U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One)x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 For the fiscal quarter endedMarch 31, 2011 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.) 3651 FAU Boulevard, Suite 300, Boca Raton, FL 33434 (Address of principal executive offices) (Zip code) Issuer's telephone number: (561) 558-2000Securities 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 741,206,784 shares outstanding of registrant's common
                  stock, par value $0.0001 per share, as of May 6, 2010. Transitional Small Business Disclosure Format (check one): Yes o No x


TABLE OF CONTENTS  PART IItem 1.
                           
                           
                           Financial Statements
                           
                           
                           
                           
                           
                           5Consolidated Balance Sheets as of March 31, 2011 (unaudited) and
                              December 31, 2010
                           
                           
                           5Unaudited Consolidated Statements of Operations for the three months
                              ended March 31, 2011 and March 31, 2010
                           
                           
                           6Unaudited Consolidated Statements of Cash Flows for the three months
                              ended March 31, 2011 and 2010
                           
                           
                           7Notes to Unaudited Consolidated Financial Statements
                           
                           
                           8Item 2.
                           
                           
                           Management's Discussion and Analysis of Financial Condition and
                              Results of Operation
                           
                           
                           23Item 3
                           
                           
                           Quantitative and Qualitative Disclosures About Market Risk
                           
                           
                           33Item 4
                           
                           
                           Controls and Procedures
                           
                           
                           
                           
                           
                           33PART IIItem 1
                           
                           
                           Legal Proceedings
                           
                           
                           
                           
                           
                           35Item 1A
                           
                           
                           Risk Factors
                           
                           
                           
                           
                           
                           35Item 2
                           
                           
                           Unregistered Sales of Equity Securities and Use of Proceeds
                           
                           
                           35Item 3
                           
                           
                           Defaults Upon Senior Securities
                           
                           
                           
                           
                           
                           35Item 4.
                           
                           
                           (Removed and Reserved)
                           
                           
                           
                           
                           
                           35Item 5.
                           
                           
                           Other Information
                           
                           
                           
                           
                           
                           35Item 6.
                           
                           
                           Exhibits
                           
                           
                           
                           
                           
                           36SIGNATURES
                           
                           
                           
                           
                           
                           36
 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. 1 on Form 10-Q/A
                  (the "Amendment") to its Quarterly Report on Form 10-Q for the period
                  ended March 31, 2011, originally filed May 13, 2011 (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, 2011 and March 31, 2010 and
                  the notes thereto contained in Part I, Item 1 of this Amendment
                  (including our audited balance sheet for the period ended December
                  31, 2010 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, 2011 and 2010
                  contained in Part I, Item 2 of this Amendment. Financial information related to the quarters ended March 31, 2011
                  and 2010 and the fiscal year ended December 31, 2010 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, 2011 incorporates
                  such restatement for the periods presented in this report.
 3


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; (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 months ended March 31, 2010, included in the Company's
                     Quarterly Report on Form 10-Q filed with the SEC on May 12, 2010; (iii)for the three and six months ended June 30, 2010, included in the
                     Company's Quarterly Report on Form 10-Q filed with the SEC on August
                     16, 2010; (iv)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; and (v)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.
 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 as 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 13, 2011. References to the
                     quarterly report on Form 10-Q herein shall refer to the quarterly
                     report on Form 10-Q originally filed on May 13, 2011.
 4


PART I ITEM 1. FINANCIAL STATEMENTS VYCOR MEDICAL, INC.Consolidated Balance Sheets (Restated)  March 31,2011(unaudited)
                           
                           
                           December 31,2010(audited)ASSETSCurrent AssetsCash
                           
                           $
                           188,344
                           
                           $
                           127,081Accounts receivable
                           
                           
                           84,187
                           
                           
                           76,460Inventory
                           
                           
                           54,622
                           
                           
                           52,360Prepaid expenses
                           
                           
                           491,966
                           
                           
                           645,302Total Current Assets
                           
                           
                           819,119
                           
                           
                           901,203Fixed assets, net
                           
                           
                           736,809
                           
                           
                           773,188Intangible and Other assets:Trademarks
                           
                           
                           130,000
                           
                           
                           130,000Patents, net of accumulated amortization
                           
                           
                           326,853
                           
                           
                           333,072Website, net of accumulated amortization
                           
                           
                           3,155
                           
                           
                           3,932Security deposits
                           
                           
                           13,399
                           
                           
                           12,299473,407
                           
                           
                           479,303TOTAL ASSETS
                           
                           $
                           2,029,335
                           
                           $
                           2,153,694LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts payable
                           
                           $
                           210,260
                           
                           $
                           114,447Accrued interest
                           
                           
                           59,978
                           
                           
                           36,992Accrued liabilities
                           
                           
                           388,996
                           
                           
                           406,998Other current liabilities
                           
                           
                           148,215
                           
                           
                           106,162Notes payable
                           
                           
                           1,894,574
                           
                           
                           1,400,381TOTAL LIABILITIES
                           
                           
                           2,702,023
                           
                           
                           2,064,980STOCKHOLDERS' EQUITY (DEFICIT)Preferred stock, $0.0001 par value, 10,000,000 shares authorized,
                              none issued and outstanding
                           
                           
                           -
                           
                           
                           -Common Stock, $0.0001 par value, 1,500,000,000 shares authorized,
                              732,317,876 and 724,488,929 shares issued and outstanding at March
                              31, 2011 and December 31, 2010 respectively
                           
                           
                           73,232
                           
                           
                           72,449Additional Paid-in Capital
                           
                           
                           7,085,323
                           
                           
                           6,902,427Accumulated Deficit
                           
                           
                           (7,818,863
                           )
                           
                           (6,883,163
                           )Accumulated Other Comprehensive Income
                           
                           
                           (12,380
                           )
                           
                           (2,999
                           )(672,688
                           )
                           
                           88,714TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                           
                           $
                           2,029,335
                           
                           $
                           2,153,694 See accompanying notes to financial statements
 5


VYCOR MEDICAL, INC.Consolidated Statement of Operations (Restated)  For the three months ended March 31,2011
                           
                           
                           
                           
                           
                           2010(unaudited)
                           
                           
                           
                           
                           
                           (unaudited)Revenue
                           
                           $
                           145,122
                           
                           
                           
                           
                           $
                           64,285Cost of Goods Sold
                           
                           
                           22,373
                           
                           
                           
                           
                           
                           12,588Gross Profit
                           
                           
                           122,749
                           
                           
                           
                           
                           
                           51,697Operating expenses:Research and development
                           
                           
                           23,852
                           
                           
                           
                           
                           
                           4,886Depreciation and Amortization
                           
                           
                           49,405
                           
                           
                           
                           
                           
                           9,773Stock Compensation
                           
                           
                           208,219
                           
                           
                           
                           
                           
                           87,790General and administrative
                           
                           
                           752,510
                           
                           
                           
                           
                           
                           276,184Total Operating expenses
                           
                           
                           1,033,986
                           
                           
                           
                           
                           
                           378,633Operating loss
                           
                           
                           (911,237
                           )
                           
                           
                           
                           
                           (326,936
                           )Other expenseInterest expense
                           
                           
                           (23,921
                           )
                           
                           
                           
                           
                           (12,605
                           )Total Other expense
                           
                           
                           (23,921
                           )
                           
                           
                           
                           
                           (12,605
                           )Net Loss Before Taxes
                           
                           
                           (935,158
                           )
                           
                           
                           
                           
                           (339,541
                           )Taxes
                           
                           
                           (542
                           )
                           
                           
                           
                           
                           (2,078
                           )Net Loss
                           
                           $
                           (935,700
                           )
                           
                           
                           
                           $
                           (341,619
                           )Loss Per ShareBasic and diluted
                           
                           $
                           (0.001
                           )
                           
                           
                           
                           $
                           (0.001
                           )Weighted Average Number of Shares Outstanding
                           
                           
                           726,735,567
                           
                           
                           
                           
                           
                           614,555,497 See accompanying notes to financial statements
 6


VYCOR MEDICAL, INC. Consolidated Statement of Cash Flows (Restated)  For the three months ended March 312011(unaudited)
                           
                           
                           
                           
                           
                           2010(unaudited)Cash flows from operating activities:Net loss
                           
                           $
                           (935,700
                           )
                           
                           
                           
                           $
                           (341,619
                           )Adjustments to reconcile net loss to cash used in operating activities:Amortization of intangible assets
                           
                           
                           14,047
                           
                           
                           
                           
                           
                           4,036Depreciation of fixed assets
                           
                           
                           39,087
                           
                           
                           
                           
                           
                           5,737Amortization of debt discount expense
                           
                           
                           325
                           
                           
                           
                           
                           
                           -Share based compensation
                           
                           
                           208,219
                           
                           
                           
                           
                           
                           87,790Changes in assets and liabilities:Accounts receivable
                           
                           
                           (7,728
                           )
                           
                           
                           
                           
                           (21,940
                           )Inventory
                           
                           
                           (2,263
                           )
                           
                           
                           
                           
                           (17,312
                           )Prepaid expenses
                           
                           
                           (20,087
                           )
                           
                           
                           
                           
                           (40,875
                           )Security deposit
                           
                           
                           (1,100
                           )
                           
                           
                           
                           
                           (1,283
                           )Accounts payable
                           
                           
                           95,814
                           
                           
                           
                           
                           
                           (46,392
                           )Accrued interest
                           
                           
                           22,986
                           
                           
                           
                           
                           
                           9,271Accrued liabilities
                           
                           
                           (18,002
                           )
                           
                           
                           
                           
                           30,780Other current liabilities
                           
                           
                           42,053
                           
                           
                           
                           
                           
                           -Cash used in operating activities
                           
                           
                           (562,349
                           )
                           
                           
                           
                           
                           (331,807
                           )Cash flows used in investing activities:Purchase of fixed assets
                           
                           
                           (1,208
                           )
                           
                           
                           
                           
                           (1,931
                           )Acquisition of patents
                           
                           
                           (7,828
                           )
                           
                           
                           
                           
                           (12,272
                           )Cash used in investing activities
                           
                           
                           (9,036
                           )
                           
                           
                           
                           
                           (14,203
                           )Cash flows from financing activities:Proceeds from sale of equity - Common stock
                           
                           
                           144,000
                           
                           
                           
                           
                           
                           -Proceeds from sale of equity - Series B preferred
                           
                           
                           -
                           
                           
                           
                           
                           
                           140,000Proceeds from short term Notes Payable
                           
                           
                           504,000
                           
                           
                           
                           
                           
                           246,500Repayment of short term Notes Payable
                           
                           
                           (5,249
                           )
                           
                           
                           
                           
                           -Cash provided by financing activities
                           
                           
                           642,751
                           
                           
                           
                           
                           
                           386,500Foreign currency translation adjustment
                           
                           
                           (10,103
                           )
                           
                           
                           
                           
                           -Net increase in cash
                           
                           
                           61,263
                           
                           
                           
                           
                           
                           40,490Cash at beginning of period
                           
                           
                           127,081
                           
                           
                           
                           
                           
                           12,771Cash at end of period
                           
                           $
                           188,344
                           
                           
                           
                           
                           $
                           53,261Supplemental Disclosures of Cash Flow information:Interest paid:
                           
                           $
                           -
                           
                           
                           
                           
                           $
                           -Taxes paid
                           
                           $
                           542
                           
                           
                           
                           
                           $
                           2,078Non-Cash Transactions:Warrants, options and common stock issued for debt financing
                           
                           $
                           4,143
                           
                           
                           
                           
                           $
                           803,690See accompanying notes to financial statements
 7


VYCOR MEDICAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2011 1.  BASIS OF PRESENTATION The condensed consolidated balance sheet as of December 31, 2010,
                  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, 2011 are not
                  necessarily indicative of the results that may be expected for the
                  year ending December 31, 2011. 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, 2010, 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, 2010
                  and results of operations for the interim periods ended March 31,
                  2011 and 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 designs, develops and
                  markets neurological medical devices and therapies and operates
                  through two divisions: Vycor Medical - brain surgical access system
                  for sale to hospitals and medical professionals; and NovaVision -
                  neuro stimulation therapies and diagnostic devices for the treatment
                  and screening of vision field loss. 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 $935,700 for the three
                  months ended March 31, 2011, 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, 2011 the Company had
                  a stockholders' deficiency of $672,688 and cash and cash equivalents
                  of $188,344. The Company believes it would not have enough cash to
                  meet its various 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. 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. Under a previously disclosed agreement entered into with Fountainhead
                  Capital Management Limited ("Fountainhead"), Fountainhead agreed to
                  fund or procure funding for Vycor Medical's monthly operating
                  expenses through September 2010 subject to the Company meeting
                  certain financial benchmarks. The Company entered into a new
                  agreement on September 29, 2010 under which Fountainhead agreed to
                  extend this commitment for Vycor Medical's operating expenses through
                  August, 2011.
 8


4.   ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Vycor
                  Medical, Inc., and its subsidiaries, NovaVision, Inc. (a U.S.
                  corporation incorporated in Delaware) and NovaVision AG (German
                  corporation), a wholly owned subsidiary of NovaVision, Inc.
                  (individually and collectively referred to herein as the Company),
                  which is headquartered in Boca Raton, FL. The operations of
                  NovaVision, Inc have been consolidated from November 30, 2010, the
                  date of the acquisition of substantially all the assets of the former
                  NovaVision, Inc. All material inter-company accounts, transactions,
                  and profits have been eliminated in consolidation. Research and Development The Company expenses all research and development costs as incurred.
                  For the three months ended March 31, 2011 and 2010 the amounts
                  charged to research and development expenses were $23,852 and $4,886,
                  respectively. Software Development Costs For Internal Use The authoritative guidance requires software development costs to be
                  capitalized upon completion of the preliminary project stage.
                  Accordingly, direct internal and external costs associated with the
                  development of the features and functionality of the Company's
                  software for internal use, incurred during the application
                  development stage, are capitalized and amortized using the
                  straight-line method of the estimated life of five years. The Company
                  acquired internally developed software valued at $540,000 as part of
                  the acquisition of the assets of NovaVision, Inc. on November 30,
                  2010. For the three months ended March 31, 2011 and 2010 there was no
                  capitalization of software development costs. Uses of estimates in the preparation of financial statements The preparation of consolidated financial statements in conformity
                  with generally accepted accounting principles requires management to
                  make estimates and assumptions that affect the amounts reported in
                  the consolidated financial statements and accompanying notes. Actual
                  results could differ from those estimated. To the extent management's
                  estimates prove to be incorrect, financial results for future periods
                  may be adversely affected. Significant estimates and assumptions
                  contained in the accompanying consolidated financial statements
                  include management's estimate of the allowance for uncollectible
                  accounts receivable, amortization of intangible assets, and the fair
                  values of options and warrant included in the determination of debt
                  discounts and share based compensation. 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 uses management's assessment 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.
 9


The Company has no items that are subject to these standards as of
                  March 31, 2011. 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 31,2011
                           
                           
                           
                           
                           
                           2010Stock options outstanding
                           
                           
                           833,333
                           
                           
                           
                           
                           
                           1,000,000Warrants to purchase common stock
                           
                           
                           131,665,306
                           
                           
                           
                           
                           
                           74,364,268Debentures convertible into common stock
                           
                           
                           57,414,223
                           
                           
                           
                           
                           
                           49,068,960Total
                           
                           
                           197,412,862
                           
                           
                           
                           
                           
                           124,433,228 Recent Accounting Pronouncements From time to time new accounting pronouncements are issued by the
                  Financial Accounting Standards Board or other standard setting bodies
                  that may have an impact on the Company's accounting and reporting.
                  The Company believes that such recently issued accounting
                  pronouncements and other authoritative guidance for which the
                  effective date is in the future will not have an impact on its
                  accounting or reporting or that such impact will not be material to
                  its financial position, results of operations and cash flows when
                  implemented. 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, 2011, included
                  in its Quarterly Report on Form 10-Q filed with the SEC on May 14,
                  2011 (the "2011 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, 2011 included in the Company's 2011 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 months ended March 31, 2010, included in the Company's
                     Quarterly Report on Form 10-Q filed with the SEC on May 12, 2010; (iii)for the three and six months ended June 30, 2010, included in the
                     Company's Quarterly Report on Form 10-Q filed with the SEC on August
                     16, 2010; (iv)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; and (v)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.
 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
 10


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. 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, 2011 and
                     December 31, 2010, (ii) the consolidated statements of operations for
                     the three months ended March 31, 2011 and 2010, and (iii) the
                     consolidated statements of cash flows for the three months ended
                     March 31, 2011 and 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, 2011
                           
                           
                           
                           
                           
                           December 31, 2010As Reported
                           
                           
                           Adjustment
                           
                           
                           
                           
                           
                           Restated
                           
                           
                           
                           
                           
                           As Reported
                           
                           
                           Adjustment
                           
                           
                           
                           
                           
                           RestatedPrepaid Expenses
                           
                           
                           
                           
                           
                           124,948
                           
                           
                           367,018
                           
                           
                           a
                           
                           
                           491,966
                           
                           
                           
                           
                           
                           106,782
                           
                           
                           538,520
                           
                           
                           a
                           
                           
                           645,302Total Current Assets
                           
                           
                           
                           
                           
                           452,101
                           
                           
                           367,018
                           
                           
                           
                           
                           
                           819,119
                           
                           
                           
                           
                           
                           362,683
                           
                           
                           538,520
                           
                           
                           
                           
                           
                           901,203Total Assets
                           
                           
                           
                           
                           
                           1,662,317
                           
                           
                           367,018
                           
                           
                           
                           
                           
                           2,029,335
                           
                           
                           
                           
                           
                           1,615,174
                           
                           
                           538,520
                           
                           
                           
                           
                           
                           2,153,694Notes Payable
                           
                           
                           
                           
                           
                           1,865,069
                           
                           
                           29,505
                           
                           
                           b
                           
                           
                           1,894,574
                           
                           
                           
                           
                           
                           1,344,300
                           
                           
                           56,081
                           
                           
                           b
                           
                           
                           1,400,381Total Liabilities
                           
                           
                           
                           
                           
                           2,672,518
                           
                           
                           29,505
                           
                           
                           
                           
                           
                           2,702,023
                           
                           
                           
                           
                           
                           2,008,899
                           
                           
                           56,081
                           
                           
                           
                           
                           
                           2,064,980Additional Paid-in Capital
                           
                           
                           
                           
                           
                           6,595,926
                           
                           
                           489,397
                           
                           
                           a,b
                           
                           
                           7,085,323
                           
                           
                           
                           
                           
                           6,375,175
                           
                           
                           527,252
                           
                           
                           a,b
                           
                           
                           6,902,427Accumulated Deficit
                           
                           
                           
                           
                           
                           (7,666,979
                           )
                           
                           (151,884
                           )
                           
                           c,d
                           
                           
                           (7,818,863
                           )
                           
                           
                           
                           
                           (6,838,350
                           )
                           
                           (44,813
                           )
                           
                           c,d
                           
                           
                           (6,883,163
                           )Total Stockholders' Equity (Deficit)
                           
                           
                           
                           
                           
                           (1,010,201
                           )
                           
                           337,513
                           
                           
                           
                           
                           
                           (672,688
                           )
                           
                           
                           
                           
                           (393,725
                           )
                           
                           482,439
                           
                           
                           
                           
                           
                           88,714Total Liabilities and Stockholders' Equity
                           
                           
                           
                           
                           
                           1,662,317
                           
                           
                           367,018
                           
                           
                           
                           
                           
                           2,029,335
                           
                           
                           
                           
                           
                           1,615,174
                           
                           
                           538,520
                           
                           
                           
                           
                           
                           2,153,694  Vycor Medical, Inc.Consolidated Statements of OperationsFor the Three Months EndedMarch 31, 2011
                           
                           
                           
                           
                           
                           March 31, 2010As Reported
                           
                           
                           Adjustment
                           
                           
                           
                           
                           
                           Restated
                           
                           
                           
                           
                           
                           As Reported
                           
                           
                           Adjustment
                           
                           
                           
                           
                           
                           RestatedStock Compensation
                           
                           
                           
                           
                           
                           79,455
                           
                           
                           128,764
                           
                           
                           c
                           
                           
                           208,219
                           
                           
                           
                           
                           
                           60,068
                           
                           
                           27,722
                           
                           
                           c
                           
                           
                           87,790General and administrative
                           
                           
                           
                           
                           
                           752,510
                           
                           
                           -
                           
                           
                           c
                           
                           
                           752,510
                           
                           
                           
                           
                           
                           281,756
                           
                           
                           (5,572
                           )
                           
                           c
                           
                           
                           276,184Total Operating Expenses
                           
                           
                           
                           
                           
                           905,222
                           
                           
                           128,764
                           
                           
                           
                           
                           
                           1,033,986
                           
                           
                           
                           
                           
                           358,651
                           
                           
                           22,150
                           
                           
                           
                           
                           
                           380,801Total Operating Loss
                           
                           
                           
                           
                           
                           (782,473
                           )
                           
                           (128,764
                           )
                           
                           
                           
                           
                           (911,237
                           )
                           
                           
                           
                           
                           (306,864
                           )
                           
                           (22,150
                           )
                           
                           
                           
                           
                           (329,014
                           )Interest Expense
                           
                           
                           
                           
                           
                           (45,614
                           )
                           
                           (21,693
                           )
                           
                           d
                           
                           
                           (23,921
                           )
                           
                           
                           
                           
                           (69,137
                           )
                           
                           (56,532
                           )
                           
                           d
                           
                           
                           (12,605
                           )Total Other Income (Expense)
                           
                           
                           
                           
                           
                           (45,614
                           )
                           
                           21,693
                           
                           
                           
                           
                           
                           (23,921
                           )
                           
                           
                           
                           
                           (69,137
                           )
                           
                           56,532
                           
                           
                           
                           
                           
                           (12,605
                           )Net Loss
                           
                           
                           
                           
                           
                           (828,629
                           )
                           
                           (107,071
                           )
                           
                           
                           
                           
                           (935,700
                           )
                           
                           
                           
                           
                           (376,001
                           )
                           
                           34,382
                           
                           
                           
                           
                           
                           (341,619
                           )Net Loss per share
                           
                           
                           
                           
                           
                           (0.001
                           )
                           
                           (0.000
                           )
                           
                           
                           
                           
                           (0.001
                           )
                           
                           
                           
                           
                           (0.001
                           )
                           
                           0.000
                           
                           
                           
                           
                           
                           (0.001
                           )  Vycor Medical, Inc.Consolidated Statements of Cash FlowsFor the Three Months EndedMarch 31, 2011
                           
                           
                           
                           
                           
                           March 31, 2010As Reported
                           
                           
                           Adjustment
                           
                           
                           
                           
                           
                           Restated
                           
                           
                           
                           
                           
                           As Reported
                           
                           
                           Adjustment
                           
                           
                           
                           
                           
                           RestatedNet Loss
                           
                           
                           
                           
                           
                           (828,629
                           )
                           
                           (107,071
                           )
                           
                           
                           
                           
                           (935,700
                           )
                           
                           
                           
                           
                           (376,001
                           )
                           
                           34,382
                           
                           
                           
                           
                           
                           (341,619
                           )Amortization of Debt Discount Expense
                           
                           
                           
                           
                           
                           22,018
                           
                           
                           (21,693
                           )
                           
                           d
                           
                           
                           327
                           
                           
                           
                           
                           
                           56,532
                           
                           
                           (56,532
                           )
                           
                           d
                           
                           
                           (0
                           )Share-based compensation
                           
                           
                           
                           
                           
                           79,455
                           
                           
                           128,764
                           
                           
                           c
                           
                           
                           208,219
                           
                           
                           
                           
                           
                           70,068
                           
                           
                           17,722
                           
                           
                           c
                           
                           
                           87,790Changes in Accrued liabilities
                           
                           
                           
                           
                           
                           (18,002
                           )
                           
                           -
                           
                           
                           
                           
                           
                           (18,002
                           )
                           
                           
                           
                           
                           26,352
                           
                           
                           4,428
                           
                           
                           
                           
                           
                           30,780Cash used in operating activities
                           
                           
                           
                           
                           
                           (562,349
                           )
                           
                           -
                           
                           
                           
                           
                           
                           (562,349
                           )
                           
                           
                           
                           
                           (331,807
                           )
                           
                           -
                           
                           
                           
                           
                           
                           (331,807
                           )
 11


Vycor Medical, Inc.Consolidated Statements of Cash FlowsFor the Three Months EndedMarch 31, 2011
                        
                        
                        
                        
                        
                        March 31, 2010As Reported
                        
                        
                        Adjustment
                        
                        
                        
                        
                        
                        Restated
                        
                        
                        
                        
                        
                        As Reported
                        
                        
                        Adjustment
                        
                        
                        
                        
                        
                        RestatedCash used in investing activities
                        
                        
                        
                        
                        
                        (9,036
                        )
                        
                        -
                        
                        
                        
                        
                        
                        (9,036
                        )
                        
                        
                        
                        
                        (14,203
                        )
                        
                        -
                        
                        
                        
                        
                        
                        (14,203
                        )Cash provided by financing activities
                        
                        
                        
                        
                        
                        642,751
                        
                        
                        -
                        
                        
                        
                        
                        
                        642,751
                        
                        
                        
                        
                        
                        386,500
                        
                        
                        -
                        
                        
                        
                        
                        
                        386,500Foreign currency translation adjustments
                        
                        
                        
                        
                        
                        (10,103
                        )
                        
                        -
                        
                        
                        
                        
                        
                        (10,103
                        )
                        
                        
                        
                        
                        -
                        
                        
                        -Net Increase in Cash
                        
                        
                        
                        
                        
                        61,263
                        
                        
                        -
                        
                        
                        
                        
                        
                        61,263
                        
                        
                        
                        
                        
                        40,490
                        
                        
                        -
                        
                        
                        
                        
                        
                        40,490  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, 2011 and December 31, 2010 Notes Payable consists of:  March 31, 2011
                           
                           
                           December 31, 2010On December 29, 2009, in conjunction with a debt restructuring, the
                              Company issued a convertible debenture in the amount of $371,362
                              payable to Fountainhead. This debenture accrues interest rate of 6%
                              per annum, was 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 passuwith, 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 May 14, 2010, the due date for satisfaction was
                              extended to March 30, 2011 and on March 28, 2011 this was further
                              extended to August 31, 2011.
                           
                           
                           
                           
                           
                           371,362
                           
                           
                           371,362On February 3, 2010 the Company issued a convertible debenture in the
                              amount of $70,000 payable Fountainhead. 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 May 14, 2010, the due date for satisfaction was
                              extended to March 30, 2011 and on March 28, 2011 this was further
                              extended to August 31, 2011.
                           
                           
                           
                           
                           
                           70,000
                           
                           
                           70,000On September 30, 2010, the Company issued a convertible debenture in
                              the amount of $85,000 payable to Fountainhead. This debenture accrues
                              interest rate of 6% per annum, is due August 31, 2011, 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
                              $0.0175 per share, subject to adjustment and does not require
                              bifurcation.
                           
                           
                           
                           
                           
                           85,000
                           
                           
                           85,000
 12


March 31, 2011
                        
                        
                        December 31, 2010On October 14, 2010, the Company issued a convertible debenture in
                           the amount of $90,000 payable to Fountainhead. This debenture accrues
                           interest rate of 6% per annum, is due August 31, 2011, 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
                           $0.0175 per share, subject to adjustment and does not require
                           bifurcation.
                        
                        
                        
                        
                        
                        90,000
                        
                        
                        90,000On October 26, 2010, the Company issued a debenture in the amount of
                           $77,500 payable to Fountainhead. This debenture accrues interest rate
                           of 6% per annum, is due on the earlier of August 31, 2011 or the date
                           of receipt by the Company of cash from fundraisings in excess of a
                           cumulative $3 million from October 26, 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.
                        
                        
                        
                        
                        
                        77,500
                        
                        
                        77,500On November 15, 2010, the Company issued a debenture in the amount of
                           $322,500 payable to Fountainhead. This debenture accrues interest
                           rate of 6% per annum, is due on the earlier of August 31, 2011 or the
                           date of receipt by the Company of cash from fundraisings in excess of
                           a cumulative $3 million from October 26, 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.
                        
                        
                        
                        
                        
                        322,500
                        
                        
                        322,500On November 15, 2010, the Company issued a convertible debenture in
                           the amount of $350,000 payable to Peter Zachariou, a Director of the
                           Company. This debenture accrues interest rate of 6% per annum, is due
                           on the earlier of August 31, 2011 or the date of receipt by the
                           Company of cash from fundraisings in excess of a cumulative $3
                           million from October 26, 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
                           $0.019 per share, subject to adjustment and does not require
                           bifurcation. On December 20, 2011, the Company repaid $50,000 of this
                           debenture and removed the convertible rights.
                        
                        
                        
                        
                        
                        300,000
                        
                        
                        300,000On December 3, 2010, the Company issued a debenture in the amount of
                           $40,000 payable to Berardino Investment Group. This debenture accrues
                           interest rate of 6% per annum, is due June 30, 2011, 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
                           $0.019 per share, subject to adjustment and does not require
                           bifurcation.
                        
                        
                        
                        
                        
                        40,000
                        
                        
                        40,000In January, February and March 2011 the Company issued short term,
                           unsecured notes in the amount of $15,000, $64,000 and $20,000
                           respectively, payable to Fountainhead. The notes accrue interest rate
                           of 6% per annum, are due May 30, 2011 and are junior to the secured
                           convertible and non-convertible debentures of the Company.
                        
                        
                        
                        
                        
                        99,000
                        
                        
                        -
 13


March 31, 2011
                        
                        
                        December 31, 2010In January and February 2011 the Company issued short term, unsecured
                           notes in the amount of $15,000 and $40,000 respectively, payable to
                           Peter Zachariou, a Director of the Company. The notes accrue interest
                           rate of 6% per annum, are due May 30, 2011 and are junior to the
                           secured convertible and non-convertible debentures of the Company.
                        
                        
                        
                        
                        
                        55,000
                        
                        
                        -In February 2011 the Company issued short term, unsecured notes in
                           the amount of $10,000 payable to David Cantor, a Director of the
                           Company. The notes accrue interest rate of 6% per annum, are due May
                           30, 2011 and are junior to the secured convertible and
                           non-convertible debentures of the Company.
                        
                        
                        
                        
                        
                        10,000
                        
                        
                        -In February and March 2011 the Company issued short term, unsecured
                           notes in the amount of $10,000 and $30,000 respectively, payable to
                           Craig Kirsch. The notes accrue interest rate of 6% per annum, are due
                           May 30, 2011 and are junior to the secured convertible and
                           non-convertible debentures of the Company. These notes were repaid on
                           April 12, 2011.
                        
                        
                        
                        
                        
                        40,000
                        
                        
                        -On March 25, 2011 the Company issued a term note for $300,000 to
                           EuroAmerican Investment Corp. The term note bears interest at 16% per
                           annum and is due June 25, 2011. In connection with the loan the
                           company also issued warrants to purchase 400,000 shares of Company
                           common stock at an exercise price of $0.03 per share for a period of
                           three (3) years.
                        
                        
                        
                        
                        
                        300,000
                        
                        
                        -Unsecured, non-interest bearing loan from the chief executive of
                           NovaVision AG, who advanced a total of €33,000 to NovaVision AG,
                           which is being repaid in monthly installments to December 31, 2011.
                           As of March 31, and December 31, 2010 the remaining balance is
                           €27,500 and €33,000, respectively.
                        
                        
                        
                        
                        
                        38,770
                        
                        
                        44,019Total Notes Payable:
                        
                        
                        
                        
                        $
                        1,899,132
                        
                        $
                        1,400,381
 14


The following is a schedule of future minimum loan payments:  Twelve months ending March 31,
                           
                           
                           
                           
                           
                           Amount2011
                           
                           
                           
                           
                           $
                           1,899,1322012
                           
                           
                           
                           
                           
                           -2013
                           
                           
                           
                           
                           
                           -2014
                           
                           
                           
                           
                           
                           -2015
                           
                           
                           
                           
                           
                           -Thereafter
                           
                           
                           
                           
                           
                           -Total
                           
                           
                           
                           
                           $
                           1,899,132 As of March 31, 2011, $1,356,362 of Company's notes payable are
                  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.   SEGMENT REPORTING, GEOGRAPHICAL INFORMATION (a) Business segments The Company operates in two business segments: Vycor Medical, devices
                  for neurosurgery; and NovaVision, neuro stimulation therapies and
                  diagnostic devices for the treatment and screening of vision field
                  loss. Set out below are the revenues, gross profits and total assets
                  for each segment.  Three months ended March 31,2011 (restated)
                           
                           
                           2010 (restated)Revenue:Vycor Medical
                           
                           $
                           99,842
                           
                           $
                           64,285NovaVision
                           
                           
                           45,280
                           
                           
                           -Total Revenue
                           
                           $
                           145,122
                           
                           $
                           64,285Gross Profit:Vycor Medical
                           
                           
                           92,724
                           
                           
                           51,697NovaVision
                           
                           
                           30,025
                           
                           
                           -Total Gross Profit
                           
                           $
                           122,749
                           
                           $
                           51,697
 15


March 31,
                           
                           
                           December 31,2011 (restated)
                           
                           
                           2010 (restated)Total Assets:Vycor Medical
                           
                           
                           1,014,064
                           
                           
                           1,085,680NovaVision
                           
                           
                           1,015,271
                           
                           
                           1,068,014Total Assets
                           
                           $
                           2,029,335
                           
                           $
                           2,153,694 (b) Geographic information The Company operates in two geographic segments, the United States
                  and Germany. Set out below are the revenues, gross profits and total
                  assets for each segment.  Three months ended March 31,2011 (restated)
                           
                           
                           2010 (restated)Revenue:United States
                           
                           $
                           104,009
                           
                           $
                           64,285Germany
                           
                           
                           41,113
                           
                           
                           -Total Revenue
                           
                           $
                           145,122
                           
                           $
                           64,285Gross Profit:United States
                           
                           
                           93,892
                           
                           
                           51,697Germany
                           
                           
                           28,867
                           
                           
                           -Total Gross Profit
                           
                           $
                           122,749
                           
                           $
                           51,697March 31,
                           
                           
                           December 31,2011 (restated)
                           
                           
                           2010 (restated)Total Assets:United States
                           
                           
                           1,981,195
                           
                           
                           2,084,029Germany
                           
                           
                           48,140
                           
                           
                           69,665Total Assets
                           
                           $
                           2,029,335
                           
                           $
                           2,153,694 8.  PROPERTY AND EQUIPMENT As of March 31, 2011 and December 31, 2010, Property and Equipment
                  and the estimated lives used in the computation of depreciation is
                  as follows:  March 31,
                           
                           
                           December 31,2011
                           
                           
                           2010Machinery and equipment
                           
                           $
                           98,470
                           
                           $
                           93,764Purchased Software
                           
                           
                           11,208
                           
                           
                           10,000Molds and Tooling
                           
                           
                           230,830
                           
                           
                           230,830Furniture and fixtures
                           
                           
                           19,328
                           
                           
                           18,288Therapy Devices
                           
                           
                           45,175
                           
                           
                           44,412Internally Developed Software
                           
                           
                           540,000
                           
                           
                           540,000945,011
                           
                           
                           937,294Less: Accumulated depreciation and amortization
                           
                           
                           (208,202
                           )
                           
                           (164,106
                           )Property and Equipment, net
                           
                           $
                           736,809
                           
                           $
                           773,188 Estimated useful lives of property and equipment are as follows:
 16


Therapy devices
                           
                           
                           3 yearsComputer equipment and software
                           
                           
                           3 yearsFurniture and fixtures
                           
                           
                           7 yearsMachinery and office equipment
                           
                           
                           5 yearsInternally Developed Software
                           
                           
                           5 years 9.   INTANGIBLE ASSETS As of March 31, 2011 and December 31, 2010, Intangible Assets consists of:  March 31,
                           
                           
                           December 31,2011
                           
                           
                           2010Amortized intangible assets: Patent (8 years useful life)Gross carrying Amount
                           
                           $
                           389,568
                           
                           $
                           381,740Accumulated Amortization
                           
                           
                           (62,715
                           )
                           
                           (48,668
                           )$
                           326,853
                           
                           $
                           333,072Intangible assets not subject to amortizationTrademarks
                           
                           
                           130,000
                           
                           
                           130,000 Amortization expense for the periods ended March 31, 2011 and
                  December 31, 2010 was $14,047 and $21,539, respectively. 10.   EQUITY Certain Equity Transactions In January and February 2011, the Company issued an aggregate of
                  7,578,947 shares of Company common stock to three investors at a
                  price of $0.019 per share for aggregate gross proceeds of $144,000. On February 5, 2011, in consideration for services provided to the
                  Board of Directors (valued at $5,000), the Company issued 250,000
                  shares of its common stock to Steven Girgenti. On March 2, 2011, the Company issued warrants to seven parties to
                  purchase 14,710,530 shares of the Company's common stock at a price
                  of $0.03 per share. The warrants are exercisable over a period of
                  three years from the date of issuance. On March 25, 2011, in connection with the issuance by the Company of
                  a term note for $300,000 to EuroAmerican Investment Corp, the Company
                  issued warrants to purchase 400,000 shares of Company common stock at
                  an exercise price of $0.03 per share for a period of three years from
                  the date of issuance. This warrant was fair valued under the
                  Black-Scholes Model and amortized over the term of the loan as
                  financing costs starting April 1, 2011 10.   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 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
 17


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, 2011 and 2010. 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 $0.135 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. Following
                  Heather Vinas' resignation as President of the Company in May 2010,
                  166,667 options were cancelled. Accordingly, for the three months
                  ended March 31, 2011, the Company recognized share-based compensation
                  of $28,920 only for the grant to Kenneth T. Coviello. 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. The details of the outstanding rights, options and warrants and value
                  of such rights, options and warrants are as follows:  STOCK WARRANTS:Number of shares
                           
                           
                           
                           
                           
                           Weighted average exercise price per shareOutstanding at January 1, 2010
                           
                           
                           35,493,172
                           
                           
                           
                           
                           $
                           0.030Granted
                           
                           
                           90,191,077
                           
                           
                           
                           
                           
                           0.015Exercised
                           
                           
                           -
                           
                           
                           
                           
                           
                           -Cancelled or expired
                           
                           
                           (9,079,473
                           )
                           
                           
                           
                           
                           0.015Outstanding at January 1, 2011
                           
                           
                           116,604,776
                           
                           
                           
                           
                           $
                           0.019Granted
                           
                           
                           15,110,530
                           
                           
                           
                           
                           
                           0.030Exercised
                           
                           
                           -
                           
                           
                           
                           
                           
                           -Cancelled or expired
                           
                           
                           (50,000
                           )
                           
                           
                           
                           
                           0.500Outstanding at March 31, 2011
                           
                           
                           131,665,306
                           
                           
                           
                           
                           $
                           0.020STOCK OPTIONS:Number of shares
                           
                           
                           
                           
                           
                           Weighted average exercise price per shareOutstanding at January 1, 2010
                           
                           
                           1,000,000
                           
                           
                           
                           
                           $
                           0.14GrantedExercisedCancelled or expired
                           
                           
                           (166,667
                           )
                           
                           
                           
                           
                           0.14Outstanding at January 1, 2011
                           
                           
                           833,333
                           
                           
                           
                           
                           $
                           0.14Granted
                           
                           
                           -
                           
                           
                           
                           
                           
                           -Exercised
                           
                           
                           -
                           
                           
                           
                           
                           
                           -Cancelled or expired
                           
                           
                           -
                           
                           
                           
                           
                           
                           -
 18


Number of shares
                        
                        
                        
                        
                        
                        Weighted average exercise price per shareOutstanding at March 31, 2011
                        
                        
                        833,333
                        
                        
                        
                        
                        $
                        0.14 The weighted-average remaining contractual life of outstanding
                  warrants and options is 1.86 and 7.88 years, respectively. Non-Employee Stock Based Compensation 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, 2011,
                  $44,774 was recognized as share-based compensation in connection with
                  this agreement. During the three months ended March 30, 2011, the Company issued
                  250,000 shares of common stock to Steven Girgenti for services
                  rendered to the board of directors. For the three months ended March
                  30, 2011, $5,000 was recognized as share-based compensation for the
                  issuance of these shares 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, $1,771 was recognized as share-based
                  compensation in connection with this agreement. Under the terms of an Extension of Funding Commitment agreement dated
                  September 2010, the Company issued warrants to Fountainhead Capital
                  Management to purchase up to 50,627,407 shares of the Company's
                  common stock at $0.0175 per share. The warrants are valid from
                  September 29, 2010 for a period of five years. This warrant was fair
                  valued under the Black-Scholes Model and amortized over the life of
                  the agreement to August 30, 2011. For the three months ended March
                  31, 2011, $126,043 was recognized as share-based compensation in
                  connection with this agreement. Under the terms of a consulting agreement dated December 6, 2010, the
                  Company issued a warrant to Market Media Connect, LLC to purchase up
                  to 500,000 shares of the Company's common stock at $0.07 per share.
                  The warrant is valid from December 1, 2010 for a period of three
                  years. This warrant was fair valued under the Black-Scholes Model and
                  amortized over the life of the consulting agreement. For the three
                  months ended March 31, 2011, $835 was recognized as share-based
                  compensation in connection with this agreement. In March 2011 the Company entered into a one year consultancy
                  agreement with Mr. Jerold Ginder, a sales executive of Stryker
                  Corporation, effective April 1, 2011. Mr. Ginder has extensive
                  experience in sales and marketing and the development of medical
                  device products, and has contacts which will be of use to the
                  Company. Under the terms of the one year agreement, which the Company
                  has the right to terminate with 30 days notice, Mr. Ginder will
                  receive $5,000 a month and 18,000,000 restricted shares of common
                  stock of the Company. The stock has been valued by the Company at
                  $360,000 and will be amortized over the life of the agreement as
                  share-based compensation expense. 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, 2011 is $178,423. As of March
                  31, 2011, there was approximately $367,018 of total unrecognized
                  compensation costs related to non-vested option, warrant and stock
                  awards, which are expected to be recognized over a weighted average
                  period of approximately 0.61 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,
                  2011 and 2010:
 19


Three months ended March 31,2011
                           
                           
                           2010Risk-free interest rates
                           
                           
                           1.26 %
                           
                           
                           2.39 %Expected life
                           
                           
                           3 years
                           
                           
                           3 yearsExpected dividends
                           
                           
                           0%
                           
                           
                           0%Expected volatility
                           
                           
                           96%
                           
                           
                           96%Vycor Common Stock fair value
                           
                           
                           $0.010-$0.020
                           
                           
                           $0.0125 12. 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:  March 31, 2011
                           
                           
                           
                           
                           
                           December 31, 2010Gross deferred tax assets
                           
                           
                           
                           
                           
                           
                           
                           
                           1,780,000
                           
                           
                           
                           
                           
                           
                           
                           
                           1,573,000Valuation allowance
                           
                           
                           
                           
                           
                           
                           
                           
                           (1,780,000
                           )
                           
                           
                           
                           
                           
                           
                           
                           (1,573,000
                           )Net deferred tax asset
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                            As of March 31, 2011 and December 31, 2010, the Company has U.S.
                  federal net operating loss carryforwards of approximately $5,110,000
                  and $4,493,000, respectively.  The federal net operating loss
                  carryforwards expire in the tax years 2027 through 2031. 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. At March 31, 2011 and December 31, 2010 the Company has available for
                  carryforward German net operating losses of approximately $200,000,
                  to be applied against future German taxable income which may be
                  subject to certain restrictions and limitations. Such carryforwards
                  are subject to certain restrictions and limitations in the event of
                  changes in the NovaVision AG's ownership. The authoritative guidance requires a valuation allowance to reduce
                  the deferred tax assets reported if, based on the weight of the
                  evidence, it is more likely than not that some portion or all of the
                  deferred tax assets will not be realized. Management has determined
                  that a 100% valuation allowance is appropriate at March 31, 2011 and
                  December 31, 2010. 13.   COMMITMENTS AND CONTINGENCIES Lease The Company executed a lease agreement for administrative office
                  space at its current location of 3651 FAU Boulevard, Boca Raton,
                  Florida. The lease term is 12 months from December 1, 2010. The
                  Company vacated its premises at 80 Orville Drive, Bohemia, NY in
                  February, 2011. Rental expense for the three months ended March 31,
                  2011 and 2011 was $40,734 and $7,751, respectively.
 20


14. CONSULTING AND OTHER AGREEMENTS In March 2011 the Company entered into a consultancy agreement with
                  Mr. Jerold Ginder, a sales executive of Stryker Corporation. Mr.
                  Ginder has extensive experience in sales and marketing and the
                  development of medical device products, and has contacts which will
                  be of use to the Company. Under the terms of the one year agreement,
                  which the Company has the right to terminate with 30 days notice, Mr.
                  Ginder will receive $5,000 a month and 18,000,000 restricted shares
                  of common stock of the Company. 15. RELATED PARTY TRANSACTIONS In January, February and March 2011 the Company issued unsecured,
                  subordinated loan notes to Fountainhead for a total of $99,000. The
                  loan notes are subordinated to the Company's secured debentures, bear
                  interest at a rate of 6% and are due May 30, 2011 In January and February 2011 the Company issued unsecured,
                  subordinated loan notes to Peter Zachariou, a director of the Company
                  for a total of $55,000. The loan notes are subordinated to the
                  Company's secured debentures, bear interest at a rate of 6% and
                  are due May 30, 2011 In February 2011 the Company issued an unsecured, subordinated loan
                  note to David Cantor, a director of the Company for $10,000. The loan
                  notes are subordinated to the Company's secured debentures, bear
                  interest at a rate of 6% and are due May 30, 2011. On May 12, 2011, the Company entered into a Supplement to a prior
                  Consulting Agreement with Fountainhead entered into on February 10,
                  2010 (amended September 29, 2010) to recognize Fountainhead's
                  expanded responsibilities as a result of the acquisition by the
                  Company of the assets of NovaVision, Inc. Under the terms of the
                  Supplement, commencing January 1, 2011 the Company will pay to
                  Fountainhead an additional monthly retainer of $29,000. This
                  additional monthly retainer shall be accrued and paid out to
                  Fountainhead at the option of Fountainhead as follows: (i) in Vycor
                  stock at any time at $0.0225 per share; or (ii) in cash following the
                  closing of a fundraising of no less than $2.5 million or on the sale
                  of the Company or a substantial part of the assets thereof at any
                  time after June 30, 2011. Notwithstanding, Fountainhead shall have
                  the option to receive up to $5,000 of the additional monthly retainer
                  in cash each month, commencing April 1, 2011. Other than as
                  supplemented, the Consulting Agreement remains in full force and
                  effect according to its terms. 16. SUBSEQUENT EVENTS Common Stock Subscriptions In April 2011, the Company issued Units aggregating 24,444,442 shares
                  of Company common stock together with Warrants to purchase 12,222,221
                  shares of Company common stock at an exercise price of $0.03 per
                  share for a period of three years at a price of $0.0225 per Unit to
                  seven investors for aggregate gross proceeds of $550,000. In May 2011, the Company issued Units aggregating 3,333,333 shares of
                  Company common stock together with Warrants to purchase 1,666,667
                  shares of Company common stock at an exercise price of $0.03 per
                  shares for a period of three years at a price of $0.0225 per Unit to
                  two investors for aggregate gross proceeds of $75,000. In May, 2011, in consideration for services provided to the Board of
                  Directors (valued at $5,000), the Company issued 222,222 shares of
                  its common stock to Steven Girgenti. Loan Note Repayment In April 2011, the unsecured, subordinated loan notes due to Craig
                  Kirsch totaling $40,000 were repaid. Consulting Agreement On May 12, 2011, the Company entered into a Supplement to a prior
                  Consulting Agreement with Fountainhead entered into on February 10,
                  2010 (amended September 29, 2010) to recognize Fountainhead's
                  expanded responsibilities as a result of the acquisition by the
                  Company of the assets of NovaVision, Inc. Under the terms of the
                  Supplement, commencing January 1, 2011 the Company will pay to
                  Fountainhead an additional monthly retainer of $29,000. This
                  additional monthly retainer shall be accrued and paid out to
                  Fountainhead at the option of Fountainhead as follows: (i) in Vycor
                  stock at any time at $0.0225 per share; or (ii) in cash following the
                  closing of a fundraising of no less than $2.5 million or on the sale
                  of the Company or a substantial part of the assets thereof at any
                  time after June 30, 2011. Notwithstanding, Fountainhead shall have
                  the option to
 21


receive up to $5,000 of the additional monthly retainer in cash each
                  month, commencing April 1, 2011. Other than as supplemented, the
                  Consulting Agreement remains in full force and effect according to
                  its terms. Placement Agent Agreement On April 25, 2011, the Company engaged a placement agent in
                  connection with the issuance and sale of Units comprising shares of
                  the Company's Series C Convertible Preferred Stock (the "Series C
                  Preferred") and warrants to purchase shares of the Company's common
                  stock (collectively, the "Units") up to a total of $1.75 million
                  gross proceeds through a transaction or transactions exempt from
                  registration under the Securities Act of 1933, as amended, and in
                  compliance with the applicable securities laws and regulations (the
                  "Financing").  At the same time, the Company is directly selling to
                  investors additional Units with gross proceeds of up to an additional
                  $1.25 million.  If fully subscribed, the Company would receive gross
                  proceeds of approximately $3.0 million. Each Unit is priced at $50,000.00 and will comprise one share of
                  Series C Preferred convertible (at the Holder's option or mandatorily
                  upon the occurrence of certain events) into 2,222,222 shares of the
                  Company's Common Stock ($0.0225 per share) and a Warrant to purchase
                  1,111,111 shares of the Company's Common Stock at $0.03 per share
                  (subject to adjustments) for a period of three (3) years.  The
                  proceeds of the Offering would be used for working capital and
                  general corporate purposes. The Offering is being undertaken on a
                  "best efforts" basis and is not subject to any "firm commitment" as
                  to the sale of the Units.  Normal placement agent fees will be
                  payable. The Company is looking to complete the Offering during the
                  second quarter.
 22


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, 2011 and March 31, 2010 and the notes thereto
                  contained in Part I, Item 1 of this Amendment (including our audited
                  balance sheet for the period ended December 31, 2010 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, 2011
                  and 2010 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, 2011 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. 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. 1. 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 August
                  14, 2007, we converted into a Delaware corporation and changed our
                  name to "Vycor Medical, Inc." ("Vycor" or the "Company"). The
                  Company's listing went effective on February 2009 and on November 29,
                  2010, Vycor completed an
 23


acquisition of substantially all of the assets of NovaVision, Inc., a
                  company that had been in the business of researching, developing and
                  providing medical technologies to restore the vision of patients with
                  neurological visual loss predominantly resulting from Stroke or
                  Traumatic Brain Injury. 2. Overview of Business Vycor operates two distinct business units--Vycor Medical Inc.
                  ("Vycor Medical") and NovaVision, Inc ("NovaVision"). Vycor Medical
                  is a medical device company that designs, develops and markets
                  medical devices for use in neurosurgery. NovaVision develops
                  non-invasive, computer-based visual neuro-stimulation therapy called
                  VRT for those suffering from vision loss resulting from neurological
                  trauma, and screening and diagnostic products for physicians. In
                  addition to our existing products and products in development, we
                  actively seek acquisition, joint venture and in-licensing
                  opportunities in the medical device field which we believe will add
                  shareholder value. Vycor Medical, Inc. Introduction Vycor Medical is a medical device company that designs, develops and
                  markets medical devices for use in neurosurgery. Vycor Medical 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 access system. Vycor Medical first
                  product, the ViewSite Brain Access System (VBAS), is a next
                  generation access system which was commercially launched in November
                  2008. The VBAS addresses a market that has not changed materially in
                  over 50 years in contrast to development in most other neuro-surgical
                  technologies. The second product in Vycor Medical's pipeline is the Cervical Access
                  System (VCAS), which requires further prototyping and successful
                  market testing prior to commercialization launch. Like the VBAS, this
                  product is designed to assist the surgeon in cervical surgeries,
                  allowing the surgeon to gain access to the anterior cervical surgery
                  site. Vycor Medical has received FDA 510(k) clearance for its products,
                  with which we are authorized to take market our products in the U.S.
                  without further approvals. Vycor Medical's Products Viewsite Brain Access System (VBAS) To access a surgical site in the brain, the surgeon needs to remove
                  part of the skull (craniotomy) and then part (retract) the soft brain
                  tissue to access the target site. The current standard of care
                  utilizes a metal bladeretractor to force the tissue apart; to
                  maintain the opening the blades are attached to a head frame and
                  tension is applied to the tissue 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.
                  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. 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 pulling tissue in one direction in the brain;
                           
                           
                           To allow direct surgical visualization of the brain tissue via
                              optically transparent construction;
                           
                           
                           Reduce "target shift" to allow the surgeon to reach the site accurately;
                           
                           
                           Minimize healthy tissue damage while reaching the target site;
                           
                           
                           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;
 24



                        
                        
                        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 The extent to which we are successful in achieving the above
                  objectives will be judged by the acceptance of the devices in
                  the market. VBAS products have the potential to significantly reduce brain tissue
                  trauma resulting from the currently used retractors when accessing
                  deep brain targets. First, the unique design of the product can
                  minimize 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 VBAS product required a corticotomy of
                  only 2mm. Because our products are relatively new to the market, there is no
                  guarantee that any of the above mentioned features would prove
                  effective and be useful by the end user. IGS Opportunity for the Brain Access System The VBAS product has the potential to improve accuracy in targeting
                  the surgical site when used with of Image Guidance Systems( IGS), 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) does not integrate well with IGS systems. During
                  insertion and retraction, 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, in real-time, 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. Vycor Medical Product Pipeline Brain Access and Related Products The Company's future plans include developing additional Brain Access
                  Systems that are designed for the requirements of specific surgical
                  applications like aneurisms, tumors and endoscopic work and
                  identifying other products that can be used in conjunction with our
                  VBAS product. Cervical Access Products 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.
 25


Sales and Marketing Domestic Sales Strategy VBAS was launched in November 2008 with a strategy of driving sales
                  through leading neurosurgeons. In this regard, the Company has
                  adopted a dual strategy of targeting 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 to drive our
                  sales. The Company's distributors have approximately 50 sales
                  representatives who cover approximately 75% of the U.S. population. International Sales The Company utilizes select medical device distributors with
                  experience in neurosurgical devices in select countries. In Europe,
                  the company has agreements with exclusive distributors for Spain,
                  Italy, Belgium, Scandanavia, Switzerland and the U.K. who are all
                  focused in neurosurgery. In China, Vycor Medical has entered into a
                  distribution agreement for its VBAS. The Company has filed for but
                  not yet received SFDA approval, which is required to sell and market
                  products in China. 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. VBAS Market and the Hospital Adoption Process The market for VBAS in the US is relatively concentrated, with
                  approximately 1,500 neurosurgeons focusing on the relevant procedures
                  in 750-1,100 hospitals. Teaching hospitals not only carry out more
                  relevant procedures but also provide a natural way to drive adoption
                  through the conversion of new surgeons. We focus our efforts
                  initially on surgeons as the principle proponent within the hospital.
                  Vycor has found that the learning curve is only 1-2 cases for
                  surgeons, who like the simplicity of design and ease of use after
                  trialing the product. Hospital Administration is required to approve
                  the purchase of a new product and sometimes even a trial or
                  evaluation product. The focus for Hospital Administration is the
                  potential hard and soft cost savings and benefits of VBAS versus the
                  cost compared to existing practice. We use clinical studies, papers
                  and other peer reviews evidencing the clinical benefits of the
                  products as well as surgery time in the operating room. Experience has been that approval process can take up to six months
                  for each hospital, and in some cases may even be longer. However,
                  this time reduces as more leading hospitals become approved and as
                  more clinical paper/studies and other peer reviews are published.
                  Management is assembling a body of clinical evidence to speed up the
                  adoption process. Manufacturing Vycor Medical has 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 Medical 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 Medical is currently focusing its attention for VBAS on the US,
                  China and Europe. Competition Competitive manufacturers of brain retractors include:
 26



                           
                           
                           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. In addition companies such as Endius and
                  EBI have announced cervical retractor systems. Customers Vycor Medical sells to stocking regional distributors and direct to
                  hospitals through independent representatives. The Company believes
                  that its products currently are being evaluated or utilized in
                  approximately 80 hospitals in the United States. In addition, in
                  three months ended March 31, 201 international sales accounted for
                  approximately 11% of revenues. Intellectual Property Patent Applications Vycor Medical has two granted, but not issued, patents in China and
                  Russia and numerous patent applications pending in various countries
                  with respect to its technology. Trademarks VYCOR MEDICAL is a registered trademark and VIEWSITE is pending
                  registration as a trademark with the United States Patent and
                  Trademark Office.
 27


NovaVision, Inc. Introduction NovaVision develops non-invasive, computer-based visual
                  neuro-stimulation therapy called VRT for those suffering from vision
                  loss resulting from neurological trauma, and screening and diagnostic
                  products for physicians. VRT is a patient-specific diagnostic and
                  therapeutic platform that improves patient's vision and enables them
                  to experience significant functional improvements. VRT is currently
                  focused on visual deficits resulting from stroke, traumatic brain
                  injury, or other acquired brain injuries. NovaVision operates in the
                  US and in Germany through a wholly-owned subsidiary. VRT is successful in treating vision loss because people look with
                  their eyes and see with their brain. VRT is based on NovaVision's
                  platform technology which management believes induces
                  neuroplasticity, the brain's natural ability to repair or remap
                  broken neural connections that cause vision loss. Before VRT, such
                  patients were informed that their vision loss would likely be
                  permanent and they were prescribed therapy or aids to merely
                  compensate for their lost vision. VRT is a patient-specific diagnostic and therapeutic platform. The
                  VRT diagnostic program maps the area of lost visual field.
                  Proprietary algorithms help generate a customized therapy which
                  delivers light-based stimuli to neurologically stimulate the visual
                  cortex of the brain and restore the lost visual field. VRT is
                  generally performed over a six month period, twice a day for an hour
                  total, six days a week. The Company maintains broad IP protection
                  NovaVision has collected significant amounts of data from clinical
                  studies and peer reviewed papers that support the Company's claims
                  about the benefits of its platform technology for vision restoration
                  and other indications. NovaVision has received 510(k) clearance and
                  CE Marking for VRT. Platform Technology The management of NovaVision believes that the underlying basis for
                  the visual field recovery it has witnessed, and the functional
                  outcome improvements it has noted with its patients is largely due to
                  neuroplasticity of the visual field which is the brain's ability to
                  remap or repair itself in response to a pre-programmed and deliberate
                  stimulation. Neuroplasticity has been discussed over the last 20
                  years or so and as far back as 1990 Gilbert & Weisel talked about the
                  cortex not having a fixed functional architecture.. The platform
                  technology is comprised of proprietary algorithms that generate
                  patient-specific therapies which enable NovaVision's products to be
                  used as both diagnostic and therapeutic tools. The platform
                  technology generates light-based, or photic, stimulus programs
                  consisting of a fixation point on a display screen. As the patient
                  focuses on this fixation point, a series of photic stimuli are
                  delivered on the screen that are specific to the patient's
                  neurological requirements, and relayed directly to the brain using
                  the eye as a conduit. Management believes that it is this programmed light sequences that
                  stimulate the border zone between the "seeing" and "blind" visual
                  fields and which induces neuroplasticity. The diagnostic algorithm in
                  the VRT product first maps the visual field and defines the areas of
                  defect in patients suffering vision loss. The therapeutic algorithm
                  in the VRT product is then specifically designed for each patient
                  based upon the results of the diagnostic program and it repetitively
                  challenges the visual cortex with thousands of stimuli over the
                  course of time. While neuroplasticity for explaining VRT has never
                  been conclusively demonstrated, Randy Mashall's study using MRI did
                  demonstrate that VRT results in increased neural activity in the
                  visual cortex. Management is also aware of other studies which should
                  be published during the course of 2011 which will shed further light
                  on this. Irrespective of mechanism patient studies point to
                  significantly improved functional outcomes for patients who have done
                  VRT treatment. This improvement manifests itself in greater
                  confidence to move around and an average shift of 4.9 degrees in the
                  border between seeing and blind visual fields. The visual field is
                  the portion of space surrounding an individual which is visible at
                  any given time by that individual while their gaze is held
                  stationary. To humans, the central 10° of visual field holds the
                  greatest functional importance for focal and cognitive tasks. Clinical Data Relating to VRT NovaVision has accumulated significant amounts of clinical data as a
                  result of company-sponsored trials, patient surveys as well as
                  studies conducted by independent third parties. A large retrospective VRT study indicated that 88% of patients
                     experience an improvement in at least one of their daily life
                     activities 75% of patients experience and improvement in their mobility which is
                     regarded as the most important functional task Time since injury does not seem to matter so historical backlog of
                     patients can be treated Results do not appear to be not age or gender dependent
 28


Market NovaVision markets its therapy through physicians and direct to
                  patients, who it refers to physicians for consultation, prescription
                  and diagnosis prior to undergoing therapy. Its screening and
                  diagnostic products are marketed to physicians, medical and
                  rehabilitation centers and academic institutions. The Company is in
                  the process of finalizing a significantly enhanced marketing strategy
                  which will entail increased sales and marketing expenditure. Pipeline Products Utilizing NovaVision's Platform Technology Management is looking to further develop its product range leveraging
                  its existing technology platform. To this end it is in the process of
                  launching a new portable visual field screening device called head
                  mounted perimeter (HMP). The Company has received approval to sell
                  the HMP as a Class 1 device an integrated HMP as a screening tool for
                  physicians. This novel portable HMP would be used by physicians as a
                  low-cost screening tool providing automated perimetry for visual
                  field screenings performed more efficiently in the clinician's
                  office, waiting room, nursing homes or within the hospital setting by
                  Ophthalmologists, Optometrists and even the Primary Care Physician.
                  The visual field test qualifies for reimbursement under CPT code
                  92082 (ranging from $60 - $70). Pre-marketing of this device amongst
                  physicians and distributors has been very well received and
                  demonstrated a significant untapped demand. While entirely focused on
                  just screening and as such not as complex as an Oculus or Humphreys
                  its screening ability is actually more resolute as it tests every 4
                  degrees compared to every 6 degrees. The screener is reimbursable and
                  is considered a level two screening device. Its greatest advantage is
                  its portability which enables it to be utilized in a number of
                  situations where patients with a Visual Field Deficit (VFD) may
                  otherwise not be able to take a table mounted test: Regulatory Matters In the U.S., NovaVision's products are regulated by the Food and Drug
                  Administration ("FDA") as Class U medical devices subject to 510(k)
                  clearances, and in Europe NovaVision has CE Marking for VRT as a
                  Class I device. NovaVision received its 510(k) clearance for VRT
                  specific to Stroke and TBI indications in 2003. Intellectual Property Patents NovaVision maintains a portfolio of patent protection on its methods
                  and apparatus in the form of issued patents and applications, both
                  domestically and internationally. In the U.S., the Company has a
                  total of 8 issued patents and 3 pending applications. The
                  international patent portfolio includes 6 issued patent and more than
                  16 pending applications. Trademarks NovaVision maintains a portfolio of registered trademarks for
                  NovaVision, NovaVision VRT and Vision Restoration Therapy amongst
                  others, both in the US and internationally. Manufacturing and Operations NovaVision is based a the Vycor Medical, Inc. group headquarters at a
                  1,000 square foot leased facility in Boca Raton, Florida. NovaVision
                  purchases electronics and custom fabricated hardware from third party
                  vendors and assembles and tests all of its medical devices within the
                  facility. NovaVision has an FDA Establishment Registration and the
                  Company does not have any long-term contractual obligations with its
                  vendors to purchase products from them, nor are suppliers
                  contractually obligated to sell products to NovaVision. 3. Other Matters Product Liability Insurance We presently have Product Liability insurance for both Vycor Medical
                  and NovaVision. Government Regulations We are committed to an integrated total quality management system. We
                  believe that we have completed the necessary procedures and are
                  certified to the ISO standards expected of medical device
                  manufacturers as follows:
 29


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. Vycor Medical has 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
 Employees We currently have 14 full-time employees. Comparison of the Three Months Ended March 31, 2011 to the Three
                        Months Ended March 31, 2010 Revenue and Gross Margin:  2011
                           
                           
                           2010
                           
                           
                           % ChangeRevenue:Vycor Medical
                           
                           $
                           99,842
                           
                           $
                           64,285
                           
                           
                           55
                           %NovaVision
                           
                           $
                           45,280
                           
                           $
                           -
                           
                           
                           NM$
                           145,122
                           
                           $
                           64,285
                           
                           
                           126
                           %Cost of Revenue:Vycor Medical
                           
                           $
                           (7,117
                           )
                           $
                           (12,588
                           )
                           
                           -43
                           %NovaVision
                           
                           $
                           (15,256
                           )
                           $
                           -
                           
                           
                           NM$
                           (22,373
                           )
                           $
                           (12,588
                           )
                           
                           79
                           %Gross ProfitVycor Medical
                           
                           $
                           92,724
                           
                           $
                           51,697
                           
                           
                           79
                           %NovaVision
                           
                           $
                           30,025
                           
                           $
                           -
                           
                           
                           NM$
                           122,749
                           
                           $
                           51,697
                           
                           
                           137
                           % Vycor Medical recorded revenue of $99,842 from the sale of its
                  products in the three months ended March 31, 2011, an increase of 55%
                  over the same period in 2010. The increase in sales was attributable
                  to greater penetration and usage of our product in hospitals in the
                  United States both direct and through distributors, and increased
                  sales internationally. Gross margin of 93% was achieved compared to
                  81% for the same period in 2010. Gross margin is mostly a product of
                  sale mix between US sales through distributors, US sales direct and
                  international sales, and reflects one-off validation and product life
                  extension costs in the three months ended March 31, 2010 as well as
                  inventory credits in the three months ended March 31, 2011. NovaVision recorded revenues of $45,280 in the three months ended
                  March 31, 2011 and gross margin of 66%. The majority of these
                  revenues were attributable to Germany. Research and Development Expense: Research and development expenses were $23,852 in the three months
                  ended March 31, 2011 compared to $4,886 for the same period in 2010. Stock Compensation Expense: Stock Compensation expense is a non-cash charge for share based
                  compensation as the result of amortizing shares, warrants and options
                  which have been issued by the Company over various periods. The
                  charge in the three months ended March 31, 2011 was $208,219, an
                  increase of $120,429 over $87,790 in the same period in 2010.
 30


General and Administrative Expenses: General and administrative expenses increased by $476,325 to $752,509
                  in the three months ended March 31, 2011 from $276,184 for the same
                  period in 2010. This reflects the additional expenses for NovaVision
                  as well as higher levels of marketing activities in Vycor, as follows:  Total G&A expenses for the three months ended March 31, 2011
                           
                           
                           
                           
                           $
                           276,184Increase in marketing expenditure and travel costs
                           
                           
                           
                           
                           
                           81,265Increase in personnel costs
                           
                           
                           
                           
                           
                           159,951Increase in non-cash consulting fees
                           
                           
                           
                           
                           
                           76,903Increase in professional and regulatory costs
                           
                           
                           
                           
                           
                           41,741Increase in premises costs
                           
                           
                           
                           
                           
                           58,077Increase in other operating expenses
                           
                           
                           
                           
                           
                           58,389Total G&A expenses for the three months ended March 31, 2011
                           
                           
                           
                           
                           $
                           752,510 Interest Expense: Interest expense comprises interest expense on the Company's debt and
                  insurance policy financing. Interest expense in the three months
                  ended March 31, 2011 increased by $11,316 to $23,921 from $12,605 for
                  the same period in 2010. Liquidity and Capital Resources Liquidity The following table shows cash flow and liquidity data for the
                  periods ended March 31, 2011 and December 31, 2010:  March 31, 2011
                           
                           
                           December 31, 2010
                           
                           
                           $ ChangeCash
                           
                           $
                           188,344
                           
                           $
                           127,081
                           
                           $
                           61,263Accounts receivable, inventory and other current assets
                           
                           
                           630,775
                           
                           
                           774,122
                           
                           
                           (143,347
                           )Total current liabilities
                           
                           
                           (2,702,023
                           )
                           
                           (2,064,980
                           )
                           
                           (637,043
                           )Working capital (deficit)
                           
                           $
                           (1,882,904
                           )
                           $
                           (1,163,777
                           )
                           $
                           (719,127
                           )Cash provided by financing activities
                           
                           $
                           642,751
                           
                           $
                           386,500
                           
                           $
                           (256,251
                           ) As of March 31, 2011 we had $188,344 cash, a working capital deficit
                  of $1,882,904 and an accumulated deficit of $7,818,863. The
                  Stockholders' deficit at March 31, 2011 was $672,688. Debt at March
                  31, 2011, included in the working capital deficit above, was
                  $1,899,130, a change of $498,751 from $1,400,381 at December 31, 2010. Our operating activities used $562,349 in cash for the three months
                  ended March 31, 2011. Aside from the increased operating expenses
                  discussed above, the Company has reduced accounts payable and accrued
                  payables, and increased operating assets. This is accounted for
                  as follows:  Net cash loss adjusted for change in accrued interest
                           
                           
                           
                           
                           $
                           (651,036
                           )Increase in inventory and inventory order deposits
                           
                           
                           
                           
                           
                           (35,614
                           )Increase in accounts payable
                           
                           
                           
                           
                           
                           95,814Net change in other assets and liabilities
                           
                           
                           
                           
                           
                           28,487$
                           (562,349
                           ) Under a previously disclosed agreement entered into with Fountainhead
                  Capital Management Limited, Fountainhead agreed to fund or procure
                  funding for Vycor Medical's monthly operating expenses through
                  September 2010 subject to the Company meeting certain financial
                  benchmarks. The Company entered into a new agreement on September 29,
                  2010 under which Fountainhead agreed to extend this commitment for
                  Vycor Medical's operating expenses through August, 2011. Uses of estimates in the preparation of financial statements The preparation of consolidated financial statements in conformity
                  with generally accepted accounting principles requires management to
                  make estimates and assumptions that affect the amounts reported in
                  the consolidated financial statements and accompanying notes. Actual
                  results could differ from those estimated. To the extent management's
                  estimates prove to be incorrect, financial results for future periods
                  may be adversely affected. Significant estimates and assumptions
                  contained in the
 31


accompanying consolidated financial statements include management's
                  estimate of the allowance for uncollectible accounts receivable,
                  amortization of intangible assets, and the fair values of options and
                  warrant included in the determination of debt discounts and share
                  based compensation. 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 $935,700 for the three
                  months ended March 31, 2011, 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, 2011 the Company had
                  a stockholders' deficiency of $672,688 and cash and cash equivalents
                  of $188,344. The Company believes it would not have enough cash to
                  meet its various 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. 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. Research and Development The Company expenses all research and development costs as incurred. Cash and cash equivalents 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. Cash balances may at
                  times exceed the FDIC insured limits. Cash also includes a US
                  investment account in a money market backed by government securities
                  up to 105% of the account balance. The Company considers all highly
                  liquid investments with a maturity of three months or less when
                  purchased to be cash equivalents. 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 seven
                  years. Maintenance, repairs and minor renewals are charged to expense
                  when incurred. Replacements and major renewals are capitalized Income taxes The Company accounts for income taxes in accordance with the current
                  authoritative guidance. Deferred income tax assets and liabilities
                  are determined based upon differences between financial reporting and
                  tax basis 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. Valuation allowances are
                  established, when it is more likely than not that such benefit will
                  not be realized. Patents and Other Intangible Assets The Company capitalizes legal and related costs associated with the
                  establishment and enhancement of patents for its products once
                  patents have been applied for. Costs associated with the development
                  of the patented item or processes are charged to research and
                  development costs as incurred. The capitalized costs are amortized
                  over the life of the patent. The Company reviews intangible assets on
                  an annual basis using a present value, cash flow method based upon
                  the authoritative guidance. Trademarks have an indefinite life and
                  are reviewed annually by management for impairment in accordance with
                  the authoritative guidance. Revenue Recognition Vycor Medical generates revenue from the sale of its surgical access
                  system to hospitals and other medical professionals. Vycor Medical
                  records revenue when a completed contract for the sale exists, the
                  product is invoiced and shipped to the customer. Vycor Medical does
                  provide for product returns or warranty costs.
 32


NovaVision generates revenues from various programs, therapy services
                  and other sources such as government grants. Therapy services
                  revenues represent fees from NovaVision's vision restoration therapy
                  software, diagnostic software, medical devices, clinic set up and
                  training fees, and the professional and support services associated
                  with the therapy. NovaVision recognizes revenue for providing the
                  vision restoration therapy as the Company's work effort is expended.
                  NovaVision provides vision restoration therapy directly to patients.
                  The typical vision restoration therapy consists of six modules,
                  performed on average over 6 months in the U.S. and 10 months in
                  Germany. A patient contract comprise set-up fees and monthly therapy
                  fees. Set-up fees are recognized at the outset of the contract and
                  therapy revenue is recognized ratably over the therapy period.
                  Patient therapy is restricted to being completed by a patient within
                  a specified time frame. Research grants and other subsidies represent revenue from certain
                  German government agencies to cover certain patients within an
                  insurance group and also to reimburse NovaVision AG for certain
                  payroll and other costs. The Company recognizes grant revenue when
                  services or costs have been incurred which would entitle the Company
                  to use the German government funds, and the grant requirements have
                  been satisfied. Deferred revenue results from patients paying for the therapy in
                  advance of receiving the therapy. Accounts Receivable The Company's accounts receivable are due from the hospitals and
                  distributors in the case of Vycor Medical, and from patients directly
                  therapy or physicians for diagnostic products in the case of
                  NovaVision. Accounts receivable are due once products have been
                  delivered or at the time the therapy is initiated; however, for
                  NovaVision therapy patients sometimes credit is extended through
                  various payment plans based on individual financial conditions,
                  generally not to exceed the 9 or 10 month therapy period. The
                  outstanding balances are stated net of an allowance for doubtful
                  accounts. The Company determines its allowance by considering a
                  number of factors, including the length of time accounts receivable
                  are past due, and the customer's ability to pay its obligations. The
                  Company writes off accounts receivable when they become uncollectible. Inventory Inventories are comprised of Vycor Medical VBAS devices, components
                  ancillary to NovaVision's medical device provided to patients and
                  centers and diagnostic products, and are stated at the lower of cost
                  or market, determined under the first-in, first-out method. The
                  inventory is charged to cost of revenue at the time that a device is
                  shipped to a customer or patient. Foreign Currency The Euro is the local currency of the country in which NovaVision AG
                  conducts its operations and is considered the functional currency of
                  this entity. All balance sheet amounts are translated to U.S. dollars
                  using the U.S. exchange rate at the balance sheet date except for the
                  equity section which is translated at historical rates. Operating
                  statement amounts are translated using an average exchange rate for
                  the period of operations. Foreign currency translation effects are
                  accumulated as part of the accumulated other comprehensive income
                  (loss) and included in shareholders' (deficit) in the accompanying
                  Consolidated Balance Sheet. Educational marketing and advertising expenses The Company may incur costs for the education of customers on the
                  uses and benefits of its products. The Company will include
                  education, marketing and advertising expense 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
 33


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 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, 2011 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.
 34


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, 2011, 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 In January and February 2011, the Company issued an aggregate of
                  7,578,947 shares of Company common stock to three investors at a
                  price of $0.019 per share for aggregate gross proceeds of $144,000. On February 5, 2011, in consideration for services provided to the
                  Board of Directors (valued at $5,000), the Company issued 250,000
                  shares of its common stock to Steven Girgenti. 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. (REMOVED AND RESERVED) None. ITEM 5. OTHER INFORMATION Subsequent events Common Stock Subscriptions In April 2011, the Company issued Units aggregating 24,444,442 shares
                  of Company common stock together with Warrants to purchase 12,222,221
                  shares of Company common stock at an exercise price of $0.03 per
                  share for a period of three years at a price of $0.0225 per Unit to
                  seven investors for aggregate gross proceeds of $550,000. In May 2011, the Company issued Units aggregating 3,333,333 shares of
                  Company common stock together with Warrants to purchase 1,666,667
                  shares of Company common stock at an exercise price of $0.03 per
                  shares for a period of three years at a price of $0.0225 per Unit to
                  two investors for aggregate gross proceeds of $75,000. In May, 2011, in consideration for services provided to the Board of
                  Directors (valued at $5,000), the Company issued 222,222 shares of
                  its common stock to Steven Girgenti. Loan Note Repayment In April 2011, the unsecured, subordinated loan notes due to Craig
                  Kirsch totaling $40,000 were repaid. Consulting Agreement On May 12, 2011, the Company entered into a Supplement to a prior
                  Consulting Agreement with Fountainhead Capital Management Limited
                  ("Fountainhead") entered into on February 10, 2010 (amended September
                  29, 2010) to recognize Fountainhead's expanded responsibilities as a
                  result of the acquisition by the Company of the assets of NovaVision,
                  Inc. Under the terms of the Supplement, commencing January 1, 2011
                  the Company will pay to Fountainhead an additional monthly retainer
                  of $29,000. This additional monthly retainer shall be accrued and
                  paid out to Fountainhead at the option of Fountainhead as follows:
                  (i) in Vycor stock at any time at $0.0225 per share; or (ii) in cash
                  following the closing of a fundraising of no less
 35


than $2.5 million or on the sale of the Company or a substantial part
                  of the assets thereof at any time after June 30, 2011.
                  Notwithstanding, Fountainhead shall have the option to receive up to
                  $5,000 of the additional monthly retainer in cash each month,
                  commencing April 1, 2011. Other than as supplemented, the Consulting
                  Agreement remains in full force and effect according to its terms. Placement Agent Agreement On April 25, 2011, the Company engaged a placement agent in
                  connection with the issuance and sale of Units comprising shares of
                  the Company's Series C Convertible Preferred Stock (the "Series C
                  Preferred") and warrants to purchase shares of the Company's common
                  stock (collectively, the "Units") up to a total of $1.75 million
                  gross proceeds through a transaction or transactions exempt from
                  registration under the Securities Act of 1933, as amended, and in
                  compliance with the applicable securities laws and regulations (the
                  "Financing").  At the same time, the Company is directly selling to
                  investors additional Units with gross proceeds of up to an additional
                  $1.25 million.  If fully subscribed, the Company would receive gross
                  proceeds of approximately $3.0 million. Each Unit is priced at $50,000.00 and will comprise one share of
                  Series C Preferred convertible (at the Holder's option or mandatorily
                  upon the occurrence of certain events) into 2,222,222 shares of the
                  Company's Common Stock ($0.0225 per share) and a Warrant to purchase
                  1,111,111 shares of the Company's Common Stock at $0.03 per share
                  (subject to adjustments) for a period of three (3) years.  The
                  proceeds of the Offering would be used for working capital and
                  general corporate purposes. The Offering is being undertaken on a
                  "best efforts" basis and is not subject to any "firm commitment" as
                  to the sale of the Units.  Normal placement agent fees will be
                  payable. The Company is looking to complete the Offering during the
                  second quarter. 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.32.1
                           
                           
                           Certification of CEO under 18 U.S.C. Section 135032.2
                           
                           
                           Certification of CFO under 18 U.S.C. Section 1350 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)
 36