##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR
THE QUARTERLY PERIOD ENDED March 31, 2011.
 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
    
    (IRS Employer Identification No.)organization)25 LechiBnei-Brak, 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 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 þ o
 o o
 11,645,405




---



##### 



TOPSPIN MEDICAL, INC.
 FORM 10-Q
 FOR THE QUARTER ENDED March 31, 2011
 PagePART I. FINANCIAL INFORMATION
    
    
    3ITEM 1. FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    25ITEM 4T. CONTROLS AND PROCEDURES
    
    
    30PART II. OTHER INFORMATION
    
    
    31ITEM 5. OTHER INFORMATION
    
    
    31ITEM 6. EXHIBITS
    
    
    31SIGNATURES
    
    
    32EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



FORWARD-LOOKING STATEMENTS




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 TOPSPIN MEDICAL, INC.
 (A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
 As of March 31, 2011




---



##### Table of Contents



TOPSPIN MEDICAL, INC.
 (A Development Stage Company)
 CONSOLIDATED FINANCIAL STATEMENTS
 AS OF March 31, 2011
 INDEX
 PageConsolidated Balance Sheets
    
    
    5Consolidated Statements of Operations
    
    
    6Statements of Changes in Shareholders Deficiency
    
    
    710Consolidated Statements of Cash Flows
    
    
    1113Notes to Consolidated Financial Statements
    
    
    1324




---



##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  Overview
 TopSpin
Israel
 TASE SEC See PART II, Item 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity SecuritiesMarket for Common Equity and Related Stockholder
Matters)
 see Part II, Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operation OCS
  Investment Agreement Medgenesis Stockholder
 Initial
Payment
  Loan Agreement Funds Letter Company
 Bankruptcy Court Plan




---



##### Table of Contents



Second
Loan
    Liquidity and Capital Resources




---



##### Table of Contents



Operating Activities
  Financing Activities
  Investing Activities
  Results of Operations
  Revenues
  Research and Development Expense
  Selling and Marketing Expense
  General and Administrative Expense
  Financing Income
  Taxes on Income
  Critical Accounting Policies




---



##### Table of Contents



Office Lease Commitments
   
 ITEM 4T.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 Exchange Act
  Changes in Internal Control Over Financial Reporting




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 6.
    
    EXHIBITS
 ExhibitNumber
    
    Description31.1
    
    
    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




---



##### Table of Contents



SIGNATURES
  Date: June 9, 2011
    TOPSPIN MEDICAL, INC.By:

Ascher SmuelevitzChairman of the Board of Directors
and
acting Principal Executive Officer




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    
    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