UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.:
Name of Issuer: ELECTRO-OPTICAL SCIENCES, INC.
Title of Class of Securities: COMMON STOCK $0.001 PAR VALUE
CUSIP Number: 285192100
Date of Event Which Requires Filing of This Statement: October 28, 2005
Check the appropriate box to designate the
rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1. Name of Reporting Person and S.S. or I.R.S. Identification No of Above
Person: Pequot Capital Management, Inc.
Tax ID: 06-1524885
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization:
Connecticut
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power: 1,100,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,100,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,100,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
11. Percent of Class Represented by Amount in Row (9): 10.46%
12. Type of Reporting Person: IA, CO
Item 1(a) Name of Issuer: ELECTRO-OPTICAL SCIENCES, INC.
1(b) Address of Issuer's Principal Executive Offices:
3 West Main Street, Suite 201, Irvington, NY 10533
Item 2(a)-(c). Name, Principal Business Address, and Citizenship of Persons
Filing:
Pequot Capital Management, Inc., 500 Nyala Farm Road, Westport,
CT, 06880, which is a Connecticut corporation.
(d) Title of Class of Securities: COMMON STOCK $0.001 PAR VALUE
(e) CUSIP Number: 285192100
Item 3. This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).
Pequot Capital Management, Inc. is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
Ownership as of October 28, 2005 is incorporated herein by reference
from items (5) - (9) and (11) of the cover page of the Reporting
Person.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Reporting Person is an investment adviser registered under Section
203 of the Investment Advisers Act of 1940 and, as such, has beneficial
ownership of the shares which are the subject of this filing through the
investment discretion the Reporting Person exercises over its clients'
accounts.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of the Group.
Not applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and belief, the
Securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 10, 2005
PEQUOT CAPITAL MANAGEMENT, INC.
By: /s/ Aryeh Davis
-------------------------------
Title: Chief Operating Officer,
General Counsel and Secretary