UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)




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




For the quarterly period ended June 30, 2011




or




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





For the transition period from                     to                     .





Commission file number:  0-15586





U.S. Neurosurgical, Inc.


(Exact name of registrant as specified in its charter)




Delaware

52-1842411(State of other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)




2400 Research Blvd, Suite 325, Rockville, Maryland 20850


(Address of principal executive offices)





(301) 208-8998


(Registrant's telephone number)





Not Applicable


(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 Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes  xNo  o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer o
Accelerated filer oNon-accelerated filer o
Smaller reporting company x





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




The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of July 29, 2011 was 7,747,185.












EXPLANATORY NOTE
 U.S. Neurosurgical, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2011 (the “Original Report”) to amend the following:
 
 1) Part II, Item 6 is revised include a corrected Exhibit 31.1, containing the certification wording required by item 601(b) of Regulation S-K, including the introductory language of paragraph 4 and section 4(b) to also address our officers’ responsibility for establishing and maintaining internal control over financial reporting.
 
 No other changes have been made to the Original Report. This Amendment speaks as of the original filing date of the Original Report, does not reflect facts or events that may have occurred subsequent to the filing date of the Original Report, and does not modify or update in any way any other disclosures made in the Original Report, or subsequent to any periods for which disclosure was otherwise provided in the Original Report. Accordingly, this Amendment on Form 10-Q/A should be read in conjunction with our filings with the SEC subsequent to the filing date of the Original Report, including any amendments thereto.





PART II - OTHER INFORMATION




Item 6.  Exhibits




31.1
Rule 13a-14(a)/15d-14(a) Certification32.1
Section 1350 Certifications




2
 Table of Contents





SIGNATURES





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






U.S. Neurosurgical, Inc.(Registrant)Date:  November 7, 2011
By:
/s/ Alan GoldAlan GoldDirector, President and Chief Executive Officer andPrincipal Financial Officer of the Registrant