Exhibit 31.1
RULE 13A-14(A) CERTIFICATION
PHOTOMEDEX, INC.
a Delaware corporation
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jeffrey F. O'Donnell, Chief Executive Officer of PhotoMedex, Inc., a
Delaware corporation (the "Company"), do hereby certify, in accordance with
Rules 13a-14 and 15d-14, as created pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002, with respect to the Quarterly Report on Form 10-Q of
the Company for the quarter ended June 30, 2003, as filed with the Securities
and Exchange Commission herewith under Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that:
(1) I have reviewed this Quarterly Report on Form 10-Q of the Company
for the three and six months ended June 30, 2003 (the "Quarterly
Report");
(2) Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this Quarterly
Report;
(3) Based on my knowledge, the financial statements, and other
financial information included in this Quarterly Report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the Company as of, and for, the
periods presented in this Quarterly Report;
(4) The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15(d)-15(f)) for the Company and have:
(a) designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed un our supervision, to ensure that material
information relating to the Company, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this Quarterly Report is being prepared;
(b) designed such internal control over financial reporting,
or caused such internal control over financial reporting
to be designed under our supervision, to provide
reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with
generally accepted accounting principles;
(c) evaluated the effectiveness of the Company's disclosure
controls and procedures and presented in this Quarterly
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this Quarterly report based on such
evaluation; and
(d) disclosed in this Quarterly report any change in the
Company's internal control over financial reporting that
occurred during the Company's most recent fiscal quarter
(the Company's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is
reasonable likely to materially affect, the Company's
internal control over financial reporting; and
(5) The Company's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Company's auditors and
the audit committee of the Company's board of directors (or
persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the Company's ability to record, process, summarize and
report financial information; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the Company's internal control over financial
reporting.
Dated: August 14, 2003 By: /s/ Jeffrey F. O'Donnell
-------------------------------
Jeffrey F. O'Donnell
Chief Executive Officer