UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549












FORM 10-Q



(Mark One)



| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------

For the quarterly period ended
June 30, 2012



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

For the transition period from
_________ to ____________.



Commission File number 0-935










CYTOCORE, INC.

(Exact Name of Registrant as Specified
in Its Charter)



|Delaware                        |  | 36-4296006         
|------------------------------- |  | -------------------
|(State or Other Jurisdiction of |  | (I.R.S. Employer   
|Incorporation or Organization)  |  | Identification No.)



414 North Orleans Street, Suite 510

Chicago, IL 60654








(Address of Principal Executive
Offices)



(312) 222-9550








(Registrant’s Telephone Number,
Including Area Code)



(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last Report)



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. YesxNo ̈



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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

YesxNo ̈(not required)



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 Rue 12b-2
of the Exchange Act. (Check one):





|Large Accelerated Filer ̈ | Accelerated Filer  ̈       
|------------------------ | --------------------------
|                         |                           
|Non-Accelerated Filer ̈   | Smaller Reporting Companyx







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



The number of shares outstanding of each
of the issuer’s classes of common equity, as of the latest practicable date:



common STOCK, $0.001
par value, AT August 15, 2012: 72,964,624




















CYTOCORE,
Inc.



Quarterly
Report on Form 10-Q



Table
of contents





|                                                                                                                                           | Page                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------
|PART I. – FINANCIAL INFORMATION                                                                                                            |                                                                                              
|                                                                                                                                           |                                                                                              
|Item 1.                                                                                                                                    | Financial Statements                                                                         
|                                                                                                                                           |                                                                                              
|a) Condensed Consolidated Balance Sheets – June 30, 2012 (unaudited) and December 31, 2011                                                 | 2                                                                                            
|                                                                                                                                           |                                                                                              
|b) Condensed Consolidated Statements of Operations — Three months and six months ended June 30, 2012 and June 30, 2011 (unaudited)         | 3                                                                                            
|                                                                                                                                           |                                                                                              
|c) Condensed Consolidated Statements
        of Cash Flows — Three months and six months ended June 30, 2012 and June 30, 2011 (unaudited) | 4                                                                                            
|                                                                                                                                           |                                                                                              
|d) Notes to Unaudited Condensed Consolidated Financial Statements                                                                          | 5                                                                                            
|                                                                                                                                           |                                                                                              
|Item 2.                                                                                                                                    | Management’s Discussion and Analysis of Financial Condition
        and Results of Operations
|                                                                                                                                           |                                                                                              
|Item 4.                                                                                                                                    | Controls and Procedures                                                                      
|                                                                                                                                           |                                                                                              
|Part II. — Other Information                                                                                                               |                                                                                              
|                                                                                                                                           |                                                                                              
|Item 1.                                                                                                                                    | Legal Proceedings                                                                            
|                                                                                                                                           |                                                                                              
|Item 2.                                                                                                                                    | Unregistered Sales of Equity Securities and Use of Proceeds                                  
|                                                                                                                                           |                                                                                              
|Item 3.                                                                                                                                    | Defaults upon Senior Securities                                                              
|                                                                                                                                           |                                                                                              
|Item 6.                                                                                                                                    | Exhibits                                                                                     
|                                                                                                                                           |                                                                                              
|SIGNATURES                                                                                                                                 | 16                                                                                           
|                                                                                                                                           |                                                                                              
|EXHIBIT INDEX                                                                                                                              | 17                                                                                           
|                                                                                                                                           |                                                                                              
|Exhibit 31.1 Section 302 Certification                                                                                                     |                                                                                              
|Exhibit 32.1 Section 906 Certification                                                                                                     |                                                                                              







1







Part I. — Financial
Information



Item 1.Financial Statements



CYTOCORE, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)



|                                                                                                                                                                                                                                |  | June 30,    |          |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | -------- | - | ------------ | -
|                                                                                                                                                                                                                                |  | 2012        |          |   | 2011*        |  
|                                                                                                                                                                                                                                |  | (unaudited) |          |   |              |  
|Assets                                                                                                                                                                                                                          | 
|Current Assets:                                                                                                                                                                                                                 |  |             |          |   |              |  
|Cash and cash equivalents                                                                                                                                                                                                       |  | $           | 5        |   |              | $
|Accounts receivable                                                                                                                                                                                                             |  |             | 128      |   |              |  
|Prepaid expenses and other current assets                                                                                                                                                                                       |  |             | 10       |   |              |  
|Total current assets                                                                                                                                                                                                            |  |             | 143      |   |              |  
|                                                                                                                                                                                                                                |  |             |          |   |              |  
|Fixed assets, net                                                                                                                                                                                                               |  |             | 178      |   |              |  
|Licenses, patents and technology, net of amortization                                                                                                                                                                           |  |             | —        |   |              |  
|Total assets                                                                                                                                                                                                                    |  | $           | 321      |   |              | $
|                                                                                                                                                                                                                                |  |             |          |   |              |  
|Liabilities and Stockholders’ Deficit                                                                                                                                                                                           | 
|Current Liabilities:                                                                                                                                                                                                            |  |             |          |   |              |  
|Accounts payable                                                                                                                                                                                                                |  |             | 1,149    |   |              |  
|Accrued payroll costs                                                                                                                                                                                                           |  |             | 2,358    |   |              |  
|Advances payable to related parties                                                                                                                                                                                             |  |             | 2,893    |   |              |  
|Accrued expenses                                                                                                                                                                                                                |  |             | 816      |   |              |  
|Notes payable                                                                                                                                                                                                                   |  |             | 70       |   |              |  
|Total current liabilities                                                                                                                                                                                                       |  |             | 7,286    |   |              |  
|                                                                                                                                                                                                                                |  |             |          |   |              |  
|Stockholders’ Deficit:                                                                                                                                                                                                          |  |             |          |   |              |  
|Preferred stock, $0.001 par value; 10,000,000 shares authorized; 373,355 and shares issued and outstanding at June 30, 2012 and December 31, 2011 (Liquidation value of all classes of preferred stock $2,871 at June 30, 2012) |  |             | 1,487    |   |              |  
|Common stock, $0.001 par value; 500,000,000 shares authorized; 72,964,623 and 66,408,694 shares issued and issuable and 72,945,414 and 66,389,485 shares outstanding at June 30, 2012 and December 31, 2011, respectively       |  |             | 73       |   |              |  
|Additional paid-in-capital                                                                                                                                                                                                      |  |             | 93,227   |   |              |  
|Treasury stock: 19,209 shares at June 30, 2012 and December 31, 2011                                                                                                                                                            |  |             | (327     | ) |              |  
|Accumulated deficit                                                                                                                                                                                                             |  |             | (101,347 | ) |              |  
|Accumulated comprehensive loss—                                                                                                                                                                                                 |  |             |          |   |              |  
|Cumulative translation adjustment                                                                                                                                                                                               |  |             | (78      | ) |              |  
|Total stockholders’ deficit                                                                                                                                                                                                     |  |             | (6,965   | ) |              |  
|Total liabilities and stockholders’ deficit                                                                                                                                                                                     |  | $           | 321      |   |              | $



* Derived from audited information



See accompanying notes to these condensed
consolidated financial statements.



2







CYTOCORE, INC. AND SUBSIDIARIES



Condensed
Consolidated Statements of Operations

(Dollars in thousands, except per share
and share amounts)



|                                                                                                        |  | Six months ended |            |   | Three months ended |  
|------------------------------------------------------------------------------------------------------- |  | ---------------- | ---------- | - | ------------------ | -
|                                                                                                        |  | June 30,         |            |   | June 30,           |  
|                                                                                                        |  | 2012             |            |   | 2011               |  
|                                                                                                        |  | (Unaudited)      |            |   | (Unaudited)        |  
|                                                                                                        |  |                  |            |   |                    |  
|Net revenues                                                                                            |  | $                | 130        |   |                    | $
|                                                                                                        |  |                  |            |   |                    |  
|Operating expenses                                                                                      |  |                  |            |   |                    |  
|                                                                                                        |  |                  |            |   |                    |  
|Cost of revenues                                                                                        |  |                  | 69         |   |                    |  
|Research and development, net of settlement of trade debt of $15 for the six months ended June 30, 2011 |  |                  | 182        |   |                    |  
|Selling, general and administrative                                                                     |  |                  | 785        |   |                    |  
|                                                                                                        |  |                  |            |   |                    |  
|Total operating expenses                                                                                |  |                  | 1,036      |   |                    |  
|                                                                                                        |  |                  |            |   |                    |  
|Operating loss                                                                                          |  |                  | (906       | ) |                    |  
|                                                                                                        |  |                  |            |   |                    |  
|Other income (expense)                                                                                  |  |                  |            |   |                    |  
|                                                                                                        |  |                  |            |   |                    |  
|Benefit from derivative liability                                                                       |  |                  | —          |   |                    |  
|Interest expense – related party                                                                        |  |                  | (109       | ) |                    |  
|Interest expense                                                                                        |  |                  | (8         | ) |                    |  
|Total other income (expense)                                                                            |  |                  | (117       | ) |                    |  
|                                                                                                        |  |                  |            |   |                    |  
|Net loss                                                                                                |  |                  | (1,023     | ) |                    |  
|                                                                                                        |  |                  |            |   |                    |  
|Preferred stock dividend                                                                                |  |                  | (132       | ) |                    |  
|                                                                                                        |  |                  |            |   |                    |  
|Net loss applicable to common stockholders                                                              |  | $                | (1,155     | ) |                    | $
|                                                                                                        |  |                  |            |   |                    |  
|Basic and diluted net loss per common share                                                             |  | $                | (0.02      | ) |                    | $
|                                                                                                        |  |                  |            |   |                    |  
|Basic and diluted weighted average number of common shares outstanding                                  |  |                  | 68,903,645 |   |                    |  





See accompanying notes to these condensed
consolidated financial statements.



3







CYTOCORE, INC. AND SUBSIDIARIES



Condensed
Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)



|                                                                                                                              |  | Six Months Ended |       
|----------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------
|                                                                                                                              |  | June 30,         |       
|                                                                                                                              |  | 2012             |       
|                                                                                                                              |  |                  |       
|Operating Activities:                                                                                                         |  |                  |       
|Net loss                                                                                                                      |  | $                | (1,023
|Adjustments to reconcile net loss to net cash used in operating activities:                                                   |  |                  |       
|Depreciation and amortization                                                                                                 |  |                  | 114   
|Common stock issued for compensation                                                                                          |  |                  | 30    
|Benefit from derivative liability                                                                                             |  |                  | —     
|Interest expense imputed on related party advances                                                                            |  |                  | 109   
|Common stock issued for services                                                                                              |  |                  | 91    
|Gain on settlement of trade indebtedness                                                                                      |  |                  | —     
|Changes in assets and liabilities:                                                                                            |  |                  |       
|Checks issued in excess of amounts on deposit                                                                                 |  |                  | —     
|Accounts receivable                                                                                                           |  |                  | (123  
|Prepaid expenses and other current assets                                                                                     |  |                  | —     
|Accounts payable                                                                                                              |  |                  | (38   
|Accrued expenses                                                                                                              |  |                  | 404   
|                                                                                                                              |  |                  |       
|Net cash used in operating activities                                                                                         |  |                  | (436  
|                                                                                                                              |  |                  |       
|Investing activities:                                                                                                         |  |                  |       
|Net cash used in investing activities                                                                                         |  |                  | —     
|                                                                                                                              |  |                  |       
|Financing activities:                                                                                                         |  |                  |       
|Proceeds from related parties                                                                                                 |  |                  | 356   
|Proceeds from sale of machinery                                                                                               |  |                  | 70    
|Repayment of notes                                                                                                            |  |                  | —     
|                                                                                                                              |  |                  |       
|Net cash provided by financing activities                                                                                     |  |                  | 426   
|                                                                                                                              |  |                  |       
|Net increase (decrease) in cash and cash equivalents                                                                          |  |                  | (10   
|                                                                                                                              |  |                  |       
|Cash and cash equivalents at the beginning of period                                                                          |  |                  | 15    
|                                                                                                                              |  |                  |       
|Cash and cash equivalents at end of period                                                                                    |  | $                | 5     
|                                                                                                                              |  |                  |       
|Supplemental disclosure of cash flow information:                                                                             |  |                  |       
|                                                                                                                              |  |                  |       
|Non-cash transactions during the period for:                                                                                  |  |                  |       
|Reduction of derivative liability                                                                                             |  |                  | —     
|Conversion of debt and accrued interest to common stock                                                                       |  |                  | —     
|Reclassification of liability (relating to variable conversion feature) to additional paid-in-capital upon conversion of debt |  |                  | —     
|Reclassification of excess share derivative liability to additional paid-in- capital                                          |  |                  | —     



See accompanying notes to these condensed
consolidated financial statements.



4







CYTOCORE, INC.



Notes
to Consolidated Financial Statements

(Tabular numbers in thousands of dollars,
except share and per share amounts)

(Unaudited)



Note 1.	                Organization



CytoCore, Inc. (“CCI”
or the “Company”) was incorporated in Delaware in December 1998. Except where the context otherwise requires, “CCI,”
the “Company,” “we” and “our” refers to CytoCore, Inc. and our subsidiaries and predecessors.



Currently, CCI has
one product of its own for sale – its SoftPap collector. CCI is developing, and plans to sell an integrated family of cost-effective
products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions®. CytoCore
Solutions products are intended to address sample collection, specimen preparation, specimen evaluation (including detection/screening
and diagnosis), treatment and patient monitoring within vertical markets related to specific cancers. Current CytoCore Solutions
products are focused upon cervical cancer. CCI plans that this focus will later be expanded to include other gynecological cancers
as well as bladder, lung, and breast cancers, among others. Within each of these markets CCI anticipates that the CytoCore Solutions
products will be sold as individual value-added drop-in replacements for existing products and as integrated systems that improve
the efficiency and effectiveness of clinical and laboratory operations.



The Company has also
began marketing and selling a companion product which is designed to detect breast cancer. This product is manufactured by a third
party. The Company has recorded sales totaling $119,000 for the six months ended June 30, 2012.



The Company has incurred
significant operating losses since its inception. Management expects that significant on-going operating expenditures will be necessary
to successfully implement CCI’s business plan and develop, manufacture and market its products. These circumstances raise
substantial doubt about CCI’s ability to continue as a going concern. Implementation of the Company’s plans and its
ability to continue as a going concern will depend upon the Company’s ability to increase sales of its products, develop
new products, and raise additional capital. At June 30, 2012, the Company had $5,000 to fund its operations.



If the Company is unable
to obtain adequate additional financing or generate sufficient sales revenues, it will be unable to continue its product development
efforts and other activities and will be forced to curtail or cease operations. The consolidated financial statements presented
herein do not include any adjustments that might result from the outcome of this uncertainty.



Note 2.		                Basis of Presentation



The consolidated financial
statements for the periods ended June 30, 2012 and 2011 included herein are unaudited. Such consolidated financial statements reflect,
in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of
and for the periods indicated. All such adjustments are of a normal recurring nature. These interim results are not necessarily
indicative of the results to be expected for the fiscal year ending December 31, 2012 or for any other period. Certain information
and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities
and Exchange Commission. The Company believes that the disclosures are adequate to make the interim information presented not misleading.
These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements
and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as filed with the
Securities and Exchange Commission (“SEC”).



The tabular information
disclosed in the notes are reported in thousands of dollars except for share and per share amounts.



The Company’s
comprehensive income (loss) is extremely immaterial and therefore the Company has not presented a separate statement of comprehensive
income (loss) with its financial statements.



5







The Company’s
comprehensive net loss is as follows:



|                                                                       |  | Six months ended |            |   | Three months ended |  
|---------------------------------------------------------------------- |  | ---------------- | ---------- | - | ------------------ | -
|                                                                       |  | June 30, 2012    |            |   | June 30, 2011      |  
|                                                                       |  | (unaudited)      |            |   | (unaudited)        |  
|Net loss applicable to common stockholder                              |  | $                | (1,155     | ) |                    | $
|Foreign currency adjustment                                            |  | $                | —          |   |                    | $
|Comprehensive net loss applicable to common stockholders               |  | $                | (1,155     | ) |                    | $
|Basic and diluted comprehensive net loss per common share              |  | $                | (0.02      | ) |                    | $
|Basic and diluted weighted average number of common shares outstanding |  |                  | 68,903,645 |   |                    |  



Note 3.		                Fixed
Assets



Fixed assets consist of the following:



|                                               |  | June 30,    |        |   | December 31, |  
|---------------------------------------------- |  | ----------- | ------ | - | ------------ | -
|                                               |  | 2012        |        |   | 2011         |  
|                                               |  | (unaudited) |        |   |              |  
|                                               |  |             |        |   |              |  
|Furniture and fixtures                         |  | $           | 47     |   |              | $
|Laboratory equipment                           |  |             | 508    |   |              |  
|Computer and communications equipment          |  |             | 261    |   |              |  
|Design and tooling                             |  |             | 1,204  |   |              |  
|Machinery and equipment                        |  |             | —      |   |              |  
|                                               |  |             | 2,020  |   |              |  
|Less accumulated depreciation and amortization |  |             | (1,842 | ) |              |  
|Total                                          |  | $           | 178    |   |              | $



For the six months
ended June 30, 2012 and 2011, depreciation expense was $114,000 and $194,000, respectively. The Company did not allocate any of
the depreciation expense of the machinery and equipment or the design and tooling into inventory since the Company has suspended
manufacturing. This depreciation was included as a selling, general and administrative expense as excess idle time.



During the quarter
ended March 31, 2012, the Company sold its remaining machine for the net carrying value of $70,000.





Note 4.	 	                Licenses, Patents,
and Technology



Licenses, patents,
and technology include the following:



|                              |  | June 30,    |      |   | December 31, |  
|----------------------------- |  | ----------- | ---- | - | ------------ | -
|                              |  | 2012        |      |   | 2011         |  
|                              |  | (unaudited) |      |   |              |  
|                              |  |             |      |   |              |  
|Licenses                      |  | $           | 320  |   |              | $
|Patent costs                  |  |             | 133  |   |              |  
|LabCorp Technology Agreement  |  |             | 260  |   |              |  
|                              |  |             | 713  |   |              |  
|Less accumulated amortization |  |             | (713 | ) |              |  
|Total                         |  | $           | —    |   |              | $



6







During 2008, the Company
purchased a license for certain technology for an initial total of $200,000. In addition, CCI is obligated to make future payments
totaling $100,000 upon obtaining certain milestones under the agreement. As of June 30, 2012, CCI owed $64,000 on this liability.
All licenses, patent costs and technology have been fully amortized.



Note 5.		                Accrued
Expenses



Accrued expenses include
the following:



|                        |  | June 30,    |     |  | December 31, |  
|----------------------- |  | ----------- | --- |  | ------------ | -
|                        |  | 2012        |     |  | 2011         |  
|                        |  | (unaudited) |     |  |              |  
|                        |  |             |     |  |              |  
|Accrued interest        |  | $           | 62  |  |              | $
|Accrued franchise taxes |  |             | 430 |  |              |  
|Accrued compensation    |  |             | 170 |  |              |  
|Other accrued expenses  |  |             | 154 |  |              |  
|Total                   |  | $           | 816 |  |              | $



Note 6.		                Notes Payable and Advances-related
parties



Notes payable to unrelated
parties consist of:



|                                                                                                                                                                                   |  | June 30,    |     |  | December 31, |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | --- |  | ------------ | -
|                                                                                                                                                                                   |  | 2012        |     |  | 2011         |  
|                                                                                                                                                                                   |  | (Unaudited) |     |  |              |  
|                                                                                                                                                                                   |  |             |     |  |              |  
|Robert Shaw, $25,000 Promissory Note issued September 20, 2001; interest rate 9% per annum, due December 20, 2001                                                                  |  |             | .15 |  |              |  
|                                                                                                                                                                                   |  |             |     |  |              |  
|Ventana 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  |  |              |  
|                                                                                                                                                                                   |  |             |     |  |              |  
|Xillix Technologies Corporation $361,000 Promissory Note issued June 26, 1998; Interest rate Canadian Prime plus 6% per annum, due December 27, 1999; represents a debt of AccuMed |  |             | 34  |  |              |  
|                                                                                                                                                                                   |  | $           | 70  |  |              | $



The Company has
failed to make principal and interest payments when due and is in breach of certain warranties and representations under the notes
included above. Such notes require the holder to notify CCI in writing of a declaration of default at which time a cure period,
as specified in each individual note, would commence. CCI has not received any written declarations of default from holders of
its remaining outstanding notes payable.



During
the six months ended June 30, 2012, the Company was advanced $356,000 from related parties. These advances are non-interest bearing
and are due on demand. However, using an 8% annual interest rate, the Company has recorded a non-cash interest expense totaling
approximately $109,000 on the outstanding balance for the six months.



7







Note 7.		                Stockholders’ Equity
(Deficit)



Loss per share



A reconciliation of the numerator and
the denominator used in the calculation of loss per share is as follows:





|                                           |  | Six months ended |            |   | Three months ended |  
|------------------------------------------ |  | ---------------- | ---------- | - | ------------------ | -
|                                           |  | June 30, 2012    |            |   | June 30, 2011      |  
|                                           |  | (unaudited)      |            |   | (unaudited)        |  
|Basic and Diluted:                         |  |                  |            |   |                    |  
|Net loss applicable to common stockholder  |  | $                | (1,155     | ) |                    | $
|Weighted average common shares outstanding |  |                  | 68,903,645 |   |                    |  
|Net loss per common share                  |  | $                | (0.02      | ) |                    | $



Warrants and stock
options to purchase 922,667 and 1,810,762 common shares and preferred stock convertible into 591,937 and 564,586 common shares
were not included in the computation of diluted loss per share applicable to common stockholders as they are anti-dilutive as a
result of net losses for the periods ended June 30, 2012 and June 30, 2011, respectively.



Preferred Stock



A summary of the Company’s
preferred stock is as follows:



|                                              |  | June 30,        |         |  | December 31,    | 
|--------------------------------------------- |  | --------------- | ------- |  | --------------- | 
|                                              |  | 2012            |         |  | 2011            | 
|                                              |  | Shares Issued & |         |  | Shares Issued & | 
|Offering                                      |  | Outstanding     |         |  | Outstanding     | 
|                                              |  | (unaudited)     |         |  |                 | 
|                                              |  |                 |         |  |                 | 
|Series A convertible                          |  |                 | 47,250  |  |                 | 
|Series B convertible, 10% cumulative dividend |  |                 | 93,750  |  |                 | 
|Series C convertible, 10% cumulative dividend |  |                 | 38,333  |  |                 | 
|Series D convertible, 10% cumulative dividend |  |                 | 175,000 |  |                 | 
|Series E convertible, 10% cumulative dividend |  |                 | 19,022  |  |                 | 
|Total Preferred Stock                         |  |                 | 373,355 |  |                 | 



As of June 30, 2012
and 2011, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with Accounting Standards Codification
260-10-45-11, “Earnings per Share”, these dividends were added to the net loss in the net loss per share calculation.



Summary of Preferred
Stock Terms



Series A Convertible Preferred Stock

|Liquidation Value: | $4.50 per share, $212,625                                             
|------------------ | ----------------------------------------------------------------------
|Conversion Price:  | $103.034 per share                                                    
|Conversion Rate:   | 0.04367—Liquidation Value divided by Conversion Price ($4.50/$103.034)
|Voting Rights:     | None                                                                  
|Dividends:         | None                                                                  
|Conversion Period: | Any time                                                              



Series B Convertible Preferred Stock

|Liquidation Value: | $4.00 per share, $375,000                                        
|------------------ | -----------------------------------------------------------------
|Conversion Price:  | $10.00 per share                                                 
|Conversion Rate:   | 0.40—Liquidation Value divided by Conversion Price ($4.00/$10.00)
|Voting Rights:     | None                                                             
|Dividends:         | 10%—Quarterly—Commencing March 31, 2001                          
|Conversion Period: | Any time                                                         

Cumulative and undeclared dividends in
arrears at June 30, 2012 were $426,000



Series C Convertible Preferred Stock

|Liquidation Value: | $3.00 per share, $115,000                                       
|------------------ | ----------------------------------------------------------------
|Conversion Price:  | $6.00 per share                                                 
|Conversion Rate:   | 0.50—Liquidation Value divided by Conversion Price ($3.00/$6.00)
|Voting Rights:     | None                                                            
|Dividends:         | 10%—Quarterly—Commencing March 31, 2002                         
|Conversion Period: | Any time                                                        



8







Cumulative and undeclared dividends in
arrears at June 30, 2012 were $123,000



Series D Convertible Preferred Stock

|Liquidation Value: | $10.00 per share, $1,750,000                                      
|------------------ | ------------------------------------------------------------------
|Conversion Price:  | $10.00 per share                                                  
|Conversion Rate:   | 1.00—Liquidation Value divided by Conversion Price ($10.00/$10.00)
|Voting Rights:     | None                                                              
|Dividends:         | 10%—Quarterly—Commencing April 30, 2002                           
|Conversion Period: | Any time                                                          



Cumulative and undeclared dividends in
arrears at June 30, 2012 were $1,867,000



Series E Convertible Preferred Stock

|Liquidation Value: | $22.00 per share, $418,488                                       
|------------------ | -----------------------------------------------------------------
|Conversion Price:  | $8.00 per share                                                  
|Conversion Rate:   | 2.75—Liquidation Value divided by Conversion Price ($22.00/$8.00)
|Voting Rights:     | Equal in all respects to holders of common shares                
|Dividends:         | 10%—Quarterly—Commencing May 31, 2002                            
|Conversion Period: | Any time                                                         

Cumulative and undeclared dividends in
arrears at June 30, 2012 were $449,000



Issuance of Common
Stock as Payment for Services



During the quarter
ended June 30, 2012, the Company issued to two of the Company’s directors, Mauro Scimia (“Scimia”) and Xavier
Carbonell (“Carbonell”), 426,427 and 1,023,424 shares of restricted, unregistered common stock, respectively, for consulting
services rendered, and the Company recorded a charge of $25,500, or $0.02 per share, as a selling, general and administrative expense.
For the six months ended June 30, 2012, we issued to Scimia and Carbonell an aggregate 1,200,056 and 1,713,019 shares of restricted,
unregistered common stock respectively, for consulting services rendered, and recorded $53,500, or $0.02 per share, as a selling,
general and administrative expense.



Also, during the quarter
ended June 30, 2012, the Company issued 849,838 shares of restricted, unregistered common stock to a consultant for services rendered,
and recorded $15,000 as a research and development expense.



During the quarter
ended March 31, 2012, the Company issued 1,066,667 shares of restricted, unregistered common stock to two other consultants for
services rendered, and recorded $12,000, or $0.02 per share, as a research and development expense and $10,000, or $0.02 per share,
as a selling, general and administrative expense.



Issuance of Common
Stock as Payment for Employee Compensation



During the quarter
ended June 30, 2012, the Company issued to Augusto Ocana (“Ocana”), a director and vice president of the Company, 852,852
shares of restricted, unregistered common stock, for services rendered. The Company recorded a charge of $15,000, or $0.02 per
share, as a selling, general and administrative expense. For the six months ended June 30, 2012, the Company issued 1,626,481 shares
of restricted, unregistered common stock to an Ocana and recorded $30,000 or $0.02 per share as a selling, general and administrative
expense.



Note 8.		                Legal Proceedings



There are no pending
legal proceedings against the Company. To the Company’s knowledge, there have been no cases initiated by or against the Company,
nor any cases resolved, since the date of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2011 was filed with the SEC.



CCI has been a party
to a number of other proceedings, informal demands, or debt for services brought by former unsecured creditors to collect past
due amounts for services. CCI is attempting to settle these demands and unfilled claims. CCI does not consider any of these claims
to be material.



9







During the quarter
ended March 31, 2011, the Company entered into a settlement with a vendor to pay $32,000. As a result, the vendor forgave $15,000
of debt. The settlement was recorded as a reduction in Research and Development expense.



Contingencies



The Company has not
filed its franchise returns for 2012, 2011, 2010 and 2009 or paid its franchise tax for those years. CCI believes that it has made
adequate provision for the liability including penalties and interest.



Item
2.Management’s Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking Statements



This report contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  All statements other
than statements of historical facts included or incorporated by reference in this quarterly report on Form 10-Q, including without
limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs
and plans and objective of management for future operations, are forward-looking statements.  In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects,"
"intends," "plans," "projects," "estimates," "anticipates," or "believes"
or the negative thereof or any variation there on or similar terminology or expressions.



These forward-looking
statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in
such statements.  Although we believe that the expectations reflected in such forward-looking statements are reasonable,
we can give no assurance that such expectations will prove to have been correct.  Important factors that could cause
actual results to differ materially from our expectations include, but are not limited to: our ability to raise capital; our ability
to retain key employees; our ability to engage third party distributors to sell our products; economic conditions; technological
advances in the medical field; demand and market acceptance risks for new and existing products, technologies, and healthcare services;
the impact of competitive products and pricing; U.S. and international regulatory, trade, and tax policies; product development
risks, including technological difficulties; ability to enforce patents; and foreseeable and unforeseeable foreign regulatory and
commercialization factors, our ability to develop new products and respond to technological changes in the markets in which we
compete, our ability to obtain government approvals of our products, our ability to market our products, changes in third-party
reimbursement procedures and statements of assumption underlying any of the foregoing, as well as other factors set forth under
the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities
and Exchange Commission.



All subsequent written and oral forward-looking
statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing.  Except
as required by law, we assume no duty to update or revise our forward-looking statements.



Overview of CytoCore, Inc.



Cytocore, Inc. (the
“Company,” “we” or “us”) is developing an integrated family of cost-effective products for
the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions®.
Currently, we have one of our own products for sale – our SoftPap collector. We are developing, and plan to sell an integrated
family of cost-effective products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions®.
Our products are intended to address sample collection, specimen preparation, specimen evaluation (including detection/screening
and diagnosis), and patient treatment and monitoring within vertical markets related to specific cancers. Current CytoCore Solutionsproducts are focused upon cervical cancer. We plan to expand our focus to include other gynecological cancers as well as bladder,
lung and breast cancers, among others. Within each of these markets, we anticipate that the CytoCore Solutions products
will be sold as individual value-added drop-in replacements for existing products and as integrated systems that improve the efficiency
and effectiveness of clinical and laboratory operations.



10







The science of medical
diagnostics has advanced significantly during the past decade. Much of this advance has come as a result of new knowledge of the
human genome and related proteins, which form the foundation of cell biology and the functioning of the human body. Our goal is
to utilize this research as a base to develop screening and diagnostic testing products for cancer and cancer-related diseases.
We believe that the success of these products will improve patient care through more accurate test performance, wider product availability
and more cost-effective service delivery. We have developed the SoftPAP®, a sample collection device approved by the U.S. Food
and Drug Administration, and are licensed to sell the PadKitÔ collection device
and GluCyteÔ cell preservative. We are focusing on the development and testing of
cocktail assay markers and stains for use with our Automated Image Proteomic System (AIPSÔ)
to screen for various cancers.



The Company has also
began marketing and selling a companion product which is designed to detect breast cancer. This product is manufactured by a third
party.



Our strategy is to
develop products through internal development processes, strategic partnerships, licenses and acquisitions. This strategy has required
and will continue to require additional capital. As a result, we will incur substantial operating losses until we are able to successfully
market our products.



Outlook



We have incurred significant
losses since inception. Management expects that significant on-going operating expenditures will be necessary to successfully implement
our business plan and develop, manufacture and market our products. Implementation of our plans and our ability to continue as
a going concern will depend upon our ability to increase sales of our products, develop new products, and raise substantial additional
capital. During the year ended December 31, 2011, we raised approximately $771,000 through advances from related parties.
During the six months ended June 30, 2012, we raised approximately $356,000 through advances from related parties.



If we are unable to
obtain additional capital or generate profitable sales revenues, we may be required to curtail product development and other activities
and in the extreme case, cease operations. No assurances can be given about our ability to obtain capital. The consolidated financial
statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.



Critical Accounting Policies and Changes
to Accounting Policies



The preparation
of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.



Management believes
that it is reasonably possible that the following material estimates affecting the financial statements could significantly change
in the coming year: (1) estimates concerning the method of depreciation or the useful life of the equipment used in the production
of SoftPAP collection kits, and (2) estimates as to the valuation allowance for the amounts recorded and held as property
and equipment and accounts receivable.



There have been no
material changes in our critical accounting policies or critical accounting estimates since December 31, 2011, nor have we adopted
any accounting policy that has or will have a material impact on our consolidated financial statements. For further discussion
of our critical accounting policies, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, including
the notes to our consolidated financial statements included therewith, as filed with the SEC.





Results of Operations



The following discussion
and analysis should be read in conjunction with our unaudited consolidated financial statements presented in Part I, Item 1 of
this Quarterly Report and the notes thereto, and our audited consolidated financial statements and notes thereto, as well as our
Management’s Discussion and Analysis, contained in our Annual Report on Form 10-K for the year ended December 31, 2011.



11







Three Months Ended June 30, 2012 as
compared to Three Months Ended June 30, 2011



Revenue



Revenues for the three
months ended June 30, 2012 increased $99,000, or 1,414%, to $106,000 from $7,000 for the three months ended June 30, 2011. This
increase was the result from sales totaling $101,000 of the collection system relating to the detection of breast cancer, which
we are selling on behalf of another company, and the sale totaling $1,000 of our SoftPAP product, partially offset by a
reduction in licensing fees of $3,000.



Costs and Expenses



Cost of Revenues



Cost of revenues was
$54,000 for the quarter ended June 30, 2012. There was no cost of revenues for the quarter ended June 30, 2011 since we had no
product sales during the quarter.



Research and Development



For the three months
ended June 30, 2012, our research and development (“R&D”) expenses were $109,000, a $45,000, or 70%, increase from
R&D expenses of $64,000 for the corresponding period in 2011. Of this increase, $33,000 related to an increase in fees paid
to medical consultants, $2,000 related to an increase in payroll costs and $10,000 related to an increase in project expenses,
which was partially offset by a decrease of $1,000 in other costs.



R&D expenses consist
primarily of costs related to specific development programs with scientists and researchers and expenses incurred by engineers
and researchers at our Chicago facility.



Selling, General
and Administrative



For the three months
ended June 30, 2012, selling, general and administrative expenses (“SG&A”) were $325,000, a decrease of $86,000,
or 21%, from $411,000 for the corresponding period in 2011. Of this decrease, depreciation and amortization expense decreased $64,000,
professional fees decreased $12,000, marketing expenses decreased $12,000, franchise taxes decreased $10,000, directors’
fees decreased $5,000, insurance expense decreased $5,000 and printing expense decreased $4,000. These decreases were partially
offset by increases in salary expenses of $25,000 and other costs of $1,000.



Other Income (Expense)



Interest expense increased
$19,000 to $60,000 for the three month period ended June 30, 2012 from $41,000 for the three month period ended June 30, 2011.
Of this increase, $14,000 relates to the non-cash charge for related party advances and an increase in other interest expense of
$5,000.



During the quarter
ended June 30, 2011, we recorded a non-cash benefit from the derivative liability of $17,000. There was no benefit from the derivative
liability for the quarter ended June 30, 2012.



Net Loss



The net loss from operations
for the three-month period ended June 30, 2012 was $442,000, as compared to $492,000 for the corresponding period in 2011, a decrease
of $50,000, or 10%. Of this decrease, $17,000 resulted from a non-cash reduction in the benefit from derivative liability, a decrease
in SG&A expenses and an increase in in revenues, partially offset by increases interest expense and R&D expenses.



The net loss applicable
to common stockholders, which reflects the unpaid and undeclared preferred stock dividends from the period, decreased to $508,000
for the quarter ended June 30, 2012 from $558,000 for the quarter ended June 30, 2011, a decrease of $50,000, or 9%. The net loss
per common share for each of the three month periods ended June 30, 2012 and June 30, 2011 was $0.01 per share on 70,643,522 and
55,977,848 weighted average common shares outstanding, respectively.



12







Six Months Ended June 30, 2012 as
compared to Six Months Ended June 30, 2011



Revenue



Revenues for the six
months ended June 30, 2012 increased $116,000, or 929%, to $130,000 from $14,000 for the six months ended June 30, 2011. This increase
is due to sales totaling $119,000 of the collection system relating to the detection of breast cancer, which we are selling on
behalf of another company, and the sale totaling $1,000 of our SoftPAP product, partially offset by a reduction in licensing
fees of $4,000.



Costs and Expenses



Cost of Revenues



Cost of revenues was
$69,000 for the six months ended June 30, 2012. There was no cost of revenues for the quarter ended June 30, 2011 since we had
no product sales during the quarter.



Research and Development



For the six months
ended June 30, 2012, our R&D expenses were $182,000, a $67,000, or 58%, increase from $115,000 for the corresponding period
in 2011. Of this increase, $30,000 related to an increase in fees paid to consultants, $18,000 related to an increase in project
expenses, $15,000 related to a settlement with a vendor in 2011 and $4,000 related to an increase in payroll expense.



Selling, General
and Administrative



For the six months
ended June 30, 2012, SG&A expenses were $785,000, a decrease of $48,000, or 6%, from $833,000 for the corresponding period
in 2011. Of this decrease, depreciation and amortization expenses decreased $129,000, franchise taxes decreased by $9,000, transfer
agent fees decreased by $22,000, consulting fees decreased by $15,000, director fees decreased by $10,000, printing costs decreased
by $4,000 and financing costs decreased by $21,000. These decreases were partially offset by increases in administrative salary
expense of $ 91,000, marketing costs of $62,000, travel expenses of $10,000, rent expense of $4,000 and other costs of $5,000.



Other Income (Expense)



Interest expense increased
$31,000 to $117,000 for the six months ended June 30, 2012 from $86,000 for the six months ended June 30, 2011. Of this increase,
$30,000 relates to the non-cash charge for related party advances and $1,000 of other interest expense.



During the six months
ended June 30, 2011, we recorded a non-cash benefit from the derivative liability of $30,000. There was no benefit from the derivative
liability for the six months ended June 30, 2012.



Net Loss



The net loss from operations
for the six months ended June 30, 2012 was $1,023,000, as compared to $990,000 for the corresponding period in 2011, an increase
of $33,000, or 3%. Of this increase, $67,000 resulted from an increase in R&D expenses, a $31,000 increase in interest expense
which was partially offset by reductions from a non-cash reduction in the benefit from derivative liability of $30,000 and reductions
in SG&A expenses and an increase in revenues.



The net loss applicable
to common stockholders, which reflects the unpaid and undeclared preferred stock dividends from the period, increased to $1,155,000
for the six months ended June 30, 2012 from $1,122,000 for the six months ended June 30, 2011, an increase of $33,000, or 3%. The
net loss per common share for each of the six month periods ended June 30, 2012 and June 30, 2011 was $0.02 per share on 68,903,645
and 53,552,305 weighted average common shares outstanding, respectively.



13







Liquidity and Capital Resources



To date, our capital
resources and liquidity needs have been met from advances from related parties, and sales of our debt and equity securities to
individual and institutional investors.



Research and development, clinical trials and other studies
of the components of our CytoCore Solutions System, conversions from designs and prototypes into products and product manufacturing,
sales and marketing efforts, medical consultants and advisors, and research, administrative and executive personnel are and will
continue to be the principal basis for our cash requirements. We have obtained operating funds for the business since inception
through private offerings of debt and equity securities to U.S. accredited and foreign investors. We will be required to make additional
offerings in the future to support our operations until we are able to generate sufficient income from the sale of our products.
We used $436,000 for operating activities during the six months ended June 30, 2012 compared to $396,000 during the six months
ended June 30, 2011.



We did not engage any investing activity
during the six months ended June 30, 2012. At this time, we have no other material commitments for capital expenditures during
the remainder of the 2012 fiscal year.



We were able to raise
proceeds of $356,000 through advances from related parties and $70,000 from the sale of machinery during six months ended June
30, 2012. The proceeds were used to develop our products and satisfy certain present and past obligations. At June 30, 2012, we
had $5,000 of cash on hand. We are currently in discussions with Robert McCullough Jr., our chief executive officer, regarding
the conversion of his outstanding loan to us into common stock. There can be no assurances that such conversion will take place.
We continue to meet with qualified investors and although no assurance can be given, we believe will be able to raise capital to
fund operations in the immediate future until we can be self-sufficient through operations.



Our operations have
been, and will continue to be, dependent upon management’s ability to raise operating capital through the issuance and sale
of debt and equity securities and advances from related parties. We have incurred significant operating losses since inception
of the business. We expect that significant on-going operating expenditures will be necessary to successfully implement our business
plan and develop, manufacture and market our products. If we are unable to obtain adequate additional financing or generate profitable
sales revenue, or negotiate a favorable settlement plan with creditors, we may be unable to continue our product development and
other activities and may be forced to cease operations. The consolidated financial statements presented do not include any adjustments
that might result from the outcome of this uncertainty.



Off-Balance Sheet Arrangements



As of June 30, 2012,
we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured
finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could
arise if we had engaged in such relationships.



Item 4.	Controls and Procedures



Evaluation of Disclosure Controls and
Procedures



Our chief executive
officer, who also serves as our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, the “Exchange
Act”) as of the end of the period covered by this report. Based on that evaluation, our chief executive and chief financial
officer has concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information
we are required to disclose in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required
disclosure.



14







Changes in Internal Control over Financial Reporting



There were no changes
in our internal control over financial reporting during the six months ended June 30, 2012 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.



Part II. Other Information



Item 2.Unregistered Sales of Equity Securities and Use of Proceeds



During the quarter
ended June 30, 2012, we issued to Scimia and Carbonell 426,427 and 1,023,424 shares of restricted, unregistered common stock, respectively,
for consulting services rendered, and we recorded a charge of $25,500, or $0.02 per share, as an SG&A expense. For the six
months ended June 30, 2012, we issued to Scimia and Carbonell an aggregate 1,200,056 and 1,713,019 shares of restricted, unregistered
common stock for consulting services rendered, and recorded $53,500, or $0.02 per share, as an SG&A expense.



Also, during the quarter
ended June 30, 2012, we issued to a consultant 849,838 shares of restricted, unregistered common stock for consulting services
rendered, and recorded $15,000 as an R&D expense.



During the quarter
ended March 31, 2012, the Company issued 1,066,667 shares of restricted, unregistered common stock to two other consultants for
services rendered, and recorded $12,000, or $0.02 per share, as a research and development expense and $10,000, or $0.02 per share,
as a selling, general and administrative expense.



In addition, during
the quarter ended June 30, 2012, we issued to Ocana, a director and vice president of the Company, 852,852 shares of restricted,
unregistered common stock, for services rendered. In connection with this issuance, we recorded a charge of $15,000, or $0.02 per
share, as an SG&A expense. For the six months ended June 30, 2012, we have issued to Ocana 1,626,481 shares of restricted,
unregistered common stock and recorded $30,000, or $0.02 per share, as an SG&A expense.



We issued the foregoing securities in reliance on the safe harbor
and exemptions from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for sales to a limited
number of accredited investors, employees, service providers, or creditors with whom we had prior relationships, without engaging
in any general solicitation, and without payment of underwriter discounts or commissions to any person. Transfer of the shares
has been restricted in accordance with applicable law and we have made independent determinations that investors were accredited
or sophisticated, that they were capable of analyzing the merits and risks of their investment, that they understood the speculative
nature of their investment, and that they had access to our SEC filings.



Item 3.Defaults
upon Senior Securities



As of June 30, 2012,we failed to make the required principal and interest payments, constituting events of default, on the $21,000 Ventana Medical
Systems, Inc. promissory note. The note requires the holder to notify us in writing of a declaration of default at which time a
cure period, as specified in the note, would commence. There is no guarantee that we will be able to cure any event of default
if, or when, the holder provides the required written notice.



Item 6. Exhibits



|Exhibit 
    Number |  | Description                                                                                                                                                                                                                                    
|------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  |                                                                                                                                                                                                                                                
|31.1                |  | Section 302 certification by principal
executive and chief financial officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange
Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|                    |  |                                                                                                                                                                                                                                                
|32.1                |  | Section 906 certification by principal executive and chief
        financial officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes Oxley Act of 2002.                                          



15







Signatures



Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



| | CytoCore, Inc.               
| | -----------------------------
| |                              
| | /s/ Robert F. McCullough, Jr.
| | Robert F. McCullough, Jr.    
| | Chief Executive Officer and  
| | Chief Financial Officer      



Date: August 20, 2012



16







EXHIBIT INDEX



|Exhibit |  |                                                                                                                                                                                                                                                
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                
|31.1    |  | Section 302 certification by principal executive and
chief financial officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|        |  |                                                                                                                                                                                                                                                
|32.1    |  | Section 906 certification by principal executive and chief
        financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes Oxley Act of 2002.                                         



17