**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

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**FORM 10-QSB/A**

**(AmendmentNo. 2)**

**(Mark One)**

**x**                              QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

**Forthe Quarterly Period Ended March 31, 2004**

**or**

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

**Forthe transition period from            to            **

**Commissionfile number 0-50442**

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**MEDICOR LTD.**

(Exact  name of small business issuer as specified inits charter)

| **Delaware**                              |   | **14-1871462**       |
|-------------------------------------------|--------|----------------------|
| (State or Other  Jurisdiction             |   | (IRS Employer        |
| of Incorporation  or Organization)        |   | Identification  No.) |
|                                      |   |                 |
| **4560 S.  Decatur Blvd.**                |   | ** **           |
| **Las  Vegas, Nevada**                    |   | **89103**            |
| (Address of  Principal Executive Offices) |   | (Zip Code)           |

** **

**(702) 932-4560**

(Issuer’s TelephoneNumber)

Check whether the issuer (1) filed all reportsrequired to be filed by Section 13 or 15 (d) of the Exchange Act during thepast 12 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 x   No o

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On May 12, 2004, therewere 18,045,265 shares of common stock outstandingTransitional Small Business Disclosure Format (Check one):   Yes o   No x

 

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**EXPLANATORY NOTE**

This Amendment No. 2 on Form 10-QSB/A to theMediCor Ltd. (the “Company”) Quarterly Report on Form 10-QSB for the quarterended March 31, 2004 (the “Filing”), which was filed with the Securities andExchange Commission on May 19, 2004 and amended on June 6, 2005, is being filedto include amended Exhibit 10.1 to the Filing.

As a result of this amendment, the certificationspursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filedas exhibits to the original and amended Filing, have been re-executed andre-filed as of the date of this Form 10-QSB/A.

Except for the amendment described above, this Form10-QSB/A does not modify or update other disclosures in, or exhibits to, theFiling.

***ITEM 6. EXHIBITS***

**(a)****             Exhibits**

See Exhibit Index at Page 4.

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**SIGNATURES**

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates 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**                                                                        |
|--------------|------------|----------------------------------------------------------------------------------------|
| 10.1*        |       | Form of Amended  Distribution Agreement, filed herewith.                               |
| 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 omitted and filed separately with the Securities and ExchangeCommission.

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