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


TABLE OF CONTENTS  PART IItem 1.
                           
                           
                           Financial StatementsConsolidated Balance Sheets as of March 31, 2010 (unaudited) and
                              December 31, 2009
                           
                           
                           3Unaudited Consolidated Statements of Operations for the three months
                              ended March 31, 2010 and 2009
                           
                           
                           4Unaudited Consolidated Statements of Cash Flows for the three months
                              ended March 31, 2010 and 2009
                           
                           
                           5Notes to Unaudited Consolidated Financial Statements
                           
                           
                           6Item 2.
                           
                           
                           Management's Discussion and Analysis of Financial Condition and
                              Results of Operation
                           
                           
                           18Item 3
                           
                           
                           Quantitative and Qualitative Disclosures About Market Risk
                           
                           
                           28Item 4A(T)
                           
                           
                           Controls and Procedures
                           
                           
                           28PART IIItem 1
                           
                           
                           Legal Proceedings
                           
                           
                           28Item 1A
                           
                           
                           Risk Factors
                           
                           
                           28Item 2
                           
                           
                           Unregistered Sales of Equity Securities and Use of Proceeds
                           
                           
                           29Item 3
                           
                           
                           Defaults Upon Senior Securities
                           
                           
                           29Item 4.
                           
                           
                           Submission of Matters to a Vote of Security Holders
                           
                           
                           29Item 5.
                           
                           
                           Other Information
                           
                           
                           30Item 6.
                           
                           
                           Exhibits
                           
                           
                           30SIGNATURES
                           
                           
                           
                           
                           
                           31
 2


PART I ITEM 1. FINANCIAL STATEMENTS  VYCOR MEDICAL, INC.Balance SheetsMarch 31,
                           
                           
                           
                           
                           
                           December 31,2010
                           
                           
                           
                           
                           
                           2009(unaudited)
                           
                           
                           
                           
                           
                           (audited)ASSETSCurrent AssetsCash
                           
                           
                           
                           
                           $
                           53,261
                           
                           
                           
                           
                           $
                           12,771Accounts receivable
                           
                           
                           
                           
                           
                           51,688
                           
                           
                           
                           
                           
                           29,748Inventory
                           
                           
                           
                           
                           
                           59,279
                           
                           
                           
                           
                           
                           41,967Prepaid expenses
                           
                           
                           
                           
                           
                           63,244
                           
                           
                           
                           
                           
                           22,369227,472
                           
                           
                           
                           
                           
                           106,855Fixed assets, net
                           
                           
                           
                           
                           
                           187,203
                           
                           
                           
                           
                           
                           191,009Other assets:Patents, net of accumulated amortization
                           
                           
                           
                           
                           
                           102,717
                           
                           
                           
                           
                           
                           93,704Website, net of accumulated amortization
                           
                           
                           
                           
                           
                           6,264
                           
                           
                           
                           
                           
                           7,042Security deposits
                           
                           
                           
                           
                           
                           3,633
                           
                           
                           
                           
                           
                           2,350112,614
                           
                           
                           
                           
                           
                           103,096TOTAL ASSETS
                           
                           
                           
                           
                           $
                           527,289
                           
                           
                           
                           
                           $
                           400,960LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts payable
                           
                           
                           
                           
                           $
                           290,550
                           
                           
                           
                           
                           $
                           336,942Accrued interest
                           
                           
                           
                           
                           
                           12,175
                           
                           
                           
                           
                           
                           2,904Accrued liabilities
                           
                           
                           
                           
                           
                           88,354
                           
                           
                           
                           
                           
                           62,002Notes payable
                           
                           
                           
                           
                           
                           564,927
                           
                           
                           
                           
                           
                           1,111,053TOTAL LIABILITIES
                           
                           
                           
                           
                           
                           956,006
                           
                           
                           
                           
                           
                           1,512,901STOCKHOLDERS' DEFICITPreferred stock, $0.0001 par value, 10,000,000 shares authorized,
                              140,000 and 0 shares issued and outstanding at March 31, 2010 and
                              December 31, 2009, respectively
                           
                           
                           
                           
                           
                           14
                           
                           
                           
                           
                           
                           -Common Stock, $0.0001 par value, 1,000,000,000 shares authorized,
                              622,893,799 and 557,798,599 shares issued and outstanding at March
                              31, 2010 and December 31, 2009, respectively
                           
                           
                           
                           
                           
                           62,289
                           
                           
                           
                           
                           
                           55,780Additional Paid-in Capital
                           
                           
                           
                           
                           
                           4,761,669
                           
                           
                           
                           
                           
                           3,708,967Accumulated Deficit
                           
                           
                           
                           
                           
                           (5,252,689
                           )
                           
                           
                           
                           
                           (4,876,688
                           )(428,717
                           )
                           
                           
                           
                           
                           (1.111,941
                           )TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
                           
                           
                           
                           
                           $
                           527,289
                           
                           
                           
                           
                           $
                           400,960See accompanying notes to financial statements
 3


VYCOR MEDICAL, INC.Statement of OperationsFor the three months ended March 31,2010
                           
                           
                           
                           
                           
                           2009(unaudited)
                           
                           
                           
                           
                           
                           (unaudited)Revenue
                           
                           
                           
                           
                           $
                           64,285
                           
                           
                           
                           
                           $
                           70,088Cost of Goods Sold
                           
                           
                           
                           
                           
                           12,498
                           
                           
                           
                           
                           
                           9,503Gross Profit
                           
                           
                           
                           
                           
                           51,787
                           
                           
                           
                           
                           
                           60,585Operating expenses:Research and development
                           
                           
                           
                           
                           
                           4,886
                           
                           
                           
                           
                           
                           -General and administrative
                           
                           
                           
                           
                           
                           353,765
                           
                           
                           
                           
                           
                           341,965Total Operating expenses
                           
                           
                           
                           
                           
                           358,651
                           
                           
                           
                           
                           
                           341,965Operating loss
                           
                           
                           
                           
                           
                           (306,864
                           )
                           
                           
                           
                           
                           (281,380
                           )Interest expense
                           
                           
                           
                           
                           
                           69,137
                           
                           
                           
                           
                           
                           138,754Net Loss
                           
                           
                           
                           
                           $
                           (376,001
                           )
                           
                           
                           
                           $
                           (420,134
                           )Loss Per ShareBasic and diluted
                           
                           
                           
                           
                           $
                           (0.001
                           )
                           
                           
                           
                           $
                           (0.016
                           )Weighted Average Number of Shares Outstanding
                           
                           
                           
                           
                           
                           614,555,497
                           
                           
                           
                           
                           
                           26,058,910See accompanying notes to financial statements
 4


VYCOR MEDICAL, INC.Statement of Cash FlowsFor the three months ended March 31,2010
                           
                           
                           
                           
                           
                           2009(unaudited)
                           
                           
                           
                           
                           
                           (unaudited)Cash flows from operating activities:Net loss
                           
                           
                           
                           
                           $
                           (376,001
                           )
                           
                           
                           
                           $
                           (420,134
                           )Adjustments to reconcile net loss to cash used in operating activities:Amortization of intangible assets
                           
                           
                           
                           
                           
                           4,036
                           
                           
                           
                           
                           
                           3,120Depreciation of fixed assets
                           
                           
                           
                           
                           
                           5,737
                           
                           
                           
                           
                           
                           5,737Amortization of debt discount expense
                           
                           
                           
                           
                           
                           56,532
                           
                           
                           
                           
                           
                           119,201Share based compensation
                           
                           
                           
                           
                           
                           60,068
                           
                           
                           
                           
                           
                           60,069Shares issued for consulting services
                           
                           
                           
                           
                           
                           10,000
                           
                           
                           
                           
                           
                           5,000Interest satisfied with stock conversion
                           
                           
                           
                           
                           
                           -
                           
                           
                           
                           
                           
                           6,625Changes in assets and liabilities:Accounts receivable
                           
                           
                           
                           
                           
                           (21,940
                           )
                           
                           
                           
                           
                           43,622Inventory
                           
                           
                           
                           
                           
                           (17,312
                           )
                           
                           
                           
                           
                           15,426Prepaid expenses
                           
                           
                           
                           
                           
                           (40,875
                           )
                           
                           
                           
                           
                           (9,638
                           )Security deposit
                           
                           
                           
                           
                           
                           (1,283
                           )
                           
                           
                           
                           
                           -Accounts payable
                           
                           
                           
                           
                           
                           (46,392
                           )
                           
                           
                           
                           
                           (1,072
                           )Accrued interest
                           
                           
                           
                           
                           
                           9,271
                           
                           
                           
                           
                           
                           12,913Accrued liabilities
                           
                           
                           
                           
                           
                           26,352
                           
                           
                           
                           
                           
                           55,535Cash used in operating activities
                           
                           
                           
                           
                           
                           (331,807
                           )
                           
                           
                           
                           
                           (103,596
                           )Cash flows used in investing activities:Purchase of fixed assets
                           
                           
                           
                           
                           
                           (1,931
                           )
                           
                           
                           
                           
                           -Acquisition of patents
                           
                           
                           
                           
                           
                           (12,272
                           )
                           
                           
                           
                           
                           -Cash used in investing activities
                           
                           
                           
                           
                           
                           (14,203
                           )
                           
                           
                           
                           
                           -Cash flows from financing activities:Proceeds from sale of equity - Series B preferred
                           
                           
                           
                           
                           
                           140,000
                           
                           
                           
                           
                           
                           -Proceeds from short term Notes Payable
                           
                           
                           
                           
                           
                           246,500
                           
                           
                           
                           
                           
                           -Cash provided by financing activities
                           
                           
                           
                           
                           
                           386,500
                           
                           
                           
                           
                           
                           -Net increase (decrease) in cash
                           
                           
                           
                           
                           
                           40,490
                           
                           
                           
                           
                           
                           (103,596
                           )Cash at beginning of period
                           
                           
                           
                           
                           
                           12,771
                           
                           
                           
                           
                           
                           196,138Cash at end of period
                           
                           
                           
                           
                           $
                           53,261
                           
                           
                           
                           
                           $
                           92,542Supplemental Disclosures of Cash Flow information:Interest paid:
                           
                           
                           
                           
                           $
                           -
                           
                           
                           
                           
                           $
                           -Taxes paid
                           
                           
                           
                           
                           $
                           2,078
                           
                           
                           
                           
                           $
                           300Non-Cash Transactions:Warrants, options and common stock issued for debt financing
                           
                           
                           
                           
                           $
                           -
                           
                           
                           
                           
                           $
                           100,000See accompanying notes to financial statements
 5


VYCOR MEDICAL, INC.NOTES TO FINANCIAL STATEMENTSMARCH 31, 2010 1. BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been
                     prepared in accordance with accounting principles generally accepted
                     in the United States of America for interim financial information and
                     with Article 10 of Regulation S-X. Accordingly, they do not include
                     all of the information and footnotes required by accounting
                     principles generally accepted in the United States of America for
                     annual financial statements. In the opinion of management, all
                     adjustments, consisting of normal recurring accruals considered
                     necessary for a fair presentation, have been included.  Operating
                     results for the three months ended March 31, 2010 are not necessarily
                     indicative of the results that may be expected for the year ending
                     December 31, 2010.  For further information, refer to the financial
                     statements and footnotes thereto for the year ended December 31, 2009. 2.   FORMATION AND BUSINESS OF THE COMPANY Business Description Vycor Medical, LLC, (the "Company") was formed in June 17, 2005 under
                     the laws of the State of New York. The Company converted its entity
                     form on August 14, 2007 from a New York Limited Liability Company to
                     a Delaware Corporation with 16,048 of common stock exchange for each
                     partnership unit with 1122 units outstanding at date of conversion.
                     The assets, liabilities and operations of the Company did not change
                     pursuant to this reorganization, and the accompanying financial
                     statements are presented as if the change occurred on the first day
                     of the earliest period presented; thus all are references to number
                     of shares prior to the date of conversion are based upon the common
                     stock equivalent of the units. The Company's business plan is to
                     develop and market a commercially feasible surgical access system for
                     sale to hospitals and medical professionals. 3.   ACCOUNTING POLICIES Research and Development The Company expenses all research and development costs as incurred.
                     For the three months ended March 31, 2010 and 2009, the amounts
                     charged to research and development expenses were $4,886 and $0,
                     respectively. Concentration of Credit Risk The Company maintains cash balances at various financial
                     institutions. Accounts at each institution are insured by the Federal
                     Deposit Insurance Corporation up to $250,000. The Company's accounts
                     at these institutions may, at times, exceed the federally insured
                     limits. The Company has not experienced any losses in such accounts. Fair Values of Financial Instruments At March 31, 2010 and 2009, fair values of cash, accounts receivable,
                     accounts payable, and accrued expenses short term promissory notes
                     approximate their carrying amount due to the short period of time to
                     maturity. The fair value of the Company's long term debt is based on
                     the present value using a discount rate comparable with borrowing
                     rates available to the Company along with various fair value model
                     calculations used to value certain debt related securities. Property and equipment The Company records property and equipment at cost and calculates
                     depreciation using the straight-line method over the estimated useful
                     life of the assets, which is estimated to be between three and
                     ten years. Income taxes Based upon relevant FASB standard, deferred tax assets and liability
                     account balances are determined based on differences between
                     financial reporting and tax bases of assets and liabilities and are
                     measured using the enacted tax rates and laws that will be in effect
                     when the differences are expected to reverse. The Company provides a
                     valuation allowance, if necessary, to reduce deferred tax assets to
                     their estimated realizable value. The Company has provided a full
                     valuation allowance against the gross deferred tax asset as of March
                     31, 2010 as it is more likely that this deferred tax asset will not
                     be realized.
 6


Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with accounting
                     principles generally accepted in the United States ("GAAP") requires
                     management to make estimates and assumptions that affect the amounts
                     reported in the financial statements and accompanying notes. Critical
                     estimates include amortization of intangible assets, and the fair
                     values of options and warrant included in the determination of debt
                     discounts and share based compensation. Patents The Company capitalizes legal and related costs associated with the
                     establishment of patents for its products. Costs associated with the
                     development of the patented item or processes are charged to research
                     and development costs as incurred. The costs associated with the
                     establishment of the patents are amortized over the life of
                     the patent. The Company reviews existing patents as well as those in the approval
                     process for impairment on an annual basis using a present value, cash
                     flow method based upon relevant FASB standard. Since the Company's
                     patents are either very new or still in the process of approval, the
                     Company does not believe that any impairment of these amounts exists. Revenue Recognition The Company records revenue, based upon relevant FASB standard, when
                     a completed contract for the sale exists, title transfers to the
                     buyer and the product is invoiced and shipped to the customer. The
                     Company sells a surgical access system which has already cleared the
                     U.S. FDA 510(k) review process. It has been granted a 510(k) number
                     for marketing the system to hospitals and other medical
                     professionals. The Company does not expect the need to provide for
                     product returns or warranty costs but will review such potential
                     costs after the commencement of sales on an annual basis. Educational and marketing expenses The Company may incur costs for the education of customers on the
                     uses and benefits of its products. The Company will expense such
                     costs as a component of selling, general and administrative costs as
                     such costs are incurred. Website Costs The Company capitalizes the costs associated with the acquisition of
                     hardware and development tools as well as the creation of database
                     tools in connection with the Company's website pursuant to the
                     relevant FASB standard. Other costs including the development of
                     functionality and identification of software tools are expensed
                     as incurred. Stock-Based Compensation Prior to January 1, 2006, the Company accounted for stock-based
                     compensation based upon the relevant FASB standards, under which
                     compensation expense is based on the difference, if any, on the date
                     of the grant, between the fair value of the Company's stock and the
                     exercise price. Stock-based compensation determined under relevant
                     FASB standards is recognized over the option vesting period. Prior to the adoption of a stock option plan adopted on February 13,
                     2008, the Company only issued share based compensation to consultants
                     for goods or services. The Company accounted for these transactions
                     based upon the relevant FASB standards. Under these standards,
                     options, warrants, and stock are recorded at their fair value on the
                     measurement date. The Company remeasured the fair value of such
                     instruments granted at each reporting period until performance under
                     the consulting arrangements were completed and the measurement date
                     was reached. The Company records the expense of such services on the
                     estimate fair value of the equity instrument using the Black-Sholes
                     pricing model. The initial expense is recognized over the term of the
                     service agreement. For future awards to employees, the Company will adopt the relevant
                     FASB standard which requires the recognition of compensation expense
                     for future stock-based compensation awards to employees. Using a
                     fair-value-based method, for costs related to all share-based
                     payments including stock options. These standards require companies
                     to estimate the fair value of share-based payment awards on the date
                     of grant using an option-pricing model. All option grants valued
                     after January 1, 2006 will be expensed on a straight-line basis over
                     the vesting period.
 7


Fair Values of Assets and Liabilities Effective January 1, 2008, the relevant FASB standards define the
                     fair value as the exchange price that would be received for an asset
                     or paid to transfer a liability (an exit price) in the principal or
                     most advantageous market for the asset or liability in an orderly
                     transaction between market participants on the measurement date.
                     These standards require that valuation techniques maximize the use of
                     observable inputs and minimize the use of unobservable inputs. These
                     standards also established a fair value hierarchy, which prioritizes
                     the valuation inputs into three broad levels. There are three general valuation techniques that may be used to
                     measure fair value, as described below: a)    Market approach  Uses prices and other relevant information
                     generated by market transactions involving identical or comparable
                     assets or liabilities. Prices may be indicated by pricing guides,
                     sale transactions, market trades, or other sources; b)    Cost approach  Based on the amount that currently would be
                     required to replace the service capacity of an asset (replacement
                     cost); and c)    Income approach  Uses valuation techniques to convert future
                     amounts to a single present amount based on current market
                     expectations about the future amounts (includes present value
                     techniques and option-pricing models). Net present value is an income
                     approach where a stream of expected cash flows is discounted at an
                     appropriate market interest rate. Financial assets and liabilities are valued using either level 1
                     inputs based on unadjusted quoted market prices within active markets
                     or using level 2 inputs based primarily on quoted prices for similar
                     assets or liabilities in active or inactive markets.  For certain
                     long-term debt, fair value is based on present value techniques using
                     inputs derived principally or corroborated from market data. Using
                     level 3 inputs using management's assumptions about the assumptions
                     market participants would utilize in pricing the asset or liability.
                     In the Company's case this entailed assumptions used in pricing
                     models for attached warrant calculations. Valuation techniques
                     utilized to determine fair value are consistently applied. The Company's convertible debentures are the only items that are
                     subject to these standards as of March 31, 2010 as follows:   Unobservable inputs (level 3)
                           
                           
                           
                           
                           
                           $564,927 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,
                           
                           
                           
                           
                           
                           
                           
                           
                           December 31,2010
                           
                           
                           
                           
                           
                           
                           
                           
                           2009Stock options outstanding
                           
                           
                           
                           
                           
                           
                           
                           
                           1,000,000
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           1,000,000Warrants to purchase common stock
                           
                           
                           
                           
                           
                           
                           
                           
                           74,364,268
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           35,493,174  Recent Accounting Pronouncements Effective July 1, 2009, the Company adopted the FASB ASC 105-10, Generally Accepted Accounting Principles  Overall("ASC 105-10"). ASC 105-10 establishes the FASB Accounting Standards Codification(the "Codification") as the source of authoritative accounting
                     principles recognized by the FASB to be applied by nongovernmental
                     entities in the preparation of financial statements in conformity
                     with GAAP. Rules and interpretive releases of the SEC under authority
                     of federal securities laws are also sources of authoritative U.S.
                     GAAP for SEC registrants. All guidance contained in the Codification
                     carries an equal level of authority. The Codification superseded all
                     existing non-SEC accounting and reporting standards. All other
                     non-grandfathered, non-SEC accounting literature not included in the
                     Codification is non-authoritative. The FASB will not issue new
                     standards in the form of Statements, FASB Staff Positions or Emerging
                     Issues Task Force Abstracts. Instead, it will issue Accounting
                     Standards Updates ("ASUs"). The FASB will not consider ASUs as
                     authoritative in their own right. ASUs will serve
 8


only to update the Codification, provide background information about
                     the guidance and provide the bases for conclusions on the change(s)
                     in the Codification. References made to FASB guidance throughout this
                     document have been updated for the Codification. Effective January 1, 2008, the Company adopted FASB ASC 820-10, Fair Value Measurements and Disclosures  Overall ("ASC 820-10") with respect to its financial assets and liabilities.
                     In February 2008, the FASB issued updated guidance related to fair
                     value measurements, which is included in the Codification in ASC
                     820-10-55,
                     Fair Value Measurements and Disclosures  Overall  Implementation
                        Guidance and Illustrations. The updated guidance provided a one year deferral of the effective
                     date of ASC 820-10 for non-financial assets and non-financial
                     liabilities, except those that are recognized or disclosed in the
                     financial statements at fair value at least annually. Therefore, the
                     Company adopted the provisions of ASC 820-10 for non-financial assets
                     and non-financial liabilities effective January 1, 2009, and such
                     adoption did not have a material impact on the Company's consolidated
                     results of operations, financial condition or liquidity. Effective January 1, 2009, the Company adopted FASB ASC 805, Business Combinations ("ASC 805"). ASC 805 establishes principles and requirements for how
                     the acquirer of a business recognizes and measures in its financial
                     statements the identifiable assets acquired, the liabilities assumed,
                     and any non-controlling interest in the acquiree. ASC 805 changes the
                     previous treatment of acquisition related costs, restructuring costs
                     related to an acquisition that the acquirer expects but is not
                     obligated to incur, contingent consideration associated with the
                     purchase price and pre-acquisition contingencies associated with
                     acquired assets and liabilities. Under ASC 805, acquisition costs
                     associated with business combinations will be expensed as incurred,
                     whereas, prior to the adoption of ASC 805, similar costs associated
                     with a successful acquisition were capitalized. ASC 805 applies to
                     business combinations for which the acquisition date is on or after
                     the adoption date, thus the adoption of ASC 805 will have no effect
                     on prior acquisitions. The effect of the adoption of ASC 805 will
                     depend upon the nature of any future business combinations. In April 2009, the FASB issued updated guidance relating to
                     intangible asset valuation, which is included in the Codification in
                     ASC 350-30-55,
                     General Intangibles Other Than Goodwill  Implementation ("ASC 350-30-55"). ASC 350-30-55 amends ASC 350-30, Intangibles  Goodwill and Other, to identify the factors that should be considered in developing
                     renewal or extension assumptions used to determine the useful life of
                     a recognized intangible asset. ASC 350-30-55 is effective for fiscal
                     years beginning after December 31, 2008. The Company adopted the
                     amendment to ASC 350-30 effective January 1, 2009, and such amendment
                     did not have a material effect on the Company's results of
                     operations, financial position or liquidity. Effective April 1, 2009, the Company adopted FASB ASC 825-10-65, Financial Instruments  Overall  Transition and Open Effective Date Information ("ASC 825-10-65"). ASC 825-10-65 amends ASC 825-10 to require
                     disclosures about fair value of financial instruments in interim
                     financial statements as well as in annual financial statements and
                     also amends ASC 270-10,
                     Presentation  Interim Reporting  Overall, to require those disclosures in all interim financial statements.
                     The adoption of ASC 825-10-65 did not have a material impact on the
                     Company's results of operations, financial position or liquidity. Effective April 1, 2009, the Company adopted FASB ASC 320-10-65, Investments  Debt and Equity Securities  Overall  Transition and
                        Open Effective Date Information ("ASC 320-10-65). ASC 320-10-65 amends the other-than-temporary
                     impairment guidance in U.S. GAAP to make the guidance more
                     operational and to improve the presentation of other-than-temporary
                     impairments in the financial statements. The adoption ASC 320-10-65
                     did not have a material impact on the Company's results of
                     operations, financial position or liquidity. Effective April 1, 2009, the Company adopted FASB ASC 855-10, Subsequent Events  Overall ("ASC 855-10"). ASC 855-10 establishes general standards of
                     accounting for and disclosure of events that occur after the balance
                     sheet date but before financial statements are issued or are
                     available to be issued. It required the disclosure of the date
                     through which an entity has evaluated subsequent events and the basis
                     for that date  that is, whether that date represents the date the
                     financial statements were issued or were available to be issued. This
                     disclosure should alert all users of financial statements that an
                     entity has not evaluated subsequent events after that date in the set
                     of financial statements being presented. In February 2010, the FASB
                     issued ASU 2010-09,
                     Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-09"). ASU 2010-09 amended the guidance on subsequent
                     events to remove the requirement for SEC filers to disclose the date
                     through which an entity has evaluated subsequent events. Adoption of
                     ASC 855-10, as amended, did not have a material impact on the
                     Company's results of operations, financial position or liquidity. Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) ("ASU 2009-05"). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures  Overall, for the fair value measurement of liabilities. ASU 2009-05 provides
                     clarification that in circumstances in which a quoted price in an
                     active market for the identical liability is not available, a
                     reporting entity is required to measure fair value using certain
                     techniques. ASU 2009-05 also clarifies that when estimating the fair
                     value of a liability, a reporting entity is not required to include a
                     separate input or adjustment to other inputs relating to the
                     existence of a restriction that prevents the transfer of
 9


a liability. ASU 2009-05 also clarifies that both a quoted price in
                     an active market for the identical liability at the measurement date
                     and the quoted price for the identical liability when traded as an
                     asset in an active market when no adjustments to the quoted price of
                     the asset are required are Level 1 fair value measurements. Adoption
                     of ASU 2009-05 did not have a material impact on the Company's
                     results of operations, financial position or liquidity. The Company does not believe that any other recently issued, but not
                     yet effective accounting standards will have a material effect on the
                     Company's consolidated financial position, results of operations or
                     cash flows. 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 $376,001 for the three
                     months ended March 31, 2010, and the Company expects to continue to
                     incur substantial additional losses in the future, including
                     additional development costs, costs related to marketing and
                     manufacturing expenses. The Company has incurred negative cash flows
                     from operations since inception. As of March 31, 2010, the Company
                     had a stockholders' deficiency of $428,717 and cash and cash
                     equivalents of $53,261. The Company is reliant on future funding in
                     accordance with a recapitalization agreement it signed with
                     Fountainhead Capital Management, Ltd. This agreement calls for the
                     advancement to the Company of monthly operating proceeds through
                     August 2010 subject to the Company meeting certain financial
                     benchmarks. The Company believes it would not have enough cash to
                     meet its various cash needs without this funding, and could not meet
                     its obligations beyond August 2010 unless the Company is able to
                     obtain additional cash from the issuance of debt or equity
                     securities.  There is no assurance that additional funds from the
                     issuance of equity will be available for the Company to finance its
                     operations on acceptable terms. If adequate funds are not available,
                     the Company may have to delay development or commercialization of
                     products or technologies that the Company would otherwise seek to
                     commercialize, or cease operations. These conditions raise
                     substantial doubt about the Company's ability to continue as a going
                     concern. The financial statements do not include any adjustments to
                     reflect the possible future effects on the recoverability and
                     classification of assets or the amounts and classification of
                     liabilities that may result from the outcome of this uncertainty. 4.   NOTES PAYABLE As of March 31, 2010 and December 31, 2009, Notes Payable consists of:  March 31, 2010
                           
                           
                           December 31, 2009On December 29, 2009, the Company issued a convertible debenture in
                              the amount of $70,000 payable to Fountainhead Capital Management
                              Limited. This debenture accrues interest rate of 6% per annum, is due
                              August 31, 2010, is secured by a first priority security interest in
                              all of the assets of the Company, and is senior to or
                              pari passu with, all other obligations of the Company, subject to certain
                              conditions. The Holder is entitled to convert all or any amount of
                              the principal face amount of the debenture into shares of common
                              stock of the Company at the conversion price of $0.0125 per share,
                              subject to adjustment and does not require bifurcation. The Company
                              has computed a beneficial conversion feature debt discount of
                              $21,427, which is being amortized over the life of the loan. The note
                              reflects an unamortized discount of $13,381 and $21,252 as of March
                              31, 2010 and December 31, 2009, respectively.
                           
                           
                           56,619
                           
                           
                           48,748On December 29, 2009, the Company issued a convertible debenture in
                              the amount of $371,362 payable to Fountainhead Capital Management
                              Limited. This debenture accrues interest rate of 6% per annum, is due
                              August 31, 2010, is secured by a first priority security interest in
                              all of the assets of the Company, and is senior to or
                              pari passu with, all other obligations of the Company, subject to certain
                              conditions. The Holder is entitled to convert all or any amount of
                              the principal face amount of the debenture then outstanding into
                              shares of common stock of the Company at the conversion price of
                              $0.0125 per share, subject to adjustment and does not require
                              bifurcation. The Company has computed a beneficial conversion feature
                              debt discount of $113,675, which is being amortized over the life of
                              the loan. The note reflects an unamortized discount of $70,989 and
                              $112,747 as of March 31, 2010 and December 31, 2009, respectively.
                           
                           
                           300,373
                           
                           
                           258,615
 10


On December 29, 2009, the Company issued a convertible debenture in
                           the amount of $350,000 payable Regent Private Capital, LLC
                           ("Regent"). This debenture accrues interest rate of 6% per annum, is
                           due August 31, 2010, is secured by a first priority security interest
                           in all of the assets of the Company, and is senior to or
                           pari passu with, all other obligations of the Company, subject to certain
                           conditions. The Holder is entitled to convert all or any amount of
                           the principal face amount of the debenture then outstanding into
                           shares of common stock of the Company at the conversion price of
                           $0.0125 per share, subject to adjustment and does not require
                           bifurcation. On December 29, 2009, this debenture was amended to
                           provide for automatic conversion, subject to the Company authorizing
                           sufficient shares to convert this, and other existing instruments,
                           and transferred to three parties. On January 11, 2010 (see Note 10),
                           these notes were satisfied in accordance with the automatic
                           conversion clause.
                        
                        
                        -
                        
                        
                        350,000On December 29, 2009, the Company issued a convertible debenture in
                           the amount of $453,690 payable Regent Private Capital, LLC
                           ("Regent"). This debenture accrues interest rate of 6% per annum, is
                           due August 31, 2010, is secured by a first priority security interest
                           in all of the assets of the Company, and is senior to or
                           pari passu with, all other obligations of the Company, subject to certain
                           conditions. The Holder is entitled to convert all or any amount of
                           the principal face amount of the debenture then outstanding into
                           shares of common stock of the Company at the conversion price of
                           $0.0125 per share, subject to adjustment and does not require
                           bifurcation. On December 29, 2009, this debenture was amended to
                           provide for automatic conversion, subject to the Company authorizing
                           sufficient shares to convert this, and other existing instruments,
                           and transferred to five parties. On January 11, 2010 (see Note 10),
                           these notes were satisfied in accordance with the automatic
                           conversion clause.
                        
                        
                        -
                        
                        
                        453,690On January 7, 2010, the Company issued a debenture in the amount of
                           $74,500 payable to Fountainhead Capital Management Limited. This
                           debenture accrues interest rate of 6% per annum, is due August 31,
                           2010, is secured by a first priority security interest in all of the
                           assets of the Company, and is senior to or
                           pari passu with, all other obligations of the Company, subject to certain conditions.
                        
                        
                        74,500
                        
                        
                        -On February 3, 2010, the Company issued a convertible debenture in
                           the amount of $70,000 payable to Fountainhead Capital Management
                           Limited. This debenture accrues interest rate of 6% per annum, is due
                           August 31, 2010, is secured by a first priority security interest in
                           all of the assets of the Company, and is senior to or
                           pari passu with, all other obligations of the Company, subject to certain
                           conditions. The Holder is entitled to convert all or any amount of
                           the principal face amount of the debenture then outstanding into
                           shares of common stock of the Company at the conversion price of
                           $0.0125 per share, subject to adjustment and does not require
                           bifurcation. The Company has computed a beneficial conversion feature
                           debt discount of $19,863, which is being amortized over the life of
                           the loan. The note reflects an unamortized discount of $14,540 as of
                           March 31, 2010.
                        
                        
                        55,460
                        
                        
                        -On March 15, 2010, the Company issued a convertible debenture for
                           proceeds received from Fountainhead Capital Management Limited at
                           various times during March, 2010. At March 31, 2010, $102,000 had
                           been received. This debenture accrues interest rate of 6% per annum,
                           is due August 31, 2010, is secured by a first priority security
                           interest in all of the assets of the Company, and is senior to or
                           pari passu with, all other obligations of the Company, subject to certain
                           conditions. The Holder is entitled to convert all or any amount of
                           the principal face amount of the debenture then outstanding into
                           shares of common stock of the Company at the conversion price of
                           $0.0125 per share, subject to adjustment and does not require
                           bifurcation. The Company has computed a beneficial conversion feature
                           debt discount of $25,605, which is being amortized over the life of
                           the loan. The note reflects an unamortized discount of $24,025 as of
                           March 31, 2010.
                        
                        
                        77,975
                        
                        
                        -
 11


Total Notes Payable:
                        
                        $
                        564,927
                        
                        $
                        1,111,053 The following is a schedule of future minimum loan payments:  Twelve months ending March 31,
                           
                           
                           
                           
                           
                           Amount2011
                           
                           
                           
                           
                           $
                           687,8622012
                           
                           
                           
                           
                           
                           -2013
                           
                           
                           
                           
                           
                           -2014
                           
                           
                           
                           
                           
                           -2015
                           
                           
                           
                           
                           
                           -Thereafter
                           
                           
                           
                           
                           
                           -Total
                           
                           
                           
                           
                           $
                           687,862Less debt discount
                           
                           
                           
                           
                           
                           122,935$
                           564,927  As of March 31, 2010, the Company's entire notes payable is secured
                     by a first security interest in all of the assets of the Company. 5.   EQUITY Certain Equity Transactions As prescribed in a previous agreement, in consideration for services
                     provided to the Board of Directors, the Company issued 800,000 shares
                     of its common stock to Steven Girgenti on February 23, 2010. On January 11, 2010, in accordance with the terms prescribed in
                     debentures totaling $803,690, the Company issued 64,295,200 common
                     shares to automatically convert said debentures at the rate of
                     $0.0125 per share. In accordance with the previously filed Certificate of Designation,
                     the Company has sold 140,000 shares of Series B Preferred Stock
                     during the current fiscal year for an aggregate amount of $140,000.
                     These shares yield dividends of 8% per annum, payable in cash or
                     stock at the Company's sole discretion. Series B Preferred Stock can
                     be converted into the Company's Common Stock at a multiple of 80
                     common shares per Series B share at the holder's discretion, or can
                     be redeemed by the Company using the equivalent multiple after the
                     issue's one year anniversary. 6.   SHARE-BASED COMPENSATION Under relevant FASB standard, options are recorded at their fair
                     value on the measurement date. The Company remeasured the fair value
                     of the options or warrants granted at each reporting period until
                     performance under the consulting agreement was completed and the
                     measurement date was reached. The Company expensed the fair value of
                     the instrument granted over the requisite service period which was
                     the term of the consulting agreement, or one year. For employee based awards which consist only of awards made under the
                     "Stock Option Plan" described below, the company follows relevant
                     FASB standards which require companies to estimate the fair value of
                     share-based payment awards on the date of grant using an
                     option-pricing model. 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.  There were
                     no employee stock options granted for the three months ended
                     March 31, 2010. Stock Option Plan The Company has adopted the Vycor Medical, Inc Employee, Director,
                     and Consultant Stock Plan as of February 13, 2008, that includes both
                     incentive stock options and nonqualified stock options to be granted
                     to employees, officers, and consultants, independent contractors,
                     directors and affiliates of the Company.   The board of directors
                     establishes the terms and conditions of all stock options grants,
                     subject to the Plan and applicable provisions of the Internal Revenue
                     Code.  Incentive stock options must be granted at an exercise price
                     not less than the fair market value of the common stock on the grant
                     date.  The options granted to participants owning more than 10% of
                     the Company's outstanding voting stock must be granted at an exercise
                     price not less than 110% of the fair market value of the common stock
                     on the grant date.  The options expire on the date determined by the
                     board of directors, but may not extend mare than 10 years from the
                     grant date, while incentive stock options granted
 12


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. Initial grants totaling 500,000 shares each were issued on February
                     13, 2008 to Kenneth T. Coviello, Chief Executive Officer and Heather
                     N. Vinas, President at an exercise price of $.135 per share.  The
                     options vest 33 1/3 % on each of the first, second, and third
                     anniversary of the grant and expire February 12, 2018. Accordingly,
                     for the nine months ended September 30, 2009, the Company recognized
                     share-based compensation amounts of $28,920 and $28,920, for each of
                     the respective grants. The maximum number of shares of stock which maybe delivered under the
                     plan shall automatically increase by a number sufficient to cause the
                     number of shares covered by the plan to equal 10% of the total number
                     of shares of stock then outstanding on a fully diluted basis. Stock appreciation rights may be granted either on a stand alone
                     basis or in conjunction with all or part of any other stock options
                     granted under the plan.  As of March 31, 2010 there were no awards of
                     any stock appreciation rights. Employment Agreements Amendment to Management Employment Agreements, Warrant Agreements On February 10, 2010, Kenneth T. Coviello, Chief Executive Officer
                     and Heather N. Vinas, President and Chairwoman executed amendments to
                     their existing employment agreements. Each agreed to a modification
                     of monthly compensation from $8,500 to $12,500, and further agreed to
                     forego a provision for potential cash bonus in excess of base
                     compensation. All other terms and conditions of the existing
                     agreements remain in full force. Concurrent with this amendment,
                     Coviello and Vinas each executed amendments to their existing
                     warrants to purchase common stock. These amendments reduce the total
                     number of shares subject to purchase from 80,631,353 to 48,540,708
                     for each officer. All other terms and conditions of these agreements
                     remain in full force. Consulting Agreements FCML Consulting Agreement On February 10, 2010, the Company entered into a Consulting Agreement
                     with Fountainhead Capital Management Limited ("FCML") pursuant to
                     which FCML will provide a number of services to the Company. These
                     services include, but are not limited to, certain strategic advisory
                     services, certain financial services, identifying and evaluating
                     potential investors and or potential merger and acquisition
                     candidates for the Company, and other advisory services. The term of the Consulting Agreement is two years. In consideration
                     for the above, FCML will be paid a monthly retainer of $8,500 plus
                     reasonable out-of-pocket expenses, which shall be accrued and paid
                     (at the option of FCML) in cash (following Vycor completing an
                     additional funding of at least $1.5 million) or in Company stock
                     valued at $0.0125 per share. In addition, upon execution of the
                     Consulting Agreement, the Company shall issue to FCML warrants to
                     purchase 39,063,670 shares of the Company's Common Stock, at a price
                     of $0.0125 per share and is obligated to issue to FCML warrants to
                     purchase an additional 39,063,670 shares of the Company's Common
                     Stock, at a price of $0.0125 per share should new funding totaling $3
                     million in aggregate in Common Stock of Vycor or in securities
                     convertible into Common Stock of Vycor at a price of no less than
                     $0.0125 per share of Common Stock be closed during the term of the
                     Consulting Agreement. All warrants are exercisable over a five-year
                     term. Vycor has the right to terminate this agreement one year
                     commencing with the date of this Agreement if the funding (as defined
                     above) has not occurred by that date. Media Relations Consulting Agreement On February 17, 2010, the Company executed an agreement with Market
                     Media Connect, LLC, ("MMC"), whereby MMC will act as a media
                     relations consultant for the Company. The term of the agreement is
                     six months, cancellable by either party upon 30 days notice.
                     Compensation calls for a monthly retainer of $5,000, reimbursement
                     for certain out of pocket expenses, warrants for the purchase of
                     500,000 shares of the Company's Common Stock at a price not less than
                     $0.07 per share, and certain rights on future funding issues.
 13


Sales, Marketing, and Investor Relations Consulting Agreement On March 9, 2010, the Company entered into an agreement with Joe
                     Simone for consulting services relating to identifying sales and
                     marketing opportunities, increase investor awareness of the Company,
                     identify potential new investors who might have an interest in
                     investing in the Company, and other activities in the furtherance of
                     the above. The term of the agreement is one year, cancellable by the
                     Company upon the providing on notice. In consideration of the above,
                     the Company has issued 750,000 shares of its Common Stock. In
                     addition, at the Company's sole and absolute discretion, based on its
                     assessment of Consultant's performance for the preceding month, may
                     issue warrants to Consultant to purchase up to 250,000 shares of the
                     Company's Common Stock at an exercise price based on the greater
                     of (a) the per share price of the Company's most recent capital raise
                     or (b) $0.0125 per share. All Warrants shall be exercisable for a
                     period of two years from their date of issuance.
 14


Outstanding Rights, Options, and Warrants The details of the outstanding rights, options and warrants and value
                     of such rights, options and warrants are as follows:  STOCK WARRANTS:Number of shares
                           
                           
                           
                           
                           
                           Weighted average exercise price per shareOutstanding at January 1, 2007
                           
                           
                           
                           
                           
                           4,144,300
                           
                           
                           
                           
                           
                           0.43Granted
                           
                           
                           
                           
                           
                           1,143,408
                           
                           
                           
                           
                           
                           0.32Exercised Cancelled or expiredOutstanding at December 31, 2007
                           
                           
                           
                           
                           
                           5,287,708
                           
                           
                           
                           
                           
                           0.41Granted
                           
                           
                           
                           
                           
                           1,365,788
                           
                           
                           
                           
                           
                           0.31ExercisedCancelled or expired
                           
                           
                           
                           
                           
                           (192,576
                           )
                           
                           
                           
                           
                           0.24Outstanding at December 31, 2008
                           
                           
                           
                           
                           
                           6,460,920
                           
                           
                           
                           
                           $
                           0.39Granted
                           
                           
                           
                           
                           
                           32,900,132
                           
                           
                           
                           
                           
                           0.01ExercisedCancelled or expired
                           
                           
                           
                           
                           
                           (3,867,878
                           )
                           
                           
                           
                           
                           0.40Outstanding at December 31, 2009
                           
                           
                           
                           
                           
                           35,493,174
                           
                           
                           
                           
                           $
                           0.03Granted
                           
                           
                           
                           
                           
                           39,063,670
                           
                           
                           
                           
                           
                           0.01ExercisedCancelled or expired
                           
                           
                           
                           
                           
                           (192,576
                           )
                           
                           
                           
                           
                           0.14Outstanding at March 31, 2010
                           
                           
                           
                           
                           
                           74,364,268
                           
                           
                           
                           
                           $
                           0.02STOCK OPTIONS:Outstanding at January 1, 2007
                           
                           
                           
                           
                           
                           -
                           
                           
                           
                           
                           
                           -GrantedExercisedCancelled or expiredOutstanding at December 31, 2007
                           
                           
                           
                           
                           
                           -
                           
                           
                           
                           
                           
                           -Granted
                           
                           
                           
                           
                           
                           1,050,000
                           
                           
                           
                           
                           
                           0.14ExercisedCancelled or expiredOutstanding at December 31, 2008
                           
                           
                           
                           
                           
                           1,050,000
                           
                           
                           
                           
                           $
                           0.14GrantedExercisedCancelled or expired
                           
                           
                           
                           
                           
                           (50,000
                           )
                           
                           
                           
                           
                           0.14Outstanding at December 31, 2009
                           
                           
                           
                           
                           
                           1,000,000
                           
                           
                           
                           
                           $
                           0.14GrantedExercisedCancelled or expiredOutstanding at March 31, 2010
                           
                           
                           
                           
                           
                           1,000,000
                           
                           
                           
                           
                           $
                           0.14
 15


In consideration for being the Company's strategic business advisor,
                     in 2007 the Company issued a warrant to Martin Magida to purchase up
                     to 160,480 shares of the Company's common stock at $.24 per share.
                     The warrant is valid from September 1, 2007 for a period of five
                     years. This warrant was fair valued under the Black-Scholes Model and
                     amortized over the life of the agreement. For the year ended December
                     31, 2009, $4,456 was recognized as share-based compensation in
                     connection with this agreement. In consideration for providing advisory services in 2007, the Company
                     issued a warrant to Robert Guinta to purchase up to 160,480 shares of
                     the Company's common stock at $.24 per share. The warrant is valid
                     from September 1, 2007 for a period of five years. This warrant was
                     fair valued under the Black-Scholes Model and amortized over the life
                     of the agreement. For the year ended December 31, 2009, $4,456 was
                     recognized as share-based compensation in connection with this
                     agreement. As of March 31, 2010, there was approximately $81,000 of total
                     unrecognized compensation costs related to non-vested stock options
                     awards, which are expected to be recognized over a weighted average
                     period of approximately 1.3 years. Stock-based compensation expenses related to stock options granted to
                     non-employees is recognized as the stock options are earned. The
                     Company believes that the fair value of the stock options is more
                     reliably measured than the fair value of the services received. The
                     fair value of the stock options granted is calculated at each
                     reporting date, using the Black-Scholes option-pricing model, until
                     the award vests or there is substantial disincentive for the
                     non-employee not to perform the required services. The following
                     assumptions were used in calculations of the Black Scholes option
                     pricing model:  Risk-free interest rates
                           
                           
                           4 - 5 %Expected life
                           
                           
                           3 yearsExpected dividends
                           
                           
                           0%Expected volatility
                           
                           
                           99%  Stock-based compensation expense charged to operations on options and
                     warrants granted to the above non-employees for the three months
                     ended March 31, 2010 is $2,228. Expected Life.The expected life is based on the "simplified" method described in
                     the SEC Staff Accounting Bulletin, Topic 14:
                     Share-Based Payment. Volatility.Since the Company was a private entity for most of 2007 with no
                     historical data regarding the volatility of its common stock, the
                     expected volatility used for 2006 and 2007 is based on volatility of
                     similar entities, referred to as "guideline" companies. In evaluation
                     similarity, the Company considered factors such as industry, stage of
                     life cycle and size. Risk-Free Interest Rate.The risk-free rate is based on rates approximating U.S. Treasury
                     zero-coupon issues with remaining terms similar to the expected term
                     on the options. Dividend Yield.The Company has never declared or paid any cash dividends and does
                     not plan to pay cash dividends in the foreseeable future, and
                     therefore, used an expected dividend yield of zero in the valuation
                     method. Forfeitures.The relevant FASB standards require the Company to estimate
                     forfeitures at the time of grant, and revise those estimates in
                     subsequent periods if actual forfeitures differ from those estimates.
                     The Company uses historical data, however limited to date, to
                     estimate pre-vesting options forfeitures and record stock-based
                     compensation expense only for those awards that are expected to vest.
                     All stock-based payment awards are amortized on a straight-line basis
                     over the requisite service periods of awards, which are generally the
                     vesting periods. If the Company's actual forfeiture rate is
                     materially different from its estimate, the stock-based compensation
                     expense could be significantly different from what the Company has
                     recorded in the current period. The weighted-average remaining contractual life of outstanding
                     warrants and options is 4.71 and 7.88 years, respectively. 7. 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.
 16


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, 2010
                           
                           
                           
                           
                           
                           
                           
                           
                           December 31, 2009Gross deferred tax assets
                           
                           
                           
                           
                           
                           
                           
                           
                           1,141,000
                           
                           
                           
                           
                           
                           
                           
                           
                           1,032,500Valuation allowance
                           
                           
                           
                           
                           
                           
                           
                           
                           (1,141,000
                           )
                           
                           
                           
                           
                           
                           
                           
                           (1,032,500
                           )Net deferred tax asset
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                             As of March 31, 2010 and December 31, 2009, the Company has U.S.
                     federal net operating loss carryforwards of approximately $3,260,000
                     and $2,950,000, respectively. The federal net operating loss
                     carryforwards expire in the tax years 2027 through 2030. Federal tax laws impose significant restrictions on the utilization
                     of net operating loss carryforwards and research and development
                     credits in the event of a change in ownership of the Company, as
                     defined by the Internal Revenue Code Section 382. The Company's net
                     operating loss carryforwards and research and development credits may
                     be subject to the above limitations. The relevant FASB standard resulted in no adjustments to the
                     Company's liability for unrecognized tax benefits. As of both the
                     date of adoption and as of March 31, 2010 there were no
                     unrecognizable tax benefits. Accordingly, a tabular reconciliation
                     from beginning to ending periods is not provided. The Company will
                     classify any future interest and penalties as a component of income
                     tax expense if incurred. To date, there have been no interest or
                     penalties charged or accrued in relation to unrecognized tax
                     benefits. The Company is subject to federal and state examinations
                     for the year 2006 forward. There are no tax examinations currently
                     in progress. 8. COMMITMENTS AND CONTINGENCIES Lease The Company executed a lease agreement for administrative office
                     space at its current location at 80 Orville Drive, Bohemia, New York.
                     The lease term is nine months ending October 31, 2010. Payments under
                     this lease include fixed amounts for occupancy, plus additional
                     charges for common area, phone equipment, phone usage, secure
                     inventory storage area, office services, and other consumables.
                     Rental expense for the three months ended March 31, 2010 and 2009
                     were $7,751 and $7,653, respectively. 9. SUBSEQUENT EVENTS  FCML Operating Funds Advances In accordance with the Recapitalization agreement, FCML has advanced
                     the Company operating funds on various dates. From April 1, 2010 to
                     date, the Company has received $45,000 in funds, and has issued
                     convertible debentures in like amounts. These debentures bear an
                     interest rate of 6% per annum, are due August 31, 2010, and are
                     convertible into shares of the Company's Common Stock at the rate of
                     $0.0125 per share at the Holder's option. Common Stock Subscriptions From April 13, 2010 through May 10, 2010, the Company accepted
                     Subscription Agreements from eleven subscribers for the purchase of
                     its Common Stock. In accordance with these Agreements, 49,966,665
                     shares were purchased at $0.015 per share, totaling $749,500.
                     Approximately $72,000 of reimbursable out-of-pocket costs were
                     incurred by consultants in furtherance of these transactions. While
                     some of the proceeds have been disbursed to the Company, the majority
                     remain in a Trust Account subject to the issuance of share
                     certificates.
 17


Form S-8 Registration Statement On April 14, 2010, by action by written consent of the Board of
                     Directors, the Company adopted the 2010 Professional/Consultant Stock
                     Compensation Plan. Further, a Form S-8 Registration Statement was
                     filed with the Securities and Exchange Commission on April 16, 2010,
                     registering 934,986 shares for the Plan's use. It was further
                     resolved that these shares be issued to Gregory Sichenzia for
                     services provided to the Company by Sichenzia Ross Friedman Ference
                     LLP, valued at $14,025. The Company issued said shares on April 20,
                     2010. Stock issuance - Simone On April 14, 2010, the Company issued 750,000 shares of its Common
                     Stock to Joe Simone, in accordance with a previously executed
                     consulting agreement. This agreement, calls for Mr. Simone to provide
                     services relating to identifying sales and marketing opportunities,
                     increase investor awareness of the Company, identify potential new
                     investors who might have an interest in investing in the Company, and
                     other activities in the furtherance of the above. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                        AND RESULTS OF OPERATIONS. Forward Looking Statements This Form 10-Q contains some forward-looking statements.
                     Forward-looking statements give our current expectations or forecasts
                     of future events. You can identify these statements by the fact that
                     they do not relate strictly to historical or current facts.
                     Forward-looking statements involve risks and uncertainties.
                     Forward-looking statements include statements regarding, among other
                     things, (a) our projected sales, profitability, and cash flows, (b)
                     our growth strategies, (c) anticipated trends in our industries, (d)
                     our future financing plans and (e) our anticipated needs for working
                     capital. They are generally identifiable by use of the words "may,"
                     "will," "should," "anticipate," "estimate," "plans," "potential,"
                     "projects," "continuing," "ongoing," "expects," "management
                     believes," "we believe," "we intend" or the negative of these words
                     or other variations on these words or comparable terminology. These
                     statements may be found under "Management's Discussion and Analysis
                     of Financial Condition and Results of Operations" and "Description of
                     Business," as well as in this Form 10-Q generally. In particular,
                     these include statements relating to future actions, prospective
                     products or product approvals, future performance or results of
                     current and anticipated products, sales efforts, expenses, the
                     outcome of contingencies such as legal proceedings, and financial
                     results.  Any or all of our forward-looking statements in this report may turn
                     out to be inaccurate. They can be affected by inaccurate assumptions
                     we might make or by known or unknown risks or uncertainties.
                     Consequently, no forward-looking statement can be guaranteed. Actual
                     future results may vary materially as a result of various factors,
                     including, without limitation, the risks outlined under "Risk
                     Factors" and matters described in this Form 10-Q generally. In light
                     of these risks and uncertainties, there can be no assurance that the
                     forward-looking statements contained in this filing will in fact
                     occur. You should not place undue reliance on these forward-looking
                     statements.  The forward-looking statements speak only as of the date on which
                     they are made, and, except to the extent required by federal
                     securities laws, we undertake no obligation to publicly update any
                     forward-looking statements, whether as the result of new information,
                     future events, or otherwise. Organizational History  We were formed as a limited liability company under the laws of the
                     State of New York on June 17, 2005 as "Vycor Medical LLC". On
                     November 14, 2007, we converted into a Delaware corporation and
                     changed our name to "Vycor Medical, Inc." ("Delaware Corporation").
                     Our sole reason for conversion to the Delaware Corporation was to
                     facilitate the raising of additional capital, as prospective
                     investors had expressed resistance to investing in the Company as the
                     NY LLC. At November 14, 2007, we had approximately 1,122 membership
                     units of the NY LLC issued and outstanding. The managing members of
                     the NY LLC determined, in their reasonable business judgment, that
                     such units, in the aggregate, should convert to an aggregate of
                     17,999,999 shares of common stock of the Delaware Corporation. On
                     this basis, we adopted a conversion ratio of 16,048 shares of common
                     stock of the Delaware Corporation for each former unit of the NY LLC.
                     Likewise, all conversion rights, options, warrants and any other
                     rights to acquire units of the NY LLC (including but not limited to
                     units issuable pursuant to the terms of the Fountainhead Bridge Loan
                     Debenture, Fountainhead Warrant to purchase 50.22 units of the NY
                     LLC, the Company's Option Agreement with Fountainhead dated December
                     14, 2006), were converted to conversion rights, options, warrants and
                     rights to acquire common shares of the Delaware Corporation, based on
                     the same conversion ratio. The action authorizing the conversion was
                     adopted by the unanimous consent of the Managing Members of the NY
                     LLC pursuant to the terms of the NY LLC Operating Agreement.
 18


Overview of Business Vycor Medical Inc. is a medical device company headquartered in
                     Bohemia, NY that designs, develops and markets medical devices for
                     use in neurosurgery. The company is ISO 13485:2003 compliant, has
                     U.S. FDA 510(k) clearance for brain and spine surgeries, CE Marking
                     for Europe and Canadian HPB licensing for sale in Canada of its brain
                     retractors. The Company has developed its first product, the ViewSite
                     Brain Access System (VBAS), a next generation brain retractor system.
                     This is now commercialized and revenue generating. The VBAS addresses
                     a market that has not changed materially in over 80 years in contrast
                     to development in surgical technologies. The second product in our pipeline is the Cervical Access System,
                     which, pending receipt of additional funding, requires further
                     prototyping and successful market testing and commercialization
                     launch. We are uncertain that this product will ever reach the
                     commercialization stage. Like the Brain Access System, this product
                     is designed to assist the surgeon in cervical surgeries, allowing the
                     surgeon to gain access to the anterior cervical surgery site. We have received FDA 510(k) clearance for our products. Section
                     510(k) of the United States Food, Drug and Cosmetic Act requires
                     medical device manufacturers to register with the U.S. Food and Drug
                     Administration of their intent to market a medical device at least 90
                     days in advance. The 510(k) submission allows the U.S. Food and Drug
                     Administration to determine whether a device is generally equivalent
                     to similar one already on the market. With the FDA 510(k) clearance,
                     we are authorized to take our products to market in the U.S. without
                     further approvals. Our Products Viewsite Brain Access System (VBAS) The VBAS series is used by neurosurgeons to access the surgical site
                     in the brain. This is done by inserting the VBAS into the brain
                     tissue and then removing the VBAS introducer, leaving the remaining
                     hollow working channel in place to provide the surgeon with access to
                     the precise location desired for surgery. The VBAS is available in multiple sizes and is a single-use product.
                     We intend to add additional models in the future. We believe our Brain Access System offers several advantages over the
                     brain retractor systems, commonly known as ribbon or blade retractors
                     that are metallic. When designing the products, we felt that if we
                     can incorporate certain features into our products, the surgeon
                     reaction and acceptance would be favorable. We attempted to
                     incorporate the following features:  
                           
                           
                           Gently separate delicate tissue by utilizing a tapered forward edge;
                           
                           
                           Minimize venous pressure caused by in the brain;
                           
                           
                           Reduce "target shift" to allow the surgeon to reach the site accurately;
                           
                           
                           Minimize healthy tissue damage while reaching the target site;
                           
                           
                           Allow for accurate neuronavigational image guidance systems ("IGS") performance;
                           
                           
                           Integrate in due course with the leading surgical IGS systems such as
                              Medtronic® and BrainLab®;Stryker and GE
                           
                           
                           Improve surgical outcomes (reducing potential surgeon and hospital
                              liability), for example, decreased insertion tissue trauma, less need
                              for readjustment during surgery and minimum interface surface
                              pressures;
                           
                           
                           Reduce damage to healthy brain tissue potentially leading to shorter
                              post-op recovery and reduced hospital stay
                           
                           
                           To allow direct surgical visualization of brain tissue via optically
                              transparent construction The extent to which we are successful in achieving the above
                     objectives will be judged by the acceptance of the devices in
                     the market. The Brain Access System products have the potential to significantly
                     reduce brain tissue trauma resulting from the currently used
                     retractors and standard access procedures. First, the unique design
                     of the product minimizes the size of the brain entry access necessary
                     for surgical procedures, and in turn the amount of brain tissue
                     exposed. For instance, a brain procedure involving the removal of a
                     7cm cystic astrocyctoma would result in an access site (corticotomy)
                     of approximately 20mm. However, the same procedure that was performed
                     utilizing the Company's Brain Access System product required a
                     corticotomy of only 2mm. Because our products are relatively new to the market, there is no
                     guarantee that any of the abovementioned features would prove
                     effective and be useful by the end user.
 19


Product shortcomings Our products have a few shortcomings:  
                           
                           
                           As compared to existing blade retractors our device diameter is fixed
                              as opposed to variable which might give the surgeon less flexibility
                              once he is at the desired location.
                           
                           
                           The diameters and lengths of our devices are set to specific
                              measurements, which may limit the surgeon to these specific sizes.
                           
                           
                           Depending on the case, usage of a disposable product may be viewed as
                              more costly and may not be accepted by our potential end users. IGS Opportunity for the Brain Access System The VBAS product has the potential to improve surgical use of IGS
                     (Image Guidance Systems) employed in many surgeries, by addressing
                     two substantial IGS-related problems of target shifting and the lack
                     of real-time retractor positioning data during procedures:  Target Shifting The normal surgical procedure utilizing standard retractors in brain
                     surgery require pulling away the healthy tissue to expose the
                     targeted region of the brain located underneath. However, in many
                     cases, the amount of pulling required causes the targeted area to
                     shift away from what is shown on the IGS system. This target shifting
                     then requires the surgeon to cause possible additional trauma to
                     healthy tissue and spend additional time as the shifted target area
                     is located and the retractor is repositioned. The VBAS system is
                     designed to minimize or eliminate target shift, as the elliptical
                     shape of the product distributes relatively uniform pressure on the
                     surrounding brain tissue.  Real-Time Retractor Positioning Data Current retractor technology (commonly known as ribbon or blade
                     retractors) is not well integrated with IGS systems. During
                     insertion, the surgeon typically does not have real-time data to
                     allow visualization of retractor insertion on the IGS monitor. The
                     VBAS product line has the potential to adapt to IGS systems, such
                     that the use of a Brain Access System unit will allow the surgeon to
                     see on the surgical monitor, exactly where the retractor is in
                     relation to critical brain structures and underlying pathologies.
                     With the IGS enabled unit, the tip of the introducer is literally the
                     "pointer" on the IGS system. Brain Access System Product Models  TC-VBAS The series consists of twelve disposable products, offered in four
                     different port diameters of 17mm and 21mm, 12mm and 28 mm and a
                     choice of three lengths for each of 3, 5, and 7cm. Cervical Access Products Subject to the raising of additional capital (which cannot be
                     guaranteed), the Company will continue its preliminary work to design
                     Cervical Access System products which would be used by the surgeon to
                     access the anterior cervical surgical site (the uppermost vertebrae
                     located in the neck). While the Company has filed certain
                     intellectual property applications with respect to this technology,
                     such development is in an early stage. We plan to design the Cervical Access System to:  
                           
                           
                           reduce the possibility of surrounding anatomic tissue damage, which
                              include the trachea, esophagus, carotid artery, recurrent laryngeal
                              and sympathetic nerve;
                           
                           
                           minimize skin disruption with the utilization of tapered outward edges;
                           
                           
                           eliminate retractor induced electrocautery burn injuries because it
                              is made with surgical grade plastic materials;
                           
                           
                           enable stable fixation (directly to the spinal column) in order to
                              avoid accidental displacement and surrounding "tissue creep"; and
                           
                           
                           allows for direct visualization of underlying anatomic structures
                              using optically clear plastic.
 20


Because the Cervical Access System products have not yet been brought
                     to market, there is no guarantee that any of the abovementioned
                     features would prove effective and even so, be welcomed by the end
                     user. Further research and development is needed for a market-ready
                     product. New Products Brain Retractors Subject to the availability of additional financing, the Company's
                     future plans include developing additional Brain Access System
                     retractors. Our goals would be to eventually include retractor lines
                     that are designed for the requirements of specific surgical
                     applications such as aneurisms, tumors and endoscopic work. Additional Applications of Brain Access System and Cervical Access
                           System Technology We believe that our Brain Access System and Cervical Access System
                     technology can be adapted to advance retractor systems for use in
                     other areas of the body. We believe that the key cross-applicable
                     benefits of our technology are:  
                           
                           
                           Promotes minimally invasive procedures from smallest possible entry incision
                           
                           
                           Uniform pressure distribution minimizes collateral tissue damage due
                              to stress points
                           
                           
                           Eliminates "tissue creep" into the surgical field
                           
                           
                           Reduces the number of materials in the surgical field Sales and Marketing We are implementing an educational and marketing strategy to promote
                     product and brand awareness in our target markets including clinical
                     papers and attending trade shows. Domestic Sales Strategy VBAS was launched in November 2008 with a strategy of driving sales
                     through leading neurosurgeons. In this regard, the Company has
                     targeted both the leading neurosurgeons and the leading neurosurgery
                     hospitals. The Company believes that out of the 4,500 neurosurgeons
                     in the US approximately 1,500 focus predominantly on craniotomies or
                     cranial procedures that could potentially benefit from the VBAS
                     product. Management believes that there are approximately 750-1,000
                     hospitals that represent the majority of its target market. We are currently using independent distributors who have existing
                     relationships with neurosurgeons and target hospitals. International Sales In Europe, the company has agreements with three exclusive
                     distributors who are also focused in neurosurgery. In China, Vycor
                     has entered into a distribution agreement, for its VBAS. The Company
                     has not yet received SFDA approval, which is required to sell and
                     market products in this country. Reference Hospitals Program The Company has developed a Reference Hospital Program to identify
                     centers of excellence and to provide neurosurgeons with evidence of
                     support for our products. Manufacturing We have executed agreements with Lacey Manufacturing Company of
                     Bridgeport, Connecticut ("Lacey") and C&J Industries, Meadville PA
                     ("C&J") to provide a full range of engineering, contract
                     manufacturing and logistical support for our products. Lacey and C&J are recognized leaders in the medical contract
                     manufacturing sector, providing vertically integrated full services.
                     They are U.S. Food and Drug Administration registered and meet ISO
                     standards and certifications. Lacey and C&J have shipped orders to
                     Vycor and have made production runs of all 12 sizes.
 21


Market The market for our Brain Access System product lines is the
                     neurosurgical community. The Company has analyzed and estimated the
                     market for its products from an analysis of available statistics,
                     discussion with surgeons, distributors and other market participants.
                     Vycor is currently focusing its attention for VBAS on the US, China
                     and Europe. Competition  Competitive manufacturers of brain retractors include: Cardinal Health (V. Mueller line) Aesculap Integra Life Science Codman (Division of Johnson & Johnson) Cervical Access System competitors include Medtronic, Asculap/B.
                     Braun, Cardinal and Nuvasive, Cloward Instruments, among others. In
                     addition to the standard "blade retractors" distributed by the
                     aforementioned companies, Medtronic distributes the MetRx dilating
                     retractor system. In addition companies such as Endius and EBI have
                     announced cervical retractor systems. Customers The Company sells to regional distributors and hospitals. The Company
                     believes that its products currently are utilized in approximately 50
                     hospitals in the United States. In addition, in 2009 international
                     sales accounted for approximately 25% of revenues. Intellectual Property Patent Applications Below is a table setting out the status and particulars of our patent
                     applications:  Filing date
                           
                           
                           Application No.
                           
                           
                           Country
                           
                           
                           Title
                           
                           
                           Status22-Jun-2005
                           
                           
                           60/692,959
                           
                           
                           US  PROV
                           
                           
                           Surgical Access Instruments For Use With Spinal Or Orthopedic Surgery (Cervical)
                           
                           
                           Converted22-Jun-2006
                           
                           
                           PCT/US06/24243
                           
                           
                           PCT
                           
                           
                           Surgical Access Instruments For Use With Spinal Or Orthopedic Surgery (Cervical)
                           
                           
                           National Phase Completed27-Nov-2006
                           
                           
                           PCT/US06/61246
                           
                           
                           PCT
                           
                           
                           Surgical Access Instruments for use with Delicate Tissues (Brain)
                           
                           
                           National Phase Completed22-Jun-2006
                           
                           
                           2613323
                           
                           
                           Canada
                           
                           
                           Surgical Access Instruments for use with spinal or orthopedic surgery
                           
                           
                           Pending  annuity due 6/22/1022-Jun-2006
                           
                           
                           06785312.7
                           
                           
                           Europe
                           
                           
                           Surgical Access Instruments for use with spinal or orthopedic surgery
                           
                           
                           Pending  annuity due 6/22/1022-Jun-2006
                           
                           
                           299/KOLNP/2008
                           
                           
                           India
                           
                           
                           Surgical Access Instruments for use with spinal or orthopedic surgery
                           
                           
                           Pending22-Jun-2006
                           
                           
                           2008-518369
                           
                           
                           Japan
                           
                           
                           Surgical Access Instruments for use with spinal or orthopedic surgery
                           
                           
                           Published20-Dec-2007
                           
                           
                           11/993,280
                           
                           
                           US  UTIL
                           
                           
                           Surgical Access Instruments for use with spinal or orthopedic surgery
                           
                           
                           Pending
 22


25-Jun-2008
                        
                        
                        08107050.4
                        
                        
                        Hong Kong
                        
                        
                        Surgical Access Instruments for use with spinal or orthopedic surgery
                        
                        
                        Pending18-Sep-2008
                        
                        
                        61/098041
                        
                        
                        US  PROV
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        Converted25-May-2009
                        
                        
                        2670631
                        
                        
                        Canada
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        Pending  annuity due 11/27/1026-May-2009
                        
                        
                        06840022.5
                        
                        
                        Europe
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        Pending  annuity due 11/30/1026-May-2009
                        
                        
                        1977/KOLNP/2009
                        
                        
                        India
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        Pending  exam due 11/27/1027-May-2009
                        
                        
                        2009-539227
                        
                        
                        Japan
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        Pending26-Jun-2009
                        
                        
                        2009124446
                        
                        
                        Russia
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        Pending27-Jul-2009
                        
                        
                        200680056889.9
                        
                        
                        China
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        Hong Kong due 6/30/1021-Aug-2009
                        
                        
                        12/545686
                        
                        
                        US  CON
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                        
                        
                        Pending21-Aug-2009
                        
                        
                        12/545719
                        
                        
                        US  CON
                        
                        
                        Surgical Access Instruments for use with Delicate Tissues (Brain)
                           (apparatus claims)
                        
                        
                        Pending The inventor on the above-indicated patent applications was Dr. John
                     Mangiardi, who assigned the rights to the Sawmill Trust on September
                     17, 2005 under the terms of an assignment agreement between the
                     parties. The Sawmill Trust then, in turn, assigned the same rights to
                     the Company on September 17, 2005 pursuant to an assignment agreement
                     between the Sawmill Trust and the Company dated the same date. Trademarks VYCOR MEDICAL is a registered trademark, (registered 3,482,285 
                     8/5/2008) and VIEWSITE is pending registration as a trademark with
                     the United States Patent and Trademark Office. Insurance We presently have Directors' and Officers' Liability Insurance and
                     Product Liability insurance. Government Regulations We are committed to an integrated total quality management system. We
                     have completed the necessary procedures and are certified to the ISO
                     standards expected of medical device manufacturers as follows: ISO 13485:2003 Medical Devices  Quality Management Systems The certification of a quality management system to ISO 13485,
                     specifically for medical devices, is advantageous and often essential
                     for medical companies to export their products to the global market,
                     as well as maintain and enter into certain agreements and business
                     growth opportunities within the U.S. For example, Canada requires
                     that medical device manufacturers marketing their products in Canada
                     must have a quality system certified to ISO 13485:2003. The
                     certification is also required for placement of branded devices into
                     the European Union.
 23


In November 2009, we successfully passed our re-certification audit
                     through Intertek. Recertification audits are required every 3 years
                     while surveillance audits occur annually in between. We have the following certification/licensing.  Fully Quality Assurance System Directive 93/42/EEC for Medical
                     Devices, Annex II (3)  EC Design-Examination Certificate Directive 93/42/EEC for Medical
                     Devices, Annex II (4)  ISO 13485.2003  HPB Licensing for Canada Continuing Regulatory Requirements Governmental regulation in the United States and other countries is a
                     significant factor affecting the research and development,
                     manufacture and marketing of medical devices, including our products.
                     In the United States, the FDA has broad authority under the Federal
                     Food, Drug and Cosmetic Act (the FD&C Act) to regulate the
                     development, distribution, manufacture, marketing and sale of medical
                     devices. Foreign sales of medical devices are subject to foreign
                     governmental regulation and restrictions that vary from country
                     to country. Medical devices intended for human use in the United States are
                     classified into one of three categories, depending upon the degree of
                     regulatory control to which they will be subject. Such devices are
                     classified by regulation into either Class I general controls, Class
                     II special standards or Class III pre-market approval (PMA),
                     depending upon the level of regulatory control required to provide
                     reasonable assurance of the safety and effectiveness of the device. Most Class I devices are exempt from pre-market notification (510(k))
                     or PMA. However Class I devices are subject to "general controls,"
                     including compliance with FDA manufacturing requirements (Quality
                     System Regulation (QSR), sometimes referred to as current good
                     manufacturing practices or CGMPs), adverse event reporting, labeling
                     and other requirements. Class II devices are subject to general
                     controls and to the pre-market notification requirements under
                     Section 510(k) of the FD&C Act. For a 510(k) to be cleared by the
                     FDA, the manufacturer must demonstrate to the FDA that a device is
                     substantially equivalent to another legally marketed device that was
                     either cleared through the 510(k) process or on the market prior to
                     1976. It generally takes four to twelve months from the date of
                     submission to obtain 510(k) clearance although it may take longer.
                     Class III is the most stringent regulatory category for devices.
                     Class III devices are those for which insufficient information exists
                     to assure safety and effectiveness solely through general or special
                     controls. Class III devices are usually those that support or sustain
                     human life, are of substantial importance in preventing impairment of
                     human health, or which present a potential, unreasonable risk of
                     illness or injury. Class III devices also include devices that are
                     not substantially equivalent to other legally marketed devices. To
                     obtain approval to market a Class III device, a manufacturer must
                     obtain FDA approval of a PMA application. The PMA process requires
                     more data, including ordinarily data from clinical studies testing
                     the device in humans, takes longer and is typically a significantly
                     more complex and expensive process than the 510(k) procedure.
                     Clinical studies of devices in humans is also subject to regulation
                     by the FDA. Testing must be conducted in compliance with the
                     investigational device exemption (IDE) regulations. According to the US FDA, our products have been classified as Class
                     II products and cleared for marketing through the 510(k) process. We can provide no assurance that we will be able to maintain and
                     obtain clearances or approvals needed to introduce new products and
                     technologies. After a device is placed on the market, numerous
                     regulatory requirements apply. These include:  
                           
                           
                           quality system regulation, which requires manufacturers to follow
                              design, testing, control, documentation and other quality assurance
                              procedures during the manufacturing process;
                           
                           
                           labeling regulations, which prohibit the promotion of products for
                              unapproved or "off-label" uses and impose other restrictions on
                              labeling; and
                           
                           
                           medical device reporting regulations, which require that
                              manufacturers report to the FDA if their device may have caused or
                              contributed to a death or serious injury or malfunctioned in a way
                              that would likely cause or contribute to a death or serious injury if
                              it were to recur. Failure to comply with applicable regulatory requirements can result
                     in enforcement action by the FDA, which may include any of the
                     following sanctions:
 24



                           
                           
                           fines, injunctions, and civil penalties;
                           
                           
                           recall or seizure of our products;
                           
                           
                           operating restrictions, partial suspension or total shutdown of production;
                           
                           
                           refusing a request for 510(k) clearance or premarket approval of new products;
                           
                           
                           withdrawing 510(k) clearance or premarket approvals that are already
                              granted; and
                           
                           
                           criminal prosecution. Medical device laws are also in effect in many of the countries
                     outside of the United States in which we will do business. These laws
                     range from comprehensive device approval and quality system
                     requirements for some or all of our medical device products to simple
                     requests for product data or certifications. The number and scope of
                     these requirements are increasing. In June 1998, the European Union
                     Medical Device Directive became effective, and all medical devices
                     must meet the Medical Device Directive standards and receive CE mark
                     certification. CE mark certification involves a comprehensive Quality
                     System program, and submission of data on a product to the Notified
                     Body in Europe. We have obtained the CE marking approval to allow for distribution of
                     our VBAS products in Europe and have received our HPB licensing
                     approval for distribution in Canada. Health Care Regulatory Issues The health care industry is highly regulated and the regulatory
                     environment in which we operate may change significantly in the
                     future. In general, regulation of health care-related companies is
                     increasing. We anticipate that Congress and state legislatures will
                     continue to review and assess alternative health care delivery and
                     payment systems. We cannot predict what impact the adoption of any
                     federal or state health care reform measures may have on our business. We regularly monitor developments in statutes and regulations
                     relating to our business. We may be required to modify our
                     agreements, operations, marketing and expansion strategies from time
                     to time in response to changes in the statutory and regulatory
                     environment. We plan to structure all of our agreements, operations,
                     marketing and strategies in accordance with applicable law, although
                     we can provide no assurance that our arrangements will not be
                     challenged successfully or that required changes may not have a
                     material adverse effect on our business, financial condition, results
                     of operations and cash flows. We believe that the discussion above summarizes all of the material
                     health care regulatory requirements to which we currently are
                     subject. Complying with these regulatory requirements may involve
                     expense to us, delay in our operations and/or restructuring of our
                     business relationships. Violations could potentially result in the
                     imposition of civil and/or criminal penalties. Results of Operations Comparison of the Three Months Ended March 31, 2010 to the Three
                           Months Ended March 31, 2009  The following table presents the dollar amount changes from period to
                     period of the line-items included in our Statements of Operations for
                     the three months ended March 31, 2010 and 2009:  Three months ended:
                           
                           
                           
                           
                           
                           2010
                           
                           
                           
                           
                           
                           
                           
                           
                           2009
                           
                           
                           
                           
                           
                           Increase/(Decrease)Revenue:Sales
                           
                           
                           
                           
                           $
                           64,285
                           
                           
                           
                           
                           $
                           70,088
                           
                           
                           
                           
                           $
                           (5,803
                           )Cost of Goods Sold
                           
                           
                           
                           
                           
                           12,498
                           
                           
                           
                           
                           
                           9,503
                           
                           
                           
                           
                           
                           2,995Gross Profit
                           
                           
                           
                           
                           
                           51,787
                           
                           
                           
                           
                           
                           60,585
                           
                           
                           
                           
                           
                           (8,798
                           )Operating expenses:Research and development
                           
                           
                           
                           
                           
                           4,886
                           
                           
                           
                           
                           
                           -
                           
                           
                           
                           
                           
                           4,886General and administrative
                           
                           
                           
                           
                           
                           353,765
                           
                           
                           
                           
                           
                           341,965
                           
                           
                           
                           
                           
                           11,800Operating loss
                           
                           
                           
                           
                           
                           (306,864
                           )
                           
                           
                           
                           
                           (281,380
                           )
                           
                           
                           
                           
                           (25,484
                           )Interest Expense
                           
                           
                           
                           
                           
                           69,137
                           
                           
                           
                           
                           
                           138,754
                           
                           
                           
                           
                           
                           (69,617
                           )Net loss
                           
                           
                           
                           
                           $
                           (376,001
                           )
                           
                           
                           
                           $
                           (420,134
                           )
                           
                           
                           
                           $
                           44,133
 25


Revenue: The company recorded revenue of $64,285 from the sale of our products
                     in the three months ended March 31, 2010 compared to $70,088 in the
                     three months ended March 31, 2009. This included sales of various
                     quantities of each of the twelve sizes of its Brain Access System
                     product to both domestic and international customers. Research and Development Expenses: Research and development expenses increased from $0 to $4,886 for the
                     three months ended March 31, 2010. General and Administrative Expenses: General and administrative expenses increased by $11,800 from
                     $341,965 for the three months ended March 31, 2009 to $353,765 for
                     the three months ended March 31, 2010. Interest Expense: The company recorded interest expense of $69,137 and $138,754 for the
                     three months ended March 31, 2010 and 2009, respectively. The
                     decrease in interest expense is attributable to a conversion of
                     debentures to equity. Liquidity and Capital Resources  As of March 31, 2010, we had $53,261 cash, a working capital deficit
                     of $728,534 and an accumulated deficit of $5,252,689 through March
                     31, 2010. Our operating activities used $331,807 in cash for the
                     quarter period ended March 31, 2010. The Company is reliant on future funding in accordance with a
                     recapitalization agreement it signed with Fountainhead Capital
                     Management Limited. This agreement calls for the advancement to the
                     Company of monthly operating proceeds through August 2010 subject to
                     the Company meeting certain financial benchmarks. The Company
                     believes it would not have enough cash to meet its various cash needs
                     without this funding, and could not meet its obligations beyond
                     August 2010 unless the Company is able to obtain additional cash from
                     the issuance of debt or equity securities. There is no assurance that
                     additional funds from the issuance of equity will be available for
                     the Company to finance its operations on acceptable terms. If
                     adequate funds are not available, the Company may have to delay
                     development or commercialization of products or technologies that the
                     Company would otherwise seek to commercialize, or cease operations.
                     These conditions raise substantial doubt about the Company's ability
                     to continue as a going concern. The financial statements do not
                     include any adjustments to reflect the possible future effects on the
                     recoverability and classification of assets or the amounts and
                     classification of liabilities that may result from the outcome of
                     this uncertainty. We believe that the level of financial resources is a significant
                     factor for our future development, and accordingly we may choose at
                     any time to raise capital through private debt or equity financing to
                     strengthen our financial position, facilitate growth and provide us
                     with additional flexibility to take advantage of business
                     opportunities. There is no guarantee that any offering will be
                     completed, and if completed, the specific terms and conditions. We do
                     not have immediate plans to have a public offering of our common
                     stock and there is no guarantee that any such offering would be
                     successful or be completed on terms which are beneficial to
                     the Company.  Going Concern Our independent auditors have added an explanatory paragraph to their
                     audit issued in connection with the financial statements for the
                     period ended December 31, 2009, relative to our ability to continue
                     as a going concern. This means that there is substantial doubt that
                     the company can continue as an ongoing business for the next 12
                     months. The financial statements do not include any adjustments that
                     might result from the uncertainty about our ability to continue our
                     business. The company has incurred losses since inception, including
                     net losses of $1,141,383 for the year ended December 31, 2009 and
                     $376,001 for the three months ended March 31, 2010, and expects to
                     incur substantial additional losses, including additional development
                     costs, costs related to clinical trials and manufacturing expenses.
                     The company has incurred negative cash flows from operations since
                     inception. As of March 31, 2010 and December 31, 2009, the company
                     had stockholders' deficiencies of $5,252,689 and $4,876,688,
                     respectively, and cash and cash equivalents balance of $53,261 and
                     $12,771 at March 31, 2010 and December 31, 2009, respectively. Since
                     there is no record of profitable operations, there is high a
                     possibility that you may suffer a complete loss of your investment.
                     Because our auditors have issued a going concern opinion, there is
                     substantial uncertainty we will continue operations in which case you
                     could lose your investment. In these circumstances the Company
                     believes it may not have enough cash to meet ongoing cash needs
                     unless the Company is able to obtain additional cash from the
                     issuance of debt or equity securities. There is no assurance that
                     additional funds from the issuance of equity will be available for
                     the
 26


Company to finance its operations on acceptable terms. These
                     conditions raise substantial doubt about the Company's ability to
                     continue as a going concern. The financial statements do not include
                     any adjustments to reflect the possible future effects on the
                     recoverability and classification of assets or the amounts and
                     classification of liabilities that may result from the outcome of
                     this uncertainty. Recently Issued Accounting Pronouncements The Company has adopted all recently issued accounting
                     pronouncements. The adoption of the accounting pronouncements,
                     including those not yet effective, is not anticipated to have a
                     material effect on the financial position or results of operations of
                     the Company. Critical Accounting Policies and Estimates Uses of estimates in the preparation of financial statements  The preparation of financial statements in conformity with accounting
                     principles generally accepted in the United States ("GAAP") requires
                     management to make estimates and assumptions that affect the amounts
                     reported in the financial statements and accompanying notes.
                     Currently, the Company estimates depreciation, amortization of
                     intangible assets, and the fair values of options and warrants.  The most critical estimates that impact the financial position and
                     results of operation of the company have to do with the methodologies
                     and assumptions used in determining the fair value of various debt
                     estimates. These include assumptions associated with warrants,
                     options and stock issued in conjunction with such debt. Additionally,
                     the Black-Scholes option pricing model and its related assumptions of
                     volatility, risk free interest, stock price also significantly
                     impacted share based compensation and the results of operations.  Research and Development  The Company expenses all research and development costs as incurred.
                     For the three months ended March 31, 2010 and 2009, the amounts
                     charged to research and development expenses were $4,886 and $0,
                     respectively. Cash and cash equivalents  The Company considers all highly liquid debt investments with
                     original maturities of six months or less when purchased to be cash
                     equivalents. The carrying amounts approximate fair market value
                     because of the short maturity. The Company maintains cash balances at
                     various financial institutions. Accounts at each institution are
                     insured by the Federal Deposit Insurance Corporation up to $250,000.
                     The Company's accounts at these institutions may, at times, exceed
                     the federally insured limits. The Company has not experienced any
                     losses in such accounts.  Fair Values of Financial Instruments  At March 31, 2010 and 2009, fair values of cash and cash equivalents,
                     accounts payable, convertible promissory notes, and options and
                     warrants approximate their carrying amount due to the short period of
                     time to maturity and various fair value model calculations.  Property and equipment  The Company records property and equipment at cost and calculates
                     depreciation using the straight-line method over the estimated useful
                     life of the assets, which is estimated to be between three and
                     ten years.  Income taxes  The Company accounts for income taxes in accordance with SFAS 109, Accounting for Income Taxes. This statement prescribes the use of the liability method whereby
                     deferred tax assets and liability account balances are determined
                     based on differences between financial reporting and tax bases of
                     assets and liabilities and are measured using the enacted tax rates
                     and laws that will be in effect when the differences are expected to
                     reverse. The Company provides a valuation allowance, if necessary, to
                     reduce deferred tax assets to their estimated realizable value.
 27


Patents  The Company capitalizes legal and related costs associated with the
                     establishment of patents for its products. Costs associated with the
                     development of the patented item or process are charged to research
                     and development costs as incurred. The costs associated with the
                     establishment of the patents are amortized over the life of
                     the patent.  The Company reviews existing patents as well as those in the approval
                     process for impairment on an annual basis using a present value, cash
                     flow method pursuant to Statement of Financial Accounting Standards
                     142, Goodwill and Other Intangible Assets. Since the Company's
                     patents are either very new or still in the process of approval, the
                     Company does not believe that any impairment of these amounts exists.  Revenue Recognition  The Company records revenue at the time, pursuant to Staff Accounting
                     Bulletin Topic 13(a), that a completed contract for the sale exists,
                     title transfers to the buyer and the product is invoiced and shipped
                     to the customer. The Company intends to sell a surgical access system
                     which has already cleared the U.S. FDA 510(k) review process. It has
                     been granted a 510(k) number to market to hospitals and other medical
                     professionals. The Company does not expect the need to provide for
                     product returns or warrantee costs but will review such potential
                     costs after the commencement of sales. Educational and marketing expenses  The Company may incur costs for the education of customers on the
                     uses and benefits of its products. The Company will expense such
                     costs as a component of selling, general and administrative costs as
                     such costs are incurred. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable ITEM 4A(T). CONTROLS AND PROCEDURES  (a)
                           
                           
                           Disclosure Controls and ProceduresThe Company's management, with the participation of its principal
                              executive officer and principal financial officer, has evaluated the
                              effectiveness of the Company's disclosure controls and procedures (as
                              defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange
                              Act of 1934, as amended (the "Exchange Act")) as of the end of the
                              period covered by this Quarterly Report on Form 10-Q. Based on such
                              evaluation, the Company's principal executive officer and principal
                              financial officer have concluded that, as of the end of such period,
                              the Company's disclosure controls and procedures were adequate and
                              effective.(b)
                           
                           
                           Changes in Internal ControlsThere have not been any changes in the Company's internal control
                                 over financial reporting (as such term is defined in
                                 Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
                                 quarter ended March 31, 2010 that have materially affected, or are
                                 reasonably likely to materially affect, the Company's internal
                                 control over financial reporting. PART II ITEM 1. LEGAL PROCEEDINGS We are subject from time to time to litigation, claims and suits
                     arising in the ordinary course of business. As of March 31, 2010, we
                     were not a party to any material litigation, claim or suit whose
                     outcome could have a material effect on our financial statements. ITEM 1A.RISK FACTORS. As a "smaller reporting company" as defined by Item 10 of Regulation
                     S-K, the Company is not required to provide information required by
                     this Item.
 28


ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On January 11, 2010, the Company issued 531,376,500 shares of common
                     stock to Fountainhead Capital Management Limited in accordance with
                     the terms of a Debenture Exchange Agreement dated as of December 29,
                     2009 (see Exhibit 4.1 to the Company's Form 8-K Current Report filed
                     with the SEC on January 6, 2010). On January 11, 2010, the Company issued 4,000,000 shares of common
                     stock to Jodi Yeager on the conversion of $50,000 face value of the
                     Company's convertible debenture. On January 11, 2010, the Company issued 8,787,600 shares of common
                     stock to Panamerica Capital Group, Inc. on the conversion of $109,845
                     face value of the Company's convertible debenture. On January 11, 2010, the Company issued 9,187,600 shares of common
                     stock to Hyperlink Media, LLC on the conversion of $114,845 face
                     value of the Company's convertible debenture. On January 11, 2010, the Company issued 10,320,000 shares of common
                     stock to Karen Ginder on the conversion of $129,000 face value of the
                     Company's convertible debenture. On January 11, 2010, the Company issued 4,000,000 shares of common
                     stock to Accessible Development Corp. on the conversion of $50,000
                     face value of the Company's convertible debenture. On January 11, 2010, the Company issued 16,000,000 shares of common
                     stock to Altitude Group, LLC on the conversion of $200,000 face value
                     of the Company's convertible debenture. On January 11, 2010, the Company issued 6,000,000 shares of common
                     stock to Mario Zachariou on the conversion of $75,000 face value of
                     the Company's convertible debenture. On January 11, 2010, the Company issued 6,000,000 shares of common
                     stock to Anthony Cantor on the conversion of $75,000 face value of
                     the Company's convertible debenture. On January 12, 2010, SLJ Consulting Corp. purchased 80,000 shares of
                     the Company's series B Preferred Stock for $80,000 cash. On January 12, 2010, Joseph Simone purchased 35,000 shares of the
                     Company's series B Preferred Stock for $35,000 cash. On February 23, 2010, in consideration for services provided to the
                     Board of Directors (valued at $10,000), the Company issued 800,000
                     shares of its common stock to Steven Girgenti. On March 11, 2010, Kenneth D. Watkins purchased 25,000 shares of the
                     Company's series B Preferred Stock for $25,000 cash. On April 13, 2010, Jane G. Ellis purchased 6,666,667 shares of the
                     Company's common stock for $100,000 cash. On May 1, 2010, Jack Lens purchased 3,333,333 shares of the Company's
                     common stock for $50,000 cash. On May 4, 2010, Myles K. Wittenstein purchased 3,300,000 shares and
                     Guri Dauti purchased 2,333,333 shares for $49,500 and $35,000 cash,
                     respectively. On May 5, 2010, Thomas Ambrose purchased 3,333,333 shares, George
                     Crawford purchased 13,333,333 shares, and Glenn Fleischacker
                     purchased 3,333,333 shares for $50,000, $200,000, and $50,000 cash,
                     respectively. On May 7, 2010, Stanley Katz purchased 6,000,000 shares, Duane John
                     Renfro purchased 3,333,333 shares, Gerda van Hoeydonck purchased
                     3,333,333 shares, and Datavision Computer Video, Inc. purchased
                     1,666,667 shares for $90,000, $50,000, $50,000, and $25,000 cash,
                     respectively. The securities issued in the abovementioned transactions were issued
                     in connection with private placements exempt from the registration
                     requirements of Section 5 of the Securities Act of 1933, as amended,
                     pursuant to the terms of Section 4(2) of that Act and Rule 506 of
                     Regulation D. ITEM 3 DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None.
 29


ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS Index to Exhibits  31.1
                           
                           
                           Certification of Chief Financial Officer under Rule 13(a) - 14(a) of
                              the Exchange Act.31.2
                           
                           
                           Certification of Chief Executive Officer under Rule 13(a) - 14(a) of
                              the Exchange Act.32
                           
                           
                           Certification of CEO and CFO under 18 U.S.C. Section 1350
 30


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 May 12, 2010.   VYCOR MEDICAL, INC.By:
                           
                           
                           /s/ Kenneth T. CovielloKenneth T. CovielloChief Executive Officer and Director (Principal Financial Officer)/s/ Heather N. VinasHeather N. VinasPresident and Director (Principal Executive Officer)
 31