##### 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 September 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 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 
 (Address of Principal Executive Offices)
  (Issuers Telephone Number, including Area Code)
  (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
  þ o
  o þ
   353,256,839
  o þ




---



##### 



CYTOCORE, INC.
 QUARTERLY REPORT ON FORM 10-QSB
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statementsa)
    
    Condensed Consolidated Balance Sheets  September 30, 2007 (unaudited) and December 31, 2006
    
    
    3b)
    
    Condensed Consolidated Statements of Operations  Nine and three months ended September 30, 2007 and September 30, 2006 (unaudited)
    
    
    4c)
    
    Condensed Consolidated Statements of Cash Flows  Nine months ended September 30, 2007 and September 30, 2006 (unaudited)
    
    
    5d)
    
    Condensed Consolidated Statement of Stockholders Deficit  Nine months ended September 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
    
    
    26302 Certification by Principal Executive and Principal Financial Officer906 Certification by Principal Executive and Principal Financial Officer


2



---



##### Table of Contents



PART I.  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CYTOCORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    888
    
    
    $
    874Accounts receivable
    
    
    22
    
    
    
    24Prepaid expenses and other current assets
    
    
    182
    
    
    
    122Total current assets
    
    
    1,092
    
    
    
    1,020Fixed assets, net
    
    
    476
    
    
    
    242Licenses, patents and technology, net of amortization
    
    
    20
    
    
    
    20Total assets
    
    $
    1,588
    
    
    $
    1,282Liabilities and Stockholders DeficitCurrent Liabilities:Accounts payable
    
    $
    906
    
    
    $
    1,434Accrued payroll costs
    
    
    177
    
    
    
    421Accrued expenses
    
    
    1,363
    
    
    
    1,825Deferred revenue
    
    
    25
    
    
    
    25Notes payable
    
    
    70
    
    
    
    425Total current liabilities
    
    
    2,541
    
    
    
    4,130Longterm liabilities:Convertible securities
    
    
    
    
    
    
    567Commitments and ContingenciesStockholders DeficitPreferred stock, $0.001 par value; 10,000,000 shares authorized; 438,678 and 574,642 shares issued and
outstanding at September 30, 2007 and December 31, 2006, respectively (Liquidation value of all
classes of preferred stock $3,171 at September 30, 2007)
    
    
    1,787
    
    
    
    2,920Common stock, $0.001 par value; 500,000,000 shares authorized; 352,950,444 and 312,429,579 shares
issued and 352,758,356 and 312,237,491 shares outstanding at September 30, 2007 and
December 31, 2006, respectively
    
    
    353
    
    
    
    312Additional paid-in-capital
    
    
    79,846
    
    
    
    70,925Treasury stock: 192,088 shares at September 30, 2007 and December 31, 2006
    
    
    (327
    )
    
    
    (327
    )Accumulated deficit
    
    
    (82,535
    )
    
    
    (77,170
    )Accumulated comprehensive lossCumulative translation adjustment
    
    
    (77
    )
    
    
    (75
    )Total stockholders deficit
    
    
    (953
    )
    
    
    (3,415
    )Total liabilities and stockholders deficit
    
    $
    1,588
    
    
    $
    1,282
  3




---



##### Table of Contents



CYTOCORE, INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
 Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Unaudited)
    
    
    (Unaudited)Net revenues
    
    $
    55
    
    
    $
    70
    
    
    $
    15
    
    
    $
    21Operating expensesCost of revenues (includes an impairment charge of property
assets of $169 for the nine months ended September 30, 2006,
net of settlement of trade debt of $177 and $81 for the nine
and three months ended September 30, 2006)
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    (81
    )Research and development (net of settlement of trade debt of
$207 and $141 for the nine and three months ended
September 30, 2007, respectively, and $279 and $141 for
the nine and three months ended September 30, 2006,
respectively)
    
    
    1,778
    
    
    
    486
    
    
    
    565
    
    
    
    193Selling, general, and administrative (net of trade debt and
interest settlement of $124 and $39 for the nine and three
months ended September 30, 2007, respectively, and net of
settlement of trade debt, interest and lease obligation of
$1,114 and $397 for the nine and three months ended
September 30, 2006, respectively)
    
    
    3,343
    
    
    
    4,606
    
    
    
    1,035
    
    
    
    1,244Total operating expenses
    
    
    5,121
    
    
    
    5,111
    
    
    
    1,600
    
    
    
    1,356Operating loss
    
    
    (5,066
    )
    
    
    (5,041
    )
    
    
    (1,585
    )
    
    
    (1,335
    )Other incomeUnrealized gain on convertible securities
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    Interest income
    
    
    17
    
    
    
    12
    
    
    
    16
    
    
    
    11Total other income
    
    
    24
    
    
    
    12
    
    
    
    16
    
    
    
    11Net loss
    
    
    (5,042
    )
    
    
    (5,029
    )
    
    
    (1,569
    )
    
    
    (1,324
    )Preferred stock dividend
    
    
    (323
    )
    
    
    (648
    )
    
    
    (11
    )
    
    
    Net loss applicable to common stockholders
    
    $
    (5,365
    )
    
    $
    (5,677
    )
    
    $
    (1,580
    )
    
    $
    (1,324
    )Basic and diluted net loss per common share
    
    $
    (0.02
    )
    
    $
    (0.03
    )
    
    $
    (0.00
    )
    
    $
    (0.00
    )Basic and diluted weighted average number
of common shares outstanding
    
    
    338,980,478
    
    
    
    224,293,002
    
    
    
    352,611,158
    
    
    
    275,506,600
  4




---



##### Table of Contents



CYTOCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Nine months endedSeptember 30,2007
    
    
    2006(Unaudited)Operating activities:Net loss
    
    $
    (5,042
    )
    
    $
    (5,029
    )Adjustments to reconcile net loss to net cash used in operating activities:Amortization of debt discount
    
    
    
    
    
    
    173Depreciation and amortization
    
    
    14
    
    
    
    31Gain on settlement of trade indebtedness
    
    
    (331
    )
    
    
    (1,569
    )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
    
    
    460
    
    
    
    857Unrealized gain on convertible securities
    
    
    (7
    )
    
    
    Non-cash compensation expense
    
    
    513
    
    
    
    1,099Non-cash interest related to warrant modification
    
    
    182
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    3
    
    
    
    10Inventories
    
    
    
    
    
    
    26Prepaid expenses and other current assets
    
    
    (59
    )
    
    
    (169
    )Accounts payable
    
    
    (284
    )
    
    
    (699
    )Accrued expenses
    
    
    (622
    )
    
    
    (454
    )Net cash used in operating activities
    
    
    (4,706
    )
    
    
    (4,020
    )Investing activities:Purchases of fixed assets
    
    
    (249
    )
    
    
    (20
    )Net cash used in investing activities
    
    
    (249
    )
    
    
    (20
    )Financing activities:Net proceeds from issuance of common stock
    
    
    3,085
    
    
    
    5,040Proceeds from exercise of warrants
    
    
    2,189
    
    
    
    44Proceeds from exercise of options
    
    
    50
    
    
    
    Lease obligation
    
    
    
    
    
    
    (96
    )Payment of notes payable
    
    
    (355
    )
    
    
    (75
    )Net cash provided by financing activities
    
    
    4,969
    
    
    
    4,913Net increase in cash and cash equivalents
    
    
    14
    
    
    
    873Cash and cash equivalents at the beginning of period
    
    
    874
    
    
    
    Cash and cash equivalents at end of period
    
    $
    888
    
    
    $
    873Supplemental disclosure of cash flow information:Cash paid during the period for:Interest
    
    $
    23
    
    
    $
    Non-cash transactions during the period for:Financing costs
    
    $
    
    
    
    $
    239Convertible promissory notes and accrued interest converted into common stock
    
    $
    
    
    
    $
    3,557Preferred stock and cumulative dividends converted into common stock
    
    $
    1,456
    
    
    $
    4,217Convertible securities
    
    $
    560
    
    
    $
    
  5




---



##### Table of Contents



CYTOCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS 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
    
    
    DeficitJanuary 1, 2007
    
    
    574,642
    
    
    $
    2,920
    
    
    
    312,429,579
    
    
    $
    312
    
    
    
    192,088
    
    
    $
    (327
    )
    
    $
    70,925
    
    
    $
    (77,170
    )
    
    $
    (75
    )
    
    $
    (3,415
    )Comprehensive Loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,042
    )
    
    
    
    
    
    
    (5,042
    )Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (2
    )Total net comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,044
    )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
    
    
    (32,714
    )
    
    
    (720
    )
    
    
    1,350,497
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    942
    
    
    
    (224
    )
    
    
    
    
    
    
    Sale of common stock, net of
financing costs of $250
    
    
    
    
    
    
    
    
    
    
    12,438,889
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    3,073
    
    
    
    
    
    
    
    
    
    
    
    3,085Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    23,666,132
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    2,165
    
    
    
    
    
    
    
    
    
    
    
    2,189Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    50Common stock issued for
services
    
    
    
    
    
    
    
    
    
    
    293,268
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    98
    
    
    
    
    
    
    
    
    
    
    
    98Common 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    513
    
    
    
    
    
    
    
    
    
    
    
    513Warrants issued for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362
    
    
    
    
    
    
    
    
    
    
    
    362September 30, 2007
    
    
    438,678
    
    
    $
    1,787
    
    
    
    352,950,444
    
    
    $
    353
    
    
    
    192,088
    
    
    $
    (327
    )
    
    $
    79,846
    
    
    $
    (82,535
    )
    
    $
    (77
    )
    
    $
    (953
    )
  6




---



##### Table of Contents



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




---



##### Table of Contents



Reclassifications.
 Note 3. Fixed Assets
  September 30,
    
    
    December 31,2007
    
    
    2006(unaudited)Furniture and fixtures
    
    $
    124
    
    
    $
    124Laboratory equipment
    
    
    595
    
    
    
    595Computer and communications equipment
    
    
    340
    
    
    
    331Tooling
    
    
    440
    
    
    
    201Leasehold improvements
    
    
    28
    
    
    
    281,527
    
    
    
    1,279Less accumulated depreciation and amortization
    
    
    (1,051
    )
    
    
    (1,037
    )Total
    
    $
    476
    
    
    $
    242
 Note 4. Accrued Expenses
  September 30,
    
    
    December 31,2007
    
    
    2006(unaudited)Accrued interest
    
    $
    348
    
    
    $
    478Accrued settlement costs for legal fees
    
    
    
    
    
    
    438Accrued franchise and other taxes
    
    
    669
    
    
    
    589Accrued compensation
    
    
    180
    
    
    
    180Other accrued expenses
    
    
    166
    
    
    
    140Total
    
    $
    1,363
    
    
    $
    1,825
 Note 5. Notes Payable
  September 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 Convertible Promissory Note issued September 20, 2001; interest
rate 9% per annum, due December 20, 2001
    
    
    15
    
    
    
    15
 8




---



##### Table of Contents



September 30,
    
    
    December 31,2007
    
    
    2006(unaudited)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
    
    
    
    21Xillix 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
    
    
    
    34$
    70
    
    
    $
    425
 Defaults.
 Note 6. Stockholders Equity
 Loss per share
  Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Unaudited)
    
    
    (Unaudited)Basic and Diluted:Net loss applicable to common stockholder
    
    $
    (5,365
    )
    
    $
    (5,677
    )
    
    $
    (1,580
    )
    
    $
    (1,324
    )Weighted average common shares
outstanding
    
    
    338,980,478
    
    
    
    224,293,002
    
    
    
    352,611,158
    
    
    
    275,506,600Net loss per common share
    
    $
    (0.02
    )
    
    $
    (0.03
    )
    
    $
    (0.00
    )
    
    $
    (0.00
    )
   Net Loss Per Share
  9




---



##### Table of Contents



Preferred Stock
 September 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
    
    
    20,204
    
    
    
    52,918Total Preferred Stock
    
    
    438,678
    
    
    
    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 time
 Series 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 September 30, 2007 were $324,000
 Series 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 September 30, 2007 were $68,000
 Series 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 September 30, 2007 were $1,036,000
 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 timeCumulative and undeclared dividends in arrears at September 30, 2007 were $266,000
  10




---



##### Table of Contents



Conversion of Certain Preferred Shares for Common Shares
   Issuance of Common Shares for Cash
     Issuance of Stock as a Settlement
  Issuance of Stock and Warrants as Payment for Services
  11




---



##### Table of Contents



Issuance of Warrants as Payment for Employee Compensation
   Application of Black-Scholes Valuation Model
  2007
    
    2006Expected volatility
    
    120%  143%
    
    84%  206%Expected term (years)
    
    1.5
    
    3.5  5Risk-free interest rate
    
    4.25%
    
    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
 Note 7. Equity Incentive Plan and Employee Stock Purchase Plan and other Share-Based Employee
Payments
    12




---



##### Table of Contents



Note 8. Convertible Securities
  Note 9. Commitments and Contingencies Not Described Elsewhere
  Lawsuit s
 Peter Gombrich.
 The Regents of the University of California
 Attorney General of Illinois.
 13




---



##### Table of Contents



NeoMed Innovation III L.P.
 Diamics, Inc
 Other claims
  Other Creditors.
  Note 10. Special Meeting of Shareholders
  Note 11. Subsequent Events
   14




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Selling, General and Administrative
    Net Loss
  Nine Months Ended September 30, 2007 as compared to Nine Months Ended September 30, 2006
 Revenues
  17




---



##### Table of Contents



Costs and Expenses
 Cost of Revenues
  Research and Development
  Selling, General and Administrative
    Other Income
  Net Loss
  18




---



##### Table of Contents



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




---



##### Table of Contents



Changes in Internal Control over Financial Reporting
      
 Part II. Other Information
 
 Item 1. Legal Proceedings
  Lawsuit s
 Peter Gombrich.
 The Regents of the University of California
 20




---



##### Table of Contents



Attorney General of Illinois.
 NeoMed Innovation III L.P.
 Diamics, Inc.
 Other claims
  Other Creditors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Unregistered Sales of Equity Securities
 Common Stock.
 21




---



##### Table of Contents



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




---



##### 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
  
 Item 5. Other Information
   23




---



##### Table of Contents



Item 6. Exhibits
  24




---



##### Table of Contents



SIGNATURES
  CytoCore, Inc./s/ Robert F. McCullough,JrRobert F. McCullough, Jr.Chief Executive Officer
     and Chief Financial OfficerDate: November 13, 2007 25




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Section 302 certification by
principal executive and principal financial officer.32.1
    
    Section 906 certification by
principal executive and principal financial officer.