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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 o
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED March 31, 2010.
 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: 333-144472
 Topspin Medical, Inc.
 (Exact name of registrant as specified in its charter)
 DELAWARE
    
    51-0394637(State or other jurisdiction of incorporation or 
organization)
    
    (IRS Employer Identification No.)65 Rothschild Blvd.Tel Aviv, Israel
    
    N/A(Address of registrants principal executive offices)
    
    (Zip Code)
 972-3-5257368
(Telephone number, including area code)
 N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 þ o
 o Yes o No
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 þ o




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##### 



TOPSPIN MEDICAL, INC.
 FORM 10-Q
 FOR THE QUARTER ENDED MARCH 31, 2010
 PagePART I. FINANCIAL INFORMATION
    
    
    3ITEM 1. FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    15ITEM 4T. CONTROLS AND PROCEDURES
    
    
    18PART II. OTHER INFORMATION
    
    
    19ITEM 5. OTHER INFORMATION
    
    
    19ITEM 6. EXHIBITS
    
    
    19SIGNATURES
    
    
    20Exhibit 31.1Exhibit 31.2Exhibit 32.1




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FORWARD-LOOKING STATEMENTS
    2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 TOPSPIN MEDICAL, INC.
 (A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
 As of March 31, 2010
  3




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TOPSPIN MEDICAL, INC.
 (A Development Stage Company)
 CONSOLIDATED FINANCIAL STATEMENTS
 AS OF MARCH 31, 2010
 INDEX
 PageConsolidated Balance Sheets
    
    
    5Consolidated Statements of Operations
    
    
    6Statements of Changes in Shareholders Deficiency
    
    
    7Consolidated Statements of Cash Flows
    
    
    8  9Notes to Consolidated Financial Statements
    
    
    10  14
  4




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TOPSPIN MEDICAL, INC. AND ITS SUBSIDIARY
 
 CONSOLIDATED BALANCE SHEETS  NIS in thousands (except share and per share data)
 December 31,
    
    
    March 31,2009
    
    
    2010UnauditedASSETSCURRENT ASSETS:Cash and cash equivalents
    
    
    1,002
    
    
    
    182Account s receivable and prepaid expenses
    
    
    242
    
    
    
    310Restricted deposits
    
    
    59
    
    
    
    111,303
    
    
    
    503PROPERTY AND EQUIPMENT, NET
    
    
    9
    
    
    
    81,312
    
    
    
    511LIABILITIES AND SHAREHOLDERS DEFICIENCYCURRENT LIABILITIES:Trade payables
    
    
    140
    
    
    
    82Other payables and accrued expenses
    
    
    1,011
    
    
    
    1,066Liabilities in respect of options to employees and consultants
    
    
    3
    
    
    
    3Tax provision
    
    
    1,334
    
    
    
    1,3132,488
    
    
    
    2,464SHAREHOLDERS DEFICIENCY:Share capital Common shares of $0.001 par value  Authorized:
1,000,000,000 shares at December 31, 2009 and March 31,
2010; Issued and outstanding: 761,470,882 shares at
December 31, 2009 and March 31, 2010
    
    
    2,975
    
    
    
    2,975Additional paid-in capital
    
    
    177,966
    
    
    
    177,968Accumulated deficit
    
    
    (182,117
    )
    
    
    (182,896
    )(1,176
    )
    
    
    (1,953
    )1,312
    
    
    
    511
  March 23, 2010Date of approval of the 
financial statements
    
    Fufi Fatal
Chairman of the Board of
    
    Shiri Blackman
ControllerDirectors
  5




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TOPSPIN MEDICAL, INC. AND ITS SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF OPERATIONS  NIS in thousands (except share and per share data)
 Year ended
    
    
    Three months endedDecember 31,
    
    
    March 31,2009
    
    
    2009
    
    
    2010UnauditedGeneral and administrative expenses
    
    
    1,930
    
    
    
    751
    
    
    
    803Financial income (expenses), net
    
    
    254
    
    
    
    (231
    )
    
    
    24Net loss
    
    
    (1,676
    )
    
    
    (982
    )
    
    
    (779
    )Basic and diluted net loss per Common share
    
    
    (0.002
    )
    
    
    (0.002
    )
    
    
    (0.001
    )Weighted average number of Common shares
outstanding used in basic and diluted net
loss per share calculation
    
    
    748,641,841
    
    
    
    636,870,882
    
    
    
    761,470,882
   6




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TOPSPIN MEDICAL, INC. AND ITS SUBSIDIARY
 
 STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIENCY  NIS in thousands (except share data)
 Common sharesNumber of
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    Totaloutstanding
    
    
    Share
    
    
    paid-in
    
    
    Accumulated
    
    
    shareholdersshares
    
    
    capital
    
    
    capital
    
    
    deficit
    
    
    deficiencyBalance as of January 1, 2009
    
    
    636,870,882
    
    
    
    2,457
    
    
    
    177,187
    
    
    
    (180,441
    )
    
    
    (797
    )Exercise of options
    
    
    4,600,000
    
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    19Issuance of Common shares and
warrants (series 3)
    
    
    120,000,000
    
    
    
    499
    
    
    
    401
    
    
    
    
    
    
    
    900Classification of liability
into equity in respect of
exercise of options
    
    
    
    
    
    
    
    
    
    
    161
    
    
    
    
    
    
    
    161Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    217
    
    
    
    
    
    
    
    217Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,676
    )
    
    
    (1,676
    )Balance as of December 31, 2009
    
    
    761,470,882
    
    
    
    2,975
    
    
    
    177,966
    
    
    
    (182,117
    )
    
    
    (1,176
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (779
    )
    
    
    (779
    )Balance as of March 31, 2010
(unaudited)
    
    
    761,470,882
    
    
    
    2,975
    
    
    
    177,968
    
    
    
    (182,896
    )
    
    
    (1,953
    )
   7




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TOPSPIN MEDICAL, INC. AND ITS SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  NIS in thousands
 Year ended
    
    
    Three months endedDecember 31,
    
    
    March 31,2009
    
    
    2009
    
    
    2010UnauditedCash flows from operating activities:Net loss
    
    
    (1,676
    )
    
    
    (982
    )
    
    
    (779
    )Adjustments to reconcile net loss to net cash used in
operating activities (a)
    
    
    (2,123
    )
    
    
    (448
    )
    
    
    (289
    )Net cash used in operating activities
    
    
    (3,799
    )
    
    
    (1,430
    )
    
    
    (1,068
    )Cash flows from investing activities:Change in restricted deposits, net
    
    
    503
    
    
    
    379
    
    
    
    48Purchase of property and equipment
    
    
    (6
    )
    
    
    
    
    
    
    Net cash provided by investing activities
    
    
    497
    
    
    
    379
    
    
    
    48Cash flows from financing activities:Exercise of stock options and warrants
    
    
    19
    
    
    
    
    
    
    
    Proceeds from issuance of shares and warrants (series
3), net of issuance expenses
    
    
    900
    
    
    
    900
    
    
    
    Loan from related party
    
    
    
    
    
    
    
    
    
    
    200Net cash provided by financing activities
    
    
    919
    
    
    
    900
    
    
    
    200Decrease in cash and cash equivalents
    
    
    (2,383
    )
    
    
    (151
    )
    
    
    (820
    )Cash and cash equivalents at the beginning of the period
    
    
    3,385
    
    
    
    3,385
    
    
    
    1,002Cash and cash equivalents at the end of the period
    
    
    1,002
    
    
    
    3,234
    
    
    
    182
   8




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TOPSPIN MEDICAL, INC. AND ITS SUBSIDIARY
 CONSOLIDATED STATEMENTS OF CASH FLOWS  NIS in thousands
 Year ended
    
    
    Three months endedDecember 31,
    
    
    March 31,2009
    
    
    2009
    
    
    2010Unaudited(a) Adjustments to reconcile net loss to net cash used in
operating activities:Depreciation
    
    
    7
    
    
    
    2
    
    
    
    1Change in fair value of liability in respect of
warrants (series 2)
    
    
    (250
    )
    
    
    
    
    
    
    Change in fair value of embedded derivative
    
    
    (500
    )
    
    
    
    
    
    
    Stock-based compensation
    
    
    217
    
    
    
    
    
    
    
    2Change in fair value and amortization of stock
options classified as a liability
    
    
    115
    
    
    
    (11
    )
    
    
    Accrued severance pay, net
    
    
    (270
    )
    
    
    (196
    )
    
    
    Decrease (increase) in accounts receivable and
prepaid expenses
    
    
    192
    
    
    
    167
    
    
    
    (68
    )Decrease in trade payables
    
    
    (315
    )
    
    
    (312
    )
    
    
    (58
    )Decrease in tax provision, other payables and accrued
expenses
    
    
    (1,319
    )
    
    
    (98
    )
    
    
    (166
    )Total adjustments
    
    
    (2,123
    )
    
    
    (448
    )
    
    
    (289
    )(b) Supplemental disclosure of non cash flows activities:Classification of liabilities into equity
    
    
    161
    
    
    
    
    
    
    
    
   9




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TOPSPIN MEDICAL, INC. AND ITS SUBSIDIARY
 
 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NIS in thousands
 NOTE 1:- GENERAL
 a.
    
    TopSpin Medical, Inc. (the Company) and its subsidiary, TopSpin
Medical (Israel) Ltd. (the subsidiary) (collectively the Group) were engaged in
research and development of a medical MRI technology.
 In October 2008, the Company suspended its activities as described in b below.
 The Company was incorporated and commenced operation in September 1999 as a private
company registered in Delaware, U.S. On September 1, 2005, the Company issued
securities to the public in Israel and became publicly traded on the Tel Aviv Stock
Exchange (TASE). In 2007, the Company listed some of its securities with the U.S.
Securities and Exchange Commission (SEC). The Companys shares are traded only in
Israel in NIS.
 b.
    
    In October 2008, the Company terminated the employment of all of its
subsidiarys employees (excluding two employees from the finance department) and
suspended its operational activities.
 On January 25, 2010, the Company decided to discontinue the development of its
intellectual property due to managements assessment from December 2009 that the
Company will not be able to finalize the development of its intellectual property
or sell products based on such intellectual property.
 c.
    
    The Group has not generated any revenues and has not achieved
profitable operations or positive cash flows from operations. The Company has an
accumulated deficit of NIS 182,896 as of March 31, 2010, and it incurred a net loss
of NIS 779 and negative cash flows from operating activities in the amount of NIS
1,068 for the period ended March 31, 2010.
 There is uncertainty about the Companys ability to generate revenues or raise
sufficient funds in the near term, if any. These factors, among other factors raise
substantial doubt about the Companys ability to continue as a going concern. The
financial statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this uncertainty.
 d.
    
    On April 29, the Company entered into a loan and escrow agreement
(see also Note 6) with a certain lender (the lender). Pursuant to the loan and
escrow agreement, the Company undertakes, among other things, to file a petition
seeking relief under Chapter 11 of Title 11 of the United States Code, by which the
Company will apply to the U.S. bankruptcy court for the District of Delaware to
authorize approval of transactions and all other actions required according to a
plan to be prepared by the Company and approved by the lender in writing prior to
any filing (the Plan). Further, the Company covenants not to engage in certain
conduct while funds loaned under the agreement are outstanding, including: (i)
hiring employees; (ii) applying for any credit or loan from a banking institution;
(iii) amending any of the Companys organizational documents; and (iv) acting in
any manner that would result in a material adverse effect on the Company or in
non-compliance with the Plan.
 As of the reporting date the Company has not file a petition under Chapter 11. The
petition shall be filed after approval of the Companys board of directors and the
lender.
  10




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TOPSPIN MEDICAL, INC. AND ITS SUBSIDIARY
 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NIS in thousands
 NOTE 1:- GENERAL (Cont.)
 e.
    
    On January 27, 2010, the Company entered into an investment agreement
(the Agreement) with Medgenesis Partners Ltd. (Medgenesis), a private company
incorporated under the laws of Israel and controlled by Mr. Ascher Shmuelevich
(the Investor and the Shareholder, respectively). Under the terms of the
Agreement, the Company will issue to the Investor: (i) 211,672,857 Common shares of
the Company, par value $0.001; (ii) a warrant to purchase 122,935,610 Common shares
(the Investment Warrant); and (iii) a warrant to purchase 58,064,516 Common
shares (the Substituted Warrant, and together with the shares and the Investment
Warrant, the Securities) in exchange for payment by the Investor of the amount of
$212 thousand and the cancellation of a certain warrant issued by the Company to
the Shareholder pursuant to a certain agreement, dated February 2, 2009, filed with
the Securities and Exchange Commission on February 5, 2009 (the Cancelled
Warrant) (collectively, the Transaction). The Common shares and the Investment
Warrant will constitute 33.25% of the Companys fully diluted equity. In total, the
investor will hold privately and through Medgenesis 43.4% of the Companys fully
diluted equity. All the Securities issued in connection with the Agreement will be
subject to certain transfer restrictions in compliance with U.S. and Israeli
securities laws.
 In addition, the Company, Medgenesis and the Investor signed an understanding
agreement according to which the last two would assist the Company to acquire a
commercial and industrial bio-tech activity.
 On April 28, 2010, the investment agreement described above was cancelled and
replaced by a loan agreement. See Note 6 for further information regarding the loan
agreement.
 f.
    
    On February 2, 2010, the Company called for a general shareholders
meeting to be held on March 11, 2010. The meetings purpose is to approve the above
mentioned private placement which would provide the Investor with 25% of the
Companys voting rights. Should the conditions for the grant to the Investor not
exist, the Company would be able to approve a private placement of up to 53,804,000
shares under certain Israeli rules. The private placement would provide the
Investor 25% of the voting rights in return for paying for the placement.
 On March 11, 2010 a legal quorum of 33% of the shareholders was not present in the
general shareholders meeting and so the meeting was postponed to March 18, 2010.
 On March 18, 2010 a legal quorum as detailed above was not present in the general
shareholders meeting. Consequently, on March 18, 2010, due to lack of resources,
the Companys Board of Directors terminated the employment of the Companys
remaining finance department employees.
 g.
    
    On February 4, 2010, the Tel Aviv Stock Exchange (TASE) notified the
Company that it does not comply with the preservation regulations due to having
equity lower than NIS 2,000 in the last four reporting quarters. The Company was
given an extension until June 30, 2010 to increase its equity. If the required
increase in equity does not occur until that date, the TASE Board of Directors will
discuss transferring the Companys shares to the preservation list.
 h.
    
    On March 2, 2010, the Board of Directors approved to grant Mr. Zvi
Linkovski, director in the Company, 10 million options which are exercisable into
10 million Common shares of $0.001 par value each which make up 1.19% of the
Companys fully diluted equity. The options exercise price is NIS 0.0143. 50% of
the options would vest on February 16, 2011 and after then, every quarter 6.25% of
the options would vest. The grant is conditional on enlarging the option pool as
part of increasing the Companys issued stock, changing the Companys status from a
shell company (as defined in the Securities Exchange Act of 1934) into an active
one. As of the date of the financial statements, the option pool and the Companys
status were not enlarged.
  11




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TOPSPIN MEDICAL, INC. AND ITS SUBSIDIARY
 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NIS in thousands
 NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
 a.
    
    The significant accounting policies applied in the annual financial
statements of the Company as of December 31, 2009, are applied consistently in
these consolidated financial statements.
 b.
    
    Impact of newly issued accounting pronouncements:
 In January 2010, FASB issued ASU 2010-06 amending ASC 820, Fair Value Measurements
and Disclosures to require a number of additional disclosure regarding fair value
measurements, including the amount of transfers between Levels 1 and 2 of the fair
value hierarchy. In addition, the amendments clarify certain existing disclosure
requirements related to the level at which fair value disclosure should be
disaggregated and the requirement to provide disclosures about the valuation
techniques and inputs used in determining the fair value of assets or liabilities
as classified as Levels 2 or 3. ASU 2010-06 was effective for fiscal years and
interim periods ended after December 15, 2010. The adoption of the updated guidance
did not have a material impact on the Companys consolidated results of operations
or financial condition.
 NOTE 3:- UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 The accompanying unaudited interim consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States for
interim financial information. Accordingly, they do not include all the information and
footnotes required by accounting principles generally accepted in the United States for
complete financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three-month period ended March 31, 2010 are not
necessarily indicative of the results that may be expected for the year ended December
31, 2010.
 NOTE 4:- CONTINGENT LIABILITIES, COMMITMENTS AND CHARGES
 a.
    
    Commitments to pay royalties to the Chief Scientist:
 The subsidiary had obtained from the Office of the Chief Scientist of the State of
Israel (OCS) grants for participation in research and development and, in return,
the subsidiary is obligated to pay royalties amounting to 3% of the sales in the
first three years from the beginning of the repayment and 3.5% of the sales from
the fourth year up to the amount of the grant. The grant is linked to the exchange
rate of the dollar and bears interest of LIBOR per annum. Through March 31, 2010,
total grants obtained amount to approximately NIS 17,985.
 The Company demands to receive from the OCS grants on behalf of expenses recorded
in the year 2008 in the amount of approximately NIS 3,200. As there is uncertainty
regarding receiving the aforementioned amount the Company did not record an asset
in its financial statements. Since the beginning of 2009, the Company did not
receive any grants from the OCS. The Company assumes the probability of receiving
these grants is low.
 b.
    
    Commitments:
 During 2009, the Company signed a lease agreement with a new lessor for one year.
The agreement will end in the beginning of May 2010.
  12




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TOPSPIN MEDICAL, INC. AND ITS SUBSIDIARY
 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NIS in thousands
 NOTE 4:- CONTINGENT LIABILITIES, COMMITMENTS AND CHARGES (Cont.)
 At the beginning of May 2010, the Company signed a short-term lease agreement with
a new lessor for a period of three months.
 c.
    
    The subsidiary pledged a bank deposit which is used as a bank guarantee
amounting to NIS 11 to secure its payments in accordance with the credit limits
given to it by the credit card companies.
 d.
    
    The subsidiary leases motor vehicles under operating lease agreements
for 36 months. The monthly lease payments are approximately NIS 3. As of March 31,
2010, the Company has deposited NIS 8 covering rental payments for the last three
months in respect of these contracts. The deposit is linked to the CPI and bears no
interest.
 The Company returned the remaining leased motor vehicles in May, 2010.
 NOTE 5:- SHAREHOLDERS DEFICIENCY
 a.
    
    On February 2, 2009, the Company entered into a private placement
agreement with an investor. According to the agreement the Company issued
120,000,000 Common shares of $0.001 par value and 58,064,516 warrants exercisable
into Common shares of the Company for a total consideration of NIS 900. Each
warrant is exercisable into one Common share for the exercise price of NIS 0.01 for
a period of 4 years following the issuance date. According to the Binomial model,
with 92.96% volatility and 3.39% risk-free interest rate, the fair value of the
warrants amounted to approximately NIS 401.
 b.
    
    On July 15, 2009, the Board of Directors decided to obtain the approval
of the shareholders of the Company to increase the registered capital of the
Company by 500,000,000 Common shares and to amend the Corporations certificate of
incorporation whereby the total number of authorized Common shares shall be
increased by 500,000,000 shares.
 A shareholders meeting was set for September 3, 2009. Since a sufficient quorum was
not present at the shareholders meeting, the number of authorized shares of the
Company was not increased. As of March 31, 2010, the increase in the Companys
number of authorized shares has not been approved.
 NOTE 6:- SUBSEQUENT EVENTS
 a.
    
    On April 29, the Companys Board of Directors entered into a loan and
escrow agreement with Medgenesis Partners Ltd., a company controlled by Asher
Shmuelwitz (the Lender).
 Pursuant to the loan agreement, the Lender will lend the Company approximately $354
thousand.
 An amount of $54 thousand was paid to the Company on February 1, 2010, and pursuant
to the Investment Agreement (see Note 1e), was used for on-going expenses of the
Company. This amount is included in the Companys other payables and accrued
expenses.
 The remaining amount of $300 thousand was placed in escrow. This amount will be used
for Chapter 11 proceedings in the U.S. and for payments as determined by the Lender.
 The loan shall bear interest at an annual rate of 4%. The loan shall be paid with
the accrued interest thereon upon the occurrence of certain events as defined in the
loan agreement.
  13




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TOPSPIN MEDICAL, INC. AND ITS SUBSIDIARY
 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NIS in thousands
 NOTE 6:- SUBSEQUENT EVENTS (Cont.)
 In the event that the loan, including interest (Debt Amount), are not repaid on
the maturity date (as defined in the agreement), then the interest, on the
outstanding Debt Amount shall be at a rate of 12% per year, for the actual number of
days elapsed from the maturity date until the Lender receives payment of the full
Debt Amount.
 b.
    
    On April 28, 2010, the Companys Board of Directors cancelled the
termination agreement of one finance employee of the Company and appointed her as
controller and secretary of the Company.
  14




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 10-Q.
 Overview
          15




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Liquidity and Capital Resources
     Operating Activities
  Financing Activities
   Investing Activities
   16




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Results of Operations
 For the three months ended March 31, 2010 and 2009
 Revenues
  Research and Development Expense
  Selling and Marketing Expense
  General and Administrative Expense
  Financing Income
  Taxes on Income
  Critical Accounting Policies
   Off-Balance Sheet Arrangements
 Commitments to Pay Royalties to the Chief Scientist
   17




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Office Lease Commitments
  
 ITEM 4T. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
      18




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PART II. OTHER INFORMATION
 
 ITEM 5. OTHER INFORMATION
    
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description10.1
    *
    
    Investment Agreement by and among TopSpin Medical, Inc. and Medgenesis Partners
Ltd., dated January 27, 2010 (incorporated by reference to the Companys
current report on Form 8-K filed with the SEC on February 2, 2010)10.2
    *
    
    Consulting Agreement by and among TopSpin Medical, Inc., TopSpin Medical
(Israel) Ltd., and Nichsey F.N. Fatal Ltd., dated January 28, 2010
(incorporated by reference to the Companys current report on Form 8-K filed
with the SEC on February 2, 2010)31.1
    
    
    Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)31.2
    
    
    Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)32.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350 Certifications as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 *
    
    Incorporated by reference.  19




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SIGNATURES
  Date: May 24, 2010
    TOPSPIN MEDICAL, INC.By:
    /s/ Fufi FatalChairman of the Board of Directors andActing Principal Executive Officer  20




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    *
    
    Investment Agreement by and among TopSpin Medical, Inc. and Medgenesis Partners
Ltd., dated January 27, 2010 (incorporated by reference to the Companys
current report on Form 8-K filed with the SEC on February 2, 2010)10.2
    *
    
    Consulting Agreement by and among TopSpin Medical, Inc., TopSpin Medical
(Israel) Ltd., and Nichsey F.N. Fatal Ltd., dated January 28, 2010
(incorporated by reference to the Companys current report on Form 8-K filed
with the SEC on February 2, 2010)31.1
    
    
    Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)31.2
    
    
    Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)32.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350 Certifications as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 *
    
    Incorporated by reference.  21