##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                    to
 Commission file number 000  51481
 ELECTRO-OPTICAL SCIENCES, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    13-3986004(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)3 West Main Street, Suite 201Irvington, New York
    
    10533(Address of Principal Executive offices)
    
    (Zip Code)
 Registrants Telephone Number, including area code:
(914) 591-3783
  þ o
  o o þ
  o þ




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##### 



Electro-Optical Sciences, Inc.
Table of Contents
 PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCondensed Balance Sheets as of June 30, 2007 (unaudited) and December 31, 2006
    
    
    2Condensed Statements of Operations (unaudited) for the three and six months
ended June 30, 2007 and 2006
    
    
    3Condensed Statements of Cash Flows (unaudited) for the six months ended June
30, 2007 and 2006
    
    
    4Notes to Financial Statements (unaudited)
    
    
    5ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    12ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    22ITEM 4. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    22ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22ITEM 3. Defaults Upon Senior Securities
    
    
    22ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    23ITEM 5. Other Information
    
    
    23ITEM 6. Exhibits
    
    
    24SIGNATURES
    
    
    27EXHIBIT INDEX
    
    
    28EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION
  1




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ELECTRO-OPTICAL SCIENCES, INC.
CONDENSED BALANCE SHEETS
 June 30,
    
    
    December 31,2007
    
    
    2006(unaudited)
    
    
    *ASSETSCurrent Assets:Cash and cash equivalents (includes $12,000,000 in certificates of
deposit as of June 30, 2007 and December 31, 2006)
    
    $
    15,075,764
    
    
    $
    20,939,527Receivable from sale and licensing of discontinued operations
    
    
    500,000
    
    
    
    487,680Prepaid expenses and other current assets
    
    
    221,568
    
    
    
    343,634Total Current Assets
    
    
    15,797,332
    
    
    
    21,770,841Property and equipment, net
    
    
    662,396
    
    
    
    564,471Patents and trademarks, net
    
    
    128,947
    
    
    
    100,630Other assets
    
    
    39,758
    
    
    
    39,758Total Assets
    
    $
    16,628,433
    
    
    $
    22,475,700LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable (includes related parties of $53,987 as of
December 31, 2006)
    
    $
    408,490
    
    
    $
    641,036Accrued expenses (includes related parties of $34,527 as of
December 31, 2006)
    
    
    490,830
    
    
    
    504,670Other current liabilities
    
    
    11,427
    
    
    
    16,077Total Current Liabilities
    
    
    910,747
    
    
    
    1,161,783COMMITMENTS
AND CONTINGENCIES (Note 7)Stockholders EquityCommon stock  $.001 par value; authorized 30,000,000 shares;
issued and outstanding 13,401,704 shares at June 30, 2007 and
13,296,448 shares at December 31, 2006
    
    
    13,402
    
    
    
    13,296Additional paid-in capital
    
    
    53,019,283
    
    
    
    52,525,408Accumulated deficit
    
    
    (37,314,999
    )
    
    
    (31,224,787
    )Stockholders Equity
    
    
    15,717,686
    
    
    
    21,313,917Total Liabilities and Stockholders Equity
    
    $
    16,628,433
    
    
    $
    22,475,700
 
 *
    
    Derived from the audited balance sheet as of December 31, 2006  2




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ELECTRO-OPTICAL SCIENCES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
 Three months ended June 30,
    
    
    Six months ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Operating expenses:Research and development
    
    $
    1,885,691
    
    
    $
    2,020,643
    
    
    $
    3,839,059
    
    
    $
    4,005,876General and administrative
    
    
    1,439,172
    
    
    
    1,080,596
    
    
    
    2,750,362
    
    
    
    2,164,283Operating loss
    
    
    (3,324,863
    )
    
    
    (3,101,239
    )
    
    
    (6,589,421
    )
    
    
    (6,170,159
    )Interest income
    
    
    228,184
    
    
    
    173,489
    
    
    
    499,209
    
    
    
    353,541Net loss per common
share, basic and diluted:
    
    $
    (3,096,679
    )
    
    $
    (2,927,750
    )
    
    $
    (6,090,212
    )
    
    $
    (5,816,618
    )Basic and diluted
net loss per common share
    
    $
    (0.23
    )
    
    $
    (0.27
    )
    
    $
    (0.46
    )
    
    $
    (0.54
    )Basic and diluted
weighted average number
of common shares
outstanding
    
    
    13,398,814
    
    
    
    10,869,393
    
    
    
    13,384,141
    
    
    
    10,860,682
  3




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ELECTRO-OPTICAL SCIENCES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
 Six Months Ended June 30,2007
    
    
    2006Cash flows from operating activities:Net Loss
    
    $
    (6,090,212
    )
    
    $
    (5,816,618
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    104,241
    
    
    
    48,872Noncash compensation and amortization of deferred compensation
    
    
    239,751
    
    
    
    573,911Common stock options issued for consulting fees
    
    
    139,703Amortization of unearned interest income  discontinued operations
    
    
    (12,320
    )Changes in operating assets and liabilities:Decrease in prepaid expenses and other current assets
    
    
    122,066
    
    
    
    1,208Increase in other assets
    
    
    
    
    
    
    (6,146
    )(Decrease) increase in accounts payable and accrued expenses
    
    
    (246,386
    )
    
    
    7,527Decrease in other current liabilities
    
    
    (4,650
    )
    
    
    (5,082
    )Net cash used in operating activities
    
    
    (5,747,807
    )
    
    
    (5,196,328
    )Cash flows from investing activities:Patent costs
    
    
    (39,321
    )
    
    
    (10,377
    )Purchases of property and equipment
    
    
    (191,162
    )
    
    
    (315,930
    )Purchase of marketable securities
    
    
    
    
    
    
    (6,483,335
    )Net cash used in investing activities
    
    
    (230,483
    )
    
    
    (6,809,642
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    114,527
    
    
    
    37,650Net cash provided by financing activities
    
    
    114,527
    
    
    
    37,650Net decrease in cash and cash equivalents
    
    
    (5,863,763
    )
    
    
    (11,968,320
    )Cash and cash equivalents at beginning of period
    
    
    20,939,527
    
    
    
    18,505,030Cash and cash equivalents at end of period
    
    $
    15,075,764
    
    
    $
    6,536,710
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ELECTRO-OPTICAL SCIENCES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)
(unaudited)
 1. ORGANIZATION AND BASIS OF PRESENTATION
 ® ® ® ®
 ® ® ® ® ® ®
 ® ®
   5




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2. USE OF ESTIMATES
  3. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
  4. RECENT ACCOUNTING DEVELOPMENTS
   5. NET LOSS PER COMMON SHARE
  6




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June 30,2007
    
    
    2006Common stock options
    
    
    1,674,326
    
    
    
    1,651,705Warrants
    
    
    626,845
    
    
    
    298,280Total
    
    
    2,301,171
    
    
    
    1,949,985
 6. STOCK-BASED COMPENSATION
       For the six Months
    
    For the six MonthsEnded June 30, 2007
    
    Ended June 30, 2006Expected life
    
    5 years
    
    5 yearsExpected volatility
    
    
    60
    %
    
    
    60
    %Risk-free interest rate
    
    
    4.54-5.02
    %
    
    
    5.15
    %Dividend Yield
    
    
    0
    %
    
    
    0
    %
   7




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WeightedWeighted
    
    AverageAverage
    
    RemainingExercise
    
    Contractual
    
    AggregateNumber of
    
    Price per
    
    Term in
    
    IntrinsicShares
    
    Share
    
    Years
    
    ValueOutstanding at December 31, 2006
    
    
    1,689,412
    
    
    $
    2.88
    
    
    
    4.2
    
    
    $
    7,331Granted
    
    
    106,316
    
    
    
    4.82
    
    
    
    4.5Exercised
    
    
    (105,256
    )
    
    
    1.09Forfeited or expired
    
    
    (16,146
    )
    
    
    6.82Outstanding at June 30, 2007
    
    
    1,674,326
    
    
    
    3.08
    
    
    
    3.9
    
    
    $
    6,262Vested and exercisable at June 30, 2007
    
    
    576,901
    
    
    
    3.31
    
    
    
    3.8
    
    
    $
    1,992
 Options OutstandingWeighted-
    
    
    
    
    
    Options ExercisableAverage
    
    Weighted
    
    
    
    
    
    Weighted-Remaining
    
    Average
    
    
    
    
    
    AverageNumber
    
    Contractual
    
    Exercise
    
    Number
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    Life
    
    Price
    
    Exercisable
    
    Price$.01-$.46
    
    
    818,115
    
    
    2.2 years
    
    $
    .46
    
    
    
    171,753
    
    
    $
    .46$.47-$1.00
    
    
    119,648
    
    
    4.6 years
    
    $
    1.00
    
    
    
    119,648
    
    
    $
    1.00$1.01-$7.75
    
    
    736,563
    
    
    4.1 years
    
    $
    6.32
    
    
    
    285,500
    
    
    $
    5.99$.01-$7.75
    
    
    1,674,326
    
    
    3.9 years
    
    $
    3.08
    
    
    
    576,901
    
    
    $
    3.31
  ® ® ®
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7. COMMITMENTS AND CONTINGENCIES
   2007
    
    2008
    
    2009
    
    2010$125
    
    $253
    
    $188
    
    $105
  ®
 ® ® ®
   8. PRIVATE PLACEMENT
  9




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9. WARRANTS
    10. RELATED PARTY CONSULTING AGREEMENTS
  Consulting Agreement with Breaux Castleman
 ®
 Consulting Agreement with Marek Elbaum, Ph.D.
  Consulting Agreement with Robert Friedman, M.D.
 ®
  10




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Consulting Agreement with Gerald Wagner, Ph.D.
 ®
  11. SALE AND LICENSING OF DISCONTINUED OPERATIONS
 ® ® ® ® ®
 12. SUBSEQUENT EVENT
   11




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ELECTRO-OPTICAL SCIENCES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Overview
 ® ® ® ® ® ® ®
  ®
 ®
  12




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®
  ® ® ® ® ®
 ® ® ®
 Critical Accounting Policies and Significant Judgments and Estimates
   Revenue Recognition
  Stock-Based Compensation and Deferred Compensation
 Share-Based Payment Accounting for Stock
Issued to Employees
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Accounting for Stock-Based Compensation
  Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services.
 Accrued Expenses
  
    
    professional service fees;
    
    contract clinical service fees;
    
    fees paid to contract manufacturers in conjunction with the production of clinical components
or materials; and
    
    fees paid to third party data collection organizations and investigators in conjunction with
the clinical trials.
  Results of Operations (in thousands)
 ® ® ®
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Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006
 Research and Development Expense
  General and Administrative Expense
 ®
 Six
Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006
 Research and Development Expense
  General and Administrative Expense
 ®
 Interest Income/Expense
  Liquidity and Capital Resources
  15




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Cash Flows from Operating Activities
  Cash Flows from Investing Activities
 ®
 Cash Flows from Financing Activities
  Operating Capital and Capital Expenditure Requirements
 ® ® ® ® ®
 ®
 ®
 
    
    The schedule, costs, and results of our clinical
trials;
    
    The success of our research and development efforts;
    
    The costs and timing of regulatory approval;
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
    
    Reimbursement amounts for the use of MelaFind®
that we are able to obtain from Medicare and third party payers, or the
amount of direct payments we are able to obtain from patients and/or
physicians utilizing MelaFind®;
    
    The cost of commercialization activities, including product marketing
and building a domestic direct sales force;
    
    The emergence of competing or complementary technological
developments;
    
    The costs of filing, prosecuting, defending and enforcing any patent
claims and other rights, including litigation costs and the results of such
litigation;
    
    The costs involved in defending any patent infringement actions
brought against us by third parties; and
    
    Our ability to establish and maintain any collaborative, licensing or
other arrangements, and the terms and timing of any such arrangements.
 Contractual Obligations
  Less than
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    1 year
    
    1-3 years
    
    4-5 years
    
    5 yearsOperating leases
    
    $
    724
    
    
    $
    271
    
    
    $
    405
    
    
    $
    48
    
    
    
    
   Related Party Transactions
 ®
    17




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Off-Balance Sheet Arrangements
  Recently Adopted Accounting Pronouncements
  Recent Accounting Developments
   18




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Risk Factors
 Our business and operations entail a variety of serious risks and uncertainties, including those
described in Item 1A of our Form 10-K for the year ended December 31, 2006. In addition, the
following risk factors have changed during the six months ended June 30, 2007:
 We have incurred losses for a number of years, and anticipate that we will incur continued losses
for the foreseeable future.
 ® ® ®
 We may be unable to complete the development and commence commercialization of MelaFind®  or other products without additional funding, and we will not be able to achieve
significant commercialization without additional funding.
 ® ® ® ®
 
    
    the schedule, costs, and results of our clinical trials;
    
    the success of our research and development efforts;
    
    the costs and timing of regulatory approval;
    
    reimbursement amounts for the use of MelaFind® that we are able to obtain from Medicare and third-party payers, or the amount of direct payments we are able to obtain from patients and/or physicians utilizing MelaFind®;
    
    the cost of commercialization activities, including product marketing and building a domestic direct sales force;
    
    the emergence of competing or complementary technological developments;
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
    
    the costs of filing, prosecuting, defending and enforcing any patent claims and other rights, including litigation costs and the results of such litigation;
    
    the costs involved in defending any patent infringement actions brought against us by third parties; and
    
    our ability to establish and maintain any collaborative, licensing or other arrangements, and the terms and timing of any such arrangements.
   Our stock price is likely to be volatile, meaning purchasers of our common stock could incur
substantial losses.
  
    
    results of our research and development efforts and our clinical trials;
    
    the timing of regulatory approval for our products;
    
    failure of any of our products, if approved, to achieve commercial success;
    
    the announcement of new products or product enhancements by us or our competitors;
    
    regulatory developments in the US and foreign countries;
    
    ability to manufacture our products to commercial standards;
    
    developments concerning our clinical collaborators, suppliers or marketing partners;
    
    changes in financial estimates or recommendations by securities analysts;
    
    public concern over our products;
    
    developments or disputes concerning patents or other intellectual property rights;
    
    product liability claims and litigation against us or our competitors;
    
    the departure of key personnel;
    
    the strength of our balance sheet;
    
    variations in our financial results or those of companies that are perceived to be similar to us;
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
    
    changes in the structure of and third-party reimbursement in the US and other countries;
    
    changes in accounting principles or practices;
    
    general economic, industry and market conditions; and
    
    future sales of our common stock.
  If our directors, executive officers, and principal stockholders choose to act together, they may
have the ability to influence all matters submitted to stockholders for approval.
  If we fail to maintain the adequacy of our internal controls, our ability to provide accurate
financial statements could be impaired and any failure to maintain our internal controls and
provide accurate financial statements could cause our stock price to decrease substantially.
  21




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ITEM 3.
 Quantitative and Qualitative Disclosures about Market Risk
  
 ITEM 4.
 Controls and Procedures
 Evaluation of disclosure controls and procedures
  Change in internal control over financial reporting
  Limitations on the effectiveness of controls
  ITEM 4T. Controls and Procedures
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  22




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Item 4. Submission of Matters to a Vote of Security Holders.
    Proposal 1
    
    Shares For
    
    Shares WithheldElection of DirectorsJoseph V. Gulfo, MD
    
    
    10,596,494
    
    
    
    65,175Breaux Castleman
    
    
    10,036,919
    
    
    
    624,750Sidney Braginsky
    
    
    10,614,924
    
    
    
    46,745Gorge C. Chryssis
    
    
    10,614,784
    
    
    
    46,885Martin D. Cleary
    
    
    10,614,751
    
    
    
    46,918Dan W. Lufkin
    
    
    10,614,924
    
    
    
    46,745Gerald Wagner, Ph.D.
    
    
    10,414,703
    
    
    
    246,966
 Proposal 2
    
    Shares For
    
    Shares Against
    
    Shares AbstainingRatification of Eisner LLP
    
    
    10,613,642
    
    
    
    46,466
    
    
    
    1,561Proposal 3
    
    Shares For
    
    Shares Against
    
    Shares AbstainingAmend 2003 Stock Incentive
Plan
    
    
    6,947,803
    
    
    
    1,236,574
    
    
    
    177,976Proposal 4
    
    Shares For
    
    Shares Against
    
    Shares AbstainingAmend 2005 Stock Incentive
Plan
    
    
    7,940,799
    
    
    
    246,626
    
    
    
    174,748
 
 Item 5. Other Information.
   23




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Item 6. Exhibits
 ExhibitNumber
    
    Exhibit Title3.1
    
    Fourth Amended and Restated Certificate of Incorporation of the Registrant.(1)3.2
    
    Third Amended and Restated Bylaws of the Registrant.(2)4.1
    
    Specimen Stock Certificate.(2)4.2
    
    Second Amended and Restated Investors Rights Agreement dated as of October 26, 2004 by
and among the Registrant and the parties listed therein.(3)4.3
    
    Form of Warrant.(7)4.4
    
    Form of Warrant.(13)10.1*
    
    Form of Indemnification Agreement for directors and executive officers.(2)10.2*
    
    1996 Stock Option Plan.(3)10.3*
    
    2003 Stock Incentive Plan, as amended.(3)10.4*
    
    2005 Stock Incentive Plan.(2)10.5*
    
    Employment Agreement dated as of January 5, 2004 between the Registrant and Joseph V.
Gulfo.(3)10.6
    
    Consulting Agreement dated as of May 31, 2005 between the Registrant and Marek Elbaum.(3)10.7
    
    Lease Agreement dated as of December 16, 1998, by and between the Registrant and Bridge
Street Properties LLC, for office space located at One Bridge Street, Irvington, New
York.(3)10.8
    
    First Amendment to the Lease Agreement dated as of May 17, 2001 by and between the
Registrant and Bridge Street Properties LLC.(3)10.9
    
    Second Amendment to the Lease Agreement dated as of June 19, 2003 by and between the
Registrant and Bridge Street Properties LLC.(3)10.10
    
    Lease Agreement dated as of November 23, 2004, by and between the Registrant and Bridge
Street Properties LLC, for office space located at 3 West Main Street, Irvington, New
York.(3)10.11*
    
    Consulting Agreement dated as of June 1, 2005 between the Registrant and Gerald Wagner
Consulting, LLC.(1)10.12*
    
    Consulting Agreement dated as of June 20, 2003 between the Registrant and Breaux
Castleman, as amended.(1)10.13
    
    Consulting Agreement dated as of June 1, 2005 between the Registrant and Robert Friedman,
M.D.(1)10.14
    
    Task Order Agreement dated as of July 13, 2005 between the Registrant and Battelle
Memorial Institute.(2)
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ExhibitNumber
    
    Exhibit Title10.15
    
    Third Amendment dated as of June 6, 2005, by and between the Registrant and Bridge Street
Properties LLC, for office space located at 1 Bridge Street, Irvington, New York.(1)10.16
    
    Production Agreement between the Registrant and ASKION GmbH dated as of January 25,
2006.(4)10.17*
    
    Amended and Restated Consulting Agreement effective as of April 1, 2006 between the
Registrant and Gerald Wagner Consulting LLC.(11)10.18*
    
    Resignation Agreement, dated April 24, 2006, between the Registrant and Karen Krumeich.(5)10.19*
    
    Employment Offer Letter, dated April 24, 2006, between the Registrant and Richard I.
Steinhart.(5)10.20*
    
    Employment Offer Letter, dated May 30, 2006, between the Registrant and Christiano S.
Butler.(6)10.21
    
    Securities Purchase Agreement among the Registrant and the purchasers identified on the
signature pages thereto, dated as of October 31, 2006.(8)10.22
    
    Securities Purchase Agreement among the Registrant and the purchasers identified on the
signature pages thereto, dated as of October 31, 2006.(8)10.23
    
    Registration Rights Agreement among the Registrant and the purchasers identified on the
signature pages thereto, dated as of October 31, 2006.(8)10.24
    
    Placement Agency Agreement by and between the Registrant and Jefferies & Company, Inc.,
dated as of October 31, 2006.(7)10.25
    
    Licensing Agreement between the Registrant and KaVo Dental GmbH, dated as of December 5,
2006.(9)10.26*
    
    Amendment No. 1 to Amended and Restated Consulting Agreement dated as of January 30, 2007
by and among the Registrant, Gerald Wagner and Gerald Wagner Consulting LLC. (10)10.27
    
    Research and Feasibility Agreement between the Registrant and LOreal S.A. dated as of
March 26, 2007. (12)10.28
    
    Securities Purchase Agreement among the Registrant and the purchasers identified on the
signature pages thereto, dated as of July 31, 2007.(13)10.29
    
    Registration Rights Agreement among the Registrant and the purchasers identified on the
signature pages thereto, dated as of July 31, 2007.(13)
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ExhibitNumber
    
    Exhibit Title31.1#
    
    Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2#
    
    Certification of 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.
 
 *
    
    Indicates management compensatory plan, contract or arrangement(1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1, as amended (File No.
 333-125517), as filed on July 15, 2005.(2)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1, as amended (File No.
 333-125517), as filed on August 8, 2005.(3)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1, as amended (File No.
 333-125517), as filed on June 3, 2005.(4)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on January 31, 2006.(5)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on April 27, 2006.(6)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on June 2, 2006.(7)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on November 1, 2006.(8)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on November 8, 2006.(9)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on December 11, 2006.(10)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on January 31, 2007.(11)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 29, 2006.(12)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on March 28, 2007.(13)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on August 1, 2007.#
    
    Filed herewith. 26




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##### Table of Contents



SIGNATURES
  ELECTRO-OPTICAL SCIENCES, INC.By:
    /s/ Richard I. SteinhartRichard I. SteinhartVice President and Chief Financial Officer
(Principal Accounting and Financial Officer)  27




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    Certification by the Chief Executive Officer pursuant to
Rule 13a-14(a) under the Securities Exchange Act of 193431.2
    
    Certification by the Chief Financial Officer pursuant to
Rule 13a-14(a) under the Securities Exchange Act of 193432.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
 28