**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**FORM 10-KSB/A**

**(Amendment No. 2)**

 
| **(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, 2004**                                                                                                                                                                                                                                     |
| ** **                                                                                                                                                                                                                                                                            |
| **or**                                                                                                                                                                                                                                                                                |
| ** **                                                                                                                                                                                                                                                                            |
| **o**                                                                                                                                                                                                                                                                                 | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13  OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                                                                                                                                                            |
| **For the  transition period from                    to                    ** |
|                                                                                                                                                                                                                                                                                       |  |  |  |

 

**Commission file number 0-50442**

 

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**MEDICORLTD.**

(Name of Small BusinessIssuer 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 TelephoneNumber, Including Area Code)

 

Securitiesregistered under Section 12(b) of the Exchange Act:******None**

 

Securitiesregistered under Section 12(g) of the Exchange Act:**Common Stock, 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 requirements forthe past 90 days. Yes **ý**    No **o**

 

Check if there is nodisclosure of delinquent filers in response to Item 405 of Regulation S-Bcontained in this form, and no disclosure will be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB orany amendment to this Form 10-KSB. **o**

 

The issuer’s revenues forthe most recent fiscal year: $1,421,583.

 

The aggregate market valueof voting and non-voting common equity held by non-affiliates as of September 1,2004 was approximately $23,841,075, based on the average bid and asked priceson the OTC Bulletin Board on that date.

 

On September 1, 2004,there were 18,045,265 shares of common stock outstanding.

 

TransitionalSmall Business Disclosure Format (Check one) Yes **o** No **ý**    

 

 

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**EXPLANATORYNOTE**

 

This Amendment No. 2 on Form 10-KSB/Ato the MediCor Ltd. (the “Company”) Annual Report on Form 10-KSB forthe year ended June 30, 2004 (the “Original Filing”), which was filed withthe Securities and Exchange Commission on September 20, 2004, is beingfiled to amend the Original Filing by re-filing the following exhibit only:

 

Exhibit 10.23, LoanAgreement, dated September 10, 2004, between ES Holdings SAS and BNPParibas.

 

As a result of thisamendment, the certifications pursuant to Sections 302 and 906 of theSarbanes-Oxley Act of 2002, filed as exhibits to the Original Filing, have beenre-executed and re-filed as of the date of this Form 10-KSB/A.

 

Except for the amendmentsdescribed above, this Form 10-KSB/A does not modify or update otherdisclosures in, or exhibits to, the Original Filing.

 

***ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K***

 

**(a)  Exhibits**

 

See Exhibit Index at Page 4.

 

**(b)  Current Reports on Form 8-K**

 

On May 19, 2004,MediCor filed a Current Report on Form 8-K relating to the pressrelease announcing the definitive agreement signed by MediCor to acquireLaboratoires Eurosilicone S.A.

 

On July 6, 2004, MediCor filed a Current Reporton Form 8-K relating to the press release announcing MediCor hadcompleted the acquisition of Laboratoires Eurosilicone S.A.

 

On September 13, 2004, MediCor filed a CurrentReport on Form 8-K relating to the press release announcing MediCor’sFrench subsidiary ES Holdings SAS had signed a loan agreement with BNP Paribasproviding for up to $20 million in financing.

 

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**SIGNATURES**

 

 

Pursuant to the requirementsof the Securities 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:  | July 24, 2006 | By:                                   | /s/ Theodore R. Maloney |
|   |               |                                  | Theodore R. Maloney  Chief Executive Officer |
|   |               |                                  |   |
| Date:  | July 24, 2006 | By:                                   | /s/ Paul R. Kimmel |
|   |               |                                  | Paul R. Kimmel  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, filed herewith.                                                                                                                                                                                                                                                                                                       |
| 2.3 †             |       | Stock Purchase Agreement between MediCor Latin America, International  Integrated Management, Inc., Carlos Francisco Lazo de la Vega Jasso and Héctor  Jesús Chuliá de la Torre dated August 27, 2004, filed herewith.                                                                                                                                                                                         |
| 3.1                    |       | Certificate of Incorporation of the Registrant – Incorporated by  reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2A  filed September 14, 2001.                                                                                                                                                                                                                       |
| 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.                                                                                                                                                                                                                        |
| 4.1                    |       | Form of Convertible Debenture Loan Agreement – Incorporated by  reference to Exhibit 4.1 of the Registrant’s Quarterly Report on From 10-QSB  for the quarter ended September 30, 2003.                                                                                                                                                                                                              |
| 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 Quarterly Report on Form 10-QSB  for the quarter ended September 30, 2003.                                                                                                                                                                                                              |
| 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.                                                                                                                                                                                                                          |
| 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 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.                                                                                                                                                                   |

 

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| 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 for the quarter ended September 30,  2003.              |
| 10.17* † |   | Form of Amended and Restated Non-Exclusive Distribution  Agreement – Incorporated by Reference to Exhibit 10.1 of the Registrant’s  Quarterly Report on Form 10-QSB 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 for the quarter  ended March 31, 2004.                                                                               |
| 10.19 †  |   | Certificate of Designation, Preferences and Rights of Series A  8.0% Convertible Preferred Stock.                                                                                                                                                                 |
| 10.20         |   | Reserved.                                                                                                                                                                                                                                                              |
| 10.21         |   | Reserved.                                                                                                                                                                                                                                                              |
| 10.22 †  |   | Transportation Dry Lease Agreement between MediCor and Global  Aviation, LLC dated June 30, 2001.                                                                                                                                                                 |
| 10.23         |   | Loan Agreement with BNP Paribas dated September 10, 2004, filed  herewith.                                                                                                                                                                                        |
| 21 †     |   | Subsidiaries of the Registrant                                                                                                                                                                                                                                         |
| 31.1          |   | Principal Executive Officer Certification Pursuant To 17 C.F.R. Section 240.13a-14(a),  filed herewith.                                                                                                                                                           |
| 31.2          |   | Principal Financial Officer Certification Pursuant To 17 C.F.R. Section 240.13a-14(a),  filed herewith.                                                                                                                                                           |
| 32.1          |   | Principal Executive Officer Certification Pursuant To 18 U.S.C. Section 1350,  filed herewith.                                                                                                                                                                    |
| 32.2          |   | Principal Financial Officer Certification Pursuant To 18 U.S.C. Section 1350,  filed herewith.                                                                                                                                                                    |

 

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

†                  Previouslyfiled.

 

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