performed.
Therefore, separate segment information is no longer presented in the
Financial Statements.

OP-TECH Environmental Services, Ltd. is an inactive Canadian subsidiary of OP-
TECH Environmental Services, Inc.

On March 30, 2005 the Company entered into a joint venture agreement with an
unrelated party to form J.O. Technologies.  J.O. Technologies is a partnership
that is owned 50% by the Company.  As of December 31, 2005 J.O. Technologies
was inactive.  J.O. Technologies became active and earned revenue in January
2006.


Principles of Consolidation

The accompanying consolidated financial statements include the accounts of OP-
TECH Environmental Services, Inc. and its two wholly-owned subsidiaries
(collectively, the "Company").  All significant intercompany accounts and
transactions have been eliminated in consolidation.


Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements.  Estimates also affect the reported
amounts of revenues and expenses during the reporting period.  Actual results
could differ from those estimates.


Project Income Recognition

Contracts are predominately short-term in nature (less than three months), and
revenue is recognized as costs are incurred.  Project costs include all direct
material, equipment, and labor costs and those indirect costs related to
contract performance.


                                        F7
<PAGE>

Revenues recognized in excess of amounts billed are recorded as a current
asset.  Deferred revenue resulting from billings that exceed costs and
estimated profit is reflected as a current liability.

Provisions for estimated losses are made in the period in which such losses
are determined.

Normal delays relating to receipt of job-related vendor invoices, payroll
processing, and billing compilation typically cause customer invoices relating
to revenue earned in a certain month to be mailed in the first two weeks of
the following month.  Such invoices mailed after year-end that are included in
December 31, 2005 and December 31, 2004 accounts receivable are approximately
$1,916,000 and $701,000, respectively.


Concentration of Business Risk - Significant Customers

Sales to one customer, other than an affiliated party, amounted to
approximately $6,047,000, $3,845,000, and $2,265,000 in 2005, 2004 and 2003,
respectively.  Accounts receivable at December 31, 2005 and 2004 include
$1,955,000 and $1,690,000 respectively, from this customer.


Receivables and Credit Policies

Accounts receivable are unsecured customer obligations due under normal trade
terms requiring payment within 30 days from the invoice date.  Interest is not
accrued on past-due invoices.  Accounts receivable are stated at the amount
billed to the customer. Payments of accounts receivable are allocated to the
specific invoices identified on the customer's remittance advice.

The carrying amount of accounts receivable is reduced by a valuation allowance
that represents management's best estimate of the amounts that will not be
collected.  Management individually reviews all accounts receivable balances
that exceed 90 days from invoice date and, based on assessment of current
creditworthiness, estimates the portion, if any, of the balance that will not
be collected.  Additionally, management estimates a general allowance based on
historical charge offs covering other amounts that may not be collectible.


Inventory

Inventories, consisting of spill response and remediation supplies and
materials, are stated at the lower of cost or market value.  Cost is
determined using the first-in, first-out method.


Property and Equipment

Property and equipment are stated at cost.  Expenditures for repairs and
maintenance are charged to expense as incurred.  Depreciation of assets
including those recorded under capital leases is provided for using the
straight-line method over useful lives typically ranging from 3 to 15 years
and 40 years for buildings.


Land and Buildings Held for Sale

Land and buildings held for sale is stated at the lower of carrying amount or
estimated fair value less costs of disposal.  See Note 7.


Financial Instruments

The Company maintains various financial instruments in the ordinary course of
business, which consist of cash, accounts receivable and payable, notes
payable, long-term debt and a line of credit.  The carrying value of the
Company's financial instruments approximates their fair value at December 31,
2005 and 2004.  The fair values of fixed rate notes payable and long-term debt
are determined using incremental borrowing rates available to the Company for
similar types of borrowings.  All other financial instruments are short-term
in nature and their fair values are based on the amounts that they have been
or will be settled for subsequent to the balance sheet date.


                                      F8
<PAGE>


Income Taxes

The Company provides for income taxes in accordance with the liability method
as set forth in Statement of Financial Accounting Standards ("SFAS") No. 109
"Accounting for Income Taxes".  Under the liability method, deferred tax
assets and liabilities are determined based on the difference between the
financial statement and tax basis of assets and liabilities and are measured
using the enacted tax rates and laws that may be in effect in the years in
which the differences are expected to reverse.


Stock Based Compensation

The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock option plan.  Accordingly, compensation expense is
recognized only if the exercise price of the option is less than the fair
value of the underlying stock at the grant date.  SFAS No. 123 requires
companies not using a fair value based method of accounting for stock options
to provide pro forma disclosure of net income and earnings per share as if the
fair value of accounting had been applied.  Had the Company determined
compensation cost based on the fair value of its stock options at the grant
date under SFAS No. 123, the Company's net income and earnings per share would
have been reduced to pro forma amounts indicated in the following table.



                                                2005        2004        2003

Net income (loss):
  As reported                               $(145,744)   $200,086  $1,959,031

  Deduct: Total stock-based employee
    Compensation expense determined
    under fair value based method for
    all awards, net of related tax effects     52,000      14,000       6,000
                                            ----------   ---------  ----------
Pro forma net income (loss)                 $(197,744)   $186,086  $1,953,031
                                            ==========   =========  ==========

Basic earnings (loss) per share:
  As reported                                $(0.012)     $0.017      $0.013
  Pro forma                                  $(0.017)     $0.016      $0.013

Diluted earnings (loss) per share
  As reported                                $(0.012)     $0.016      $0.012
  Pro forma                                  $(0.017)     $0.015      $0.012


The Company is required to adopt Financial Accounting Standard No. 123R,
"Share Based Payment" (FAS 123R), effective January 1, 2006.  The Company has
not determined the effect that adopting FAS 123R will have on the financial
statements.


                                      F9
<PAGE>


Reclassification

Certain selling, general and administrative costs have been reclassified to
project costs in 2004 and 2003 to conform to the 2005 presentation.  These
amounts were $478,972 and $357,057 in 2004 and 2003, respectively.


2. Earnings per Share

Basic earnings per share is computed by dividing net income by the weighted
average shares outstanding for the period, which were 11,729,154, 11,849,508,
and 15,356,933 for the years ended December 31, 2005, 2004 and 2003,
respectively.  Diluted earnings per share includes the potentially dilutive
effect of common stock issuable upon conversion of stock options or warrants.

Warrants were issued to a financial advisor in May 2002 to purchase 480,000
shares of common stock at $0.066 per share, expiring in May 2007.

On December 30, 2003, the Company purchased and retired 2,811,070 shares of
its common stock from M&T Bank for $.249 per share, or $700,000.

On March 16, 2004 the Company purchased and retired 1,000,000 shares of its
common stock from O'Brien & Gere Limited for $.25 per share, or $250,000.


3. Related Party Transactions

The Company purchases subcontract labor services from St. Lawrence Industrial
Services, Inc. which is owned by a director of the Company.  The cost for
these services amounted to approximately $734,000, $838,000, and $1,210,000 in
2005, 2004 and 2003, respectively.

A director of the Company is of counsel to Rubin, Bailen, Ortoli, Mayer &
Baker, LLP beginning in January 2004, and Spitzer & Feldman PC in 2003 and
2002.  These firms provided professional services to the Company, and it is
anticipated that Rubin, Bailen, Ortoli, Mayer & Baker, LLP will continue to do
so.  The cost for these services amounted to approximately $5,000, $3,000, and
$8,000 in 2005, 2004 and 2003, respectively.


4. Cash

Using a zero balance account, the Company voluntarily applies all available
cash in the Company's operating account to pay down the Company's note payable
to bank under line of credit (Note 9) nightly.


5. Accounts Receivable

Accounts receivable at December 31, 2005 and 2004 consists of:

                                                2005       2004

Accounts Receivable, gross                  $5,917,140   $5,806,709
Allowance for uncollectible receivables       (104,163)    (174,500)
                                            -----------  -----------
Accounts Receivable, net                    $5,812,977   $5,632,209
                                            ===========  ===========

All customer accounts receivable collateralize the Company's outstanding loans
with its primary lender (see Note 9).



                                         F10
<PAGE>



6. Property, Plant and Equipment

Property, plant and equipment at December 31, 2005 and 2004 consist of:


                                                         2005      2004

Furniture and fixtures                                 $21,758    $21,758
Buildings                                              255,658    973,190
Office machines                                        233,056    229,147
Field equipment                                      4,969,795  4,400,940
                                                     ---------  ---------
                                                     5,480,267  5,625,035
Less: Accumulated depreciation                      (2,642,927)(2,209,304)
                                                    ----------- ----------
                                                    $2,837,340 $3,415,731
                                                    ========== ==========

Depreciation expense approximated $557,000, $567,000, and $434,000 for 2005,
2004 and 2003, respectively.



7. Land and Buildings Held for Sale

The Company is pursuing the sale of approximately 14 acres of land, and
buildings thereon, which it owns on the St. Lawrence River in Massena, NY.
Management's estimation of fair value is based upon an evaluation of existing
facts and circumstances, including current real estate market conditions,
appraisals and other factors.

On March 9, 2006 the Company entered into an option agreement ("the Agreement")
with a prospective purchaser ("Purchaser)" that grants the Purchaser the
exclusive option to purchase the land and building held for sale.  The
Agreement expires on June 30, 2006.  In consideration for the Agreement, the
Purchaser made a non-refundable payment to the Company in the amount of $7,900.
If the Purchaser chooses to exercise the option to purchase the land and
buildings, the purchase price shall be payable in cash in the amount of
$850,000, due by August 31, 2006.  Based on the Agreement, an impairment loss
of $100,000 on the carrying value of the land and buildings held for sale was
recorded at December 31, 2005 to adjust the carrying value to $850,000.


                                    F11
<PAGE>


8. Accrued Litigation Defense Reserve

The Company has accrued a $450,000 liability at December 31, 2005.  The
liability has been recorded to cover potential legal costs and fees related to
a claim against the Company.


9. Long-Term Debt Obligations

Long-term debt at December 31, 2005 and 2004 consists of:


                                                            2005        2004

Note payable to bank under line of credit.
  Due April 1, 2007. (a)                                $4,000,000  $2,380,375
                                                        ----------  ----------

Term Loan due in monthly installment payments
  of $24,848 plus interest at prime plus .75%,
  hedged by an interest rate swap (a)                    1,777,149   2,087,240

Term Loan due in monthly installment payments
  of $2,935 plus interest at prime plus .75% (a)           246,571        -

Notes payable to certain Directors and Officers,
  unsecured, due on March 31, 2005 plus interest
  at 8%.  Paid on January 19, 2005.                            -       272,500

Insurance Financing Note, due in monthly installment
  payments of $50,033, plus interest at 7.51%,
  collateralized by the assignment of unearned premiums        -        52,108

Equipment Notes, due in monthly installment payments
  Aggregating $12,538 and $11,212 at December 31, 2005
  and 2004, including interest at rates ranging from
  4.9% to 7.9%, collateralized by equipment with a
  carrying value of approximately $500,000 at
  December 31, 2005 and 2004.                              456,877     463,822

Equipment Notes, due in monthly installment payments
  Aggregating $1,628 and $8,929 at December 31, 2005
  and 2004, with 0% interest, collateralized by
  equipment with a carrying value of approximately
  $20,000 and $125,000 at December 31, 2005
  and 2004, respectively.                                   11,010     110,914
                                                        -----------  ----------
                                                         2,491,607   2,986,584
Less: Current portion                                     (466,916)   (775,671)
                                                        -----------  ----------
                                                        $2,024,691  $2,210,913
                                                        =========== ==========


                                          F12
<PAGE>

(a) The Company has entered into financing agreements (the "Agreements") with
a lender ("Primary Lender").  At December 31, 2005 the Agreements included a
Line of Credit note which provided for borrowings up to $4,000,000 to be used
to provide working capital and expired on September 30, 2006, unless renewed
by the lender.  On February 13, 2006, the Line of Credit note was amended to
increase the borrowing limit to $5,100,000 and extend the expiration date to
April 1, 2007.  Interest will be charged at a rate ranging from prime plus
..50% to prime minus .50%, adjusted annually based upon the minimum fixed
charge coverage ratio (EBITDA (earnings before interest expense, income tax
expense, depreciation and amortization) minus dividends paid minus unfunded
capital expenditures divided by current maturities of long-term debt and
leases plus interest expense) as calculated in the previous year-end audited
financial statements, as follows:


   Fixed Charge Coverage Ratio                 Interest Rate
   ---------------------------                 -------------
        >/= 1.05 - 1.24                         Prime + .50%
        >/= 1.25 - 1.39                             Prime
               >/= 1.40                         Prime - .50%

The Agreements also include an Equipment Line of Credit agreement which
provides for borrowings up to $400,000 to be used to provide equipment
financing.  Advances on the Equipment Line of Credit may be made until
September 30, 2006 (the "Conversion Date").  Advances on the Equipment Line of
Credit are limited to a maximum of 90% of the purchase price of titled
vehicles and 80% of the purchase price of non-titled vehicles.  Interest will
be accrued and paid at a rate of prime plus .50% until the Conversion Date and
at a rate of prime plus .75% after the conversion date.  The outstanding
principal balance on the Conversion Date shall be repaid in equal installments
of principal and interest based upon a seven (7) year amortization period.
The Agreements also include a Term Loan agreement which is due in monthly
principal installment payments of $24,848 plus interest at a rate of prime
plus .75%, hedged by an Interest Rate Swap Transaction.

On January 25, 2005, the Company entered into an Interest Rate Swap
Transaction with its Primary Lender to hedge against rising interest rates on
the floating rate Term Loan debt.  The liability being hedged is the
variability in cash flows related to fluctuations in interest payments made.
The fluctuation in interest rates exposes the Company to the risk of higher
interest expense.  The purpose of the Swap Agreement is to limit the Company's
exposure to rising interest rates during the term of the floating rate Term
Loan noted above.  The swap has been designated as a cash flow hedge.

The interest rate swap hedge instrument has a fixed rate of 7.05%, matures on
February 1, 2012, and has a notional amount that remains equal to the
principal balance on the Term Loan.   The difference between the prime rate,
as periodically adjusted, and the Interest Rate Swap rate of 7.05% will be
settled monthly.  The effect of the interest rate swap is to fix the floating
rate on the Term Loan at 7.80%.  At December 31, 2005 the Mark to Market
valuation, representing the net present value of the expected cash flow from
the Interest Rate Swap, is approximately $25,100.


                                    F13
<PAGE>


The Agreements are collateralized by all present and future right, title and
interest in all of the personal property of the Company including, but not
limited to, all accounts receivable, inventory and equipment.  This collateral
has a carrying value at December 31, 2005 as follows:


Accounts Receivable, net of Allowance for Doubtful Accounts   $5,812,977
Inventory                                                        231,088
Equipment, net of Accumulated Depreciation                     2,540,223
                                                              ----------
                                                              $8,584,288
                                                              ==========


The Agreements also include certain financial covenants including a minimum
fixed charge coverage ratio, a tangible net worth ratio, a debt to net worth
ratio, and a consecutive quarterly net loss provision; cross-collateralization
provisions; and a material adverse change clause which permits the financial
institution to call its obligation if the Company fails to comply with
covenants, as defined, or in the event of a material adverse change in the
Company's business.  Management does not anticipate any adverse changes in the
next twelve months, however, there can be no assurances.

The Company was not in compliance with certain of these covenants as of
December 31, 2005.  The Company has obtained a waiver of compliance with these
covenants from the Primary Lender.

Interest paid amounted to approximately $380,000, $254,000, and $190,000 in
2005, 2004 and 2003, respectively

Scheduled principal payments on long-term debt for the next five years, not
including the note payable to bank under line of credit, are as follows:


      2006       $466,906
      2007        462,620
      2008        450,135
      2009        407,426
      2010        347,807
      Thereafter  356,713
                 --------
               $2,491,607
               ==========



At December 31, 2005 the Company has outstanding commitments in the form of
standby letters of credit in the amount of approximately $1,335,256 securing
various agreements.


                                           F14
<PAGE>


10. Operating Lease Obligations

Office facilities and various field equipment are leased under noncancelable
operating leases expiring at various dates through 2012.  Rent expense
incurred under operating leases amounted to approximately $694,000, $405,000,
and $385,000 in 2005, 2004 and 2003, respectively.  Future minimum lease
payments under noncancelable operating leases are as follows:


    2006      $388,153
    2007       280,568
    2008       164,789
    2009        96,875
    2010        54,000
    Thereafter  76,500
               --------
            $1,060,885
            ==========



11. Income Taxes

The following summarizes the income tax (benefit) expense at December 31,
2005, 2004 and 2003:


                                                  2005        2004       2003
Current:
  Federal                                         $-           $-        $-
  State                                         10,066       13,598     26,000
                                               ---------  ----------  ---------
                                                10,066       13,598     26,000

Deferred                                      (107,066)     119,000 (1,503,662)
                                             -----------  ---------  ----------
                                              $(97,000)    $132,598 (1,477,662)
                                              ==========  =========  ==========


In 2003, the difference between the expected tax provision resulting from the
application of the federal statutory income tax rate to pre-tax income is due
principally to adjustment of the valuation allowance related to recognition of
net operating loss carryforwards.

In 2005 and 2004 the difference is due to nondeductible items, state taxes and
graduated federal tax rates.  The deferred tax expense recognized in 2005 and
2004 represents the effect of changes in temporary differences.

At December 31, 2005, the Company has federal net operating loss ("NOL")
carryforwards of approximately $5,000,000 for income tax purposes.  The
federal net operating loss carryforward expires at various times beginning in
2009 through the year ending December 31, 2019.  Income taxes and franchise
taxes paid were approximately $10,000, $12,000 and $13,000 in 2005, 2004 and
2003, respectively.


                                         F15
<PAGE>

Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

In the fourth quarter of 2003 the Company recognized a portion of the net
operating loss carryforwards by reducing the valuation allowance recorded in
prior years.  The Company believes that it is more likely than not that the
taxable income in future years will be sufficient to utilize a portion of
these loss carryforwards.  Minimum taxable income is anticipated to be
approximately $300,000 per year to enable utilization of these losses.

Significant components of the Company's deferred tax liabilities and assets as
of December 31, 2005 and 2004 are as follows:



                                                          2005        2004

Deferred tax liabilities:
  Depreciation                                        $(226,457)   $(246,516)
  Accrued expenses                                         -         (25,568)
                                                      ----------   ----------
                                                       (226,457)    (272,084)
                                                      ----------   ----------

Deferred tax assets:
  Net operating loss carryforward                     1,929,610    2,120,692
  Accounts receivable reserve                            40,624       75,770
  Accrued expenses                                      247,787         -
  Impairment allowance                                   39,000         -
                                                      ----------   ----------
                                                      2,257,021    2,196,462
                                                      ----------   ----------

Net Deferred tax asset                                2,030,564    1,924,378
Valuation allowance for deferred assets                (500,000)    (500,000)
                                                      ----------   ----------
Net deferred tax asset, net of valuation allowance   $1,530,564   $1,424,378
                                                     ===========  ===========



12. Employee Benefit Plan

The Company maintains a defined contribution employee retirement plan
("Retirement Plan") which covers substantially all employees.  The Retirement
Plan is funded by voluntary employee contributions which are matched by the
Company at a designated percentage, and additional contributions by the
Company at the discretion of the Board of Directors.  Matching contributions
made by the Company to the Retirement Plan were approximately $24,000,
$18,000, and $17,000  in 2005, 2004 and 2003, respectively.  The Company did
not make discretionary contributions to the Retirement Plan in 2005, 2004 and
2003.


                                       F16
<PAGE>


13. Stock Option Plan

The 2002 Omnibus Plan ("Omnibus Plan") maintained by the Company is intended
to promote the growth and general prosperity of the Company by offering
incentives to its key employees who are primarily responsible for the growth
of the Company and to attract and retain qualified employees.  Awards granted
under the Plan may be (a) Stock Options which may be designated as Incentive
Stock Options intended to qualify under Section 422 of the Internal Revenue
Code of 1986, or Nonqualified Stock Options ("NQSO's) not intended to so
qualify; (b) stock appreciation rights; (c) restricted stock awards; (d)
performance awards; or (e) other forms of stock-based incentive awards. The
shares of stock with respect to which the Awards may be granted shall be the
common stock, par value at $0.01, of the Company ("Common Stock").  Shares
delivered upon exercise of the Awards, at the election of the Board of
Directors of the Company, may be stock that is authorized but previously
unissued or stock reacquired by the Company, or both. The maximum number of
shares with respect to which the Awards may be granted under the Plan shall
not exceed 1,000,000 shares of Common Stock; provided, however, that such
number of shares of Common Stock may also be subject to adjustment, from time
to time, at the discretion of the Board of Directors of the Company.

Under the Omnibus Plan, on May 21, 2002 the Company granted 335,000 NQSO's.
The exercise price of each NQSO equals the market price of the Company's stock
on the date of grant ($0.06), and an NQSO's maximum term is 10 years.  The
NQSO's vest and are exercisable on a three-year vesting schedule.

Under the Omnibus Plan, on February 24, 2003 the Company granted 10,000 NQSO's.
The exercise price of each NQSO equals the market price of the Company's stock
on the date of grant ($0.10), and an NQSO's maximum term is 10 years.  The
NQSO's vest and are exercisable on a three-year vesting schedule.

Under the Omnibus Plan, on November 19, 2003 the Company granted 327,000
NQSO's.  The exercise price of each NQSO equals the market price of the
Company's stock on the date of grant ($0.15), and an NQSO's maximum term is 10
years.  The NQSO's vest and are exercisable on a three-year vesting schedule.

Under the Omnibus Plan, on January 26, 2005 the Company granted 369,000 NQSO's.
The exercise price of each NQSO equals the market price of the Company's stock
on the date of grant ($0.40), and an NQSO's maximum term is 10 years.  The
NQSO's vest and are exercisable on a three-year vesting schedule.


                                          F17
<PAGE>

A summary of the status of the Company's NQSO's granted under the Omnibus Plan
as of December 31, 2005, 2004 and 2003, and changes during the years ending on
those dates follows:




                                                 Shares   Exercise Price

    Outstanding at December 31, 2002             335,000       $0.06
    Granted February 24, 2003                     10,000       $0.10
    Granted November 19, 2003                    335,000       $0.15
    Exercised                                    (98,328)      $0.06
    Forfeited                                        -           -
    Expired                                          -           -
                                                ---------   ------------
    Outstanding at December 31, 2003              581,672   $0.06 - 0.15
                                                ---------   ------------

    Exercised                                     (88,329)     $0.06
    Exercised                                      (3,333)     $0.10
    Forfeited                                     (41,667)   $0.06 - 0.15
    Expired                                           -           -
                                                ----------   ------------
    Outstanding at December 31, 2004              448,343    $0.06 - 0.15
                                                ----------   ------------

    Granted January 26, 2005                      369,000      $0.40
    Exercised                                     (47,664)   $0.06 - 0.15
    Forfeited                                     (61,335)   $0.06 - 0.15
    Forfeited                                     (33,000)     $0.40
    Expired                                           -           $-
                                                -----------   -----------
    Outstanding at December 31, 2005              675,344     $0.06 - 0.40
                                                -----------   ------------
    Exercisable at December 31, 2005              253,011     $0.06 - 0.15
                                                -----------   -------------



14. Commitment and Contingencies

The Company is subject to various federal, state and local regulations
relating to environmental matters, including laws which require the
investigation and, in some cases, remediation of environmental contamination.
The Company's policy is to accrue and charge to operations environmental
investigation and remediation expenses when it is probable that a liability has
been incurred and an amount is reasonably estimable.

The Company is a party to various proceedings arising from the normal course
of business.  Based on information currently available, management believes
adverse decisions relating to litigation and contingencies in the aggregate
would not materially affect the Company's results of operations, cash flows or
financial condition.



                                      F18
<PAGE>


15. Two-Year Selected Quarterly Financial Data (Unaudited)


                                      Year Ended December 31, 2005

                               Quarter   Quarter    Quarter     Quarter
                                Ended     Ended      Ended       Ended
                              March 31   June 30    Sept 30     Dec 31
                               --------   -------   ---------   ---------
Project billings              $4,865,202 $4,790,737 $6,249,747 $5,878,410
Gross margin                   1,341,713  1,319,338  1,667,199  1,500,313
Net income (loss)                (32,246)    (9,608)   186,883   (290,773)
Net income (loss) per share
  Basic                          $(0.00)    ($0.00)      $0.02     ($0.03)
  Dilutive                       $(0.00)    ($0.00)      $0.02     ($0.03)

In the quarter ended December 31, 2005 the Company recorded an impairment loss
of $100,000 on the carrying value of the land and buildings held for sale
(Note 7) and accrued a $450,000 liability to cover potential legal costs and
fees related to a claim against the Company (Note 8).





                                      Year Ended December 31, 2004

                               Quarter   Quarter    Quarter     Quarter
                                Ended     Ended      Ended       Ended
                              March 31   June 30    Sept 30     Dec 31
                               --------   -------   ---------   ---------
Project billings              $3,262,062 $4,027,929 $5,008,986 $5,871,126
Gross margin                     974,543  1,083,740  1,352,139  1,424,995
Net income (loss)                (94,898)    23,747    142,689    128,548
Net income (loss) per share
  Basic                          $(0.00)     $0.00      $0.01       $0.01
  Dilutive                       $(0.00)     $0.00      $0.01       $0.01




                                            F19
<PAGE>








                   SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                     Balance at                      Balance at
                                     Beginning                         End of
Description                          of Period  Additions  Deductions  Period
----------------------------------   ---------  ---------  ----------  -------

YEAR ENDED DECEMBER 31, 2005

Reserves deducted from assets to
  which they apply:
    Doubtful accounts receivable     $174,500   $40,975   $111,312 (a)$104,163
    Valuation allowance for
      deferred tax assets            $500,000      $-          $-     $500,000


YEAR ENDED DECEMBER 31, 2004

Reserves deducted from assets to
  which they apply:
    Doubtful accounts receivable     $187,000   $14,689    $27,189(a) $174,500
    Valuation allowance for
      deferred tax assets            $500,000      $-          $-     $500,000


YEAR ENDED DECEMBER 31, 2003

Reserves deducted from assets to
  which they apply:
    Doubtful accounts receivable     $140,000   $110,682   $63,682 (a)$187,000
    Valuation allowance for
      deferred tax assets          $2,443,551      $-    $1,943,551   $500,000


(a) Doubtful accounts written off and adjustments.


                                            F20
<PAGE>






EXHIBIT 14 - CODE OF ETHICS FOR SENIOR OFFICERS

The Company's CEO, COO and CFO hold important and elevated roles in corporate
governance. They are uniquely capable and empowered to ensure that the
shareholder's and Company's interests are protected and preserved.

This Code of Ethics provides principles to which these officers are expected
to adhere and which they are expected to advocate.

This Code of Ethics has been approved by the Audit Committee.

Any change to this Code of Ethics and any explicit or implicit waiver from it
for these officers may be made only with the approval of the Audit Committee
and will be appropriately disclosed in accordance with applicable law and
regulations. Violations may subject these officers to disciplinary action
including termination of employment.

The CEO, COO and CFO will:

1. act with honesty and integrity, including ethically handling actual or
apparent conflicts of interest between their personal, financial or commercial
interests and their responsibility to the Company;

2. make full, fair, accurate, timely and understandable disclosure in all
reports and documents that the Company files with or submits to shareholders,
government authorities and stock exchanges or otherwise makes public;

3. act on good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing their independent judgment
to be subordinated;

4. respect the confidentiality of information acquired in the course of their
work except when authorized or otherwise legally obligated to disclose and not
use such confidential information for personal advantage;

5. comply with all laws and regulations applicable to the Company's businesses
and to the Company's relationship with its shareholders;

6. report known or suspected violations of this Code of Ethics to the Audit
Committee, and

7. ensure that their actions comply not only with the letter but the spirit of
this Code of Ethics and foster a culture in which compliance with the law and
the Company's policies is at the core of the Company's activities.


                                      E-1
<PAGE>


EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT

The listing below includes the subsidiaries of OP-TECH Environmental Services,
Inc. ("OP-TECH").  All subsidiaries are owned 100% by OP-TECH.  OP-TECH does
not have ownership interests in any special purpose entities that are not
included in the consolidated financial statements.  Both Subsidiaries are
inactive as of December 31, 2005.


1. OP-TECH AVIX, Inc. (NY)

2. OP-TECH Environmental Services, Ltd. (Canada)



                                     E-2
<PAGE>



EXHIBIT 31 - CERTIFICATIONS


Certification of Chief Executive Officer

I, Christopher J. Polimino, certify that:

1. I have reviewed this annual report on Form 10-K of OP-TECH Environmental
Services, Inc.;

2. Based on my knowledge, this annual 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 annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a - 15f and 15d - 15f) for the
registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us 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 our
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 the registrant's disclosure controls and
procedures and presented in this report our 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 the registrant's internal control
over financial reporting that occurred during the registrant's fourth fiscal
quarter that has materially affected, or is reasonable likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant'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 the registrant's internal controls
over financial reporting.


       Date: March 28, 2006
       /s/ Christopher J. Polimino
       Christopher J. Polimino
       President and Chief Executive Officer

                                   E-3
<PAGE>



Certification of Chief Financial Officer

I, Douglas R. Lee, certify that:

1. I have reviewed this annual report on Form 10-K of OP-TECH Environmental
Services, Inc.;

2. Based on my knowledge, this annual 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 annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a - 15f and 15d - 15f) for the
registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us 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 our
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 the registrant's disclosure controls and
procedures and presented in this report our 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 the registrant's internal control
over financial reporting that occurred during the registrant's fourth fiscal
quarter that has materially affected, or is reasonable likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant'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 the registrant's internal controls
over financial reporting.


       Date: March 28, 2006
       /s/ Douglas R. Lee
       Douglas R. Lee
       Chief Financial Officer and Treasurer

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EXHIBIT 32 - SECTION 1350 CERTIFICATIONS

Certifications Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002

I, Christopher J. Polimino, President and Chief Executive Officer of OP-TECH
Environmental Services, Inc. (the "Company"), certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Annual Report on Form 10-K of the Company for the year ended December
31, 2005 (the "Report") fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (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.


       Date: March 28, 2006
       /s/ Christopher J. Polimino
       Christopher J. Polimino
       President and Chief Executive Officer



I, Douglas R. Lee, Chief Financial Officer and Treasurer of OP-TECH
Environmental Services, Inc. (the "Company"), certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Annual Report on Form 10-K of the Company for the year ended December
31, 2005 (the "Report") fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (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.


       Date: March 28, 2006
       /s/ Douglas R. Lee
       Douglas R. Lee
       Chief Financial Officer and Treasurer



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