**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**FORM 10-QSB/A**

**(AmendmentNo. 1)**

 
| **(Mark One)**                                                                                                                                                                   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **ý**                                                                                                                                                                            | ** ** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                  |   |   |
| **For the  Quarterly Period Ended September 30, 2003**                                                                                                                           |
|                                                                                                                                                                                  |   |   |
| **Or**                                                                                                                                                                                |
|                                                                                                                                                                                  |   |   |
| **o**                                                                                                                                                                                 | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                  |   |   |
| **For the  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  of Incorporation or Organization) |       | (IRS 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)

 

Check whether the issuer (1) filed all reportsrequired to be filed by Section 13 or 15 (d) of the Exchange Actduring the past 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes ý  No o

 

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On April 8, 2005, therewere 18,146,056 shares of common stock outstanding.

 

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

 

 

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**EXPLANATORYNOTE**

 

This Amendment No. 1 on Form 10-QSB/A tothe MediCor Ltd. (the “Company”) Quarterly Report on Form 10-QSB for thequarter ended September 30, 2003 (the “Original Filing”), which was filedwith the Securities and Exchange Commission on November 14, 2003, is beingfiled to amend the Original Filing to include as Exhibit 10.5 theAmendment No. 2 to Asset Purchase Agreement in its entirety.

 

As a result of thisamendment, the certifications pursuant to Section 302 of the Sarbanes-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-QSB/A.

 

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

 

***ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K***

 

**(a)  Exhibits**

 

See Exhibit Index at Page 3.

 

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

 

No reports on Form 8-Kwere filed during the quarter for which this report is filed.

 

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**SIGNATURES**

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the registrant and in the capacities and onthe dates indicated.

 

 
|                                           | ***  MEDICOR LTD.*** |
|------------------------------------------------|-------------------------------------|
|                                           | (Registrant)                        |
|                                           |                                |   |
|                                           |                                |   |
| Date:    June 6, 2005 | By:                                 | /s/  Theodore  R. Maloney |   |
|                                           |                                | Theodore R. Maloney |
|                                           |                                | Chief Executive Officer |
|                                           |                                |   |   |
|                                           |                                |   |   |
| Date:    June 6, 2005 | By:                                 | /s/  Thomas  R. Moyes |   |
|                                           |                                | Thomas R. Moyes |
|                                           |                                | Chief Financial Officer |

 

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EXHIBIT INDEX

 
| **Exhibit  No.** | ** ** | **Description**                                                                                              |
|------------------|------------|--------------------------------------------------------------------------------------------------------------|
| 4.1 †       |       | Form of  Convertible Debenture Loan Agreement                                                           |
| 4.2 †       |       | Form of  Convertible Debenture                                                                          |
| 4.3 †       |       | Form of  Amendment to Convertible Debenture                                                             |
| 4.4 †       |       | Form of  Convertible Debenture Agreement                                                                |
| 4.5 †       |       | Form of  Convertible Debenture                                                                          |
| 10.1 †      |       | Employment  Agreement Dated October 1, 2003 between the Registrant and Jim J. McGhan                    |
| 10.2 †      |       | Option  Agreement dated October 27,2003 between the Registrant and Jim J. McGhan                        |
| 10.3 †      |       | Employment  Agreement Dated September 1, 2003 between the Registrant and Theodore R.  Maloney           |
| 10.4 †      |       | Option  Agreement dated September 2, 2003 between the Registrant and Theodore R.  Maloney               |
| 10.5             |       | Amendment  No. 2 to Asset Purchase Agreement, dated as of October 16, 2003,  filed herewith        |
| 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                           |
| 32.2             |       | Principal  Financial Officer Certification Pursuant To 18 U.S.C. Section 1350                           |

 

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†                  Previously filed.

 

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