SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.___)*
Electro-Optical Sciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
285192100
(CUSIP Number)
December 31, 2005
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] 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
disclosures provided in a prior cover page.
The information required on 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).
(Continued on the Following Pages)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Caremi Partners Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
929,460
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
929,460
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,460
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Donald Sussman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
929,460
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
929,460
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,460
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). Name of Issuer:
Electro-Optical Sciences, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
3 West Main Street, Suite 201
Irvington, New York 10533
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are: Caremi
Partners Ltd., a Delaware corporation ("Caremi"), and S. Donald Sussman ("Mr.
Sussman," and collectively, the "Reporting Persons"). Mr. Sussman is the
controlling person of Caremi and may be deemed to beneficially own the shares
beneficially owned by Caremi.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address for Caremi is 2 American Lane, Greenwich,
Connecticut 06836.
The principal business address for Mr. Sussman is 6100 Red Hook Quarter,
18B, Suites C, 1-6, St. Thomas, United States Virgin Islands 00802.
Item 2(c). Citizenship:
Caremi is a Delaware corporation.
Mr. Sussman is a citizen of the United States.
Item 2(d). Title of Class of Securities
Common Stock, par value $.001 (the "Common Stock").
Item 2(e). CUSIP Number: 285192100
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Caremi beneficially owns 929,460 shares of Common Stock
consisting of: (i) 917,767 shares of Common Stock, and (ii)
warrants exercisable for 11,693 shares of Common Stock. Mr.
Sussman may be deemed to be the beneficial owner of the shares
of Common Stock beneficially owned by Caremi.
(b) Percent of class:
The Reporting Persons have beneficial ownership of 929,460
shares of Common Stock constituting 8.6% of all of the
outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote
Caremi and Mr. Sussman have shared power to vote or direct
the vote of the 929,460 shares of Common Stock owned by
Caremi.
(iii) Sole power to dispose or to direct the disposition of
Not applicable.
(iv) Shared power to dispose or to direct the disposition of
Caremi and Mr. Sussman have shared power to dispose or direct
the disposition of the 929,460 shares of Common Stock owned
by Caremi.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit B attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: February 14, 2006
CAREMI PARTNERS LTD.
By: /s/Steven Ruchefsky
-------------------------
Steven Ruchefsky,
President
/s/S. Donald Sussman
--------------------------------
S. Donald Sussman
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Electro-Optical Sciences, Inc. dated February 14,
2006 is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: February 14, 2006
CAREMI PARTNERS LTD.
By: /s/Steven Ruchefsky
-------------------------
Steven Ruchefsky,
President
/s/S. Donald Sussman
--------------------------------
S. Donald Sussman
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
Caremi Partners Ltd.
S. Donald Sussman