UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended ~~October~~November 261, ~~2013~~2014.
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______________ to ______________.

COMMISSION FILE NUMBER: 0-1455

OPT-SCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

NEW JERSEY	21-0681502
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1912 BANNARD STREET, CINNAMINSON, NEW JERSEY	08077
(Address of principal executive offices)	(zip code)

(856) 829-2800

(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, $0.25 par value per share	None
(Title of Class)	(Name of each exchange on which registered)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES o NO þ

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 þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO o

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check if smaller reporting company)

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

The aggregate market value of the 293,945 common shares held by non-affiliates (i.e., excluding shares held by officers, directors and each person owning 5% or more of the outstanding stock) as of the end of the last business day of the registrant's most recently completed second fiscal quarter ~~business day~~ (April 2625, ~~2013~~2014) was $ 4,~~150~~791,~~503~~304 computed by reference to the highest bid price of the stock ($ 1416.1230 per share) as quoted by the OTC Markets Group, Inc., in the non-NASDAQ Over-The-Counter Market.

As of January 2329, ~~2014~~2015 the registrant had outstanding 775,585 shares of its common stock, par value of $0.25 per share.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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OPT-SCIENCES CORPORATIONFORM 10-K ANNUAL REPORT - FISCAL YEAR ~~2013TABLE~~2014TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	6
Item 2.	Properties.	7
Item 3.	Legal Proceedings.	7
Item 4.	Mine Safety Disclosures	7

	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	7
Item 6.	Selected Financial Data.	8
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	11
Item 8.	Financial Statements and Supplementary Data.	11
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.	11
Item 9A.	Controls and Procedures.	11
Item 9B.	Other Information.	12

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	12
Item 11.	Executive Compensation.	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	15
Item 14.	Principal Accounting Fees and Services.	16

	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	17
	Signatures.	17

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PART I

Special Note Regarding Forward Looking Statements Certain sections of this Annual Report contain forward-looking statements. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from the future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by words such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or the negative of these terms or other comparable words. These statements are only predictions. Actual events or results may differ materially. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements . Readers are cautioned not to place undue reliance on these forward looking statements which speak only as of the date of this Report. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revision to the forward looking statements or to report unanticipated events which vary from the forward looking statements.

ITEM 1. BUSINESS.BUSINESS OF THE COMPANY. OVERVIEW. Opt-Sciences Corporation, formed in 1956, conducts its business through its wholly owned subsidiary, O and S Research, Inc. Both companies are New Jersey corporations. As used in this Form 10-K, the terms "Company", "we" or "our" refer to the combined operations of Opt-Sciences Corporation and O and S Research, Inc. We deposit anti-glare and/or transparent conductive optical coatings on glass used primarily to cover instrument panels in aircraft cockpits. We also provide full glass cutting, grinding and painting operations which augment our optical coating capabilities. Most of our products are designed to enable pilots to read aircraft instruments in direct sunlight or at night or in covert situations using appropriate night vision filters or to protect the instruments from electromagnetic interference. This is a niche business primarily dependent on the needs of new and used aircraft for initially installed parts, spare parts, replacements and upgrades. It requires custom manufacturing of small lots of products to satisfy specific requirements identified by our customers. Our business is highly dependent on a robust commercial, business, and regional aircraft market and to a lesser degree the military aircraft market. We generally have a four to twelve week delivery cycle depending on product complexity, available plant capacity and required lead time for specialty raw materials such as polarizers or filter glass. Our sales tend to fluctuate from quarter to quarter because we generally schedule shipments based on a customer's requested delivery date and not on our ability to make shipments. All orders are custom manufactured. Since approximately 5965% of sales is represented by two major customers and two subcontractors of one of ~~their~~those ~~subcontractors~~customers, any significant change in the requirements of either of those customers has a direct impact on our revenue for any given quarter. When one of these customers accelerates or defers a sizable order, sales for the following quarters may be adjusted as the customer reevaluates its needs. Based on our understanding of the industry and the needs of our customers, we expect to complete and ship approximately 50% of the Fiscal Year ~~2013~~2014 backlog of unshipped orders before the end of the first quarter of fiscal ~~2014~~2015. If we do so, we expect first quarter sales to be approximately $ 1,~~500~~600,000. Sales for the following quarters are expected to fluctuate based on then current market conditions. CORE PRODUCTS. The distinguishing characteristic of our business is our optical thin film coating capability. Almost all products which we offer incorporate an optical coating of some type. Our primary coatings are for aircraft cockpit display applications and consist of our anti-reflection coating used for glare reduction and our transparent conductive coating used for electromagnetic interference shielding. We apply either or both coatings to different types of glass face plates which are usually mounted on the front of liquid crystal displays (LCDs), cathode ray tubes (CRTs), light emitting diode displays (LEDs) and electromechanical displays (EMDs). ANCILLARY PRODUCTS AND SERVICES. In addition to coated glass described above, we also offer a full range of other specialty instrument glass, including night vision filter glass, circular polarizers, touchpads, glass sandwiches for LCDs as well as other custom designed specialty glass components and assemblies.

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CORE PRODUCTS. The distinguishing characteristic of our business is our optical thin film coating capability. Almost all products which we offer incorporate an optical coating of some type. Our primary coatings are for aircraft cockpit display applications and consist of our anti-reflection coating used for glare reduction and our transparent conductive coating used for electromagnetic interference shielding. We apply either or both coatings to different types of glass face plates which are usually mounted on the front of liquid crystal displays (LCDs), cathode ray tubes (CRTs), light emitting diode displays (LEDs) and electromechanical displays (EMDs). ANCILLARY PRODUCTS AND SERVICES. In addition to coated glass described above, we also offer a full range of other specialty instrument glass, including night vision filter glass, circular polarizers, touchpads, glass sandwiches for LCDs as well as other custom designed specialty glass components and assemblies. STRATEGY FOR THE FUTURE. We continue to re-evaluate and adjust our growth strategy pertaining to sales and marketing, taking into account our production facilities and our staffing methods to maximize the value of our financial and human resources. With the acquisition of an adjacent industrial facility during Fiscal Year 2013 , we now have additional space to reorganize our production layout and accommodate the future growth of our business. See "Properties" below. ~~In Fiscal Year 2013, we increased our work force by 3 employees to adjust to our anticipated production and staffing needs during the course of the year.~~ For Fiscal Year ~~2014~~2015, we expect overall sales to be ~~similar~~slightly todown from Fiscal Year ~~2013, with fluctuations from quarter to quarter based on market conditions~~2014. We continue to see potential for growth in our conductive coating business which is used primarily, but not exclusively, on military platforms. We expect the anti-reflective coating market to remain at current levels. We believe our future success is contingent on the timely increase of our capacity to provide conductive coatings, satisfying the needs of our current customers, securing new customers, developing new products and providing adequate staff and facilities to meet our requirements. MARKETING AND SALES. Our principal sales executive is our President, who maintains regular contact with the largest customers and continually seeks to develop new customers. We do not currently employ the services of manufacturer's representatives or sales personnel. O and S Research, Inc. and our products are listed in the Thomas Register. We also maintain sales websites at osresearch.com and optsciences.com. We engage in a low cost public relations and advertising program. Purchasing personnel of corporations or governmental agencies place orders with us, based on price, delivery terms, satisfaction of technical specifications and quality of product. Procurement departments of customers ordinarily purchase products from us because we are on an approved vendor list. We enhance sales prospects by providing creative technical solutions to customer requirements. We are currently an approved vendor for major aircraft programs. We continue to be a major supplier for the antiglare face plates covering the flat panel displays on the Boeing 777 and the 737 Next Generation models of commercial aircraft and the long range Gulfstream and Dassault Falcon business jets. We are also an approved vendor for instrument glass used on several military aircraft platforms including the C5 Galaxy and the C130. In Fiscal ~~2013~~2014, we derived approximately 5965% of our revenues from two major customers and two subcontractors of ~~their~~one ~~subcontractors~~of those customers. The loss or permanent curtailment of business with either of these companies would have a negative impact on our operating results. PATENTS, TRADEMARKS AND PROPRIETARY KNOWLEDGE. We do not hold patents or have registered trademarks. However, our customers do rely on our accumulated experience, history of quality products and know-how in satisfying their instrument glass requirements.

5MANUFACTURING. Our customers commonly use LCDs for aircraft cockpit instrumentation. Typically, a customer sends glass component drawings to us for manufacturing. We generally cut the glass components from larger pieces of glass which we purchase from multiple domestic sources, some on a custom basis and some on a commodity basis. The two largest suppliers of such glass to us are Europtec and Corning. We use our technology to apply a micro thin optical non-glare and/or conductive coating to the glass. Both processes utilize the deposit of a thin film of metal or metal oxide on the surface of the glass. The process takes place in a heated vacuum chamber. We heat the deposited material to over 1800 degrees Centigrade causing it to evaporate. When the metal vapor contacts the glass, it condenses forming a very thin film as durable as the original metal being evaporated. The thin films range in thickness from 250 angstroms to 1500 angstroms. After quality control tests, we ship the inspected products to our customers.

~~MANUFACTURING.~~We ~~Our~~also ~~customers~~manufacture ~~commonly~~wedge ~~use~~glass ~~LCDs~~lenses for ~~aircraft~~ ~~cockpit~~electro-mechanical ~~instrumentation~~displays. ~~Typically,~~These alenses ~~customer~~are ~~sends~~manufactured ~~glass component~~from ~~drawings~~large toglass ~~us for manufacturing~~sheets. WeThe ~~generally~~raw ~~cut the~~ glass ~~components~~ ~~from~~is ~~larger~~a ~~pieces~~commodity ofproduct ~~glass~~ which we can purchase from ~~multiple domestic~~several ~~sources,~~glass ~~some on a custom basis and some on a commodity basis~~manufacturers. The ~~two~~ largest ~~suppliers~~supplier of such glass to us ~~are~~is Schott ~~Europtec~~in ~~and Corning~~Germany. We ~~use our~~cut, ~~technology~~grind ~~to apply a micro thin optical non-glare~~ and~~/or~~ ~~conductive coating~~polish to the glass. ~~Both~~lenses ~~processes~~and ~~utilize~~coat ~~the~~them ~~deposit~~with of a micro-thin ~~film~~optical ~~of metal or metal oxide on the surface of the glass~~coating. ~~The process takes place in a heated vacuum chamber.~~ We ~~heat~~then ship the ~~deposited~~lenses ~~material~~ to ~~over 1800 degrees Centigrade causing it to evaporate. When~~ the ~~metal~~customer ~~vapor~~after ~~contacts~~clearance ~~the~~through ~~glass, it condenses forming a very thin film as durable as the original metal being evaporated. The thin films range in thickness from 250 angstroms to 1500 angstroms. After~~ quality control ~~tests, we ship the inspected products to our customers~~.

WeENVIRONMENTAL ~~also manufacture wedge glass lenses for electro-mechanical displays~~MATTERS. ~~These~~We ~~lenses~~believe we are ~~manufactured~~in ~~from~~material ~~large~~compliance ~~glass sheets.~~with ~~The~~applicable ~~raw~~United ~~glass~~States, isNew aJersey ~~commodity~~and ~~product~~local ~~which~~laws weand ~~can~~regulations ~~purchase~~relating ~~from several~~to ~~glass~~the ~~manufacturers.~~protection ~~The largest supplier~~ of ~~such~~the ~~glass to us is Schott in Germany. We cut~~environment, ~~grind~~ and ~~polish~~we ~~the~~do ~~glass~~not ~~lenses~~devote ~~and~~material ~~coat~~resources ~~them with a micro-thin optical coating. We then ship the lenses~~ to ~~the~~such ~~customer after clearance through quality control~~matters.

~~ENVIRONMENTAL~~COMPETITION. ~~MATTERS~~Competition is based on product quality, price, reputation and ability to meet delivery deadlines. WeThe ~~believe~~market wefor ~~are~~our inproducts ~~material compliance~~is ~~with~~very ~~applicable~~competitive. ~~United~~The ~~States,~~type ~~New~~and ~~Jersey~~amount of instrument glass consumed is subject to changes in display technology and ~~local~~an ~~laws~~ongoing reduction in the number of displays used on both new aircraft and retrofitted aircraft. Our ~~regulations~~major ~~relating~~competitors toinclude ~~the~~JDSU, ~~protection~~Dontech, Schott Glass, Quantum, TFD and Hoya Optics. Some of ~~the~~our ~~environment~~competitors generally have significantly more financial, technical and human resources than we do. ~~not~~ Because of this, some of our competitors have the capacity to respond more quickly to emerging technologies and customer preferences and may devote ~~material~~greater resources to ~~such~~development, ~~matters~~promotion and sale of their products than we can. This competition could result, and in the past has resulted, in price reductions, reduced margins and lower market share.

COMPETITION. Competition is based on product quality, price, reputation and ability to meet delivery deadlines. The market for our products is very competitive. The type and amount of instrument glass consumed is subject to changes in display technology and in on going reduction in the number of displays used on both new aircraft and retrofitted aircraft. Our major competitors include JDSU, Dontech, Schott Glass, Quantum, TFD and Hoya Optics. Some of our competitors generally have significantly more financial, technical and human resources than we do. Because of this, some of our competitors have the capacity to respond more quickly to emerging technologies and customer preferences and may devote greater resources to development, promotion and sale of their products than we can. This competition could result, and in the past has resulted, in price reductions, reduced margins and lower market share.-5-

EMPLOYEES. As of ~~October~~November 261, ~~2013~~2014, we employed 46 employees, of which 4443 were full time individuals and none of whom are members of organized labor. This represents ana ~~increase~~reduction of 3one ~~employees~~full time employee from the end of Fiscal ~~2012~~2013. We ~~expect~~may to make ~~further~~ adjustments to our employee levels during the year based on changes in the market and our specific efforts to improve efficiencies and customer service. We believe we have a good relationship with our employees. We are subject to the federal minimum wage and hour laws and provide various routine employee benefits such as life and health insurance. We also provide a 401(k) Plan for the benefit of all our employees; we do not have a stock option plan. The Company's 401(k) Plan currently includes a matching contribution from us representing $0.50 for each $1.00 an employee contributes up to 6% of the employee's base wages. AVAILABLE INFORMATION. We maintain a website, optsciences.com, where you may find additional information about our Company. Company filings are also available at the Securities & Exchange Commission's website, sec.gov. On our website, optsciences.com, we provide links to our SEC filings, to the SEC itself, to Yahoo for the latest stock quotations, to our transfer agent, Broadridge, and to our manufacturing subsidiary, O and S Research, Inc.

AVAILABLE INFORMATION. We maintain a website, optsciences.com, where you may find additional information about our Company. Company filings are also available at the Securities & Exchange Commission's website, sec.gov. On our website, optsciences.com, we provide links to our SEC filings, to the SEC itself, to Yahoo for the latest stock quotations, to our transfer agent, Broadridge, and to our manufacturing subsidiary, O and S Research, Inc.

ITEM 1A. RISK FACTORS. Smaller reporting companies are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS. None.

ITEM 2. PROPERTIES.

We conduct our operations at our principal office and manufacturing facility located in ~~the East Riverton section of~~ Cinnaminson, New Jersey. We own this 1.4 acre property in fee simple, and the property is not encumbered by any lien or mortgage. The cinderblock and masonry facility contains approximately 11,000 square feet of manufacturing space and approximately 1,200 square feet of office space. We also own and utilize a building containing 500 square feet of warehouse and 7,500 square feet of manufacturing space on premises adjacent to the main manufacturing facility. We ~~recently completed~~In ~~purchase~~2013, ofwe acquired another building located near our current facility. It represents approximately 14,000 square feet of additional potential manufacturing, warehouse and office space when renovations are complete. Although we currently lease 5,000 square feet in ~~Riverton~~Cinnaminson, New Jersey on a year to year basis for general warehouse and material storage, we plan to vacate those premises in ~~2014~~2015 and relocate the contents to our new building. We expect the ~~new~~newly acquired building to satisfy our current goals for additional space and to improve operational efficiency.

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Our Common Shares are not listed on an established public trading market, but are quoted by the OTC Markets Group, Inc., in the OTCQB marketplace of the over the counter market. The symbol for our shares is OPST. Only limited and sporadic trading occurs. Subject to the foregoing qualification, the following table sets forth the range of bid quotations, for the fiscal quarters indicated, as quoted by OTC Markets Group, Inc., and reflects inter-dealer prices, without retail mark up, mark down or commission and may not necessarily represent actual transactions.

Fiscal 2013	Bid Price	Fiscal 2012	Bid Price
	Fiscal 2014Bid Price			Fiscal 2013Bid Price
1st Quarter	$~~13.00~~ ~~- $14~~15.9057	~~1st Quarter~~-	$~~11.55~~ ~~- $12~~16.5099	$ 13.00	-	$ 14.90
2nd Quarter	$~~13.51~~ ~~- $14~~16.6526	~~2nd Quarter~~-	$~~11.80~~ ~~- $13~~17.7500	$ 13.51	-	$ 14.65
3rd Quarter	$~~14.12~~ ~~- $16~~15.5075	~~3rd Quarter~~-	$~~12.21~~ ~~- $12~~17.7590	$ 14.12	-	$ 16.50
4th Quarter	$~~14.83~~ ~~- $~~15.80	~~4th Quarter~~-	$~~12.27~~ ~~- $14~~17.9012	$ 14.83	-	$ 15.80

As of December 31, ~~2013~~2014 the closing bid for the Common Stock was $1516.8760. The closing ask price was $17.4950. The Company had ~~341~~ 316 stockholders of record of its Common Stock as of December 31, ~~2013~~2014. This does not include the additional beneficial owners of our common stock who held their shares in street name as of that date.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The Company does not have any equity compensation plan in place and did not issue any equity securities to any person during Fiscal Year 2014. DISTRIBUTIONS We did not declare any dividend on our Common Stock during Fiscal Year 2014. Payment of future dividends will be at the discretion of our Board of Directors after taking into account various relevant factors, including but not limited to results of operations, financial condition and capital expenditure plans. RECENT SALES OF UNREGISTERED SECURITIES We did not sell unregistered securities during the three fiscal years ended November 1, 2014. REPURCHASES OF COMMON STOCK The Company did not repurchase any of its Common Stock during the year ended November 1, 2014.

The Company does not have any equity compensation plan in place and did not issue any equity securities to any person during Fiscal Year 2013.

DISTRIBUTIONS

We declared a special dividend on our Common Stock during the first quarter of Fiscal Year 2013 equal to $0.65 per share. Payment of any future dividends will be at the discretion of our Board of Directors after taking into account various relevant factors, including but not limited to results of operations, financial condition and capital expenditure plans.

RECENT SALES OF UNREGISTERED SECURITIES

We did not sell unregistered securities during the three fiscal years ended October 26, 2013.

REPURCHASES OF COMMON STOCK

The Company did not repurchase any of its common stock during the year ended October 26, 2013.

ITEM 6. SELECTED FINANCIAL DATA.

We are not required to provide the information prescribed by this item because we are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management's discussion and analysis of financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Specifically, inventory is estimated quarterly and reconciled at the end of the fiscal year when a detailed audit is conducted (also see Consolidated Financial Statements, Note 1. Summary of Significant Accounting Policies and Note 2. Inventories). GENERAL This Management's Discussion and Analysis as of November 1, 2014 contains forward looking statements as defined in Part I hereof and should be read in conjunction with the audited consolidated financial statements and notes thereto set forth in this report.

~~Management's~~LIQUIDITY ~~discussion~~AND ~~and~~CAPITAL ~~analysis of financial~~RESOURCES. ~~condition and results of operations are based upon the Company's~~ ~~consolidated~~We ~~financial statements, which~~ have ~~been~~sufficient ~~prepared~~liquidity inand ~~accordance with~~credit ~~accounting~~to ~~principles~~fund ~~generally~~our ~~accepted~~contemplated incapital ~~the~~and ~~United~~operating ~~States~~activities ~~of America~~through ~~("U.S.~~Fiscal ~~GAAP")~~2015. ~~The~~We ~~preparation~~continue ofto ~~these~~use ~~financial~~our ~~statements requires~~working ~~the~~capital ~~Company~~ to ~~make~~finance ~~estimates~~current ~~and~~operations, ~~judgments~~including ~~that~~equipment ~~affect~~purchases, ~~the reported~~capital ~~amounts of assets~~improvements, ~~liabilities~~inventory, ~~revenues~~payroll and ~~expenses~~accounts payable. ~~The~~Our ~~Company bases~~cash ~~its~~decreased ~~estimates~~during onFiscal ~~historical~~Year ~~experience~~2014 ~~and~~to on$3,259,372 ~~various~~from ~~other assumptions~~$3,446,819 ~~that~~at ~~are~~the ~~believed~~end toof beFiscal ~~reasonable~~Year ~~under the circumstances~~2013, ~~the results~~primarily because of ~~which form~~ the ~~basis~~purchase ~~for~~of ~~making~~securities. ~~judgments~~Our ~~about~~total ~~the~~current ~~carrying values of~~ assets ~~and~~increased ~~liabilities~~$1,205,943 ~~that~~to ~~are~~$13,691,431 ~~not~~in ~~readily~~Fiscal ~~apparent~~2014 from ~~other sources.~~$12,485,488 ~~Actual~~in ~~results~~Fiscal ~~may~~2013. ~~differ~~This ~~from~~increase ~~these~~was ~~estimates~~due ~~under~~primarily ~~different assumptions~~to oroperating ~~conditions.~~income ~~Specifically, inventory is estimated quarterly~~ and ~~reconciled~~gains atin the ~~end~~income ofsecurities ~~the~~portfolio. ~~fiscal~~It ~~year~~may ~~when~~be anecessary ~~detailed~~to ~~audit~~make ~~is conducted~~future ~~(also~~investments ~~see~~in ~~Consolidated~~new ~~Financial~~equipment ~~Statements,~~and ~~Note~~processes 1.to ~~Summary~~compete ~~of Significant~~successfully ~~Accounting~~in ~~Policies~~the aerospace and ~~Note~~commercial 2.display ~~Inventories)~~markets.

~~GENERAL~~RESULTS OF OPERATIONS: FISCAL YEAR 2014

NET SALES. Net sales of $7,073,463 for the Fiscal Year 2014 increased $853,847 or approximately 14% from $6,219,616 in Fiscal 2013. This ~~Management's~~increase ~~Discussion~~was due to a general increase in demand for certain products from some of our key customers and ~~Analysis~~the asaddition of ~~October~~some new customers in Fiscal 2014. 26 COST OF SALES. Cost of sales increased $657,438 or approximately 16% to $4,610,755 for Fiscal 2014 compared to $3,953,317 Fiscal 2013. ~~should~~This beincrease ~~read~~was primarily due to increased sales, additional engineering expenses and to a higher customer return rate than the previous year. During Fiscal 2014 we increased our raw materials and supplies inventories to serve as a larger buffer against possible disruptions in ~~conjunction~~our supply chain. The reduction in finished goods compared to Fiscal 2013 was primarily a timing issue with shipments. Cost of sales consists of costs to manufacture the ~~audited~~products ~~consolidated financial~~we ~~statements~~sell and ~~notes~~is ~~thereto~~comprised ~~set~~of ~~forth~~raw inmaterials, ~~this~~manufacturing ~~report~~direct labor and overhead expenses. ItThe ~~also contains~~overhead ~~forward~~portion ~~looking~~of ~~statements~~cost asof ~~defined~~sales inis ~~Part~~primarily Icomprised ~~hereof~~of salaries, medical and dental benefits, building expenses, production supplies, and costs related to our production, inventory control and quality departments.

8-7-

~~LIQUIDITY~~OPERATING ~~AND CAPITAL RESOURCES~~EXPENSES. WeOperating ~~have~~expenses ~~sufficient~~for ~~liquidity and credit to fund our contemplated capital and operating activities through~~ Fiscal 2014~~. We~~ ~~continue~~were to$1,218,993, ~~use~~an ~~our~~increase ~~working~~of ~~capital to finance current operations~~$119,235 ~~including~~or ~~equipment~~approximately ~~purchases,~~11% ~~capital~~from ~~improvements~~$1, ~~inventory~~099,758 ~~payroll~~in ~~and~~Fiscal ~~accounts receivable~~2013.~~Our~~ ~~cash~~Operating ~~increased~~expenses ~~during~~include ~~Fiscal~~both ~~Year~~general ~~2013~~and toadministrative ~~$3,446,819~~expenses ~~from~~and ~~$2,834,374~~sales atand ~~the~~delivery ~~end~~expenses. ofOur ~~Fiscal~~general ~~Year~~and ~~2012,~~administrative ~~primarily~~expenses ~~because~~consist of ~~earnings~~marketing and ~~the~~business ~~sale~~development ofexpenses, ~~securities.~~professional ~~Other~~expenses, ~~income~~travel ~~decreased~~expenses, ~~from~~salaries ~~the~~and ~~prior~~benefits ~~year~~for ~~primarily~~executive ~~due~~and toadministrative ~~recognition~~personnel, ofhiring, ~~losses~~legal, onaccounting, ~~sale~~and ofother ~~securities~~general ~~from~~corporate ~~the~~expenses. OPERATING ~~Company's~~INCOME. ~~portfolio~~ Operating of income ~~securities. Our total current assets~~ increased $3777,~~625~~174 or approximately 7% to $121,~~485~~243,~~480~~715 in Fiscal ~~2013~~2014 from $121,~~447~~166,~~863~~541 in Fiscal ~~2012. This relatively small increase was due primarily to use of cash for the purchase of a new building and for a one time cash dividend to stockholders in the first quarter of~~ 2013. ~~It may be necessary to make future investments in new equipment and processes to compete successfully in the aerospace and commercial display markets.~~

~~RESULTS~~OTHER OFINCOME. ~~OPERATIONS:~~ Other ~~FISCAL~~income ~~YEAR~~for Fiscal Year 2014 increased $178,862 to $496,856 from $317,994 for Fiscal Year 2013, primarily because of gains recognized on the sale of securities.

~~NET~~PROVISONS ~~SALES Net~~FOR ~~sales~~INCOME ofTAX. ~~$6,219,616~~ Income ~~for~~tax ~~the~~expense for Fiscal Year ~~2013~~2014 ~~decreased~~was $~~467~~626,~~166~~492 or ~~about~~approximately ~~7.0~~36% ~~from~~of ~~$6,686,782~~pre-tax inincome ~~Fiscal~~compared ~~2012.~~to ~~This~~$541,414 ~~decrease~~and ~~was~~approximately ~~due~~36% toof apre-tax ~~general~~income ~~reduction in demand~~ for ~~certain products in~~ Fiscal Year 2013.

~~COST~~NET OFINCOME. ~~SALES~~ ~~Cost~~Net income of ~~sales decreased~~ $~~709~~1,~~657~~114,079 or 15$1.2%44 toper ~~$3,953,317~~share for Fiscal ~~2013~~2014 ~~compared~~increased to $4179,~~662,974~~958 ~~Fiscal~~or ~~2012.~~approximately ~~This~~18% ~~decrease~~from ~~was due not only to reduced sales~~$943,121 ~~but~~or ~~also~~$1.22 toper ashare ~~more~~for ~~efficient use of raw materials resulting in lower scrap and rework costs and to a reduction in overtime labor costs and associated overhead costs. During~~ Fiscal 2013 weas ~~increased~~a ~~our~~result ~~work in progress and finished goods inventories in an effort to better serve our customers' short term, just-in-time material requirements.Cost~~ of ~~sales consists of costs to manufacture~~ the ~~products~~factors wedescribed ~~sell and is comprised of raw materials, manufacturing direct labor and overhead expenses~~above. The overhead portion of cost of sales is primarily comprised of salaries, medical and dental benefits, building expenses, production supplies, and costs related to our production, inventory control and quality departments.

~~OPERATING~~BACKLOG ~~EXPENSES~~OF ORDERS ~~Operating~~ Our ~~expenses~~backlog ~~for~~of ~~Fiscal~~unshipped ~~2013~~orders ~~were~~stood at $1,~~099~~954,~~758,~~800 anat ~~increase~~the end of ~~$68,561~~Fiscal orYear ~~approximately~~2014, down ~~6.6% from~~ $1157,~~031,197~~697 infrom ~~Fiscal~~the ~~2012.~~end ~~Operating~~of ~~expenses~~Fiscal ~~include~~Year ~~both~~2013 ~~general~~ and ~~administrative~~down ~~expenses~~$214,258 ~~and~~from ~~sales~~the ~~and~~end ~~delivery~~of ~~expenses.~~the ~~Our~~third ~~general~~quarter. ~~and~~Of ~~administrative~~the ~~expenses~~backlog ~~consist~~ of ~~marketing~~orders ~~and~~existing ~~business~~at ~~development~~year ~~expenses~~end, ~~professional~~we ~~expenses,~~expect ~~salaries~~to ~~and~~deliver ~~benefits~~50% ~~for~~within ~~executive~~the ~~and~~first ~~administrative~~quarter ~~personnel,~~of ~~hiring,~~Fiscal ~~legal,~~Year ~~accounting, and other general corporate expenses~~2015.

~~OPERATING~~RESULTS ~~INCOME~~OF OPERATIONS: FISCAL YEAR 2013 Net sales of $6,219,616 for the Fiscal Year 2013 decreased $467,166 or approximately 7.0% from $6,686,782 in Fiscal 2012. This decrease was due to a general reduction in demand for certain products in Fiscal 2013. Operating expenses, including selling expenses, were $1,099,758 for Fiscal 2013, an increase of $68,561 or approximately 6.6% from $1,031,197 in Fiscal 2012. Operating income increased $173,930 or approximately 17.5% to $1,166,541 in Fiscal 2013 from $992,611 in Fiscal 2012. ~~The~~Other ~~increase~~income for Fiscal Year 2013 decreased $175,006 to $317,994 from $493,000 for Fiscal Year 2012, isprimarily inbecause ~~part~~of ~~due~~our torecognition of losses on the ~~non-recurring~~sale ~~2012~~of ~~expenses~~income securities during Fiscal Year 2013 and reduced interest and dividend income. Net income of $39943,~~300~~121 ~~incurred~~or in$1.22 ~~the~~per ~~resolution~~share offor anFiscal ~~OSHA~~2013 ~~claim~~increased ~~and~~approximately ~~associated~~0.5% ~~professional~~from ~~expenses~~$938,640 or $1.21 per share for Fiscal 2012.

~~OTHER INCOME~~INFLATION ~~Other~~ During ~~income~~the ~~for~~three ~~Fiscal~~year ~~Year~~period ~~2013~~that ~~decreased~~ended ~~$175,006~~on toNovember ~~$317~~1,~~994~~ ~~from $493~~2014,~~000~~ ~~for~~inflation ~~Fiscal~~did ~~Year~~not ~~2012,~~have ~~primarily~~a ~~because~~material ofeffect ~~our recognition of losses~~ on ~~the~~our ~~sale~~operating ~~of income securities during Fiscal Year and reduced interest and dividend income~~results.

PROVISONS FOR INCOME TAX Income tax expense for Fiscal Year 2013 was $541,414 or 36.5% of pre-tax income compared to $546,971 and 36.8% of pre-tax income for Fiscal Year 2012.

NET INCOME Net income of $943,121 or $1.22 per share for Fiscal 2013 increased approximately 0.5% from $938,640 or $1.21 per share for Fiscal 2012 as a result of the factors described above.

BACKLOG OF ORDERS

Our backlog of unshipped orders stood at $2,112,500 at the end of Fiscal Year 2013, up $113,900 from the end of Fiscal Year 2012 and down $59,600 from the end of the third quarter. Of the backlog of orders existing at year end, we expect to deliver 50% within the first quarter of Fiscal Year 2014.

RESULTS OF OPERATIONS: FISCAL YEAR 2012 Fiscal 2012 ended with net sales of $6,686,782 an increase of $766,885 or 13% over Fiscal 2011. This was due to a general improvement in demand for our products. Operating expenses, including selling expenses, were $1,031,197 for Fiscal 2012, an increase of $134,496 or 15% from Fiscal 2011. Operating income decreased $68,745 or 6% to $992,611 in Fiscal 2012 from $1,061,356 in 2011. Other income was $493,000 compared to $261,430 for Fiscal 2011 primarily as a result of increased dividends and interest from the Company's portfolio of income securities. Net income after taxes of $938,640 or $1.21 per share for Fiscal 2012 increased 9% from $862,660 for Fiscal 2011.

INFLATION During the three year period that ended on October 26, 2013, inflation did not have a material effect on our operating results.

OFF BALANCE SHEET ARRANGEMENTS
We do not currently have any off balance sheet arrangements.

COMPANY RISK FACTORS An investment in our common stock involves investment risks. A prospective investor should evaluate all information about us and the risk factors discussed below in relation to his financial circumstances before investing in us. 1. The market price of our common stock may fluctuate significantly. In addition, since our common stock has been thinly traded, it is difficult for our shareholders to sell shares of our common stock at a predictable price. 2. Any continuation of weakness in the global economy may have negative implications for our Company. Since our products are incorporated into very expensive new and retrofitted aircraft, the lack of a strong global economy and orderly capital markets may result in reduced demand for our products. 3. Our acquisition of an additional facility, together with planned aquisition of new manufacturing equipment, may not be supported by increases in profitable orders for our products. Significant quarterly fluctuations in backlog and orders challenge the Company to adjust the scale of its activities to the demand for its products; the larger the fluctuations, the more difficult it is to have efficient operations. ~~4. Our product offerings are concentrated. During Fiscal 2013 we derived approximately 95% of our revenues from instrument glass used for avionics and related aerospace products.~~ 5. Our revenues come from a limited number of customers, with approximately 59% of sales during fiscal 2013 arising from two customers. The loss of one or both of such customers would be a materially adverse development for the Company. 6. For a major portion of our business, we rely on raw materials manufactured in foreign countries. An interruption of such supplies would have a significant impact on sales and our ability to support our customers.

101. The market price of our common stock may fluctuate significantly. In addition, since our common stock has been thinly traded, it is difficult for our shareholders to sell shares of our common stock at a predictable price. 2. Any continuation of weakness in the global economy may have negative implications for our Company. Since our products are incorporated into very expensive new and retrofitted aircraft, the lack of a strong global economy and orderly capital markets may result in reduced demand for our products. 3. Our acquisition of an additional facility, together with planned acquisition of new manufacturing equipment, may not be supported by increases in profitable orders for our products. Significant quarterly fluctuations in backlog and orders challenge the Company to adjust the scale of its activities to the demand for its products; the larger the fluctuations, the more difficult it is to have efficient operations. 4. Our product offerings are concentrated. During Fiscal 2014 we derived approximately 95% of our revenues from instrument glass used for avionics and related aerospace products. 5. Our revenues come from a limited number of customers, with approximately 65% of sales during fiscal 2014 arising from two customers and two subcontractors of one of those customers. The loss of one or both of such customers would be a materially adverse development for the Company.

7. Our success depends on the efforts and expertise of our President, Anderson L. McCabe. He is our chief executive officer, our chief financial officer and our principal marketing officer. His death, disability or termination of employment would adversely affect the future of our Company. We do not have employment contracts with Mr. McCabe or other management personnel. We do not maintain key man life insurance on Mr. McCabe or other key personnel. -8. The market for our products is very competitive. 9. In order to increase income on our liquid assets, we invested a very substantial portion of our cash assets in a managed investment portfolio, which is subject to valuation decline in the event of a market downturn for all or any of the income securities in that portfolio. 10. Purchase orders and specifications from our customers may include extensive product warranties and contractual undertakings. Accordingly, future claims by our customers may have an adverse effect on our future operating results. 11. Our industry is also subject to significant risk from outside influences, such as terrorist attacks (9/11) and biological epidemics (SARs and Avian flu outbreaks in Asia). Other factors that may in the future influence our industry are inflation, changes in diplomatic and trade relations with other countries, tariffs, trade barriers and other regulatory barriers. 12. We are controlled by our major stockholder, the Arthur John Kania Trust. The Arthur John Kania Trust beneficially owns approximately 66% of our outstanding common stock. Such concentrated control of the Company may adversely affect the price of our common stock. Because of the high percentage of beneficial ownership, the Trustee of that Trust is able to control matters requiring the vote of stockholders, including the election of our board of directors and certain other significant corporate actions. This control could delay, defer or prevent others from initiating a potential merger, takeover or other change in our control, even if these actions would benefit our other stockholders and the Company. This control could adversely affect the voting and other rights of our other stockholders and could depress the market price of our common stock. If you acquire common stock, you may have no effective voice in the management of the Company.-

6.	For a major portion of our business, we rely on raw materials manufactured in foreign countries. An interruption of such supplies would have a significant impact on sales and our ability to support our customers.
7.	Our success depends on the efforts and expertise of our President, Anderson L. McCabe. He is our chief executive officer, our chief financial officer and our principal marketing officer. His death, disability or termination of employment would adversely affect the future of our Company. We do not have employment contracts with Mr. McCabe or other management personnel. We do not maintain key man life insurance on Mr. McCabe or other key personnel.
8.	The market for our products is very competitive.
9.	In order to increase income on our liquid assets, we invested a very substantial portion of our cash assets in a managed investment portfolio, which is subject to valuation decline in the event of a market downturn for all or any of the income securities in that portfolio.
10.	Purchase orders and specifications from our customers may include extensive product warranties and contractual undertakings. Accordingly, future claims by our customers may have an adverse effect on our future operating results.
11.	Our industry is also subject to significant risk from outside influences, such as terrorist attacks (9/11) and biological epidemics (SARs and Avian flu outbreaks in Asia). Other factors that may in the future influence our industry are inflation, changes in diplomatic and trade relations with other countries, tariffs, trade barriers and other regulatory barriers.
12.	We are controlled by our major stockholder, the Arthur John Kania Trust. The Arthur John Kania Trust beneficially owns approximately 66% of our outstanding common stock. Such concentrated control of the Company may adversely affect the price of our common stock. Because of the high percentage of beneficial ownership, the Trustee of that Trust is able to control matters requiring the vote of stockholders, including the election of our board of directors and certain other significant corporate actions. This control could delay, defer or prevent others from initiating a potential merger, takeover or other change in our control, even if these actions would benefit our other stockholders and the Company. This control could adversely affect the voting and other rights of our other stockholders and could depress the market price of our common stock. If you acquire common stock, you may have no effective voice in the management of the Company.

ITEM 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, we are not required to supply information on this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The Consolidated Financial Statements, the notes thereto, and the reports thereon by Goff Backa, Alfera & Company, LLC. dated January 2226, ~~2014~~2015, are filed as part of this report starting on page 1916 below.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and ~~ProceduresUnder~~Procedures Under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, our management carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rule 13a- 15(e) under the Securities Exchange Act of 1934, as amended) as of ~~October~~November 261, ~~2013~~2014. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

11Management's Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Using that evaluation, our management concluded that, as of November 1, 2014, our internal control over financial reporting was effective.This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit smaller reporting companies such as the Company to provide only Management's report in this Annual Report.

~~Management's~~Changes ~~Annual~~in ~~Report on~~ Internal Control Over Financial Reporting ~~Our~~ No ~~management~~change ~~is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined~~ in ~~Rule 13a-15(f) of the Securities Exchange Act of 1934. Under the supervision of~~ our ~~Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our~~ internal control over financial reporting ~~based~~occurred onduring the ~~Internal~~fourth ~~Control-Integrated~~quarter ~~Framework issued by the Committee~~ of ~~Sponsoring~~Fiscal ~~Organizations~~Year of2014 ~~the~~that ~~Treadway~~has ~~Commission.~~materially ~~Using that evaluation~~affected, ~~our~~or ~~management~~is ~~concluded~~reasonably ~~that,~~likely asto ofmaterially ~~October 26~~affect, ~~2013,~~ our internal control over financial reporting ~~was effective~~.This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit smaller reporting companies such as the Company to provide only Management's report in this Annual Report.

~~Changes in Internal Control Over Financial Reporting~~-9-

No change in our internal control over financial reporting occurred during the fourth quarter of Fiscal Year 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Our Directors serve until the next annual meeting of stockholders, or until their successors have been elected. Our officers serve at the pleasure of the Board of Directors. Anderson L. McCabe, 5859 years old, is our President, Chief Executive Officer and Chief Financial Officer. He graduated from the University of South Carolina in 1977 and received a B.S. in Chemical Engineering. From 1977 to 1985, he was employed by United Engineers and Constructors, Inc., a subsidiary of Raytheon Corporation as a Process Engineer with managerial responsibilities. In 1986 he became our president. He has been a director of the Company since 1987. Arthur J. Kania, 8283 years old, is our Secretary. He is not active in our day-to-day operations. Mr. Kania's principal occupations during the past five years have been as Principal of Trikan Associates (real estate ownership and management - investment firm); and as a partner of the law firm of Kania, Lindner, Lasak and Feeney. He has been a director of the Company since 1977. Arthur J. Kania, Jr., 5859 years old, has been a director of the Company since 1987. He is not active in our day-to-day operations. He is a principal of Trikan Associates (real estate ownership and management- investment firm) and vice-president of Newtown Street Road Associates (real estate ownership and management).

12BOARD MEETINGS AND COMMITTEES Audit Committee and Audit Committee Financial Expert Our Board of Directors functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. We are not a "listed company" under SEC rules and are therefore not required to have an audit committee with independent directors. Our Board of Directors does not have an independent director. Our Board of Directors has determined that each of its members is able to read and understand fundamental financial statements and has substantial relevant business and accounting experience. Accordingly, the Board of Directors believes that each of its members has sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have in a company such as ours. Board Meetings; Nominating and Compensation Committees Given the small size of the Company and its limited staff and operations, its directors frequently make determinations informally by telephone calls or by written consent. The Board met before and after the Annual Shareholders Meeting, and at one additional time during the Fiscal Year. Each Meeting was attended by all directors. We pay each of our Directors a fixed annual stipend for acting as Director. No such payment shall preclude any director from serving us in any other capacity and receiving compensation therefor. A total of $15,000 has been paid to each director for services as director during the last fiscal year. We are not a "listed company" under SEC rules and are therefore not required to have a compensation committee or a nominating committee. We do not currently have a compensation committee. Our Board of Directors is currently comprised of only three members, one of whom acts as Chief Executive Officer and Chief Financial Officer. We do not have a policy regarding the consideration of any director candidate which may be recommended by our shareholders, including the minimum qualification for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Because our largest shareholder holds a majority of all issued stock, we do not solicit proxies for the election of directors, since that shareholder has the full power by its vote to elect all directors.

~~BOARD~~SECTION ~~MEETINGS~~16(A) ~~AND~~BENEFICIAL ~~COMMITTEES Audit~~OWNERSHIP ~~Committee~~REPORTING ~~and Audit Committee Financial Expert~~COMPLIANCE. ~~Our~~ Section ~~Board of Directors functions as an audit committee and performs some of the same functions as an audit committee including:~~ 16(1a) ~~selection and oversight~~ of ~~our independent accountant; (2) establishing procedures for~~ the ~~receipt,~~Securities ~~retention~~Exchange ~~and~~Act ~~treatment~~ of ~~complaints regarding accounting~~1934, ~~internal~~as ~~controls~~amended ~~and auditing matters; and~~ (3)the ~~engaging outside advisors. We are not a~~ "~~listed~~Exchange ~~company~~Act"), ~~under~~requires ~~SEC~~the ~~rules~~Company's ~~and~~officers, ~~are therefore not required to have an audit committee with independent~~ directors. ~~Our~~and ~~Board~~any ofperson ~~Directors~~owning ~~does~~ten ~~not~~percent ~~have~~or anmore ~~independent director. Our Board~~ of ~~Directors~~the ~~has~~Company's ~~determined~~common ~~that~~stock, ~~each of its members is able~~ to ~~read~~file ~~and~~in ~~understand~~their ~~fundamental~~personal ~~financial~~capacities initial statements ~~and~~of ~~has~~beneficial ~~substantial relevant business and accounting experience. Accordingly~~ownership, ~~the~~statements ~~Board~~ of ~~Directors~~change ~~believes that each of its members has sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have~~ in abeneficial ~~company~~ownership ~~such as ours. Board Meetings; Nominating~~ and ~~Compensation~~annual ~~Committees Given~~statements ~~the small size~~ of beneficial ~~the~~ownership ~~Company~~with ~~and its limited staff and operations, its directors frequently make determinations informally by telephone calls or by written consent. The Board met before and after~~ the ~~Annual~~Securities ~~Shareholders Meeting,~~ and atExchange ~~one~~Commission ~~additional time during~~ (the ~~Fiscal Year~~"SEC"). ~~Each~~Persons ~~Meeting~~filing ~~was attended by all directors. We pay each of our Directors a fixed annual stipend for acting as Director. No~~ such ~~payment~~beneficial ~~shall~~ownership ~~preclude~~arrangements ~~any~~are ~~director~~required ~~from~~by ~~serving~~SEC usregulation into ~~any~~furnish ~~other~~to ~~capacity~~the ~~and~~Company ~~receiving~~copies ~~compensation therefor. A total~~ of ~~$12,500~~all ~~has~~such ~~been~~statements ~~paid~~filed towith ~~each director for services as director during~~ the ~~last fiscal year~~SEC. We ~~are~~The ~~not a "listed company" under SEC~~ rules ~~and are therefore not required to have a compensation committee or a nominating committee. We do not currently have a compensation committee. Our Board~~ of ~~Directors~~the isSEC ~~currently~~regarding ~~comprised~~the offiling ~~only three members, one~~ of ~~whom~~such ~~acts~~statements asrequire ~~Chief~~that ~~Executive~~"late ~~Officer~~filings" ~~and Chief Financial Officer. We do not have a policy regarding the consideration~~ of ~~any~~such ~~director~~statements ~~candidate which may~~ be ~~recommended~~disclosed byin ~~our shareholders, including~~ the ~~minimum~~Company's ~~qualification~~information ~~for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees~~statement. WeBased ~~have~~solely ~~not~~on ~~adopted a policy regarding~~ the ~~handling~~Company's review of ~~any~~copies ~~potential recommendation~~ of ~~director~~such ~~candidates~~statements byreceived ~~our shareholders~~by, ~~including~~and ~~the~~on ~~procedures~~representations ~~to be followed. Because our largest shareholder holds a majority of all issued stock~~from, ~~we do not solicit proxies for~~ the ~~election~~Company's ofexisting directors, ~~since~~and officers that ~~shareholder~~no ~~has~~annual ~~the~~statements ~~full~~of ~~power~~beneficial byownership ~~its~~were ~~vote~~required to ~~elect~~be ~~all~~filed ~~directors~~in 2014.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's officers, directors and any person owning ten percent or more of the Company's common stock, to file in their personal capacities initial statements of beneficial ownership, statements of change in beneficial ownership and annual statements of beneficial ownership with the Securities and Exchange Commission (the "SEC"). Persons filing such beneficial ownership arrangements are required by SEC regulation to furnish to the Company copies of all such statements filed with the SEC. The rules of the SEC regarding the filing of such statements require that "late filings" of such statements be disclosed in the Company's information statement. Based solely on the Company's review of copies of such statements received by, and on representations from, the Company's existing directors and officers that no annual statements of beneficial ownership were required to be filed in 2013.-10-

ITEM 11. EXECUTIVE COMPENSATION. The following table sets forth certain summary information concerning compensation paid or accrued to its sole executive officer during the past two fiscal years. He did not receive any awards, stock awards, option compensation, non equity incentive plan earnings or non-qualified deferred compensation.

Name and Principal Positions	Fiscal Year	Salary(1)	Bonus	All Other Compensation*	Total Compensation
Anderson L. McCabe President, CEO, CFO, Treasurer & Director	2014	$130,000	$45,000	$18,900	$193,900
	2013	$130,000	$35,000	$16,400	$181,400

Name and PrincipalPositions	FiscalYear	Salary(1)	Bonus	All OtherCompensation*	TotalCompensation
Anderson L. McCabe President, CEO, CFO, Treasurer & Director	2013	$130,000	$35,000	$16,400	$181,400
	2012	$130,000	$50,000	$16,400	$196,400

*Includes an annual retainer as Director of Company of $15,000 for 2014 and $12,500 for 2013 in addition to a 401(k) Contribution of $3,900 for each of 2014 and 2013.

*IncludesEMPLOYMENT AGREEMENTS AND NARRATIVE REGARDING EXECUTIVE COMPENSATIONMr. McCabe, who has served as our CEO since 1986, is not a party to an employment agreement. The non-employee directors meet on an annual ~~retainer~~basis asto ~~Director~~review his base compensation and to consider the granting of ~~Company~~a bonus. They take into account the scope of ~~$12~~his duties and responsibilities in the Company,~~500~~ ~~for~~the ~~2013~~challenges the Company faced during the preceding year and ~~$12,500~~his ~~for~~contribution ~~2012~~to the profitability of the Company. The base salary and bonus are in ~~addition~~the judgment of those directors fair to athe ~~401(k)~~Company ~~Contribution~~when taking the above factors into account. Those directors did not consult with any experts or other third parties in determining the amount of $3Mr. McCabe's compensation,~~900~~ ~~for~~but ~~each~~based oftheir ~~2013~~determinations ~~and~~upon ~~2012~~their overall respective business experiences.

~~EMPLOYMENT~~OPTION/SAR ~~AGREEMENTS~~GRANTS; ~~AND~~DEFERRED ~~NARRATIVE REGARDING~~ EXECUTIVE ~~COMPENSATIONMr.~~COMPENSATION ~~McCabe,~~PLAN; ~~who~~EQUITY ~~has~~COMPENSATION ~~served~~PLAN The asCompany ~~our~~did ~~CEO since 1986, is~~ not agrant ~~party~~restricted tostock anawards, ~~employment~~stock ~~agreement.~~options ~~The~~or ~~non-employee~~stock ~~directors~~appreciation ~~meet~~rights onduring anFiscal ~~annual~~Year ~~basis~~2014, tonor ~~review~~does ~~his~~it ~~base~~have ~~compensation~~any ~~and to consider the granting~~ of asuch ~~bonus.~~awards, ~~They~~options ~~take~~or ~~into~~rights ~~account~~outstanding ~~the~~from ~~scope~~prior ofyears. ~~his~~The ~~duties and responsibilities in the~~ Company, ~~the~~does ~~challenges~~not ~~the~~have ~~Company~~any ~~faced~~deferred ~~during~~executive ~~the~~compensation ~~preceding year and his contribution to the profitability of the Company~~plan. The ~~base salary and bonus are in the judgment of those directors fair to the~~ Company ~~when~~does ~~taking the above factors into account. Those directors did~~ not ~~consult~~have ~~with~~ any ~~experts~~securities orauthorized ~~other~~for ~~third~~issuance ~~parties~~under inan ~~determining~~equity ~~the amount of Mr. McCabe's~~ compensation, ~~but based their determinations upon their overall respective business experiences~~plan.

~~OPTION/SAR~~DIRECTOR ~~GRANTS;~~COMPENSATION ~~DEFERRED~~TABLE ~~EXECUTIVE~~FOR ~~COMPENSATION~~FISCAL ~~PLAN;~~YEAR ~~EQUITY~~2014 We ~~COMPENSATION~~do ~~PLAN The~~not ~~Company~~have ~~did~~a ~~not~~standard ~~grant~~compensation ~~restricted~~arrangement ~~stock~~for ~~awards~~our directors, ~~stock~~and ~~options~~the orcompensation ~~stock~~payable ~~appreciation~~to ~~rights~~each ~~during~~individual ~~Fiscal~~for ~~Year~~service ~~2013,~~rendered ~~nor~~is ~~does~~determined itby ~~have~~our ~~any~~Board of ~~such~~Directors ~~awards~~based upon the amount of time expended on behalf of the Company and also, ~~options~~to ora ~~rights~~limited ~~outstanding~~extent, ~~from~~the success of the Company in the prior ~~years~~year. The ~~Company~~Directors ~~does~~do not ~~have~~receive any ~~deferred~~compensation ~~executive~~other than cash compensation. They do not receive stock awards, option awards, non-equity incentive plan. compensation or non-qualified deferred compensation. The ~~Company~~following ~~does~~table ~~not~~sets ~~have~~forth ~~any~~the ~~securities~~compensation ~~authorized~~of our non-employee directors. Our employee director, Anderson L. McCabe, receives the same compensation as the other directors for ~~issuance~~his ~~under~~services anas ~~equity~~director. His director fees are included in his total compensation ~~plan~~in the Summary Compensation Table above.

DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2013 We do not have a standard compensation arrangement for our directors, and the compensation payable to each individual for service rendered is determined by our Board of Directors based upon the amount of time expended on behalf of the Company and also, to a limited extent, the success of the Company in the prior year. The Directors do not receive any compensation other than cash compensation. They do not receive stock awards, option awards, non-equity incentive plan compensation or non-qualified deferred compensation. The following table sets forth the compensation of our non-employee directors. Our employee director, Anderson L. McCabe, receives the same compensation as the other directors for his services as director. His director fees are included in his total compensation in the Summary Compensation Table above.

Name	Cash Retainer	Total Compensation
Arthur J. Kania	$15,000	$15,000*
Arthur J. Kania, Jr.	$15,000	$15,000

Name	Cash Retainer	Total Compensation
Arthur J. Kania	$12,500	$12,500*
Arthur J. Kania, Jr.	$12,500	$12,500

* Excludes payments for legal services to law firm of which Mr. Kania is a partner. See Certain Transactions and Relationships below.

*CODE ~~Excludes~~OF ~~payments~~ETHICS The ~~for~~Company's ~~legal~~Code ~~services~~of toEthics ~~law~~is ~~firm~~posted ofat ~~which~~its Mrwebsite at optsciences.com. ~~Kania~~It ~~is a~~applies ~~partner.~~to ~~See~~all ~~Certain~~employees, ~~Transactions~~including the CEO, CFO, principal accounting officer and ~~Relationships~~persons ~~below~~performing similar functions.

CODE OF ETHICS The Company's Code of Ethics is posted at its website at optsciences.com. It applies to all employees, including the CEO, CFO, principal accounting officer and persons performing similar functions.-11-

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. The following table sets forth common stock ownership information as of the record date with respect to (i) each person known to us to be the beneficial owner of more than 5% of our issued and outstanding common stock; and (ii) each of our directors and executive officers.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Arthur John Kania Trust 3/30/67 Rose Sayen, Trustee 560 E. Lancaster Avenue, Suite 108 St. Davids, PA	510,853	66%

Security Ownership of Directors and Officers

Name & Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Anderson L. McCabe P.O. Box 221 1912 Bannard Street Riverton, NJ 08077	1,064(1)	*

Arthur J. Kania 560 E. Lancaster Avenue, Suite 108 St. Davids, PA 19087-5049	23,723(1)	3%

Arthur J. Kania, Jr. 560 E. Lancaster Avenue, Suite 108 St. Davids, PA 19087-5049	0(1)	*

Directors and Officers as a Group	24,787(1)	3%

* Less than 1% of outstanding stock.

1. Excludes 510,853 shares (66% of the outstanding shares) owned by a trust for the benefit of Arthur J. Kania's children and a total of 10,000 shares (1.3% of the outstanding shares) owned by separate trusts for the benefit of each of Arthur J. Kania's grandchildren. Mr. Kania has no voting power or investment power with respect to such securities and disclaims beneficial ownership in all such shares. Mr. McCabe, husband of a beneficiary of the first aforementioned trust, disclaims beneficial ownership in all such shares. Arthur J. Kania, Jr., a son of Arthur J. Kania, is a beneficiary of the first aforementioned trust and father of beneficiaries of the second aforementioned trusts, but has no voting power and no investment power over such shares in said trusts and is not a beneficial owner under the applicable rules.

15-12-

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Type	~~2013~~2014	~~2012~~2013
Audit Fees: (1)	$ 4146,~~405~~165	$ 4241,~~458~~405
Audit Related Fees:(2)	-0-	-0-
Tax Fees: (3)	-0-	-0-
Other Fees: (4)	-0-	-0-
Total Fees	$ 4146,~~405~~165	$ 4241,~~458~~405

(1) AUDIT FEES
This category includes the aggregate fees billed or accrued for each of the last two fiscal years for professional services rendered by the independent auditors for the audit of the Company's annual financial statements and review of financial statements included in the Company's Annual and Quarterly Reports filed with the SEC or services that are normally provided by the accountant in connection with other statutory and regulatory filings or engagements for those fiscal years.

(2) AUDIT-RELATED FEES
This category includes the aggregate fees billed in each of the last two fiscal years for services by the independent auditors that are reasonably related to the performance of the audits of the financial statements and are not reported above under "Audit Fees".

(3) TAX FEES
This category includes the aggregate fees billed in each of the last two years for professional services rendered by the independent auditors for tax compliance, tax planning and tax advice.

(4) ALL OTHER FEES
This category includes the aggregate fees billed in each of the last two fiscal years for products and services by the independent auditors that are not reported under "Audit Fees", "Audit Related Fees" or "Tax Fees".

RE-APPROVAL POLICIES AND PROCEDURES

Before the accountant is engaged by the issuer to render audit or non-audit services, the engagement is approved by the Company's Board of Directors acting as the audit committee.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are incorporated by reference or included as part of this report:

	3.1; 3.2	Articles of Incorporation and By-Laws incorporated by reference to the Form 10-KSB filed by the registrant with the SEC on February 10, 1998 for its fiscal year ended November 1, 1997 starting on page 22.
	21.	List of Subsidiaries incorporated by reference to the Form 10-KSB filed by the registrant with the SEC on February 10, 1998 for its fiscal year ended November 1, 1997 starting on page 54.
	31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.	Financial statements from the Annual Report of Form 10-K of Opt-Sciences Corporation for the year ending ~~October~~November 261, ~~2013~~2014 as interactive data files formatted in XBRL: (i) The Consolidated Balance Sheet, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.
	101.INS	XBRL Instance Document.
	101.SCH	XBRL Taxonomy Extension Schema Document.
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

-13-

SIGNATURES

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

Opt-Sciences Corporation /s/ Anderson L. McCabe Anderson L. McCabeChief Executive Officer &Chief Financial OfficerJanuary 2329, ~~2014~~2015

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

Signature	Title	Date
/s/ Anderson L. McCabe	President, CEO, CFO & Director	January 2329, ~~2014~~2015
Anderson L. McCabe
/s/ Arthur J. Kania	Secretary & Director	January 2329, ~~2014~~2015
Arthur J. Kania
/s/ Arthur J. Kania, Jr.	Director	January 2329, ~~2014~~2015
Arthur J. Kania, Jr.
/s/ Lorraine Domask	Chief Accountant	January 2329, ~~2014~~2015
Lorraine Domask

17-14-

OPT-SCIENCES CORPORATION
FINANCIAL STATEMENTS

Years Ended ~~October~~November 261, ~~2013~~2014 and October 2726, ~~2012~~2013

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	1916
Consolidated Balance Sheets	2017
Consolidated Statements of Operations	2219
Consolidated Statements of Stockholders' Equity	23
Consolidated Statements of Stockholders' Equity and Comprehensive Income	20
Consolidated Statements of Cash Flows	2421
Notes to Consolidated Financial Statements	2522

18-15-

Report of Independent Registered Public Accounting Firm

To: Stockholders and Board of Directors Opt-Sciences Corporation We have audited the accompanying consolidated balance sheets of OPT-Sciences Corporation and Subsidiary as of November 01, 2014 and October 26, 2013 and the related consolidated statements of operations and comprehensive income, retained earnings, stockholders' equity, and cash flows for each of the fiscal years in the two year period ended November 01, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of OPT-Sciences Corporation and Subsidiary as of November 01, 2014 and October 26, 2013 and the consolidated results of their operations and their cash flows for each of the fiscal years in the two year period ended November 01, 2014 in conformity with U.S. generally accepted accounting principles. Goff, Backa, Alfera & Company, LLC Pittsburgh, Pennsylvania January 26, 2015

~~We have audited the accompanying consolidated balance sheets of Opt~~-Sciences Corporation and Subsidiary as of October 26, 2013 and October 27, 2012 and the related consolidated statements of operations, stockholders' equity and comprehensive income and cash flows for each of the fiscal years in the two year period ended October 26, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.16-

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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Opt-Sciences Corporation and Subsidiary as of October 26, 2013 and October 27, 2012 and the consolidated results of their operations and their cash flows for each of the fiscal years in the two year period ended October 26, 2013 in conformity with U.S. generally accepted accounting principles.

Goff, Backa, Alfera & Company, LLC Pittsburgh, Pennsylvania January 22, 2014

Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these financial statements

ASSETS

	October 26, 2013	October 27, 2012
		November 1, 2014		October 26, 2013
CURRENT ASSETS
Cash and cash equivalents	~~$ 3,446,819~~	$ ~~2,834,374~~	3,259,372	$	3,446,819
Trade accounts receivable	1,049,651	1,347,983
Marketable securities			8,001,647		6,953,906
Inventories	954,817	652,533
Trade accounts receivable			1,495,707		1,049,651
Prepaid expenses	17,560	17,905
Inventories			858,253		954,817
Loans and exchanges	7,055	8,942
Prepaid expenses			17,069		17,560
Accrued interest receivable	55,680	65,115
Loans and exchanges			4,820		7,055
Marketable securities	6,953,906	7,521,011
Accrued interest receivable			54,563		55,680
Total current assets	~~12,485,488~~	~~12,447,863~~	13,691,431		12,485,488
PROPERTY AND EQUIPMENT
Land	~~216,406~~	~~114,006~~	216,406		216,406
Building and improvements	~~935,176~~	~~578,553~~	980,398		935,176
Furniture and equipment	2,160,803	2,152,018
Machinery and equipment			2,158,957		2,160,803
Automobiles	~~43,268~~	~~43,268~~	43,268		43,268
Total property and equipment	~~3,355,653~~	~~2,887,845~~	3,399,029		3,355,653
Less accumulated depreciation	~~2,294,403~~	~~2,153,786~~	2,377,080		2,294,403
Net property and equipment	~~1,061,250~~	~~734,059~~	1,021,949		1,061,250
OTHER ASSETS
Deposits	~~22,671~~	~~29,621~~	2,837		22,671
Total assets	~~$ 13,569,409~~	$ ~~13,211,543~~	14,716,217	$	13,569,409

20-17-

Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these financial statements

LIABILITIES AND STOCKHOLDERS' EQUITY

	October 26, 2013	October 27, 2012
		November 1, 2014		October 26, 2013
CURRENT LIABILITIES
Accounts payable - trade	~~$ 90,563~~	$ ~~77,424~~	92,446	$	90,563
Accrued income taxes	~~54,950~~	~~33,350~~	20,313		54,950
Accrued salaries and wages	~~199,721~~	~~213,800~~	314,657		199,721
Accrued professional fees	~~96,540~~	~~98,879~~	38,357		96,540
Deferred income taxes	~~22,690~~	~~107,151~~	27,380		22,690
Other current liabilities	~~45,376~~	~~38,888~~	50,408		45,376
Total current liabilities	~~509,840~~	~~569,492~~	543,561		509,840
STOCKHOLDERS' EQUITY
Common capital stock -par value $0.25 per share -
authorized and issued 1,000,000 shares	~~250,000~~	~~250,000~~	250,000		250,000
Additional paid in capital	~~272,695~~	~~272,695~~	272,695		272,695
Retained earnings	~~12,641,792~~	~~12,202,801~~	13,755,871		12,641,792
Accumulated other comprehensive income:
Unrealized holding gain on marketable securities	~~82,300~~	~~103,773~~	81,308		82,300
Less treasury stock at cost - 224,415 shares	~~(187,218)~~	~~(187,218)~~	(187,218)		(187,218)
Total stockholders' equity	~~13,059,569~~	~~12,642,051~~	14,172,656		13,059,569
Total liabilities and stockholders' equity	~~$ 13,569,409~~	$ ~~13,211,543~~	14,716,217	$	13,569,409

21-18-

Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
The accompanying notes are an integral part of these financial statements

	Fiscal Year EndedOctober 26, 2013 (52 weeks)	Fiscal Year EndedOctober 27, 2012 (52 weeks)
		Fiscal Year EndedNovember 1, 2014(53 weeks)		Fiscal Year EndedOctober 26,2013(52 weeks)
NET SALES	~~$ 6,219,616~~	$ ~~6,686,782~~	7,073,463	$	6,219,616
COST OF SALES	~~3,953,317~~	~~4,662,974~~	4,610,755		3,953,317
Gross profit on sales	~~2,266,299~~	~~2,023,808~~	2,462,708		2,266,299
OPERATING EXPENSES
Sales and delivery	42,106	25,829
Sales & delivery			24,776		42,106
General and administrative	1,057,652	1,005,368
General & administrative			1,194,217		1,057,652
Total operating expenses	~~1,099,758~~	~~1,031,197~~	1,218,993		1,099,758
Operating income	~~1,166,541~~	~~992,611~~	1,243,715		1,166,541
OTHER INCOME	~~317,994~~	~~493,000~~	496,856		317,994
Income before taxes	~~1,484,535~~	~~1,485,611~~	1,740,571		1,484,535
FEDERAL AND STATE INCOME TAXES	~~541,414~~	~~546,971~~	626,492		541,414
Net income	~~943,121~~	~~938,640~~	1,114,079		943,121
OTHER COMPREHENSIVE INCOME
Unrealized holding (losses) gains on
Unrealized holding (losses) on
marketable securities, net of taxes	~~(21,473)~~	~~216,883~~	(992)		(21,473)
Comprehensive income	~~$ 921,648~~	$ ~~1,155,523~~	1,113,087	$	921,648
EARNINGS PER SHARE OF COMMON STOCK	$ 1.22	$ 1.21
EARNINGS PER SHARE OF
Weighted average number of shares	775,585	775,585
COMMON STOCK		$	1.44	$	1.22
Average shares of stock outstanding			775,585		775,585

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

	52 Weeks EndedOctober 26,2013		52 Weeks EndedOctober 27, 2012
	53 Weeks EndedNovember 1, 2014		52 Weeks EndedOctober 26, 2013
RETAINED EARNINGS - beginning of period	$	12,~~202~~641,~~801~~792	$	1112,~~264~~202,~~161~~801
Net income		~~943~~1,~~121~~114,079		~~938~~943,~~640~~121
		13,145,922		12,202,801
		13,755,871		13,145,922
Less: Dividends paid		~~504,130~~-0-		~~-0-~~504,130
RETAINED EARNINGS - end of period	$	1213,~~641~~755,~~792~~871	$	12,~~202~~641,~~801~~792

22-19-

Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
The accompanying notes are an integral part of these financial statements

	Common Stock	Paid-in Capital	Retained Earnings	AccumulatedOtherComprehensive Income	Treasury Cost	Total
		CommonStock				Paid-inCapital		RetainedEarnings		AccumulatedOtherComprehensiveIncome		TreasuryCost		Total
BALANCE OCTOBER 29, 2011	$ 250,000	$ 272,695	$ 11,264,161	$ (113,110)	$ (187,218)	$ 11,486,528
BALANCE OCTOBER 27, 2012		$	250,000			$	272,695	$	12,202,801	$	103,773	$	(187,218)	$	12,642,051
Net income for fiscal year
Net income for fiscal year ended October 26, 2013									943,121						943,121
ended October 27, 2012			938,640			938,640
Less: dividends paid									(504,130)						(504,130)
Unrealized holding (losses) on
Unrealized holding losses on securities arising during the period, net of tax of $14,316											(21,473)				(21,473)
securities arising during period
BALANCE OCTOBER 26, 2013		$	250,000			$	272,695	$	12,641,792	$	82,300	$	(187,218)	$	13,059,569
net of tax of $155,050				216,883		216,883
Net income for fiscal year ended November 1, 2014									1,114,079						1,114,079
BALANCE OCTOBER 27, 2012	250,000	272,695	12,202,801	103,773	(187,218)	12,642,051
Unrealized holding losses on securities arising during the period, net of tax of $14,316											(992)				(992)
Net income for fiscal year
BALANCE NOVEMBER 1, 2014		$	250,000			$	272,695	$	13,755,871	$	81,308	$	(187,218)	$	14,172,656
ended October 26,2013			943,121			943,121
Less: dividends paid			(504,130)			(504,130)
Unrealized holding losses on
securities arising during period
net of tax of $14,316				(21,473)		(21,473)
BALANCE OCTOBER 26, 2013	$ 250,000	$ 272,695	$ 12,641,792	$ 82,300	$ (187,218)	$ 13,059,569

23-20-

Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements

	Fiscal Year EndedOctober 26, 2013 (52 weeks)	Fiscal Year EndedOctober 27, 2012 (52 weeks)
		Fiscal Year EndedNovember 1, 2014(53 weeks)		Fiscal Year EndedOctober 26,2013(52 weeks)
CASH FLOWS FROM OPERATING ACTIVITIES
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	~~$ 943,121~~	$ ~~938,640~~	1,114,079	$	943,121
Adjustments to reconcile net income to net
cash provided by operating activities:
cash used by operating activities:
Depreciation	~~147,005~~	~~143,212~~	143,544		147,005
Loss (gain) on sale of securities	67,508	(77,830)
(Gain) loss on sale of securities			(92,728)		67,508
Deferred income taxes	~~(70,145)~~	~~(4,597)~~	5,350		(70,145)
Decrease (increase) in:
(Increase) decrease in:
Accounts receivable	~~298,332~~	~~(440,407)~~	(446,056)		298,332
Inventories	~~(302,284)~~	~~104,188~~	96,564		(302,284)
Prepaid expenses	~~345~~	~~6,110~~	491		345
Loans and exchanges	~~1,887~~	~~4,946~~	2,235		1,887
Accrued interest receivable	~~9,435~~	~~22,367~~	1,117		9,435
Increase (decrease) in:
Accounts payable	~~13,139~~	~~(21,860)~~	1,883		13,139
Accrued income taxes	~~21,600~~	~~(138,660)~~	(34,637)		21,600
Accrued salaries and wages	~~(14,079)~~	~~36,570~~	114,936		(14,079)
Accrued professional fees	~~(2,339)~~	~~12,954~~	(58,183)		(2,339)
Other current liabilities	~~6,488~~	~~35,694~~	5,032		6,488
Net cash provided by operating activities	~~1,120,013~~	~~621,327~~	853,627		1,120,013
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(474,196)	(60,317)
Purchases of fixed assets			(104,243)		(474,196)
Purchases of securities	~~(4,328,709)~~	~~(2,382,781)~~	(2,251,115)		(4,328,709)
Proceeds from sale of securities	~~4,792,517~~	~~2,931,440~~	1,291,497		4,792,517
Deposits	6,950	(26,784)
Return of security capital			2,954		-0-
Net cash (used) provided by investing activities	(3,438)	461,558
Deposits			19,833		6,950
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash (used) by investing activities			(1,041,074)		(3,438)
Dividends paid	(504,130)	-0-
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in cash	612,445	1,082,885
Dividends paid			-0-		(504,130)
Cash and cash equivalents at beginning of period	2,834,374	1,751,489
(Decrease) increase in cash			(187,447)		612,445
Cash and cash equivalents at end of period	$ 3,446,819	$ 2,834,374
Cash and cash equivalents at beginning of period			3,446,819		2,834,374
SUPPLEMENTAL DISCLOSURES:
Cash and cash equivalents at end of period		$	3,259,372	$	3,446,819
Income taxes paid	$ 589,959	$ 690,228
SUPPLEMENTAL DISCLOSURES:
Income taxes paid		$	655,779	$	589,959

24-21-

Opt-Sciences Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies

Principles of Consolidation The consolidated financial statements include the accounts of OPT-Sciences Corporation and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated. Comparable PeriodsThe years ended November 1, 2014 and October 26, 2013 represent fifty-three and fifty-two weeks respectively. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers certificates of deposit and debt securities purchased with a maturity of three months or less to be cash equivalents. Line of Business and Credit Concentration The Company, through its wholly owned subsidiary, is engaged in the business of applying anti-reflective, conductive and/or other coatings to the faceplates of instruments for aircraft cockpits. The Company grants credit to companies within the aerospace industry. Accounts Receivable Bad debts are charged to operations in the year in which the account is determined to be uncollectible. If the allowance method for doubtful accounts were used, it would not have a material effect on the financial statements. Inventories Raw materials are stated at the lower of average cost or market. Work in process and finished goods are stated at accumulated cost of raw material, labor and overhead, or market, whichever is lower. Market is net realizable value. Marketable Securities Marketable securities consist of debt and equity securities and mutual funds. Equity securities include both common and preferred stock. The Company's investment securities are classified as "available-for-sale". Accordingly, unrealized gains and losses and the related deferred income tax effects when material, are excluded from earnings and reported as a separate component of stockholders' equity as accumulated other comprehensive income. Realized gains or losses are computed based on specific identification of the securities sold.

25-22-

Opt-Sciences Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment Property and equipment are comprised of land, building and improvements, machinery and equipment, small tools, furniture and fixtures, office equipment and automobiles. These assets are recorded at cost.Depreciation for financial statement purposes is calculated over estimated useful lives of three to twenty-five years, using the straight-line method.Maintenance and repairs are charged to expense as incurred. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Employee Benefit Plans On October 1, 1998, the Company implemented a 401(k) profit sharing plan. All eligible employees of the Company are covered by the Plan. Company matching contributions are voluntary and at the discretion of the Board of Directors. Company contributions were $ 3033,~~846~~213 and $30,~~362~~846 for the years ended ~~October~~November 261, ~~2013~~2014 and October 2726, ~~2012~~2013, respectively. Earnings per Common Share Earnings per common share were computed by dividing net income by the weighted average number of common shares outstanding. Revenue Recognition The Company recognizes revenue from product sales ~~in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 605, Revenue Recognition~~ when products are shipped and risk of loss and title has passed to the customer. in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 605, Revenue Recognition. Consideration of Subsequent Events These financial statements were approved and authorized for issue by the Board of Directors on January 2326, ~~2014~~2015 and include review of subsequent events through that date.

26-23-

Opt-Sciences Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - Inventories

Inventories consisted of the following:
	October 26,2013		October 27, 2012
Raw materials and supplies	$	345,494	$	340,694
Work in progress		317,971		127,260
Finished goods		291,352		184,579
Total	$	954,817	$	652,533

Inventories consisted of the following:

	November 1, 2014		October 26,2013
Raw materials and supplies	$	441,138	$	345,494
Work in progress		285,138		317,971
Finished goods		131,977		291,352
Total	$	858,253	$	954,817

NOTE 3 - Marketable Securities

	AmortizedCost		GrossUnrealizedGains		GrossUnrealizedLosses			FairValue
	Amortized Cost		Gross UnrealizedGains		Gross UnrealizedLosses			Fair Value
November 1, 2014
Common stock	$	208,602	$	2,898	$	-0-		$	211,500
Preferred stock		2,656,848		77,176		-0-			2,734,024
Corporate notes		1,718,197		29,148		-0-			1,747,345
High yield bonds		2,050,481		37,746		-0-			2,088,227
Foreign debt securities		768,535		46,865		-0-			815,400
Mutual funds		463,470		-0-		(58,319)			405,151
Total	$	7,866,133	$	193,833	$	(58,319)		$	8,001,647
October 26, 2013
Common stock	$	128,389	$	27,170	$	-0-		$	155,559
Preferred stock		1,138,485		11,359		-0-			1,149,844
Corporate notes		1,783,334		34,458		-0-			1,817,792
High yield bonds		2,406,531		24,944		-0-			2,431,475
Foreign debt securities		~~786~~768,535		50,093		-0-			818,628
Mutual funds		591,466		-0-		(10,858)	)		580,608
Total	$	6,816,740	$	148,024	$	(10,858)	)	$	6,953,906
October 27, 2012
Common stock	$	28,578	$	5,225	$	-0-		$	33,803
Preferred stock		1,318,418		40,045		-0-			1,358,463
Corporate notes		2,469,827		116,905		-0-			2,586,732
Corporate bonds		288,195		12,383		-0-			300,578
High yield bonds		1,713,685		-0-		(30,361	)		1,683,324
Foreign debt securities		1,038,378		78,530		-0-			1,116,908
Mutual funds		490,975		-0-		(49,772	)		441,203
Total	$	7,348,056	$	253,088	$	(80,133	)	$	7,521,011

The following is a summary of maturities of debt securities available for sale as of ~~October~~November 261, ~~2013~~2014:

	Cost		Fair Market Value
	November 1, 2014		October 26, 2013
One Year and Under	$	523,695	$	514,285
One year and under	$	245,200	$	254,623
One to Five Years		2,589,371		2,631,254
One to five years		2,962,792		2,978,094
Five to Ten Years		1,590,834		1,668,656
Five to ten years		1,080,239		1,175,755
Over Ten Years		254,500		253,700
Over ten years		248,982		242,500
Total	$	4,~~958~~537,~~400~~213	$	54,~~067~~650,~~895~~972

Sales of securities available for sale during the years ended ~~October~~November 261, ~~2013~~2014 and October 2726, ~~2012~~2013 were as follows:

	2013		2012
	2014		2013
Proceeds from sales	$	41,~~792~~291,~~517~~497	$	24,~~931~~792,~~440~~517
Gross realized gains	$	72122,~~653~~222	$	~~147~~72,~~318~~653
Gross realized losses	$	~~142~~29,~~257~~494	$	69142,~~488~~257

27-24-

Opt-Sciences Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - Fair Value Measurements

Effective January 1, 2008, the Company adopted FASB ASC Topic 820, Fair Value Measurements and Disclosures, which, among other things, requires enhanced disclosures about assets and liabilities carried at fair value. FASB ASC Topic 820 establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. There are three broad levels defined by FASB ASC Topic 820 hierarchy. The Company only has assets and liabilities falling under level I, which quoted prices are available in active markets for identical assets or liabilities as of the reported date. See Note 3 above. The following table illustrates the classification of the Company's financial instruments within the fair value hierarchy:

			Fair Value at Reporting Date Using
	Total			Quoted Prices inActive Marketsfor IdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
November 1, 2014
Common stock	$	211,500		$	211,500	$	-0-	$	-0-
Preferred stock		2,734,024			2,734,024		-0-		-0-
Corporate notes		1,747,345			1,747,345		-0-		-0-
High yield bonds		2,088,227			2,088,227		-0-		-0-
Foreign debt securities		815,400			815,400		-0-		-0-
Mutual funds		405,151			405,151		-0-		-0-
Total	$	8,001,647		$	8,001,647	$	-0-	$	-0-
October 26, 2013
Common stock	$	155,559		$	155,559	$	-0-	$	-0-
Preferred stock		1,149,844			1,149,844		-0-		-0-
Corporate notes		1,817,792			1,817,792		-0-		-0-
High yield bonds		2,431,475			2,431,475		-0-		-0-
Foreign debt securities		818,628			818,628		-0-		-0-
Mutual funds		580,608			580,608		-0-		-0-
Total	$	6,953,906		$	6,953,906	$	-0-	$	-0-
October 27, 2012
Common stock	$	33,803		$	33,803	$	-0-	$	-0-
Preferred stock		1,358,463			1,358,463		-0-		-0-
Corporate notes		2,586,732			2,586,732		-0-		-0-
Corporate bonds		300,578			300,578		-0-		-0-
High yield bonds		1,683,324			1,683,324		-0-		-0-
Foreign debt securities		1,116,908			1,116,908		-0-		-0-
Mutual funds		441,203			441,203		-0-		-0-
Total	$	7,521,011		$	7,521,011	$	-0-	$	-0-

28-25-

Opt-Sciences Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - Income Taxes

The income tax expense of the Company consists of the following:
	2013			2012
Current tax expense:
Federal	$	478,239		$	432,233
State		133,320			119,335
Total		611,559			551,568
Deferred tax expense:
Federal		(59,659	)		(3,989	)
State		(10,486	)		(608	)
Total		(70,145	)		(4,597	)
Total Income tax effect:	$	541,414		$	546,971

The income tax expense of the Company consists of the following:

At October 26, 2013, the Company had a deferred tax asset of $78,296 and a deferred tax liability of $100,986, resulting in a net deferred tax liability of $22,690.At October 27, 2012, the Company had a deferred tax asset of $49,267 and a deferred tax liability of $156,418, resulting in a net deferred tax liability of $107,151.Deferred income taxes result from significant temporary differences between income for financial reporting purposes and taxable income. These differences arose principally from the use of accelerated tax depreciation and the carry forward of capital losses.At October 26, 2013, the Company had capital loss carry forwards of $182,082 expiring in 2014 through 2018. All of these losses are deemed to be usable before expiration.All tax returns from fiscal years 2010 to 2013 are subject to potential IRS audit.

	2014		2013
Current tax expense
Federal	$	476,940	$	478,239
State		144,202		133,320
Total		621,142		611,559
Deferred tax expense
Federal	$	2,471	$	(59,659)
State		2,879		(10,486)
Total		5,350		(70,145)
Income tax expense	$	626,492	$	541,414

At November 1, 2014, the Company had a deferred tax asset of $51,829 and a deferred tax liability of $79,209, resulting in a net deferred tax liability of $27,380.

At October 26, 2013, the Company had a deferred tax asset of $78,296 and a deferred tax liability of $100,986, resulting in a net deferred tax liability of $22,690.

Deferred income taxes result from temporary differences between income for financial reporting purposes and taxable income. These differences arose principally from the use of accelerated tax depreciation, accruals of vacation pay and the carry forward of capital losses.

At November 1, 2014, the Company had capital loss carry forwards of $72,903 expiring in 2015 through 2019. All of these losses are deemed to be usable before expiration.

All tax returns from fiscal years 2011 to 2014 are subject to potential IRS audit.

NOTE 6 - Major Customers

Two customers accounted for $23,~~898~~439,~~799~~339 of net sales during the year ended ~~October~~November 261, ~~2013~~2014. In addition, two other customers were actually subcontractors for, and received products manufactured for, one of the large customers. Total sales to these subcontractors were $~~779~~1,~~633~~141,382 during the year ended ~~October~~November 261, ~~2013~~2014. The amount due from all these customers, included in trade accounts receivable, was $~~814~~1,~~189~~129,651 on ~~October~~November 261, ~~2013~~2014. Two customers accounted for $42,~~369~~898,~~506~~797 of net sales during the year ended October 2726, ~~2012~~2013. In addition, two other customers were actually subcontractors for, and received products manufactured for, one of the large customers. Total sales to these subcontractors were $~~629~~779,~~815~~633 during the year ended October 2726, ~~2012~~2013. The amount due from all these customers, included in trade accounts receivable, was $~~687~~814,~~785~~189 on October 2726, ~~2012~~2013.

NOTE 7 - Concentration of Credit Risk of Financial Instruments

The Company has various demand and time deposits with financial institutions where the amount of the deposits exceeds the federal insurance limits of the institution on such deposits. The maximum amount of accounting loss that would be incurred if an individual or group that makes up the concentration of the deposits failed completely to perform according to the terms of the deposit was approximately $2,~~915~~714,~~600~~500 on ~~October~~November 261, ~~2013~~2014.

NOTE 8 - Related Party Transactions

During fiscal years ~~2013~~2014 and ~~2012~~2013, the Company incurred legal fees of $8795,~~500~~000 and $9087,~~000~~500, respectively to the firm of Kania, Lindner, Lasak and Feeney, of which Mr. Arthur Kania, a shareholder and director, is senior partner. Of the legal fees, $8729,~~500~~375 and $9087,~~000~~500 were included in accounts payable at ~~October~~November 261, ~~2013~~2014 and October 2726, ~~2012~~2013, respectively.

29-26-

Filing Compare · OPT SCIENCES CORP