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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 September 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 September 30, 2007 (unaudited) and December 31, 2006
    
    
    2Condensed Statements of Operations (unaudited) for the three and nine months ended
September 30, 2007 and 2006
    
    
    3Condensed Statements of Cash Flows (unaudited) for the nine months ended September
30, 2007 and 2006
    
    
    4Notes to Financial Statements (unaudited)
    
    
    5ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    14ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    27ITEM 4. Controls and Procedures
    
    
    27PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    27ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27ITEM 3. Defaults Upon Senior Securities
    
    
    28ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    28ITEM 5. Other Information
    
    
    28ITEM 6. Exhibits
    
    
    29SIGNATURES
    
    
    32EXHIBIT INDEX
    
    
    33EX-10.30: FIFTH AMENDMENT DATED AUGUST 24, 2007EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION
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ELECTRO-OPTICAL SCIENCES, INC.
 
 CONDENSED BALANCE SHEETS
 September 30,
    
    
    December 31,2007
    
    
    2006(unaudited)
    
    
    *ASSETSCurrent Assets:Cash and cash equivalents (includes $19,000,000 and $12,000,000 in
certificates of deposit as of September 30, 2007 and December 31,
2006 respectively)
    
    $
    23,272,158
    
    
    $
    20,939,527Marketable securities
    
    
    392,800Receivable from sale and licensing of discontinued operations
    
    
    
    
    
    
    487,680Prepaid expenses and other current assets
    
    
    300,360
    
    
    
    343,634Total Current Assets
    
    
    23,965,318
    
    
    
    21,770,841Property and equipment, net
    
    
    638,522
    
    
    
    564,471Patents and trademarks, net
    
    
    123,202
    
    
    
    100,630Other assets
    
    
    45,276
    
    
    
    39,758Total Assets
    
    $
    24,772,318
    
    
    $
    22,475,700LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable (includes related parties of $53,987 as of
December 31, 2006)
    
    $
    426,776
    
    
    $
    641,036Accrued expenses (includes related parties of $34,527 as of
December 31, 2006)
    
    
    499,694
    
    
    
    504,670Other current liabilities
    
    
    12,293
    
    
    
    16,077Total Current Liabilities
    
    
    938,763
    
    
    
    1,161,783COMMITMENTS AND CONTINGENCIES (Note 9)Stockholders EquityCommon stock  $.001 par value; authorized 30,000,000 shares;
issued and outstanding 15,401,882 shares at September 30, 2007 and
13,296,448 shares at December 31, 2006
    
    
    15,402
    
    
    
    13,296Additional paid-in capital
    
    
    63,848,909
    
    
    
    52,525,408Other comprehensive loss
    
    
    (6,756
    )Accumulated deficit
    
    
    (40,024,000
    )
    
    
    (31,224,787
    )Stockholders Equity
    
    
    23,833,555
    
    
    
    21,313,917Total Liabilities and Stockholders Equity
    
    $
    24,772,318
    
    
    $
    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 September 30,
    
    
    Nine Months Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Operating expenses:Research and development
    
    $
    1,810,866
    
    
    $
    1,647,892
    
    
    $
    5,649,925
    
    
    $
    5,653,768General and administrative
    
    
    1,217,993
    
    
    
    928,861
    
    
    
    3,968,355
    
    
    
    3,093,144Operating loss
    
    
    (3,028,859
    )
    
    
    (2,576,753
    )
    
    
    (9,618,280
    )
    
    
    (8,746,912
    )Interest income
    
    
    279,523
    
    
    
    151,543
    
    
    
    778,732
    
    
    
    505,084Other income
    
    
    40,335
    
    
    
    
    
    
    
    40,335Net loss
    
    $
    (2,709,001
    )
    
    $
    (2,425,210
    )
    
    $
    (8,799,213
    )
    
    $
    (8,241,828
    )Basic and diluted net
loss per common share
    
    $
    (0.18
    )
    
    $
    (0.22
    )
    
    $
    (0.64
    )
    
    $
    (0.76
    )Basic and diluted
weighted average number
of common shares
outstanding
    
    
    14,684,427
    
    
    
    10,938,732
    
    
    
    13,822,333
    
    
    
    10,886,985
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ELECTRO-OPTICAL SCIENCES, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (unaudited)
 Nine Months Ended September 30,2007
    
    
    2006Cash flows from operating activities:Net Loss
    
    $
    (8,799,213
    )
    
    $
    (8,241,828
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    163,198
    
    
    
    88,025Noncash compensation and amortization of deferred compensation
    
    
    489,923
    
    
    
    778,119Amortization of discount on marketable securities
    
    
    (56
    )Amortization of unearned interest income  discontinued operations
    
    
    (12,320
    )Changes in operating assets and liabilities:Decrease in prepaid expenses and other current assets
    
    
    43,274
    
    
    
    113,383Increase in other assets
    
    
    (5,518
    )
    
    
    (6,146
    )Decrease in accounts payable and accrued expenses
    
    
    (219,236
    )
    
    
    (223,529
    )Decrease in other current liabilities
    
    
    (3,784
    )
    
    
    (3,125
    )Net cash used in operating activities
    
    
    (8,343,732
    )
    
    
    (7,495,101
    )Cash flows from investing activities:Patent costs
    
    
    (39,321
    )
    
    
    (30,637
    )Purchases of property and equipment
    
    
    (220,500
    )
    
    
    (450,783
    )Purchase of marketable securities
    
    
    (399,500
    )
    
    
    (998,571
    )Proceeds from sale of discontinued operations
    
    
    500,000Net cash used in investing activities
    
    
    (159,321
    )
    
    
    (1,479,991
    )Cash flows from financing activities:Proceeds from private placement financing
    
    
    11,501,023Expenses related to private placement financing
    
    
    (779,866
    )Proceeds from exercise of stock options
    
    
    114,527
    
    
    
    68,930Net cash provided by financing activities
    
    
    10,835,684
    
    
    
    68,930Net increase (decrease) in cash and cash equivalents
    
    
    2,332,631
    
    
    
    (8,906,162
    )Cash and cash equivalents at beginning of period
    
    
    20,939,527
    
    
    
    18,505,030Cash and cash equivalents at end of period
    
    $
    23,272,158
    
    
    $
    9,598,868Supplemental Schedule of Noncash Investing and Financing ActivitiesUnrealized loss on marketable securities
    
    $
    6,756
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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
 ® ® ® ®
 ® ® ® ® ® ®
 ® ®
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2. MARKETABLE SECURITIES
  September 30, 2007UnrealizedFair Value
    
    
    Gain (Loss)Corporate debt securities
    
    $
    393
    
    
    $
    (7
    )
  3. COMPREHENSIVE LOSS
  4. USE OF ESTIMATES
  5. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
  6. RECENT ACCOUNTING DEVELOPMENTS
  6




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7. NET LOSS PER COMMON SHARE
  September 30,2007
    
    2006Common stock options
    
    
    1,776,418
    
    
    
    1,571,934Warrants
    
    
    1,126,886
    
    
    
    285,835Total
    
    
    2,903,304
    
    
    
    1,857,769
 8. STOCK-BASED COMPENSATION
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For the Nine Months
    
    

    
    For the Nine MonthsEnded September 30, 2007
    
    
    

    Ended September 30, 2006Expected life
    
    5 years
    
    
    
    5 yearsExpected volatility
    
    60%
    
    
    
    
    60
    %Risk-free interest rate
    
    4.51  5.02%
    
    
    
    
    5.04
    %Dividend Yield
    

0%
    
    
    
    
    0
    %
    8




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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
    
    
    210,491
    
    
    
    2.66
    
    
    
    4.0Exercised
    
    
    (105,256
    )
    
    
    1.09Forfeited or expired
    
    
    (18,229
    )
    
    
    6.82Outstanding at September 30, 2007
    
    
    1,776,418
    
    
    
    2.92
    
    
    
    3.6
    
    
    $
    5,290Vested and exercisable at September 30, 2007
    
    
    574,901
    
    
    
    3.29
    
    
    
    3.6
    
    
    $
    1,435
 Options OutstandingWeighted-
    
    
    
    
    
    Options ExercisableAverage
    
    Weighted
    
    
    
    
    
    Weighted-Remaining
    
    Average
    
    
    
    
    
    AverageNumber
    
    Contractual
    
    Exercise
    
    Number
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    Life
    
    Price
    
    Exercisable
    
    Price$.01$.46
    
    
    922,207
    
    
    1.9 years
    
    $
    .46
    
    
    
    171,753
    
    
    $
    .46$.47$1.00
    
    
    119,648
    
    
    4.6 years
    
    $
    1.00
    
    
    
    119,648
    
    
    $
    1.00$1.01$7.75
    
    
    734,563
    
    
    3.8 years
    
    $
    6.32
    
    
    
    283,500
    
    
    $
    5.98$.01$7.75
    
    
    1,776,418
    
    
    3.6 years
    
    $
    2.92
    
    
    
    574,901
    
    
    $
    3.29
  ® ® ®
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9. COMMITMENTS AND CONTINGENCIES
   2007
    
    2008
    
    2009
    
    2010
    
    2011$79
    
    $
    320
    
    
    $
    256
    
    
    $
    186
    
    
    $
    16
  ®
 ® ® ®
   10. PRIVATE PLACEMENTS
  10




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11. WARRANTS
      12. RELATED PARTY CONSULTING AGREEMENTS
  Consulting Agreement with Breaux Castleman
 ®
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Consulting Agreement with Marek Elbaum, Ph.D.
  Consulting Agreement with Robert Friedman, M.D.
 ®
  Consulting Agreement with Gerald Wagner, Ph.D.
 ®
  13. SALE AND LICENSING OF DISCONTINUED OPERATIONS
 ® ® ®
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® ®
 13




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ELECTRO-OPTICAL SCIENCES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Overview
 ® ® ® ® ® ® ®
  ®
 ®
 14




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®
  ® ® ® ® ®
 ® ® ®
 Critical Accounting Policies and Significant Judgments and Estimates
  15




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Revenue Recognition
  Stock-Based Compensation and Deferred Compensation
 Share-Based Payment Accounting for Stock
Issued to Employees
 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.
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Results of Operations (in thousands)
 ® ® ® ®
 Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006
Research and Development Expense
  General and Administrative Expense
 ®
 Other Income
  Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006
Research and Development Expense
  17




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General and Administrative Expense
 ®
 Interest Income/Expense
  Other Income
  Liquidity and Capital Resources
      18




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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
 ® ® ® ® ®
 ®
 19




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®
 
    
    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;
    
    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
    
    $
    914
    
    
    $
    340
    
    
    $
    507
    
    
    $
    67
    
    
    
    
   Related Party Transactions
 ®
 20




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Off-Balance Sheet Arrangements
  Recently Adopted Accounting Pronouncements
  Recent Accounting Developments
  21




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22




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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 nine months ended September 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;
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
    
    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.
   Technological breakthroughs in the diagnosis or treatment of melanoma could render
MelaFind ® obsolete.
 ® ® . ® ® ® ® ®
 Our stock price is likely to be volatile; meaning purchasers of our common stock could incur
substantial losses .
  24




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
    
    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;
    
    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.
  25




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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 have an adverse effect on our stock price
  26




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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.
  27




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Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information
 (a)
    
    Not applicable(b)
    
    Not applicable
 28




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Item 6. Exhibits
 Exhibit 
Number
    
    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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Exhibit 
Number
    
    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)10.30#
    
    Fifth Amendment dated as of August 24, 2007, by and between the
Registrant and Bridge Street Commercial, LLC, for office space
located at 1 Bridge Street, Irvington, New York.
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Exhibit 
Number
    
    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. 31




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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)  32




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description10.30
    
    Fifth Amendment dated as of August 24, 2007, by and between
the Registrant and Bridge Street Commercial, LLC, for office
space located at 1 Bridge Street, Irvington, New York31.1
    
    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
 33