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Delaware		3841		13-3986004
(State or other jurisdiction of incorporation or organization)		(Primary standard industrial classification code number)		(I.R.S. Employer Identification Number)

Valerie A. Price, Esq. Dreier LLP 499 Park Avenue New York, New York 10022 (212) 328-6144 (phone) (212) 652-3789 (facsimile)		David C. Peck, Esq. Greenberg Traurig, LLP 200 Park Avenue New York, New York 10166 (212) 801-9200 (phone) (212) 801-6400 (facsimile)

Title of Each Class of			Proposed Maximum Aggregate			Amount of
Securities to Be Registered			Offering Price(1)			Registration Fee
Common stock, par value $0.001 per share			$23,000,000			$2,707.10(2)

(1)	Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o) under the Securities Act.
(2)	$4,060.65 was previously paid.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer and sale is not permitted.

		4,000,000 Shares Common Stock $         per Share

		Per Share				Total
Public offering price		$				$
Underwriting discounts and commissions		$				$
Proceeds, before expenses, to Electro-Optical Sciences, Inc.		$				$

ThinkEquity Partners LLC	Stanford Group Company

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Summary			1
Risk factors			7
Special note regarding forward-looking statements			28
Use of proceeds			29
Dividend policy			29
Capitalization			30
Dilution			32
Selected financial data			34
Management’s discussion and analysis of financial condition and results of operations			36
Business			44
Management			64
Related party transactions			74
Principal stockholders			76
Description of capital stock			78
Shares eligible for future sale			82
Material US federal income and estate tax considerations for non-US holders			84
Underwriting			87
Legal matters			89
Experts			90
Where you can find more information			90
Index to financial statements			F-1
EX-5.1: OPINION OF DREIER LLP
EX-23.1: CONSENT OF EISNER LLP

1.	are natural persons whose individual net worth or whose net worth with that person’s spouse, at the time of the purchase exceeds $250,000; or
2.	had an individual income in excess of $65,000 in each of the two most recent years or joint income with that person’s spouse in excess of $100,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

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	•	we may not be able to obtain regulatory approvals for MelaFind®, or the approved indication may be narrower than we seek;
	•	MelaFind® may not prove to be safe and effective in clinical trials;
	•	physicians may not receive any reimbursement from third-party payors, or the level of reimbursement may be insufficient to support widespread adoption of MelaFind®;
	•	we may experience delays in our development program;
	•	any products that are approved may not be accepted in the marketplace by physicians or patients;
	•	we may not have adequate financial or other resources to complete the development or to commence the commercialization of MelaFind® and will not have adequate financial or other resources to achieve significant commercialization of MelaFind®;
	•	we may not be able to manufacture our products in commercial quantities or at an acceptable cost; and
	•	rapid technological change may make our technology and products obsolete.

	•	MelaFind® may not be safe or effective to the FDA’s satisfaction;
	•	the data from our pre-clinical studies and clinical trials may be insufficient to support approval;
	•	the manufacturing process or facilities we use may not meet applicable requirements; and
	•	changes in FDA approval policies or adoption of new regulations may require additional data.

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	•	significantly greater name recognition;
	•	established relations with healthcare professionals, customers and third-party payors;
	•	established distribution networks;
	•	additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive advantage;
	•	greater experience in conducting research and development, manufacturing, clinical trials, obtaining regulatory approval for products, and marketing approved products; and
	•	greater financial and human resources for product development, sales and marketing, and patent litigation.

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	•	the FDA, an Institutional Review Board (IRB), or other regulatory authorities place our clinical trial on hold;
	•	patients do not enroll in clinical trials at the rate we expect;
	•	patient follow-up is not at the rate we expect;
	•	IRBs and third-party clinical investigators delay or reject our trial protocol;
	•	third-party organizations do not perform data collection and analysis in a timely or accurate manner;
	•	regulatory inspections of our clinical trials or manufacturing facilities, among other things, require us to undertake corrective action or suspend or terminate our clinical trials, or invalidate our clinical trials;
	•	changes in governmental regulations or administrative actions; and
	•	the interim or final results of the clinical trial are inconclusive or unfavorable as to safety or effectiveness.

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	•	perceived effectiveness of MelaFind®;
	•	convenience of use;
	•	cost of the use of MelaFind®;
	•	availability and adequacy of third-party coverage or reimbursement;
	•	approved indications and product labeling;
	•	publicity concerning MelaFind® or competitive products;
	•	potential advantages over alternative diagnostic methodologies;
	•	introduction and acceptance of competing products or technologies; and
	•	extent and success of our sales, marketing and distribution efforts.

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	•	the schedule, costs, and results of our clinical trials;
	•	the success of our research and development efforts;
	•	the costs and timing of regulatory approval;
	•	reimbursement amounts for the use of MelaFind® that we are able to obtain from Medicare and third party payors, or the amount of direct payments we are able to obtain from patients and/or physicians utilizing MelaFind®;
	•	the cost of commercialization activities, including product marketing and building a domestic direct sales force;
	•	the emergence of competing or complementary technological developments;
	•	the costs of filing, prosecuting, defending and enforcing any patent claims and other rights, including litigation costs and the results of such litigation;
	•	the costs involved in defending any patent infringement actions brought against us by third parties; and
	•	our ability to establish and maintain any collaborative, licensing or other arrangements, and the terms and timing of any such arrangements.

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	•	suppliers may make errors in manufacturing components that could negatively affect the effectiveness or safety of our products, or cause delays in shipment of our products;
	•	we may not be able to obtain adequate supply in a timely manner or on commercially reasonable terms;
	•	we may have difficulty locating and qualifying alternative suppliers for our sole-source suppliers;
	•	switching components may require product redesign and submission to the FDA of a PMA supplement or possibly a separate PMA, either of which could significantly delay production;
	•	our suppliers manufacture products for a range of customers, and fluctuations in demand for the products these suppliers manufacture for others may affect their ability to deliver components to us in a timely manner; and
	•	our suppliers may encounter financial hardships unrelated to our demand for components, which could inhibit their ability to fulfill our orders and meet our requirements.

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	•	warning letters;
	•	fines and civil penalties;
	•	unanticipated expenditures;
	•	delays in approving or refusal to approve MelaFind®;
	•	withdrawal of approval by the FDA or other regulatory bodies;
	•	product recall or seizure;
	•	interruption of production;
	•	operating restrictions;
	•	injunctions; and
	•	criminal prosecution.

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	•	billing for services;
	•	quality of medical equipment and services;
	•	confidentiality, maintenance and security issues associated with medical records and individually identifiable health information;
	•	false claims; and
	•	labeling products.

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	•	results of our research and development efforts and our clinical trials;
	•	the timing of regulatory approval for our products;
	•	failure of any of our products, if approved, to achieve commercial success;
	•	the announcement of new products or product enhancements by us or our competitors;
	•	regulatory developments in the US and foreign countries;
	•	ability to manufacture our products to commercial standards;
	•	developments concerning our clinical collaborators, suppliers or marketing partners;
	•	changes in financial estimates or recommendations by securities analysts;
	•	public concern over our products;
	•	developments or disputes concerning patents or other intellectual property rights;
	•	product liability claims and litigation against us or our competitors;
	•	the departure of key personnel;
	•	the strength of our balance sheet;
	•	variations in our financial results or those of companies that are perceived to be similar to us;
	•	changes in the structure of and third-party reimbursement in the US and other countries;
	•	changes in accounting principles or practices;
	•	general economic, industry and market conditions; and
	•	future sales of our common stock.

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	•	beginning on the effective date of this prospectus, in addition to the shares sold in the offering, approximately 1,229,577 of our restricted shares will be eligible for sale under Rule 144, of which approximately 408,402 shares will be eligible for sale subject to the volume, manner of sale and other limitations under Rule 144 and approximately 821,175 shares will be eligible for sale as unrestricted shares under Rule 144(k);
	•	beginning 270 days after the effective date of this prospectus, approximately 6,347,015 of our restricted shares will be eligible for sale under Rule 144 (which includes the 1,229,577 restricted shares referred to above), of which approximately 3,226,819 shares will be eligible for sale subject to the volume, manner of sale and other limitations under Rule 144 and approximately 3,120,196 shares will be eligible for sale as unrestricted shares under Rule 144(k); and
	•	beginning October 27, 2006, approximately an additional 166,149 of our restricted shares will be eligible for sale subject to the volume, manner of sale and other limitations under Rule 144.

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	•	set limitations on the removal of directors;
	•	limit who may call a special meeting of stockholders;
	•	establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon at stockholder meetings;
	•	do not permit cumulative voting in the election of our directors, which would otherwise permit less than a majority of stockholders to elect directors;
	•	prohibit stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders; and
	•	provide our board of directors the ability to designate the terms of and issue a new series of preferred stock without stockholder approval.

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	•	78% ($12.8 million) to fund our research and development activities, including our clinical studies;
	•	3% ($0.5 million) toward developing our sales and marketing capabilities; and
	•	19% ($3.2 million) for general corporate purposes, including working capital, and capital expenditures made in the ordinary course of business.

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	•	on an actual basis; and
	•	on a pro forma as adjusted basis to reflect the conversion of all our outstanding shares of convertible preferred stock into shares of common stock prior to completion of this offering, the assumed conversion of 2,610,643 warrants to purchase the company’s common stock which have been exchanged for a total of 1,305,321 shares of the company’s common stock based on an exchange ratio of one share of our common stock for every two shares of our common stock purchasable under the warrants and the receipt of the estimated net proceeds from the sale of 4,000,000 shares of our common stock in this offering based on the initial public offering price of $5.00 per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

			As of June 30, 2005
(in thousands, except share and per share data)
							Pro forma(1)
							as adjusted
			Actual				(unaudited)
Redeemable Convertible Preferred Stock:
Redeemable Preferred Stock Series B convertible; 992,986 shares designated (liquidation preference $2.26 per share); issued and outstanding 992,986 shares at December 31, 2003 and 2004 and June 30, 2005 and 0 shares at June 30, 2005, pro forma as adjusted			$	2,244				—
Redeemable Preferred Stock Series C convertible 5,744,340 shares designated (liquidation preference $2.26 per share); issued and outstanding 907,077 shares at December 31, 2003 and 5,414,779 shares at December 31, 2004 and June 30, 2005 and 0 shares at June 30, 2005, pro forma as adjusted				8,358				—
Stockholders’ (Deficiency) Equity:
Preferred stock — $.10 par value; authorized 16,936,704 shares:
	Series A Convertible Preferred Stock, 199,380 shares designated (liquidation preference $5.00 per share); issued and outstanding 198,000 shares at December 31, 2003 and 2004 and June 30, 2005 and 0 shares at June 30, 2005, pro forma as adjusted			972				—
Common stock — $.001 par value; authorized 30,000,000 shares; issued and outstanding 1,684,760 shares at December 31, 2003 and 1,809,758 shares at December 31, 2004 and June 30, 2005 and 10,513,164 shares at June 30, 2005, pro forma as adjusted				2				10
Additional paid-in capital				9,035				37,121
Deferred compensation				(143	)			(143	)
Accumulated deficit				(16,716	)			(16,716	)
Stockholders’ (Deficiency) Equity				(6,850	)			20,272
Total Capitalization			$	3,752			$	20,272

	•	899,875 shares of common stock issuable as of the date of this prospectus upon the exercise of outstanding stock options under our 2003 Stock Incentive Plan and our 1996 Stock Option Plan, respectively, at a weighted average exercise price of approximately $0.64 per share;

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	•	up to 1,000,000 shares of common stock reserved for future grants under our 2005 Stock Incentive Plan;
	•	75,000 shares of common stock issuable upon exercise of outstanding warrants to purchase our common stock at an exercise price of $7.00 per share;
	•	73,280 shares of common stock issuable upon exercise of outstanding warrants to purchase our Series C preferred stock (assuming conversion of our Series C preferred stock) at an exercise price of $4.52 per share; and
	•	300,000 shares of common stock issuable upon exercise of warrants to be issued to the underwriters upon completion of this offering at an exercise price equal to 125% of the public offering price per share.

(1)	Excludes the impact of 125,000 options that vest upon consummation of the offering, which will have no effect on total stockholders’ equity but will require an expense of $551,570 to be recorded if such options vested based on the initial public offering price of $5.00 per share.

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Initial public offering price per share		$	5.00
Net tangible book value per share as of June 30, 2005		$	(3.78	)
Pro forma net tangible book value per share as of June 30, 2005		$	0.58
Increase in pro forma net tangible book value per share attributable to existing investors		$	1.35
Pro forma net tangible book value per share after the offering		$	1.93
Dilution per share to new investors		$	3.07

																		Average
		Shares purchased								Total consideration								consideration
		Number				Percent				Amount				Percent				Per share
Existing Investors			6,513,164				62.0	%		$	20,033,573				50.0	%		$	3.08
New Investors			4,000,000				38.0	%			20,000,000				50.0	%			5.00
Total			10,513,164				100.0	%		$	40,033,573				100.0	%

	•	The pro forma as adjusted percentage of shares of our common stock held by existing stockholders will decrease to approximately 58.6% of the total number of pro forma as adjusted shares of our common stock outstanding after this offering; and
	•	The pro forma as adjusted number of shares of our common stock held by new public investors will increase to 4,600,000, or approximately 41.4% of the total pro forma as adjusted number of shares of our common stock outstanding after this offering.

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	•	899,875 shares of common stock issuable as of the date of this prospectus upon the exercise of outstanding stock options under our 2003 Stock Incentive Plan and our 1996 Stock Option Plan, respectively, at a weighted average exercise price of approximately $0.64 per share;
	•	up to 1,000,000 shares of common stock reserved for future grants under our 2005 Stock Incentive Plan;
	•	75,000 shares of common stock issuable upon exercise of outstanding warrants to purchase common stock at an exercise price of $7.00 per share; and
	•	73,280 shares of common stock issuable upon exercise of outstanding warrants to purchase our Series C preferred stock (assuming conversion of our Series C preferred stock) at an exercise price of $4.52 per share; and
	•	300,000 shares of common stock issuable upon exercise of warrants to be issued to the underwriters upon completion of this offering at an exercise price equal to 125% of the public offering price per share.

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																						Six months ended
		Year ended December 31,																				June 30,
(in thousands, except share and per share data)		2000				2001				2002				2003				2004				2004				2005
																						(unaudited)
Statements of Operations Data:
Revenue from grants		$	210			$	290			$	547			$	—			$	—			$	—			$	—
Cost of grant revenue			248				193				564				—				—				—				—
General and administrative expenses			1,061				2,563				511				1,034				1,234				639				996
Research and development			726				144				404				828				1,892				693				1,546
Operating loss from continuing operations			(1,825	)			(2,610	)			(932	)			(1,862	)			(3,126	)			(1,332	)			(2,542	)
Interest (income)/expense			(79	)			(85	)			8				76				67				82				(63	)
Loss from continuing operations			(1,746	)			(2,525	)			(940	)			(1,938	)			(3,193	)			(1,414	)			(2,479	)
Loss from discontinued operations			(534	)			(343	)			(201	)			(12	)			(426	)			(102	)			(330	)
Net loss			(2,280	)			(2,868	)			(1,141	)			(1,950	)			(3,619	)			(1,516	)			(2,809	)
Preferred stock deemed dividends			85				213				214				322				676				243				719
Preferred stock accretion			143				180				180				25				258				25				647
Stock distribution of preferred Series B shares			—				—				—				102				—				—				—
Net loss attributable to common stockholders		$	(2,508	)		$	(3,261	)		$	(1,535	)		$	(2,399	)		$	(4,553	)		$	(1,784	)		$	(4,175	)
Net loss per share, basic and diluted:
Continuing operations		$	(1.29	)		$	(1.90	)		$	(0.87	)		$	(1.48	)		$	(2.34	)		$	(0.98	)		$	(2.13	)
Discontinued operations			(0.35	)			(0.23	)			(0.13	)			(0.01	)			(0.24	)			(0.06	)			(0.18	)
Basic and diluted net loss per common share		$	$(1.64	)		$	(2.13	)		$	(1.00	)		$	(1.49	)		$	(2.58	)		$	(1.04	)		$	(2.31	)
Basic and diluted weighted average number of shares outstanding			1,529,471				1,534,760				1,534,760				1,614,897				1,766,608				1,722,743				1,809,758
Pro forma basic and diluted loss from continuing operations per common share (unaudited)(1)																		$	(0.80	)						$	(0.38	)
Pro forma basic and diluted weighted average number of common shares outstanding (unaudited)(1)																			3,967,024								6,513,164

(1)

Pro forma basic and diluted loss from continuing operations per common share reflects the effect of the assumed conversion of the company’s preferred stock, as if this offering had occurred at the date of original issuance, into 3,398,105 shares of our common stock for the year ended December 31, 2004 and six months ended June 30, 2005 which will occur upon closing of this offering. Additionally, it is assumed that 2,610,643 warrants to purchase

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the Company’s common stock will be exchanged for a total of 1,305,321 shares of the company’s common stock based on an exchange ratio of one share of our common stock for every two shares of our common stock purchaseable under the warrants and will occur prior to the closing of this offering. The loss from continuing operations used in the computation of unaudited pro forma basic and diluted loss from continuing operations per share has been adjusted to reverse the accretion on our preferred stock and also excludes the preferred stock dividends for the respective period.

						As of December 31,																As of June 30,
(in thousands, except share and per share data)
		2000				2001				2002				2003				2004				2004				2005
																						(unaudited)
Balance Sheet Data:
Total current assets		$	3,513			$	867			$	111			$	217			$	6,813			$	877			$	4,726
Total assets			3,814				1,131				344				432				7,096				1,086				4,997
Total liabilities			211				247				529				650				691				1,571				1,246
Redeemable convertible preferred stock			2,058				2,155				2,244				4,067				9,955				5,167				10,602
Accumulated deficit			(4,148	)			(7,197	)			(8,518	)			(10,288	)			(13,907	)			(11,804	)			(16,716	)
Total stockholders’ (deficiency)/equity			(498	)			(3,408	)			(4,657	)			(4,285	)			(3,550	)			(5,652	)			(6,850	)

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	•	professional service fees;
	•	contract clinical service fees;
	•	fees paid to contract manufacturers in conjunction with the production of clinical components or materials; and
	•	fees paid to third party data collection organizations and investigators in conjunction with the clinical trials.

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	•	the schedule, costs, and results of our clinical trials;
	•	the success of our research and development efforts;
	•	the costs and timing of regulatory approval;
	•	reimbursement amounts for the use of MelaFind® that we are able to obtain from Medicare and third party payors, or the amount of direct payments we are able to obtain from patients and/or physicians utilizing MelaFind®;
	•	the cost of commercialization activities, including product marketing and building a domestic direct sales force;
	•	the emergence of competing or complementary technological developments;
	•	the costs of filing, prosecuting, defending and enforcing any patent claims and other rights, including litigation costs and the results of such litigation;
	•	the costs involved in defending any patent infringement actions brought against us by third parties; and
	•	our ability to establish and maintain any collaborative, licensing or other arrangements, and the terms and timing of any such arrangements.

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							Less than												More than
Contractual Obligations			Total				1 year				1-3 years				4-5 years				5 years
			(dollars in thousands)
Operating Leases			$	1,114			$	205			$	634			$	275				—
	Total		$	1,114			$	205			$	634			$	275				—

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	•	a hand-held imaging device, which employs high precision optics and multi-spectral illumination (multiple colors of light including near infra-red);
	•	our proprietary database of pigmented skin lesions, which we believe to be the largest in the US;
	•	our lesion classifiers, which are sophisticated mathematical algorithms that extract lesion feature information and classify lesions; and
	•	a central server in our offices that is intended to perform quality control functions and provide reports to the physician and in commercial use, will be connected to physicians’ offices via the internet.

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	•	Pursue the timely FDA approval of MelaFind®. We have entered into a binding Protocol Agreement with the FDA for the conduct of the pivotal trial of MelaFind®. Management estimates that the study will commence in early 2006 at over 20 US clinical study sites, and anticipates PMA approval to commercialize MelaFind® in 2007.
	•	Establish MelaFind® as the leading technology for assisting in the detection of melanoma. We have invested considerable capital and expertise into developing our core technology platform, which is protected by six US patents. We will continue to refine and optimize this technology to ensure that MelaFind® is the leading system for assisting in the detection of melanoma.
	•	Obtain third party payor reimbursement to support our recurring revenue pricing model. We intend to offer MelaFind® on a per patient basis, creating a recurring revenue stream. To do so, we will seek to obtain third party reimbursement as well as private pay alternatives. We are working with experts to create an evidence-based medicine evaluation model consistent with those used to support positive coverage decisions by CMS and private payors for similar products. The value drivers in the model include the cost savings associated with early detection (approximately $168,000 per patient) and fewer biopsies. We believe that the use of MelaFind® could result in substantial savings to the US healthcare system.
	•	Commercialize MelaFind® using multiple sales and marketing strategies. Our internal sales and marketing effort will focus initially on “high volume/key opinion leader” dermatologists with specialties in the diagnosis and treatment of melanoma. To enter the larger US markets of general dermatologists, plastic surgeons, and primary care physicians, and for international markets, we intend to establish partnerships with pharmaceutical and/or diagnostic device companies with an established presence in these markets. While we believe obtaining a positive coverage decision from CMS may take an additional 18 to 36 months following PMA approval, and obtaining a positive coverage decision from private payors, managed care organizations and state Medicare administrative contractors may take at least 6 to 12 months following PMA approval, we intend to commence sales of MelaFind® immediately upon receiving PMA approval for physicians to offer MelaFind® to their patients on a self-pay basis.

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	•	an illuminator that shines 10 different specific wavelengths of light, including near infra-red bands;
	•	a lens system composed of nine elements that creates images of the light reflected from the lesions;
	•	a photon (light) sensor; and
	•	an image processor employing proprietary algorithms to extract many discrete characteristics or features from the images.

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		Training study								Blinded test
		Sensitivity				Specificity				Sensitivity				Specificity
MelaFind® Lesion Classifier A-1			100	%			45.6	%			80.8	%			44.3	%
MelaFind® Lesion Classifier B			96.3	%			21.9	%			80.8	%			25.5	%
Study Dermatologists			N/A				N/A				96.2	%			17.3	%

		Training study								Blinded test
		Sensitivity				Specificity				Sensitivity				Specificity
MelaFind® Lesion Classifier A-3			100	%			28.5	%			100	%			25.7	%
Study Dermatologists			N/A				N/A				96.2	%			17.3	%

		Training study								Blinded test
		Sensitivity				Specificity				Sensitivity				Specificity
MelaFind® Lesion Classifier A-3			100	%			43.8	%			100	%			44.2	%
Study Dermatologists			N/A				N/A				95.0	%			28.3	%

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		Training study								Blinded test
		Sensitivity				Specificity				Sensitivity				Specificity
MelaFind® Lesion Classifier A-3			100	%			43.8	%			100	%			44.2	%
MelaFind® Lesion Classifier A-4			100	%			48.9	%			100	%			48.1	%
Study Dermatologists			N/A				N/A				95.0	%			28.3	%

		Training study								Blinded test
		Sensitivity				Specificity				Sensitivity				Specificity
MelaFind® Lesion Classifier A-4			100	%			53.2	%			100	%			48.4	%
MelaFind® Lesion Classifier B			100	%			38.0	%			96.4	%			32.9	%
Study Dermatologists			N/A				N/A				96.4	%			28.4	%

		Sensitivity				Specificity
MelaFind® Lesion Classifier A-4			82.1	%			37.2	%
MelaFind® Lesion Classifier B			96.4	%			21.0	%
MelaFind® Lesion Classifier C-4			92.9	%			35.7	%
Study Dermatologists			92.9	%			23.0	%

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Patent #		Title		Issued				Expiration
6,081,612		Systems and Methods for the Multispectral Imaging and Characterization of Skin Tissue			06/27/00				02/27/17
6,208,749		Systems and Methods for the Multispectral Imaging and Characterization of Skin Tissue			03/27/01				02/27/17
6,307,957		Multispectral Imaging and Characterization of Biological Tissue			10/23/01				02/27/17
6,626,558		Apparatus for Uniform Illumination of an Object			09/30/03				08/31/21
6,657,798		Method for Optimizing the Number of Good Assemblies Manufacturable From a Number of Parts			12/02/03				02/10/23
6,710,947		Method for Assembling Lens Elements			03/23/04				02/27/23

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	•	MelaFind® may not be safe or effective to the FDA’s satisfaction;
	•	the data from our pre-clinical studies and clinical trials may be insufficient to support approval;
	•	the manufacturing process or facilities we use may not meet applicable requirements; and
	•	changes in FDA approval policies or adoption of new regulations may require additional data.

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	•	the FDA, other regulatory authorities, or an IRB do not approve a clinical trial protocol or a clinical trial, or place a clinical trial on hold;
	•	patients do not enroll in clinical trials at the rate we expect;
	•	physicians do not comply with trial protocols;
	•	patient follow-up is not at the rate we expect;
	•	patients experience adverse events;
	•	IRBs and third-party clinical investigators may delay or reject our trial protocol;
	•	third-party clinical investigators decline to participate in a trial or do not perform a trial on our anticipated schedule or consistent with the clinical trial protocol, GCPs or other FDA requirements;
	•	third-party organizations do not perform data collection and analysis in a timely or accurate manner;
	•	regulatory inspections of our clinical trials or manufacturing facilities may, among other things, require us to undertake corrective action or suspend or terminate our clinical trials, or invalidate our clinical trials;
	•	changes in governmental regulations or administrative actions; and
	•	the interim or final results of the clinical trial are inconclusive or unfavorable as to safety or effectiveness.

	•	establishment registration and device listing;
	•	QSR, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures;
	•	labeling regulations, which prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling;
	•	medical device reporting regulations, which require that manufacturers report to the FDA if a device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur; and
	•	corrections and removal reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FD&C Act that may present a risk to health.

	•	warning letters;
	•	fines and civil penalties;

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	•	unanticipated expenditures;
	•	delays in approving or refusal to approve our applications, including supplements;
	•	withdrawal of FDA approval;
	•	product recall or seizure;
	•	interruption of production;
	•	operating restrictions;
	•	injunctions; and
	•	criminal prosecution.

	•	the anti-kickback statute prohibits certain business practices and relationships that might affect the provision and cost of healthcare services reimbursable under Medicare, Medicaid and other federal healthcare programs, including the payment or receipt of remuneration for the referral of patients whose care will be paid by Medicare or other federal healthcare programs;
	•	the physician self-referral prohibition, commonly referred to as the Stark Law, which prohibits referrals by physicians of Medicare or Medicaid patients to providers of a broad range of designated healthcare services in which the physicians or their immediate family members have ownership interests or with which they have certain other financial arrangements;
	•	the anti-inducement law, which prohibits providers from offering anything to a Medicare or Medicaid beneficiary to induce that beneficiary to use items or services covered by either program;
	•	the Civil False Claims Act, which prohibits any person from knowingly presenting or causing to be presented false or fraudulent claims for payment by the federal government, including the Medicare and Medicaid programs; and

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	•	the Civil Monetary Penalties Law, which authorizes HHS to impose civil penalties administratively for fraudulent or abusive acts.

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Name		Age				Position
Joseph V. Gulfo, M.D.			42			Director, President and Chief Executive Officer
Karen Krumeich			51			Vice President, Finance, Chief Financial Officer and Treasurer
Jon I. Klippel			51			Vice President, Marketing and Sales
William R. Bronner			59			Vice President, Legal Counsel and Compliance
Breaux Castleman(1)(2)			65			Director, Chairman of the Board of Directors
Sidney Braginsky(1)			68			Director
George C. Chryssis(1)			58			Director
Martin D. Cleary(2)(3)(4)			60			Director Elect
Dan W. Lufkin(2)(3)			74			Director
Gerald Wagner, Ph.D.			62			Director

(1)	Member of Compensation Committee
(2)	Member of Nominating and Governance Committee
(3)	Member of Audit Committee
(4)	Director elected to serve effective as of the completion of this offering

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	•	the integrity of our financial statements;
	•	our independent registered public accounting firm’s qualifications and independence; and
	•	the performance of our independent auditors.

	•	reviewing and recommending compensation of our executive officers;
	•	administering our stock incentive plans; and
	•	reviewing and recommending incentive compensation and equity plans.

	•	identifies and recommends nominees for election to our board of directors;
	•	develops and recommends our corporate governance principles; and
	•	oversees the evaluation of our board of directors and management.

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	•	our research and development programs;
	•	the design and implementation of our clinical trials;
	•	market opportunities from a clinical perspective;
	•	new technologies relevant to our research and development programs; and
	•	scientific and technical issues relevant to our business.

Name		Professional Affiliation
Jeffrey P. Callen, M.D.		Professor and Chief of the Division of Dermatology, University of Louisville School of Medicine; Member of the Board of Directors of the American Board of Dermatology, Inc.
Armand B. Cognetta, Jr., M.D.		Dermatologist in private practice with Dermatology Associates of Tallahasee; Member, American Academy of Dermatology; former President of Florida Society of Dermatology; former President of Dermatology Photography Society.
Robert Friedman, M.D.		Clinical Assistant Professor, Department of Dermatology, New York University School of Medicine; Past Director, American Cancer Society, New York City Division, and Member, Professional Education Committee; American Academy of Dermatology: Member, Skin Cancer/ Melanoma Committee, Past Chairman, Industry Liaison Committee.
Martin C. Mihm, Jr., M.D., Chairman		Professor and Chief of Dermatopathology at Harvard Medical School; Chief of Dermatopathology at Massachusetts General Hospital; Co-Director of the Pigmented Skin Lesion Clinic at Massachusetts General Hospital; Co-Chairman of the Melanoma Pathology Program of the World Health Organization; Co-Director of the Rare Tumor Institute of the World Health Organization; member of the editorial and advisory board of the American Journal of Dermatopathology and the International Journal of Surgical Pathology; Member of the American Academy of Dermatology; New England Pathology Society; American Society of Dermatopathology; American Society of Clinical Oncology; and College of American Pathologists.

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Name		Professional Affiliation
Harold S. Rabinovitz, M.D.		Dermatologist in private practice with Skin and Cancer Associates in Plantation, Florida; Voluntary Professor of Dermatology at the University of Miami-School of Medicine; Associate Editor of the Journal of Dermatologic Surgery; member of the Board of Directors of the South Florida Dermatology Foundation.
Darrell S. Rigel, M.D.		Clinical Professor of Dermatology, New York University Medical Center; Secretary and Treasurer of the American Dermatological Association; Past President, American Academy of Dermatology; Member, Board of Directors of the American Cancer Society New York City Division and Chairman of its Subcommittee on Skin Cancer.

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															Long term
							Annual compensation								compensation
															Securities
															underlying				All other
Name and principal position			Year				Salary ($)				Bonus ($)				options				compensation
Joseph V. Gulfo, M.D.				2004			$	173,656				—				81,753	(1)		$	19,880	(1)
	President and Chief			2003				—				—				—				—
	Executive Officer			2002				—				—				—				—
Marek Elbaum, Ph.D.				2004				173,549				—				10,000				—
	Founder and former Chief Science			2003				81,085				—				29,071				—
	and Technology Officer			2002				30,204				—				—				—
William Bronner				2004				132,612				—				37,000				—
	Vice President, Legal Counsel			2003				106,255				—				32,161				—
	and Compliance			2002				26,444				—				1,875				—
Karen Krumeich(2)				2004				—				—				60,000				—
	Vice President Finance, Chief			2003				—				—				—				—
	Financial Officer			2002				—				—				—				—
Jon I. Klippel(3)				2004				9,346				—				45,000				—
	Vice President Marketing			2003				—				—				—				—
	and Sales			2002				—				—				—				—

(1)	Dr. Gulfo has been granted another stock option which is not reflected in this table because the number of shares purchasable under the option can only be calculated at the time of PMA approval of MelaFind®. The number of shares granted under this option is equal to that number of shares of our common stock equal to four percent of our fully-diluted capital stock at that time of PMA approval of MelaFind® minus 81,753 shares of our common stock. The exercise price of this option is $0.46 per share.
(2)	Ms. Krumeich’s employment with us began in January 2005 at an annual salary of $165,000.
(3)	Mr. Klippel’s employment with us began in December 2004 at an annual salary of $135,000.

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																		Potential realizable
																		value of assumed
																		annual rates of
						% of total												stock price
		Number of				options				Exercise								appreciation for
		securities				granted to				or base								option term(2)
		underlying				employees in				price per				Expiration
Name		options granted				fiscal year				share(1)				date				5%				10%
Joseph V. Gulfo, M.D.(3)			75,227				11.07	%		$	0.46				2/02/09			$	445,450			$	571,165
			6,526				0.09				0.46				2/02/09				38,643				49,549
Marek Elbaum, Ph.D.(4)			10,000				1.47				0.46				2/02/09				59,214				75,926
Karen Krumeich			60,000				8.82				0.46				12/17/09				355,284				455,553
William R. Bronner			17,000				2.50				0.46				2/02/09				100,664				129,073
			20,000				2.94				0.46				12/17/09				118,428				151,851
Jon I. Klippel			45,000				6.62				0.46				12/17/09				266,463				341,665

(1)	Exercise price is equal to the fair market value on the date of grant as determined by our board of directors.
(2)	The dollar amounts under these columns are the result of calculations at rates set by the SEC and, therefore, are not intended to forecast possible future appreciation, if any, in the price of the underlying common stock. The potential realizable values are calculated based on the initial public offering price of $5.00 per share, and assuming that the market price appreciates from this price at the indicated rate for the entire term of each option and that each option is exercised and sold on the last day of its term at the assumed appreciated price. Actual gains, if any, on stock option exercises depend on the future performance of the common stock and overall stock market conditions. The amounts reflected in the following table may not necessarily be achieved.
(3)	Dr. Gulfo has been granted another stock option which is not reflected in this table because the number of shares purchasable under the option can only be calculated at the time of PMA approval of MelaFind®. The number of shares granted under this option is equal to that number of shares of our common stock equal to four percent of our fully-diluted capital stock at that time of PMA approval of MelaFind® minus 81,753 shares of our common stock.
(4)	Formerly our Chief Science and Technology Officer.

		Number of unexercised
		securities underlying								Value of unexercised
		options at								in-the-money options at
		December 31, 2004								December 31, 2004(1)
Name		Exercisable				Unexercisable				Exercisable				Unexercisable
Joseph V. Gulfo, M.D.(2)			71,535				10,218			$	324,769			$	46,390
Marek Elbaum, Ph.D.(3)			14,070				25,000				56,280				114,500
Karen Krumeich			0				60,000				—				272,400
William R. Bronner			49,160				21,875				205,980				98,219
Jon I. Klippel			0				45,000				—				204,300

(1)	There was no public trading market for our common stock as of December 31, 2004. Accordingly, as permitted by the rules of the SEC, we have calculated the value of unexercised in-the-money options based on the initial public

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	offering price of $5.00 per share, less the aggregate exercise price, without taking into account any taxes that might be payable in connection with the transaction.
(2)	Dr. Gulfo has been granted another stock option which is not reflected in this table because the number of shares purchasable under the option can only be calculated at the time of PMA approval of MelaFind®. The number of shares granted under this option is equal to that number of shares of our common stock equal to four percent of our fully-diluted capital stock at that time of PMA approval of MelaFind® minus 81,753 shares of our common stock.
(3)	Formerly our Chief Science and Technology Officer.

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	•	each person or group of affiliated persons known to us to beneficially own more than 5% of our common stock;
	•	each named executive officer;
	•	each of our directors; and
	•	all of our executive officers and directors as a group.

		Number of
		shares of common								Percentage of shares
		stock beneficially owned								beneficially owned
						Options and
						warrants
						exercisable
						within				Before the				After the
Name of beneficial owner		Shares				60 days				offering				offering
Named Executive Officers
Joseph V. Gulfo, M.D.			—				81,753				1.2	%			*
Marek Elbaum, Ph.D.(1)			462,500				14,070				7.3				4.5	%
Karen Krumeich			—				60,000				*				*
William R. Bronner			4,850				70,285				1.1				*
Jon I. Klippel			—				45,000				*				*
Directors
Breaux Castleman			91,570				6,168				1.5				*
Sidney Braginsky(2)			51,500				5,000				*				*
George C. Chryssis(3)			94,717				12,500				1.6				1.0
Dan W. Lufkin(4)			356,231				29,187				5.9				3.7
Gerald Wagner, Ph.D.			—				—				—				—
All directors and named executive officers as a group (all 10 persons)			1,061,368				323,963				20.3	%			12.8	%
Holders of more than 5%
Patricia and Stanley Brilliant(5)			349,532				2,342				5.4				3.4
S. Donald Sussman(6)			917,767				11,693				14.2				8.8
Eric Dobkin(7)			351,523				7,015				5.5				3.4

*	Less than one percent.

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(1)	Marek Elbaum, Ph.D. resigned as a director and our Chief Science and Technology Officer effective as of May 31, 2005.
(2)	Includes 51,500 shares of common stock held by Double D Venture Fund, LLC, an investment fund with which Mr. Braginsky is affiliated. Mr. Braginsky expressly disclaims ownership of these shares except to the extent of his pecuniary interest in Double D Venture Fund, LLC.
(3)	Includes 94,717 shares of common stock held by Arcadian Venture Partners, L.P., an investment fund with which Mr. Chryssis is affiliated. Mr. Chryssis expressly disclaims ownership of these shares except to the extent of his pecuniary interest in Arcadian Venture Partners, L.P.
(4)	Includes 140,570 shares of common stock held by trusts the beneficiaries of which are family members of Mr. Lufkin and 5,840 shares of common stock issuable upon exercise of Series C preferred stock warrants. Mr. Lufkin expressly disclaims ownership of the shares held by these trusts.
(5)	Patricia and Stanley Brilliant are husband and wife. Their business address is: 180 East End Avenue, Apt. 4A, New York, NY 10128.
(6)	The business address of S. Donald Sussman is: 2 American Lane, Greenwich, CT 06836.
(7)	The business address of Eric Dobkin is: 160 Old Church Lane, Pound Ridge, NY 10576.

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	•	the transaction is approved by the board of directors before the date the interested stockholder attained that status;
	•	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
	•	on or after the date the business combination is approved by the board of directors and authorized at a meeting of stockholders, by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

	•	any merger or consolidation involving the corporation and the interested stockholder;
	•	any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
	•	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
	•	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or
	•	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

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	•	Vacancies Filled by the Board. Vacancies on our board of directors may be filled by a majority of the remaining directors (even if they constitute less than a quorum), or by a sole remaining director.
	•	Removal of Directors. None of our directors may be removed other than for cause.
	•	Stockholder Meetings. Only our board of directors, the chairman of our board of directors or our chief executive officer may call special meetings of stockholders. Stockholders cannot call special meetings of stockholders.
	•	No Action by Written Consent. Stockholders may take action only at an annual or special meeting of stockholders. Stockholders may not act by written consent.
	•	Requirements for Advance Notification of Stockholder Proposals and Director Nominations. Stockholders must comply with advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors. In general, these provisions will provide that notice of intent to nominate a director or raise matters at such meetings must be received in writing by us not less than 90 nor more than 120 days prior to the anniversary of the date of the proxy statement for the previous year’s annual meeting of stockholders, and must contain certain information concerning the person to be nominated or the matters to be brought before the meeting and concerning the stockholder submitting the proposal.
	•	No Cumulative Voting. There is no cumulative voting in the election of directors.
	•	“Blank Check” Preferred Stock. We will be authorized to issue, without any further vote or action by the stockholders, up to 10,000,000 shares of preferred stock in one or more classes or series and, with respect to each such class or series, to fix the number of shares constituting the class or series and the designation of the class or series, the voting powers (if any) of the shares of the class or series, and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such class or series.
	•	Regulatory Approval. We are also required to obtain the approval of certain regulatory agencies, such as the NASD, for certain transactions that could result in a change of control. See “Business — Regulation.”

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	•	beginning on the effective date of this prospectus, in addition to the shares sold in the offering, approximately 1,229,577 of our restricted shares will be eligible for sale under Rule 144, of which approximately 408,402 shares will be eligible for sale subject to the volume, manner of sale and other limitations under Rule 144 and approximately 821,175 shares will be eligible for sale as unrestricted shares under Rule 144(k);
	•	beginning 270 days after the effective date of this prospectus, approximately 6,347,015 of our restricted shares will be eligible for sale under Rule 144 (which includes the 1,229,577 restricted shares referred to above), of which approximately 3,226,819 shares will be eligible for sale subject to the volume, manner of sale and other limitations under Rule 144 and approximately 3,120,196 shares will be eligible for sale as unrestricted shares under Rule 144(k); and
	•	beginning October 27, 2006, approximately an additional 166,149 of restricted shares will be eligible for sale subject to the volume, manner of sale and other limitations under Rule 144.

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	•	one percent of the number of shares of common stock then outstanding, which will equal approximately 95,136 shares immediately after the offering; or
	•	the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

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	•	an individual who is a citizen or resident of the US;
	•	a corporation or partnership (including any entity treated as a corporation or partnership for US federal income tax purposes) created or organized in or under the laws of the US or any State thereof or the District of Columbia, other than a partnership treated as foreign under US Treasury regulations;
	•	an estate whose income is includible in gross income for US federal income tax purposes regardless of its source; or
	•	a trust (1) if a US court is able to exercise primary supervision over the administration of the trust and one or more US persons have authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable Treasury regulations to be treated as a US person.

	•	US federal gift tax consequences, US state or local or non-US tax consequences;
	•	specific facts and circumstances that may be relevant to a particular non-US holder’s tax position, including, if the non-US holder is a partnership or trust that the US tax consequences of holding and disposing of our common stock may be affected by certain determinations made at the partner or beneficiary level;
	•	the tax consequences for the stockholders, partners or beneficiaries of a non-US holder;
	•	special tax rules that may apply to particular non-US holders, such as financial institutions, insurance companies, tax-exempt organizations, hybrid entities, US expatriates, broker-dealers, and traders in securities; or
	•	special tax rules that may apply to a non-US holder that holds our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment.

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	•	the gain is effectively connected with a non-US holder’s conduct of a trade or business in the US or, alternatively, if an income tax treaty applies, is attributable to a permanent establishment maintained by the non-US holder in the US; in these cases, the gain will be taxed on a net income basis at the regular graduated rates and in the manner applicable to US persons, unless an applicable treaty provides otherwise, and, if the non-US holder is a foreign corporation, the branch profits tax described above may also apply;
	•	the non-US holder is an individual who holds our common stock as a capital asset, is present in the US for 183 days or more in the taxable year of the disposition and meets other requirements; in this case, the non-US holder will be subject to a 30% tax on the gain derived from the disposition; or
	•	we are or have been a US real property holding corporation (USRPHC) for US federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-US holder held our common stock; in this case, the non-US holder may be subject to US federal income tax on its net gain derived from the disposition of our common stock at regular graduated rates. Generally, a corporation is a USRPHC if the fair market value of its US real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. If we are, or were to become, a USRPHC, gain realized upon disposition of our common stock by a non-US holder that did not directly or indirectly own more than 5% of our common stock during the shorter of the five-year period ending on the date of disposition or the period that the non-US holder held our common stock generally would not be subject to US federal income tax, provided that our common stock is “regularly traded on an established securities market” within the meaning of Section 897(c)(3) of the Code. We believe that we are not currently, and we do not anticipate becoming in the future, a USRPHC.

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Underwriters		Number of shares
ThinkEquity Partners LLC
Stanford Group Company
Total			4,000,000

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Paid by company

Paid by selling stockholders

No exercise

Full exercise

No exercise

Full exercise

Per share

$

$

$

$

Total

$

$

$

$

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Financial Statements:
Report of Independent Registered Public Accounting Firm				F-2
	Balance sheets as of December 31, 2004 and 2003 and June 30, 2005 (unaudited)			F-3
	Statements of operations for the years ended December 31, 2004, 2003 and 2002 and six months ended June 30, 2004 and 2005 (unaudited)			F-4
	Statements of changes in stockholders’ (deficiency) equity for the years ended December 31, 2004, 2003 and 2002 and six months ended June 30, 2005 (unaudited)			F-5
	Statements of cash flows for the years ended December 31, 2004, 2003 and 2002 and six months ended June 30, 2004 and 2005 (unaudited)			F-6
	Notes to financial statements			F-7

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				December 31,				December 31,								Pro-forma
				2003				2004				June 30, 2005				June 30, 2005
				(Audited)				(Audited)				(Unaudited)
								(Restated				(Restated				(Unaudited)
								Note 13)				Note 13)				(Note 1)
ASSETS
Current Assets:
	Cash and cash equivalents			$	116,691			$	108,705			$	176,208			$	176,208
	Marketable securities				—				6,594,751				3,617,713				3,617,713
	Accounts receivable, net				16,679				7,128				—				—
	Inventories				72,865				69,755				—				—
	Prepaid expenses and other current assets				10,697				32,844				23,550				23,550
	Assets held for sale				—				—				156,677				156,677
	Deferred registration costs				—				—				752,042				752,042
		Total Current Assets			216,932				6,813,183				4,726,190				4,726,190
Property and equipment, net					18,418				89,306				154,510				154,510
Patents and trademarks, net					178,157				163,459				86,517				86,517
Other assets					18,248				30,201				30,201				30,201
		Total Assets		$	431,755			$	7,096,149			$	4,997,418			$	4,997,418
LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY
Current Liabilities:
	Accounts payable (includes related parties of $2,000 as of December 31, 2004, and $79,645 as of June 30, 2005)			$	211,810			$	338,821			$	233,504			$	233,504
	Accrued expenses				363,270				228,583				339,283				339,283
	Accrued registration costs				—				—				672,873				672,873
	Deferred revenues				—				106,335				—				—
	Notes payable — stockholders and employees				48,000				—				—				—
	Notes payable — other				15,000				—				—				—
	Other current liabilities				11,976				17,284				—				—
		Total Current Liabilities			650,056				691,023				1,245,660				1,245,660
REDEEMABLE CONVERTIBLE PREFERRED STOCK
	Redeemable preferred stock Series B convertible 992,986 shares designated (liquidation preference $2.26 per share); issued and outstanding 992,986 shares at December 31, 2003 and 2004 and June 30, 2005 and 0 shares at June 30, 2005, pro forma				2,244,147				2,244,147				2,244,147				—
	Redeemable preferred stock Series C convertible 5,744,340 shares designated (liquidation preference $2.26 per share); issued and outstanding 907,077 shares at December 31, 2003 and 5,414,779 shares at December 31, 2004 and June 30, 2005 and 0 shares at June 30, 2005, pro forma				1,822,950				7,711,027				8,357,522				—
COMMITMENTS AND CONTINGENCIES
Stockholders’ (Deficiency) Equity:
	Preferred stock — $.10 par value; authorized 16,936,704 shares:
	Series A convertible preferred stock, 199,380 shares designated — (liquidation preference $5.00 per share); issued and outstanding 198,000 shares at December 31, 2003 and 2004 and June 30, 2005 and 0 shares at June 30, 2005, pro forma				972,311				972,311				972,311				—
	Common stock — $.001 par value; authorized 30,000,000 shares; issued and outstanding 1,684,760 shares at December 31, 2003 and 1,809,758 shares at December 31, 2004 and June 30, 2005 and 6,513,164 shares at June 30, 2005, pro forma				1,685				1,810				1,810				6,513
	Additional paid-in capital				5,119,923				9,611,094				9,035,398				20,604,675
	Notes receivable for stock subscriptions				(69,000	)			(69,000	)			—				—
	Deferred compensation				(22,500	)			(159,300	)			(143,370	)			(143,370	)
	Accumulated deficit				(10,287,817	)			(13,906,963	)			(16,716,060	)			(16,716,060	)
		Stockholders’ (Deficiency) Equity			(4,285,398	)			(3,550,048	)			(6,849,911	)			3,751,758
		Total Liabilities and Stockholders’ (Deficiency) Equity		$	431,755			$	7,096,149			$	4,997,418			$	4,997,418

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			Year ended												Six months ended
			December 31,				December 31,				December 31,				June 30,				June 30,
			2002				2003				2004				2004				2005
			(Audited)				(Audited)				(Audited)				(Unaudited)				(Unaudited)
											(Restated								(Restated
											Note 13)								Note 13)
Revenue from grants			$	547,290			$	—			$	—			$	—			$	—
Operating expenses:
	Cost of grant revenue			563,598				—				—				—				—
	General and administrative expenses			511,225				1,034,397				1,234,210				639,079				995,931
	Research and development			404,331				828,239				1,891,551				693,052				1,545,824
Operating loss from continuing operations				(931,864	)			(1,862,636	)			(3,125,761	)			(1,332,131	)			(2,541,755	)
Interest income				(2,189	)			(1,373	)			(27,935	)			(543	)			(62,769	)
Interest expense				10,117				76,923				94,976				82,340				—
				7,928				75,550				67,041				81,797				(62,769	)
Loss from continuing operations				(939,792	)			(1,938,186	)			(3,192,802	)			(1,413,928	)			(2,478,986	)
Loss from discontinued operations				(201,259	)			(11,917	)			(426,344	)			(101,853	)			(330,111	)
Net loss				(1,141,051	)			(1,950,103	)			(3,619,146	)			(1,515,781	)			(2,809,097	)
Less:
	Preferred stock deemed dividends			214,245				321,830				676,218				242,693				719,064
	Preferred stock accretion			180,009				25,228				257,545				25,228				646,496
Stock distribution of preferred Series B shares				—				101,700				—				—
Net Loss Attributable to Common Stockholders			$	(1,535,305	)		$	(2,398,861	)		$	(4,552,909	)		$	(1,783,702	)		$	(4,174,657	)
Net loss per share, basic and diluted:
Continuing operations				(0.87	)			(1.48	)			(2.34	)			(0.98	)			(2.13	)
Discontinued operations				(0.13	)			(0.01	)			(0.24	)			(0.06	)			(0.18	)
Basic and diluted net loss per common share			$	(1.00	)		$	(1.49	)		$	(2.58	)		$	(1.04	)		$	(2.31	)
Basic and diluted weighted average number of shares outstanding				1,534,760				1,614,897				1,766,608				1,722,743				1,809,758
Pro forma basic and diluted loss from continuing operations per common share (unaudited)											$	(0.80	)						$	(0.38	)
Pro forma basic and diluted weighted average number of common shares outstanding (unaudited)												3,967,024								6,513,164

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		Convertible
		preferred stock
		Series A								Common stock								Additional																Total
																		paid-in				Notes				Deferred				Accumulated				stockholders’
		Shares				Amount				Shares				Amount				capital				receivable				compensation				deficit				(deficiency)
Balance at January 1, 2002			198,000			$	972,311				1,534,760			$	1,535			$	2,932,174							$	(117,000	)		$	(7,196,663	)		$	(3,407,643	)
Amortization of deferred compensation																											72,000								72,000
Net loss																															(1,141,051	)			(1,141,051	)
Preferred stock accretion																			(180,009	)															(180,009	)
Balance at December 31, 2002			198,000			$	972,311				1,534,760			$	1,535			$	2,752,165				—			$	(45,000	)		$	(8,337,714	)		$	(4,656,703	)
Preferred stock accretion																			(25,228	)															(25,228	)
Amortization of deferred compensation																											22,500								22,500
Issuance of common stock in exchange for notes receivable											150,000				150				68,850				(69,000	)											—
Adjustment for reduction to liquidation value of Series B preferred stock																			2,329,000																2,329,000
Stock distribution of preferred Series B shares																			(101,700	)															(101,700	)
Common stock options issued for consulting fees																			96,836																96,836
Net loss																															(1,950,103	)			(1,950,103	)
Balance at December 31, 2003			198,000			$	972,311				1,684,760			$	1,685			$	5,119,923			$	(69,000	)		$	(22,500	)		$	(10,287,817	)		$	(4,285,398	)
Sale of common stock											124,998				125				137,375																137,500
Deferred compensation-stock option awards to employees																			159,300								(159,300	)							—
Issuance of options to non-employee directors																			150,450																150,450
Preferred stock accretion																			(257,545	)															(257,545	)
Warrants issued in connection with preferred Series C stock																			2,643,392																2,643,392
Beneficial conversion feature in connection with preferred Series C stock																			1,465,003																1,465,003
Issuance of options to consultants																			72,800																72,800
Issuance of warrants to consultant																			120,396																120,396
Amortization of deferred compensation																											22,500								22,500
Net loss																															(3,619,146	)			(3,619,146	)
Balance at December 31, 2004			198,000			$	972,311				1,809,758			$	1,810			$	9,611,094			$	(69,000	)		$	(159,300	)		$	(13,906,963	)		$	(3,550,048	)
Preferred stock accretion																			(646,496	)															(646,496	)
Value of options vesting on attainment of milestone																			70,800																70,800
Retirement of note receivable																							69,000												69,000
Amortization of deferred compensation																											15,930								15,930
Net loss																															(2,809,097	)			(2,809,097	)
Balance at June 30, 2005 (unaudited)			198,000			$	972,311				1,809,758			$	1,810			$	9,035,398			$	—			$	(143,370	)		$	(16,716,060	)		$	(6,849,911	)

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						Year ended												Six months ended
						December 31,				December 31,				December 31,				June 30,				June 30,
						2002				2003				2004				2004				2005
						(audited)				(audited)				(audited)				(unaudited)				(unaudited)
Cash flows from operating activities:
	Loss from continuing operations					$	(939,792	)		$	(1,938,186	)		$	(3,192,802	)		$	(1,413,928	)		$	(2,478,986	)
	Loss from discontinued operations						(201,259	)			(11,917	)			(426,344	)			(101,853	)			(330,111	)
		Net loss				$	(1,141,051	)		$	(1,950,103	)		$	(3,619,146	)		$	(1,515,781	)		$	(2,809,097	)
	Adjustments to reconcile net loss to net cash used in operating activities:
			Allowance for doubtful accounts				—				(13,288	)			(9,000	)			—				(1,000	)
			Depreciation and amortization				33,329				30,987				35,860				14,578				25,098
			Noncash compensation and amortization of deferred compensation				72,000				22,500				172,950				11,250				86,730
			Common stock options and warrant issued for consulting fees				—				96,836				193,196				—				—
			Retirement of stock subscription receivable for consulting services				—				—				—				—				34,500
			Amortization of discount on marketable securities				—				—				(10,001	)			—				(30,072	)
			Imputed interest expense attributable to preferred Series C				—				45,000				—				—				—
			Imputed interest expense on bridge loan				—				—				80,000				80,000				—
			Changes in operating assets and liabilities:
				(Increase) decrease in receivables			(3,326	)			53,585				20,662				(64,794	)			8,128
				Decrease (increase) in inventories			67,279				(39,296	)			3,110				(8,826	)			(16,122	)
				Decrease (increase) in prepaid expenses and other current assets			6,060				(3,464	)			(36,211	)			(4,768	)			9,293
				Deferred registration costs			—				—				—				—				(79,169	)
				Increase (decrease) in accounts payable and accrued expenses			237,660				137,414				(7,676	)			(76,936	)			5,382
				(Decrease) increase in deferred revenues			—				(57,300	)			106,335				10,000				(106,335	)
				Increase (decrease) in other current liabilities			44,373				(21,879	)			5,308				(11,976	)			(17,284	)
				Net cash used in operating activities			(683,676	)			(1,699,008	)			(3,064,613	)			(1,567,253	)			(2,889,948	)
Cash flows from investing activities:
	Patent costs						—				(5,986	)			(3,166	)			(2,712	)			(2,822	)
	Purchases of property and equipment						—				(2,432	)			(88,884	)			(6,050	)			(81,337	)
	Maturities (purchase) of marketable securities						518,050				—				(6,584,750	)			—				3,007,110
				Net cash provided by (used in) investing activities			518,050				(8,418	)			(6,676,800	)			(8,762	)			2,922,951
Cash flows from financing activities:
	Proceeds from issuance of Series C preferred stock						—				1,500,000				9,171,480				1,100,000				—
	Expenses related to Series C preferred stock offering						—				(252,278	)			(447,553	)			—				—
	Proceeds from (repayment of) notes payable to stockholders						—				48,000				(48,000	)			—				—
	Proceeds from issuance of notes payable						—				520,000				920,000				920,000				—
	Proceeds from sale of common stock						—				—				137,500				137,500				—
	Payment for stock subscription receivable														—				—				34,500
				Net cash provided by financing activities			—				1,815,722				9,733,427				2,157,500				34,500
Net (decrease) increase in cash and cash equivalents							(165,626	)			108,296				(7,986	)			581,485				67,503
Cash and cash equivalents at beginning of period							174,021				8,395				116,691				116,691				108,705
Cash and cash equivalents at end of period						$	8,395			$	116,691			$	108,705			$	698,176			$	176,208
Supplemental Cash Flow Information:
Cash paid for interest						$	—			$	24,378			$	14,976			$	—			$	—
Supplemental Schedule of Noncash Financing Activities:
Notes payable exchanged for Series C preferred stock						$	—			$	505,000			$	1,015,000			$	—			$	—
Notes receivable received for common stock						$	—			$	69,000			$	—			$	—			$	—
Preferred stock accretion						$	180,009			$	25,228			$	257,545			$	25,228			$	646,496
Reduction to liquidation value Series B preferred stock										$	2,329,000
Beneficial conversion feature in connection with Series C preferred stock														$	1,465,003
Fair value of warrants issued in connection with Series C preferred stock														$	2,643,392
Accrued registration costs																						$	672,873
Reclassification of inventories and patents to assets held for sale																						$	156,677

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1.	Principal Business Activities and Summary of Significant Accounting Policies:

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		December 31,												June 30,
		2002				2003				2004				2004				2005
Net loss attributable to common stockholders, as reported		$	(1,535	)		$	(2,399	)		$	(4,553	)		$	(1,784	)		$	(4,175	)
Add: stock-based employee compensation included in reported net loss, net of income tax effect			72				23				173				11				87
Deduct: stock-based employee compensation expense determined under fair-value-based method, net of related tax effect			(75	)			(65	)			(186	)			(8	)			(90	)
Pro forma net loss		$	(1,538	)		$	(2,441	)		$	(4,566	)			(1,781	)		$	(4,178	)
Basic and diluted loss per share, as reported		$	(1.00	)		$	(1.49	)		$	(2.58	)		$	(1.04	)		$	(2.31	)
Basic and diluted loss per share, pro forma		$	(1.00	)		$	(1.51	)		$	(2.58	)		$	(1.04	)		$	(2.31	)

		December 31,												June 30,
		2002				2003				2004				2004				2005
Expected volatility			1	%			1	%			60	%			60	%			—
Risk-free interest rate			4.52	%			4.52	%			3.17	%			3.39	%
			to				to				to
			5.43	%			5.43	%			3.94	%
Expected option life (in years)			10				10				5				5
Expected dividend yield			0	%			0	%			0	%			0	%

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2.	Marketable Securities:

		December 31, 2004												June 30, 2005
		Gross												Gross
		unrealized				Fair				Amortized				unrealized				Fair				Amortized
		loss				value				cost				loss				value				cost
Corporate commercial paper		$	—			$	2,500			$	2,500			$	—			$	—			$	—
Corporate debt			(10	)			2,497				2,507				(2	)			2,024				2,026
United States Treasury note			(8	)			1,580				1,588				(7	)			1,585				1,592
		$	(18	)		$	6,577			$	6,595			$	(9	)		$	3,609			$	3,618

3.	Property and Equipment:

		December 31,
										June 30,				Estimated
		2003				2004				2005				useful life
Leasehold improvements		$	23			$	32			$	65				5-10 years
Laboratory and research equipment			61				119				119				5 years
Office furniture and equipment			113				135				184				5 years
			197				286				368
Less accumulated depreciation and amortization			179				197				213
		$	18				89			$	155

4.	Patents:

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Year ended December 31,
	2005		$	14
	2006			10
	2007			10
	2008			10
	2009			10
Thereafter				40
			$	94

5.	Notes Payable-Stockholders:

6.	Commitments and Contingencies:

Year ended December 31,
	2005		$	205
	2006			204
	2007			213
	2008			217
	2009			170
Thereafter				105
			$	1,114

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7.	Employee Benefit Plan:

8.	Stockholders’ (Deficiency) Equity and Redeemable Preferred Stock (as restated — see Note 13):

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										Year ended
						Accretion				December 31,								Six months
		Total				period in												ended
		amount				months				2003				2004				June 30, 2005
June 2003 Series C financing costs		$	252				60			$	25			$	51			$	25
Oct. 2004 Series C financing costs			448				44								20				61
Value of Series C warrants			2,643				44								120				361
Beneficial Conversion — Series C			1,465				44				—				67				200
Total		$	4,808							$	25			$	258			$	647

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Balance at December 31, 2003		$	1,823
Issuance of Series C preferred stock in 2004, less associated costs of $447, value of warrants sold therewith of $2,643, and allocation to beneficial conversion feature of $1,465			5,630
Preferred stock accretion			258
Balance at December 31, 2004		$	7,711
Preferred stock accretion			647
Balance at June 30, 2005		$	8,358

9.	Stock Options and Warrants:

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						Weighted-
						average
						exercise
		Warrants				price
Outstanding at January 1, 2002			10,505			$	10.00
Expired			(9,815	)			10.00
Outstanding at December 31, 2002			690			$	10.00
Granted			369,303				12.72
Outstanding at December 31, 2003			369,993				12.70
Granted			2,389,620				12.60
Expired			(690	)			10.00
Outstanding at December 31, 2004			2,758,923			$	12.61

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						Weighted-
						average
		Number				exercise
		of shares				price
Outstanding at January 1, 2002			128,050			$	2.28
Granted			14,531				1.00
Outstanding at December 31, 2002			142,581				2.16
Granted			158,565				.94
Expired/ Forfeited			(10,468	)			.96
Outstanding at December 31, 2003			290,678				1.12
Granted			679,525				.46
Expired/ Forfeited			(5,000	)			1.00
Outstanding at December 31, 2004			965,203				.66
Expired/ Forfeited			(65,328	)			.89
Outstanding at June 30, 2005			899,875			$	.64
Options exercisable at December 31, 2004			428,729			$	.89
Options exercisable at June 30, 2005			446,675				.82

		Options outstanding
														Options exercisable
						Weighted-
						average				Weighted-								Weighted-
						remaining				average								average
Range of		Number				contractual				exercise				Number				exercise
exercise prices		outstanding				life				price				exercisable				price
$.01-$.46			694,525				4.7 years			$	.46				173,989			$	.46
$.47-$1.00			265,678				6.5 years				1.00				249,740				1.00
$1.01-$10.00			5,000				.4 years				10.00				5,000				10.00
$.01-$10.00			965,203				5.7 years			$	.66				428,729			$	.89

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13.	Revisions to Previously Issued Financial Statements as of and for the Year Ended December 31, 2004 and Six Months Ended June 30, 2005.

		As previously
		reported				As restated				Adjustment
Value of warrants		$	3,158,948			$	2,643,392			$	515,556
Value of beneficial conversion feature			2,385,063				1,465,003				920,060

		Series C				Additional				Stockholders’
		preferred				paid-in				(deficiency)
		stock				capital				equity
As previously reported, December 31, 2004		$	6,340,666			$	10,981,455			$	(2,179,687	)
Adjustment of relative fair value of warrants issued with Series C preferred stock			515,556				(515,556	)			(515,556	)
Adjustment of amount of beneficial conversion feature			920,060				(920,060	)			(920,060	)
			1,435,616				(1,435,616	)			(1,435,616	)
Adjustment of accretion applicable to Series C preferred stock			(65,255	)			65,255				65,255
As restated, December 31, 2004		$	7,711,027			$	9,611,094			$	(3,550,048	)

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		Series C				Additional				Stockholders’
		preferred				paid-in				(deficiency)
		stock				capital				equity
As previously reported, June 30, 2005		$	7,182,925			$	10,209,995			$	(5,675,314	)
Net effect of above 2004 adjustments			1,370,361				(1,370,361	)			(1,370,361	)
Adjustment of accretion applicable to Series C preferred stock			(195,764	)			195,764				195,764
As restated, June 30, 2005		$	8,357,522			$	9,035,398			$	(6,849,911	)

		Year ended								Six months
		December 31, 2004								ended June 30, 2005
						Per								Per
						common								common
		Total				share				Total				share
As previously reported		$	(4,618,164	)		$	(2.61	)		$	(4,370,421	)		$	(2.41	)
Reduction in accretion applicable to preferred stock			65,255				.03				195,764				.10
As restated		$	(4,552,909	)		$	(2.58	)		$	(4,174,657	)		$	(2.31	)

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Item 13.	Other Expenses of Issuance and Distribution.

Securities and Exchange Commission registration fee			$	4,061
NASD filing fee				3,950
NASDAQ SmallCap Market filing fee				50,000
Accounting fees and expenses				385,000
Legal fees and expenses				850,000
One percent nonaccountable underwriters expense				200,000
Printing and engraving expenses				370,000
Blue sky fees and expenses				20,000
Transfer agent and registrar fees and expenses				15,000
Miscellaneous				181,989
	Total		$	2,080,000

Item 14.	Indemnification of Directors and Officers.

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Table of Contents

Exhibit Document		Number
Underwriting Agreement			1.1
Registrant’s Third Amended and Restated Certificate of Incorporation			3.1
Registrant’s Second Amended and Restated Bylaws			3.3
Second Amended and Restated Investors’ Rights Agreement dated October 26, 2004			4.2
Form of Indemnification Agreement			10.1

Item 15.	Recent Sales of Unregistered Securities.

	•	On June 20, 2003, we sold 75,000 shares of our common stock at a price of $0.46 per share to Dr. Robert Friedman, a former member of our board of directors, and 75,000 shares of our common stock at a price of $0.46 per share to Breaux Castleman, a member of our board of directors, and the chairman of our board.
	•	On June 20, 2003, we issued an aggregate of 45,000 shares of our Series B preferred stock to the 149 Series B preferred stock investors who originally purchased our Series B preferred stock in 2000 in consideration of certain amendments to their investment agreements.
	•	On June 20, 2003, we issued a warrant to purchase up to 24,890 shares of our Series C preferred stock at an exercise price of $2.26 per share to Koji Miyazaki, one of our Series C preferred stock investors.
	•	On June 20, 2003, we also issued a warrant to Dr. Marek Elbaum, a former member of our board of directors and former Chief Science and Technology Officer, to purchase up to 25,000 shares of our common stock at per share exercise price of $13.00.
	•	From June 20, 2003 through October 26, 2004, we issued an aggregate of 5,414,779 shares of our Series C preferred stock to 73 accredited investors for an aggregate consideration of $12,191,480.
	•	From June 20, 2003 through October 26, 2004, we issued warrants to purchase up to an aggregate of 2,610,643 shares of our common stock with an exercise price of $13.00 per share to certain purchasers of our Series C preferred stock.
	•	On February 2, 2004, we issued a warrant to purchase up to 121,681 shares of our Series C preferred stock with an exercise price $2.26 per share to Health Partners I, LLC.
	•	In May 2004, we issued 125,000 shares of our common stock at a per share purchase price of $0.46 to accredited investors who loaned an aggregate of $1,000,000 to the company, which loans were evidenced by convertible promissory notes, all of which converted into shares of our Series C preferred stock on October 26, 2004.
	•	On December 10, 2004, we issued a warrant to Allen & Company LLC to purchase up to 75,000 shares of our common stock at an exercise price of $7.00 per share in consideration of Allen & Company LLC’s agreement to provide certain advisory services to us.
	•	From January 1, 2002 to May 15, 2005 we granted options to purchase 852,621 shares of our common stock to employees, directors and consultants under our 1996 Plan and 2003 Plan.

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Table of Contents

Item 16.	Exhibits and Financial Statement Schedules.

Number				Exhibit Title
	1	.1*		Form of Underwriting Agreement.
	3	.1*		Third Amended and Restated Certificate of Incorporation.
	3	.2*		Form of Amended and Restated Certificate of Incorporation of Registrant to be effective upon closing of the offering.
	3	.3*		Second Amended and Restated Bylaws of the Registrant as currently in effect.
	3	.4*		Form of Amended and Restated Bylaws of the Registrant to be effective upon closing of the offering.
	4	.1*		Specimen Stock Certificate.
	4	.2*		Second Amended and Restated Investor’s Rights Agreement dated as of October 26, 2004 by and among the Registrant and the parties listed therein.
	5	.1†		Opinion of Dreier LLP.
	10	.1*		Form of Indemnification Agreement for directors and executive officers.
	10	.2*		1996 Stock Option Plan.
	10	.3*		2003 Stock Incentive Plan, as amended.
	10	.4*		2005 Stock Incentive Plan.
	10	.5*		Employment Agreement dated as of January 5, 2004 between the Registrant and Joseph V. Gulfo.
	10	.6*		Consulting Agreement dated as of May 31, 2005 between the Registrant and Marek Elbaum.
	10	.7*		Lease Agreement dated as of December 16, 1998, by and between the Registrant and Bridge Street Properties LLC, for office space located at One Bridge Street, Irvington, New York.
	10	.8*		First Amendment to the Lease Agreement dated as of May 17, 2001 by and between the Registrant and Bridge Street Properties LLC.
	10	.9*		Second Amendment to the Lease Agreement dated as of June 19, 2003 by and between the Registrant and Bridge Street Properties LLC.
	10	.10*		Lease Agreement dated as of November 23, 2004, by and between the Registrant and Bridge Street Properties LLC, for office space located at 3 West Main Street, Irvington, New York.
	10	.11*		Consulting Agreement dated as of June 1, 2005 between the Registrant and Gerald Wagner Consulting, LLC.
	10	.12*		Consulting Agreement dated as of June 20, 2003 between the Registrant and Breaux Castleman, as amended.
	10	.13*		Consulting Agreement dated as of June 1, 2005 between the Registrant and Robert Friedman, M.D.
	10	.14*		Task Order Agreement dated as of July 13, 2005 between the Registrant and Battelle Memorial Institute.
	10	.15*		Third Amendment dated as of June 6, 2005, by and between the Registrant and Bridge Street Properties LLC, for office space located at 1 Bridge Street, Irvington, New York.
	14	.1*		Code of Business Conduct and Ethics.
	23	.1		Consent of Eisner LLP, Independent Registered Public Accounting Firm.

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Table of Contents

Number				Exhibit Title
	23	.2		Consent of Counsel (included in Exhibit 5.1).
	24	.1*		Power of Attorney.
	99	.1*		Consent of Director Nominee (Martin D. Cleary).

*	Previously filed.

†	This document has been refiled and replaces the version previously filed with the Registration Statement under the same exhibit number.

(b)		Financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or the notes thereto.

Item 17.	Undertakings.

	(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Table of Contents

	ELECTRO-OPTICAL SCIENCES, INC.

	By:	/s/ Joseph V. Gulfo

	Joseph V. Gulfo
	President and Chief Executive Officer

Name				Title		Date
Principal Executive Officer:
/s/ Joseph V. Gulfo   Joseph V. Gulfo				President, Chief Executive Officer and Director		October 12, 2005
Principal Financial Officer and Principal Accounting Officer:
/s/ Karen Krumeich   Karen Krumeich				Vice President, Finance and Chief Financial Officer		October 12, 2005
Additional Directors:
*   Breaux Castleman				Director, Chairman of the Board of Directors		October 12, 2005
*   Sidney Braginsky				Director		October 12, 2005
*   George C. Chryssis				Director		October 12, 2005
*   Dan W. Lufkin				Director		October 12, 2005
*   Gerald Wagner				Director		October 12, 2005
*By:		/s/ Joseph V. Gulfo   Joseph V. Gulfo Attorney-in-fact

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Table of Contents

Number				Exhibit Title
	1	.1*		Form of Underwriting Agreement.
	3	.1*		Third Amended and Restated Certificate of Incorporation.
	3	.2*		Form of Amended and Restated Certificate of Incorporation of Registrant to be effective upon closing of the offering.
	3	.3*		Second Amended and Restated Bylaws of the Registrant as currently in effect.
	3	.4*		Form of Amended and Restated Bylaws of the Registrant to be effective upon closing of the offering.
	4	.1*		Specimen Stock Certificate.
	4	.2*		Second Amended and Restated Investor’s Rights Agreement dated as of October 26, 2004 by and among the Registrant and the parties listed therein.
	5	.1†		Opinion of Dreier LLP.
	10	.1*		Form of Indemnification Agreement for directors and executive officers.
	10	.2*		1996 Stock Option Plan.
	10	.3*		2003 Stock Incentive Plan, as amended.
	10	.4*		2005 Stock Incentive Plan.
	10	.5*		Employment Agreement dated as of January 5, 2004 between the Registrant and Joseph V. Gulfo.
	10	.6*		Consulting Agreement dated as of May 31, 2005 between the Registrant and Marek Elbaum.
	10	.7*		Lease Agreement dated as of December 16, 1998, by and between the Registrant and Bridge Street Properties LLC, for office space located at One Bridge Street, Irvington, New York.
	10	.8*		First Amendment to the Lease Agreement dated as of May 17, 2001 by and between the Registrant and Bridge Street Properties LLC.
	10	.9*		Second Amendment to the Lease Agreement dated as of June 19, 2003 by and between the Registrant and Bridge Street Properties LLC.
	10	.10*		Lease Agreement dated as of November 23, 2004, by and between the Registrant and Bridge Street Properties LLC, for office space located at 3 West Main Street, Irvington, New York.
	10	.11*		Consulting Agreement dated as of June 1, 2005 between the Registrant and Gerald Wagner Consulting, LLC.
	10	.12*		Consulting Agreement dated as of June 20, 2003 between the Registrant and Breaux Castleman, as amended.
	10	.13*		Consulting Agreement dated as of June 1, 2005 between the Registrant and Robert Friedman, M.D.
	10	.14*		Task Order Agreement dated as of July 13, 2005 between the Registrant and Battelle Memorial Institute.
	10	.15*		Third Amendment dated as of June 6, 2005, by and between the Registrant and Bridge Street Properties LLC, for office space located at 1 Bridge Street, Irvington, New York.
	14	.1*		Code of Business Conduct and Ethics.
	23	.1		Consent of Eisner LLP, Independent Registered Public Accounting Firm.
	23	.2		Consent of Counsel (included in Exhibit 5.1).
	24	.1*		Power of Attorney.
	99	.1*		Consent of Director Nominee (Martin D. Cleary).

*	Previously filed.

†	This document has been refiled and replaces the version previously filed with the Registration Statement under the same exhibit number.

                                                                     EXHIBIT 5.1


                            [DREIER LLP LETTERHEAD]



                                                        October 12, 2005

Electro-Optical Sciences, Inc.
3 West Main Street
Suite 201
Irvington, New York  10533

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-1
(File Number 333-125517) filed by Electro-Optical Science, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") on June 3, 2005 (as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4 thereto filed on July 15, 2005,  August 8,
2005, August 12, 2005, September 27, 2005 and October 12, 2005, respectively, as
such may be further amended or supplemented, the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 4,600,000 shares of the Company's Common Stock (the
"Shares"). The Shares, which include up to 600,000 shares of Common Stock
issuable pursuant to an over-allotment option granted to the underwriters, are
to be sold to the underwriters as described in such Registration Statement for
sale to the public or issued to the representatives of the underwriters. As your
counsel in connection with this transaction, we have examined the proceedings
proposed to be taken in connection with said sale and issuance of the Shares.

     As counsel for the Company, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary for the purposes of rendering this opinion. In our examination,
we have assumed the genuineness of all signatures, the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as copies.

     In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of any shares of Stock, the Registration
Statement will have been declared effective under the Securities Act of 1933, as
amended, that the registration will apply to the Shares and will not have been
modified or rescinded and that there will not have occurred any change in law
affecting the validity of the issuance of the Shares.

     We are admitted to practice law in the State of New York, and we render
this opinion only with respect to, and express no opinion herein concerning the
application or effect of the laws of any jurisdiction other than, the existing
laws of the United States of America, of the State



Electro-Optional Sciences, Inc.
October 12, 2005
Page 2


of New York and of the Delaware General Corporation Law, and reported judicial
decisions relating thereto.

     Based on the foregoing, it is our opinion that the Shares, when issued and
sold in the manner and for the consideration described in the Registration
Statement and in accordance with the resolutions adopted by the Board of
Directors of the Company and the resolutions to be adopted by the Pricing
Committee of the Board of Directors of the Company establishing the public
offering price of the Shares, will be legally and validly issued, fully paid and
nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. This opinion is intended solely for use in connection with
issuance and sale of the Shares and is not to be relied upon for any other
purpose. We assume no obligation to advise you of any fact, circumstance, event
or change in the law or the facts that may hereafter be brought to our attention
whether or not such occurrence would affect or modify the opinions expressed
herein.

                                                 Very truly yours,

                                                 /s/  DREIER LLP

                                                 DREIER LLP

                                                                    Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated May 31, 2005, except as to Notes 8 and 13, the date of
which is August 3, 2005, and Note 1 (Reverse Stock Split and Conversion of
Preferred Stock), the date of which is September 27, 2005, in the Registration
Statement on Form S-1 (No.333-125517) and related Prospectus of Electro-Optical
Sciences, Inc.




/s/ Eisner LLP
New York, New York
October 11, 2005