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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 March 31, 2008
 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
    
    (I.R.S. EmployerIncorporation or Organization)
    
    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
  Large accelerated filer
o
    
    Accelerated filer
þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



Electro-Optical Sciences, Inc.
Table of Contents
 PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCondensed Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007
    
    
    2Condensed Statements of Operations (unaudited) for the three months ended
March 31, 2008 and 2007
    
    
    3Condensed Statements of Cash Flows (unaudited) for the three months ended
March 31, 2008 and 2007
    
    
    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
    
    
    22ITEM 4. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    22ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26ITEM 3. Defaults Upon Senior Securities
    
    
    26ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    26ITEM 5. Other Information
    
    
    26ITEM 6. Exhibits
    
    
    27SIGNATURES
    
    
    30EXHIBIT INDEX
    
    
    31EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION
  
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ELECTRO-OPTICAL SCIENCES, INC.
 
 CONDENSED BALANCE SHEETS
 March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)
    
    
    *ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    15,900,246
    
    
    $
    19,196,589Marketable securities
    
    
    1,282,418
    
    
    
    1,719,905Prepaid expenses and other current assets
    
    
    213,178
    
    
    
    411,554Total Current Assets
    
    
    17,395,842
    
    
    
    21,328,048Property and equipment, net
    
    
    788,085
    
    
    
    616,110Patents and trademarks, net
    
    
    112,176
    
    
    
    118,138Other assets
    
    
    45,876
    
    
    
    45,876Total Assets
    
    $
    18,341,979
    
    
    $
    22,108,172LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    717,977
    
    
    $
    567,987Accrued expenses (includes related parties of
$10,000 as of March 31, 2008 and as of December 31, 2007)
    
    
    930,105
    
    
    
    674,711Deferred income
    
    
    67,509
    
    
    
    74,946Other current liabilities
    
    
    23,055
    
    
    
    18,804Total Current Liabilities
    
    
    1,738,646
    
    
    
    1,336,448COMMITMENTS AND CONTINGENCIES (Note 9)Stockholders EquityPreferred stock  $0.10 par value; authorized 10,000,000 shares; issued
and outstanding: none at March 31, 2008 and at December 31, 2007Common stock  $.001 par value; authorized
30,000,000 shares; issued and outstanding
15,401,882 shares at March 31, 2008 and at
December 31, 2007
    
    
    15,402
    
    
    
    15,402Additional paid-in capital
    
    
    64,042,496
    
    
    
    63,930,689Other comprehensive loss
    
    
    (15,504
    )
    
    
    (12,136
    )Accumulated deficit
    
    
    (47,439,061
    )
    
    
    (43,162,231
    )Stockholders Equity
    
    
    16,603,333
    
    
    
    20,771,724Total Liabilities and Stockholders Equity
    
    $
    18,341,979
    
    
    $
    22,108,172
 
 *
    
    Derived from the audited balance sheet as of December 31, 2007  2




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ELECTRO-OPTICAL SCIENCES, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS
 (unaudited)
 Three months ended March 31,2008
    
    
    2007Operating expenses:Research and development
    
    $
    3,045,093
    
    
    $
    1,953,368General and administrative
    
    
    1,439,795
    
    
    
    1,311,190Operating loss
    
    
    (4,484,888
    )
    
    
    (3,264,558
    )Interest income
    
    
    181,972
    
    
    
    271,025Other income
    
    
    26,086
    
    
    
    Net loss
    
    $
    (4,276,830
    )
    
    $
    (2,993,533
    )Basic and diluted net loss per common share
    
    $
    (0.28
    )
    
    $
    (0.22
    )Basic and diluted weighted average number
of common shares outstanding
    
    
    15,401,882
    
    
    
    13,369,305
  3




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ELECTRO-OPTICAL SCIENCES, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (unaudited)
 Three Months Ended March 31,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (4,276,830
    )
    
    $
    (2,993,533
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    65,479
    
    
    
    48,898Noncash compensation and amortization of deferred compensation
    
    
    111,807
    
    
    
    126,633Common stock options issued for consulting fees
    
    
    
    
    
    
    139,703Amortization of discount on marketable securities
    
    
    (285
    )
    
    
    Amortization of unearned interest income  discontinued operations
    
    
    
    
    
    
    (6,122
    )Changes in operating assets and liabilities:Decrease in prepaid expenses and other current assets
    
    
    198,376
    
    
    
    87,665Increase (decrease) in accounts payable and accrued expenses
    
    
    405,384
    
    
    
    (104,876
    )Decrease in deferred income
    
    
    (7,437
    )
    
    
    Increase (decrease) in other current liabilities
    
    
    4,251
    
    
    
    (583
    )Net cash used in operating activities
    
    
    (3,499,255
    )
    
    
    (2,702,215
    )Cash flows from investing activities:Patent costs
    
    
    
    
    
    
    (22,242
    )Purchases of property and equipment
    
    
    (231,492
    )
    
    
    (143,542
    )Sales of marketable securities
    
    
    434,404
    
    
    
    Net cash provided by (used in) investing activities
    
    
    202,912
    
    
    
    (165,784
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    
    
    
    
    85,305Net cash provided by financing activities
    
    
    
    
    
    
    85,305Net decrease in cash and cash equivalents
    
    
    (3,296,343
    )
    
    
    (2,782,694
    )Cash and cash equivalents at beginning of period
    
    
    19,196,589
    
    
    
    20,939,527Cash and cash equivalents at end of period
    
    $
    15,900,246
    
    
    $
    18,156,833Supplemental Schedule of Noncash Investing and Financing ActivitiesUnrealized loss on marketable securities
    
    
    3,368
    
    
    
    
  4




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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. MARKETABLE SECURITIES
  March 31, 2008UnrealizedFair Value
    
    Gain (Loss)Corporate debt securities
    
    $
    1,282
    
    
    $
    (16
    )
  3. COMPREHENSIVE LOSS
  4. USE OF ESTIMATES
  5. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
   6




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6. RECENT ACCOUNTING DEVELOPMENTS
    7. NET LOSS PER COMMON SHARE
  7




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March 31,2008
    
    2007Common stock options
    
    
    1,919,584
    
    
    
    1,605,565Warrants
    
    
    1,126,886
    
    
    
    626,845Total
    
    
    3,046,470
    
    
    
    2,232,410
 8. STOCK-BASED COMPENSATION
     For the three Months
    
    For the three MonthsEnded March 31, 2008
    
    Ended March 31, 2007Expected life
    
    5 years
    
    not applicableExpected volatility
    
    
    60
    %
    
    not applicableRisk-free interest rate
    
    
    2.95
    %
    
    not applicableDividend yield
    
    
    0
    %
    
    not applicable
   8




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® ® ® ®
  WeightedWeighted
    
    AverageAverage
    
    RemainingExercise
    
    Contractual
    
    AggregateNumber of
    
    Price per
    
    Term in
    
    IntrinsicShares
    
    Share
    
    Years
    
    ValueOutstanding at December 31, 2007
    
    
    1,812,084
    
    
    $
    2.96
    
    
    
    3.5
    
    
    
    Granted
    
    
    110,104
    
    
    $
    4.24
    
    
    
    4.1
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (2,604
    )
    
    $
    6.82
    
    
    
    
    
    Outstanding at March 31, 2008
    
    
    1,919,584
    
    
    $
    3.02
    
    
    
    3.3
    
    
    $
    6,006Vested and exercisable at March 31, 2008
    
    
    627,401
    
    
    $
    3.56
    
    
    
    3.2
    
    
    $
    1,612
 Options OutstandingWeighted-
    
    
    
    
    
    Options ExercisableAverage
    
    Weighted
    
    
    
    
    
    Weighted-Remaining
    
    Average
    
    
    
    
    
    AverageNumber
    
    Contractual
    
    Exercise
    
    Number
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    Life
    
    Price
    
    Exercisable
    
    Price$.01-$.46
    
    
    927,934
    
    
    1.4 years
    
    $
    .46
    
    
    
    171,753
    
    
    $
    .46$.47-$1.00
    
    
    119,648
    
    
    4.1 years
    
    $
    1.00
    
    
    
    119,648
    
    
    $
    1.00$1.01-$7.75
    
    
    872,002
    
    
    3.6 years
    
    $
    6.03
    
    
    
    336,000
    
    
    $
    6.06$.01-$7.75
    
    
    1,919,584
    
    
    3.4 years
    
    $
    3.02
    
    
    
    627,401
    
    
    $
    3.56
    9




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9. COMMITMENTS AND CONTINGENCIES
  2008
    
    2009
    
    2010
    
    2011$ 240
    
    $256
    
    $186
    
    $16
  ®
 ®  ®
   10. PRIVATE PLACEMENTS
   10




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11. WARRANTS
      12. RELATED PARTY CONSULTING AGREEMENTS
  Consulting Agreement with Breaux Castleman
 ®
 11




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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
 ® ® ® ®
 12




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®
 14. SUBSEQUENT EVENT
  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
 16




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
    
    fees paid to third party data collection organizations and
investigators in conjunction with the clinical trials.
  Results of Operations (in thousands)
 ® ®
 Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
 Research and Development Expense
  ®
 General and Administrative Expense
  Interest Income/Expense
  17




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Other income
  Deferred income
  Liquidity and Capital Resources
        Cash Flows from Operating Activities
  18




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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;
    
    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.
 Contractual Obligations
  Less than
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    5 yearsOperating leases
    
    $
    698
    
    
    $
    322
    
    
    $
    376
    
    
    $
    
    
    
    $
    
  Related Party Transactions
 ®
      Off-Balance Sheet Arrangements
  20




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Recently Adopted Accounting Pronouncements
   Recent Accounting Developments
    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.
  22




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Item 1A. 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, 2007. In addition, the
following risk factors have changed during the three months ended March 31, 2008:
 Risk of delay in product development.
 ®
  ®
 We have incurred losses for a number of years, and anticipate that we will incur continued losses
for the foreseeable future.
 ® ® ®
 23




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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;
    
    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.
   24




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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;
    
    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.
  25




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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.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
   
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information
   26




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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)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.(1)10.31*
    
    Employment Offer Letter, dated February 11, 2008, between the Registrant and Tina
Cheng-Avery.(14)10.32*
    
    Separation Agreement dated May 1, 2008, between the Registrant and Jon I. Klippel. (15)
 28




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ExhibitNumber
    
    Exhibit Title31.1#
    
    Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934, as
amended.31.2#
    
    Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934, as
amended.32.1#
    
    Certification of Chief Executive Officer and
Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted 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.(14)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on February 12, 2008.(15)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on May 1, 2008.#
    
    Filed herewith. 29




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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)  30




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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) or Rule 15d-14(a) under the Securities Exchange
Act of 1934, as amended.31.2
    
    Certification by the Chief Financial Officer pursuant to
Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange
Act of 1934, as amended.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 31