**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549**

 

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**FORM 10-KSB/A**

**(AmendmentNo. 1)**

 
| **(Mark One)**                                    |
|---------------------------------------------------|
| ** **                                        |   |   |
| **ý**                                        | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
| ** **                                        | ** ** | ** ** |
| **For  the Fiscal Year Ended June 30, 2005** |
| ** **                                        |
| **or**                                            |
| ** **                                        |   |   |
| **o**                                             | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |

 

**For thetransition period from                to                **

 

**Commissionfile number 0-50442**

 

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**MEDICOR LTD.**(Name of Small Business Issuer in Its Charter)

 
| **Delaware**                                                     | ** ** | **14-1871462**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or Other  Jurisdiction  of Incorporation or Organization) | ** ** | (I.R.S. Employer  Identification No.) |
|                                                             | ** ** | ** **                            |
| **4560  S. Decatur Blvd.  Las Vegas, Nevada**                    | ** ** | **89103**                             |
| (Address of Principal  Executive Offices)                        | ** ** | (Zip Code)                            |
| ** **                                                       | ** ** |                                  |
| **(702) 932-4560**                                          |
| (Issuer’s Telephone  Number, Including Area Code)           |

 

Securitiesregistered under Section 12(b) of the Exchange Act:

**None**

 

Securitiesregistered under Section 12(g) of the Exchange Act:

**CommonStock, Par value $0.001 per share**

 

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Check whether the issuer:  (1)  filed all reports required to befiled by Section 13 or 15(d) of the Exchange Act during the past12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days.  Yes  ý   No  o

 

Check if there is no disclosure of delinquent filersin response to Item 405 of Regulation S-B contained in this form, and nodisclosure will be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-KSB or any amendment to this Form 10-KSB. o

 

The issuer’s revenues for the most recent fiscal year:$26,958,547.

 

The aggregate market value of voting and non-votingcommon equity held by non-affiliates as of September 26, 2005 wasapproximately $31,099,661, based on the average bid and asked prices on the OTCBulletin Board on that date.

 

On September 26, 2005, there were 20,343,157 sharesof common stock outstanding.

 

Transitional Small BusinessDisclosure Format (Check one) Yes o  No ý

 

 

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**EXPLANATORY NOTE**

 

ThisAmendment No. 1 on Form 10-KSB/A to the MediCor Ltd. (the “Company”)Annual Report on Form 10-KSB for the fiscal year ended June 30, 2005(the “Original Filing”), which was filed with the Securities and ExchangeCommission on September 28, 2005, is being filed to amend Part II,Item 8A of the Original Filing only.  Part II,Item 8A of the Original Filing, as amended, is set forth in full herein.

 

As a result of this amendment, thecertifications pursuant to Section 302 of the Sarbanes- Oxley Act of 2002,filed as exhibits to the Original Filing, have been re-executed and re-filed asof the date of this Amendment No. 1 on Form 10-KSB/A.

 

Except for the amendment describedabove, this Amendment No. 1 on Form 10-KSB/A does not modify orupdate other disclosures in, or exhibits to, the Original Filing.

 

**PART II**

 

***ITEM 8A.******                CONTROLS AND PROCEDURES***

 

As of the end of fiscal year 2005,management, with the participation of the chief executive and financialofficers, carried out an evaluation of the effectiveness of our disclosurecontrols and procedures pursuant to Exchange Act Rule 13a-15.  Based upon that evaluation, the chiefexecutive officer and the chief financial officer believe that, as of end ofthe fiscal quarter covered by this report, our disclosure controls andprocedures were effective in making known to them material information relatingto MediCor (including its consolidated subsidiaries) required to be included inthis report.  There were no significantchanges in our internal control over financial reporting during the threemonths ended June 30, 2005 that have materially affected or are likely tomaterially affect our internal control over financial reporting.

 

Management of MediCor is responsiblefor establishing and maintaining effective internal control over financialreporting as is defined in Exchange Act Rule 13a-15(f).  The consolidated financial statements andother information presented in this annual report have been prepared inaccordance with accounting principles generally accepted in the United States.  MediCor’s internal control system was designedto provide reasonable assurance to our management and board of directorsregarding the preparation and fair presentation of published financialstatements.  Disclosure controls andprocedures, no matter how well designed and implemented, can provide onlyreasonable assurance of achieving an entity’s disclosure objectives.  The likelihood of achieving such objectivesis affected by limitations inherent in disclosure controls and procedures.  These include the fact that human judgment indecision-making can be faulty and that breakdowns in internal control can occurbecause of human failures such as simple errors or mistakes or intentionalcircumvention of the established process. Management assessed its internal control over financial reporting as of June 30,2005 in relation to the criteria for effective internal control established in “InternalControl-Integrated Framework” issued by the Committee of SponsoringOrganizations of the Treadway Commission. Based on this assessment, management determined that, as of June 30,2005, MediCor maintained effective internal control over financial reporting.  Greenberg & Company CPAs, theregistered public accounting firm that audited the financial statementsincluded in this annual report, has not issued an attestation report onmanagement’s assessment of MediCor’s internal control over financial reporting. Management will continue to review ourdisclosure controls and procedures periodically to determine theireffectiveness and to consider modifications or additions to them.

 

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**SIGNATURES**

 

Pursuant to the requirements of theSecurities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on thedates indicated.

 
|   | ***MEDICOR LTD.*** |
|--------|-------------------------|
|   | (Registrant)            |
|   |
| Date:  | October 21,  2005  | By: | /s/ Theodore R.  Maloney |
|   |                    |   | Theodore R.  Maloney |
|   |                    |   | Chief Executive  Officer |
|   |                    |   |   |
|   |                    |   |   |
| Date:  | October 21,  2005  | By: | /s/ Thomas R.  Moyes |
|   |                    |   | Thomas R. Moyes |
|   |                    |   | Chief Financial  Officer |
|        |                         |  |  |  |  |

 

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EXHIBIT INDEX

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                            |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 2.1                  |       | Agreement of  Merger dated as of February 7, 2003, by and among Scientio, Inc.,  International Integrated Incorporated, SCMerger Ltd., certain members of  International Integrated Incorporated and certain stockholders of  Scientio, Inc. – Incorporated by reference to Exhibit 2.1 to the  Registrant’s Current Report on Form 8-K filed February 24, 2003.                                   |
| 2.2                  |       | Agreement for  the Sale and Purchase of the Shares of Laboratoires Eurosilicone S.A. dated  May 17, 2004 – Incorporated by reference to Exhibit 2.2 to the  Registrant’s Annual Report on Form 10-KSB/A for the year ended  June 30, 2004.                                                                                                                                                                   |
| 2.3                  |       | Stock Purchase  Agreement between MediCor Latin America S.A de C.V., International Integrated  Management, Inc., Carlos Francisco Lazo de la Vega Jasso and Hector  Jesus Chulia de la Torre dated August 27, 2004 – Incorporated by  reference to Exhibit 2.3 to the Registrant’s Annual Report on  Form 10-KSB/A for the year ended June 30, 2004.                                                    |
| 3.1                  |       | Certificate of  Incorporation of the Registrant – Incorporated by reference to Exhibit 3.1  to the Registrant’s Registration Statement on Form SB-2/A filed  September 14, 2001 (Commission File No. 333-64420).                                                                                                                                                                                             |
| 3.2                  |       | Certificate of  Amendment of Incorporation of the Registrant – Incorporated by reference to  Exhibit 3.2 of the Registrant’s Annual Report on Form 10-KSB for  the year ended June 30, 2003.                                                                                                                                                                                                                      |
| 3.3                  |       | Amended and  Restated Bylaws of the Registrant – Incorporated by reference to  Exhibit 3.3 of the Registrant’s Annual Report on Form 10-KSB for  the year ended June 30, 2003.                                                                                                                                                                                                                                    |
| 3.4                  |       | Certificate of  Designation, Preferences and Rights of Series A 8.0% Convertible  Preferred stock – Incorporated by reference to Exhibit 3.3 of the  Registrant’s Annual Report on Form 10-KSB for the year ended  June 30, 2004.                                                                                                                                                                            |
| 4.1                  |       | Form of  Convertible Debenture Loan Agreement – Incorporated by reference to  Exhibit 4.1 of the Registrant’s Registration Statement on  Form SB-2/A filed April 1, 2005 (Commission File  No. 333-121832).                                                                                                                                                                                             |
| 4.2                  |       | Form of  Convertible Debenture – Incorporated by reference to Exhibit 4.2 of the  Registrant’s Quarterly Report on Form 10-QSB for the quarter ended  September 30, 2003 and December 31, 2003.                                                                                                                                                                                                         |
| 4.3                  |       | Form of  Amendment to Convertible Debenture – Incorporated by reference to  Exhibit 4.3 of the Registrant’s Quarterly Report on From 10-QSB for the  quarter ended September 30, 2003.                                                                                                                                                                                                                            |
| 4.4                  |       | Form of  Convertible Debenture Agreement – Incorporated by reference to  Exhibit 4.4 of the Registrant’s Registration Statement on  Form SB-2/A filed April 1, 2005 (Commission File  No. 333-121832).                                                                                                                                                                                                  |
| 4.5                  |       | Form of  Convertible Debenture – Incorporated by reference to Exhibit 4.5 of the  Registrant’s Quarterly Report on Form 10-QSB for the quarter ended  September 30, 2003.                                                                                                                                                                                                                                    |
| 4.6                  |       | Form of  Investment Agreement – Incorporated by reference to Exhibit 4.1 of the  Registrant’s Quarterly Report on Form 10-QSB for the quarter ended  December 31, 2003.                                                                                                                                                                                                                                      |
| 4.7                  |       | Written Consent  of the Board of Directors of International Integrated Incorporated  establishing the Voting Powers, Designations, Preferences, Limitations,  Restrictions, and Relative Rights of 8% Class A Convertible Preferred  Stock – Incorporated by reference to Exhibit 4.7 of the Registrant’s  Registration Statement on Form SB-2/A filed March 4, 2005  (Commission File No. 333-121832). |
| 4.8                  |       | Specimen common stock certificate of the Registrant –  Incorporated by reference to Exhibit 4.8 of the Registrant’s  Registration Statement on Form SB-2/A filed March 4, 2005  (Commission File No. 333-121832).                                                                                                                                                                                            |
| 4.9                  |       | Specimen Series A 8.0% Convertible Preferred  Stock certificate – Incorporated by reference to Exhibit 4.9 of the  Registrant’s Registration Statement on Form SB-2/A filed March 4,  2005 (Commission File No. 333-121832).                                                                                                                                                                            |
| 10.1                 |       | Agreement of  Merger, dated as of February 7, 2003, by and among Scientio, Inc.,  International Integrated Incorporated, SC Merger, Ltd., certain members of  International Integrated Incorporated and certain stockholders of  Scientio, Inc. – Incorporated by reference to Exhibit 10.1 of the  Registrant’s Quarterly Report on Form 10-QSB for the quarter ended  March 31, 2003             |
| 10.2*                |       | Securities  Purchase Agreement, dated as of March 18, 2003, by and among the  Registrant, Graeco2, Limited and AAB Corporation – Incorporated by reference  to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-QSB  for the quarter ended March 31, 2003                                                                                                                                        |
| 10.3*                |       | Asset Purchase  Agreement, dated as of April 25, 2002 – Incorporated by reference to  Exhibit 10.2 of the Registrant’s Annual Report on Form 10-KSB for  the year ended June 30, 2003.                                                                                                                                                                                                                       |
| 10.4                 |       | MediCor Ltd.  1999 Amended and Restated Stock Compensation Program – Incorporated by  reference to Exhibit 10.3 of the Registrant’s Annual Report on  Form 10-KSB for the year ended June 30, 2003.                                                                                                                                                                                                               |
| 10.5                 |       | Lease Agreement  between the Registrant and Skyview Business Park, LLC – Incorporated by  reference to Exhibit 10.4 of the Registrant’s Annual Report on  Form 10-KSB for the year ended June 30, 2003.                                                                                                                                                                                                           |
| 10.6                 |       | Lease Agreement  Addendum between the Registrant and Skyview Business Park, LLC – Incorporated  by                                                                                                                                                                                                                                                                                                                                    |

 

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|   |   | reference to  Exhibit 10.5 of the Registrant’s Annual Report on Form 10-KSB for  the year ended June 30, 2003.                                                                                                                                                                                                                                                |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.7   |   | Employment  Agreement dated June 2, 2003 between the Registrant and Thomas R. Moyes –  Incorporated by reference to Exhibit 10.6 of the Registrant’s Annual  Report on Form 10-KSB for the year ended June 30, 2003.                                                                                                                                |
| 10.8   |   | Option Agreement  dated July 18, 2003 between the Registrant and Thomas R. Moyes –  Incorporated by reference to Exhibit 10.7 of the Registrant’s Annual  Report on Form 10-KSB for the year ended June 30, 2003.                                                                                                                                   |
| 10.9   |   | Form of  Consultant Warrant – Incorporated by reference to Exhibit 10.8 of the  Registrant’s Annual Report on Form 10-KSB for the year ended  June 30, 2003.                                                                                                                                                                                        |
| 10.10  |   | Form of  Employee Stock Option – Incorporated by reference to Exhibit 10.9 of the  Registrant’s Annual Report on Form 10-KSB for the year ended  June 30, 2003.                                                                                                                                                                                     |
| 10.11* |   | Amendment  No. 1 to Asset Purchase Agreement, dated as of November 20, 2002 –  Incorporated by reference to Exhibit 10.10 of the Registrant’s Annual  Report on Form 10-KSB for the year ended June 30, 2003.                                                                                                                                  |
| 10.12  |   | Employment  Agreement dated October 1, 2003 between the Registrant and Jim J. McGhan  – Incorporated by reference to Exhibit 10.1 of the Registrant’s  Quarterly Report on Form 10-QSB for the quarter ended September 30,  2003.                                                                                                                   |
| 10.13  |   | Option Agreement  dated October 27, 2003 between the Registrant and Jim J. McGhan –  Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly  Report on Form 10-QSB for the quarter ended September 30, 2003.                                                                                                                       |
| 10.14  |   | Employment  Agreement dated September 1, 2003 between the Registrant and Theodore R.  Maloney – Incorporated by reference to Exhibit 10.3 of the Registrant’s  Quarterly Report on Form 10-QSB for the quarter ended September 30,  2003.                                                                                                           |
| 10.15  |   | Option Agreement  dated September 2, 2003 between the Registrant and Theodore R. Maloney –  Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly  Report on Form 10-QSB for the quarter ended September 30, 2003.                                                                                                                |
| 10.16  |   | Amendment  No. 2 to Asset Purchase Agreement dated as of October 16, 2003 –  Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly  Report on Form 10-QSB/A for the quarter ended September 30, 2003.                                                                                                                        |
| 10.17* |   | Form of  Amended Distribution Agreement – Incorporated by Reference to Exhibit 10.1  of the Registrant’s Quarterly Report on Form 10-QSB/A for the quarter  ended March 31, 2004.                                                                                                                                                                   |
| 10.18  |   | Form of  Promissory Note – Incorporated by Reference to Exhibit 10.2 of the  Registrant’s Quarterly Report on From 10-QSB/A for the Quarter ended March 31,  2004.                                                                                                                                                                                       |
| 10.19  |   | Certificate of  Designation, Preferences and Rights of Series A 8.0% Convertible  Preferred Stock – Incorporated by reference to Exhibit 10.19 of the  Registrant’s Annual Report on Form 10-KSB for the year ended  June 30, 2004.                                                                                                                 |
| 10.20  |   | Transportation  Dry Lease Agreement between MediCor and Global Aviation, LLC dated  June 30, 2001– Incorporated by reference to Exhibit 10.22 of the  Registrant’s Annual Report on Form 10-KSB/A for the year ended  June 30, 2004.                                                                                                                |
| 10.21* |   | Loan Agreement with BNP Paribas dated September 10, 2004 –  Incorporated by reference to  Exhibit 10.23 of the Registrant’s Annual Report on Form 10-KSB/A  for the year ended June 30, 2004.                                                                                                                                                       |
| 10.22  |   | Revolving Promissory Note made by MediCor Ltd. in favor of  International Integrated Industries, LLC – Incorporated by reference  to Exhibit 10.24 of the Registrant’s Registration Statement on  Form SB-2/A filed March 4, 2005 (Commission File  No. 333-121832).                                                                                |
| 10.23  |   | Assignment and Assumption Agreement dated as of April 1, 2003, by  and among International Integrated Incorporated, MediCor Ltd. and  International Integrated Industries, LLC – Incorporated by reference to  Exhibit 10.25 of the Registrant’s Registration Statement on  Form SB-2/A filed March 4, 2005 (Commission File  No. 333-121832). |
| 10.24  |   | Reimbursement Agreement between MediCor Ltd. and Global Aviation  Delaware LLC dated October 1, 2003 – Incorporated by reference to  Exhibit 10.26 of the Registrant’s Registration Statement on  Form SB-2/A filed April 1, 2005 (Commission File No. 333-121832).                                                                            |
| 10.25  |   | Addendum to Promissory Note made by MediCor Ltd. in favor of  International Integrated Industries, LLC – Incorporated by reference to  Exhibit 10.27 of the Registrant’s Registration Statement on  Form SB-2/A filed April 1, 2005 (Commission File  No. 333-121832).                                                                              |
| 10.26* |   | Supplier Novation and Amendment Agreement among Biosil Limited,  Hutchison International, Inc., MediCor Aesthetics and International  Integrated Incorporated dated as of February 10, 2005 – Incorporated by reference to  Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed  May 3, 2005.                                    |
| 10.27  |   | Guarantee dated as of February 10, 2005 between MediCor Ltd. and  Biosil Limited – Incorporated by reference to Exhibit 10.2 of the  Registrant’s Current Report on Form 8-K filed May 3, 2005.                                                                                                                                                     |

 

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| 10.28       |   | Transaction Accommodation  Agreement between International Integrated Incorporated, MediCor Ltd and  Hutchison International, Inc. dated as of March 21, 2005 –  Incorporated by reference to Exhibit 10.3 of the Registrant’s Current  Report on Form 8-K filed May 3, 2005. |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.29† |   | Administrative  Service Agreement between MediCor and NexGen Management LLC.                                                                                                                                                                                                                                     |
| 10.30† |   | Addendum to Promissory Note made by MediCor Ltd. in favor of  International Integrated Industries, LLC.                                                                                                                                                                                                          |
| 21          |   | Subsidiaries of the  Registrant – Incorporated by reference to Exhibit 21 of the Registrant’s  Registration Statement on Form SB-2/A filed March 4, 2005  (Commission File No. 333-121832).                                                                                        |
| 31.1        |   | Principal  Executive Officer Certification Pursuant To 17 C.F.R.  Section 240.13a-14(a)                                                                                                                                                                                                                     |
| 31.2        |   | Principal  Financial Officer Certification Pursuant To 17 C.F.R.  Section 240.13a-14(a)                                                                                                                                                                                                                     |
| 32.1        |   | Principal  Executive Officer Certification Pursuant To 18 U.S.C. Section 1350                                                                                                                                                                                                                               |
| 32.2        |   | Principal  Financial Officer Certification Pursuant To 18 U.S.C. Section 1350                                                                                                                                                                                                                               |

 

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*                 Certainportions of this Exhibit, for which confidential treatment has been requested,have been redacted and filed separately with the Securities and ExchangeCommission.

†                  Previouslyfiled.

 

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