##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-QSB
 (Mark One)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2007
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from  to .
 Commission File number 0-935
 
 CYTOCORE, INC.
 (Exact Name of Small Business Issuer as Specified in Its Charter)
 Delaware
    
    36-4296006(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 Chicago, IL 60610  (Address of Principal Executive Offices)
 (312) 222-9550  (Issuers Telephone Number, including Area Code)
 N/A  (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 þ o
 o þ
  352,860,546
 o þ




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##### Table of Contents



CYTOCORE, INC.
 QUARTERLY REPORT ON FORM 10-QSB
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statementsa) Condensed Consolidated Balance Sheets  June 30, 2007 (unaudited) and December 31, 2006
    
    
    3b) Condensed Consolidated Statements of Operations  Three and six months ended June 30, 2007 and June 30, 2006 (unaudited)
    
    
    4c) Condensed Consolidated Statements of Cash Flows  Six months ended June 30, 2007 and June 30, 2006 (unaudited)
    
    
    5d) Condensed Consolidated Statement of Stockholders Equity (Deficit)  Six months ended June 30, 2007 (unaudited)
    
    
    6e) Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    15Item 3. Controls and Procedures
    
    
    19PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    24Item 6.
Exhibits
    
    
    24SIGNATURES
    
    
    25EXHIBIT INDEX
    
    
    26Certificate of Amendment to Certificate of IncorporationSection 302 Certification of Principal Executive OfficerSection 302 Certification of Principal Financial OfficerSection 906 Certification of Principal Executive OfficerSection 906 Certification of Principal Financial Officer
 2




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##### Table of Contents



PART I.  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CYTOCORE, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share amounts)
 June 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    2,631
    
    
    $
    874Accounts receivable
    
    
    12
    
    
    
    24Prepaid expenses and other current assets
    
    
    70
    
    
    
    122Total current assets
    
    
    2,713
    
    
    
    1,020Fixed assets, net
    
    
    462
    
    
    
    242Licenses, patents and technology, net of amortization
    
    
    20
    
    
    
    20Total assets
    
    $
    3,195
    
    
    $
    1,282Liabilities and Stockholders DeficitCurrent Liabilities:Accounts payable
    
    $
    1,130
    
    
    $
    1,434Accrued payroll costs
    
    
    114
    
    
    
    421Accrued expenses
    
    
    1,339
    
    
    
    1,825Deferred revenue
    
    
    25
    
    
    
    25Notes payable
    
    
    70
    
    
    
    425Total current liabilities
    
    
    2,678
    
    
    
    4,130Long
term liabilities:Convertible securities
    
    
    
    
    
    
    567Commitments and Contingencies
    
    
    
    
    
    
    Stockholders Equity (Deficit):Preferred stock, $0.001 par value; 10,000,000 shares authorized; 440,735 and 574,642 shares issued and
outstanding at June 30, 2007 and December 31, 2006, respectively (Liquidation value of all
classes of preferred stock $3,217 at June 30, 2007)
    
    
    1,832
    
    
    
    2,920Common stock, $0.001 par value; 500,000,000 shares authorized; 352,630,801 and 312,429,579 shares
issued and 352,438,713 and 312,237,491 shares outstanding at June 30, 2007 and December 31,
2006, respectively
    
    
    353
    
    
    
    312Additional paid-in-capital
    
    
    79,690
    
    
    
    70,925Treasury stock: 192,088 shares at June 30, 2007 and December 31, 2006
    
    
    (327
    )
    
    
    (327
    )Accumulated deficit
    
    
    (80,955
    )
    
    
    (77,170
    )Accumulated comprehensive lossCumulative translation adjustment
    
    
    (76
    )
    
    
    (75
    )Total stockholders equity (deficit)
    
    
    517
    
    
    
    (3,415
    )Total liabilities and stockholders equity
    
    $
    3,195
    
    
    $
    1,282
  3




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CYTOCORE, INC
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
 Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Unaudited)
    
    
    (Unaudited)Net revenues
    
    $
    40
    
    
    $
    49
    
    
    $
    18
    
    
    $
    26Operating expensesCost of revenues (includes an impairment charge of property
assets of $169 for the six months ended June 30, 2006,
net of settlement of trade debt of $95 for the three and six
months ended June 30, 2006)
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    (69
    )Research and development (net of settlement of trade debt of
$67 for the three and six months ended June 30, 2007,
and $138 for the three and six months ended
June 30, 2006)
    
    
    1,213
    
    
    
    293
    
    
    
    817
    
    
    
    227Selling, general, and administrative (net of interest settlement
of $85 for the six months ended June 30, 2007 and net of
settlement of trade debt, interest and lease obligation of
$718 for the three and six months ended June 30, 2006)
    
    
    2,308
    
    
    
    3,362
    
    
    
    601
    
    
    
    2,392Total operating expenses
    
    
    3,521
    
    
    
    3,755
    
    
    
    1,418
    
    
    
    2,550Operating loss
    
    
    (3,481
    )
    
    
    (3,706
    )
    
    
    (1,400
    )
    
    
    (2,524
    )Other incomeUnrealized gain on convertible securities
    
    
    7
    
    
    
    
    
    
    
    386
    
    
    
    Interest income
    
    
    2
    
    
    
    1
    
    
    
    2
    
    
    
    1Total other income
    
    
    9
    
    
    
    1
    
    
    
    388
    
    
    
    1Net loss
    
    
    (3,472
    )
    
    
    (3,705
    )
    
    
    (1,012
    )
    
    
    (2,523
    )Preferred stock dividend
    
    
    (313
    )
    
    
    (648
    )
    
    
    
    
    
    
    (648
    )Net loss applicable to common stockholders
    
    $
    (3,785
    )
    
    $
    (4,353
    )
    
    $
    (1,012
    )
    
    $
    (3,171
    )Basic and diluted net loss per common share
    
    $
    (0.01
    )
    
    $
    (0.02
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )Basic and diluted weighted average number
of common shares outstanding
    
    
    332,051,977
    
    
    
    198,260,257
    
    
    
    344,432,130
    
    
    
    232,343,123
  4




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CYTOCORE, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Six months endedJune 30,2007
    
    
    2006(Unaudited)Operating activities:Net loss
    
    $
    (3,472
    )
    
    $
    (3,705
    )Adjustments to reconcile net loss to net cash used in operating activities:Amortization of debt discount
    
    
    
    
    
    
    145Depreciation and amortization
    
    
    11
    
    
    
    21Gain on settlement of trade indebtedness
    
    
    (152
    )
    
    
    (951
    )Impairment charge of property asset
    
    
    
    
    
    
    169Interest charge on note conversion settled in stock
    
    
    
    
    
    
    1,321Notes issued in payment of an expense
    
    
    
    
    
    
    48Stock and warrants issued in settlement of debt
    
    
    467
    
    
    
    166Stock and warrants issued to non-employees for services
    
    
    337
    
    
    
    590Unrealized gain on convertible securities
    
    
    (7)
    
    
    
    Non-cash compensation expense
    
    
    492
    
    
    
    Non-cash interest related to warrant modification
    
    
    182
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    12
    
    
    
    (37
    )Inventories
    
    
    
    
    
    
    26Prepaid expenses and other current assets
    
    
    52
    
    
    
    Accounts payable
    
    
    (239
    )
    
    
    (655
    )Accrued expenses
    
    
    (707
    )
    
    
    239Net cash used in operating activities
    
    
    (3,024
    )
    
    
    (2,623
    )Investing activities:Purchases of fixed assets
    
    
    (231
    )
    
    
    (1
    )Net cash used in investing activities
    
    
    (231
    )
    
    
    (1
    )Financing activities:Net proceeds from issuance of common stock
    
    
    3,128
    
    
    
    4,880Proceeds from exercise of warrants
    
    
    2,189
    
    
    
    39Proceeds from exercise of options
    
    
    50
    
    
    
    Lease obligation
    
    
    
    
    
    
    (96
    )Payment of notes payable
    
    
    (355
    )
    
    
    (50
    )Net cash provided by financing activities
    
    
    5,012
    
    
    
    4,773Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    (11
    )Net increase in cash and cash equivalents
    
    
    1,757
    
    
    
    2,138Cash and cash equivalents at the beginning of period
    
    
    874
    
    
    
    Cash and cash equivalents at end of period
    
    $
    2,631
    
    
    $
    2,138Supplemental disclosure of cash flow information:Cash paid during the period for:Interest
    
    $
    51
    
    
    $
    Non-cash transactions during the period for:Financing costs
    
    $
    
    
    
    $
    65Convertible promissory notes and accrued interest converted into common stock
    
    $
    
    
    
    $
    1,973Preferred stock and cumulative dividends converted into common stock
    
    $
    1,087
    
    
    $
    4,217Convertible securities
    
    $
    560
    
    
    $
    
  5




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CYTOCORE, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
 (Dollars in thousands)
 (Unaudited)
 AccumulatedPreferred Stock
    
    
    Common Stock
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    TotalPar Value $0.001
    
    
    Par Value $0.001
    
    
    Treasury Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    

Equity
(Deficit)January 1, 2007
    
    
    574,642
    
    
    $
    2,920
    
    
    
    312,429,579
    
    
    $
    312
    
    
    
    192,088
    
    
    $
    (327
    )
    
    $
    70,925
    
    
    $
    (77,170
    )
    
    $
    (75
    )
    
    $
    (3,415
    )Comprehensive Loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,472
    )
    
    
    
    
    
    
    (3,472
    )Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )Total net comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,473
    )Series B preferred stock and
cumulative dividends
converted to common stock
    
    
    (103,250
    )
    
    
    (413
    )
    
    
    655,482
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    511
    
    
    
    (99
    )
    
    
    
    
    
    
    Series E preferred stock and
cumulative dividends
converted to common stock
    
    
    (30,657
    )
    
    
    (675
    )
    
    
    1,262,797
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    887
    
    
    
    (214
    )
    
    
    
    
    
    
    Sale of common stock, net of
financing costs of $207
    
    
    
    
    
    
    
    
    
    
    12,278,986
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    3,116
    
    
    
    
    
    
    
    
    
    
    
    3,128Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    23,666,132
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    2,165
    
    
    
    
    
    
    
    
    
    
    
    2,189Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    50Common stock issued for
services
    
    
    
    
    
    
    
    
    
    
    221,228
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    73Common stock issued in settlement
of debt
    
    
    
    
    
    
    
    
    
    
    1,866,597
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    465
    
    
    
    
    
    
    
    
    
    
    
    467Warrant conversion exercise price
modification
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    182
    
    
    
    
    
    
    
    
    
    
    
    182Convertible securities in excess of
authorized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    560
    
    
    
    
    
    
    
    
    
    
    
    560Warrants issued for compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    492
    
    
    
    
    
    
    
    
    
    
    
    492Warrants issued for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    264
    
    
    
    
    
    
    
    
    
    
    
    264June 30, 2007
    
    
    440,735
    
    
    $
    1,832
    
    
    
    352,630,801
    
    
    $
    353
    
    
    
    192,088
    
    
    $
    (327
    )
    
    $
    79,690
    
    
    $
    (80,955
    )
    
    $
    (76
    )
    
    $
    517
 The accompanying notes are an integral part of these condensed consolidated financial statements
 6




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CYTOCORE, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 Note 1. Organization
   2
    Note 2. Basis of Presentation
  7




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Reclassifications.
 Note 3. Fixed Assets
  June 30,
    
    
    December 31,2007
    
    
    2006(unaudited)Furniture and fixtures
    
    $
    124
    
    
    $
    124Laboratory
equipment
    
    
    595
    
    
    
    595Computer and communications equipment
    
    
    334
    
    
    
    331Tooling
    
    
    429
    
    
    
    201Leasehold improvements
    
    
    28
    
    
    
    281,510
    
    
    
    1,279Less accumulated depreciation and amortization
    
    
    (1,048
    )
    
    
    (1,037
    )Total
    
    $
    462
    
    
    $
    242
 Note 4. Accrued Expenses
  June 30,
    
    
    December 31,2007
    
    
    2006(unaudited)Accrued interest
    
    $
    346
    
    
    $
    478Accrued settlement costs for legal fees
    
    
    
    
    
    
    438Accrued franchise and other taxes
    
    
    669
    
    
    
    589Accrued compensation
    
    
    180
    
    
    
    180Other accrued expenses
    
    
    144
    
    
    
    140Total
    
    $
    1,339
    
    
    $
    1,825
 Note 5. Notes Payable
  June 30,
    
    
    December 31,2007
    
    
    2006(unaudited)Bridge II Convertible Promissory Note; due July 31, 2004; interest rate
15% per annum; convertible into common stock at $0.15 per share;
with warrants at an exercise price of $0.20 per share. Principal and
interest totaling $78,109 fully paid in March 2007
    
    
    
    
    
    
    50MonoGen, Inc. $305,000 Promissory Note issued October 14, 2004; interest rate 14%
per annum; first installment of $25,000 due November 1, 2004 with monthly
principal and interest installments of $10,000 thereafter; Principal and interest
totaling $325,000 paid in March 2007
    
    
    
    
    
    
    305Robert Shaw, $25,000 Promissory Note issued September 20, 2001; interest rate
9% per annum
    
    
    15
    
    
    
    15Ventana Medical Systems, Inc. $62,946 Promissory Note issued November 30, 2003;
due December 31, 2003; interest rate 8% per annum payable after December 31, 2003
    
    
    21
    
    
    
    21Xillix Technologies Corporation $361,000 Promissory Note issued June 26, 1998; interest
rate Canadian Prime plus 6% per annum; represents a debt of AccuMed
    
    
    34
    
    
    
    34$
    70
    
    
    $
    425
 8




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Defaults.
 Note 6. Stockholders Equity
 Earnings (loss) per share
  Six months ended
    
    
    Three months endedJune 30, 2007
    
    
    June 30, 2006
    
    
    June 30, 2007
    
    
    June 30, 2006(Unaudited)
    
    
    (Unaudited)Basic and Diluted:Net loss applicable to common stockholder
    
    ($
    3,785
    )
    
    ($
    4,353
    )
    
    ($
    1, 012
    )
    
    ($
    3,171
    )Weighted average common shares
outstanding
    
    
    332,051,977
    
    
    
    198,260,257
    
    
    
    344,432,130
    
    
    
    232,343,123Net loss per common share
    
    ($
    0.01
    )
    
    ($
    0.02
    )
    
    ($
    0.00
    )
    
    ($
    0.01
    )
   Net Loss Per Share.
  9




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Preferred Stock
 June 30,
    
    December 31,2007
    
    2006Shares Issued &
    
    Shares Issued &Offering
    
    Outstanding
    
    Outstanding(unaudited)Series A convertible
    
    
    82,655
    
    
    
    82,655Series B convertible, 10% cumulative dividend
    
    
    122,486
    
    
    
    225,736Series C convertible, 10% cumulative dividend
    
    
    38,333
    
    
    
    38,333Series D convertible, 10% cumulative dividend
    
    
    175,000
    
    
    
    175,000Series E convertible, 10% cumulative dividend
    
    
    22,261
    
    
    
    52,918Total Preferred Stock
    
    
    440,735
    
    
    
    574,642
 Summary of Preferred Stock Terms
 Series A Convertible Preferred StockLiquidation Value:
    
    $4.50 per shareConversion Price:
    
    $10.3034 per shareConversion Rate:
    
    0.4367Liquidation Value divided by Conversion Price ($4.50/$10.3034)Voting Rights:
    
    NoneDividends:
    
    NoneConversion Period:
    
    Any timeSeries B Convertible Preferred StockLiquidation Value:
    
    $4.00 per shareConversion Price:
    
    $1.00 per shareConversion Rate:
    
    4.00Liquidation Value divided by Conversion Price ($4.00/$1.00)Voting Rights:
    
    NoneDividends:
    
    10%QuarterlyCommencing March 31, 2001Conversion Period:
    
    Any timeCumulative and undeclared dividends in arrears at June 30, 2007 were $311,000Series C Convertible Preferred StockLiquidation Value:
    
    $3.00 per shareConversion Price:
    
    $0.60 per shareConversion Rate:
    
    5.00Liquidation Value divided by Conversion Price ($3.00/$0.60)Voting Rights:
    
    NoneDividends:
    
    10%QuarterlyCommencing March 31, 2002Conversion Period:
    
    Any timeCumulative and undeclared dividends in arrears at June 30, 2007 were $65,000Series D Convertible Preferred StockLiquidation Value:
    
    $10.00 per shareConversion Price:
    
    $1.00 per shareConversion Rate:
    
    10.00Liquidation Value divided by Conversion Price ($10.00/$1.00)Voting Rights:
    
    NoneDividends:
    
    10%QuarterlyCommencing April 30, 2002Conversion Period:
    
    Any timeCumulative and undeclared dividends in arrears at June 30, 2007 were $992,000
 10




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Series E Convertible Preferred StockLiquidation Value:
    
    $22.00 per shareConversion Price:
    
    $0.80 per shareConversion Rate:
    
    27.50Liquidation Value divided by Conversion Price ($22.00/$0.80)Voting Rights:
    
    Equal in all respects to holders of common sharesDividends:
    
    10%QuarterlyCommencing May 31, 2002Conversion Period:
    
    Any time
   Conversion of Certain Preferred Shares for Common Shares
  Issuance of Common Shares for Cash
     Issuance of Stock as a Settlement
  11




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Issuance of Stock and Warrants as Payment for Services
   Issuance of Warrants as Payment for Employee Compensation
     Application of Black-Scholes Valuation Model
  2007
    
    2006Expected volatility
    
    
    120% -130
    %
    
    
    206
    %Expected term (years)
    
    
    1.5
    
    
    
    3.5  5Risk-free interest rate
    
    
    4.25
    %
    
    
    5.07
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Forfeiture rate
    
    
    0
    %
    
    
    0
    %Resulting weighted average grant date fair value
    
    $
    0.26-$0.32
    
    
    $
    0.12
 12




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Note 7. Equity Incentive Plan and Employee Stock Purchase Plan and other Share-Based Employee Payments
    Note 8. Convertible Securities
  Note 9. Commitments and Contingencies Not Described Elsewhere
  13




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##### Table of Contents



Lawsuit s
 Peter Gombrich.
 The Regents of the University of California
 Attorney General of Illinois.
 Other claims
  Other Creditors.
   14




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##### Table of Contents



Note 10 Subsequent Events
  
 Item 2. Managements Discussion and Analysis or Plan of Operation
 Forward-Looking Statements
    Overview of CytoCore, Inc.
 2
 15




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##### Table of Contents



2
 Critical Accounting Policies and Changes to Accounting Policies
   Results of Operations
  Three Months Ended June 30, 2007 as compared to Three Months Ended June 30, 2006
 Revenue
  Costs and Expenses
 Cost of Revenues
  Research and Development
  16




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##### Table of Contents



Selling, General and Administrative
     Other Income
  Net Loss
  17




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##### Table of Contents



Six Months Ended June 30, 2007 as compared to Six Months Ended June 30, 2006
 Revenues
  Costs and Expenses
 Cost of Revenues
  Research and Development
  Selling, General and Administrative
    Other Income
  18




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##### Table of Contents



Net Loss
  Liquidity and Capital Resources
      Off-Balance Sheet Arrangements
  
 Item 3. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  19




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##### Table of Contents



Changes in Internal Control over Financial Reporting
        
 Part II. Other Information
 
 Item 1. Legal Proceedings
  Lawsuit s
 Peter Gombrich.
 20




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##### Table of Contents



The Regents of the University of California
 Attorney General of Illinois.
 Other claims
  Other Creditors
    
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Unregistered Sales of Equity Securities
 Common Stock.
 21




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Issuance of Stock as a Settlement
  Issuance of Stock and Warrants as Payment for Services
   Issuance of Warrants as Payment for Employee Compensation
   22




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##### Table of Contents



Conversion of Certain Preferred Shares for Common Shares
    Company Repurchases of Securities
  
 Item 3. Defaults upon Senior Securities
   
 Item 4. Submission of Matters to a Vote of Security Holders
   FOR
    
    WITHHELDDr. Augusto Ocana
    
    
    225,028,450
    
    
    
    14,292,872Robert F. McCullough, Jr.
    
    
    233,919,673
    
    
    
    5,401,649
 23




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##### Table of Contents



FOR
    
    WITHHELDClinton H. Severson
    
    
    233,997,401
    
    
    
    5,323,921Alexander M. Milley
    
    
    234,024,869
    
    
    
    5,296,889John H. Abeles, M.D.
    
    
    233,054,788
    
    
    
    6,266,564
  FOR
    
    AGAINST
    
    ABSTAIN
    
    NON VOTES235,622,510
    
    3,202,697
    
    496,115
    
    0
 
 Item 5. Other Information
      
 Item 6. Exhibits
  24




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SIGNATURES
  CytoCore, Inc./s/ Floyd E. Taub M.D.Floyd E. Taub M.D.Chief Executive Officer/s/ Robert F. McCullough, Jr.Robert F. McCullough, Jr.Chief Financial Officer  25




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Certificate of Amendment to Certificate of Incorporation, as filed
with the Delaware Secretary of State on June 22, 200731.1
    
    Section 302 certification by principal executive officer.31.2
    
    Section 302 certification by principal financial officer.32.1
    
    Section 906 certification by principal executive officer.32.2
    
    Section 906 certification by principal financial officer.
 26