8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


August 4, 2008
Date of Report (Date of earliest event reported)

PhotoMedex, Inc.
(Exact name of Registrant as specified in its charter)

Delaware	0-11635	59-2058100
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

147 Keystone Drive, Montgomeryville, Pennsylvania 18936

(Address of principal executive offices)

(Zip Code)

(215) 619-3600
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02        RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 4, 2008, the Registrant issued a press release reporting its results of operations for the quarter ended June 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01        FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS.

          99.1          Press Release, dated August 4, 2008.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PHOTOMEDEX, INC.
Dated:	August 4, 2008	By:	/s/ Jeffrey F. O'Donnell
			Jeffrey F. O'Donnell
			Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated August 4, 2008.

EX-99.1

Contacts:	Lippert/Heilshorn & Associates, Inc. PhotoMedex, Inc.
	Kim Sutton Golodetz (investors)	Dennis McGrath, CFO
	212-838-3777	215-619-3287
	Kgolodetz@lhai.com	info@photomedex.com
	Bruce Voss, 310-691-7100
	Bvoss@lhai.com

PHOTOMEDEX REPORTS 2008 SECOND QUARTER RESULTS

ANNOUNCES SALE OF SURGICAL SERVICES BUSINESS

MONTGOMERYVILLE, PA. - August 4, 2008 - PhotoMedex, Inc. (NASDAQ: PHMD), a leader in the development of proprietary excimer laser and fiber optic systems as well as other products for dermatological applications, today reported financial results for the three months ended June 30, 2008 and the sale of its Surgical Services business unit.

Financial highlights of the 2008 second quarter, after adjusting prior periods for the discontinued operations of the Surgical Services business unit, include:

· Consolidated revenues of $9.4 million, up 28% versus the prior year and up 13% sequentially

· XTRAC^® domestic revenues up 55% versus the prior year and up 63% sequentially

· XTRAC recognized procedures up 50% versus the prior year and up 45% sequentially

· XTRAC domestic equipment sales up 60% versus the prior year and up 101% sequentially

· Skin Care revenue up 11% versus the prior year and up 5% sequentially

· Surgical Products revenues up 33% versus the prior year and up 3% sequentially

“We are very pleased with the sales progress we are making with the XTRAC for the treatment of psoriasis, and believe that the recent improvement in the number of third-party payers has contributed to sales acceleration. We placed 73 XTRAC lasers during the quarter, sold 21 including 18 to existing customers, and removed 13 systems. New placements represent an increase of 152% from the prior year and a 35% increase from the prior quarter, and we expect the new customer placement rate to continue to increase throughout the balance of 2008,” said Jeffrey O’Donnell, president and chief executive officer of PhotoMedex.”

Reimbursement

· Massachusetts Blue Cross and Blue Shield issued coverage for XTRAC for the treatment of mild-to-moderate psoriasis.

FDA

· Received U.S. Food and Drug Administration 510k clearance to market the new, more powerful and faster XTRAC Velocity™ excimer laser system to treat psoriasis, vitiligo, atopic dermatitis and leukoderma. The XTRAC Velocity laser system delivers the highest UV power of any medical excimer laser on the market today.

Reported Financial Results

Revenues from continuing operations for the three months ended June 30, 2008 were $9.4 million, compared with revenues from continuing operations for the three months ended June 30, 2007 of $7.3 million, an increase of 28%. Revenues from continuing operations for the six months ended June 30, 2008 were $17.8 million, compared with revenues from continuing operations for the six months ended June 30, 2007 of $14.5 million, an increase of 22%.

The loss from continuing operations for the second quarter of 2008 was $1.1 million or ($0.02) per share, compared with a loss from continuing operations for the second quarter of 2007 of $2.0 million or ($0.03) per share. The 2008 second quarter loss from continuing operations included non-cash charges and interest expense (net) of $2.3 million including stock-based compensation expense of $0.3 million, and depreciation and amortization of $1.2 million. The 2007 second quarter loss from continuing operations included non-cash charges and interest expense (net) of $1.8 million including stock-based compensation expense of $0.4 million, and depreciation and amortization of $1.2 million.

For the three months ended June 30, 2008, income from discontinued operations was $77,069. For the three months ended June 30, 2007 income from discontinued operations was $126,919. For the three months ended June 30, 2008 the loss on the sale of discontinued operations was $545,844. There was no loss on the sale of discontinued operations recorded in 2007. The net loss for the three months ended June 30, 2008 was $1.6 million or ($0.03) per share, compared with a net loss for the three months ended June 30, 2007 of $1.8 million or ($0.03) per share.

The loss from continuing operations for the first half of 2008 was $3.8 million or ($0.06) per share, compared with a loss from continuing operations for the first half of 2007 of $3.8 million or ($0.06) per share. The 2008 first half loss from continuing operations included non-cash charges and interest expense (net) of $4.2 million including stock-based compensation expense of $0.7 million, and depreciation and amortization of $2.4 million. The 2007 first half loss from continuing operations included non-cash charges and interest expense (net) of $3.5 million including stock-based compensation expense of $0.8 million, and depreciation and amortization of $2.3 million.

For the six months ended June 30, 2008, income from discontinued operations was $245,870. For the six months ended June 30, 2007 income from discontinued operations was $93,031. For the six months ended June 30, 2008 the loss on the sale of discontinued operations was $545,844. There was no loss on the sale of discontinued operations recorded in 2007. The net loss for the six months ended June 30, 2008 was $4.2 million or ($0.07) per share, compared with a net loss for the six months ended June 30, 2007 of $3.7 million or ($0.06) per share.

PhotoMedex reported positive cash flow from operations of $0.2 million for the three months ended June 30, 2008 and $1.6 million and for the six months ended June 30, 2008.

As of June 30, 2008, the Company had cash and cash equivalents of $7.4 million, including restricted cash of $0.1 million. This compares with cash and cash equivalents of $10.0 million as of December 31, 2007, including restricted cash of $0.1 million.

A reconciliation of non-GAAP financial measures to GAAP financial measures, and a presentation of the most directly comparable GAAP financial measures is included below.

Non-GAAP Measures

To supplement PhotoMedex’s consolidated financial statements presented in accordance with GAAP, PhotoMedex provides certain non-GAAP measures of financial performance. These non-GAAP measures include non-GAAP adjusted net loss and non-GAAP adjusted loss per share.

PhotoMedex’s reference to these non-GAAP measures should be considered in addition to results prepared under current accounting standards, but are not a substitute for, nor superior to, GAAP results. These non-GAAP measures are provided to enhance investors' overall understanding of PhotoMedex’s current financial performance and to provide further information for comparative purposes due to the adoption of accounting standard FAS 123R.

Specifically, the Company believes the non-GAAP measures provide useful information to both management and investors by isolating certain expenses, gains and losses that may not be indicative of the Company’s core operating results and business outlook. Reconciliation to the most directly comparable GAAP measure of all non-GAAP measures included in this press release is as follows:

	(Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net Loss (as reported)	$	(1,607,302	)	$	(1,835,958	)	$	(4,149,164	)	$	(3,719,440	)
Adjustments:
Loss on sale of discontinued operations		545,844			-			545,844			-
Stock-based compensation expense		278,928			375,772			705,471			802,091
Depreciation and amortization expense		1,194,851			1,182,715			2,409,463			2,331,915
Other non-cash charges		26,843			83,843			54,559			83,843
Interest expense, net		281,765			161,967			509,137			238,386
Total adjustments		2,328,231			1,804,297			4,224,474			3,456,235
Non-GAAP adjusted income (loss)	$	720,929		$	(31,661	)	$	75,310		$	(263,205	)
Shares used in computing basic and
diluted net loss per share		63,032,207			62,709,147			63,032,207			62,623,079
Non-GAAP adjusted income (loss) per
share	$	0.01		$	(0.00	)	$	0.00		$	(0.00	)

Sale of Surgical Services Segment

On June 13, 2008, the Company decided to sell its Surgical Services business and classify this segment as discontinued operations. Surgical Services is a fee-based procedures business using mobile surgical laser equipment operated by Company technicians at hospitals and surgery centers in the United States. On August 1, 2008, the Company entered into a definitive agreement to sell the assets held for sale including accounts receivable, inventory and equipment for $3,500,000, subject to working capital and other adjustments at closing. Closing is anticipated on August 8, 2008, subject to customary closing conditions. The accompanying consolidated financial statements reflect the operating results and balance sheet items of the discontinued operations separately from continuing operations. Prior-year financial statements for 2007 have been restated in conformity with generally accepted accounting principles to present the operations of Surgical Services as a discontinued operation.

“The proceeds from the sale of the Surgical Services business, once completed will give us additional capital to seek faster-growing, higher-margin dermatology opportunities. We appreciate the loyal service and dedication of the 50 employees who built a reputation in this area that was unsurpassed. Market conditions, however, eroded margins and masked the performance of our other higher-margin, faster-growing businesses. We believed that economies of scale to make this business more profitable could not be achieved with the current level of resources dedicated to this effort. Hence, we have agreed to sell the business unit to a company with a much larger presence in that business,” said Mr. O’Donnell.

PhotoMedex achieved a number of important corporate milestones, as follows:

Acquisition:

PhotoMedex also announced today that it entered into an agreement to acquire Photo Therapeutics Limited, a leading developer and provider of non-laser light devices and associated skin care products for the treatment of a range of clinical and aesthetic dermatological conditions. Based in both the U.K. and the U.S., Photo Therapeutics has three primary business segments: Professional Devices, Home Use Devices and Skin Care Consumables. The agreement calls for PhotoMedex to pay $13 million in cash at closing, subject to adjustment. Based upon achieving certain other milestones through June 30, 2009, this purchase price may increase by up to $7.0 million in cash, which would be payable following the end of the measurement period. The parties currently expect to consummate the acquisition in the fourth quarter of 2008, subject to customary closing conditions, including receipt of certain stockholder approvals.

Financial Partner:

In connection with the agreement to acquire PhotoTherapeutics, Perseus, L.L.C. has agreed to provide PhotoMedex with up to $25 million of convertible debt financing, (with associated warrants) which calls for funding the initial payment to Photo Therapeutics in the amount of $13 million, working capital to the combined companies of $5 million and a standby convertible credit facility of up to $7 million to fund amounts earned by Photo Therapeutics under the earnout provisions of the Photo Therapeutics acquisition agreement. The parties currently expect to consummate the first tranche of the financing in the fourth quarter of 2008, subject to customary closing conditions, including receipt of certain stockholder approvals.

Conference Call

PhotoMedex will hold a conference call to discuss the Company's second quarter 2008 results and answer questions today, August 4, 2008 beginning at 4:30 p.m. Eastern time.

To participate in the conference call, dial 888-256-9154 (and confirmation code # 9676495) approximately 5 to 10 minutes prior to the scheduled start time. If you are unable to participate, a digital replay of the call will be available from Monday, August 4, from 7:30 p.m. ET until midnight on Monday, August 18, by dialing 888-203-1112 and using confirmation code # 9676495.

The live broadcast of PhotoMedex, Inc.'s quarterly conference call will be available online by going to www.photomedex.com and clicking on the link to Investor Relations, and at www.streetevents.com. The online replay will be available shortly after the call at those sites.

About PhotoMedex

PhotoMedex offers a wide range of products and services across multiple specialty areas, including dermatology, urology, gynecology, orthopedics and other surgical specialties. The Company is a leader in the development, manufacturing and marketing of medical laser products and services. PhotoMedex also develops and markets products based on its patented, clinically proven Copper Peptide technology for skin health, hair care and wound care. The Company sells directly to dermatologists, plastic and cosmetic surgeons, spas and salons and through licenses with strategic partners into the consumer market, including a long-term worldwide license agreement with Neutrogena^®, a Johnson & Johnson company. ProCyte brands include Neova^®, Ti-Silc^®, VitalCopper^®, Simple Solutions^® andAquaSanté^®.

SAFE HARBOR STATEMENT

Some portions of the conference call, particularly those describing PhotoMedex' strategies, operating expense reductions and business plans and the other proposed transactions described in this press release, will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. While PhotoMedex is working to achieve those goals, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including continued increase in XTRAC procedures performed, difficulties in marketing its products and services, need for capital, competition from other companies, risks relating to technology and product development, market acceptance, government regulation and regulatory approval processes, intellectual property rights and litigation, dependence on strategic partners, the closing of the sale of our Surgical Services Segment, the benefits and risks of our proposed sale of our Surgical Services Segment, the closing of the proposed Photo Therapeutics acquisition, and the related financing from Perseus, L.L.C. (the “Proposed Financing”) and the benefits and risks of this proposed acquisition and related financing, and other factors, any of which could have an adverse effect on the business plans of PhotoMedex, its reputation in the industry or its results. In light of significant uncertainties inherent in forward-looking statements included herein and in the conference call, the inclusion of such information in the conference call should not be regarded as a representation by PhotoMedex or its subsidiaries that the forward looking statements will be achieved. For further details and a discussion of these and other risks and uncertainties, please see our annual report on 2007 Annual Report on Form 10-K, filed with the SEC on March 17, 2008, as amended by the Company’s annual report on Form 10-K/A, and our other period reports which are on file with the SEC. We undertake no obligation to publicly update any forward looking statement, either as a result of new information, future events or otherwise.

.

In connection with seeking stockholder approval of the Proposed Financing, PhotoMedex intends to file proxy materials and other relevant documents with the Securities and Exchange Commission (the “SEC”). PhotoMedex’s stockholders are urged to read the proxy statement (and any other relevant documents filed) with the SEC when they become available, because they will contain important information about the Proposed Financing. PhotoMedex will mail the definitive proxy statement to its stockholders, who may also obtain free copies of the final proxy statement, as well as PhotoMedex’s other filings, without charge, at the SEC’s Web site (www.sec.gov) when they become available. Copies of the filings may also be obtained without charge from the Company by directing a request to: 147 Keystone Drive, Montgomeryville, Pennsylvania, 18936, Attention: General Counsel.

The Company’s directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from stockholders in respect of the Proposed Financing. Information regarding PhotoMedex’s directors and executive officers is available in the Company’s 2007 Annual Report on Form 10-K, filed with the SEC on March 17, 2008, as amended by the Company’s annual report on Form 10-K/A as filed with the SEC on May 8, 2008. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.

-- Financial Statements follow --

PHOTOMEDEX, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

		For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2008			2007			2008			2007
Revenues		$	9,389,779		$	7,310,596		$	17,720,613		$	14,518,960
Cost of Sales			4,035,104			3,303,203			8,153,134			6,545,434
Gross profit			5,354,675			4,007,393			9,567,479			7,973,526
Operating expenses:
Selling, general and administrative			5,993,093			5,622,798			12,250,500			11,146,138
Research and development and engineering			218,344			185,505			657,032			401,473
			6,211,437			5,808,303			12,907,532			11,547,611
Loss from continuing operations before
interest expense, net			(856,762	)		(1,800,910	)		(3,340,053	)		(3,574,085	)
Interest expense, net			(281,765	)		(161,967	)		(509,137	)		(238,386	)
Loss from continuing operations			(1,138,527	)		(1,962,877	)		(3,849,190	)		(3,812,471	)
Discontinued operations:
Income from discontinued operations			77,069			126,919			245,870			93,031
Loss on sale of discontinued operations			(545,844	)		-			(545,844	)		-
Net loss	1,2	$	(1,607,302	)	$	(1,835,958	)   1,2	$	(4,149,164	)	$	(3,719,440	)
Basic and diluted net loss per share:
Continuing operations		$	(0.02	)	$	(0.03	)	$	(0.06	)	$	(0.06	)
Discontinued operations			(0.01	)		(0.00	)		(0.01	)		(0.00	)
		$	(0.03	)	$	(0.03	)	$	(0.07	)	$	(0.06	)
Shares used in computing basic and diluted
net loss per share			63,032,207			62,709,147			63,032,207			62,623,079
1 Includes Depreciation and Amortization			1,194,851			1,182,715			2,409,463			2,331,915
2 Share-based compensation expense			278,928			375,772			705,471			802,091

PHOTOMEDEX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	June 30, 2008		December 31, 2007
Assets
Cash and cash equivalents	$	7,409,028	$	9,954,303
Accounts receivable, net		5,352,450		5,797,620
Inventories		6,574,366		6,980,180
Other current assets		807,829		508,384
Property and equipment, net		9,251,052		8,091,862
Other assets		21,365,107		21,381,752
Assets held for sale		3,240,861		3,972,602
Total Assets	$	54,000,693	$	56,686,703
Liabilities and Stockholders’ Equity
Accounts payable and accrued liabilities	$	6,710,313	$	5,671,348
Other current liabilities		1,111,582		886,619
Bank and Lease Notes Payable		10,089,061		10,595,306
Stockholders’ equity		36,089,737		39,533,430
Total Liabilities and Stockholders’ Equity	$	54,000,693	$	56,686,703

PHOTOMEDEX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,607,302	)	$	(1,835,958	)	$	(4,149,164	)	$	(3,719,440	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization		1,194,851			1,182,715			2,409,463			2,331,915
Stock-based compensation expense related to
employee options & restricted stock		278,928			375,772			705,471			802,091
Loss on sale of discontinued operations		545,844			-			545,844			-
Provision for bad debts		26,843			83,843			54,414			83,843
Other		-			-			145			-
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivables		(38,704	)		(182,570	)		562,477			(777,573	)
Inventories		197,154			(109,095	)		550,926			(566,115	)
Prepaid expenses and other assets		(374,886	)		(76,834	)		(136,114	)		103,935
Increase (decrease) in:
Accounts payable & other accrued expenses		160,376			(717,863	)		935,498			362,699
Deferred revenues		(182,753	)		252,026			104,537			409,532
Net cash provided by (used in) operating
activities		200,351			(1,027,964	)		1,583,497			(969,113	)
CASH FLOWS FROM INVESTING ACTIVITIES:		(1,645,550	)		(1,256,190	)		(2,906,519	)		(2,125,581	)
CASH FLOWS FROM FINANCING ACTIVITIES:		(670,328	)		800,083			(1,222,253	)		927,559
NET DECREASE IN CASH		(2,115,527	)		(1,484,071	)		(2,545,275	)		(2,167,135	)
CASH, BEGINNING OF PERIOD		9,407,555			12,046,678			9,837,303			12,729,742
CASH, END OF PERIOD		7,292,028			10,562,607			7,292,028			10,562,607
RESTRICTED CASH		117,000			117,000			117,000			117,000
TOTAL	$	7,409,028		$	10,679,607		$	7,409,028		$	10,679,607

The following tables reflect unaudited results of operations for our business segments for the periods indicated below:

	Three Months Ended June 30, 2008
	DOMESTIC XTRAC			INTERN’L DERM. EQUIPMENT			SKIN CARE			SURGICAL PRODUCTS AND OTHER			TOTAL
Revenues	$	3,433,998		$	697,973		$	3,424,557		$	1,833,251		$	9,389,779
Costs of revenues		1,483,806			336,039			1,180,012			1,035,247			4,035,104
Gross profit		1,950,192			361,934			2,244,545			798,004			5,354,675
Gross profit %		56.8	%		51.9	%		65.5	%		43.5	%		57.03	%
Allocated operating expenses:
Selling, general and administrative		2,064,442			64,393			1,480,392			165,607			3,774,834
Engineering and product development		-			-			106,446			111,898			218,344
Unallocated operating expenses		-			-			-			-			2,218,259
		2,064,442			64,393			1,586,838			277,505			6,211,437
Income (loss) from operations		(114,250	)		297,541			657,707			520,499			(856,762	)
Interest expense, net		-			-			-			-			(281,765	)
(Loss) income from continuing operations		(114,250	)		297,541			657,707			520,499			(1,138,527	)
Discontinued operations:
Income from discontinued operations														77,069
Loss on sale of discontinued operations														(545,844	)
Net (loss) income		($114,250	)	$	297,541		$	657,707		$	520,499			($1,607,302	)

	Three Months Ended June 30, 2007
	DOMESTIC XTRAC			INTERN’L DERM. EQUIPMENT			SKIN CARE			SURGICAL PRODUCTS AND OTHER			TOTAL
Revenues	$	2,215,926		$	618,953		$	3,094,697		$	1,381,020		$	7,310,596
Costs of revenues		1,190,669			230,204			1,001,517			880,813			3,303,203
Gross profit		1,025,257			388,749			2,093,180			500,207			4,007,393
Gross profit %		46.3	%		62.8	%		67.6	%		36.2	%		54.8	%
Allocated operating expenses:
Selling, general and administrative		1,448,670			44,479			1,420,406			160,793			3,074,348
Engineering and product development		-			-			99,599			85,906			185,505
Unallocated operating expenses		-			-			-			-			2,548,450
		1,448,670			44,479			1,520,005			246,699			5,808,303
Income (loss) from operations		(423,413	)		344,270			573,175			253,508			(1,800,910	)
Interest expense, net		-			-			-			-			(161,967	)
(Loss) income from continuing operations		(423,413	)		344,270			573,175			253,508			(1,962,877	)
Discontinued operations:
Income from discontinued operations														126,919
Loss on sale of discontinued operations														-
Net (loss) income		($423,413	)	$	344,270		$	573,175		$	253,508			($1,835,958	)

	Six Months Ended June 30, 2008
	DOMESTIC XTRAC			INTERN’L DERM. EQUIPMENT			SKIN CARE			SURGICAL PRODUCTS AND OTHER			TOTAL
Revenues	$	5,544,705		$	1,866,178		$	6,699,249		$	3,610,481		$	17,720,613
Costs of revenues		2,914,584			906,688			2,140,464			2,191,398			8,153,134
Gross profit		2,630,121			959,490			4,558,785			1,419,083			9,567,479
Gross profit %		47.4	%		51.4	%		68.0	%		39.3	%		54.0	%
Allocated operating expenses:
Selling, general and administrative		4,055,941			137,881			3,405,099			307,878			7,906,799
Engineering and product development		168,214			20,790			247,634			220,394			657,032
Unallocated operating expenses		-			-			-			-			4,343,701
		4,224,155			158,671			3,652,733			528,272			12,907,532
Income (loss) from operations		(1,594,034	)		800,819			906,052			890,811			(3,340,053	)
Interest expense, net		-			-			-			-			(509,137	)
(Loss) income from continuing operations		(1,594,034	)		800,819			906,052			890,808			(3,849,190	)
Discontinued operations:
Income from discontinued operations														245,870
Loss on sale of discontinued operations														(545,844	)
Net (loss) income		($1,594,034	)	$	800,819		$	906,052		$	890,808			($4,149,164	)

	Six Months Ended June 30, 2007
	DOMESTIC XTRAC			INTERN’L DERM. EQUIPMENT			SKIN CARE			SURGICAL PRODUCTS AND OTHER			TOTAL
Revenues	$	4,022,852		$	1,297,771		$	6,580,407		$	2,617,930		$	14,518,960
Costs of revenues		2,293,047			595,704			2,027,731			1,628,952			6,545,434
Gross profit		1,729,805			702,067			4,552,676			988,978			7,973,526
Gross profit %		43.0	%		54.1	%		69.2	%		37.8	%		54.9	%
Allocated operating expenses:
Selling, general and administrative		2,992,743			69,399			2,767,119			306,537			6,135,798
Engineering and product development		-			-			191,091			210,382			401,473
Unallocated operating expenses		-			-			-			-			5,010,340
		2,992,743			69,399			2,958,210			516,919			11,547,611
Income (loss) from operations		(1,262,938	)		632,668			1,594,466			472,059			(3,5,74,085	)
Interest expense, net		-			-			-			-			(238,386	)
(Loss) income from continuing operations		(1,262,938	)		632,668			1,594,466			499,948			(3,812,471	)
Discontinued operations:
Income from discontinued operations														93,031
Loss on sale of discontinued operations														-
Net (loss) income		($1,262,938	)	$	632,668		$	1,594,466		$	499,948			($3,719,440	)