** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

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**FORM 10-Q/A****(Amendment No. 1)**

**(Mark One)**

**x****                             ****QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**Forthe Fiscal Quarter Ended September 30, 2006**

**or**

**o****                                ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**Forthe transition period from                to               **

**Commission file number 0-50442**

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**MEDICOR LTD.******(Name of Small Business Issuer in Its Charter) 

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

 

**(702) 932-4560**(Issuer’s Telephone Number, Including Area Code)

**Securities registered under Section 12(b) of theExchange Act:**None

**Securities registered under Section 12(g) of theExchange Act:**Common Stock, Par value $0.001 pershare

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Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes **x**    No **o**

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

                                        Largeaccelerated filer **o**    Accelerated filer **o**   Non-accelerated filer **x**

Indicate by check mark whether theregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

                                        Yes **o**   No **x**

On November 1, 2006, there were 23,746,162shares of common stock outstanding.

 

 

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**EXPLANATORY NOTE**

This AmendmentNo. 1 on Form 10-Q/A to the MediCor Ltd. (the “Company”) Quarterly Reporton Form 10-Q for the quarter ended September 30, 2006 (the “Report”), which wasfiled with the Securities and Exchange Commission on November 2, 2006, is beingfiled to amend Item 2 — Unregistered Sales of Equity Securities and Use ofProceeds to include narrative disclosure about securities issued during thequarter, which were previously reflected in the financial statements includedin the Report.

As a result ofthis amendment, the certifications pursuant to Sections 302 and 906 of theSarbanes-Oxley Act of 2002, filed as exhibits to the original and amendedReport, have been re-executed and re-filed as of the date of this Amendment No.1 on Form 10-Q/A.

Except for theamendment described above, this Form 10-Q/A does not modify or update otherdisclosures in, or exhibits to, the Report.

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***ITEM2******—******UNREGISTERED SALES OF EQUITY SECURITIES AND USE OFPROCEEDS***

On September 11, 2006, wegranted options to purchase 1,357,000 shares of common stock to 29 new andexisting employees, including four executive officers, and options to purchase180,000 shares of common stock to two consultants.  The option grants were approved by thecompensation committee of our board of directors, composed entirely ofindependent directors, at their regularly scheduled meeting held for suchpurpose. The options were granted at an exercise price of $2.50 per share, thelast sale price of our common stock on the date of grant, September 11,2006.  All of the options have seven-yearterms and vest ratably on each of the first through fourth anniversaries of thedate of grant.

***ITEM 6 —EXHIBITS***

Thefollowing exhibits are filed as part of this Quarterly Report onForm 10-Q:
| Exhibit No. | ** ** | **Description**                                                                         | ** ** |
|------------------|------------|-----------------------------------------------------------------------------------------|------------|
| 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.          |       |

 

**SIGNATURES**

Pursuant to the requirements ofSection 13 of the Securities Exchange Act of 1934, the registrant causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.
|        |   | MEDICOR LTD. |
|--------|--------|--------------|
|   |   |         |
|   |   |         |   |   |
|   |   | By:          |   | /s/ Theodore R. Maloney |
|   |   |         |   | Theodore R. Maloney  Chief Executive Officer (Principal Executive Officer) December 4, 2006 |
|   |   |         |   |   |
|   |   | By:          |   | /s/ Paul R. Kimmel |
|   |   |         |   |  Paul R.  Kimmel  Chief Financial Officer (Principal Financial and Accounting Officer)  December 4, 2006 |

 

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