PART
I
Optigenex
Inc. is referred to as “we”, “our” or “us”
EXPLANATORY
NOTE
Form
10-KSB/A
Amendment
#2
On
May
16, 2008, we filed our Form 10-KSB for the year ended December 31, 2007.
On July
31, 2008, we received a comment letter from the Securities and Exchange
Commission’s Division of Corporation Finance (“the SEC”) regarding our internal
control over financial reporting. On September 10, 2008, we filed Amendment
Number 1 to our Form 10-KSB. On September 19, 2008, we received another
comment
letter from the SEC pertaining to the revised disclosure of our internal
control
over financial reporting in Amendment Number 1. As a result of this second
comment letter, we reassessed our internal control over financial reporting,
specifically as to the matters contained below in Section 1, and filed
this
Amendment Number 2 to Form 10-KSB to amend the Company’s Annual Report on Form
10-KSB for the year ended December 31, 2007. Our reassessment is based
on: (a)
our misinterpretation of the matters addressed in July 31, 2008 comment
letter
and conducting a reassessment based on the September 19, 2008 comment letter;
(b) consultation with our legal counsel; (c) consultation with our independent
registered public accounting firm; and (d) our review of: (i) “Internal Control
over Financial Reporting - Guidance for Smaller Public Companies published
by
the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”);
(ii) Internal Control over Financial Reporting - Guidance for Smaller Public
Companies published by COSO; and (iii) various SEC releases and SEC
interpretative guidance regarding internal control over financial
reporting.
This
Amendment Number 2 to our Form 10-KSB amends Item 8A of Part II of Form
10-KSB
and the Principal Executive Officer and Principal Financial Officer
Certifications under Item 601(b)(31) of Regulation S-B (the “Amended Items”). In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”), the amended items have been amended and restated
in their entirety. No attempt has been made in this Amendment Number 2
to our
Form 10-KSB to modify or update other disclosures as presented in the original
Form 10-KSB.
Item
8A. Controls and Procedures
Section
1
Evaluation
of Disclosure Controls and Procedures:
We
maintain disclosure controls and procedures, as defined in Rules 13a-15(e)
and
15d-15(e) under the Exchange Act that are designed to insure that information
required to be disclosed in the reports we file or submit under the Exchange
Act
is recorded, processed, summarized and reported within the periods specified
in
the Securities and Exchange Commission’s rules and forms and that such
information is accumulated and communicated to our management, including
our
Chief Executive Officer/Chief Financial Officer, or the persons performing
similar functions, to allow timely decisions regarding required
disclosure.
Under
the
supervision and participation of our Chief Executive Officer/Chief Financial
Officer, or the persons performing similar functions, our management has
evaluated the effectiveness of our disclosure controls and procedures as
of the
end of the period covered by this annual report. Based on that evaluation,
our
Chief Executive Officer/Chief Financial Officer, or the persons performing
similar functions, concluded that our disclosure controls and procedures
were
ineffective as of December 31, 2007. The fact that we filed our Form 10-KSB
30
days late was attributable to having ineffective disclosure controls and
procedures.
We
have
taken the following initial steps and will continue to take more steps
to
strengthen our disclosure controls and procedures, in order to evaluate
and
remedy the deficiencies and to test these procedures and controls on an
ongoing
basis.
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1.
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We
are seeking to hire a Chief Financial Officer, or an employee
who will
perform the functions of a Chief Financial Officer, who will
strengthen
our disclosure controls and procedures by implementing procedures
that
enhance the recording, processing, summarizing and reporting
of the
information which we are required to file within the time periods
specified in the Commission’s rules and forms. This individual will also
be responsible for simplifying certain accounting procedures
and arrange
for the training of any additional accounting personnel that
we may hire
in the future, which will be beneficial to strengthening our
disclosure
controls, expand our documentation of accounting transactions
and related
reviews, improve the timeliness and quality of financial reports
to
management, and improve the communication between our accounting/finance
department and all sectors of our business;
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2.
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We
will increase our use of outside advisors to improve our quality
of
disclosure.
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Section
2
Management’s
Annual Report on Internal Control over Financial
Reporting:
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting
is the process designed by and under the supervision of our Chief Executive
Officer/Chief Financial Officer, or the persons performing similar functions,
to
provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our financial statements for external
reporting
in accordance with accounting principles generally accepted in the United
States
of America. Management has evaluated the effectiveness of our internal
control
over financial reporting using the criteria set forth by the Committee
of
Sponsoring Organizations of the Treadway Commission (COSO) in
Internal
Control over Financial Reporting - Guidance for Smaller Public
Companies
.
Under
the
supervision and with the participation of our Chief Executive Officer/Chief
Financial Officer. or the persons performing similar functions, our management
has assessed the effectiveness of our internal control over financial reporting
as of December 31, 2007 and concluded that it is 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 temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.
Evaluation
of Changes in Internal Control over Financial Reporting:
Under
the
supervision and with the participation of our Chief Executive Officer/Chief
Financial Officer, or those persons performing similar functions, our management
has evaluated changes in our internal controls over financial reporting
that
occurred during the fourth quarter of 2007. Based on that evaluation, our
Chief
Executive Officer/Chief Financial Officer, or those persons performing
similar
functions, did not identify any change in our internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Important
Considerations:
The
effectiveness of our disclosure controls and procedures and our internal
control
over financial reporting is subject to various inherent limitations, including
cost limitations, judgments used in decision making, assumptions about
the
likelihood of future events, the soundness of our systems, the possibility
of
human error, and the risk of fraud. Moreover, projections of any evaluation
of
effectiveness to future periods are subject to the risk that controls may
become
inadequate because of changes in conditions and the risk that
the
degree of compliance with policies or procedures may deteriorate over time.
Because of these limitations, there can be no assurance that any system
of
disclosure controls and procedures or internal control over financial reporting
will be successful in preventing all errors or fraud or in making all material
information known in a timely manner to the appropriate levels of
management.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
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OPTIGENEX
INC.
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/s/
Daniel Zwiren
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Daniel
Zwiren
Chief
Executive Officer
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Dated:
October 14, 2008
In
accordance with the Exchange Act, this report has been signed below by
the
following persons on behalf of the registrant and in the capacities and
on the
dates indicated.
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Signature
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Title
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Date
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/s/ Daniel
Zwiren
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Chairman
of the Board
Chief
Executive Officer (Principal Executive Officer)
Chief
Financial Officer (Principal Accounting Officer)
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October
14, 2008
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Daniel
Zwiren
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