**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-Q**
 
 **(Mark
        One)**
 
 x  **Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act
        of 1934**
 
 **For
        the quarterly period ended**  **March
        31, 2008**  **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 Registrant as Specified in its Charter)
  **Massachusetts**
              
              **04-2652826**(State
                  or Other Jurisdiction of
              
              (I.R.S.
                  EmployerIncorporation
                  or Organization)
              
              Identification
                  No.)
 
 **14
        Norfolk Avenue**
 **South
        Easton, Massachusetts**
 (Address
        of Principal Executive Offices)
 
 **02375**
 (Zip
        Code)
 
 **(508)
        230-1828**
 (Registrant’s
        Telephone Number, Including Area Code)
  Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 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 of the Exchange Act).
  o Yes x No
  The
        number of shares outstanding of the Issuer’s common stock as of May 1, 2008 was
        2,192,175
 
 *Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, a non-accelerated filer, or a smaller reporting company.
        See
        the definitions of “large accelerated filer,” “accelerated filer” and “smaller
        reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
  Large
                    accelerated filero
                Accelerated
                    fileroNon-accelerated
                    filero
                Smaller
                    reporting companyx
  
  TABLE
        OF
        CONTENTS
  PagePART
                  I - FINANCIAL INFORMATIONItem
                  1. Financial Statements (Unaudited)Consolidated
                  Balance Sheets as of March 31, 2008 and December 31, 2007
              1Consolidated
                  Statements of Operations for the Three Months Ended March 31, 2008
                  and
                  2007
              2Consolidated
                  Statements of Comprehensive Loss for the Three Months Ended March
                  31, 2008
                  and 2007
              3Consolidated
                  Statements of Cash Flows for the Three Months Ended March 31, 2008
                  and
                  2007
              4Notes
                  to Consolidated Financial Statements
              5Item
                  2. Management's Discussion and Analysis of Financial Condition
                  and Results
                  of Operations
              14Item
                  4T. Controls and Procedures
              22PART
                  II - OTHER INFORMATIONItem
                  6. Exhibits
              23
  
  **PART
        I.   FINANCIAL INFORMATION**
 **Item
        1. Financial Statements**
 
 **PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **CONSOLIDATED
        BALANCE SHEETS**
 **(UNAUDITED)**
 **March
                    31,**
                
                **December
                    31,****2008**
                
                **2007**ASSETSCURRENT
                    ASSETSCash
                    and cash equivalents
                
                $
                4,146,820
                
                $
                5,424,486Accounts
                    receivable
                
                
                106,867
                
                
                118,471Inventories
                
                
                595,060
                
                
                172,548Deposits
                
                
                211,561
                
                
                553,483Prepaid
                    income taxes
                
                
                58,463
                
                
                56,863Income
                    tax receivable
                
                
                249,541
                
                
                249,541Prepaid
                    expenses and other current assets
                
                
                220,407
                
                
                94,783Total
                    current assets
                
                
                5,588,719
                
                
                6,670,175PROPERTY
                    AND EQUIPMENT, NET
                
                
                339,713
                
                
                257,797OTHER
                    ASSETSIntangible
                    assets, net
                
                
                316,132
                
                
                328,290TOTAL
                    ASSETS
                
                $
                6,244,564
                
                $
                7,256,262LIABILITIES
                    AND STOCKHOLDERS' EQUITYCURRENT
                    LIABILITIESAccounts
                    payable
                
                $
                378,609
                
                $
                152,729Accrued
                    employee compensation
                
                
                364,144
                
                
                377,190Accrued
                    professional fees and other expenses
                
                
                189,642
                
                
                186,840Income
                    taxes payable
                
                
                5,889
                
                
                4,519Deferred
                    revenue
                
                
                9,911
                
                
                15,075Total
                    current liabilities
                
                
                948,195
                
                
                736,353LONG
                    TERM LIABILITIESDeferred
                    revenue
                
                
                6,127
                
                
                6,767TOTAL
                    LIABILITIES
                
                
                954,322
                
                
                743,120COMMITMENTS
                    AND CONTINGENCIES (Note 5)STOCKHOLDERS'
                    EQUITYPreferred
                    stock; 1,000,000 shares authorized; 0 outstanding
                
                
                -
                
                
                -Common
                    stock, $.01 par value; 20,000,000 shares authorized;2,192,175
                    shares issued and outstanding
                
                
                21,922
                
                
                21,922Additional
                    paid-in capital
                
                
                6,402,821
                
                
                6,284,616Retained
                    (deficit) earnings
                
                
                (1,134,501
                )
                
                206,604Total
                    stockholders' equity
                
                
                5,290,242
                
                
                6,513,142TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                6,244,564
                
                $
                7,256,262
 The
        accompanying notes are an integral part of these consolidated financial
        statements
  1
  **PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **(UNAUDITED)**
  **For
                    the Three Months Ended****March
                    31,****2008**
                
                **2007**REVENUE:PCT
                    Products, services, other
                
                $
                81,473
                
                $
                37,943Grant
                    revenue
                
                
                50,903
                
                
                93,678Total
                    revenue
                
                
                132,376
                
                
                131,621COSTS
                    AND EXPENSES:Cost
                    of PCT products and services
                
                
                48,449
                
                
                31,654Research
                    and development
                
                
                490,931
                
                
                461,532Selling
                    and marketing
                
                
                463,161
                
                
                256,530General
                    and administrative
                
                
                501,248
                
                
                481,082Total
                    operating costs and expenses
                
                
                1,503,789
                
                
                1,230,798Operating
                    loss from continuing operations
                
                
                (1,371,413
                )
                
                (1,099,177
                )OTHER
                    INCOME:Realized
                    gain on securities available for sale
                
                
                -
                
                
                727,473Interest
                    income
                
                
                30,308
                
                
                71,602Total
                    other income
                
                
                30,308
                
                
                799,075Loss
                    before income taxes
                
                
                (1,341,105
                )
                
                (300,102
                )Income
                    taxes from continuing operations
                
                
                -
                
                
                40,519Loss
                    from continuing operations
                
                
                (1,341,105
                )
                
                (259,583
                )DISCONTINUED
                    OPERATIONS:Loss
                      on discontinued operations
                
                
                -
                
                
                (378,503
                )Net
                    loss
                
                $
                (1,341,105
                )
                $
                (638,086
                )Loss
                    per share from continuing operations - basic and
                    diluted
                
                $
                (0.61
                )
                $
                (0.13
                )Loss
                    per share from discontinued operations - basic and
                    diluted
                
                
                -
                
                
                (0.18
                )Net
                    loss per share - basic and diluted
                
                $
                (0.61
                )
                $
                (0.31
                )Weighted
                    average number of shares used to calculate loss per share - basic
                    and
                    diluted
                
                
                2,192,175
                
                
                2,065,425
  The
        accompanying notes are an integral part of these consolidated financial
        statements
  2
  **PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **CONSOLIDATED
        STATEMENTS OF COMPREHENSIVE LOSS**
 **(UNAUDITED** )
 **For
                    the Three Months Ended****March
                    31,****2008**
                
                **2007**Net
                    loss
                
                $
                (1,341,105
                )
                $
                (638,086
                )Holding
                    gain
                
                
                -
                
                
                302,146Reclassification
                    of unrealized gain to realized gain on securities during the
                    period
                
                
                -
                
                
                (727,473
                )Unrealized
                    loss on marketable securities
                
                
                -
                
                
                (425,327
                )Income
                    tax benefit related to items ofother
                    comprehensive loss
                
                
                -
                
                
                122,910Total
                    other comprehensive loss, net of taxes
                
                
                -
                
                
                (302,417
                )Comprehensive
                    loss
                
                $
                (1,341,105
                )
                $
                (940,503
                )
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements
  3
  **PRESSURE
        BIOSCIENCES, INC. AND SUBSIDIARIES**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **(UNAUDITED)**
  **For
                    the Three Months Ended****March
                    31,****2008**
                
                **2007**CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    loss
                
                $
                (1,341,105
                )
                $
                (638,086
                )Adjustments
                    to reconcile loss to net cash used in operating
                    activities:Depreciation
                    and amortization
                
                
                41,004
                
                
                35,478Non-cash,
                    stock-based compensation expense
                
                
                118,205
                
                
                111,757Realized
                    gain on sale of marketable securities
                
                
                -
                
                
                (727,473
                )Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                11,604
                
                
                (93,611
                )Inventories
                
                
                (422,512
                )
                
                (50,202
                )Deposits
                
                
                341,922
                
                
                (176,000
                )Income
                    tax receivable and prepaid taxes
                
                
                (230
                )
                
                (51,319
                )Prepaid
                    expenses and other current assets
                
                
                (125,624
                )
                
                (50,183
                )Accounts
                    payable
                
                
                225,880
                
                
                122,077Accrued
                    employee compensation
                
                
                (13,046
                )
                
                (72,369
                )Deferred
                    revenue and other accrued expenses
                
                
                (3,002
                )
                
                13,543Net
                    cash used in operating activities from continuing
                    operations
                
                
                (1,166,904
                )
                
                (1,576,388
                )CASH
                    FLOWS FROM INVESTING ACTIVITIES:Additions
                    to property and equipment
                
                
                (110,762
                )
                
                (29,679
                )Proceeds
                    from sale of marketable securities
                
                
                -
                
                
                728,938Net
                    cash (used in) provided by investing activities from continuing
                    operations
                
                
                (110,762
                )
                
                699,259CASH
                    FLOWS FROM DISCONTINUED OPERATIONS:Cash
                    flows from operating activities
                
                
                -
                
                
                378,503Net
                    cash provided by discontinued operations
                
                
                -
                
                
                378,503CHANGE
                    IN CASH AND CASH EQUIVALENTS:
                
                
                (1,277,666
                )
                
                (498,626
                )Cash
                    and cash equivalents, beginning of period
                
                
                5,424,486
                
                
                5,335,282Cash
                    and cash equivalents, end of period
                
                $
                4,146,820
                
                $
                4,836,656SUPPLEMENTAL
                    INFORMATION:Income
                    taxes paid
                
                $
                2,790
                
                $
                10,800Income
                    taxes received
                
                
                834
                
                
                -
  The
        accompanying notes are an integral part of these consolidated financial
        statements
 
 4
  **PRESSURE
        BIOSCIENCES, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF MARCH 31, 2008**
  **1)**
              **Business
                  Overview and Management
                  Plans**
 
 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) to control bio-molecular
        interactions.
  Our
        pressure cycling technology uses internally developed instrumentation that
        is
        capable of cycling pressure between ambient and ultra-high levels at controlled
        temperatures to rapidly and repeatedly control the interactions of
        bio-molecules. Our instrument, the Barocycler®, and our internally developed
        consumables product line, which includes PULSE (Pressure Used to Lyse Samples
        for Extraction) Tubes as well as the ProteoSolve–lrs kit for the detergent-free
        extraction of proteins from lipid-rich samples, together make up the PCT
        Sample
        Preparation System (“PCT SPS”).
 
 We
        have
        experienced negative cash flows from operations with respect to our pressure
        cycling technology business since its inception. As of March 31, 2008, we
        had
        available cash of approximately $4.1 million. We believe that we have
        sufficient liquidity to fund our operations at their current level, and with
        planned increases in selected areas of our business, into early 2009. The
        extent
        to which we increase our operational costs is dependent upon our judgment
        of the
        investment required to successfully commercialize PCT and our ability to
        secure
        additional funding through equity or debt financings. If we are unable to
        increase the number of installations of Barocycler instruments and if we
        are
        unable to secure additional funding through equity or debt financings, we
        will
        be prepared to reduce our spending. We have developed plans based on these
        contingencies and such reductions of spending will include the delay of certain
        research and development projects and the reduction of the cost of our
        workforce. We believe that implementing such changes to our business plan
        will
        allow us to extend our existing cash balances into the middle of 2009, without
        significantly impacting our short-term commercialization efforts.
  **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 the Quarterly Report on Form 10-Q. 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 months ended March 31, 2008 are not necessarily indicative
        of the results that may be expected for the year ending December 31, 2008.
        For
        further information, refer to the audited consolidated financial statements
        and
        footnotes thereto included in the Company’s Annual Report on Form 10-K (the
“Form 10-K”) for the fiscal year ended December 31, 2007.
  **3)**
              **Summary
                  of Significant Accounting
                  Policies**
 
 *Principles
        of Consolidation*
 
 The
        consolidated financial statements include the accounts of Pressure BioSciences,
        Inc., and its wholly-owned subsidiary PBI BioSeq, 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 and
        the
        costs associated with fulfilling our warranty obligations for the instruments
        that we sell, and 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.
 
 5
 **PRESSURE
          BIOSCIENCES, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF MARCH 31, 2008**
  *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 instruments, the Barocycler NEP3229 and NEP2320, require a basic
        level
        of instrumentation expertise to set-up for initial operation. To support
        a
        favorable first experience for our customers, we send a representative to
        the
        customer site to install every Barocycler that we sell through our domestic
        sales force. The installation process includes uncrating and setting up the
        instrument and conducting an introductory user training course. Product revenue
        related to current Barocycler instrumentation is recognized upon the
        installation of our instrumentation at the customer location. Product revenue
        related to sales of PCT products to our foreign distributors is recognized
        upon
        shipment through a common carrier. We provide for the expected costs of warranty
        upon the recognition of revenue for the sales of our instrumentation. Our
        sales
        arrangements do not provide our customers with a right of return. Product
        revenue related to our consumable products such as PULSE Tubes and
        ProteoSolve-lrs kits is recorded upon shipment through a common carrier.
         Shipping costs are included in the costs of sales. Any shipping costs
        billed to customers are recognized as revenue.
 
 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. Many of our lease and rental agreements allow the
        lessee
        to purchase the instrument at any point during the term of the agreement
        with
        partial credit for rental payments previously
        made. 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.
 
 Our
        transactions sometimes involve multiple elements (i.e., products and services).
        Revenue under multiple element arrangements is recognized in accordance with
        Emerging Issues Task Force (“EITF”) Issue No. 00-21, *“Accounting
        for Revenue Arrangements with Multiple Deliverables”* .
        Under
        this method, if an element is determined to be a separate unit of accounting,
        the revenue for the element is based on fair value and determined by vendor
        specific objective evidence (“VSOE”), and recognized at the time of delivery. If
        an arrangement includes undelivered elements that are not essential to the
        functionality of the delivered elements, we defer the fair value of the
        undelivered elements with the residual revenue allocated to the delivered
        elements. Fair value is determined based upon the price charged when the
        element
        is sold separately. If there is not sufficient evidence of the fair value
        of the
        undelivered elements, no revenue is allocated to the delivered elements and
        the
        total consideration received is deferred until delivery of those elements
        for
        which objective and reliable evidence of the fair value is not available.
        We
        provide certain customers with extended service contracts and, to the extent
        VSOE is established, these service revenues are recognized ratably over the
        life
        of the contract which is generally one to four years.
  *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. Securities purchased with initial maturities
        of
        three months or less are valued at cost plus accrued interest, which
        approximates fair market value, and are classified as cash equivalents.
 
 *Research
        and Development*
 
 Research
        and development costs, which are comprised of costs incurred in performing
        research and development activities including wages and associated employee
        benefits, facilities, consumable products and overhead costs that are expensed
        as incurred. Our research activities are performed at our laboratories in
        Woburn, Massachusetts and Rockville, Maryland and in conjunction with the
        collaboration partner sites.  In support of our research and development
        activities we utilize our Barocycler instruments that are capitalized as
        fixed
        assets and depreciated over their expected useful life.
 
 6
 **PRESSURE
          BIOSCIENCES, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF MARCH 31, 2008**
 *Inventories*
 
 Inventories
        are valued at the lower of cost or market.  The composition of inventory as
        of March 31, 2008 and December 31, 2007 is as follows:
 March
                    31,
                
                December
                    31,2008
                
                2007Raw
                    materials
                
                $
                44,615
                
                $
                28,115Finished
                    goods
                
                
                550,445
                
                
                144,433Total
                
                $
                595,060
                
                $
                172,548
  *Property
        and Equipment*
 
 Property
        and equipment are stated at cost, less accumulated depreciation. For financial
        reporting purposes, depreciation is recognized using the straight-line method,
        allocating the cost of the assets over their estimated useful lives of three
        years for certain laboratory equipment, from three to five years for management
        information systems and office equipment, and three years for all PCT finished
        units classified as fixed assets.
 
 *Intangible
        Assets*
 
 We
        have
        classified as intangible assets, costs associated with the fair value of
        acquired intellectual property.  Intangible assets including patents are
        being amortized on a straight-line basis over sixteen years.  We perform a
        quarterly review of our intangible assets for impairment.  When impairment
        is indicated, any excess of carrying value over fair value is recorded as
        a
        loss. An impairment analysis of intangible assets was performed as of December
        31, 2007 and was reviewed as of March 31, 2008. We have concluded that no
        impairment of intangible assets had occurred.
 
 *Long-Lived
        Assets and Deferred Costs*
 
 In
        accordance with the FASB SFAS No. 144, *“Accounting
        for the Impairment or Disposal of Long-Lived Assets”* , if
        indicators of impairment exist, we assess the recoverability of the affected
        long-lived assets by determining whether the carrying value of such assets
        can
        be recovered through the undiscounted future operating cash flows. If impairment
        is indicated, we measure the amount of such impairment by comparing the carrying
        value of the asset to the fair value of the asset and record the impairment
        as a
        reduction in the carrying value of the related asset and a charge to operating
        results. While our current and historical operating losses and cash flow
        are
        indicators of impairment, we performed an impairment analysis at December
        31,
        2007 and reviewed the analysis as of March 31, 2008 and determined that
        such long-lived assets were not impaired.
 
 *Concentrations*
 
 *Credit
        Risk*
 
 Our
        financial instruments that potentially subject us to concentrations of credit
        risk consist primarily of cash, cash equivalents and trade receivables. We
        have
        cash investment policies which, among other things, limit investments to
        investment-grade securities. We perform ongoing credit evaluations of our
        customers, and the risk with respect to trade receivables is further mitigated
        by the fact that many of our customers are government institutions and
        university labs.
 
 During
        the three months ended March 31, 2008 and 2007 our top five customers accounted
        for 84.2% and approximately 100% of our total revenues, respectively. During
        the
        three months ended March 31, 2008 and 2007, various agencies of the Federal
        Government of the United States in the aggregate accounted for 39.5% and
        73.7%
        of our total revenues, respectively.
 
 As
        of
        March 31, 2008 and December 31, 2007 our top five accounts receivable accounted
        for 96.9% and 93.8% of our total receivables balance, respectively. As of
        March
        31, 2008 and December 31, 2007, various agencies of the Federal Government
        of
        the United States in the aggregate accounted for 47.6% and 40.9% of our total
        accounts receivable, respectively.
 
 *Product
        Supply*
 
 Source
        Scientific, LLC has been our sole contract manufacturer for all of our PCT
        instrumentation. We have initiated several engineering initiatives to position
        us for greater independence from any one supplier, and we are in the process
        of
        developing a network of manufacturers and sub-contractors to reduce our reliance
        on any single supplier. Until we develop a broader network of manufacturers
        and
        subcontractors, obtaining alternative sources of supply or manufacturing
        services could involve significant delays and other costs and challenges,
        and
        may not be available to us on reasonable terms, if at all. The failure of
        a
        supplier or contract manufacturer to provide sufficient quantities, acceptable
        quality and timely products at an acceptable price, or an interruption of
        supplies from such a supplier could harm our business and prospects.
 
 7
 **PRESSURE
          BIOSCIENCES, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF MARCH 31, 2008**
 *Computation
        of Loss per Share*
 
 Basic
        loss per share is computed by dividing loss available to common shareholders
        by
        the weighted average number of common shares outstanding. Diluted loss per
        share
        is computed by dividing 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 loss per share for the three months
        ended
        March 31, 2008 and 2007.
  For
                    the Three Months EndedMarch
                    31,2008
                
                2007Numerator:Loss
                    from continuing operations - basic and diluted
                
                $
                (1,341,105
                )
                $
                (259,583
                )Denominator:Weighted
                    Average Shares Outstanding - basic and diluted
                
                
                2,192,175
                
                
                2,065,425Loss
                    per share from continuing operations - basic and diluted
                
                $
                (0.61
                )
                $
                (0.13
                )Shares
                    excluded from calculations
                
                
                196,785
                
                
                101,089
 *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”). FIN
        48
        clarifies the accounting for uncertainty in income taxes recognized in an
        enterprise’s financial statements in accordance with SFAS No. 109, *“Accounting
        for Income Taxes”* .
        This
        interpretation prescribes a recognition threshold and measurement attribute
        for
        the financial statement recognition and measurement of a tax position taken
        or
        expected to be taken in a tax return. FIN 48 also provides guidance on
        de-recognition of tax benefits, classification on the balance sheet, interest
        and penalties, accounting in interim periods, disclosure, and transition.
 
 We
        account for income taxes under the asset and liability method, which requires
        recognition of deferred tax assets, subject to valuation allowances, and
        liabilities for the expected future tax consequences of events that have
        been
        included in the financial statements or tax returns. Deferred income taxes
        reflect the net tax effects of temporary differences between the carrying
        amounts of asset and liabilities for financial reporting and income tax
        purposes. A valuation allowance is established if it is more likely than
        not
        that all or a portion of the net deferred tax assets will not be realized.
  *Accounting
        for Stock-Based Compensation*
 
 We
        maintain equity compensation plans under which grants of incentive stock
        options
        and non-qualified stock options are granted to employees, independent members
        of
        our Board of Directors and outside consultants. We recognize equity compensation
        expense over the requisite service period using the Black-Sholes formula
        to
        estimate the fair value of the stock options on the date of grant. Since
        January
        1, 2006, we have accounted for our stock option expense in accordance with
        the
        provisions of SFAS No. 123 (revised 2004), *“Share-Based
        Payment”* ,
        or SFAS
        123R.
 
 We
        recognized stock-based compensation expense of $118,205 and $111,757 for
        the
        three months ended March 31, 2008 and 2007, respectively. The following table
        summarizes the effect of this stock-based compensation expense within each
        of
        the line items of our costs and expenses within our Consolidated Statement
        of
        Operations:
  8
 **PRESSURE
          BIOSCIENCES, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF MARCH 31, 2008**
 For
                      the Three Months Ended, March 31,2008
                  
                  2007Cost
                      of PCT products and services
                  
                  $
                  -
                  
                  $
                  2,620Research
                      and development
                  
                  
                  43,237
                  
                  
                  49,494Selling
                      and marketing
                  
                  
                  33,032
                  
                  
                  15,995General
                      and administrative
                  
                  
                  41,936
                  
                  
                  43,648Total
                      stock-based compensation expense
                  
                  $
                  118,205
                  
                  $
                  111,757
 
 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. Our historical forfeiture rate has
        been
        approximately 5%, so we used this historical rate as our assumption in
        calculating future stock-based compensation expense.
 
 During
        the three months ended March 31, 2008 and 2007, the total fair value of stock
        options awarded was $127,552 and $267,805, respectively.
 
 As
        of
        March 31, 2008, the total estimated fair value of unvested stock options
        to be
        amortized over their remaining vesting period was $666,921. The non-cash,
        stock
        based compensation expense associated with the vesting of these options will
        be
        $333,251 in 2008, $238,311 in 2009, $90,750 in 2010 and $4,609 in 2011.
 
 *Fair
        Value of Financial Instruments*
 
 Due
        to
        their short maturities, the carrying amounts for cash and cash equivalents,
        accounts receivable, accounts payable, and accrued expenses approximate their
        fair value. Long-term liabilities are primarily related to liabilities
        transferred under contractual arrangements with carrying values that approximate
        fair value.
 
 *Reclassifications*
 
 Certain
        prior year amounts have been reclassified to conform to our current year
        presentation.
 
 *Investment
        in Marketable Securities*
 
 As
        of
        March 31, 2008 we held 0 shares of common stock of Panacos Pharmaceuticals,
        Inc.
        During the three months ended March 31, 2007 we sold 161,000 shares to generate
        a realized gain of $727,473, on proceeds of $728,938. During 2007 we accounted
        for this investment in accordance with the provisions of SFAS 115 *“Accounting
        for Certain Investments in Debt and Equity Securities”* as
        securities available for sale.
 
 *Advertising*
 
 Advertising
        costs are expensed as incurred. During the three months ended March 31, 2008
        and
        2007, we incurred $6,517 and $0, respectively in advertising expense.
 
 *Rent
        Expense*
 
 Rental
        costs are expensed as incurred. During the three months ended March 31, 2008
        and
        2007, we incurred $32,213 and $20,520, respectively in rent expense for the
        use
        of our corporate office and research and development facilities.
 
 **4)**
              **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.
  9
 **PRESSURE
          BIOSCIENCES, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF MARCH 31, 2008**
 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.
 
 During
        the three months ended March 31, 2007, Source Scientific, LLC reported a
        net
        loss of approximately $483,000. In accordance with the SAB Topic 5E we recorded
        a charge in our Consolidated Statements of Operations equal to the net book
        value on our Consolidated Balance Sheet of $378,503. Upon execution of the
        Consent Agreement we accounted for the total gain on the sale of our ownership
        interests in Source Scientific, LLC as discontinued operations. The charge
        that
        we recorded during the first quarter of 2007 has been reclassified to reflect
        this change.
 
 **5)**
              **Commitments
                  and Contingencies**
 
 *Operating
        Leases*
 
 Our
        corporate offices are currently located at 14 Norfolk Avenue, South Easton,
        Massachusetts 02375.  In November 2007, we signed an 18 month lease
        agreement commencing in February 2008, pursuant to which we lease approximately
        5,500 square feet of office space, with an option for an additional 18 months.
        We pay approximately $6,500 per month for the use of these facilities.
 
 On
        June
        1, 2006, we entered into a lease agreement with Scheer Partners and the Maryland
        Economic Development Corporation, pursuant to which we lease laboratory and
        office space in Rockville, MD. In August 2007, we extended this lease agreement
        through May 31, 2009. We pay approximately $3,300 per month for the use of
        these
        facilities.
 
 On
        March
        1, 2006, we entered into a sub-lease agreement with Proteome Systems, pursuant
        to which we lease approximately 650 square feet of laboratory space plus
        100
        square feet of office space from Proteome Systems in Woburn, Massachusetts.
        The
        lease period extends through December 31, 2008 and we pay approximately $3,200
        per month for the use of these facilities.
 
 *Royalty
        Commitments*
 
 In
        1996,
        we acquired our initial equity interest in BioSeq, Inc., which at the time
        was
        developing our original pressure cycling technology.  BioSeq, Inc. acquired
        its pressure cycling technology from BioMolecular Assays, Inc. under a
        technology transfer and patent assignment agreement.  In 1998, we purchased
        all of the remaining outstanding capital stock of BioSeq, Inc., and at such
        time, the technology transfer and patent assignment agreement was amended
        to
        require us to pay BioMolecular Assays, Inc. a 5% royalty on our sales of
        products or services that incorporate or utilize the original pressure cycling
        technology that BioSeq, Inc. acquired from BioMolecular Assays, Inc.  We
        are also required to pay BioMolecular Assays, Inc. 5% of the proceeds from
        any
        sale, transfer or license of all or any portion of the original pressure
        cycling
        technology.  These payment obligations terminate in 2016.  During the
        three months ended March 31, 2008 and 2007, we incurred approximately $3,000
        and
        $2,000, respectively in royalty expense associated with our obligation to
        BMA
        Laboratories.
 
 In
        connection with our acquisition of BioSeq, Inc., we licensed certain limited
        rights to the original pressure cycling technology back to BioMolecular Assays,
        Inc.   This license is non-exclusive and limits the use of the
        original pressure cycling technology by BioMolecular Assays, Inc. solely
        for
        molecular applications in scientific research and development and in scientific
        plant research and development.  BioMolecular Assays, Inc. is required to
        pay us a royalty equal to 20% of any license or other fees and royalties,
        but
        not including research support and similar payments, it receives in connection
        with any sale, assignment, license or other transfer of any rights granted
        to
        BioMolecular Assays, Inc. under the license. BioMolecular Assays, Inc. must
        pay
        us these royalties until the expiration of the patents held by BioSeq, Inc.
        in
        1998, which we anticipate will be 2016.  We have not received any royalty
        payments from BioMolecular Assays, Inc. under this license.
 
 *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 connection with this purchase order,
        we
        placed deposits with Source Scientific, LLC in the amount of $260,000. The
        nine
        demonstration (NEP2320) instruments were prototype units and were therefore
        billable on a time and materials basis. As of December 31, 2007 we took
        possession of all of these prototype NEP2320 units and the cost was expensed
        as
        incurred as research and development expense within our Consolidated Statements
        of Operations. The order for 20 NEP3229 units is based on a fixed bill of
        materials and we are billed for the complete cost of each unit as it is
        completed, net of the deposit we placed for each instrument. As of March
        31,
        2008, 16 of the NEP3229’s had been completed. We expect the remaining 4 units to
        be completed and available for sale, lease or collaboration in the second
        quarter of 2008.
  10
 **PRESSURE
          BIOSCIENCES, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF MARCH 31, 2008**
 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 placed a deposit with Source Scientific, LLC in the amount of $140,000.
        In accordance with the terms of this purchase order, we are billed based
        on a
        fixed bill of materials, for the complete cost of each unit as it is completed,
        net of the deposit we placed for each instrument.
 
 As
        of
        March 31, 2008, we had $87,000 on deposit with Source for 14 remaining units
        pursuant to these purchase orders. As of December 31, 2007 we had $379,000
        on
        deposit with Source for 54 remaining units pursuant to open purchase orders.
 
 *Indemnification*
 
 In
        connection with our sale of substantially all of the assets of Boston Biomedica,
        Inc. (“BBI Core Businesses”) to SeraCare Life Sciences, Inc. in September 2004,
        we continue to be exposed to possible indemnification claims in amounts up
        to
        the purchase price of approximately $29 million. Our indemnification obligations
        for breaches of some representations and warranties relating to compliance
        with
        environmental laws extend until September 14, 2009, representations and
        warranties relating to tax matters extend for the applicable statute of
        limitations period (which varies depending on the nature of claim), and
        representations and warranties relating to our due organization, subsidiaries,
        authorization to enter into and perform the transactions contemplated by
        the
        Asset Purchase Agreement and brokers fees, extend indefinitely.
 
 *Severance
        and Change of Control Agreements*
  Each
        of
        our executive officers, Mr. Schumacher, Mr. Myles, Dr. Ting, Dr. Lazarev,
        Dr.
        Lawrence, and Mr. Potter, is entitled to receive a severance payment if
        terminated by the Company without cause. The severance benefits would include
        a
        payment in an amount equal to one year of each executive officer’s annualized
        base salary compensation plus accrued paid time off. Additionally, each
        executive officer will be entitled to receive medical and dental insurance
        coverage for one year following the date of termination. The total commitment
        related to these agreements in the aggregate is approximately $1.2 million.
  Each
        of
        our executive officers, other than Mr. Schumacher, is entitled to receive
        a
        change of control payment in an amount equal to one year of such executive
        officer’s annualized base salary compensation, accrued paid time off, and
        medical and dental coverage, in the event of a change of control of the Company.
        In the case of Mr. Schumacher, this payment would be equal to two years of
        annualized base salary compensation, accrued paid time off, and two years
        of
        medical and dental coverage. The total commitment related to these agreements
        in
        the aggregate is approximately $1.5 million.
 
 **6)**
              **Stockholders’
                  Equity**
  *Preferred
        Stock*
 
 In
        1996,
        our Board of Directors authorized the issuance of 1,000,000 shares of preferred
        stock with a par value of $0.01. As of March 31, 2008 none of these shares
        have
        been issued.
  *Common
        Stock*
 
 *Shareholders
        Rights Plan*
 
 On
        March
        3, 2003, our Board of Directors adopted a shareholder rights plan (“the Rights
        Plan”) and declared a distribution of one Right for each outstanding share of
        our Common Stock to shareholders of record at the close of business on March
        21,
        2003 (the “Rights”). Initially, the Rights will trade automatically with the
        common stock and separate Right Certificates will not be issued.  The
        Rights Plan is designed to deter coercive or unfair takeover tactics and
        to
        ensure that all of our shareholders receive fair and equal treatment in the
        event of an unsolicited attempt to acquire the Company. The Rights Plan was
        not
        adopted in response to any effort to acquire the Company and the Board is
        not
        aware of any such effort. The Rights will expire on February 27, 2013 unless
        earlier redeemed or exchanged.  Each Right entitles the registered holder,
        subject to the terms of a Rights Agreement, to purchase from the Company
        one
        one-thousandth of a share of the Company’s Series A Junior Participating
        Preferred Stock at a purchase price of $45.00 per one one-thousandth of a
        share,
        subject to adjustment. In general, the Rights will not be exercisable until
        a
        subsequent distribution date which will only occur if a person or group acquires
        beneficial ownership of 15% or more of our common stock or announces a tender
        or
        exchange offer that would result in such person or group owning 15% or more
        of
        the common stock. With respect to any person or group who currently beneficially
        owns 15% or more of our common stock, the Rights will not become exercisable
        unless and until such person or group acquires beneficial ownership of
        additional shares of common stock.
  11
 **PRESSURE
          BIOSCIENCES, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF MARCH 31, 2008**
 Subject
        to certain limited exceptions, if a person or group acquires beneficial
        ownership of 15% or more of our outstanding common stock or if a current
        15%
        beneficial owner acquires additional shares of common stock, each holder
        of a
        Right (other than the 15% holder whose Rights become void once such holder
        reaches the 15% threshold) will thereafter have a right to purchase, upon
        payment of the purchase price of the Right, that number of shares of our
        common
        stock which at the time of such transaction will have a market value equal
        to
        two times the purchase price of the Right.  In the event that, at any time
        after a person or group acquires 15% or more of our common stock, we are
        acquired in a merger or other business combination transaction or 50% or
        more of
        our consolidated assets or earning power are sold, each holder of a Right
        will
        thereafter have the right to purchase, upon payment of the purchase price
        of the
        Right, that number of shares of common stock of the acquiring company which
        at
        the time of such transaction will have a market value of two times the purchase
        price of the Right.
 
 Our
        Board
        of Directors may exchange the Rights (other than Rights owned by such person
        or
        group which have become void), in whole or in part, at an exchange ratio
        of one
        share of common stock per Right (subject to adjustment).  At any time prior
        to the time any person or group acquires 15% or more of our Common Stock,
        the
        Board of Directors may redeem the Rights in whole, but not in part, at a
        price
        of $0.001 per Right.
 
 *Stock
        Options*
 
 On
        June
        16, 2005, our stockholders approved our 2005 Equity Incentive Plan (the “Plan”)
        pursuant to which an aggregate of 1,000,000 shares of our common stock were
        reserved for issuance upon exercise of stock options or other equity awards
        made
        under the Plan.  Under the Plan, we may award stock options, shares of
        common stock, and other equity interests in the Company to employees, officers,
        directors, consultants, and advisors, and to any other persons the Board
        of
        Directors deems appropriate. As of March 31, 2008, options to acquire 914,000
        shares were outstanding under the Plan.
 
 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 March 31, 2008, there were 4,800 shares available for future grant under
        the
        1999 Non-qualified Plan. The 1994 Incentive Stock Option Plan expired;
        therefore, there are no shares available for future grants under this
        plan.
  The
        following tables summarize information concerning options outstanding and
        exercisable:
 Stock
                    OptionsWeighted
                
                
                
                WeightedAverage
                    price
                
                
                
                Average
                    priceShares
                
                per
                    share
                
                Exercisable
                
                per
                    shareBalance
                    outstanding, 12/31/2007
                
                
                1,120,500
                
                $
                3.45
                
                
                691,166
                
                $
                3.23Granted
                
                
                47,000
                
                
                4.36Exercised
                
                
                -Expired
                
                
                -Forfeited
                
                
                -Balance
                    outstanding, 3/31/2008
                
                
                1,167,500
                
                $
                3.49
                
                
                754,166
                
                $
                3.27
 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
                
                
                4.4
                
                $
                2.64
                
                
                159,000
                
                
                4.4
                
                $
                2.642.71-3.08
                
                
                343,000
                
                
                6.4
                
                
                2.96
                
                
                276,333
                
                
                6.2
                
                
                2.973.09-3.95
                
                
                389,500
                
                
                8.1
                
                
                3.71
                
                
                191,833
                
                
                7.9
                
                
                3.713.96-5.93
                
                
                276,000
                
                
                8.7
                
                
                4.32
                
                
                127,000
                
                
                7.6
                
                
                4.05$2.50-$5.93
                
                
                1,167,500
                
                
                7.2
                
                $
                3.49
                
                
                754,166
                
                
                6.5
                
                $
                3.27
 
 The
        aggregate intrinsic value of options outstanding and exercisable as of March
        31,
        2008 and December 31, 2007 is illustrated in the table below:
  12
 **PRESSURE
          BIOSCIENCES, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF MARCH 31, 2008**
 March
                    31, 2008
                
                December
                    31, 2007Stock
                    options, outstanding
                
                $
                361,925
                
                $
                2,162,565Stock
                    options, exercisable
                
                
                399,708
                
                
                1,486,007
 
 *Stock
        Buy-back Program*
 
 During
        the quarter ended September 30, 2006 our Board of Directors approved a stock
        buy-back program pursuant to which we are authorized to use up to $500,000
        of
        our cash resources to purchase shares of the Company’s common stock in the open
        market or in privately negotiated transactions. We did not acquire any shares
        through our stock buy-back program during the three months ended March 31,
        2008
        and 2007.
 
 *Sale
        of Common Stock*
 
 On
        November 21, 2007, we completed a private placement pursuant to which we
        sold an
        aggregate of 126,750 shares of common stock, $0.01 par value (the “Shares”), for
        a purchase price of $5.00 per share, resulting in gross proceeds to us of
        approximately $633,750 (the “Private Placement”). The Shares were issued and
        sold to a total of 8 accredited investors pursuant to a Securities Purchase
        Agreement entered into as of November 21, 2007 (the “Securities Purchase
        Agreement”).
 
 The
        Shares were issued in the Private Placement without registration under the
        Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the
        exemption from registration set forth in Rule 506 of Regulation D (“Regulation
        D”) promulgated under the Securities Act. We based such reliance upon
        representations made by each purchaser of Shares, including, but not limited
        to,
        representations as to the purchaser’s status as an “accredited investor” (as
        defined in Rule 501(a) under Regulation D) and the purchaser’s investment
        intent. The Shares were not offered or sold by any form of general solicitation
        or general advertising, as such terms are used in Rule 502 under Regulation
        D.
        The Shares may not be offered or sold in the United States absent an effective
        registration statement or an exemption from the registration requirements
        under
        applicable federal and state securities laws.
 
 In
        connection with the Private Placement, we agreed to prepare and file a
        Registration Statement on Form S-3 (the “Registration Statement”) covering the
        resale of the Shares purchased in the Private Placement, and to use our
        commercially reasonable efforts to cause such Registration Statement to be
        declared effective as promptly as possible after the filing thereof and to
        keep
        the Registration Statement continuously effective under the Securities Act
        until
        all shares covered by such Registration Statement have been sold, or may
        be sold
        without volume restrictions pursuant to Rule 144 (or any successor Rule under
        the Securities Act). The Registration Statement was declared effective by
        the
        SEC on January 22, 2008.
  13
 
 **ITEM
        2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF
        OPERATION****S**
 
 ***SPECIAL
        NOTE REGARDING FORWARD-LOOKING STATEMENTS***
 
 This
        Quarterly Report on Form 10-Q 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
                  expected development and success of new product
                  offerings;-
              the
                  potential applications for PCT;-
              the
                  expected benefits and results from our research and development
                  efforts;-
              the
                  expected benefits and results from our collaboration
                  program;-
              our
                  belief that we have sufficient liquidity to finance operations
                  into early
                  2009;-
              our
                  expectation of obtaining additional research grants from the government
                  in
                  the future;-
              the
                  amount of cash necessary to operate our business;-
              our
                  ability to raise additional capital when needed;-
              the
                  availability of net operating losses to offset potential future
                  operating
                  income;-
              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 and operating results include those discussed in the risk
        factors set forth in Item 6 of our Annual Report on Form 10-K for the year
        ended
        December 31, 2007, 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 of Financial Condition and Results of Operations
        for the
        year ended December 31, 2007 included in our Annual Report on Form 10-K for
        the year ended December 31, 2007.
  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) to control bio-molecular
        interactions.
 
 Our
        pressure cycling technology uses internally developed instrumentation that
        is
        capable of cycling pressure between ambient and ultra-high levels at controlled
        temperatures to rapidly and repeatedly control the interactions of
        bio-molecules. Our instrument, the Barolcycler®, and our internally developed
        consumables product line, which includes PULSE (Pressure Used to Lyse Samples
        for Extraction) Tubes as well as the ProteoSolve-lrs  kit
        for
        the detergent-free extraction of proteins from lipid-rich samples, together
        make
        up the PCT Sample Preparation System (“PCT SPS”).
 
 Our
        pressure cycling technology employs a unique approach that we believe 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;
 -
              pathogen
                  inactivation;
 -
              protein
                  purification;
 -
              control
                  of chemical (enzymatic) reactions; and
 -
              immunodiagnostics.
 
 Since
        we
        began operations as Pressure BioSciences in February 2005, we have focused
        substantially all of our research and development and commercialization efforts
        on sample preparation for genomic, proteomic, and small molecule
        studies.
 
 Our
        business strategy is to commercialize pressure cycling technology in the
        area of
        sample preparation for genomic, proteomic, and small molecule studies (“sample
        preparation”). We also plan to pursue the further development and
        commercialization of PCT in other life sciences applications, which could
        include working with various strategic partners that have greater scientific
        and
        regulatory expertise in the respective applications than we do.
 
 To
        support our current strategy, our primary focus in 2007 and the first quarter
        of
        2008 was the execution of our commercialization plan for PCT in sample
        preparation. We increased our spending in important areas of our business
        during
        2007 and 2008, including increased expenses associated with additional staff
        in
        the areas of sales and research and development to support our sales expansion
        and increased research and development activities.
 
 If
        we are
        successful commercializing our technology in the sample preparation market,
        we
        believe that our financial results will be positively affected by a combination
        of the revenue from the sale, lease, and rental of the Barocycler instruments,
        and by the recurring revenue streams that we hope to realize from the sale
        of
        the single-use PULSE Tubes, PCT-dependent kits (such as ProteoSolve-lrs),
        and  extended
        service contracts on our instrumentation. We believe the recurring revenue
        streams that could be generated from our instruments in the field is a very
        important component of our future financial success. Therefore, we believe
        that
        in the short-term it is more important for us to focus on increasing the
        number
        of installed Barocyclers in the field than it is for us to record revenue
        in the
        current period. To this end, we have offered our prospective customers the
        opportunity to lease or rent the Barocycler instruments. While these
        arrangements do not provide us with the immediate revenue of a sale, they
        do
        serve to expand the utilization of PCT and they provide a stream of revenue
        from
        the monthly rental income and the sale of consumable products. We define
        sales,
        leases, and rentals of Barocycler instruments as revenue-generating
        installations.
 
 We
        also
        derive revenue 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 have funded experiments to demonstrate the feasibility of using pressure
        cycling technology in various applications in the life sciences. If our work
        in
        SBIR Phase I grants is successful, then we expect to have the opportunity
        to
        apply for larger NIH SBIR Phase II grants. We have several SBIR Phase I and
        II
        grants under review at the present time. Additionally, if our work with the
        SBIR
        grants is successful, the publication of Application Notes in specific areas
        of
        research should further support our commercialization efforts.
  15
  **RESULTS
        OF OPERATIONS**
  **Three
        Months Ended March 31, 2008 and 2007**
  *Revenue*
  We
        recognized revenue of $132,376 for the three months ended March 31, 2008,
        as
        compared to $131,621 for the same period in the prior year.
 
 Revenue
        from the sale of PCT products and services was $81,473 for the three months
        ended March 31, 2008 as compared to $37,943 for the same period in the prior
        year. During the first quarter of 2008 we completed the installation of seven
        Barocycler instruments at customer locations, as compared to one in the same
        period of 2007. Also contributing to the increase in revenue was an increase
        in
        the number of PULSE Tubes and ProteoSolve-lrs kits sold. During the first
        quarter of 2008, four of our installations were completed pursuant to the
        terms
        of lease and rental agreements and three were outright sales.
 
 We
        expect
        the number of units installed will continue to increase in future periods
        as we
        continue to commercialize our technology. We also expect that some portion
        of
        future installations will be for the smaller, lower priced, Barocycler NEP2320
        model and some will be placed under lease or short-term rental agreements.
        Therefore, the average revenue per installation may fluctuate from period
        to
        period as we continue to drive our installed base and commercialize
        PCT.
 
 During
        the three months ended March 31, 2008 and 2007, we recorded $50,903 and $93,678
        of grant revenue, respectively, in connection with our two SBIR Phase 1 grants.
        This decrease in grant revenue was due to a shift in resources from grant
        related activities to other research and development projects.
 
 *Cost
        of PCT Products and Services*
  The
        cost
        of PCT products and services was $48,449 for the three months ended March
        31,
        2008 compared to $31,654 for the comparable period in 2007. This decrease
        in
        overall cost of goods sold as a percentage of revenue is due primarily to
        a
        shift in the product mix to include an increasing number of consumables and
        the
        sale of a Barocycler NEP2320 unit, which has a higher gross margin than the
        NEP3229.
 
 We
        believe that our cost of PCT products and services will continue to improve
        as a
        percentage of revenue as we continue to install more instrumentation, and
        sell
        more consumable products, such as PULSE Tubes and ProteoSolve-lrs kits. However,
        we expect our gross margin may fluctuate from period to period as we continue
        to
        sell, lease, or rent a varying mix of Barocycler instrumentation.
 
 *Research
        and Development*
  Research
        and development expenditures increased to $490,931 in the first quarter of
        2008
        as compared to $461,532 in the same period in 2007. 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.
 
 Research
        and development expense recognized in the first quarter of 2008 and 2007
        included $43,237 and $49,494, respectively, of non-cash, stock-based
        compensation expense. We expect the level of stock-based compensation expense
        for the remaining quarters of 2008 to be similar to the first quarter.
 
 We
        plan
        to reduce the level of hiring in 2008, relative to 2007. Therefore, we expect
        our spending in this area to increase less significantly than it has in prior
        periods. We believe that with our existing staff, we can continue to pursue
        research and development programs, and continue to invest successfully in
        our
        intellectual property portfolio, in the sample preparation area.
 
 *Selling
        and Marketing*
  Selling
        and marketing expenses increased to $463,161 for the three months ended March
        31, 2008 from $256,530 for the comparable period in 2007. This increase was
        the
        result of our growth from two selling and marketing employees in the first
        quarter of 2007 to nine in the first quarter of 2008.
 
 16
  During
        the first quarter of 2008 and 2007, selling and marketing expense included
        $33,032 and $15,995, respectively, of non-cash, stock-based compensation
        expense. We expect the level of stock-based compensation expense for the
        remaining quarters of 2008 to be similar to the first quarter.
  We
        expect
        selling and marketing expense for the remaining quarters of 2008 to continue
        to
        increase relative to the expense incurred during the first quarter as we
        continue to develop and train our domestic sales force and expand our foreign
        distribution network. Additionally, we plan to continue our expansion of
        our
        marketing programs for the remainder of 2008 in order to drive toward successful
        commercialization of PCT.
  *General
        and Administrative*
  General
        and administrative costs totaled $501,248 for the three months ended March
        31,
        2008, as compared to $481,082 for the comparable period in 2007. The increase
        in
        general and administrative costs is due to increased spending in connection
        with
        Sarbanes-Oxley compliance, and our investor relations program.
 
 Our
        general and administrative costs for the first quarter of 2008 included $41,936
        of stock-based compensation expense as compared to $43,648 in the first quarter
        of 2007. We expect that the level of stock-based compensation expense to
        be
        recorded in the second quarter of 2008 will increase due to the expense
        associated with the award of 10,000 non-qualified, fully-vested stock options
        to
        each of the four independent members of our Board of Directors.
 
 We
        expect
        that general and administrative spending, excluding stock-based compensation
        expense for the full year of 2008, to be approximately the same as it was
        in
        2007. We will continue to incur costs in support of our investor relations
        programs, Sarbanes-Oxley compliance, and other requirements associated with
        being a publicly-traded company, and continued investment in the development
        of
        our infrastructure.
 
 *Operating
        Loss from Continuing Operations*
 
 Our
        operating loss from continuing operations was $1,371,413 for the three months
        ended March 31, 2008 as compared to an operating loss from continuing operations
        of $1,099,177 for the comparable period in 2007. The increase in operating
        loss
        from continuing operations was primarily the result of the planned increases
        in
        activities within our research and development and selling and marketing
        functions of our business.
 
 The
        operating loss from continuing operations for the three months ended March
        31,
        2008 included $118,205 of non-cash, stock-based compensation expense as compared
        to $111,757 in the comparable period in 2007.
  We
        expect
        our operating loss in 2008 to be higher than the operating loss incurred
        in
        2007, due primarily to expected increased spending in our sales and marketing
        activities and, to a lesser extent, our research and development activities.
        We
        do, however, expect that the gross profit from increasing revenues will
        partially mitigate the impact of our increased spending on our overall operating
        loss.
 
 *Realized
        gain of sale on securities held for sale*
 
 In
        the
        three months ended March 31, 2007 we sold 161,000 shares of Panacos
        Pharmaceuticals and realized a gain on securities sold of $727,473. We completed
        the liquidation of our investment in Panacos Pharmaceuticals during the second
        quarter of 2007.
 
 *Interest
        Income*
  Interest
        income totaled $30,308 for the three months ended March 31, 2008 as compared
        to
        interest income of $71,602 in the prior year period. The decrease is due
        to
        lower average cash balances and lower yields on these balances during 2008,
        as
        compared to 2007.
  *Income
        Taxes from Continuing Operations*
  In
        the
        quarter ended March 31, 2008, we did not record a benefit for income taxes
        from
        continuing operations. During the same period in 2007, we recorded a benefit
        for
        income taxes of $40,519.
 
 We
        do not
        expect to record any income tax benefit for the foreseeable future due to
        the
        fact that we are no longer able to carry back current losses against taxable
        income from prior periods and because we expect our operating losses to continue
        for several years. If we are successful commercializing PCT and if we are
        able
        to generate operating income, then we may be able to utilize the net operating
        loss carry-forwards that we generate.
 
 17
 
 *Gain
        on 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 Staff Accounting Bulletin
        (“SAB”) Topic 5E, *“Accounting
        for Divestiture of a Subsidiary or Other Business Operation* (“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, the period in which we completed
        the
        sale. 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.
 
 Upon
        completion of the transaction, we accounted for the total gain on the sale
        of
        our ownership interests in Source Scientific, LLC as discontinued operations.
        The charge that we recorded during the first quarter of 2007, under the
        provisions of SAB Topic 5E, has been reclassified as discontinued operations
        to
        reflect this change.
 
 *Net
        loss*
 
 During
        the first quarter of 2008 we recorded a net loss of $1,341,105 as compared
        to a
        net loss of $638,086 in the first quarter of 2007. Our increase in net loss
        is
        the result of increased operating costs in 2008 relative to 2007 in all areas
        of
        our operations, most notably in our selling and marketing activities.
        Additionally, although we expect our revenue to increase, our net loss in
        2008
        will not be mitigated by the gain on sale of marketable securities, gain
        on sale
        of assets from discontinued operations, and the benefit from income taxes,
        as
        was the case in 2007. We therefore expect our net loss for the full year
        of 2008
        to be higher than the net loss reported for the full year in 2007
  **LIQUIDITY
        AND FINANCIAL CONDITION**
 
 As
        of
        March 31, 2008, our working capital position was $4,640,524, the primary
        components of which were cash and cash equivalents, accounts receivable,
        inventory, prepaid expenses, deposits, and income taxes receivable, partially
        offset by accounts payable, accrued employee compensation, and other accrued
        expenses. As of December 31, 2007, our working capital balance was $5,933,822,
        the primary components of which were cash and cash equivalents, income taxes
        receivable, prepaid expenses, and deposits. We expect to continue to fund
        our
        operations from our working capital balance. We believe that we have sufficient
        cash and working capital to fund our operations into early 2009.
  Net
        cash
        used in continuing operations for the three months ended March 31, 2008 was
        $1,166,904 as compared to net cash used in continuing operations of $1,576,388
        for the three months ended March 31, 2007.
 
 Net
        cash
        used by investing activities for the three months ended March 31, 2008 was
        $110,762 as compared to cash provided of $699,259 for the same period in
        the
        prior year. The cash used in the first three months of 2008 was the result
        of
        the purchase of furniture and fixtures associated with our move to new corporate
        offices. The cash generated in the same period in 2007 was entirely from
        the
        sale of 161,000 shares of Panacos common stock, partially offset by purchases
        of
        fixed assets.
 
 There
        were no cash flows from discontinued operations during the three months of
        2008.
        During the three months ended March 31, 2007, Source Scientific, LLC reported
        a
        net loss of approximately $483,000. In accordance with SAB Topic 5E we recorded
        a charge in our Consolidated Statements of Operations equal to the net book
        value on our Consolidated Balance Sheet of $378,503. In connection with the
        sale
        of our remaining 30% ownership interest in Source Scientific, LLC at the
        end of
        May 2007, we accounted for the total gain on the sale of our ownership interests
        in Source Scientific, LLC as discontinued operations. The charge that we
        recorded during the first quarter of 2007 has been reclassified to reflect
        this
        change.
  **COMMITMENTS
        AND CONTINGENCIES**
  *Operating
        Leases*
 
 Our
        corporate offices are currently located at 14 Norfolk Avenue, South Easton,
        Massachusetts 02375.  In November 2007, we signed an 18 month lease
        agreement commencing in February 2008, pursuant to which we lease approximately
        5,500 square feet of office space, with an option for an additional 18 months.
        We pay approximately $6,500 per month for the use of these facilities.
 
 On
        June
        1, 2006, we entered into a lease agreement with Scheer Partners and the Maryland
        Economic Development Corporation, pursuant to which we lease laboratory and
        office space in Rockville, MD. In August 2007, we extended this lease agreement
        through May 31, 2009. We pay approximately $3,300 per month for the use of
        these
        facilities.
 
 18
  On
        March
        1, 2006, we entered into a sub-lease agreement with Proteome Systems, pursuant
        to which we lease approximately 650 square feet of laboratory space plus
        100
        square feet of office space from Proteome Systems in Woburn, Massachusetts.
        The
        lease period extends through December 31, 2008 and we pay approximately $3,200
        per month for the use of these facilities.
 
 *Royalty
        Commitments*
 
 In
        1996,
        we acquired our initial equity interest in BioSeq, Inc., which at the time
        was
        developing our original pressure cycling technology.  BioSeq, Inc. acquired
        its pressure cycling technology from BioMolecular Assays, Inc. under a
        technology transfer and patent assignment agreement.  In 1998, we purchased
        all of the remaining outstanding capital stock of BioSeq, Inc., and at such
        time, the technology transfer and patent assignment agreement was amended
        to
        require us to pay BioMolecular Assays, Inc. a 5% royalty on our sales of
        products or services that incorporate or utilize the original pressure cycling
        technology that BioSeq, Inc. acquired from BioMolecular Assays, Inc.  We
        are also required to pay BioMolecular Assays, Inc. 5% of the proceeds from
        any
        sale, transfer or license of all or any portion of the original pressure
        cycling
        technology.  These payment obligations terminate in 2016.  During the
        three months ended March 31, 2008 and 2007, we incurred approximately $3,000
        and
        $2,000, respectively in royalty expense associated with our obligation to
        BMA
        Laboratories.
 
 In
        connection with our acquisition of BioSeq, Inc., we licensed certain limited
        rights to the original pressure cycling technology back to BioMolecular Assays,
        Inc.   This license is non-exclusive and limits the use of the
        original pressure cycling technology by BioMolecular Assays, Inc. solely
        for
        molecular applications in scientific research and development and in scientific
        plant research and development.  BioMolecular Assays, Inc. is required to
        pay us a royalty equal to 20% of any license or other fees and royalties,
        but
        not including research support and similar payments, it receives in connection
        with any sale, assignment, license or other transfer of any rights granted
        to
        BioMolecular Assays, Inc. under the license. BioMolecular Assays, Inc. must
        pay
        us these royalties until the expiration of the patents held by BioSeq, Inc.
        in
        1998, which we anticipate will be 2016.  We have not received any royalty
        payments from BioMolecular Assays, Inc. under this license.
 
 *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 connection with this purchase order,
        we
        placed deposits with Source Scientific, LLC in the amount of $260,000. The
        nine
        demonstration (NEP2320) instruments were prototype units and were therefore
        billable on a time and materials basis. As of December 31, 2007 we took
        possession of all of these prototype NEP2320 units and the cost was expensed
        as
        incurred as research and development expense within our Consolidated Statements
        of Operations. The order for 20 NEP3229 units is based on a fixed bill of
        materials and we are billed for the complete cost of each unit as it is
        completed, net of the deposit we placed for each instrument. As of March
        31,
        2008, 16 of the NEP3229’s had been completed. We expect the remaining 4 units to
        be completed and available for sale, lease or collaboration in the second
        quarter of 2008.
 
 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 placed a deposit with Source Scientific, LLC in the amount of $140,000.
        In accordance with the terms of this purchase order, we are billed based
        on a
        fixed bill of materials, for the complete cost of each unit as it is completed,
        net of the deposit we placed for each instrument.
 
 As
        of
        March 31, 2008, we had $87,000 on deposit with Source for 14 remaining units
        pursuant to these purchase orders. As of December 31, 2007 we had $379,000
        on
        deposit with Source for 54 remaining units pursuant to open purchase orders.
 
 *Indemnification*
 
 In
        connection with our sale of substantially all of the assets of Boston Biomedica,
        Inc. (“BBI Core Businesses”) to SeraCare Life Sciences, Inc. in September 2004,
        we continue to be exposed to possible indemnification claims in amounts up
        to
        the purchase price of approximately $29 million. Our indemnification obligations
        for breaches of some representations and warranties relating to compliance
        with
        environmental laws extend until September 14, 2009, representations and
        warranties relating to tax matters extend for the applicable statute of
        limitations period (which varies depending on the nature of claim), and
        representations and warranties relating to our due organization, subsidiaries,
        authorization to enter into and perform the transactions contemplated by
        the
        Asset Purchase Agreement, and brokers fees, extend indefinitely.
 
 19
  *Severance
        and Change of Control Agreements*
  Each
        of
        our executive officers, Mr. Schumacher, Mr. Myles, Dr. Ting, Dr. Lazarev,
        Dr.
        Lawrence, and Mr. Potter, is entitled to receive a severance payment if
        terminated by the Company without cause. The severance benefits would include
        a
        payment in an amount equal to one year of each executive officer’s annualized
        base salary compensation plus accrued paid time off. Additionally, each
        executive officer will be entitled to receive medical and dental insurance
        coverage for one year following the date of termination. The total commitment
        related to these agreements in the aggregate is approximately $1.2 million.
  Each
        of
        our executive officers, other than Mr. Schumacher, is entitled to receive
        a
        change of control payment in an amount equal to one year of such executive
        officer’s annualized base salary compensation, accrued paid time off, and
        medical and dental coverage, in the event of a change of control of the Company.
        In the case of Mr. Schumacher, this payment would be equal to two years of
        annualized base salary compensation, accrued paid time off, and two years
        of
        medical and dental coverage. The total commitment related to these agreements
        in
        the aggregate is approximately $1.5 million.
  **RECENT
        ACCOUNTING STANDARDS**
  In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        No. 157, “Fair Value Measurements”, (“SFAS 157”). SFAS 157 defines fair
        value, establishes a framework for measuring the fair value of assets and
        liabilities, and expands disclosure requirements regarding the fair value
        measurement. SFAS 157 does not expand the use of fair value measurements.
        This
        statement, as issued, is effective for financial statements issued for fiscal
        years beginning after November 15, 2007, and interim periods within those
        fiscal years. FASB Staff Position (FSP) FAS No. 157-2 was issued in February
        2008 and deferred the effective date of SFAS 157 for nonfinancial assets
        and
        liabilities to fiscal years beginning after November 2008. As such, the Company
        adopted SFAS 157 as of January 1, 2008 for financial assets and liabilities
        only. There was no significant effect on the Company’s financial statements. As
        of March 31, 2008, the Company’s financial assets subject to SFAS 157 consisted
        of held to maturity investments in marketable securities and investments
        in
        non-publicly traded companies; financial liabilities consisted of derivatives
        for forward contracts. The Company determined fair value for the investments
        in
        marketable securities and the derivative liabilities based on quoted market
        prices in active markets (i.e. Level 1 as defined under SFAS 157); fair value
        for investments in non-publicly traded companies was based on third party
        valuation models (i.e. Level 2 as defined under SFAS 157). The Company does
        not
        believe that the adoption of SFAS 157 to non-financial assets and liabilities
        will significantly effect its financial statements.
 
 In
        December 2007, the FASB issued SFAS 141 (revised 2007), *“Business
        Combinations”* (“SFAS
        141(R)”) and SFAS No. 160, *“Non-controlling
        Interests in Consolidated Financial Statements – an amendment of ARB
        No. 51”* (“SFAS
        160”).
 
 SFAS
        141(R) significantly changes the accounting for business combinations. Under
        SFAS 141(R), an acquiring entity will be required to recognize all the assets
        acquired and liabilities assumed in a transaction at the acquisition-date
        at
        fair value with limited exceptions. SFAS 141(R) further changes the accounting
        treatment for certain specific items, including:
 
 -
              Acquisition
                  costs will be generally expensed as incurred;
  -
              Noncontrolling
                  interests (formerly known as “minority interests” – see SFAS 160
                  discussion below) will be valued at fair value at the acquisition
                  date;
  -
              Acquired
                  contingent liabilities will be recorded at fair value at the acquisition
                  date and subsequently measured at either the higher of such amount
                  or the
                  amount determined under existing guidance for non-acquired contingencies;
  -
              In-process
                  research and development will be recorded at fair value as an
                  indefinite-lived intangible asset at the acquisition date;
  -
              Restructuring
                  costs associated with a business combination will be generally
                  expensed
                  subsequent to the acquisition date; and
  -
              Changes
                  in deferred tax asset valuation allowances and income tax uncertainties
                  after the acquisition date generally will affect income tax expense.
 
 SFAS
        141(R) includes a substantial number of new disclosure requirements. SFAS
        141(R)
        applies prospectively to business combinations for which the acquisition
        date is
        on or after January 1, 2009.
 
 SFAS
        160
        establishes new accounting and reporting standards for the non-controlling
        interest in a subsidiary and for the deconsolidation of a subsidiary.
        Specifically, this statement requires the recognition of non-controlling
        interests (minority interests) as equity in the consolidated financial
        statements and separate from the parent’s equity. The amount of net income
        attributable to non-controlling interests will be included in consolidated
        net
        income on the face of the income statement. SFAS 160 clarifies that changes
        in a
        parent’s ownership interest in a subsidiary that does not result in
        deconsolidation are treated as equity transactions if the parent retains
        its
        controlling financial interest. In addition, this statement requires that
        a
        parent recognize a gain or loss in net income when a subsidiary is
        deconsolidated. Such gain or loss will be measured using the fair value of
        the
        non-controlling equity investment on the deconsolidation date. SFAS 160 also
        includes expanded disclosure requirements regarding the interests of the
        parent
        and its non-controlling interest.
 
 20
  SFAS
        160
        is effective for fiscal years, and interim periods within such year, beginning
        January 1, 2009. Early adoption of both SFAS 141(R) and SFAS 160 is
        prohibited. We do not expect that either SFAS 141(R) or SFAS 160 will have
        a
        material affect on our consolidated results of operations and financial
        condition.
  21
  **ITEM
        4T. 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
        March 31, 2008, 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.
  22
 
 **PART
        II. OTHER INFORMATION**
 
 **None**
 
 **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
  23
  **SIGNATURES**
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        caused this report to be signed on its behalf by the undersigned thereunto
        duly
        authorized.
  **PRESSURE
                  BIOSCIENCES, INC.**Date: May
                  9, 2008
              By:
              */s/**Richard
                  T. Schumacher*Richard
                  T. SchumacherPresident,
                  Chief Executive Officer & Treasurer(Principal
                  Executive Officer)
 
 Date:
                  May 9, 2008
              By:
              */s/ Edward
                  H. Myles*Edward
                  H. MylesSenior
                  Vice President of Finance & Chief Financial Officer(Principal
                  Financial and Accounting Officer)
  24