**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





**(Mark
      One)**





x  **Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act
      of 1934**





**For
      the quarterly period ended**  **June
      30, 2007**  **or**





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**  **0-21615**





**PRESSURE
      BIOSCIENCES, INC.**


(Exact
      Name of Small Business Issuer as Specified in its Charter)




**Massachusetts**
            
            **04-2652826**(State
                or Other Jurisdiction of
            
            (I.R.S.
                EmployerIncorporation
                or Organization)
            
            Identification
                No.)





**321
        Manley St.**


**West
        Bridgewater, Massachusetts**


(Address
        of Principal Executive Offices)
  **02379-1040**


(Zip
        Code)





**(508)
      580-1818**


(Issuer’s
      Telephone Number, Including Area Code)




Check
      whether the Issuer: (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days.




x Yes o No




Indicate
      by check mark whether the registrant is a shell company (as defined in Exchange
      Act Rule 12b-2).




o Yes x No




The
      number of shares outstanding of the Issuer’s common stock as of August 8, 2007
      was 2,065,425.




Transitional
      Small Business Disclosure Format (check one):


o Yes x No














TABLE
      OF
      CONTENTS




PagePART
                I - FINANCIAL INFORMATIONItem
                1. Financial Statements (Unaudited)Consolidated
                Balance Sheets as of June 30, 2007 and December 31, 2006
            
            3Consolidated
                Statements of Operations for the Three Months and Six Months Ended
                June
                30, 2007 and 2006
            
            4Consolidated
                Statements of Comprehensive Income (Loss) for the Three Months and
                Six
                Months Ended June 30, 2007
              and
                2006
            
            5Consolidated
                Statements of Cash Flows for the Six Months Ended June 30, 2007 and
                2006
            
            6Notes
                to Consolidated Financial Statements as of June 30, 2007
            
            7Item
                2. Management's Discussion and Analysis or Plan of
                Operation
            
            14Item
                3. and Item 3A(T). Controls and Procedures
            
            24PART
                II - OTHER INFORMATIONItem
                4. Submission of Matters to a Vote of Security Holders
            
            25Item
                6. Exhibits
            
            25





2




**PART
      I.   FINANCIAL INFORMATION**


**Item
      1. Financial Statements**


**PRESSURE
      BIOSCIENCES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**


**(UNAUDITED)**






**June
                  30,**
              ****
              **December
                  31**,ASSETS
              
              
              **2007**
              
              
              **2006**CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              6,803,674
              
              $
              5,335,282Accounts
                  receivable
              
              
              75,647
              
              
              37,495Inventories
              
              
              238,831
              
              
              19,658Prepaid
                  income taxes
              
              
              56,863
              
              
              38,687Income
                  tax receivable
              
              
              723,802
              
              
              710,013Prepaid
                  expenses, deposits, and other current assets
              
              
              326,264
              
              
              246,776Investments
                  in marketable securities
              
              
              -
              
              
              2,060,875Total
                  current assets
              
              
              8,225,081
              
              
              8,448,786PROPERTY
                  AND EQUIPMENT, NET
              
              
              241,286
              
              
              207,696OTHER
                  ASSETSIntangible
                  assets, net
              
              
              352,606
              
              
              376,922Assets
                  held for sale
              
              
              -
              
              
              1,420,996Total
                  other assets
              
              
              352,606
              
              
              1,797,918TOTAL
                  ASSETS
              
              $
              8,818,973
              
              $
              10,454,400LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              351,055
              
              $
              174,289Accrued
                  employee compensation
              
              
              263,712
              
              
              242,497Other
                  accrued expenses
              
              
              148,270
              
              
              150,978Income
                  taxes payable
              
              
              43,339
              
              
              45,962Deferred
                  taxes
              
              
              186,010
              
              
              669,520Deferred
                  revenue
              
              
              18,823
              
              
              4,099Total
                  current liabilities
              
              
              1,011,209
              
              
              1,287,345LONG
                  TERM LIABILITIESDeferred
                  revenue
              
              
              11,778
              
              
              9,126Liabilities
                  held for sale
              
              
              -
              
              
              1,042,493Total
                  long term liabilities
              
              
              11,778
              
              
              1,051,619TOTAL
                  LIABILITIES
              
              
              1,022,987
              
              
              2,338,964COMMITMENTS
                  (Note 7)STOCKHOLDERS'
                  EQUITYCommon
                    stock, $.01 par value; 20,000,000 shares authorized;
                  2,065,425
                    shares issued and outstanding
              
              
              20,654
              
              
              20,654Additional
                  paid-in capital
              
              
              5,500,234
              
              
              5,347,641Accumulated
                  other comprehensive income
              
              
              -
              
              
              1,384,876Retained
                  earnings
              
              
              2,275,098
              
              
              1,362,265Total
                  stockholders' equity
              
              
              7,795,986
              
              
              8,115,436TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              8,818,973
              
              $
              10,454,400
  The
          accompanying notes are an integral part of these consolidated financial
          statements


3





**PRESSURE
      BIOSCIENCES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(UNAUDITED)**




**For
                  the Three Months Ended**
              ****
              **For
                  the Six Months Ended****June
                  30,**
              
              **June
                    30,****2007**
              
              **2006**
              
              **2007**
              
              **2006**REVENUE:PCT
                  Products, services, other
              
              $
              136,355
              
              $
              28,783
              
              $
              174,297
              
              $
              82,197Grant
                  revenue
              
              
              65,772
              
              
              -
              
              
              159,451
              
              
              -Total
                  revenue
              
              
              202,127
              
              
              28,783
              
              
              333,748
              
              
              82,197COSTS
                  AND EXPENSES:Cost
                  of PCT products and services
              
              
              57,629
              
              
              47,104
              
              
              89,282
              
              
              98,650Research
                  and development
              
              
              538,015
              
              
              401,500
              
              
              999,547
              
              
              660,319Selling
                  and marketing
              
              
              350,823
              
              
              128,005
              
              
              607,354
              
              
              195,384General
                  and administrative
              
              
              624,462
              
              
              595,481
              
              
              1,105,544
              
              
              1,285,107Total
                  operating costs and expenses
              
              
              1,570,929
              
              
              1,172,090
              
              
              2,801,727
              
              
              2,239,460Operating
                  loss from continuing operations
              
              
              (1,368,802
              )
              
              (1,143,307
              )
              
              (2,467,979
              )
              
              (2,157,263
              )OTHER
                  INCOME:Realized
                  gain on securities available for sale
              
              
              1,301,247
              
              
              -
              
              
              2,028,720
              
              
              517,938Interest
                  income
              
              
              80,482
              
              
              109,287
              
              
              152,084
              
              
              217,792Total
                  other income
              
              
              1,381,729
              
              
              109,287
              
              
              2,180,804
              
              
              735,730Income
                  (loss) from continuing operations before income taxes
              
              
              12,927
              
              
              (1,034,020
              )
              
              (287,175
              )
              
              (1,421,533
              )Income
                  tax benefit from continuing operations
              
              
              3,516
              
              
              219,759
              
              
              44,035
              
              
              297,237Income
                  (loss) from continuing operations
              
              
              16,443
              
              
              (814,261
              )
              
              (243,140
              )
              
              (1,124,296
              )DISCONTINUED
                  OPERATIONS:Gain
                  on sale of net assets related to discontinued operations(net
                  of income tax of $218,060)
              
              
              1,534,476
              
              
              -
              
              
              1,155,973
              
              
              -Net
                  Income (loss)
              
              $
              1,550,919
              
              $
              (814,261
              )
              $
              912,833
              
              $
              (1,124,296
              )Income
                  (loss) per share from continuing operations - basic
              
              $
              0.01
              
              $
              (0.34
              )
              $
              (0.12
              )
              $
              (0.46
              )Income
                  per share from discontinued operations - basic
              
              
              0.74
              
              
              -
              
              
              0.56
              
              
              -Net
                  income (loss) per share - basic
              
              $
              0.75
              
              $
              (0.34
              )
              $
              0.44
              
              $
              (0.46
              )Income
                  (loss) per share from continuing operations - diluted
              
              $
              0.01
              
              $
              (0.34
              )
              $
              (0.12
              )
              
              (0.46
              )Income
                  per share from discontinued operations - diluted
              
              
              0.67
              
              
              -
              
              
              0.56
              
              
              -Net
                  income (loss) per share - diluted
              
              $
              0.68
              
              $
              (0.34
              )
              $
              0.44
              
              $
              (0.46
              )Weighted
                  average number of shares used to calculate income(loss)per
                  share - basic
              
              
              2,065,425
              
              
              2,426,167
              
              
              2,065,425
              
              
              2,425,183Weighted
                  average number of shares used to calculate income(loss)per
                  share - diluted
              
              
              2,296,930
              
              
              2,426,167
              
              
              2,065,425
              
              
              2,425,183




The
      accompanying notes are an integral part of these consolidated financial
      statements




4




**PRESSURE
      BIOSCIENCES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE INCOME (LOSS)**


**(UNAUDITED** )




**For
                  the Three Months Ended**
              
              **For
                  the Six Months Ended****June
                  30,**
              
              **June
                  30,**Other
                  Comprehensive Income (loss)
              
              **2007**
              
              **2006**
              
              **2007**
              
              **2006**Net
                  income (loss)
              
              $
              1,550,919
              
              $
              (814,261
              )
              $
              912,833
              
              $
              (1,124,296
              )Holding
                  (gain) loss
              
              
              (329,625
              )
              
              (1,048,929
              )
              
              (27,479
              )
              
              (610,575
              )Reclassification
                  of unrealized gain to realized gain on
                securities
                  during the period
              
              
              (1,301,247
              )
              
              -
              
              
              (2,028,720
              )
              
              (517,938
              )Unrealized
                  loss on marketable securities
              
              
              (1,630,872
              )
              
              (1,048,929
              )
              
              (2,056,199
              )
              
              (1,128,513
              )Income
                    tax benefit related to items ofother
                    comprehensive loss
              
              
              548,413
              
              
              422,202
              
              
              671,323
              
              
              439,200Total
                  other comprehensive loss, net of taxes
              
              
              (1,082,459
              )
              
              (626,727
              )
              
              (1,384,876
              )
              
              (689,313
              )Comprehensive
                  income (loss)
              
              $
              468,460
              
              $
              (1,440,988
              )
              $
              (472,043
              )
              $
              (1,813,609
              )




The
      accompanying notes are an integral part of these consolidated financial
      statements




5




**PRESSURE
      BIOSCIENCES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**


**For
                  the Six Months Ended****June
                  30,****2007**
              
              **2006**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  income (loss)
              
              $
              912,833
              
              $
              (1,124,296
              )Less:
                  Gain on sale of discontinued operations
              
              
              (1,155,973
              )
              
              -Loss
                  from continuing operations
              
              $
              (243,140
              )
              $
              (1,124,296
              )Adjustments
                  to reconcile income (loss) to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              77,933
              
              
              68,335Non-cash,
                  stock-based compensation expense
              
              
              152,593
              
              
              447,410Loss
                  on disposal of property and equipment
              
              
              -
              
              
              42,781Realized
                  gain on sale of marketable securities
              
              
              (2,028,720
              )
              
              (517,938
              )Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (38,152
              )
              
              56,325Inventories
              
              
              (219,173
              )
              
              11,818Income
                  tax receivable
              
              
              (13,789
              )
              
              24,886Prepaid
                  income taxes
              
              
              (18,176
              )
              
              (86,075
              )Prepaid
                  expenses, deposits and other current assets
              
              
              (79,488
              )
              
              (203,445
              )Accounts
                  payable
              
              
              176,766
              
              
              48,230Accrued
                  employee compensation
              
              
              21,215
              
              
              55,079Other
                  accrued expenses
              
              
              (28,441
              )
              
              137,437Deferred
                  revenue
              
              
              17,376
              
              
              -Income
                  taxes payable
              
              
              (2,623
              )
              
              20,491Deferred
                  taxes
              
              
              (32,050
              )
              
              (219,949
              )Net
                  cash used in operating activities
              
              
              (2,257,869
              )
              
              (1,238,911
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Payments
                  for additions to property and equipment
              
              
              (87,207
              )
              
              (10,304
              )Proceeds
                  from sale of marketable securities
              
              
              2,033,397
              
              
              518,463Net
                  cash provided by investing activities
              
              
              1,946,190
              
              
              508,159CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from the issuance of common stock
              
              
              -
              
              
              5,400Net
                  cash provided by financing activities
              
              
              -
              
              
              5,400CASH
                  FLOWS FROM DISCONTINUED OPERATIONS:Cash
                  flows from investing activities
              
              
              1,780,071
              
              
              1,116,160Net
                  cash provided by discontinued operations
              
              
              1,780,071
              
              
              1,116,160CHANGE
                  IN CASH AND CASH EQUIVALENTS:
              
              
              1,468,392
              
              
              390,808Cash
                  and cash equivalents, beginning of period
              
              
              5,335,282
              
              
              6,416,772Cash
                  and cash equivalents, end of period
              
              $
              6,803,674
              
              $
              6,807,580SUPPLEMENTAL
                  INFORMATION:Income
                  Taxes Paid
              
              $
              20,800
              
              $
              86,075




The
      accompanying notes are an integral part of these consolidated financial
      statements




6


**PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**





**1)**
            **Organization
                and Business
                Activities**





Pressure
      BioSciences, Inc. (“PBI”) is a life sciences company focused on the development
      and commercialization of a novel, enabling, platform technology called Pressure
      Cycling Technology (“PCT”). PCT uses cycles of hydrostatic pressure between
      ambient and ultra-high levels (up to 35,000 psi and greater) to control
      bio-molecular interactions. PBI currently holds 13 US and 5 foreign patents
      covering multiple applications of PCT in the life sciences field, including
      in
      such areas as genomic and proteomic sample preparation, pathogen inactivation,
      the control of enzymes, immunodiagnostics, and protein
      purification.




**2)**
            **Interim
                Financial Reporting**





The
      accompanying unaudited consolidated financial statements of Pressure
      BioSciences, Inc. have been prepared in accordance with accounting principles
      generally accepted in the United States of America (“generally accepted
      accounting principles” or “GAAP”) for interim financial information and with the
      instructions to Form 10-QSB. Accordingly, they do not include all of the
      information and footnotes required by generally accepted accounting principles
      for complete financial statements. In the opinion of management, all adjustments
      (consisting of only normal recurring adjustments) considered necessary for
      a
      fair presentation have been included. Operating results for the three and six
      months ended June 30, 2007 are not necessarily indicative of the results that
      may be expected for the year ending December 31, 2007. For further information,
      refer to the audited consolidated financial statements and footnotes thereto
      included in the Company’s Annual Report on Form 10-KSB, (the “Form 10-KSB”) for
      the fiscal year ended December 31, 2006.




**3)**
            **Summary
                of Significant Accounting
                Policies**




*Principles
      of Consolidation*




The
      consolidated financial statements include the accounts of Pressure BioSciences,
      Inc., and its wholly-owned subsidiaries, PBI Biotech Research Laboratories,
      Inc., PBI BioSeq, Inc., and PBI Source Scientific, Inc.




*Use
      of Estimates*




To
      prepare our consolidated financial statements in conformity with generally
      accepted accounting principles, we are required to make significant estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. In addition, significant estimates were made in projecting
      future cash flows to quantify impairment of assets, deferred tax assets, the
      costs associated with fulfilling our warranty obligations for the instruments
      that we sell, and the estimates employed in our calculation of fair value of
      stock options awarded. We base our estimates on historical experience and on
      various other assumptions that we believe to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      the carrying values of assets and liabilities that are not readily apparent
      from
      other sources. Actual results could differ from the estimates and assumptions
      used.




*Revenue
      Recognition*





We
      recognize revenue in accordance with the Securities and Exchange Commission’s
      (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, *Revenue
      Recognition* ("SAB
      104"). Revenue is recognized when realized or earned when all the following
      criteria have been met: persuasive evidence of an arrangement exists; delivery
      has occurred and risk of loss has passed to the customer; the seller’s price to
      the buyer is fixed or determinable; and collectibility is reasonably
      assured.





Our
      current instrument, the Barocycler NEP3229 requires a basic level of
      instrumentation expertise to set-up for initial operation. In order to support
      a
      favorable first experience for our customers, we send a technical representative
      to the customer site to “commission” every NEP3229 that we sell. The
“commissioning” process includes uncrating and setting up the instrument and
      conducting an introductory user training course. Product revenue related to
      current Barocycler instrumentation is generally recognized upon the
“commissioning” of our instrumentation at the customer location. Product revenue
      related to disposable PULSE Tubes is recorded upon shipment through a common
      carrier.




7




**PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**


In
      accordance with the Financial Accounting Standards Board (“FASB”) Statement of
      Financial Accounting Standards (“SFAS”) No. 13, *“Accounting
      for Leases”* ,
      we
      account for our lease agreements under the operating method. We record revenue
      over the life of the lease term and we record depreciation expense on a
      straight-line basis over the thirty-six month estimated useful life of the
      Barocycler instrument. The depreciation expense associated with assets under
      lease agreement is included in the “Cost of PCT products and services” line item
      in our Consolidated Statements of Operations. We pay all maintenance costs
      associated with the instrument during the term of the leases.





Revenue
      from government grants is recorded when expenses are incurred under the grant
      in
      accordance with the terms of the grant award.





Revenue
      from extended service contracts is recorded over the life of the
      contracts.





*Cash
      and Cash Equivalents*




Our
      policy is to invest available cash in short-term, investment grade,
      interest-bearing obligations, including money market funds, and bank and
      corporate debt instruments. Debt securities purchased with original maturities
      of three months or less are valued at cost plus accrued interest, which
      approximates fair market value, and are classified as cash
      equivalents.





*Computation
      of Income (Loss) per Share*




Basic
      income (loss) per share is computed by dividing income (loss) available to
      common shareholders by the weighted average number of common shares outstanding.
      Diluted income (loss) per share is computed by dividing income (loss) available
      to common shareholders by the weighted average number of common shares
      outstanding plus additional common shares that would have been outstanding
      if
      dilutive potential common shares had been issued. For purposes of this
      calculation, stock options are considered common stock equivalents in periods
      in
      which they have a dilutive effect. Stock options that are anti-dilutive are
      excluded from this calculation. The following table illustrates our computation
      of income (loss) per share for the three and six months ended June 30, 2007
      and
      June 30, 2006.




For
                  the Three Months Ended
              
              For
                  the Six Months EndedJune
                  30,
              
              June
                  30,2007
              
              2006
              
              2007
              
              2006Numerator:Income
                  (loss) from continuing operations - basic and diluted
              
              $
              16,443
              
              $
              (814,261
              )
              $
              (243,140
              )
              $
              (1,124,296
              )Demoninator:Weighted
                  Average Shares Outstanding, basic
              
              
              2,065,425
              
              
              2,426,167
              
              
              2,065,425
              
              
              2,425,183Net
                    effect of dilutive common stockequivalents-based
                    on treasury stockmethod
                    using average market price
              
              
              231,505
              
              
              -
              
              
              -
              
              
              -Weighted
                  Average Shares Outstanding, diluted
              
              
              2,296,930
              
              
              2,426,167
              
              
              2,065,425
              
              
              2,425,183Income
                  (loss) per share from continuing operations - basic
              
              $
              0.01
              
              $
              (0.34
              )
              $
              (0.12
              )
              $
              (0.46
              )Income
                  (loss) per share from continuing operations - diluted
              
              $
              0.01
              
              $
              (0.34
              )
              $
              (0.12
              )
              $
              (0.46
              )Shares
                  excluded from calculations
              
              
              -
              
              
              79,602
              
              
              169,076
              
              
              106,437




8




**PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**


*Accounting
      for Stock-Based Compensation*




On
      January 1, 2006, we adopted SFAS No. 123 (revised 2004), *“Share-Based
      Payment”* ,
      or SFAS
      123R, and its related implementation guidance as promulgated by both the
      Financial Accounting Standards Board (the “FASB”), and the Securities and
      Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 107, or SAB
      107, associated with the accounting for stock-based compensation arrangements
      of
      our employees and directors. These pronouncements require that equity-based
      compensation cost be measured at the grant date (based upon an estimate of
      the
      fair value of the compensation granted) and recorded to expense over the
      requisite service period, which generally is the vesting period.




We
      estimate the fair value of equity-based compensation utilizing the Black-Scholes
      option pricing model. This model requires the input of several factors such
      as
      the expected option term, expected volatility of our stock price over the
      expected term, expected risk-free interest rate over the expected option term,
      expected dividend yield rate over the expected option term, and an estimate
      of
      expected forfeiture rates, and is subject to various assumptions. We believe
      this valuation methodology is appropriate for estimating the fair value of
      stock
      options granted to employees and directors which are subject to SFAS 123R
      requirements. These amounts are estimates and thus may not be reflective of
      actual future results, nor amounts ultimately realized by recipients of these
      grants. These amounts, and the amounts applicable to future quarters, are also
      subject to future quarterly adjustments based upon a variety of factors. The
      following table summarizes the assumptions we have utilized for grants of stock
      options from which we incurred compensation expense during the three and six
      months ended June 30, 2007 and the three and six months ended June 30,
      2006:




Outside
                  Board
              
              CEO
                  and otherAssumptions
              Members
              
              Officers & EmployeesExpected
                  life
              5.0
                  (yrs)
              
              6.0
                  (yrs)Expected
                  volatility
              74.6%
                  - 77.9%
              
              70.5%
                  - 92.5%Risk-Free
                  interest rate
              4.63%
                  - 4.94%
              
              4.63%
                  - 4.94%Expected
                  dividend yield
              0.0%
              
              0.0%


We
      developed the above referenced assumptions based on the following rationale.
      We
      utilized the simplified method provided by SAB No. 107 to develop our estimate
      of expected term of the stock options granted. Under this method, stock options
      granted to outside board members are estimated to have an expected term of
      5
      years and stock options granted to our CEO and all other officers and employees
      are estimated to have an expected term of 6 years. All stock options granted
      have a 10 year contractual life. The stock options granted to outside directors
      vest immediately and the stock options granted to the CEO and all other officers
      and employees vest annually, on an equal basis over three years. The expected
      volatility is assumed to approximate the historical volatility that was observed
      during the corresponding expected term for each sub-group of option recipients.
      The risk-free interest rate is a weighted average approximation based on the
      U.S. Treasury yields in effect at the time of the grants. We used a dividend
      yield of zero for the calculation because we have never paid cash dividends
      and
      we have no intention to begin paying dividends in the foreseeable future. While
      we believe these estimates are reasonable, the compensation expense recorded
      would increase if the assumed expected term was increased or a higher expected
      volatility was used.





We
      recognized stock-based compensation expense of $40,838 and $243,955 for the
      three months ended June 30, 2007 and 2006, respectively. The following table
      summarizes the effect of this stock-based compensation expense within our
      Consolidated Statement of Operations:




Three
                  Months Ended, June 30,2007
              
              2006Cost
                  of PCT products and services
              
              $
              367
              
              $
              2,620Research
                  and development
              
              
              14,934
              
              
              43,991Selling
                  and marketing
              
              
              3,498
              
              
              11,761General
                  and administrative
              
              
              22,039
              
              
              185,583Total
                  stock-based compensation expense
              
              $
              40,838
              
              $
              243,955




9




**PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**


We
      recognized stock-based compensation expense of $152,593 and $447,410 for the
      six
      months ended June 30, 2007 and 2006, respectively. The following table
      summarizes the effect of this stock-based compensation expense within our
      Consolidated Statement of Operations:






Six
                  Months Ended, June 30,2007
              
              2006Cost
                  of PCT products and services
              
              $
              2,987
              
              $
              4,714Research
                  and development
              
              
              64,428
              
              
              65,616Selling
                  and marketing
              
              
              19,492
              
              
              20,499General
                  and administrative
              
              
              65,686
              
              
              356,581Total
                  stock-based compensation expense
              
              $
              152,593
              
              $
              447,410


The
      provisions of SFAS 123R require that we make an estimate of our forfeiture
      rate
      and adjust the expense that we recognize to reflect the estimated number of
      stock options that will go unexercised. We estimate that our forfeiture rate
      will approximate 5% for the foreseeable future. As our workforce expands and
      our
      business matures we will continue to monitor this rate and consider adjusting
      our estimate if we feel it is appropriate to do so. The stock option expense
      recognized for the three and six months ended June 30, 2007 reflects our
      estimated annual forfeiture rate of 5% for all of our unvested options
      outstanding.





As
      of
      June 30, 2007, the total estimated fair value of unvested stock options to
      be
      amortized over their remaining vesting period was $783,184





*Accounting
      for Income Taxes*





Effective
      January 1, 2007, we adopted the provisions of FASB Interpretation
      No. 48, “ *Accounting
      for Uncertainty in Income Taxes - an Interpretation of FASB Statement
      No. 109”* (FIN
      48). This interpretation clarifies the accounting for uncertainty in income
      taxes by prescribing a minimum recognition threshold for a tax position taken
      or
      expected to be taken in a tax return that is required to be met before being
      recognized in the financial statements. FIN 48 also provides guidance on
      de-recognition, measurement, classification, interest and penalties, accounting
      in interim periods, disclosure and transition.





In
      accordance with FIN 48, we have analyzed filing positions in all of the federal,
      state, and other jurisdictions where we are required to file income tax returns,
      as well as all open tax years in these jurisdictions. The periods subject to
      examination for all federal, state and other jurisdictions are the 2003 through
      2005 tax years. We do not believe there are any tax positions that would
      increase within the next twelve-month period. Therefore, no reserves for
      uncertain income tax positions have been recorded and we did not record a
      cumulative effect adjustment related to the adoption of FIN 48.





*Fair
      Value Measurements*





In
      September 2006, FASB issued SFAS 157, *“Fair
      Value Measurements”* .
      SFAS
      No. 157 establishes a formal framework for measuring fair value under GAAP
      and
      expands on disclosure of fair value measurements. Although SFAS No. 157 applies
      to and amends the provisions of existing FASB and AICPA pronouncements, it
      does
      not, of itself, require any new fair value measurements, nor does it establish
      valuation standards. SFAS No. 157 applies to all other accounting pronouncements
      requiring or permitting fair value measurements, except for: SFAS No. 123R, *“Share-Based
      Payment”* and
      related pronouncements, the practicability exceptions to fair value
      determinations allowed by various other authoritative pronouncements, and AICPA
      Statements of Position 97-2 and 98-9 that deal with software revenue
      recognition. This statement is effective for financial statements issued for
      fiscal years beginning after November 15, 2007, and interim periods within
      those
      fiscal years. We do not expect the adoption of SFAS 157 to have a material
      impact on our consolidated financial statements.





**4)**
            **Investment
                in Marketable
                Securities**




10




**PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**
  As
        of
        June 30, 2007, we had no remaining shares of common stock of Panacos
        Pharmaceuticals Inc. (“Panacos”), a publicly traded company listed on the NASDAQ
        Global Market. During the six months ended June 30, 2007 we sold 513,934
        shares
        to generate a realized gain of $2,028,720. During the three months ended
        June
        30, 2007 we sold 352,934 shares to generate a realized gain of $1,301,247.
        Total
        proceeds generated from the sale of our Panacos shares totaled $2,033,397
        for
        the six months ended June 30, 2007.




**5)**
            **Discontinued
                Operations**




In
      June 2004, we transferred certain assets and liabilities of our PBI Source
      Scientific, Inc. subsidiary to a newly formed limited liability company
      known as Source Scientific, LLC. At the time of the transfer, we owned 100%
      of
      the ownership interests of Source Scientific, LLC. We subsequently sold 70%
      of
      our ownership interests of Source Scientific, LLC to Mr. Richard Henson and
      Mr. Bruce A. Sargeant pursuant to a purchase agreement (the “Source
      Scientific Agreement”). As a result of the sale of 70% of our ownership
      interests, Mr. Henson and Mr. Sargeant each owned 35% and we owned the
      remaining 30% of Source Scientific, LLC. Under the Source Scientific Agreement,
      we received notes receivable in the aggregate amount of $900,000 (the “Notes”)
      payable at the end of three years bearing 8% interest. The Source Scientific
      Agreement offered Mr. Henson and Mr. Sargeant the option (“the
      Option”) to purchase our 30% ownership interest in Source Scientific, LLC until
      May 31, 2007, at an escalating premium (10-50%) over our initial ownership
      value, provided that they first paid off the Notes in their
      entirety.





On
      May
      29, 2007, we executed a consent agreement with Mr. Henson and Mr. Sargeant,
      Source Scientific LLC and BIT Analytical Instruments, Inc. (“the Consent
      Agreement”) pursuant to which the Notes were repaid in full in the aggregate
      amount of $1,201,534 in principal and interest, and Mr. Henson and Mr. Sargeant
      exercised their Option (through BIT Analytical Instruments, Inc.) to purchase
      our remaining 30% ownership interest in Source Scientific, LLC for an aggregate
      price of $578,573. As a result of these transactions we no longer retain any
      direct or indirect ownership interest in Source Scientific, LLC.





The
      execution of these transactions, and receipt of the funds, triggered our
      recognition of a gain on the sale of assets related to discontinued operations
      of $1,534,476, net of income taxes of $218,060, during the three months ended
      June 30, 2007.




During
      the three and six months ended June 30, 2007, total purchases from Source
      Scientific, LLC by us amounted to $289,754 and $389,983, respectively. These
      purchases were for services in connection with the design and manufacture of
      our
      Barocycler instrumentation. All of our purchases from Source Scientific, LLC
      are
      paid through our normal accounts payable process. As of June 30, 2007, we had
      accounts payable to Source Scientific, LLC of $113,045 and deposits receivable
      of $216,000.





**6)**
            **Inventories**





Inventories
      represented are comprised of Barocycler instruments, PULSE Tubes, and purchased
      sub-components to be used in the manufacture of Barocycler instruments. As
      of
      June 30, 2007 and December 31, 2006, inventories were comprised as follows:




June
                  30,
              
              December
                  31,2007
              
              2006Raw
                  materials
              
              $
              22,024
              
              $
              3,158Finished
                  goods
              
              
              216,807
              
              
              16,500Total
              
              $
              238,831
              
              $
              19,658





**7)**
            **Commitments**




11




**PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**




*Royalty
      Commitments*




In
      1998,
      we acquired all of the remaining outstanding common stock of BioSeq, Inc.,
      a development-stage company involved with PCT. In accordance with the provisions
      of a technology transfer agreement assumed in the transaction, we are obligated
      to pay a 5% royalty on net sales until March 2016. For purposes of the
      royalty calculation, net sales include the revenues related to Barocycler units
      sold or leased as well as PULSETM Tube revenue. The royalty obligation that we
      accrued for the three and six months ended June 30, 2007 was $6,403 and $8,503,
      respectively. The royalty obligation that we accrued and paid for the three
      and
      six months ended June 30, 2006 was $1,392 and $3,892, respectively.





*Operating
      Leases*




On
      April
      9, 2007, we extended our sub-lease agreement with Proteome Systems, Inc.,
      pursuant to which we have agreed to lease approximately 650 sq. feet of
      laboratory space plus 100 sq. feet of office space from Proteome Systems in
      Woburn, Massachusetts. The lease period was extended through August 31, 2007
      and
      the monthly rent was increased to $3,200 for the use of these facilities. After
      August 31, 2007 the lease will continue through the end of 2007 on a
      month-to-month basis.





On
      June
      1, 2006, we entered into a lease agreement with Scheer Partners and the Maryland
      Economic Development Corporation, pursuant to which we have agreed to lease
      laboratory and office space in Rockville, Maryland. The lease period expired
      on
      May 31, 2007, and is currently on a month-to-month basis. We will pay $2,600
      per
      month for the use of these facilities.





*Purchase
      Commitments*





In
      March
      2007, we executed a purchase order with Source Scientific, LLC under which
      we
      agreed to purchase 20 Barocycler NEP3229 units and nine demonstration (NEP2320)
      units to be used by our sales force in 2007. This purchase order is in addition
      to the 20 units on order under the previously placed purchase order (April
      2006)
      with Source Scientific. In connection with each of these purchase orders, we
      submitted a deposit to Source Scientific, LLC for $200,000. In accordance with
      the terms of these purchase orders, we expect that the units will be completed
      during 2007. We will be billed for the complete cost of each unit as it is
      completed, net of the deposit we placed for each instrument. Finished goods
      will
      stay at Source Scientific, LLC for shipment directly to our customers. As of
      June 30, 2007, Source Scientific completed and billed us for 18 units under
      the
      first purchase order.





In
      June
      2007, we executed a purchase order with Source Scientific, LLC under which
      we
      agreed to purchase 40 Barocycler NEP2320 units. In connection with this purchase
      order we submitted a deposit, in July, 2007 for $140,000. In accordance with
      the
      terms of this purchase order, we expect that the units will be completed during
      2007 and early 2008. We will be billed for the complete cost of each unit as
      it
      is completed, net of the deposit we placed for each instrument. Finished goods
      will stay at Source Scientific, LLC for shipment directly to our customers.
      As
      of June 30, 2007 we have not been billed for any of these units.





**8)**
            **Stockholders’
                Equity**





*Stock
      Options*





On
      September 16, 2005, our stockholders approved our 2005 Equity Incentive Plan
      (the “Plan”) pursuant to which an aggregate of 1,000,000 shares of common stock
      were reserved for the issuance upon exercise of stock options or other equity
      awards made under the Plan. Under the Plan, our board of directors has authority
      to grant stock options or other equity awards to employees, officers, directors,
      consultants, and advisors. As of June 30, 2007, there were 806,000 stock options
      granted and outstanding under the Plan and 194,000 shares available for future
      grants.




12




**PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**


We
      also
      have 244,000 stock options outstanding under our 1999 Non-Qualified Plan and
      9,500 stock options outstanding under our 1994 Incentive Stock Option Plan.
      As
      of June 30, 2007, there were 4,800 shares available for future grant under
      the
      1999 Non-Qualified Plan. The 1994 Incentive Stock Option Plan has expired;
      therefore, there are no shares available for future grants under this
      plan.





The
      following tables summarize information concerning options outstanding and
      exercisable as of June 30, 2007:


Stock
                  OptionsWeighted
              
              
              
              WeightedAverage
                  price
              
              
              
              Average
                  priceShares
              
              per
                  share
              
              Exercisable
              
              per
                  shareBalance
                  outstanding, 12/31/2006
              
              
              945,500
              
              
              $3.32
              
              
              524,000
              
              
              $3.17Granted
              
              
              134,000
              
              
              3.83Exercised
              
              
              -Expired
              
              
              -Forfeited
              
              
              (20,000
              )
              
              3.51Balance
                  outstanding, 6/30/2007
              
              
              1,059,500
              
              
              $3.38
              
              
              666,833
              
              
              $3.22








Options
                  Outstanding
              
              Options
                  ExercisableWeighted
                  Average
              
              
              
              Weighted
                  AverageRange
                  of Exercise
                Prices
              
              Number
                  of Options
              
              Remaining
                  Contractual
                Life
              
              Exercise
                Price
              
              Number
                  of Options
              
              Remaining
                  Contractual
                Life
              
              Exercise
                  Price$
              2.50
              
              
              -
              
              $
              2.70
              
              
              159,000
              
              
              5.2
              
              
              $2.64
              
              
              159,000
              
              
              5.2
              
              
              $2.642.71
              
              
              -
              
              
              3.08
              
              
              343,000
              
              
              7.2
              
              
              2.96
              
              
              276,333
              
              
              7.0
              
              
              2.973.09
              
              
              -
              
              
              3.95
              
              
              394,500
              
              
              8.8
              
              
              3.71
              
              
              104,500
              
              
              8.4
              
              
              3.763.96
              
              
              -
              
              
              5.44
              
              
              163,000
              
              
              8.7
              
              
              4.19
              
              
              127,000
              
              
              8.4
              
              
              4.05$
              2.50
              
              
              -
              
              $
              5.44
              
              
              1,059,500
              
              
              7.7
              
              
              $3.38
              
              
              666,833
              
              
              7.0
              
              
              $3.22




The
      aggregate intrinsic value of options outstanding as of June 30, 2007 was
      $1,557,465. The aggregate intrinsic value of options exercisable as of June
      30,
      2007 was $1,086,938.




13




**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





***SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS***





*This
      Quarterly Report on Form 10-QSB contains forward-looking statements within
      the
      meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934.  In some cases, forward-looking statements
      are identified by terms such as “may”, “will”, “should”, “could”, “would”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “projects”,
“predicts”, “potential”, and similar expressions intended to identify
      forward-looking statements. Such statements include, without limitation,
      statements regarding:*





*-
                our plans and expectations with respect to our pressure cycling technology
                (PCT) operations;**-
                potential growth in the market for our PCT
                products;**-
                market acceptance and the potential for commercial success of our
                PCT
                products;**-
                our belief that PCT provides a superior solution for sample
                preparation;**-
                the potential applications for PCT;**-
                our plans to expand our domestic sales force and our foreign distribution
                network;**-
                the potential results of our experiments funded with SBIR Phase I
                grants;**-
                our belief that we have sufficient liquidity to finance operations
                based
                upon current projections;**-
                our expectations as to future gross profit;*
              *-
                our intention to add research and development personnel to our staff
                and
                the potential impact that such staff may have on our efforts to develop
                and commercialize PCT;*
              *-
                our expectations regarding our expenses, financial results, and certain
                accounting and tax matters;*
              *-
                our reliance on Source Scientific, LLC as a supplier of our PCT
                instrumentation and certain engineering expertise for future product
                development;**-
                the amount of cash necessary to operate our
                business;**-
                our ability to raise additional capital when and if
                needed;**-
                general economic conditions; and**-
                the anticipated future financial performance and business operations
                of
                our Company.*





*These
      forward-looking statements are only predictions and involve known and unknown
      risks, uncertainties, and other factors that may cause our actual results,
      levels of activity, performance, or achievements to be materially different
      from
      any future results, levels of activity, performance, or achievements expressed
      or implied by such forward-looking statements. Also, these forward-looking
      statements represent our estimates and assumptions only as of the date of this
      Report.  Except as otherwise required by law, we expressly disclaim any
      obligation or undertaking to release publicly any updates or revisions to any
      forward-looking statement contained in this Report to reflect any change in
      our
      expectations or any change in events, conditions, or circumstances on which
      any
      of our forward-looking statements are based or to conform to actual
      results.  Factors that could cause or contribute to differences in our
      future financial results include those discussed in the risk factors set forth
      in Item 6 of our Annual Report on Form 10-KSB for the year ended December 31,
      2006, as well as those discussed elsewhere in this Report. We qualify all of
      our
      forward-looking statements by these cautionary statements.*





*You
      should read this section in combination with the section entitled Management’s
      Discussion and Analysis or Plan of Operation for the year ended
      December 31, 2006 included in our Annual Report on Form 10-KSB for the year
      ended December 31, 2006.*




14


**OVERVIEW**





We
      are a
      life sciences company focused on the development and commercialization of a
      novel, enabling, platform technology called Pressure Cycling Technology (“PCT”).
      PCT uses cycles of hydrostatic pressure between ambient and ultra-high levels
      (up to 35,000 psi and greater), often at controlled temperatures, to rapidly
      and
      repeatedly control the interactions of bio-molecules.





Our
      instrument, the Barocycler, and our disposable processing vials, PULSE (Pressure
      Used to Lyse Samples for Extraction) Tubes, together make up the PCT Sample
      Preparation System (“PCT SPS”).





Our
      pressure cycling technology employs a unique approach that has the potential
      for
      broad applications in a number of established and emerging life sciences areas,
      including;





-
            sample
                preparation for genomic, proteomic and small molecule
                studies;-
            control
                of chemical (particularly enzymatic) reactions;-
            protein
                purification;-
            pathogen
                inactivation;-
            immunodiagnostics;-
            DNA
                sequencing; and-
            food
                safety.





Since
      we
      began significant operations as Pressure BioSciences in February 2005, we have
      been focusing substantially all of our research and development and
      commercialization efforts on sample preparation for genomic, proteomic, and
      small molecule studies.





On
      March
      27, 2007, we announced our 2007 PCT Product Line commercialization plan. Since
      that time we have taken a number of important steps that not only support our
      commercialization plan but also position our company to drive toward successful
      achievement of our long-term objectives. Selected milestones are illustrated
      below:





-
            The
                unveiling of the Barocycler NEP2320, a smaller, more compact version
                of
                our Barocycler NEP3229. The NEP2320 was initially developed as a
                demonstration unit for our sales staff; however, favorable market
                feedback
                prompted us to launch this instrument as a separate product for sale.
                We
                subsequently placed an order for 40 NEP2320 units to be delivered
                in late
                2007 and early 2008.





-
            Receipt
                of approval to CE Mark our Barocycler NEP3229 instrument. The CE
                Mark on
                our instrumentation is an important step towards our plan to launch
                the
                PCT product line in Europe and other geographic regions in 2008.





-
            Completion
                of the divestiture of Source Scientific, LLC and the receipt of $1,780,071
                as payment in full for all of our ownership interests in the company.





-
            Development
                of a novel, potentially revolutionary method for the safe, rapid,
                efficient, and reproducible extraction of proteins from lipid-rich
                samples, including adipose and brain tissues, organelles, and membrane
                preparations, without the use of potentially harmful detergents.
                This
                patent-pending method combines the use of our pressure cycling technology
                with certain organic solvents.





-
            The
                launch of our first pressure cycling technology (PCT)-dependent
                research-use only kit, ProteoSolveLRS,
                which is intended to help the thousands of scientists worldwide working
                in
                the fields of obesity and obesity-related diseases who have the difficult
                task of extracting proteins from lipid-rich samples.





If
      we are
      successful commercializing our technology in the sample preparation market,
      we
      believe that our financial results will be positively effected by a combination
      of the sale and lease of our Barocycler instruments and a recurring revenue
      stream from the sale of our disposable products such as PULSE Tubes and
      ProteoSolve LRS kits.




15




We
      also
      derive revenues from Small Business Innovation Research (“SBIR”) grants awarded
      to us by the National Institutes of Health. In September 2006, and in March
      2007, we received SBIR Phase I grants in the aggregate amount of $300,000.
      These
      grants are funding experiments to demonstrate the feasibility of using pressure
      cycling technology in various contexts. If our work in SBIR Phase 1 grants
      is
      successful, then we will have the opportunity to apply for larger Phase II
      grants. Additionally, if our work with the SBIR Phase I grants is successful,
      the generation of data and the subsequent publication of application notes
      in
      specific areas of research should further support our commercialization
      efforts.





Another
      source of revenue is derived from the sale of extended service contracts on
      our
      instrumentation. These extended service contracts allow a customer who purchases
      a Barocycler NEP3229, or an NEP2320, to receive on-site scheduled preventative
      maintenance, on-site repair and replacement of all worn or defective component
      parts, and telephone support, all at no incremental cost for the life of the
      service contract.







**RESULTS
      OF OPERATIONS**




**THREE
      MONTHS ENDED JUNE 30, 2007 AND 2006**




*Revenue*




We
      recognized revenue of $202,127 for the three months ended June 30, 2007, as
      compared to $28,783 for the three months ended June 2006.





Revenue
      from the sale of PCT products and services was $136,355 for the three months
      ended June 30, 2007 as compared to $28,783 for the same period in the prior
      year. The increase in revenue from PCT products and services was the result
      of
      the sale of four Barocycler NEP3229 instruments in the second quarter of 2007
      versus one instrument in the second quarter of 2006. Also contributing to this
      increase in revenue was an increase in the number of PULSE Tubes sold, rental
      revenue from Barocycler instruments under lease, and the recognition of extended
      service contract revenue.





During
      the second quarter of 2007 we recorded $65,772 of grant revenue. The majority
      of
      this revenue was billed pursuant to our SBIR Phase 1 grant for the extraction
      and subsequent study of organelles. A small amount of this revenue was billed
      pursuant to our second SBIR Phase 1 grant, for the simultaneous extraction
      and
      purification of nucleic acids by PCT, as we recently began working on this
      grant. During 2006 we did not record any grant revenue.





*Cost
      of PCT Products and Services*




The
      cost
      of PCT products and services was $57,629 for the three months ended June 30,
      2007 compared to $47,104 for the comparable period in 2006. The increase in
      cost
      of PCT products and services is due to the increase in sales of PCT products
      and
      services. The favorable shift in our cost of PCT products and services relative
      to our revenue from the sale of PCT products and services was due in part to
      a
      decrease in the actual cost to manufacture our Barocycler NEP3229, as well
      as
      the fact that we now account for the majority of our technical services
      departmental costs as part of selling and marketing to reflect the shift in
      departmental activities.




Included
      in the cost of PCT products and services for the three months ended June 30,
      2007 is $367 non-cash, stock-based compensation expense that we recognized
      in
      accordance with SFAS 123R. The same period in the prior year included $2,620
      of
      non-cash, stock-based compensation expense associated with SFAS
      123R.





*Research
      and Development*




Research
      and development expenditures increased to $538,015 in the second quarter of
      2007
      as compared to $401,500 in the same period in 2006. This increase in research
      and development expense was due primarily to the planned expansion of our
      research and development staff and an increase in the number of scientific
      projects our staff is managing within our own laboratories. This increase in
      headcount and project spending is consistent with our strategy to continue
      to
      evaluate and potentially offer new applications of PCT within the life sciences’
sample preparation field. Also contributing to the increased research and
      development spending are significant expenditures in engineering to support
      our
      development of a full production ready lot of Barocycler NEP2320 instruments.




16




Research
      and development expense recognized in the second quarter of 2007 and 2006
      included $14,934 and $43,991, respectively, of non-cash, stock-based
      compensation expense associated with SFAS 123R. We expect non-cash, stock-based
      compensation expense charged to research and development to increase in future
      periods as we continue to hire additional scientific personnel.





Consistent
      with our strategy, we plan to continue to add research and development personnel
      to our staff. We believe that expanding the number and the scope of research
      and
      development projects being performed by our internal staff, and by our
      collaborators, will have a direct effect on the number of application notes
      developed and published by our own researchers, and by our collaboration
      partners. Furthermore, we believe that continued publications of application
      notes will have a direct impact on our ability to successfully commercialize
      PCT. The announcement we made in June, 2007 about our discovery of a process
      to
      extract proteins from lipid-rich samples, without the use of potentially harmful
      detergents, is one example of how our increasing investment in research and
      development is expanding the potential applications of PCT.




*Selling
      and Marketing*




Selling
      and marketing expenses increased to $350,823 for the three months ended June
      30,
      2007 from $128,005 for the comparable period in 2006. This increase was the
      result of our growth from two selling and marketing employees in the second
      quarter of 2006 to four in the second quarter of 2007. In addition to increasing
      our staff, we have also increased our spending on several marketing programs
      to
      support our commercialization efforts.





During
      the second quarter of 2007 and 2006, selling and marketing expense included
      $3,498 and $11,761, respectively, of non-cash, stock-based compensation expense
      in accordance with the provisions of SFAS 123R. We expect SFAS 123R expense
      to
      increase in future quarters as we continue to hire our domestic sales force
      and
      award stock options to these employees.




We
      expect
      to continue to increase our spending on selling and marketing activities for
      the
      remainder of 2007 in order to drive toward successful commercialization of
      PCT.
      Our commercialization plan stated that we intended to have five domestic sales
      directors on staff by the June 30, 2007. As of June 30, 2007 we had two on
      staff; however, the process of finding and interviewing top-level applicants
      is
      underway, and we expect to hire an additional three sales directors during
      the
      third quarter. We also plan to continue our expansion of our advertising and
      marketing programs to further raise awareness of PCT within the scientific
      community.




*General
      and Administrative*




General
      and administrative costs totaled $624,462 for the three months ended June 30,
      2007, as compared to $595,481 for the comparable period in 2006. Our general
      and
      administrative costs for 2007 included $22,039 of SFAS 123R expense as compared
      to $185,583 in the second quarter of 2006. This decrease in SFAS 123R expense
      was due primarily to the decision by the Board of Directors to not award
      themselves their annual stock options during 2007. The stock options awarded
      to
      the Board of Directors during the second quarter of 2006 resulted in the
      recognition of $153,633 of SFAS 123R expense as compared to $0 in the second
      quarter of 2007. Excluding stock option expense, general and administrative
      costs increased due to expenses incurred in connection with patent legal
      expense, Sarbanes-Oxley compliance and our investor relations program.





We
      expect
      that general and administrative spending for the rest of 2007 will be slightly
      higher on a quarterly basis than in the current quarter. These increases will
      be
      driven primarily by patent legal expense, Sarbanes-Oxley compliance and our
      investor relations program.





*Operating
      Loss from Continuing Operations*




17




Our
      operating loss from continuing operations was $1,368,802 for the three months
      ended June 30, 2007 as compared to an operating loss from continuing operations
      of $1,143,307 for the comparable period in 2006. The increase in operating
      loss
      from continuing operations was primarily the result of increases in activities
      within our research and development, selling and marketing, and general and
      administrative functions, partially offset by our increase in revenue and a
      decrease non-cash, stock-based compensation expense associated with SFAS
      123R.





The
      operating loss from continuing operations for the three months ended June 30,
      2007 included $40,838 of non-cash, stock-based compensation charges recognized
      in accordance with SFAS 123R. The same period for 2006 included $243,955 of
      SFAS
      123R expense.




We
      plan
      to continue to increase our level of activity in all areas of our business,
      particularly selling and marketing and research and development, for the
      remainder of 2007. Consequently we expect our operating loss from continuing
      operations for 2007 to exceed that of 2006.




*Realized
      Gain on Sale of Securities*




In
      the
      three months ended June 30, 2007, we sold 352,934 shares of Panacos
      Pharmaceuticals and realized a gain on securities sold of $1,301,247. During
      the
      same period in 2006 we did not sell any shares of Panacos Pharmaceuticals common
      stock. As of June 30, 2007 we sold all of our shares of Panacos Pharmaceuticals
      and have invested the cash generated in high-quality, liquid securities for
      use
      in the development and commercialization of pressure cycling
      technology.




*Interest
      Income*




Interest
      income totaled $80,482 for the three months ended June 30, 2007 as compared
      to
      interest income of $109,287 in the prior year period. The prior year period
      included approximately $25,000 of interest income from the CEO in connection
      with his loan from the Company. This note was satisfied in December 2006. Aside
      from the interest earned on the note receivable, the Company earned
      approximately the same interest income during the second quarter of 2007 as
      it
      earned in the second quarter of 2006.




*Income
      Taxes from Continuing Operations*




In
      the
      quarter ended June 30, 2007, we recorded an income tax benefit from continuing
      operations of $3,516. During the same period in 2006, we recorded a benefit
      of
      $219,759. We expect to record a total benefit of approximately $250,000 during
      2007, due to our Federal Income Tax carry-back position. This amount is less
      than that recorded during 2006 because we have a smaller Federal Income Tax
      carry-back position available to us this year than we did in the previous year.




*Gain
      on Sale of Net Assets Related to Discontinued Operations*





During
      the second quarter of 2007 we realized a gain, net of income taxes of $218,060,
      from the sale of Source Scientific, LLC of $1,534,476. We recorded this gain
      in
      connection with the receipt on May 29, 2007 of $1,780,071 from Mr. Richard
      W.
      Henson and Mr. Bruce A. Sargeant, the principals of Source Scientific, LLC,
      as
      full payment for their purchase of our remaining interest in that
      business.





*Net
      Income (loss)*





During
      the second quarter of 2007 we recorded net income of $1,550,919 as compared
      to
      net loss of $814,261 in the second quarter of 2006. This swing to profitability
      was due entirely to the gain on sale of Panacos Pharmaceuticals common stock
      of
      $1,301,247 and the gain on sale of net assets related to discontinued operations
      of $1,534,476. Excluding these non-recurring items, we would have recorded
      a net
      loss in the second quarter of 2007 higher than the net loss recorded in the
      same
      period in 2006. This increasing loss is consistent with our plan to continue
      to
      increase our investment in selling and marketing and research and development
      activities in order to drive the commercial acceptance and scientific expansion
      of PCT.





**SIX
      MONTHS ENDED JUNE 30, 2007 AND 2006**




18




*Revenue*




We
      recognized revenue of $333,748 for the six months ended June 30, 2007, as
      compared to $82,197 for the six months ended June 2006.





Revenue
      from the sale of PCT products and services was $174,297 for the six months
      ended
      June 30, 2007 as compared to $82,197 for the same period in the prior year.
      The
      increase in revenue from PCT products and services was primarily the result
      of
      the sale of five Barocycler NEP3229 instruments in the first half of 2007 versus
      two in the first half of 2006. Also contributing to the increase in revenue
      from
      PCT products and services is the increase in the number of PULSE Tubes sold
      and
      rental revenue from Barocycler instruments under lease.





During
      the first half of 2007, we recorded $159,451 of grant revenue. The majority
      of
      this revenue was billed pursuant to our SBIR Phase 1 grant for the extraction
      and subsequent study of organelles. A small amount of this revenue was billed
      pursuant to our second SBIR Phase 1 grant, for the simultaneous extraction
      and
      purification of nucleic acids by PCT, as we recently began working on this
      grant. During 2006 we did not record any grant revenue.





*Cost
      of PCT Products and Services*




The
      cost
      of PCT products and services was $89,282 for the six months ended June 30,
      2007
      compared to $98,650 for the comparable period in 2006. The decrease in cost
      of
      PCT products and services, despite an increase in the sale of PCT products
      and
      services, was due to our ability to reduce the manufacturing cost of our
      Barocycler NEP3229, and the fact that we now account for the majority of our
      technical services departmental costs as part of selling and marketing to
      reflect the shift in departmental activities.




Included
      in the cost of PCT products and services for the six months ended June 30,
      2007
      was $2,987 non-cash, stock-based compensation expense that we recognized in
      accordance with SFAS 123R. The same period in the prior year included $4,714
      of
      compensation expense associated with SFAS 123R.





*Research
      and Development*




Research
      and development expenditures increased to $999,547 in the first half of 2007
      as
      compared to $660,319 in the same period in 2006. This increase in research
      and
      development expense was due primarily to our growth in research and development
      staff and to an increased number of scientific projects that our staff is
      managing within our own laboratories. This increase in headcount and project
      spending is consistent with our strategy to continue to evaluate and potentially
      offer new applications of PCT within the life sciences’ sample preparation
      field. Also contributing to the increase in research and development spending
      was a significant investment in engineering services to fully develop a
      production ready Barocycler NEP2320.





Research
      and development expense recognized in the first half of 2007 and 2006 included
      $64,428 and $65,616, respectively, of non-cash, stock-based compensation expense
      associated with SFAS 123R. We expect non-cash, stock-based compensation expense
      charged to research and development to increase in future periods as we continue
      to hire additional scientific personnel.





Consistent
      with our strategy, we plan to continue to add research and development personnel
      to our staff. We believe that expanding the number and the scope of research
      and
      development projects being performed by our internal staff, and by our
      collaborators, will have a direct effect on the number of application notes
      developed and published by our own researchers, and by our collaboration
      partners. Furthermore, we believe that continued publications of application
      notes will have a direct impact on our ability to successfully commercialize
      PCT. The announcement we made in June, 2007 about our discovery of a process
      to
      extract proteins from lipid-rich samples, without the use of potentially harmful
      detergents, is one example of how our increased investment in research and
      development is expanding the potential applications of PCT.




*Selling
      and Marketing*




19




Selling
      and marketing expenses increased to $607,354 for the six months ended June
      30,
      2007 from $195,384 for the comparable period in 2006. This increase was the
      result of our growth from two selling and marketing employees in the first
      half
      of 2006 to four in the first half of 2007. In addition to increasing our staff,
      we have also increased our spending on several marketing programs to support
      our
      commercialization plan.





During
      the second quarter of 2007 and 2006, selling and marketing expense included
      $19,492 and $20,499, respectively, of non-cash, stock-based compensation expense
      in accordance with the provisions of SFAS 123R. We expect SFAS 123R expense
      to
      increase in future quarters as we continue to hire our domestic sales force
      and
      award stock options to these employees.




We
      expect
      to continue our increased focus on selling and marketing activities for the
      remainder of 2007 to drive our commercialization plan. Our commercialization
      plan stated that we intended to have five domestic sales directors on staff
      by
      June 30, 2007. As of June 30, 2007 we had two on staff; however, the process
      of
      finding and interviewing top-level applicants is underway, and we now expect
      to
      hire an additional three sales staff during the third quarter. We also plan
      to
      continue our expansion of our advertising and marketing programs to further
      raise awareness of PCT within the scientific community.





*General
      and Administrative*




General
      and administrative costs totaled $1,105,544 for the six months ended June 30,
      2007, as compared to $1,285,107 for the comparable period in 2006. The decrease
      in general and administrative costs recognized during the first half of 2007
      as
      compared to the first half of 2006 is due to a decrease in SFAS 123R expense
      of
      $290,895 from $356,581 in 2006 to $65,686 in 2007. We recorded less SFAS 123R
      expense in 2007 than in 2006 primarily because the Board of Directors decided
      to
      not award themselves their annual stock options during 2007. This decrease
      in
      SFAS 123R expense was partially offset by an increase in general and
      administrative spending, particularly in the areas of patent legal,
      Sarbanes-Oxley compliance and investor relations.





We
      expect
      that general and administrative spending for the rest of 2007 will be slightly
      higher than in the first half of 2007. These increases will be driven primarily
      by patent legal expense, Sarbanes-Oxley compliance and our investor relations
      program.





*Operating
      Loss from Continuing Operations*




Our
      operating loss from continuing operations was $2,467,979 for the six months
      ended June 30, 2007 as compared to an operating loss from continuing operations
      of $2,157,263 for the first six months of 2006. The increase in operating loss
      from continuing operations was primarily the result of increases in activities
      within our research and development and selling and marketing functions,
      partially offset by our increase in revenue and a decrease in general and
      administrative expense and non-cash, stock-based compensation expense associated
      with SFAS 123R.





The
      operating loss from continuing operations for the six months ended June 30,
      2007
      included $152,593 of non-cash, stock-based compensation charges recognized
      in
      accordance with SFAS 123R. The same period for 2006 included $447,410 of SFAS
      123R expense.




We
      plan
      to continue to increase our level of activity in all areas of our business,
      particularly selling and marketing and research and development, for the
      remainder of 2007. Consequently, we expect our operating loss from continuing
      operations for 2007 to exceed that of 2006.





*Realized
      Gain on Sale of Securities*




In
      the
      six months ended June 30, 2007, we sold 513,934 shares of Panacos
      Pharmaceuticals and realized a gain on securities sold of $2,028,720. During
      the
      same period in 2006, we sold 57,900 shares of Panacos Pharmaceuticals and
      realized a gain on securities sold of $517,938. As of June 30, 2007 we had
      sold
      all of our shares of Panacos Pharmaceuticals and have invested the proceeds
      in
      high-quality, liquid securities for use in the development and commercialization
      of pressure cycling technology.




20




*Interest
      Income*




Interest
      income totaled $152,084 for the six months ended June 30, 2007 as compared
      to
      interest income of $217,792 in the prior year period. The prior year period
      included approximately $50,000 of interest income from the CEO in connection
      with his loan from the Company. This note was satisfied in December, 2006.
      Aside
      from the interest earned on the note receivable, we earned less interest income
      during the first half of 2007 than in 2006; this decrease in interest income
      was
      due to a lower average cash balance, partially offset by higher interest rates.




*Income
      Taxes from Continuing Operations*




In
      the
      six months ended June 30, 2007, we recorded a tax benefit from continuing
      operations of $44,035. During the same period in 2006, we recorded a benefit
      of
      $297,237. We expect to record a total benefit of approximately $250,000 during
      2007, due to our Federal Income Tax carry-back position. This amount is less
      than that recorded during 2006 because we have a smaller Federal Income Tax
      carry-back position available to us this year than we did in the previous
      year.




*Gain
      on Sale of Net Assets Related to Discontinued Operations*





During
      the first half of 2007 we realized a gain on the sale of Source Scientific,
      LLC
      of $1,155,973. This gain is comprised of the $378,503 charge that we recorded
      in
      the first quarter of 2007 under the provisions of SAB Topic 5E and the gain
      of
      $1,534,476, net of income taxes of $218,060, that we recorded during the second
      quarter of 2007. We recorded this gain in connection with the receipt on May
      29,
      2007 of $1,780,071 from Mr. Richard W. Henson and Mr. Bruce A. Sargeant, the
      principals of Source Scientific, LLC, as full payment for their purchase of
      our
      remaining interest in that business.





*Net
      Income (loss)*




For
      the
      six months ended June 30, 2007, we recorded net income of $912,833 compared
      to a
      net loss of $1,124,296 for the same period in 2006. This swing to profitability
      was due entirely to the gain of $2,028,720 from the sale of our remaining shares
      of Panacos Pharmaceuticals common stock and from the recognition of a $1,155,973
      gain on the sale of net assets related to discontinued operations of Source
      Scientific, LLC. Excluding these non-recurring items, we would have recorded
      a
      loss in the first half of 2007 higher than that recorded during the same period
      in 2006. This increase in loss is consistent with our plans to continue to
      increase our investment in selling and marketing and research and development
      in
      order to drive the commercialization and scientific expansion of
      PCT.




**LIQUIDITY
      AND FINANCIAL CONDITION**




As
      of
      June 30, 2007, our working capital position was $7,213,872, the primary
      components of which were cash and cash equivalents, accounts receivable,
      inventory, income taxes receivable, and prepaid expenses and deposits, partially
      offset by accounts payable, accrued employee compensation, other accrued
      expenses, and accrued income taxes. As of December 31, 2006, our working capital
      balance was $5,770,086, the primary components of which were cash and cash
      equivalents, income taxes receivable and prepaid expenses and deposits. The
      increase in working capital of $1,443,786 was the result the receipt of
      $1,780,071 from the sale of Source Scientific, LLC, and the receipt of
      $2,033,397 from the sale of 513,934 shares of Panacos Pharmaceuticals common
      stock, partially offset by our operating losses incurred during the first half
      of 2007. We expect to continue to fund our operating losses from our working
      capital balance. We believe that we have sufficient cash and working capital
      to
      fund our operations into late 2008.




Net
      cash
      used in continuing operations for the six months ended June 30, 2007 was
      $2,257,869 as compared to net cash used in continuing operations of $1,238,911
      for the six months ended June 30, 2006.




21




Net
      cash
      provided by investing activities for the six months ended June 30, 2007 was
      $1,946,190 as compared to cash provided of $508,159 for the same period in
      the
      prior year. The cash generated in the first half of 2007 was from the sale
      of
      our remaining 513,934 shares of Panacos Pharmaceuticals common stock, partially
      offset by purchases of fixed assets of approximately $87,000. The cash generated
      in the same period in 2006 was entirely from the sale of 57,900 shares of
      Panacos common stock, also partially offset by purchases of fixed assets. We
      expect that our investment in fixed assets will increase in future quarters
      as
      we continue to increase our staff and operating facilities.





Net
      cash
      provided by financing activities in 2006 was the result of cash received for
      the
      exercise of stock options by one of our independent directors. There was no
      cash
      provided by financing activities during 2007.





Net
      cash
      provided by discontinued operations during 2007 of $1,780,071 was due to the
      completion of the divestiture of Source Scientific, LLC. During the same period
      in 2006 we received cash from discontinued operations of $1,116,160. This amount
      was due entirely to the receipt of the final escrow payment in connection with
      the 2004 sale of the Boston Biomedica, Inc., businesses to SeraCare Life
      Sciences, Inc.




**COMMITMENTS**




*Royalty
      Commitments*




In
      1998,
      we acquired all the remaining outstanding common stock of BioSeq, Inc., a
      development-stage company involved with PCT. In accordance with the provisions
      of a technology transfer agreement assumed in the transaction, we are obligated
      to pay a 5% royalty on net sales until March 2016. For purposes of the
      royalty calculation, net sales include the revenues related to units sold or
      leased as well as PULSETM Tube revenue. The royalty obligation that we accrued
      for the three and six months ended June 30, 2007 was approximately $6,403 and
      $8,503, respectively. The royalty obligation that we accrued and paid for the
      three and six months ended June 30, 2006 was $1,392 and $3,892,
      respectively.





*Operating
      Leases*




On
      April
      9, 2007, we extended our sub-lease agreement with Proteome Systems, Inc.,
      pursuant to which we have agreed to lease approximately 650 sq. feet of
      laboratory space plus 100 sq. feet of office space from Proteome Systems in
      Woburn, Massachusetts. The lease period was extended through August 31, 2007
      and
      the monthly rent was increased to $3,200 for the use of these facilities. After
      August 31, 2007 the lease will continue through the end of 2007 on a
      month-to-month basis.





On
      June
      1, 2006, we entered into a lease agreement with Scheer Partners and the Maryland
      Economic Development Corporation, pursuant to which we have agreed to lease
      laboratory and office space in Rockville, Maryland. The lease period expired
      on
      May 31, 2007, and is currently on a month-to-month basis. We will pay $2,600
      per
      month for the use of these facilities.





*Purchase
      Commitments*





In
      March
      2007, we executed a purchase order with Source Scientific, LLC under which
      we
      agreed to purchase 20 Barocycler NEP3229 units and nine demonstration (NEP2320)
      units to be used by our sales force in 2007. This purchase order is in addition
      to the 20 units on order under the previously placed purchase order (April
      2006)
      with Source Scientific, LLC. In connection with each of these purchase orders,
      we submitted a deposit to Source Scientific, LLC for $200,000. In accordance
      with the terms of these purchase orders, we expect that the units will be
      completed during 2007. We will be billed for the complete cost of each unit
      as
      it is completed, net of the deposit we placed for each instrument. Finished
      goods will stay at Source Scientific, LLC for shipment directly to our
      customers. As of June 30, 2007, Source Scientific, LLC completed and billed
      us
      for 11 units under the first purchase order.




22




In
      June
      2007, we executed a purchase order with Source Scientific, LLC under which
      we
      agreed to purchase 40 Barocycler NEP2320 units. In connection with this purchase
      order we submitted a deposit, in July, 2007 for $140,000. In accordance with
      the
      terms of this purchase order, we expect that the units will be completed during
      2007 and early 2008. We will be billed for the complete cost of each unit as
      it
      is completed, net of the deposit we placed for each instrument. Finished goods
      will stay at Source Scientific, LLC for shipment directly to our customers.
      As
      of June 30, 2007 we have not been billed for any of these units.




**RECENT
      ACCOUNTING STANDARDS**





*Fair
      Value Measurements*





In
      September 2006, FASB issued SFAS 157,*“Fair
      Value Measurements”*.
      SFAS
      No. 157 establishes a formal framework for measuring fair value under GAAP
      and
      expands on disclosure of fair value measurements. Although SFAS No. 157 applies
      to and amends the provisions of existing FASB and AICPA pronouncements, it
      does
      not, of itself, require any new fair value measurements, nor does it establish
      valuation standards. SFAS No. 157 applies to all other accounting pronouncements
      requiring or permitting fair value measurements, except for: SFAS No. 123R,
      share based payment and related pronouncements, the practicability exceptions
      to
      fair value determinations allowed by various other authoritative pronouncements,
      and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue
      recognition. This statement is effective for financial statements issued for
      fiscal years beginning after November 15, 2007, and interim periods within
      those
      fiscal years. We do not expect the adoption of SFAS 157 to have a material
      impact on our consolidated financial statements.




23


**ITEM
      3. AND ITEM 3A(T). CONTROLS AND PROCEDURES**




We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our Securities Exchange Act of 1934
      reports is recorded, processed, summarized and reported within the time periods
      specified in the SEC’s rules and forms, and that such information is accumulated
      and communicated to our management, including our President and Chief Executive
      Officer (Principal Executive Officer) and Chief Financial Officer (Principal
      Financial Officer), as appropriate, to allow timely decisions regarding required
      disclosure. In designing and evaluating the disclosure controls and procedures,
      management recognized that any controls and procedures, no matter how well
      designed and operated, can provide only reasonable assurance of achieving the
      desired control objectives, as ours are designed to do, and management
      necessarily was required to apply its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures.




As
      of
      June 30, 2007, we carried out an evaluation, under the supervision and with
      the
      participation of our management, including our President and Chief Executive
      Officer (Principal Executive Officer) and Chief Financial Officer (Principal
      Financial Officer) of the effectiveness of the design and operation of our
      disclosure controls and procedures, as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation,
      our President and Chief Executive Officer (Principal Executive Officer) and
      Chief Financial Officer (Principal Financial Officer) concluded that our
      disclosure controls and procedures are effective in enabling us to record,
      process, summarize and report information required to be included in our
      periodic SEC filings within the required time period and to ensure that
      information required to be disclosed in such reports that we file or submit
      under the Securities Exchange Act of 1934 is accumulated and communicated to
      our
      management, including our President and Chief Executive Officer (Principal
      Executive Officer) and Chief Financial Officer (Principal Financial Officer)
      to
      allow timely decisions regarding required disclosure.





There
      have been no changes in our internal control over financial reporting that
      occurred during the period covered by this Report that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.




24


**PART
      II. OTHER INFORMATION**


**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





The
      Company held a Special Meeting in Lieu of Annual Meeting of Stockholders on
      June
      14, 2007 (the “Meeting”). At the Meeting, the stockholders elected two Class II
      directors to hold office until the 2010 Annual Meeting of Stockholders and
      until
      their successors are duly elected and qualified.  The voting results with
      respect to the election of directors were as follows:






Director
            Affirmative
                Votes
            
            Votes
                Withheld/AbstainedJ.
                Donald Payne
            1,450,625
            
            31,504P.
                Thomas Vogel
            1,445,625
            
            36,504




The
      terms
      of each of Mr. Fritzsche, Mr. Richard T. Schumacher, and Dr. Calvin A. Saravis
      all continued following the Meeting.








**ITEM
      6. EXHIBITS**





**Exhibits**
            
            **Reference**31.1
            Principal
                Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation
                S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                of
                2002
            
            Filed
                herewith31.2
            Principal
                Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation
                S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                of
                2002
            
            Filed
                herewith32.1
            Principal
                Executive Officer Certification Pursuant to Item 601(b)(32) of Regulation
                S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002
            
            Filed
                herewith32.2
            Principal
                Financial Officer Certification Pursuant to Item 601(b)(32) of Regulation
                S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002
            
            Filed
                herewith




25






**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned thereunto duly
      authorized.






**PRESSURE
                BIOSCIENCES, INC.**Date: August
                14, 2007
            By:
            */s/ Richard
                T. Schumacher*Richard
                T. SchumacherPresident,
                Chief Executive Officer & Treasurer
              (Principal
                Executive Officer)


By:
            */s/ Edward
                H. Myles*Edward
                H. MylesSenior
                Vice President of Finance
              &
                Chief Financial Officer
              (Principal
                Financial and Accounting
                Officer




26