U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C.  20549 FORM 10-Q/AAmendment No. 2 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 For the fiscal quarter ended        March 31, 2010 o  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from                                         to VYCOR MEDICAL, INC. (Exact name of small business issuer as specified in its charter)  Delaware
                           
                           
                           
                           
                           
                           
                           
                           
                           333-149782
                           
                           
                           
                           
                           
                           
                           
                           
                           20-3369218(State of Incorporation)
                           
                           
                           
                           
                           
                           
                           
                           
                           (Commission File Number)
                           
                           
                           
                           
                           
                           
                           
                           
                           (IRS Employer Identification No.)80 Orville Drive, Suite 100, Bohemia, New York 11716(Address of principal executive offices) (Zip code)Issuer's telephone number: (631) 244 1435Securities registered under Section 12(g) of the Exchange Act: Indicate by check mark whether the registrant (1) has filed all
                  reports required to be filed by Section 13 or 15(d) of the Securities
                  Exchange Act of 1934 during the preceding 12 months (or for such
                  shorter period that the registrant was required to file such
                  reports), and (2) has been subject to such filing requirements for
                  the past 90 days. Yes x    No o Indicate by check mark whether the registrant has submitted
                  electronically and posted on its corporate Web site, if any, every
                  Interactive Data File required to be submitted and posted pursuant to
                  Rule 405 of Regulation S-T during the preceding 12 months (or for
                  such shorter period that the registrant was required to submit and
                  post such files). Yes o    No o Indicate by check mark whether the registrant is a large accelerated
                  filer, an accelerated filer, a non-accelerated filer, or a smaller
                  reporting company. See the definitions of "large accelerated filer,"
                  "accelerated filer" and "smaller reporting company" in Rule 12b-2 of
                  the Exchange Act.  Large accelerated filer o
                           
                           
                           
                           
                           
                           
                           
                           
                           Accelerated filer oNon-accelerated filer o   (Do not check if a smaller reporting company)
                           
                           
                           
                           
                           
                           
                           
                           
                           Smaller reporting company x Indicate by check mark whether the registrant is a shell company (as
                  defined in Rule 12b-2 of the Exchange Act).
                   Yes o   No x There were 624,578,785 shares outstanding of registrant's common
                  stock, par value $.0001 per share, as of April 30, 2010. Transitional Small Business Disclosure Format (check one):     Yes o   No x
 1


TABLE OF CONTENTS  PART IItem 1.
                           
                           
                           
                           
                           
                           
                           
                           
                           Financial StatementsConsolidated Balance Sheets as of March 31, 2010 (unaudited) and
                              December 31, 2009
                           
                           
                           
                           
                           
                           5Unaudited Consolidated Statements of Operations for the three months
                              ended March 31, 2010 and 2009
                           
                           
                           
                           
                           
                           6Unaudited Consolidated Statements of Cash Flows for the three months
                              ended March 31, 2010 and 2009
                           
                           
                           
                           
                           
                           7Notes to Unaudited Consolidated Financial Statements
                           
                           
                           
                           
                           
                           8Item 2.
                           
                           
                           
                           
                           
                           
                           
                           
                           Management's Discussion and Analysis of Financial Condition and
                              Results of Operation
                           
                           
                           
                           
                           
                           21Item 3
                           
                           
                           
                           
                           
                           
                           
                           
                           Quantitative and Qualitative Disclosures About Market Risk
                           
                           
                           
                           
                           
                           31Item 4A(T)
                           
                           
                           
                           
                           
                           
                           
                           
                           Controls and Procedures
                           
                           
                           
                           
                           
                           31PART IIItem 1
                           
                           
                           
                           
                           
                           
                           
                           
                           Legal Proceedings
                           
                           
                           
                           
                           
                           32Item 1A
                           
                           
                           
                           
                           
                           
                           
                           
                           Risk Factors
                           
                           
                           
                           
                           
                           32Item 2
                           
                           
                           
                           
                           
                           
                           
                           
                           Unregistered Sales of Equity Securities and Use of Proceeds
                           
                           
                           
                           
                           
                           32Item 3
                           
                           
                           
                           
                           
                           
                           
                           
                           Defaults Upon Senior Securities
                           
                           
                           
                           
                           
                           33Item 4.
                           
                           
                           
                           
                           
                           
                           
                           
                           Submission of Matters to a Vote of Security Holders
                           
                           
                           
                           
                           
                           33Item 5.
                           
                           
                           
                           
                           
                           
                           
                           
                           Other Information
                           
                           
                           
                           
                           
                           33Item 6.
                           
                           
                           
                           
                           
                           
                           
                           
                           Exhibits
                           
                           
                           
                           
                           
                           34SIGNATURES
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           35
 2


Forward-looking Statements In addition to historical information, this Annual Report on
                     Form 10-Q/A includes forward-looking statements within the meaning of
                     Section 27A of the Securities Act of 1933, as amended, and
                     Section 21E of the Securities Exchange Act of 1934, as amended ("the
                     Exchange Act"). The forward-looking statements involve risks and
                     uncertainties. Forward-looking statements are identified by words
                     such as "anticipates," "believes," "expects," "intends," "may,"
                     "will," and other similar expressions. However, these words are not
                     the only way we identify forward-looking statements. In addition, any
                     statements which refer to expectations, projections, or other
                     characterizations of future events, or circumstances, are
                     forward-looking statements. Actual results could differ materially
                     from those projected in the forward-looking statements as a result of
                     a number of factors, including those set forth below in "Management's
                     Discussion and Analysis of Financial Condition and Results of
                     Operations" "Risk Factors" and those described elsewhere in this
                     report, and those described in our other reports filed with the
                     Securities and Exchange Commission ("SEC"). We caution you not to
                     place undue reliance on these forward-looking statements, which speak
                     only as of the date of this report, and we undertake no obligation to
                     update these forward-looking statements after the filing of this
                     report. You are urged to review carefully and consider our various
                     disclosures in this report and in our other reports publicly
                     disclosed or filed with the SEC that attempt to advise you of the
                     risks and factors that may affect our business. EXPLANATORY NOTE Vycor Medical, Inc. is filing this Amendment No. 2 on Form 10-Q/A
                  (the "Amendment") to its Quarterly Report on Form 10-Q for the period
                  ended March 31, 2010, as amended, originally filed May 12, 2010 (the
                  "Original Filing") to amend and restate the following
                  previously-filed consolidated financial statements and related
                  disclosures (the "Restatement"): (1) our unaudited consolidated
                  financial statements as of and for the periods ended March 31, 2010
                  and March 31, 2009 and the notes thereto contained in Part I, Item 1
                  of this Amendment (including our audited balance sheet for the period
                  ended December 31, 2009 included in such financial statements);
                  (2) management's discussion and analysis of financial condition and
                  results of operations as of and for the quarters ended March 31, 2010
                  and 2009 contained in Part I, Item 2 of this Amendment. Financial information related to the quarters ended March 31, 2010
                  and 2009 and the fiscal year ended December 31, 2009 included in the
                  report on Form 10-Q previously filed by us and all related earnings
                  press releases and similar communications issued by us during these
                  periods, should not be relied upon. In the event there are
                  discrepancies between this Amendment and previous reports, press
                  releases and similar communications, the information in this
                  Amendment shall control. Background of the Restatement In late July 2011, the Company's management re-evaluated certain of
                  its accounting policies and procedures in connection with the
                  preparation of the Company's financial statements for the period
                  ended June 30, 2011, and determined that it had not properly
                  accounted for warrants issued in connection with certain service
                  agreements and for the beneficial conversion feature of certain
                  convertible debentures. Specifically, management determined that the
                  Company had previously not recognized the fair value of warrants
                  issued in connection with certain consulting or other service
                  agreements at the measurement date, and had previously recognized the
                  expense ratably over the life of the warrant. The Company's
                  management further determined that the proper accounting, following
                  the guidance in ASC Topic 505, is to record the fair value of these
                  warrants as a prepaid expense on the date of issuance, and recognize
                  the expense ratably over the life of the underlying service
                  agreement. In addition, the Company had, since December 2009, been
                  determining the existence of a beneficial conversion feature of
                  convertible debt based on the fair value of the conversion feature on
                  the date of issuance, rather than using the intrinsic value of the
                  conversion feature on the date of issuance, as required under ASC
                  Topic 470. Following discussions with the Company's independent registered
                  public accounting firm, the Company's management met on August 12,
                  2011 with the Company's Board of Directors, which concluded that the
                  Company's previously issued consolidated financial statements: (i)
                  for the years ended December 31, 2009 and 2010 (the "Annual Financial
                  Statements") included in the Company's Annual Reports on Form 10-K
                  for the years then ended (the "Annual Reports"); and (ii) for the
                  interim periods ended March 31, 2010, June 30, 2010, September 30,
                  2010 and March 31, 2011 (collectively, the "Quarterly Financial
                  Statements") included in the Company's Quarterly Reports on Form 10-Q
                  for the quarters ended March 31, 2010, June 30, 2010, September 30,
                  2010 and March 31, 2011 respectively (the "Quarterly Reports") should
                  no longer be relied upon and that the Company should, as soon as
                  practicable, file with the SEC amendments to the aforementioned
                  Annual Reports and Quarterly Reports to restate such Annual Financial
                  Statements and Quarterly Financial Statements to properly record the
                  warrants and beneficial conversion features and to make related
                  adjustments and disclosures in connection therewith. This Amendment
                  to the Form 10-Q for the quarter ended March 31, 2010 incorporates
                  such restatement for the periods presented in this report. Restatement of Other Financial Statements The Board of Directors concluded that the Company's accounting for
                  such warrants and the beneficial conversion feature associated with
                  such debentures had not appropriately been recognized for the
                  following periods as follows;
 3


(i)for the year ended December 31, 2009 included in the Company's Annual
       Report on Form 10-K filed with the SEC on March 31, 2010; (ii)for the three and six months ended June 30, 2010, included in the
       Company's Quarterly Report on Form 10-Q originally filed with the SEC
       on August 16, 2010; (iii)for the three and nine months ended September 30, 2010 included in
       the Company's Quarterly Report on Form 10-Q filed with the SEC on
       November 15, 2010; (iv)for the year ended December 31, 2010, included in the Company's
       Annual Report on Form 10-K filed with the SEC on March 31, 2011; and (v)for the three months ended March 31, 2011, included in the Company's
       Quarterly Report on Form 10-Q filed with the SEC on May 13, 2011
 Total Impact from the Foregoing Adjustments The Company expects that the net impact on the Company's previously
    reported Net Loss for the 18 month period of October 1, 2009 through
    March 31, 2011 will be to increase losses by approximately $152,000. Internal Control Deficiencies Management determined that there was a deficiency in its internal
                  controls that constitutes a significant deficiency, as discussed in
                  Part I  Item 4 of the Amended Filing. A material weakness in
                  internal control over financial reporting is defined in Section
                  210.1-02(4) of Regulation S-X as a deficiency, or combination of
                  deficiencies, in internal control over financial reporting, such that
                  there is a reasonable possibility that a material misstatement of the
                  annual or interim financial statements will not be prevented or
                  detected on a timely basis. A significant deficiency is a deficiency,
                  or a combination of deficiencies, in internal control over financial
                  reporting that is less severe than a material weakness, yet important
                  enough to merit attention by those responsible for oversight of the
                  Company's financial reporting.  For a discussion of management's
                  consideration of the Company's disclosure controls and procedures and
                  the significant deficiency identified, see Part I  Item 4 included
                  in this Amended Filing. For the convenience of the reader, this Amended Filing sets forth the
                  Original Filing in its entirely as modified and superseded where
                  necessary to reflect the restatement. The following items in this
                  report have been amended as a result of the Restatement: Part I: Item 1: Financial Statements; Item 2: Management's Discussion and Analysis of Financial Condition
                  and Results of Operations; Item 4: Controls and Procedures Part II: Item 6: Exhibits We have not modified or updated disclosures presented in our original
                     quarterly report on Form 10-Q, except as required to reflect the
                     effects of this Restatement. Accordingly, this Form 10-Q/A does not
                     reflect events occurring after the Original Filing and does not
                     modify or update those disclosures affected by subsequent events,
                     except specifically referenced herein. Information not affected by
                     the Restatement is unchanged and reflects the disclosures made at the
                     time of the Original Filing on May 12, 2010. References to the
                     quarterly report on Form 10-Q herein shall refer to the quarterly
                     report on Form 10-Q originally filed on May 12, 2010.
 4


PART I ITEM 1. FINANCIAL STATEMENTS VYCOR MEDICAL, INC.Balance Sheets (Restated)  March 31,2010
                           
                           
                           December 31,2009(unaudited)
                           
                           
                           (audited)ASSETSCurrent AssetsCash
                           
                           
                           
                           
                           $
                           53,261
                           
                           $
                           12,771Accounts receivable
                           
                           
                           
                           
                           
                           51,688
                           
                           
                           29,748Inventory
                           
                           
                           
                           
                           
                           59,279
                           
                           
                           41,967Prepaid expenses
                           
                           
                           
                           
                           
                           397,058
                           
                           
                           22,369561,286
                           
                           
                           106,855Fixed assets, net
                           
                           
                           
                           
                           
                           187,203
                           
                           
                           191,009Other assets:Patents, net of accumulated amortization
                           
                           
                           
                           
                           
                           102,717
                           
                           
                           93,704Website, net of accumulated amortization
                           
                           
                           
                           
                           
                           6,264
                           
                           
                           7,042Security deposits
                           
                           
                           
                           
                           
                           3,633
                           
                           
                           2,350112,614
                           
                           
                           103,096TOTAL ASSETS
                           
                           
                           
                           
                           $
                           861,103
                           
                           $
                           400,960LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts payable
                           
                           
                           
                           
                           $
                           290,550
                           
                           $
                           336,942Accrued interest
                           
                           
                           
                           
                           
                           12,175
                           
                           
                           2,904Accrued liabilities
                           
                           
                           
                           
                           
                           88,355
                           
                           
                           62,002Notes payable
                           
                           
                           
                           
                           
                           687,862
                           
                           
                           1,245,052TOTAL LIABILITIES
                           
                           
                           
                           
                           
                           1,078,942
                           
                           
                           1,646,900STOCKHOLDERS' DEFICITPreferred stock, $0.0001 par value, 10,000,000 shares authorized,
                              140,000 and 0 shares issued and outstanding at March 31, 2010 and
                              December 31, 2009, respectively
                           
                           
                           
                           
                           
                           14
                           
                           
                           -Common Stock, $0.0001 par value, 1,000,000,000 shares authorized,
                              622,893,799 and 557,798,599 shares issued and outstanding at March
                              31, 2010 and December 31, 2009, respectively
                           
                           
                           
                           
                           
                           62,289
                           
                           
                           55,780Additional Paid-in Capital
                           
                           
                           
                           
                           
                           4,960,818
                           
                           
                           3,597,621Accumulated Deficit
                           
                           
                           
                           
                           
                           (5,240,960
                           )
                           
                           (4,899,341
                           )(217,839
                           )
                           
                           (1,245,940
                           )TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
                           
                           
                           
                           
                           $
                           861,103
                           
                           $
                           400,960 See accompanying notes to financial statements
 5


VYCOR MEDICAL, INC.Statement of Operations (Restated)   For the three months ended March 31,2010
                           
                           
                           
                           
                           
                           2009(unaudited)
                           
                           
                           
                           
                           
                           (unaudited)Revenue
                           
                           $
                           64,285
                           
                           
                           
                           
                           $
                           70,088Cost of Goods Sold
                           
                           
                           12,588
                           
                           
                           
                           
                           
                           9,503Gross Profit
                           
                           
                           51,697
                           
                           
                           
                           
                           
                           60,585Operating expenses:Research and development
                           
                           
                           4,886
                           
                           
                           
                           
                           
                           -General and administrative
                           
                           
                           375,825
                           
                           
                           
                           
                           
                           341,965Total Operating expenses
                           
                           
                           380,711
                           
                           
                           
                           
                           
                           341,965Operating loss
                           
                           
                           (329,014
                           )
                           
                           
                           
                           
                           (281,380
                           )Interest expense
                           
                           
                           12,605
                           
                           
                           
                           
                           
                           138,754Net Loss
                           
                           $
                           (341,619
                           )
                           
                           
                           
                           $
                           (420,134
                           )Loss Per ShareBasic and diluted
                           
                           $
                           (0.001
                           )
                           
                           
                           
                           $
                           (0.016
                           )Weighted Average Number of Shares Outstanding
                           
                           
                           614,555,497
                           
                           
                           
                           
                           
                           26,058,910See accompanying notes to financial statements
 6


VYCOR MEDICAL, INC.Statement of Cash Flows (Restated)  For the three months ended March 31,2010
                           
                           
                           
                           
                           
                           2009(unaudited)
                           
                           
                           
                           
                           
                           (unaudited)Cash flows from operating activities:Net loss
                           
                           $
                           (341,619
                           )
                           
                           
                           
                           $
                           (420,134
                           )Adjustments to reconcile net loss to cash used in operating activities:Amortization of intangible assets
                           
                           
                           4,036
                           
                           
                           
                           
                           
                           3,120Depreciation of fixed assets
                           
                           
                           5,737
                           
                           
                           
                           
                           
                           5,737Amortization of debt discount expense
                           
                           
                           -
                           
                           
                           
                           
                           
                           119,201Share based compensation
                           
                           
                           82,218
                           
                           
                           
                           
                           
                           60,069Shares issued for consulting services
                           
                           
                           5,572
                           
                           
                           
                           
                           
                           5,000Interest satisfied with stock conversion
                           
                           
                           -
                           
                           
                           
                           
                           
                           6,625Changes in assets and liabilities:Accounts receivable
                           
                           
                           (21,940
                           )
                           
                           
                           
                           
                           43,622Inventory
                           
                           
                           (17,312
                           )
                           
                           
                           
                           
                           15,426Prepaid expenses
                           
                           
                           (40,875
                           )
                           
                           
                           
                           
                           (9,638Security deposit
                           
                           
                           (1,283
                           )
                           
                           
                           
                           
                           -Accounts payable
                           
                           
                           (46,392
                           )
                           
                           
                           
                           
                           (1,072Accrued interest
                           
                           
                           9,271
                           
                           
                           
                           
                           
                           12,913Accrued liabilities
                           
                           
                           30,780
                           
                           
                           
                           
                           
                           55,535Cash used in operating activities
                           
                           
                           (331,807
                           )
                           
                           
                           
                           
                           (103,596
                           )Cash flows used in investing activities:Purchase of fixed assets
                           
                           
                           (1,931
                           )
                           
                           
                           
                           
                           -Acquisition of patents
                           
                           
                           (12,272
                           )
                           
                           
                           
                           
                           -Cash used in investing activities
                           
                           
                           (14,203
                           )
                           
                           
                           
                           
                           -Cash flows from financing activities:Proceeds from sale of equity - Series B preferred
                           
                           
                           140,000
                           
                           
                           
                           
                           
                           -Proceeds from short term Notes Payable
                           
                           
                           246,500
                           
                           
                           
                           
                           
                           -Cash provided by financing activities
                           
                           
                           386,500
                           
                           
                           
                           
                           
                           -Net increase (decrease) in cash
                           
                           
                           40,490
                           
                           
                           
                           
                           
                           (103,596
                           )Cash at beginning of period
                           
                           
                           12,771
                           
                           
                           
                           
                           
                           196,138Cash at end of period
                           
                           $
                           53,261
                           
                           
                           
                           
                           $
                           92,542Supplemental Disclosures of Cash Flow information:Interest paid:
                           
                           $
                           -
                           
                           
                           
                           
                           $
                           -Taxes paid
                           
                           $
                           2,078
                           
                           
                           
                           
                           $
                           300Non-Cash Transactions:Warrants, options and common stock issued for debt financing
                           
                           $
                           803,690
                           
                           
                           
                           
                           $
                           100,000See accompanying notes to financial statements
 7


VYCOR MEDICAL, INC.NOTES TO FINANCIAL STATEMENTSMARCH 31, 2010 1.   BASIS OF PRESENTATION The condensed consolidated balance sheet as of December 31, 2009,
                  which has been derived from restated audited financial statements,
                  and the accompanying unaudited condensed financial statements have
                  been prepared by Vycor Medical, Inc. (together with its consolidated
                  subsidiaries, the "Company" or "Vycor") in accordance with accounting
                  principles generally accepted in the United States of America
                  ("GAAP") for interim financial information and with the instructions
                  to the quarterly report on Form 10-Q and Rule 8-03 of Regulation S-X.
                  Accordingly, they do not include all of the information and footnotes
                  required by accounting principles generally accepted in the United
                  States of America for annual 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 months ended March 31, 2010 are not
                  necessarily indicative of the results that may be expected for the
                  year ending December 31, 2010. These financial statements should be
                  read in conjunction with the financial statements and footnotes
                  thereto included in the Company's annual report on Form 10-K/A for
                  the year ended December 31, 2009, as amended and restated. Certain
                  prior period amounts have been reclassified to conform to the current
                  presentation. All financial information included in these Notes
                  relating to the Company's financial position as of December 31, 2009
                  and results of operations for the interim period ended March 31, 2010
                  have been restated to give effect to the accounting corrections
                  discussed in Note 5. 2.   FORMATION AND BUSINESS OF THE COMPANY Business Description Vycor Medical, LLC, (the "Company") was formed in June 17, 2005 under
                  the laws of the State of New York. The Company converted its entity
                  form on August 14, 2007 from a New York Limited Liability Company to
                  a Delaware Corporation with 16,048 of common stock exchange for each
                  partnership unit with 1122 units outstanding at date of conversion.
                  The assets, liabilities and operations of the Company did not change
                  pursuant to this reorganization, and the accompanying financial
                  statements are presented as if the change occurred on the first day
                  of the earliest period presented; thus all are references to number
                  of shares prior to the date of conversion are based upon the common
                  stock equivalent of the units. The Company's business plan is to
                  develop and market a commercially feasible surgical access system for
                  sale to hospitals and medical professionals. 3. GOING CONCERN The Company's financial statements have been presented on a basis
                  that contemplates the realization of assets and the satisfaction of
                  liabilities in the normal course of business and assumes the Company
                  will continue as a going concern. The Company has incurred losses
                  since its inception, including a net loss of $341,619 for the three
                  months ended March 31, 2010, and the Company expects to continue to
                  incur substantial additional losses in the future, including
                  additional development costs, costs related to marketing and
                  manufacturing expenses. The Company has incurred negative cash flows
                  from operations since inception. As of March 31, 2010, the Company
                  had a stockholders' deficiency of $217,839 and cash and cash
                  equivalents of $53,261. The Company is reliant on future funding in
                  accordance with a recapitalization agreement it signed with
                  Fountainhead Capital Management, Ltd. This agreement calls for the
                  advancement to the Company of monthly operating proceeds through
                  August 2010 subject to the Company meeting certain financial
                  benchmarks. The Company believes it would not have enough cash to
                  meet its various cash needs without this funding, and could not meet
                  its obligations beyond August 2010 unless the Company is able to
                  obtain additional cash from the issuance of debt or equity
                  securities.  There is no assurance that additional funds from the
                  issuance of equity will be available for the Company to finance its
                  operations on acceptable terms. If adequate funds are not available,
                  the Company may have to delay development or commercialization of
                  products or technologies that the Company would otherwise seek to
                  commercialize, or cease operations. These conditions 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.
 8


4.   ACCOUNTING POLICIES Research and Development The Company expenses all research and development costs as incurred.
                  For the three months ended March 31, 2010 and 2009, the amounts
                  charged to research and development expenses were $4,886 and $0,
                  respectively. Concentration of Credit Risk The Company maintains cash balances at various financial
                  institutions. Accounts at each institution are insured by the Federal
                  Deposit Insurance Corporation up to $250,000. The Company's accounts
                  at these institutions may, at times, exceed the federally insured
                  limits. The Company has not experienced any losses in such accounts. Fair Values of Financial Instruments At March 31, 2010 and 2009, fair values of cash, accounts receivable,
                  accounts payable, and accrued expenses short term promissory notes
                  approximate their carrying amount due to the short period of time to
                  maturity. The fair value of the Company's long term debt is based on
                  the present value using a discount rate comparable with borrowing
                  rates available to the Company along with various fair value model
                  calculations used to value certain debt related securities. Property and equipment The Company records property and equipment at cost and calculates
                  depreciation using the straight-line method over the estimated useful
                  life of the assets, which is estimated to be between three and
                  ten years. Income taxes Based upon relevant FASB standard, deferred tax assets and liability
                  account balances are determined based on differences between
                  financial reporting and tax bases of assets and liabilities and are
                  measured using the enacted tax rates and laws that will be in effect
                  when the differences are expected to reverse. The Company provides a
                  valuation allowance, if necessary, to reduce deferred tax assets to
                  their estimated realizable value. The Company has provided a full
                  valuation allowance against the gross deferred tax asset as of March
                  31, 2010 as it is more likely that this deferred tax asset will not
                  be realized. Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with accounting
                  principles generally accepted in the United States ("GAAP") requires
                  management to make estimates and assumptions that affect the amounts
                  reported in the financial statements and accompanying notes. Critical
                  estimates include amortization of intangible assets, and the fair
                  values of options and warrant included in the determination of debt
                  discounts and share based compensation. Patents The Company capitalizes legal and related costs associated with the
                  establishment of patents for its products. Costs associated with the
                  development of the patented item or processes are charged to research
                  and development costs as incurred. The costs associated with the
                  establishment of the patents are amortized over the life of
                  the patent. The Company reviews existing patents as well as those in the approval
                  process for impairment on an annual basis using a present value, cash
                  flow method based upon relevant FASB standard. Since the Company's
                  patents are either very new or still in the process of approval, the
                  Company does not believe that any impairment of these amounts exists. Revenue Recognition The Company records revenue, based upon relevant FASB standard, when
                  a completed contract for the sale exists, title transfers to the
                  buyer and the product is invoiced and shipped to the customer. The
                  Company sells a surgical access system which has already cleared the
                  U.S. FDA 510(k) review process. It has been granted a 510(k) number
                  for marketing the system to hospitals and other medical
                  professionals. The Company does not expect the need to provide for
                  product returns or warranty costs but will review such potential
                  costs after the commencement of sales on an annual basis.
 9


Educational and marketing expenses The Company may incur costs for the education of customers on the
                  uses and benefits of its products. The Company will expense such
                  costs as a component of selling, general and administrative costs as
                  such costs are incurred. Website Costs The Company capitalizes the costs associated with the acquisition of
                  hardware and development tools as well as the creation of database
                  tools in connection with the Company's website pursuant to the
                  relevant FASB standard. Other costs including the development of
                  functionality and identification of software tools are expensed
                  as incurred. Fair Values of Assets and Liabilities Effective January 1, 2008, the relevant FASB standards define the
                  fair value as the exchange price that would be received for an asset
                  or paid to transfer a liability (an exit price) in the principal or
                  most advantageous market for the asset or liability in an orderly
                  transaction between market participants on the measurement date.
                  These standards require that valuation techniques maximize the use of
                  observable inputs and minimize the use of unobservable inputs. These
                  standards also established a fair value hierarchy, which prioritizes
                  the valuation inputs into three broad levels. There are three general valuation techniques that may be used to
                  measure fair value, as described below: a)Market approach  Uses prices and other relevant information
                     generated by market transactions involving identical or comparable
                     assets or liabilities. Prices may be indicated by pricing guides,
                     sale transactions, market trades, or other sources; b)Cost approach  Based on the amount that currently would be required
                     to replace the service capacity of an asset (replacement cost); and c)Income approach  Uses valuation techniques to convert future amounts
                     to a single present amount based on current market expectations about
                     the future amounts (includes present value techniques and
                     option-pricing models). Net present value is an income approach where
                     a stream of expected cash flows is discounted at an appropriate
                     market interest rate.
 Financial assets and liabilities are valued using either level 1
                  inputs based on unadjusted quoted market prices within active markets
                  or using level 2 inputs based primarily on quoted prices for similar
                  assets or liabilities in active or inactive markets.  For certain
                  long-term debt, fair value is based on present value techniques using
                  inputs derived principally or corroborated from market data. Using
                  level 3 inputs using management's assumptions about the assumptions
                  market participants would utilize in pricing the asset or liability.
                  In the Company's case this entailed assumptions used in pricing
                  models for attached warrant calculations. Valuation techniques
                  utilized to determine fair value are consistently applied. The Company has no items that are subject to these standards as of
                  March 31, 2010. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the
                  weighted-average number of common shares outstanding during the
                  period. Diluted net loss per share is based on the weighted-average
                  common shares outstanding during the period plus dilutive potential
                  common shares calculated using the treasury stock method.  Such
                  potentially dilutive shares are excluded when the effect would be to
                  reduce a net loss per share. The Company's potential dilutive shares,
                  which include outstanding common stock options, convertible notes
                  payable and warrants, have not been included in the computation of
                  diluted net loss per share for all periods as the result would be
                  anti-dilutive. The following table sets forth the potential shares of common stock
                  that are not included in the calculation of diluted net loss per
                  share because to do so would be anti-dilutive as of the end of each
                  period presented:  March 31,
                           
                           
                           
                           
                           
                           March 31,2010
                           
                           
                           
                           
                           
                           2009Stock options outstanding
                           
                           
                           1,000,000
                           
                           
                           
                           
                           
                           1,050,000Warrants to purchase common stock
                           
                           
                           74,364,268
                           
                           
                           
                           
                           
                           5,610,452Debentures convertible into common stock
                           
                           
                           49,068,960
                           
                           
                           
                           
                           
                           9,703,032Total
                           
                           
                           124,433,228
                           
                           
                           
                           
                           
                           16,363,484
 10


Recent Accounting Pronouncements Effective July 1, 2009, the Company adopted the FASB ASC 105-10, Generally Accepted Accounting Principles  Overall("ASC 105-10"). ASC 105-10 establishes the FASB Accounting Standards Codification(the "Codification") as the source of authoritative accounting
                  principles recognized by the FASB to be applied by nongovernmental
                  entities in the preparation of financial statements in conformity
                  with GAAP. Rules and interpretive releases of the SEC under authority
                  of federal securities laws are also sources of authoritative U.S.
                  GAAP for SEC registrants. All guidance contained in the Codification
                  carries an equal level of authority. The Codification superseded all
                  existing non-SEC accounting and reporting standards. All other
                  non-grandfathered, non-SEC accounting literature not included in the
                  Codification is non-authoritative. The FASB will not issue new
                  standards in the form of Statements, FASB Staff Positions or Emerging
                  Issues Task Force Abstracts. Instead, it will issue Accounting
                  Standards Updates ("ASUs"). The FASB will not consider ASUs as
                  authoritative in their own right. ASUs will serve only to update the
                  Codification, provide background information about the guidance and
                  provide the bases for conclusions on the change(s) in the
                  Codification. References made to FASB guidance throughout this
                  document have been updated for the Codification. Effective January 1, 2008, the Company adopted FASB ASC 820-10, Fair Value Measurements and Disclosures  Overall ("ASC 820-10") with respect to its financial assets and liabilities.
                  In February 2008, the FASB issued updated guidance related to fair
                  value measurements, which is included in the Codification in ASC
                  820-10-55, Fair Value Measurements and Disclosures  Overall  Implementation
                     Guidance and Illustrations. The updated guidance provided a one year deferral of the effective
                  date of ASC 820-10 for non-financial assets and non-financial
                  liabilities, except those that are recognized or disclosed in the
                  financial statements at fair value at least annually. Therefore, the
                  Company adopted the provisions of ASC 820-10 for non-financial assets
                  and non-financial liabilities effective January 1, 2009, and such
                  adoption did not have a material impact on the Company's consolidated
                  results of operations, financial condition or liquidity. Effective January 1, 2009, the Company adopted FASB ASC 805, Business Combinations ("ASC 805"). ASC 805 establishes principles and requirements for how
                  the acquirer of a business recognizes and measures in its financial
                  statements the identifiable assets acquired, the liabilities assumed,
                  and any non-controlling interest in the acquiree. ASC 805 changes the
                  previous treatment of acquisition related costs, restructuring costs
                  related to an acquisition that the acquirer expects but is not
                  obligated to incur, contingent consideration associated with the
                  purchase price and pre-acquisition contingencies associated with
                  acquired assets and liabilities. Under ASC 805, acquisition costs
                  associated with business combinations will be expensed as incurred,
                  whereas, prior to the adoption of ASC 805, similar costs associated
                  with a successful acquisition were capitalized. ASC 805 applies to
                  business combinations for which the acquisition date is on or after
                  the adoption date, thus the adoption of ASC 805 will have no effect
                  on prior acquisitions. The effect of the adoption of ASC 805 will
                  depend upon the nature of any future business combinations. In April 2009, the FASB issued updated guidance relating to
                  intangible asset valuation, which is included in the Codification in
                  ASC 350-30-55, General Intangibles Other Than Goodwill  Implementation ("ASC 350-30-55"). ASC 350-30-55 amends ASC 350-30, Intangibles  Goodwill and Other, to identify the factors that should be considered in developing
                  renewal or extension assumptions used to determine the useful life of
                  a recognized intangible asset. ASC 350-30-55 is effective for fiscal
                  years beginning after December 31, 2008. The Company adopted the
                  amendment to ASC 350-30 effective January 1, 2009, and such amendment
                  did not have a material effect on the Company's results of
                  operations, financial position or liquidity. Effective April 1, 2009, the Company adopted FASB ASC 825-10-65, Financial Instruments  Overall  Transition and Open Effective Date Information ("ASC 825-10-65"). ASC 825-10-65 amends ASC 825-10 to require
                  disclosures about fair value of financial instruments in interim
                  financial statements as well as in annual financial statements and
                  also amends ASC 270-10, Presentation  Interim Reporting  Overall, to require those disclosures in all interim financial statements.
                  The adoption of ASC 825-10-65 did not have a material impact on the
                  Company's results of operations, financial position or liquidity. Effective April 1, 2009, the Company adopted FASB ASC 320-10-65, Investments  Debt and Equity Securities  Overall  Transition and
                     Open Effective Date Information ("ASC 320-10-65). ASC 320-10-65 amends the other-than-temporary
                  impairment guidance in U.S. GAAP to make the guidance more
                  operational and to improve the presentation of other-than-temporary
                  impairments in the financial statements. The adoption ASC 320-10-65
                  did not have a material impact on the Company's results of
                  operations, financial position or liquidity. Effective April 1, 2009, the Company adopted FASB ASC 855-10, Subsequent Events  Overall ("ASC 855-10"). ASC 855-10 establishes general standards of
                  accounting for and disclosure of events that occur after the balance
                  sheet date but before financial statements are issued or are
                  available to be issued. It required the disclosure of the date
                  through which an entity has evaluated subsequent events and the basis
                  for that date  that is, whether that date represents the date the
                  financial statements were issued or were available to be issued. This
                  disclosure should alert all users of financial statements that an
                  entity has not evaluated subsequent events after that date in the set
                  of financial statements being presented. In February 2010, the FASB
                  issued
 11


ASU 2010-09, Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-09"). ASU 2010-09 amended the guidance on subsequent
                  events to remove the requirement for SEC filers to disclose the date
                  through which an entity has evaluated subsequent events. Adoption of
                  ASC 855-10, as amended, did not have a material impact on the
                  Company's results of operations, financial position or liquidity. Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) ("ASU 2009-05"). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures  Overall, for the fair value measurement of liabilities. ASU 2009-05 provides
                  clarification that in circumstances in which a quoted price in an
                  active market for the identical liability is not available, a
                  reporting entity is required to measure fair value using certain
                  techniques. ASU 2009-05 also clarifies that when estimating the fair
                  value of a liability, a reporting entity is not required to include a
                  separate input or adjustment to other inputs relating to the
                  existence of a restriction that prevents the transfer of a liability.
                  ASU 2009-05 also clarifies that both a quoted price in an active
                  market for the identical liability at the measurement date and the
                  quoted price for the identical liability when traded as an asset in
                  an active market when no adjustments to the quoted price of the asset
                  are required are Level 1 fair value measurements. Adoption of ASU
                  2009-05 did not have a material impact on the Company's results of
                  operations, financial position or liquidity. The Company does not believe that any other recently issued, but not
                  yet effective accounting standards will have a material effect on the
                  Company's consolidated financial position, results of operations or
                  cash flows. 5.   RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS On August 15, 2011, the Company filed with the SEC a Current Report
                  on Form 8-K, to report management's determination that the Company's
                  financial statements for the quarter ended March 31, 2010, included
                  in its Quarterly Report on Form 10-Q, as amended, originally filed
                  with the SEC on May 12, 2010 (the "2010 Form 10-Q"), should no longer
                  be relied upon due to incorrect accounting in such financial
                  statements with respect to warrants issued in connection with service
                  agreements and for the beneficial conversion feature of certain
                  convertible debentures.  The Company determined that the historical
                  financial statements for the quarter ended March 31, 2010 included in
                  the Company's 2010 Form 10-Q require restatement to properly record
                  these warrants and beneficial conversion features. The Current Report on Form 8-K which the Company filed with the SEC
                  on August 15, 2011 also reported management's determination that the
                  Company's following financial statements should no longer be relied
                  upon due to incorrect accounting in such financial statements with
                  respect warrants issued in connection with service agreements and for
                  the beneficial conversion feature of certain convertible debentures: (i)for the year ended December 31, 2009, included in the Company's
                     Annual Report on Form 10-K filed with the SEC on March 31, 2010; (ii)for the three and six months ended June 30, 2010, included in the
                     Company's Quarterly Report on Form 10-Q, as amended, originally filed
                     with the SEC on August 16, 2010; (iii)for the three and nine months ended September 30, 2010 included in
                     the Company's Quarterly Report on Form 10-Q filed with the SEC on
                     November 15, 2010; (iv)for the year ended December 31, 2010, included in the Company's
                     Annual Report on Form 10-K filed with the SEC on March 31, 2011; and (v)for the three months ended March 31, 2011, included in the Company's
                     Quarterly Report on Form 10-Q filed with the SEC on May 13, 2011.
 The Company's management re-evaluated certain of its accounting
                  policies and procedures in connection with the preparation of the
                  Company's financial statements for the periods ended June 30, 2011,
                  and determined that it had not properly accounted for warrants issued
                  in connection with service agreements and for the beneficial
                  conversion feature of certain convertible debentures. The Company had
                  previously not recognized the fair value of warrants issued in
                  connection with consulting or other service agreements at the
                  measurement date, and has previously recognized the expense ratably
                  over the life of the warrant. The Company's management has determined
                  that the proper accounting, following the guidance in ASC Topic 505,
                  is to record the fair value of these warrants as a prepaid expense on
                  the date of issuance, and recognize the expense ratably over the life
                  of the underlying service agreement. The Company has, since December
                  2009, been determining the existence of a beneficial conversion
                  feature of convertible debt based on the fair value of the conversion
                  feature on the date of issuance, rather than using the intrinsic
                  value of the conversion feature on the date of issuance, as required
                  under ASC Topic 470.
 12


The Company's board of directors and management has discussed the
                  matters set forth herein with Paritz & Co., P.A., the Company's
                  registered independent public accounting firm. Paritz & Co. was the
                  Company's independent public accounting firm for each of the periods
                  being restated as set forth above. The tables below show the effects of the restatements on (i) the
                  Company's consolidated balance sheets as of March 31, 2010 and
                  December 31, 2009, (ii) the consolidated statement of operations for
                  the three months ended March 31, 2010, and (iii) the consolidated
                  statement of cash flows for the three months ended March 31, 2010.
                  These adjustments are non-cash items and do not impact the Company's
                  operating activities or cash flows from operations in any way.  Vycor Medical, Inc.Consolidated Balance SheetsMarch 31, 2010
                           
                           
                           
                           
                           
                           December 31, 2009AsReported
                           
                           
                           Adjustment
                           
                           
                           
                           
                           
                           Restated
                           
                           
                           
                           
                           
                           AsReported
                           
                           
                           Adjustment
                           
                           
                           
                           
                           
                           RestatedPrepaid Expenses
                           
                           
                           63,244
                           
                           
                           333,814
                           
                           
                           a
                           
                           
                           397,058
                           
                           
                           
                           
                           
                           22,369
                           
                           
                           -
                           
                           
                           a
                           
                           
                           22,369Total Current Assets
                           
                           
                           227,472
                           
                           
                           333,814
                           
                           
                           
                           
                           
                           561,286
                           
                           
                           
                           
                           
                           106,855
                           
                           
                           -
                           
                           
                           
                           
                           
                           106,855Total Assets
                           
                           
                           527,289
                           
                           
                           333,814
                           
                           
                           
                           
                           
                           861,103
                           
                           
                           
                           
                           
                           400,960
                           
                           
                           -
                           
                           
                           
                           
                           
                           400,960Notes Payable
                           
                           
                           564,927
                           
                           
                           122,936
                           
                           
                           b
                           
                           
                           687,863
                           
                           
                           
                           
                           
                           1,111,053
                           
                           
                           133,999
                           
                           
                           b
                           
                           
                           1,245,052Total Liabilities
                           
                           
                           956,006
                           
                           
                           122,936
                           
                           
                           
                           
                           
                           1,078,942
                           
                           
                           
                           
                           
                           1,512,901
                           
                           
                           133,999
                           
                           
                           
                           
                           
                           1,646,900Additional Paid-in Capital
                           
                           
                           4,761,669
                           
                           
                           199,149
                           
                           
                           a,b
                           
                           
                           4,960,818
                           
                           
                           
                           
                           
                           3,708,967
                           
                           
                           (111,346
                           )
                           
                           a,b
                           
                           
                           3,597,621Accumulated Deficit
                           
                           
                           (5,252,689
                           )
                           
                           11,729
                           
                           
                           c,d
                           
                           
                           (5,240,960
                           )
                           
                           
                           
                           
                           (4,876,688
                           )
                           
                           (22,653
                           )
                           
                           c,d
                           
                           
                           (4,899,341
                           )Total Stockholders' Deficit
                           
                           
                           (428,717
                           )
                           
                           210,878
                           
                           
                           
                           
                           
                           (217,839
                           )
                           
                           
                           
                           
                           (1,111,941
                           )
                           
                           (133,999
                           )
                           
                           
                           
                           
                           (1,245,940
                           )Total Liabilities and Stockholders' Deficit
                           
                           
                           527,289
                           
                           
                           333,814
                           
                           
                           
                           
                           
                           861,103
                           
                           
                           
                           
                           
                           400,960
                           
                           
                           -
                           
                           
                           
                           
                           
                           400,960  Vycor Medical, Inc.Consolidated Statements of OperationsFor the Three Months EndedMarch 31, 2010As Reported
                           
                           
                           
                           
                           
                           Adjustment
                           
                           
                           
                           
                           
                           RestatedGeneral and administrative
                           
                           
                           
                           
                           
                           353,675
                           
                           
                           
                           
                           
                           22,150
                           
                           
                           c
                           
                           
                           375,825Total Operating Expenses
                           
                           
                           
                           
                           
                           358,561
                           
                           
                           
                           
                           
                           22,150
                           
                           
                           
                           
                           
                           380,711Total Operating Loss
                           
                           
                           
                           
                           
                           (306,864
                           )
                           
                           
                           
                           
                           (22,150
                           )
                           
                           
                           
                           
                           (329,014
                           )Interest Expense
                           
                           
                           
                           
                           
                           (69,137
                           )
                           
                           
                           
                           
                           (56,532
                           )
                           
                           d
                           
                           
                           (12,605
                           )Total Other Income (Expense)
                           
                           
                           
                           
                           
                           (69,137
                           )
                           
                           
                           
                           
                           56,532
                           
                           
                           
                           
                           
                           (12,605
                           )Net Loss
                           
                           
                           
                           
                           
                           (376,001
                           )
                           
                           
                           
                           
                           34,382
                           
                           
                           
                           
                           
                           (341,619
                           )Net Loss per share
                           
                           
                           
                           
                           
                           (0.001
                           )
                           
                           
                           
                           
                           0.000
                           
                           
                           
                           
                           
                           (0.001
                           )  Vycor Medical, Inc.Consolidated Statements of Cash FlowsFor the Three Months EndedMarch 31, 2010As Reported
                           
                           
                           
                           
                           
                           Adjustment
                           
                           
                           
                           
                           
                           RestatedNet Loss
                           
                           
                           
                           
                           
                           (376,001
                           )
                           
                           
                           
                           
                           34,382
                           
                           
                           
                           
                           
                           (341,619
                           )Amortization of Debt Discount Expense
                           
                           
                           
                           
                           
                           56,532
                           
                           
                           
                           
                           
                           (56,532
                           )
                           
                           d
                           
                           
                           (0
                           )Share-based compensation
                           
                           
                           
                           
                           
                           60,068
                           
                           
                           
                           
                           
                           22,150
                           
                           
                           c
                           
                           
                           82,218Shares issued for consulting services
                           
                           
                           
                           
                           
                           10,000
                           
                           
                           
                           
                           
                           (4,428
                           )
                           
                           c
                           
                           
                           5,572Changes in Accrued liabilities
                           
                           
                           
                           
                           
                           26,352
                           
                           
                           
                           
                           
                           4,428
                           
                           
                           
                           
                           
                           30,780Cash used in operating activities
                           
                           
                           
                           
                           
                           (331,807
                           )
                           
                           
                           
                           
                           -
                           
                           
                           
                           
                           
                           (331,807
                           )Cash used in investing activities
                           
                           
                           
                           
                           
                           (14,203
                           )
                           
                           
                           
                           
                           -
                           
                           
                           
                           
                           
                           (14,203
                           )Cash provided by financing activities
                           
                           
                           
                           
                           
                           386,500
                           
                           
                           
                           
                           
                           -
                           
                           
                           
                           
                           
                           386,500Net Increase in Cash
                           
                           
                           
                           
                           
                           40,490
                           
                           
                           
                           
                           
                           -
                           
                           
                           
                           
                           
                           40,490
 13


Notes:a
                           
                           
                           Grant date fair value of warrants issued for consulting servicesb
                           
                           
                           Elimination debt discount where no Beneficial Conversion Feature existsc
                           
                           
                           Net change in expense from converting amortization period from life
                              of warrant to life of service agreementd
                           
                           
                           Reversal of BCF amortization where no Beneficial Conversion Feature exists 6.   NOTES PAYABLE As of March 31, 2010 and December 31, 2009, Notes Payable consists of:  March 31,2010
                           
                           
                           December 31,2009On December 29, 2009, the Company issued a convertible debenture in
                              the amount of $70,000 payable to Fountainhead Capital Management
                              Limited. This debenture accrues interest rate of 6% per annum, is due
                              August 31, 2010, is secured by a first priority security interest in
                              all of the assets of the Company, and is senior to or pari passu with, all other obligations of the Company, subject to certain
                              conditions. The Holder is entitled to convert all or any amount of
                              the principal face amount of the debenture into shares of common
                              stock of the Company at the conversion price of $0.0125 per share,
                              subject to adjustment and does not require bifurcation.
                           
                           
                           70,000
                           
                           
                           70,000On December 29, 2009, the Company issued a convertible debenture in
                              the amount of $371,362 payable to Fountainhead Capital Management
                              Limited. This debenture accrues interest rate of 6% per annum, is due
                              August 31, 2010, is secured by a first priority security interest in
                              all of the assets of the Company, and is senior to or pari passu with, all other obligations of the Company, subject to certain
                              conditions. The Holder is entitled to convert all or any amount of
                              the principal face amount of the debenture then outstanding into
                              shares of common stock of the Company at the conversion price of
                              $0.0125 per share, subject to adjustment and does not require
                              bifurcation.
                           
                           
                           371,362
                           
                           
                           371,362On December 29, 2009, the Company issued a convertible debenture in
                              the amount of $350,000 payable Regent Private Capital, LLC
                              ("Regent"). This debenture accrues interest rate of 6% per annum, is
                              due August 31, 2010, is secured by a first priority security interest
                              in all of the assets of the Company, and is senior to or pari passu with, all other obligations of the Company, subject to certain
                              conditions. The Holder is entitled to convert all or any amount of
                              the principal face amount of the debenture then outstanding into
                              shares of common stock of the Company at the conversion price of
                              $0.0125 per share, subject to adjustment and does not require
                              bifurcation. On December 29, 2009, this debenture was amended to
                              provide for automatic conversion, subject to the Company authorizing
                              sufficient shares to convert this, and other existing instruments,
                              and transferred to three parties. On January 11, 2010 (see Note 10),
                              these notes were satisfied in accordance with the automatic
                              conversion clause.
                           
                           
                           -
                           
                           
                           350,000On December 29, 2009, the Company issued a convertible debenture in
                              the amount of $453,690 payable Regent Private Capital, LLC
                              ("Regent"). This debenture accrues interest rate of 6% per annum, is
                              due August 31, 2010, is secured by a first priority security interest
                              in all of the assets of the Company, and is senior to or pari passu with, all other obligations of the Company, subject to certain
                              conditions. The Holder is entitled to convert all or any amount of
                              the principal face amount of the debenture then outstanding into
                              shares of common stock of the Company at the conversion price of
                              $0.0125 per share, subject to adjustment and does not require
                              bifurcation. On December 29, 2009, this debenture was amended to
                              provide for automatic conversion, subject to the Company authorizing
                              sufficient shares to convert this, and other existing instruments,
                              and transferred to five parties. On January 11, 2010 (see Note 10),
                              these notes were satisfied in accordance with the automatic
                              conversion clause.
                           
                           
                           -
                           
                           
                           453,690
 14


March 31,2010
                        
                        
                        December 31,2009On January 7, 2010, the Company issued a debenture in the amount of
                           $74,500 payable to Fountainhead Capital Management Limited. This
                           debenture accrues interest rate of 6% per annum, is due August 31,
                           2010, is secured by a first priority security interest in all of the
                           assets of the Company, and is senior to or pari passu with, all other obligations of the Company, subject to certain conditions.
                        
                        
                        74,500
                        
                        
                        -On February 3, 2010, the Company issued a convertible debenture in
                           the amount of $70,000 payable to Fountainhead Capital Management
                           Limited. This debenture accrues interest rate of 6% per annum, is due
                           August 31, 2010, is secured by a first priority security interest in
                           all of the assets of the Company, and is senior to or pari passu with, all other obligations of the Company, subject to certain
                           conditions. The Holder is entitled to convert all or any amount of
                           the principal face amount of the debenture then outstanding into
                           shares of common stock of the Company at the conversion price of
                           $0.0125 per share, subject to adjustment and does not require
                           bifurcation.
                        
                        
                        70,000
                        
                        
                        -On March 15, 2010, the Company issued a convertible debenture for
                           proceeds received from Fountainhead Capital Management Limited at
                           various times during March, 2010. At March 31, 2010, $102,000 had
                           been received. This debenture accrues interest rate of 6% per annum,
                           is due August 31, 2010, is secured by a first priority security
                           interest in all of the assets of the Company, and is senior to or pari passu with, all other obligations of the Company, subject to certain
                           conditions. The Holder is entitled to convert all or any amount of
                           the principal face amount of the debenture then outstanding into
                           shares of common stock of the Company at the conversion price of
                           $0.0125 per share, subject to adjustment and does not require
                           bifurcation.
                        
                        
                        102,000
                        
                        
                        -Total Notes Payable:
                        
                        $
                        687,862
                        
                        $
                        1,245,052 The following is a schedule of future minimum loan payments:  Twelve months ending March 31,
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           Amount2011
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           $
                           687,8622012
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           -2013
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           -2014
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           -2015
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           -Thereafter
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           -Total
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           $
                           687,862 As of March 31, 2010, the Company's entire notes payable is secured
                  by a first security interest in all of the assets of the Company. The
                  Company determines the existence of a beneficial conversion feature
                  of its convertible debt under the guidance of ASC Topic 470 by
                  assessing the intrinsic value of such conversion feature at the time
                  of issuance. For each of the convertible debt instruments set out
                  above, the fair value of the stock on the date of issue was either
                  the same or less than the conversion price, and so there was no value
                  attributable to any beneficial conversion feature. 7.   EQUITY Certain Equity Transactions As prescribed in a previous agreement, in consideration for services
                  provided to the Board of Directors, the Company issued 800,000 shares
                  of its common stock to Steven Girgenti on February 23, 2010. On January 11, 2010, in accordance with the terms prescribed in
                  debentures totaling $803,690, the Company issued 64,295,200 common
                  shares to automatically convert said debentures at the rate of
                  $0.0125 per share. In accordance with the previously filed Certificate of Designation,
                  the Company has sold 140,000 shares of Series B Preferred Stock
                  during the current fiscal year for an aggregate amount of $140,000.
                  These shares yield dividends of 8% per annum, payable in cash or
                  stock at the Company's sole discretion. Series B Preferred Stock can
                  be converted into the Company's
 15


Common Stock at a multiple of 80 common shares per Series B share at
                  the holder's discretion, or can be redeemed by the Company using the
                  equivalent multiple after the issue's one year anniversary. 8.   SHARE-BASED COMPENSATION The Company recognizes the cost of all share-based payments under the
                  relevant authoritative accounting guidance. Share-based payments
                  include any remuneration paid by the Company in shares of the
                  Company's common stock or financial instruments that grant the
                  recipient the right to acquire shares of the Company's common stock.
                  For share-based payments to employees, which consist only of awards
                  made under the stock option plan described below, the Company
                  accounts for the payments in accordance with the provisions of ASC
                  Topic 718, "Stock Compensation" (formerly referred to as SFAS No.
                  123(R)). Share-based payments to consultants, service providers and
                  other non-employees are accounted for under in accordance with ASC
                  Topic 718, ASC Topic 505, "Equity Payments to Non-Employees" or other
                  applicable authoritative guidance. Stock Option Plan The Company has adopted the Vycor Medical, Inc Employee, Director,
                  and Consultant Stock Plan as of February 13, 2008, that includes both
                  incentive stock options and nonqualified stock options to be granted
                  to employees, officers, and consultants, independent contractors,
                  directors and affiliates of the Company.   The board of directors
                  establishes the terms and conditions of all stock options grants,
                  subject to the Plan and applicable provisions of the Internal Revenue
                  Code.  Incentive stock options must be granted at an exercise price
                  not less than the fair market value of the common stock on the grant
                  date.  The options granted to participants owning more than 10% of
                  the Company's outstanding voting stock must be granted at an exercise
                  price not less than 110% of the fair market value of the common stock
                  on the grant date.  The options expire on the date determined by the
                  board of directors, but may not extend mare than 10 years from the
                  grant date, while incentive stock options granted to participants
                  owning more than 10% of the Company's outstanding voting stock expire
                  five years from the grant date. The vesting period for employees is
                  generally over three years.  The vesting Period for nonemployees is
                  determined based on the services being provided. Under ASC Topic 718, the Company estimates the fair value of option
                  awards on the date of grant using an option pricing model. The grant
                  date fair value is recognized over the option vesting period, the
                  period during which an employee is required to provide service in
                  exchange for the award. No compensation cost is recognized for equity
                  instruments for which employees do not render the requisite service.
                  Under these standards, compensation cost for employee cost for
                  employee stock-based awards is based on the estimated grant-date fair
                  value and recognized over the vesting period of the applicable award
                  on a straight-line basis.  No employee stock options were granted for
                  the three months ended March 31, 2010 and 2009. Initial grants totaling 500,000 shares each were issued on February
                  13, 2008 to Kenneth T. Coviello, Chief Executive Officer and Heather
                  N. Vinas, President at an exercise price of $.135 per share.  The
                  options vest 33 1/3 % on each of the first, second, and third
                  anniversary of the grant and expire February 12, 2018. Accordingly,
                  for the three months ended March 31, 2010, the Company recognized
                  share-based compensation amounts of $28,920 and $28,920, for each of
                  the respective grants. The maximum number of shares of stock which maybe delivered under the
                  plan shall automatically increase by a number sufficient to cause the
                  number of shares covered by the plan to equal 10% of the total number
                  of shares of stock then outstanding on a fully diluted basis. Stock appreciation rights may be granted either on a stand alone
                  basis or in conjunction with all or part of any other stock options
                  granted under the plan.  As of March 31, 2010 there were no awards of
                  any stock appreciation rights. The Company from time to time issues common stock, stock options or
                  common stock warrants to acquire services or goods from
                  non-employees. Common stock, stock options and common stock warrants
                  issued to other than employees or directors are recorded on the basis
                  of their fair value, which is measured as of the "measurement date"
                  using an option pricing model. The "measurement date" for options and
                  warrants related to contracts that have substantial disincentives to
                  non-performance is the date of the contract, and for all other
                  contracts is the vesting date. Expense related to the options and
                  warrants is recognized on a straight-line basis over the shorter of
                  the period over which services are to be received or the life of the
                  option or warrant.
 16


Employment Agreements Amendment to Management Employment Agreements, Warrant Agreements On February 10, 2010, Kenneth T. Coviello, Chief Executive Officer
                  and Heather N. Vinas, President and Chairwoman executed amendments to
                  their existing employment agreements. Each agreed to a modification
                  of monthly compensation from $8,500 to $12,500, and further agreed to
                  forego a provision for potential cash bonus in excess of base
                  compensation. All other terms and conditions of the existing
                  agreements remain in full force. Concurrent with this amendment,
                  Coviello and Vinas each executed amendments to their existing
                  warrants to purchase common stock. These amendments reduce the total
                  number of shares subject to purchase from 80,631,353 to 48,540,708
                  for each officer. All other terms and conditions of these agreements
                  remain in full force. Consulting Agreements Fountainhead Consulting Agreement On February 10, 2010, the Company entered into a Consulting Agreement
                  with Fountainhead Capital Management Limited ("Fountainhead")
                  pursuant to which Fountainhead will provide a number of services to
                  the Company. These services include, but are not limited to, certain
                  strategic advisory services, certain financial services, identifying
                  and evaluating potential investors and or potential merger and
                  acquisition candidates for the Company, and other advisory services. The term of the Consulting Agreement is two years. In consideration
                  for the above, Fountainhead will be paid a monthly retainer of $8,500
                  plus reasonable out-of-pocket expenses, which shall be accrued and
                  paid (at the option of Fountainhead) in cash (following Vycor
                  completing an additional funding of at least $1.5 million) or in
                  Company stock valued at $0.0125 per share. In addition, upon
                  execution of the Consulting Agreement, the Company shall issue to
                  Fountainhead warrants to purchase 39,063,670 shares of the Company's
                  Common Stock, at a price of $0.0125 per share and is obligated to
                  issue to Fountainhead warrants to purchase an additional 39,063,670
                  shares of the Company's Common Stock, at a price of $0.0125 per share
                  should new funding totaling $3 million in aggregate in Common Stock
                  of Vycor or in securities convertible into Common Stock of Vycor at a
                  price of no less than $0.0125 per share of Common Stock be closed
                  during the term of the Consulting Agreement. All warrants are
                  exercisable over a five-year term. Vycor has the right to terminate
                  this agreement one year commencing with the date of this Agreement if
                  the funding (as defined above) has not occurred by that date. Media Relations Consulting Agreement On February 17, 2010, the Company executed an agreement with Market
                  Media Connect, LLC, ("MMC"), whereby MMC will act as a media
                  relations consultant for the Company. The term of the agreement is
                  six months, cancellable by either party upon 30 days notice.
                  Compensation calls for a monthly retainer of $5,000 and reimbursement
                  for certain out of pocket expenses. Sales, Marketing, and Investor Relations Consulting Agreement On March 9, 2010, the Company entered into an agreement with Joe
                  Simone for consulting services relating to identifying sales and
                  marketing opportunities, increase investor awareness of the Company,
                  identify potential new investors who might have an interest in
                  investing in the Company, and other activities in the furtherance of
                  the above. The term of the agreement is one year, cancellable by the
                  Company upon the providing on notice. In consideration of the above,
                  the Company has issued 750,000 shares of its Common Stock. In
                  addition, at the Company's sole and absolute discretion, based on its
                  assessment of Consultant's performance for the preceding month, may
                  issue warrants to Consultant to purchase up to 250,000 shares of the
                  Company's Common Stock at an exercise price based on the greater
                  of (a) the per share price of the Company's most recent capital raise
                  or (b) $0.0125 per share. All Warrants shall be exercisable for a
                  period of two years from their date of issuance. Outstanding Rights, Options, and Warrants The details of the outstanding rights, options and warrants and value
                  of such rights, options and warrants are as follows: STOCK WARRANTS:
 17


Number of shares
                           
                           
                           Weighted averageexercise price per shareOutstanding at January 1, 2007
                           
                           
                           4,144,300
                           
                           
                           0.43Granted
                           
                           
                           1,143,408
                           
                           
                           0.32Exercised
                           
                           
                           -
                           
                           
                           -Cancelled or expired
                           
                           
                           -
                           
                           
                           -Outstanding at December 31, 2007
                           
                           
                           5,287,708
                           
                           
                           0.41Granted
                           
                           
                           1,365,788
                           
                           
                           0.31Exercised
                           
                           
                           -
                           
                           
                           -Cancelled or expired
                           
                           
                           (192,576
                           )
                           
                           0.24Outstanding at December 31, 2008
                           
                           
                           6,460,920
                           
                           $
                           0.39Granted
                           
                           
                           32,900,132
                           
                           
                           0.01Exercised
                           
                           
                           -
                           
                           
                           -Cancelled or expired
                           
                           
                           (3,867,878
                           )
                           
                           0.40Outstanding at December 31, 2009
                           
                           
                           35,493,174
                           
                           $
                           0.03Granted
                           
                           
                           39,063,670
                           
                           
                           0.01Exercised
                           
                           
                           -
                           
                           
                           -Cancelled or expired
                           
                           
                           (192,576
                           )
                           
                           0.14Outstanding at March 31, 2010
                           
                           
                           74,364,268
                           
                           $
                           0.02STOCK OPTIONS:Outstanding at January 1, 2007
                           
                           
                           -
                           
                           
                           -Granted
                           
                           
                           -
                           
                           
                           -Exercised
                           
                           
                           -
                           
                           
                           -Cancelled or expired
                           
                           
                           -
                           
                           
                           -Outstanding at December 31, 2007
                           
                           
                           -
                           
                           
                           -Granted
                           
                           
                           1,050,000
                           
                           
                           0.14Exercised
                           
                           
                           -
                           
                           
                           -Cancelled or expired
                           
                           
                           -
                           
                           
                           -Outstanding at December 31, 2008
                           
                           
                           1,050,000
                           
                           $
                           0.14Granted
                           
                           
                           -
                           
                           
                           -Exercised
                           
                           
                           -
                           
                           
                           -Cancelled or expired
                           
                           
                           (50,000
                           )
                           
                           0.14Outstanding at December 31, 2009
                           
                           
                           1,000,000
                           
                           $
                           0.14Granted
                           
                           
                           -
                           
                           
                           -Exercised
                           
                           
                           -
                           
                           
                           -Cancelled or expired
                           
                           
                           -
                           
                           
                           -Outstanding at March 31, 2010
                           
                           
                           1,000,000
                           
                           $
                           0.14 The weighted-average remaining contractual life of outstanding
                  warrants and options is 4.71 and 7.88 years, respectively. Non-Employee Stock Based Compensation
 18


Under the terms of a consulting agreement dated February 2010, the
                  Company issued warrants to Fountainhead Capital Management to
                  purchase up to 39,063,670 shares of the Company's common stock at
                  $0.0125 per share. The warrants are valid from February 10, 2010 for
                  a period of five years. This warrant was fair valued under the
                  Black-Scholes Model and amortized over the two-year life of the
                  consultancy agreement. For the three months ended March 31, 2010,
                  $24,377 was recognized as share-based compensation in connection with
                  this agreement. Under the terms of a twelve month sales and marketing consulting
                  agreement dated March 2010, the Company issued 750,000 shares of its
                  Common Stock to Joe Simone, valued at $9,375. For the three months
                  ended March 31, 2011, $573 was recognized as share-based compensation
                  in connection with this agreement. During the three months ended March 30, 2010, the Company issued
                  400,000 shares of common stock to Steven Girgenti for services
                  rendered to the board of directors. For the three months ended March
                  30, 2010, $5,000 was recognized as share-based compensation for the
                  issuance of these shares Stock-based compensation expense charged to operations on employee
                  options and on stock and warrants granted to the above non-employees
                  for the three months ended March 31, 2010 is $87,790.As of March 31,
                  2010, there was approximately $402,209 of total unrecognized
                  compensation costs related to non-vested stock option awards and
                  common stock and warrants granted under service agreements which are
                  expected to be recognized over a weighted average period of
                  approximately 1.70 years. Stock-based compensation expenses related to employee options and
                  warrants granted to non-employees are recognized as the stock options
                  and warrants are earned. The fair value of the stock options or
                  warrants granted is estimated at the grant date, using the
                  Black-Scholes option pricing model, and the expense is recognized on
                  a straight-line basis over the shorter of the period over which
                  services are to be received or the life of the option or
                  warrant.  The grant date fair value of employee share options and
                  similar instruments is estimated using the Black-Scholes option
                  pricing model on the basis of the fair value of the underlying common
                  stock on the measurement date, adjusted for the unique
                  characteristics of those equity instruments, using the assumptions
                  noted in the table below. The fair value of the common stock is
                  determined by the then-prevailing private placement purchase price.
                  Expected volatility was based on the historical volatility of a peer
                  group of publicly traded companies. The expected term of options and
                  warrants was based upon the life of the option, and the risk-free
                  rate used was based on the U.S. Treasury Constant Maturity rate. The following assumptions were used in calculations of the
                  Black-Scholes option pricing model in the periods ended March 31,
                  2010 and 2009:  Three months ended March 31,2010
                           
                           
                           2009Risk-free interest rates
                           
                           
                           2.39%
                           
                           
                           4-5%Expected life
                           
                           
                           3 years
                           
                           
                           3 yearsExpected dividends
                           
                           
                           0%
                           
                           
                           0%Expected volatility
                           
                           
                           96%
                           
                           
                           99%Vycor Common Stock fair value
                           
                           
                           $0.0125
                           
                           
                           $0.19 Total stock-based compensation expense charged to operations for
                  options, stock and warrants granted to the above employees and
                  non-employees for the three months ended March 31, 2010 is $87,790. 9. INCOME TAXES The Company has incurred net operating losses since inception. The
                  Company has not reflected any benefit of such net operating loss
                  carry forward in the financial statements. Prior to August 15, 2007
                  the Company was a limited liability company and losses were flowed
                  through to the individual members, therefore the Company only has
                  potential tax benefits from the date it became a 'C' corporation. In assessing the realization of deferred tax assets, management
                  considers whether it is more likely than not that some portion or all
                  of the deferred tax assets will not be realized. The ultimate
                  realization of deferred tax assets is dependent upon the generation
                  of future taxable income. Based on the level of historical taxable losses and projections of
                  future taxable income (losses) over the periods in which the deferred
                  tax assets can be realized, management currently believes that it is
                  more likely than not that the Company will not realize the benefits
                  of these deductible differences. Accordingly, the Company has
                  provided a valuation allowance against the gross deferred tax assets
                  as follows:
 19


March 31, 2010
                           
                           
                           December 31, 2009Gross deferred tax assets
                           
                           
                           1,141,000
                           
                           
                           1,032,500Valuation allowance
                           
                           
                           (1,141,000
                           )
                           
                           (1,032,500
                           )Net deferred tax asset
                           
                           
                           -
                           
                           
                           - As of March 31, 2010 and December 31, 2009, the Company has U.S.
                  federal net operating loss carryforwards of approximately $3,260,000
                  and $2,950,000, respectively. The federal net operating loss
                  carryforwards expire in the tax years 2027 through 2030. Federal tax laws impose significant restrictions on the utilization
                  of net operating loss carryforwards and research and development
                  credits in the event of a change in ownership of the Company, as
                  defined by the Internal Revenue Code Section 382. The Company's net
                  operating loss carryforwards and research and development credits may
                  be subject to the above limitations. The relevant FASB standard resulted in no adjustments to the
                  Company's liability for unrecognized tax benefits. As of both the
                  date of adoption and as of March 31, 2010 there were no
                  unrecognizable tax benefits. Accordingly, a tabular reconciliation
                  from beginning to ending periods is not provided. The Company will
                  classify any future interest and penalties as a component of income
                  tax expense if incurred. To date, there have been no interest or
                  penalties charged or accrued in relation to unrecognized tax
                  benefits. The Company is subject to federal and state examinations
                  for the year 2006 forward. There are no tax examinations currently
                  in progress. 10. COMMITMENTS AND CONTINGENCIES Lease The Company executed a lease agreement for administrative office
                  space at its current location at 80 Orville Drive, Bohemia, New York.
                  The lease term is nine months ending October 31, 2010. Payments under
                  this lease include fixed amounts for occupancy, plus additional
                  charges for common area, phone equipment, phone usage, secure
                  inventory storage area, office services, and other consumables.
                  Rental expense for the three months ended March 31, 2010 and 2009
                  were $7,751 and $7,653, respectively. 11. SUBSEQUENT EVENTS Fountainhead Operating Funds Advances In accordance with the Recapitalization agreement, Fountainhead has
                  advanced the Company operating funds on various dates. From April 1,
                  2010 to date, the Company has received $45,000 in funds, and has
                  issued convertible debentures in like amounts. These debentures bear
                  an interest rate of 6% per annum, are due August 31, 2010, and are
                  convertible into shares of the Company's Common Stock at the rate of
                  $0.0125 per share at the Holder's option. Common Stock Subscriptions From April 13, 2010 through May 10, 2010, the Company accepted
                  Subscription Agreements from eleven subscribers for the purchase of
                  its Common Stock. In accordance with these Agreements, 49,966,665
                  shares were purchased at $0.015 per share, totaling $749,500.
                  Approximately $72,000 of reimbursable out-of-pocket costs were
                  incurred by consultants in furtherance of these transactions. While
                  some of the proceeds have been disbursed to the Company, the majority
                  remain in a Trust Account subject to the issuance of share
                  certificates. Form S-8 Registration Statement On April 14, 2010, by action by written consent of the Board of
                  Directors, the Company adopted the 2010 Professional/Consultant Stock
                  Compensation Plan. Further, a Form S-8 Registration Statement was
                  filed with the Securities and Exchange Commission on April 16, 2010,
                  registering 934,986 shares for the Plan's use. It was further
                  resolved that these shares be issued to Gregory Sichenzia for
                  services provided to the Company by Sichenzia Ross Friedman Ference
                  LLP, valued at $14,025. The Company issued said shares on April 20,
                  2010.
 20


Stock issuance - Simone On April 14, 2010, the Company issued 750,000 shares of its Common
                  Stock to Joe Simone, in accordance with a previously executed
                  consulting agreement. This agreement, calls for Mr. Simone to provide
                  services relating to identifying sales and marketing opportunities,
                  increase investor awareness of the Company, identify potential new
                  investors who might have an interest in investing in the Company, and
                  other activities in the furtherance of the above. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS. Forward Looking Statements This Form 10-Q contains some forward-looking statements.
                  Forward-looking statements give our current expectations or forecasts
                  of future events. You can identify these statements by the fact that
                  they do not relate strictly to historical or current facts.
                  Forward-looking statements involve risks and uncertainties.
                  Forward-looking statements include statements regarding, among other
                  things, (a) our projected sales, profitability, and cash flows, (b)
                  our growth strategies, (c) anticipated trends in our industries, (d)
                  our future financing plans and (e) our anticipated needs for working
                  capital. They are generally identifiable by use of the words "may,"
                  "will," "should," "anticipate," "estimate," "plans," "potential,"
                  "projects," "continuing," "ongoing," "expects," "management
                  believes," "we believe," "we intend" or the negative of these words
                  or other variations on these words or comparable terminology. These
                  statements may be found under "Management's Discussion and Analysis
                  of Financial Condition and Results of Operations" and "Description of
                  Business," as well as in this Form 10-Q generally. In particular,
                  these include statements relating to future actions, prospective
                  products or product approvals, future performance or results of
                  current and anticipated products, sales efforts, expenses, the
                  outcome of contingencies such as legal proceedings, and financial
                  results. Any or all of our forward-looking statements in this report may turn
                  out to be inaccurate. They can be affected by inaccurate assumptions
                  we might make or by known or unknown risks or uncertainties.
                  Consequently, no forward-looking statement can be guaranteed. Actual
                  future results may vary materially as a result of various factors,
                  including, without limitation, the risks outlined under "Risk
                  Factors" and matters described in this Form 10-Q generally. In light
                  of these risks and uncertainties, there can be no assurance that the
                  forward-looking statements contained in this filing will in fact
                  occur. You should not place undue reliance on these forward-looking
                  statements. The forward-looking statements speak only as of the date on which
                  they are made, and, except to the extent required by federal
                  securities laws, we undertake no obligation to publicly update any
                  forward-looking statements, whether as the result of new information,
                  future events, or otherwise. Restatement With this amendment to our Quarterly Report on Form 10-Q, we have
                  restated the following previously filed consolidated financial
                  statements, data and related disclosures: (1) our unaudited consolidated financial statements as of and for the
                  periods ended March 31, 2010 and March 31, 2009 and the notes thereto
                  contained in Part I, Item 1 of this Amendment (including our audited
                  balance sheet for the period ended December 31, 2009 included in such
                  financial statements); (2) management's discussion and analysis of financial condition and
                  results of operations as of and for the quarters ended March 31, 2010
                  and 2009 contained in Part I, Item 2 of this Amendment. The Restatement results from our management's determination
                  subsequent to the issuance of our financial statements for the
                  quarter ended March 31, 2010 that we had not properly accounted for
                  warrants issued in connection with certain service agreements and for
                  the beneficial conversion feature of certain convertible debentures.
                  Specifically, management, following discussions with the Company's
                  independent registered public accounting firm, determined that the
                  Company had previously not recognized the fair value of warrants
                  issued in connection with certain consulting or other service
                  agreements at the measurement date, and had previously recognized the
                  expense ratably over the life of the warrant. The Company's
                  management further determined that the proper accounting, following
                  the guidance in ASC Topic 505, is to record the fair value of these
                  warrants as a prepaid expense on the date of issuance, and recognize
                  the expense ratably over the life of the underlying service
                  agreement. In addition, the Company had, since December 2009, been
                  determining the existence of a beneficial conversion feature of
                  convertible debt based on the fair value of the conversion feature on
                  the date of issuance, rather than using the intrinsic value of the
                  conversion feature on the date of issuance, as required under ASC
                  Topic 470.
 21


The following discussion and analysis of our financial condition and
                  results of operations incorporates the restated amounts. For this
                  reason the data set forth in this section may not be comparable to
                  discussions and data in our previously filed Quarterly Report. Organizational History We were formed as a limited liability company under the laws of the
                  State of New York on June 17, 2005 as "Vycor Medical LLC". On
                  November 14, 2007, we converted into a Delaware corporation and
                  changed our name to "Vycor Medical, Inc." ("Delaware Corporation").
                  Our sole reason for conversion to the Delaware Corporation was to
                  facilitate the raising of additional capital, as prospective
                  investors had expressed resistance to investing in the Company as the
                  NY LLC. At November 14, 2007, we had approximately 1,122 membership
                  units of the NY LLC issued and outstanding. The managing members of
                  the NY LLC determined, in their reasonable business judgment, that
                  such units, in the aggregate, should convert to an aggregate of
                  17,999,999 shares of common stock of the Delaware Corporation. On
                  this basis, we adopted a conversion ratio of 16,048 shares of common
                  stock of the Delaware Corporation for each former unit of the NY LLC.
                  Likewise, all conversion rights, options, warrants and any other
                  rights to acquire units of the NY LLC (including but not limited to
                  units issuable pursuant to the terms of the Fountainhead Bridge Loan
                  Debenture, Fountainhead Warrant to purchase 50.22 units of the NY
                  LLC, the Company's Option Agreement with Fountainhead dated December
                  14, 2006), were converted to conversion rights, options, warrants and
                  rights to acquire common shares of the Delaware Corporation, based on
                  the same conversion ratio. The action authorizing the conversion was
                  adopted by the unanimous consent of the Managing Members of the NY
                  LLC pursuant to the terms of the NY LLC Operating Agreement. Overview of Business Vycor Medical Inc. is a medical device company headquartered in
                  Bohemia, NY that designs, develops and markets medical devices for
                  use in neurosurgery. The company is ISO 13485:2003 compliant, has
                  U.S. FDA 510(k) clearance for brain and spine surgeries, CE Marking
                  for Europe and Canadian HPB licensing for sale in Canada of its brain
                  retractors. The Company has developed its first product, the ViewSite
                  Brain Access System (VBAS), a next generation brain retractor system.
                  This is now commercialized and revenue generating. The VBAS addresses
                  a market that has not changed materially in over 80 years in contrast
                  to development in surgical technologies. The second product in our pipeline is the Cervical Access System,
                  which, pending receipt of additional funding, requires further
                  prototyping and successful market testing and commercialization
                  launch. We are uncertain that this product will ever reach the
                  commercialization stage. Like the Brain Access System, this product
                  is designed to assist the surgeon in cervical surgeries, allowing the
                  surgeon to gain access to the anterior cervical surgery site. We have received FDA 510(k) clearance for our products. Section
                  510(k) of the United States Food, Drug and Cosmetic Act requires
                  medical device manufacturers to register with the U.S. Food and Drug
                  Administration of their intent to market a medical device at least 90
                  days in advance. The 510(k) submission allows the U.S. Food and Drug
                  Administration to determine whether a device is generally equivalent
                  to similar one already on the market. With the FDA 510(k) clearance,
                  we are authorized to take our products to market in the U.S. without
                  further approvals. Our Products Viewsite Brain Access System (VBAS) The VBAS series is used by neurosurgeons to access the surgical site
                  in the brain. This is done by inserting the VBAS into the brain
                  tissue and then removing the VBAS introducer, leaving the remaining
                  hollow working channel in place to provide the surgeon with access to
                  the precise location desired for surgery. The VBAS is available in multiple sizes and is a single-use product.
                  We intend to add additional models in the future. We believe our Brain Access System offers several advantages over the
                  brain retractor systems, commonly known as ribbon or blade retractors
                  that are metallic. When designing the products, we felt that if we
                  can incorporate certain features into our products, the surgeon
                  reaction and acceptance would be favorable. We attempted to
                  incorporate the following features: Gently separate delicate tissue by utilizing a tapered forward edge; Minimize venous pressure caused by in the brain; Reduce "target shift" to allow the surgeon to reach the site accurately; Minimize healthy tissue damage while reaching the target site;
 22


 Allow for accurate
neuronavigational image guidance systems ("IGS") performance;   Integrate in due
course with the leading surgical IGS systems such as Medtronic® and BrainLab®;Stryker and GE   Improve surgical outcomes (reducing potential surgeon and hospital liability),
for example, decreased insertion tissue trauma, less need for readjustment during surgery and minimum interface surface pressures;   Reduce damage to healthy brain tissue potentially leading
to shorter post-op recovery and reduced hospital stay   To allow direct surgical visualization of brain tissue via
optically transparent construction
 The extent to which we are successful in achieving the above
                  objectives will be judged by the acceptance of the devices in
                  the market. The Brain Access System products have the potential to significantly
                  reduce brain tissue trauma resulting from the currently used
                  retractors and standard access procedures. First, the unique design
                  of the product minimizes the size of the brain entry access necessary
                  for surgical procedures, and in turn the amount of brain tissue
                  exposed. For instance, a brain procedure involving the removal of a
                  7cm cystic astrocyctoma would result in an access site (corticotomy)
                  of approximately 20mm. However, the same procedure that was performed
                  utilizing the Company's Brain Access System product required a
                  corticotomy of only 2mm. Because our products are relatively new to the market, there is no
                  guarantee that any of the abovementioned features would prove
                  effective and be useful by the end user. Product shortcomings Our products have a few shortcomings:  As compared to existing blade retractors our device
diameter is fixed as opposed to variable which might give the surgeon less flexibility once he is at the desired location.   The diameters and lengths of our devices are set to
specific measurements, which may limit the surgeon to these specific sizes.   Depending on the case, usage of a disposable product
may be viewed as more costly and may not be accepted by our potential end users.
 IGS Opportunity for the Brain Access System The VBAS product has the potential to improve surgical use of IGS
                  (Image Guidance Systems) employed in many surgeries, by addressing
                  two substantial IGS-related problems of target shifting and the lack
                  of real-time retractor positioning data during procedures:  Target Shifting The normal surgical procedure utilizing standard retractors in brain
                  surgery require pulling away the healthy tissue to expose the
                  targeted region of the brain located underneath. However, in many
                  cases, the amount of pulling required causes the targeted area to
                  shift away from what is shown on the IGS system. This target shifting
                  then requires the surgeon to cause possible additional trauma to
                  healthy tissue and spend additional time as the shifted target area
                  is located and the retractor is repositioned. The VBAS system is
                  designed to minimize or eliminate target shift, as the elliptical
                  shape of the product distributes relatively uniform pressure on the
                  surrounding brain tissue.  Real-Time Retractor Positioning Data Current retractor technology (commonly known as ribbon or blade
                  retractors) is not well integrated with IGS systems. During
                  insertion, the surgeon typically does not have real-time data to
                  allow visualization of retractor insertion on the IGS monitor. The
                  VBAS product line has the potential to adapt to IGS systems, such
                  that the use of a Brain Access System unit will allow the surgeon to
                  see on the surgical monitor, exactly where the retractor is in
                  relation to critical brain structures and underlying pathologies.
                  With the IGS enabled unit, the tip of the introducer is literally the
                  "pointer" on the IGS system. Brain Access System Product Models  TC-VBAS
 23


The series consists of twelve disposable products, offered in four
                  different port diameters of 17mm and 21mm, 12mm and 28 mm and a
                  choice of three lengths for each of 3, 5, and 7cm. Cervical Access Products Subject to the raising of additional capital (which cannot be
                  guaranteed), the Company will continue its preliminary work to design
                  Cervical Access System products which would be used by the surgeon to
                  access the anterior cervical surgical site (the uppermost vertebrae
                  located in the neck). While the Company has filed certain
                  intellectual property applications with respect to this technology,
                  such development is in an early stage. We plan to design the Cervical Access System to:  reduce the possibility of surrounding anatomic tissue
damage, which include the trachea, esophagus, carotid artery, recurrent laryngeal and sympathetic nerve;   minimize skin disruption with the utilization of
tapered outward edges;   eliminate retractor induced electrocautery burn injuries
because it is made with surgical grade plastic materials;   enable stable fixation (directly to the spinal column)
in order to avoid accidental displacement and surrounding "tissue creep"; and   allows for direct visualization of underlying anatomic
structures using optically clear plastic.
 Because the Cervical Access System products have not yet been brought
                  to market, there is no guarantee that any of the abovementioned
                  features would prove effective and even so, be welcomed by the end
                  user. Further research and development is needed for a market-ready
                  product. New Products Brain Retractors Subject to the availability of additional financing, the Company's
                  future plans include developing additional Brain Access System
                  retractors. Our goals would be to eventually include retractor lines
                  that are designed for the requirements of specific surgical
                  applications such as aneurisms, tumors and endoscopic work. Additional Applications of Brain Access System and Cervical Access
                        System Technology We believe that our Brain Access System and Cervical Access System
                  technology can be adapted to advance retractor systems for use in
                  other areas of the body. We believe that the key cross-applicable
                  benefits of our technology are:  Promotes minimally invasive procedures from smallest
possible entry incision   Uniform pressure distribution minimizes collateral
tissue damage due to stress points   Eliminates "tissue creep" into the surgical field   Reduces the number of materials in the surgical field
 Sales and Marketing We are implementing an educational and marketing strategy to promote
                  product and brand awareness in our target markets including clinical
                  papers and attending trade shows. Domestic Sales Strategy VBAS was launched in November 2008 with a strategy of driving sales
                  through leading neurosurgeons. In this regard, the Company has
                  targeted both the leading neurosurgeons and the leading neurosurgery
                  hospitals. The Company believes that out of the 4,500 neurosurgeons
                  in the US approximately 1,500 focus predominantly on craniotomies or
                  cranial procedures that could potentially benefit from the VBAS
                  product. Management believes that there are approximately 750-1,000
                  hospitals that represent the majority of its target market. We are currently using independent distributors who have existing
                  relationships with neurosurgeons and target hospitals.
 24


International Sales In Europe, the company has agreements with three exclusive
                  distributors who are also focused in neurosurgery. In China, Vycor
                  has entered into a distribution agreement, for its VBAS. The Company
                  has not yet received SFDA approval, which is required to sell and
                  market products in this country. Reference Hospitals Program The Company has developed a Reference Hospital Program to identify
                  centers of excellence and to provide neurosurgeons with evidence of
                  support for our products. Manufacturing We have executed agreements with Lacey Manufacturing Company of
                  Bridgeport, Connecticut ("Lacey") and C&J Industries, Meadville PA
                  ("C&J") to provide a full range of engineering, contract
                  manufacturing and logistical support for our products. Lacey and C&J are recognized leaders in the medical contract
                  manufacturing sector, providing vertically integrated full services.
                  They are U.S. Food and Drug Administration registered and meet ISO
                  standards and certifications. Lacey and C&J have shipped orders to
                  Vycor and have made production runs of all 12 sizes. Market The market for our Brain Access System product lines is the
                  neurosurgical community. The Company has analyzed and estimated the
                  market for its products from an analysis of available statistics,
                  discussion with surgeons, distributors and other market participants.
                  Vycor is currently focusing its attention for VBAS on the US, China
                  and Europe. Competition Competitive manufacturers of brain retractors include:  Cardinal Health (V. Mueller line)   Aesculap   Integra Life Science   Codman (Division of Johnson & Johnson)
 Cervical Access System competitors include Medtronic, Asculap/B.
                  Braun, Cardinal and Nuvasive, Cloward Instruments, among others. In
                  addition to the standard "blade retractors" distributed by the
                  aforementioned companies, Medtronic distributes the MetRx dilating
                  retractor system. In addition companies such as Endius and EBI have
                  announced cervical retractor systems. Customers The Company sells to regional distributors and hospitals. The Company
                  believes that its products currently are utilized in approximately 50
                  hospitals in the United States. In addition, in 2009 international
                  sales accounted for approximately 25% of revenues. Intellectual Property Patent Applications Below is a table setting out the status and particulars of our patent
                  applications:  Filing date
                           
                           
                           
                           
                           
                           Application No.
                           
                           
                           Country
                           
                           
                           
                           
                           
                           Title
                           
                           
                           
                           
                           
                           Status22-Jun-2005
                           
                           
                           
                           
                           
                           60/692,959
                           
                           
                           US  PROV
                           
                           
                           
                           
                           
                           Surgical Access Instruments For Use With Spinal Or Orthopedic Surgery (Cervical)
                           
                           
                           
                           
                           
                           Converted
 25


22-Jun-2006
                        
                        
                        
                        
                        
                        PCT/US06/24243
                        
                        
                        PCT
                        
                        
                        Surgical Access Instruments For Use With Spinal Or Orthopedic Surgery (Cervical)
                        
                        
                        
                        
                        
                        National Phase Completed27-Nov-2006
                        
                        
                        
                        
                        
                        PCT/US06/61246
                        
                        
                        PCT
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        
                        
                        
                        National Phase Completed22-Jun-2006
                        
                        
                        
                        
                        
                        2613323
                        
                        
                        Canada
                        
                        
                        Surgical Access Instruments for use with spinal or orthopedic surgery
                        
                        
                        
                        
                        
                        Pending  annuity due 6/22/1022-Jun-2006
                        
                        
                        
                        
                        
                        06785312.7
                        
                        
                        Europe
                        
                        
                        Surgical Access Instruments for use with spinal or orthopedic surgery
                        
                        
                        
                        
                        
                        Pending  annuity due 6/22/1022-Jun-2006
                        
                        
                        
                        
                        
                        299/KOLNP/2008
                        
                        
                        India
                        
                        
                        Surgical Access Instruments for use with spinal or orthopedic surgery
                        
                        
                        
                        
                        
                        Pending22-Jun-2006
                        
                        
                        
                        
                        
                        2008-518369
                        
                        
                        Japan
                        
                        
                        Surgical Access Instruments for use with spinal or orthopedic surgery
                        
                        
                        
                        
                        
                        Published20-Dec-2007
                        
                        
                        
                        
                        
                        11/993,280
                        
                        
                        US  UTIL
                        
                        
                        Surgical Access Instruments for use with spinal or orthopedic surgery
                        
                        
                        
                        
                        
                        Pending25-Jun-2008
                        
                        
                        
                        
                        
                        08107050.4
                        
                        
                        Hong Kong
                        
                        
                        Surgical Access Instruments for use with spinal or orthopedic surgery
                        
                        
                        
                        
                        
                        Pending18-Sep-2008
                        
                        
                        
                        
                        
                        61/098041
                        
                        
                        US  PROV
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        
                        
                        
                        Converted25-May-2009
                        
                        
                        
                        
                        
                        2670631
                        
                        
                        Canada
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        
                        
                        
                        Pending  annuity due 11/27/1026-May-2009
                        
                        
                        
                        
                        
                        06840022.5
                        
                        
                        Europe
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        
                        
                        
                        Pending  annuity due 11/30/1026-May-2009
                        
                        
                        
                        
                        
                        1977/KOLNP/2009
                        
                        
                        India
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        
                        
                        
                        Pending  exam due 11/27/1027-May-2009
                        
                        
                        
                        
                        
                        2009-539227
                        
                        
                        Japan
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        
                        
                        
                        Pending26-Jun-2009
                        
                        
                        
                        
                        
                        2009124446
                        
                        
                        Russia
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        
                        
                        
                        Pending27-Jul-2009
                        
                        
                        
                        
                        
                        200680056889.9
                        
                        
                        China
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        
                        
                        
                        Hong Kong due 6/30/1021-Aug-2009
                        
                        
                        
                        
                        
                        12/545686
                        
                        
                        US  CON
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        
                        
                        
                        Pending21-Aug-2009
                        
                        
                        
                        
                        
                        12/545719
                        
                        
                        US  CON
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                           (apparatus claims)
                        
                        
                        
                        
                        
                        Pending
 26


The inventor on the above-indicated patent applications was Dr. John
                  Mangiardi, who assigned the rights to the Sawmill Trust on September
                  17, 2005 under the terms of an assignment agreement between the
                  parties. The Sawmill Trust then, in turn, assigned the same rights to
                  the Company on September 17, 2005 pursuant to an assignment agreement
                  between the Sawmill Trust and the Company dated the same date. Trademarks VYCOR MEDICAL is a registered trademark, (registered 3,482,285 
                  8/5/2008) and VIEWSITE is pending registration as a trademark with
                  the United States Patent and Trademark Office. Insurance We presently have Directors' and Officers' Liability Insurance and
                  Product Liability insurance. Government Regulations We are committed to an integrated total quality management system. We
                  have completed the necessary procedures and are certified to the ISO
                  standards expected of medical device manufacturers as follows: ISO 13485:2003 Medical Devices - Quality Management Systems The certification of a quality management system to ISO 13485,
                  specifically for medical devices, is advantageous and often essential
                  for medical companies to export their products to the global market,
                  as well as maintain and enter into certain agreements and business
                  growth opportunities within the U.S. For example, Canada requires
                  that medical device manufacturers marketing their products in Canada
                  must have a quality system certified to ISO 13485:2003. The
                  certification is also required for placement of branded devices into
                  the European Union. In November 2009, we successfully passed our re-certification audit
                  through Intertek. Recertification audits are required every 3 years
                  while surveillance audits occur annually in between. We have the following certification/licensing. - Fully Quality Assurance System Directive 93/42/EEC for Medical
                  Devices, Annex II (3) - EC Design-Examination Certificate Directive 93/42/EEC for Medical
                  Devices, Annex II (4) - ISO 13485.2003 - HPB Licensing for Canada Continuing Regulatory Requirements Governmental regulation in the United States and other countries is a
                  significant factor affecting the research and development,
                  manufacture and marketing of medical devices, including our products.
                  In the United States, the FDA has broad authority under the Federal
                  Food, Drug and Cosmetic Act (the FD&C Act) to regulate the
                  development, distribution, manufacture, marketing and sale of medical
                  devices. Foreign sales of medical devices are subject to foreign
                  governmental regulation and restrictions that vary from country
                  to country. Medical devices intended for human use in the United States are
                  classified into one of three categories, depending upon the degree of
                  regulatory control to which they will be subject. Such devices are
                  classified by regulation into either Class I general controls, Class
                  II special standards or Class III pre-market approval (PMA),
                  depending upon the level of regulatory control required to provide
                  reasonable assurance of the safety and effectiveness of the device. Most Class I devices are exempt from pre-market notification (510(k))
                  or PMA. However Class I devices are subject to "general controls,"
                  including compliance with FDA manufacturing requirements (Quality
                  System Regulation (QSR), sometimes referred to as current good
                  manufacturing practices or CGMPs), adverse event reporting, labeling
                  and other requirements. Class II devices are subject to general
                  controls and to the pre-market notification requirements under
                  Section 510(k) of the FD&C Act. For a 510(k) to be cleared by the
                  FDA, the manufacturer must demonstrate to the FDA that a device is
                  substantially equivalent to another legally marketed device that was
                  either cleared through the 510(k) process or on the market prior to
                  1976. It generally takes four to twelve months from the date of
                  submission to obtain 510(k) clearance although it may take longer.
                  Class III is the most stringent regulatory category for devices.
                  Class III devices are those for which insufficient information exists
                  to assure safety and effectiveness solely through general or special
                  controls. Class III devices are usually those that support or sustain
                  human life, are of substantial importance in preventing impairment of
                  human health, or which present a potential,
 27


unreasonable risk of illness or injury. Class III devices also
                  include devices that are not substantially equivalent to other
                  legally marketed devices. To obtain approval to market a Class III
                  device, a manufacturer must obtain FDA approval of a PMA application.
                  The PMA process requires more data, including ordinarily data from
                  clinical studies testing the device in humans, takes longer and is
                  typically a significantly more complex and expensive process than the
                  510(k) procedure. Clinical studies of devices in humans is also
                  subject to regulation by the FDA. Testing must be conducted in
                  compliance with the investigational device exemption (IDE)
                  regulations. According to the US FDA, our products have been classified as Class
                  II products and cleared for marketing through the 510(k) process. We can provide no assurance that we will be able to maintain and
                  obtain clearances or approvals needed to introduce new products and
                  technologies. After a device is placed on the market, numerous
                  regulatory requirements apply. These include:  quality system regulation, which requires manufacturers
to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process;   labeling regulations, which prohibit the promotion of products for
unapproved or "off-label" uses and impose other restrictions on
labeling; and   medical device reporting regulations, which require that
manufacturers report to the FDA if their device may have caused or
contributed to a death or serious injury or malfunctioned in a way
that would likely cause or contribute to a death or serious injury if
it were to recur.
 Failure to comply with applicable regulatory requirements can result
                  in enforcement action by the FDA, which may include any of the
                  following sanctions:  fines, injunctions, and civil penalties;   recall or seizure of our products;   operating restrictions, partial suspension or total shutdown of production;   refusing a request for 510(k) clearance or premarket approval of new products;   withdrawing 510(k) clearance or premarket approvals that are already granted; and   criminal prosecution.
 Medical device laws are also in effect in many of the countries
                  outside of the United States in which we will do business. These laws
                  range from comprehensive device approval and quality system
                  requirements for some or all of our medical device products to simple
                  requests for product data or certifications. The number and scope of
                  these requirements are increasing. In June 1998, the European Union
                  Medical Device Directive became effective, and all medical devices
                  must meet the Medical Device Directive standards and receive CE mark
                  certification. CE mark certification involves a comprehensive Quality
                  System program, and submission of data on a product to the Notified
                  Body in Europe. We have obtained the CE marking approval to allow for distribution of
                  our VBAS products in Europe and have received our HPB licensing
                  approval for distribution in Canada. Health Care Regulatory Issues The health care industry is highly regulated and the regulatory
                  environment in which we operate may change significantly in the
                  future. In general, regulation of health care-related companies is
                  increasing. We anticipate that Congress and state legislatures will
                  continue to review and assess alternative health care delivery and
                  payment systems. We cannot predict what impact the adoption of any
                  federal or state health care reform measures may have on our business. We regularly monitor developments in statutes and regulations
                  relating to our business. We may be required to modify our
                  agreements, operations, marketing and expansion strategies from time
                  to time in response to changes in the statutory and regulatory
                  environment. We plan to structure all of our agreements, operations,
                  marketing and strategies in accordance with applicable law, although
                  we can provide no assurance that our arrangements will not be
                  challenged successfully or that required changes may not have a
                  material adverse effect on our business, financial condition, results
                  of operations and cash flows. We believe that the discussion above summarizes all of the material
                  health care regulatory requirements to which we currently are
                  subject. Complying with these regulatory requirements may involve
                  expense to us, delay in our operations and/or restructuring of our
                  business relationships. Violations could potentially result in the
                  imposition of civil and/or criminal penalties.
 28


Results of Operations Comparison of the Three Months Ended March 31, 2010 to the Three
                        Months Ended March 31, 2009 The following table presents the dollar amount changes from period
                  to period of the line-items included in our Statements of Operations
                  for the three months ended March 31, 2010 and 2009:  Three months ended:
                           
                           
                           2010
                           
                           
                           2009
                           
                           
                           Increase/(Decrease)Revenue:Sales
                           
                           $
                           64,285
                           
                           $
                           70,088
                           
                           $
                           (5,803
                           )Cost of Goods Sold
                           
                           
                           12,588
                           
                           
                           9,503
                           
                           
                           3,085Gross Profit
                           
                           
                           51,697
                           
                           
                           60,585
                           
                           
                           (8,888
                           )Operating expenses:Research and development
                           
                           
                           4,886
                           
                           
                           -
                           
                           
                           4,886General and administrative
                           
                           
                           375,825
                           
                           
                           341,965
                           
                           
                           33,860Operating loss
                           
                           
                           (329,014
                           )
                           
                           (281,380
                           )
                           
                           (47,634
                           )Interest Expense
                           
                           
                           12,605
                           
                           
                           138,754
                           
                           
                           (126,149
                           )Net loss
                           
                           $
                           (341,619
                           )
                           $
                           (420,134
                           )
                           $
                           78,515 Revenue: The company recorded revenue of $64,285 from the sale of our products
                  in the three months ended March 31, 2010 compared to $70,088 in the
                  three months ended March 31, 2009. This included sales of various
                  quantities of each of the twelve sizes of its Brain Access System
                  product to both domestic and international customers. Research and Development Expenses: Research and development expenses increased from $0 to $4,886 for the
                  three months ended March 31, 2010. General and Administrative Expenses: General and administrative expenses increased by $33,950 from
                  $341,965 for the three months ended March 31, 2009 to $375,915 for
                  the three months ended March 31, 2010. Interest Expense: The company recorded interest expense of $12,605 and $138,754 for the
                  three months ended March 31, 2010 and 2009, respectively. The
                  decrease in interest expense is attributable to a conversion of
                  debentures to equity. Liquidity and Capital Resources As of March 31, 2010, we had $53,261 cash, a working capital deficit
                  of $1,027,656 and an accumulated deficit of $5,240,960 through March
                  31, 2010. Our operating activities used $331,807 in cash for the
                  quarter period ended March 31, 2010. The Company is reliant on future funding in accordance with a
                  recapitalization agreement it signed with Fountainhead Capital
                  Management Limited. This agreement calls for the advancement to the
                  Company of monthly operating proceeds through August 2010 subject to
                  the Company meeting certain financial benchmarks. The Company
                  believes it would not have enough cash to meet its various cash needs
                  without this funding, and could not meet its obligations beyond
                  August 2010 unless the Company is able to obtain additional cash from
                  the issuance of debt or equity securities. There is no assurance that
                  additional funds from the issuance of equity will be available for
                  the Company to finance its operations on acceptable terms. If
                  adequate funds are not available, the Company may have to delay
                  development or commercialization of products or technologies that the
                  Company would otherwise seek to commercialize, or cease operations.
                  These conditions 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. We believe that the level of financial resources is a significant
                  factor for our future development, and accordingly we may choose at
                  any time to raise capital through private debt or equity financing to
                  strengthen our financial position, facilitate growth
 29


and provide us with additional flexibility to take advantage of
                  business opportunities. There is no guarantee that any offering will
                  be completed, and if completed, the specific terms and conditions. We
                  do not have immediate plans to have a public offering of our common
                  stock and there is no guarantee that any such offering would be
                  successful or be completed on terms which are beneficial to
                  the Company. Going Concern Our independent auditors have added an explanatory paragraph to their
                  audit issued in connection with the financial statements for the
                  period ended December 31, 2009, relative to our ability to continue
                  as a going concern. This means that there is substantial doubt that
                  the company can continue as an ongoing business for the next 12
                  months. The financial statements do not include any adjustments that
                  might result from the uncertainty about our ability to continue our
                  business. The company has incurred losses since inception, including
                  net losses of $1,164,036 for the year ended December 31, 2009 and
                  $341,619 for the three months ended March 31, 2010, and expects to
                  incur substantial additional losses, including additional development
                  costs, costs related to clinical trials and manufacturing expenses.
                  The company has incurred negative cash flows from operations since
                  inception. As of March 31, 2010 and December 31, 2009, the company
                  had stockholders' deficiencies of $217,839 and $1,245,940,
                  respectively, and cash and cash equivalents balance of $53,261 and
                  $12,771 at March 31, 2010 and December 31, 2009, respectively. Since
                  there is no record of profitable operations, there is high a
                  possibility that you may suffer a complete loss of your investment.
                  Because our auditors have issued a going concern opinion, there is
                  substantial uncertainty we will continue operations in which case you
                  could lose your investment. In these circumstances the Company
                  believes it may not have enough cash to meet ongoing cash needs
                  unless the Company is able to obtain additional cash from the
                  issuance of debt or equity securities. There is no assurance that
                  additional funds from the issuance of equity will be available for
                  the Company to finance its operations on acceptable terms. These
                  conditions 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. Recently Issued Accounting Pronouncements The Company has adopted all recently issued accounting
                  pronouncements. The adoption of the accounting pronouncements,
                  including those not yet effective, is not anticipated to have a
                  material effect on the financial position or results of operations of
                  the Company. Critical Accounting Policies and Estimates Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with accounting
                  principles generally accepted in the United States ("GAAP") requires
                  management to make estimates and assumptions that affect the amounts
                  reported in the financial statements and accompanying notes.
                  Currently, the Company estimates depreciation, amortization of
                  intangible assets, and the fair values of options and warrants. The most critical estimates that impact the financial position and
                  results of operation of the company have to do with the methodologies
                  and assumptions used in determining the fair value of various debt
                  estimates. These include assumptions associated with warrants,
                  options and stock issued in conjunction with such debt. Additionally,
                  the Black-Scholes option pricing model and its related assumptions of
                  volatility, risk free interest, stock price also significantly
                  impacted share based compensation and the results of operations. Research and Development The Company expenses all research and development costs as incurred.
                  For the three months ended March 31, 2010 and 2009, the amounts
                  charged to research and development expenses were $4,886 and $0,
                  respectively. Cash and cash equivalents The Company considers all highly liquid debt investments with
                  original maturities of six months or less when purchased to be cash
                  equivalents. The carrying amounts approximate fair market value
                  because of the short maturity. The Company maintains cash balances at
                  various financial institutions. Accounts at each institution are
                  insured by the Federal Deposit Insurance Corporation up to $250,000.
                  The Company's accounts at these institutions may, at times, exceed
                  the federally insured limits. The Company has not experienced any
                  losses in such accounts.
 30


Fair Values of Financial Instruments At March 31, 2010 and 2009, fair values of cash and cash equivalents,
                  accounts payable, convertible promissory notes, and options and
                  warrants approximate their carrying amount due to the short period of
                  time to maturity and various fair value model calculations. Property and equipment The Company records property and equipment at cost and calculates
                  depreciation using the straight-line method over the estimated useful
                  life of the assets, which is estimated to be between three and
                  ten years. Income taxes The Company accounts for income taxes in accordance with SFAS 109, Accounting for Income Taxes. This statement prescribes the use of the liability method whereby
                  deferred tax assets and liability account balances are determined
                  based on differences between financial reporting and tax bases of
                  assets and liabilities and are measured using the enacted tax rates
                  and laws that will be in effect when the differences are expected to
                  reverse. The Company provides a valuation allowance, if necessary, to
                  reduce deferred tax assets to their estimated realizable value. Patents The Company capitalizes legal and related costs associated with the
                  establishment of patents for its products. Costs associated with the
                  development of the patented item or process are charged to research
                  and development costs as incurred. The costs associated with the
                  establishment of the patents are amortized over the life of
                  the patent. The Company reviews existing patents as well as those in the approval
                  process for impairment on an annual basis using a present value, cash
                  flow method pursuant to Statement of Financial Accounting Standards
                  142, Goodwill and Other Intangible Assets. Since the Company's
                  patents are either very new or still in the process of approval, the
                  Company does not believe that any impairment of these amounts exists. Revenue Recognition The Company records revenue at the time, pursuant to Staff Accounting
                  Bulletin Topic 13(a), that a completed contract for the sale exists,
                  title transfers to the buyer and the product is invoiced and shipped
                  to the customer. The Company intends to sell a surgical access system
                  which has already cleared the U.S. FDA 510(k) review process. It has
                  been granted a 510(k) number to market to hospitals and other medical
                  professionals. The Company does not expect the need to provide for
                  product returns or warrantee costs but will review such potential
                  costs after the commencement of sales. Educational and marketing expenses The Company may incur costs for the education of customers on the
                  uses and benefits of its products. The Company will expense such
                  costs as a component of selling, general and administrative costs as
                  such costs are incurred. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable ITEM 4. CONTROLS AND PROCEDURES (As Revised) Management's Report on Internal Control over Financial Reporting (as revised) (a)      Disclosure Controls and Procedures We are required to maintain disclosure controls and procedures that
                  are designed to ensure that information required to be disclosed in
                  our reports filed under the Securities Exchange Act of 1934, as
                  amended, is recorded, processed, summarized and reported within the
                  time periods specified in the Securities and Exchange Commission's
                  rules and forms, and that such information is accumulated and
                  communicated to our management, including our chief executive officer
                  (also our principal executive officer) and our chief financial
                  officer (also our principal financial and accounting officer) to
                  allow for timely decisions regarding required disclosure. On August 12, 2011, the Board of Directors concluded that the Company
                  had not properly accounted for warrants issued in connection with
                  consulting or other service agreements and for the beneficial
                  conversion feature of certain convertible
 31


debentures. The Company had previously not recognized the fair value
                  of warrants issued in connection with consulting or other service
                  agreements at the measurement date, and has previously recognized the
                  expense ratably over the life of the warrant. The Company's
                  management has determined that the proper accounting, following the
                  guidance in ASC Topic 505, is to record the fair value of these
                  warrants as a prepaid expense on the date of issuance, and recognize
                  the expense ratably over the life of the underlying service
                  agreement. The Company has, since December 2009, been determining the
                  existence of a beneficial conversion feature of convertible debt
                  based on the fair value of the conversion feature on the date of
                  issuance, rather than using the intrinsic value of the conversion
                  feature on the date of issuance, as required under ASC Topic 470.
                  These items had a material effect on our previously issued
                  consolidated financial statements for the years ended December 31,
                  2009 and 2010 and for each of the quarters for the year ended
                  December 31, 2010 and the quarter ended March 31, 2011, requiring us
                  to restate the financial statements for such periods. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934
                  ("Exchange Act"), the Company carried out an evaluation, with the
                  participation of the Company's management, including the Company's
                  Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO")
                  (the Company's principal financial and accounting officer), of the
                  effectiveness of the Company's disclosure controls and procedures (as
                  defined under Rule 13a-15(e) under the Exchange Act) as of the end of
                  the period covered by this report.  Based upon that evaluation, and
                  taking the matters described above into account, the Company's CEO
                  and CFO concluded that the Company's disclosure controls and
                  procedures were not effective as of March 31, 2010 to ensure that
                  information required to be disclosed by the Company in the reports
                  that the Company files or submits under the Exchange Act, is
                  recorded, processed, summarized and reported, within the time periods
                  specified in the SEC's rules and forms, and that such information is
                  accumulated and communicated to the Company's management, including
                  the Company's CEO and CFO, as appropriate, to allow timely decisions
                  regarding required disclosure. (b)      Changes in Internal Controls There have not been any changes in the Company's internal control
                  over financial reporting (as such term is defined in Rules 13a-15(f)
                  under the Exchange Act) during the fiscal period to which this report
                  relates that have materially affected, or are reasonably likely to
                  materially affect, the Company's internal control over financial
                  reporting.  In light of the matters described above with respect to
                  accounting for warrants issued under consulting or other service
                  agreements and the beneficial conversion feature of certain
                  convertible debt, the Company intends to re-evaluate its internal
                  control over financial reporting and to implement such changes as it
                  may deem appropriate in light of such re-evaluation. (c)      Limitations on the Effectiveness of Controls A control system, no matter how well conceived and operated, can
                        provide only reasonable, not absolute, assurance that the objectives
                        of the control system are met and the Company's management, including
                        the Company's CEO and CFO, does not expect that the Company's
                        internal control over financial reporting will prevent all errors and
                        all fraud Because of the inherent limitations in all control systems,
                        no evaluation of controls can provide absolute assurance that all
                        control issues, if any, within a company have been detected. The
                        Company's disclosure controls and procedures are designed to provide
                        reasonable assurance of achieving their objectives, and the Principal
                        Executive Officer and the Principal Financial Officer have concluded
                        that these controls and procedures are effective at the "reasonable
                        assurance" level. PART II ITEM 1. LEGAL PROCEEDINGS We are subject from time to time to litigation, claims and suits
                  arising in the ordinary course of business. As of March 31, 2010, we
                  were not a party to any material litigation, claim or suit whose
                  outcome could have a material effect on our financial statements. ITEM 1A.RISK FACTORS. As a "smaller reporting company" as defined by Item 10 of Regulation
                  S-K, the Company is not required to provide information required by
                  this Item. ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On January 11, 2010, the Company issued 531,376,500 shares of common
                  stock to Fountainhead Capital Management Limited in accordance with
                  the terms of a Debenture Exchange Agreement dated as of December 29,
                  2009 (see Exhibit 4.1 to the Company's Form 8-K Current Report filed
                  with the SEC on January 6, 2010).
 32


On January 11, 2010, the Company issued 4,000,000 shares of common
                  stock to Jodi Yeager on the conversion of $50,000 face value of the
                  Company's convertible debenture. On January 11, 2010, the Company issued 8,787,600 shares of common
                  stock to Panamerica Capital Group, Inc. on the conversion of $109,845
                  face value of the Company's convertible debenture. On January 11, 2010, the Company issued 9,187,600 shares of common
                  stock to Hyperlink Media, LLC on the conversion of $114,845 face
                  value of the Company's convertible debenture. On January 11, 2010, the Company issued 10,320,000 shares of common
                  stock to Karen Ginder on the conversion of $129,000 face value of the
                  Company's convertible debenture. On January 11, 2010, the Company issued 4,000,000 shares of common
                  stock to Accessible Development Corp. on the conversion of $50,000
                  face value of the Company's convertible debenture. On January 11, 2010, the Company issued 16,000,000 shares of common
                  stock to Altitude Group, LLC on the conversion of $200,000 face value
                  of the Company's convertible debenture. On January 11, 2010, the Company issued 6,000,000 shares of common
                  stock to Mario Zachariou on the conversion of $75,000 face value of
                  the Company's convertible debenture. On January 11, 2010, the Company issued 6,000,000 shares of common
                  stock to Anthony Cantor on the conversion of $75,000 face value of
                  the Company's convertible debenture. On January 12, 2010, SLJ Consulting Corp. purchased 80,000 shares of
                  the Company's series B Preferred Stock for $80,000 cash. On January 12, 2010, Joseph Simone purchased 35,000 shares of the
                  Company's series B Preferred Stock for $35,000 cash. On February 23, 2010, in consideration for services provided to the
                  Board of Directors (valued at $10,000), the Company issued 800,000
                  shares of its common stock to Steven Girgenti. On March 11, 2010, Kenneth D. Watkins purchased 25,000 shares of the
                  Company's series B Preferred Stock for $25,000 cash. On April 13, 2010, Jane G. Ellis purchased 6,666,667 shares of the
                  Company's common stock for $100,000 cash. On May 1, 2010, Jack Lens purchased 3,333,333 shares of the Company's
                  common stock for $50,000 cash. On May 4, 2010, Myles K. Wittenstein purchased 3,300,000 shares and
                  Guri Dauti purchased 2,333,333 shares for $49,500 and $35,000 cash,
                  respectively. On May 5, 2010, Thomas Ambrose purchased 3,333,333 shares, George
                  Crawford purchased 13,333,333 shares, and Glenn Fleischacker
                  purchased 3,333,333 shares for $50,000, $200,000, and $50,000 cash,
                  respectively. On May 7, 2010, Stanley Katz purchased 6,000,000 shares, Duane John
                  Renfro purchased 3,333,333 shares, Gerda van Hoeydonck purchased
                  3,333,333 shares, and Datavision Computer Video, Inc. purchased
                  1,666,667 shares for $90,000, $50,000, $50,000, and $25,000 cash,
                  respectively. The securities issued in the abovementioned transactions were issued
                  in connection with private placements exempt from the registration
                  requirements of Section 5 of the Securities Act of 1933, as amended,
                  pursuant to the terms of Section 4(2) of that Act and Rule 506 of
                  Regulation D. ITEM 3 DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None.
 33


ITEM 6. EXHIBITS Index to Exhibits  31.1
                           
                           
                           
                           
                           
                           
                           
                           
                           Certification of Chief Financial Officer under Rule 13(a) - 14(a) of
                              the Exchange Act.31.2
                           
                           
                           
                           
                           
                           
                           
                           
                           Certification of Chief Executive Officer under Rule 13(a) - 14(a) of
                              the Exchange Act.32
                           
                           
                           
                           
                           
                           
                           
                           
                           Certification of CEO and CFO under 18 U.S.C. Section 1350
 34


SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the
                  registrant caused this report to be signed on its behalf by the
                  undersigned, thereunto duly authorized, on September 2, 2011.   VYCOR MEDICAL, INC.By:
                           
                           
                           /s/ Kenneth T. CovielloKenneth T. CovielloChief Executive andDirector (Principal Executive Officer)By:
                           
                           
                           /s/ Adrian C. LiddellAdrian C. LiddellChairman of the Board andDirector (Principal Financial Officer)
 35